SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
The Greenbrier Companies, Inc.
(Name of Issuer)
Common Stock, Without Par Value
(Title of Class of Securities)
393657101
(CUSIP Number)
Marc Weitzen, Esq.
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 25, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 393657101
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,530,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,530,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,530,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.45%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No. 393657101
1 NAME OF REPORTING PERSON
ARI Longtrain Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,530,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,530,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,530,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.45%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 393657101
1 NAME OF REPORTING PERSON
American Railcar Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,530,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,530,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,530,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.45%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 393657101
1 NAME OF REPORTING PERSON
Modal LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,530,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,530,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,530,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.45%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 393657101
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,530,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,530,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,530,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.45%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 393657101
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,530,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,530,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,530,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.45%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, without par value (the
"Shares"), issued by The Greenbrier Companies, Inc. (the "Issuer"). The address
of the principal executive offices of the Issuer is One Centerpointe Drive,
Suite 200, Lake Oswego, OR 97035.
Item 2. Identity and Background
The persons filing this statement are ARI Longtrain Inc., a Delaware
corporation ("Longtrain"), American Railcar Industries, Inc., a Delaware
corporation ("ARI"), Hopper Investments LLC, a Delaware limited liability
company ("Hopper"), Barberry Corp., a Delaware corporation ("Barberry"), Modal
LLC, a Delaware limited liability company ("Modal") and Carl C. Icahn
(collectively, the "Reporting Persons").
The principal business address of each of (i) Hopper, Barberry, Modal and
ARI Longtrain is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White
Plains, NY 10601, (ii) ARI is 100 Clark Street, St. Charles, MO 63301 and (ii)
Mr. Icahn is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York,
NY 10153.
ARI is the sole stockholder of Longtrain. Hopper owns 9.9% of the common
stock of ARI. Barberry is the sole stockholder of Hopper. Modal owns 20.1% of
the common stock of ARI. Mr. Icahn directly owns 23.7% of the common stock of
ARI. Mr. Icahn is the sole stockholder of Barberry and is the sole member of
Modal. In the aggregate, Mr. Icahn beneficially owns approximately 53.7% of the
common stock of ARI. As such, Mr. Icahn is in a position indirectly to determine
the investment and voting decisions made by each of the Reporting Persons.
Each of Hopper and Barberry is primarily engaged in the business of
investing in and/or holding securities of various entities. Each of Modal and
Longtrain is primarily engaged in the business of investing in securities. ARI
is primarily engaged in the business of manufacturing and servicing of railcars.
Mr. Icahn's present principal occupation or employment is serving as (i)
Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of Icahn
Enterprises L.P., through which Mr. Icahn manages various private investment
funds, including Icahn Partners LP, Icahn Master Fund LP, Icahn Master Fund II
LP and Icahn Master Fund III LP, (ii) Chairman of the Board of Icahn Enterprises
G.P. Inc., the general partner of Icahn Enterprises L.P., a New York Stock
Exchange listed diversified holding company engaged in a variety of businesses,
including investment management, metals, real estate, gaming and home fashion,
and (iii) Chairman of the Board and a director of Starfire Holding Corporation
("Starfire"), a holding company engaged in the business of investing in and/or
holding securities of various entities, and as Chairman of the Board and a
director of various of Starfire's subsidiaries.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of the Reporting Persons
are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager, director or executive
officer of the Reporting Persons, has, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting, or mandating activities subject to, Federal or
State securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
From January 8, 2008 to January 25, 2008, Longtrain purchased an aggregate
of 1,530,000 Shares in the open market for $27,857,348. The source of funding
for the purchase of these shares was the general working capital of ARI and
Longtrain.
Item 4. Purpose of Transaction
The Reporting Persons acquired their positions in their Shares in the
belief that they are undervalued. On February 1, 2008, Representatives of the
Reporting Persons notified the Chief Executive Officer of the Issuer that the
Reporting Persons acquired the Shares and that the Reporting Persons are
interested in having discussions with the Issuer about a possible business
combination of the Issuer and ARI. The Reporting Persons made no offer to the
Issuer nor did they suggest that an offer would be forthcoming or, if
forthcoming, when that would take place, what the structure of the offer would
be, or what would be the value thereof.
The Reporting Persons may, from time to time and at any time, acquire
additional Shares in the open market or otherwise, and reserve the right to,
dispose of any, or all, of their Shares in the open market or otherwise, at any
time and from time to time, and to engage in any hedging or similar transactions
with respect to the Shares.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 1,530,000 Shares, representing approximately 9.45% of the
Issuer's outstanding Shares (based upon the 16,183,863 Shares stated
to be outstanding as of January 3, 2008 by the Issuer in the Issuer's
Form 10-Q for the quarter ended November 30, 2007, filed with the
Securities and Exchange Commission).
(b) Longtrain has sole voting power and sole dispositive power with regard
to 1,530,000 Shares. Each of ARI, Hopper, Modal, Barberry and Mr.
Icahn has shared voting power and shared dispositive power with regard
to such Shares.
