SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) December 17, 2001
GENESEE & WYOMING INC.
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(Exact Name of Registrant as Specified in charter)
Delaware 0-20847 06-0984624
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
66 Field Point Road
Greenwich, Connecticut 06830
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(Address of Principal Executive Offices)
Registrant's telephone number: (203) 629-3722
Item 5. Other Events
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On December 18, 2001, the Registrant announced by press release that the
Registrant and certain selling stockholders (the "Selling Stockholders") entered
into an Underwriting Agreement on December 17, 2001 (the "Underwriting
Agreement") with Credit Suisse First Boston Corporation, ABN AMRO Rothschild
LLC, Bear, Stearns & Co. Inc., Morgan Keegan & Company, Inc. and BB&T Capital
Markets, a division of Scott & Stringfellow, Inc., as representatives of the
underwriters (the "Underwriters"), relating to the issuance and sale by the
Registrant of 2,200,000 shares of its Class A Common Stock, par value $.01 per
share (the " Class A Common Stock"), and the sale by the Selling Stockholders of
300,000 shares of the Registrant's Class A Common Stock. In addition, the
Registrant may sell up to 375,000 additional shares of Class A Common Stock upon
the exercise of an option granted to the Underwriters under the Underwriting
Agreement to cover over-allotments.
On November 14, 2001, the Registrant's Board of Directors approved an
amendment to the Registrant's Restated Certificate of Incorporation increasing
its authorized shares of Class A Common Stock to 30,000,000 and its authorized
shares of Class B Common Stock, par value $.01 per share, to 5,000,000. On
November 26, 2001, the Registrant filed a definitive information statement on
Form 14C with the Securities and Exchange Commission disclosing its intent to
file an amendment to its Restated Certificate of Incorporation, and on December
17, 2001, the Company filed such amendment to its Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
The exhibits listed below and in the accompanying Exhibit Index are filed
as part of this Current Report on Form 8-K.
Exhibit Number Description
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1.1 Underwriting Agreement dated as of December 17, 2001 by and among
the Registrant, the selling stockholders named therein and Credit
Suisse First Boston Corporation, ABN AMRO Rothschild LLC, Bear,
Stearns & Co. Inc., Morgan Keegan & Company, Inc. and BB&T Capital
Markets, a division of Scott & Stringfellow, Inc., as representatives
of the underwriters
3.1 Restated Certificate of Incorporation, as amended, including the
Certificate of Designation of 4.0 % Senior Redeemable Convertible
Preferred Stock, Series A
99.1 Press Release dated December 18, 2001
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GENESEE & WYOMING INC.
By: /s/ Alan R. Harris
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Name: Alan R. Harris
Title: Senior Vice President
Dated: December 18, 2001
INDEX TO EXHIBITS
Exhibit Number Description
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1.1 Underwriting Agreement dated as of December 17, 2001 by and among
the Registrant, the selling stockholders named therein and Credit
Suisse First Boston Corporation, ABN AMRO Rothschild LLC, Bear,
Stearns & Co. Inc., Morgan Keegan & Company, Inc. and BB&T Capital
Markets, a division of Scott & Stringfellow, Inc., as representatives
of the underwriters
3.1 Restated Certificate of Incorporation, as amended, including the
Certificate of Designation of 4.0 % Senior Redeemable Convertible
Preferred Stock, Series A
99.1 Press Release dated December 18, 2001