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. 6
(To Prospectus dated August 9, 2006, as supplemented
by Prospectus Supplement No. 1 dated August 25, 2006,
by Prospectus Supplement No. 2 dated September 22, 2006,
by Prospectus Supplement No. 3 dated October 11, 2006,
by Prospectus Supplement No. 4 dated November 2, 2006, and
by Prospectus Supplement No. 5 dated December 1, 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, as
supplemented by prospectus supplement no. 1 dated August 25, 2006, by prospectus supplement no. 2
dated September 22, 2006, by prospectus supplement no. 3 dated October 11, 2006, by prospectus
supplement no. 4 dated November 2, 2006 and by prospectus supplement no. 5 dated December 1, 2006
(together, 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 in the prospectus by adding information with
respect to the selling securityholder 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
securityholder to us in a selling securityholder questionnaire and is as of the date specified by
the selling securityholder in such questionnaire. The selling securityholder may have sold,
transferred or otherwise disposed of all or a portion of its notes since the time it provided us
information regarding its holdings. As of the date of the prospectus supplement, $100 million
aggregate principal amount of the notes remained outstanding.
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Number of Shares of |
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Common Stock |
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Principal |
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Percentage of |
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Issuable upon |
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Percentage of |
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Amount of |
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Notes |
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Conversion |
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Common Stock |
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Name of Selling Securityholder |
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Notes Owned |
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Outstanding |
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of Notes(1) |
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Outstanding (2) |
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Banc of America Securities LLC**
(3) |
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$4,130,000 |
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4.13% |
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85,955.63 |
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* |
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________________
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** |
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This selling securityholder is a broker-dealer registered under Section 15 of the
Exchange Act. This selling securityholder has represented to us that it purchased the
notes in the ordinary course of business, and at the time it purchased the notes, it had no
agreements or understandings, directly or indirectly, with any person to distribute the
notes or the shares of common stock issuable upon conversion of the notes. |
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(1) |
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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. |
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(2) |
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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 15,991,247
shares of common stock outstanding as of February 20, 2007 and the number of shares of
common stock issuable upon conversion of only that particular securityholders notes and
not any other securityholders notes. |
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(3) |
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Banc of America Securities LLC served as a joint book-running manager in connection
with the sale of the notes. In addition, it has engaged in, and may in the future engage
in, other investment banking and commercial dealings with us in the ordinary course of
business. |
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 February 22, 2007
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