Each of ARI, Hopper, Modal, Barberry and Mr. Icahn, by virtue of their
relationships to Longtrain (as disclosed in Item 2), may be deemed to
indirectly beneficially own (as that term is defined in Rule 13d-3
under the Act) the Shares which Longtrain directly beneficially owns.
Each of ARI, Hopper, Modal, Barberry and Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting
Persons. Except as otherwise indicated, all transactions were effected
in the open market, and the table includes commissions paid in per
share prices.
Name Date Shares Price Per
Purchased Share
----------- ------------------ --------------- ---------------------
Longtrain January 8, 2008 460,000 $18.1286
----------- ------------------ --------------- ---------------------
Longtrain January 9, 2008 184,200 $18.2118
----------- ------------------ --------------- ---------------------
Longtrain January 10, 2008 120,200 $19.5393
----------- ------------------ --------------- ---------------------
Longtrain January 11, 2008 35,600 $19.2783
----------- ------------------ --------------- ---------------------
Longtrain January 24, 2008 300,600 $17.5984
----------- ------------------ --------------- ---------------------
Longtrain January 25, 2008 429,400 $18.2547
----------- ------------------ --------------- ---------------------
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
The Reporting Persons have entered into a number of derivative agreements,
commonly known as Total Return Swaps, with counterparties, which agreements
provide that the profit to the Reporting Persons shall be based upon the
increase in value of the Shares and the loss to the Reporting Persons shall be
based upon the decrease in the value of the Shares, during the period from
inception of the applicable agreement to its termination. The agreements provide
that they settle in cash. In addition to the Shares which they beneficially own
as shown in Item 5 above, the Reporting Persons currently have long economic
exposure to an aggregate of 400,000 Shares through such agreements. These
agreements do not give the Reporting Persons direct or indirect voting,
investment or dispositive control over the Shares to which these agreements
relate and, accordingly, the Reporting Persons disclaim any beneficial ownership
in the Shares to which these agreements relate.
Except as otherwise described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
1 Joint Filing Agreement of the Reporting Persons
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 4, 2008
ARI LONGTRAIN INC.
By: /s/ Vincent J. Intrieri
-----------------------
Name: Vincent J. Intrieri
Title: Treaurer
AMERICAN RAILCAR INDUSTRIES, INC.
By: /s/ James J. Unger
------------------
Name: James J. Unger
Title: Chief Executive Officer
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
MODAL LLC
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Vice President
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Schedule 13D - The Greenbrier Companies Inc.]
EXHIBIT 1
---------
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of The Greenbrier Companies, Inc. and further agree
that this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement this 4th day February, 2008.
ARI LONGTRAIN INC.
By: /s/ Vincent J. Intrieri
-----------------------
Name: Vincent J. Intrieri
Title: Treaurer
AMERICAN RAILCAR INDUSTRIES, INC.
By: /s/ James J. Unger
------------------
Name: James J. Unger
Title: Chief Executive Officer
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
MODAL LLC
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Vice President
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Joint Filing Agreement to Schedule 13D -
The Greenbrier Companies Inc.]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of
each director and executive officer of each of the Reporting Persons. Each such
person is a citizen of the United States of America. Except as otherwise
indicated, the business address of each director and officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best of the Reporting Persons' knowledge, except as set forth in this statement
on Schedule 13D, none of the directors or executive officers of the Reporting
Persons own any Shares.
ARI LONGTRAIN INC.*
Name Position
---- --------
Carl C. Icahn Director; President
Vincent J. Intrieri Director; Chief Financial Officer; Treasurer
James J. Unger Director
Edward E. Mattner Authorized Signatory
Keith Cozza Authorized Signatory
AMERICAN RAILCAR INDUSTRIES, INC.*
Name Position
---- --------
Carl C. Icahn Chairman of the Board
James J. Unger President, Chief Executive Officer, Director
Harold First Director
Peter Shea Director
Hunter Gary Director
James C. Pontious Director
James M. Laisure Director
Brett Icahn Director
Vincent J. Intrieri Director
Willaim P. Benac Senior Vice President, Chief Financial
Officer, Treasurer
James A. Cowan Executive Vice President, Chief Operating
Officer
Alan C. Lullman Senior Vice President Sales, Marketing and
Services
MODAL LLC
Name Position
---- --------
Carl C. Icahn President
Brett Icahn Vice President
Edward E. Mattner Vice President
Keith Cozza Treasurer
HOPPER INVESTMENTS LLC
Name Position
---- --------
Barberry Corp. Sole Member
BARBERRY CORP.
Name Position
---- --------
Carl C. Icahn Director; President
Jordan Bleznick Vice President/Taxes
Edward E. Mattner Vice President; Authorized Signatory
Gail Golden Vice President; Authorized Signatory
Vincent J. Intrieri Vice President; Authorized Signatory
Keith Cozza Secretary; Treasurer
Irene March Authorized Signatory
* The business address of each of James J. Unger, William P. Benac, James A.
Cowan, James C. Pontious, James M. Laisure, Harold First, and Alan C.
Lullman is 100 Clark Street, St. Charles, MO 63301.