Filed Pursuant to Rule 424(b)(3)
File No. 333-136014
333-136014-10
333-136014-03
333-136014-09
333-136014-06
333-136014-11
333-136014-05
333-136014-04
333-136014-02
333-136014-01
333-136014-08
333-136014-07
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated August 9, 2006)
THE GREENBRIER COMPANIES, INC.
$100,000,000
2.375% Convertible Senior Notes due 2026
This prospectus supplement supplements the prospectus dated August 9, 2006 (the
prospectus) of The Greenbrier Companies, Inc. relating to the resale by certain of our
securityholders (and their transferees, pledgees, donees and successors) of our 2.375% Convertible
Senior Notes due 2026 and the common stock issuable upon conversion of the notes. You should read
this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the information in this
prospectus supplement supersedes the information contained in the prospectus. This prospectus
supplement is not intended to be used without, and should not be delivered except in conjunction
with, the prospectus.
SELLING SECURITYHOLDERS
The following table supplements the table of selling securityholders and related footnotes
appearing under the caption Selling Securityholders beginning on page 33 of the prospectus by
modifying information with respect to the selling securityholders named below. The information set
forth below in the table and related footnotes is based upon information provided by or on behalf
of the selling securityholders to us in selling securityholder questionnaires and is as of the
respective dates specified by the selling securityholders in such questionnaires. The selling
securityholders may have sold, transferred or otherwise disposed of all or a portion of their notes
since the time they provided us information regarding their holdings. As of the date of the
prospectus supplement, $100 million aggregate principal amount of the notes remained outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
|
|
|
|
|
|
|
of Common Stock |
|
|
|
|
Principal |
|
Percentage |
|
Issuable upon |
|
Percentage of |
|
|
Amount of |
|
of Notes |
|
Conversion of |
|
Common Stock |
Name of Selling Securityholder |
|
Notes Owned |
|
Outstanding |
|
Notes (1) |
|
Outstanding (2) |
Aristeia International Limited (3) |
|
$8,800,000 |
|
8.8% |
|
183,150 |
|
1.13% |
Aristeia Partners LP (3) |
|
1,200,000 |
|
1.2% |
|
24,975 |
|
* |
Radcliffe SPC, Ltd. for and on
behalf of the Class A Convertible
Crossover Segregated Portfolio
(4) |
|
6,000,000 |
|
6.0% |
|
124,875 |
|
* |
(1) |
|
Assumes a conversion rate of 20.8125 shares of common stock per $1,000 principal amount
of the notes and a cash payment in lieu of any fractional interest. This initial
conversion rate is subject to adjustment as described elsewhere in the prospectus, such
that the number of shares of common stock issuable upon conversion of the notes may
increase or decrease in the future. |
(2) |
|
We calculated the percentage of common stock outstanding for each securityholder
pursuant to Rule 13d-3(d)(i) under the Securities Exchange Act of 1934 using 15,953,535
shares of common stock outstanding as of August 23, 2006 and the number of shares of common
stock issuable upon conversion of only that particular securityholders notes and not any
other securityholders notes. |
(3) |
|
Aristeia Capital LLC is the investment manager to Aristeia International Limited and
has voting and dispositive power with respect to these securities. Aristeia Advisors LLC
is the general partner for Aristeia Partners LP. Aristeia Capital LLC and Aristeia
Advisors LLC are jointly owned by Kevin Jones, Robert H. Lynch Jr., Anthony Frascella and
William R. Techar. |
(4) |
|
Pursuant to an investment management agreement, RG Capital Management, L.P. (RG
Capital) serves as the investment manager of Radcliffe SPC, Ltd.s Class A Convertible
Crossover Segregated Portfolio. RGC Management Company, LLC (Management) is the general
partner of RG Capital. Steve Katznelson and Gerald Stahlecker serve as the managing members
of Management. Each of RG Capital, Management and Messrs. Katznelson and Stahlecker
disclaims beneficial ownership of the securities owned by Radcliffe SPC, Ltd. for and on
behalf of the Class A Convertible Crossover Segregated Portfolio. |
You should carefully consider the matters discussed under the caption Risk Factors beginning
on page 11 of the prospectus dated August 9, 2006 prior to investing in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August 25, 2006