SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
July 14, 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
1,124,197
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,124,197
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,197
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.77%
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
1,124,197
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,124,197
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,197
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.77%
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
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
1,124,197
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,124,197
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,197
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.77%
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
1,124,197
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,124,197
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,197
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.77%
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
1,124,197
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,124,197
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,197
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.77%
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
1,124,197
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,124,197
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,197
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.77%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on
January 25, 2008 by the Reporting Persons (the "Initial 13D") with respect to
the Common Stock, without par value (the "Shares"), issued by The Greenbrier
Companies, Inc. (the "Issuer") and as amended by amendment Number 1 to the
Initial 13D filed on June 11, 2008 ("Amendment Number 1"), amendment Number 2 to
the Initial 13D filed on June 19, 2008 ("Amendment Number 2", and together with
Amendment Number 1 and the Initial 13D, the "Schedule 13D") is hereby amended to
furnish the additional information set forth herein. All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to
such terms in the Initial 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by replacing Item 5 in its
entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 1,124,197 Shares, representing approximately 6.77% of the
Issuer's outstanding Shares (based upon the 16,606,250 Shares stated to be
outstanding as of June 30, 2008 by the Issuer in the Issuer's Form 10-Q for
the quarter ended May 31, 2008, filed with the Securities and Exchange
Commission).
(b) Longtrain has sole voting power and sole dispositive power with
regard to 1,124,197 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 of the Initial 13D), 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 Sold Price Per Share
------------- ------------------ ------------------- -----------------------
Longtrain June 13, 2008 16,200 $ 21.79
------------- ------------------ ------------------- -----------------------
Longtrain June 16, 2008 20,500 $ 22.08
------------- ------------------ ------------------- -----------------------
Longtrain June 17, 2008 69,100 $ 22.20
------------- ------------------ ------------------- -----------------------
Longtrain June 18, 2008 18,980 $ 21.65
------------- ------------------ ------------------- -----------------------
Longtrain June 19, 2008 68,263 $ 22.18
------------- ------------------ ------------------- -----------------------
Longtrain June 20, 2008 17,310 $ 22.13
------------- ------------------ ------------------- -----------------------
Longtrain June 23, 2008 1,200 $ 21.99
------------- ------------------ ------------------- -----------------------
Longtrain June 24, 2008 3,000 $ 21.25
------------- ------------------ ------------------- -----------------------
Longtrain June 25, 2008 22,000 $ 21.28
------------- ------------------ ------------------- -----------------------
Longtrain June 26, 2008 4,000 $ 21.29
------------- ------------------ ------------------- -----------------------
Longtrain July 1, 2008 5,100 $ 20.11
------------- ------------------ ------------------- -----------------------
Longtrain July 2, 2008 14,700 $ 20.21
------------- ------------------ ------------------- -----------------------
Longtrain July 8, 2008 22,150 $ 19.99
------------- ------------------ ------------------- -----------------------
Longtrain July 9, 2008 43,200 $ 19.38
------------- ------------------ ------------------- -----------------------
Longtrain July 10, 2008 30,000 $ 19.38
------------- ------------------ ------------------- -----------------------
Longtrain July 14, 2008 50,100 $ 19.56
------------- ------------------ ------------------- -----------------------
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 14, 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., Amendment No. 3]