UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GENESEE & WYOMING INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
371559105
(CUSIP Number)
T. MICHAEL LONG
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York
(212) 483-1818
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 11, 2001
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
*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).
2
CUSIP No. 371559105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
THE 1818 FUND III, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,849,545 (1)
------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 1,630,436
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,545 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
------------------------
1 See Item 6 of the Original 13D for description of the Stockholders
Agreement. The Fund may, pursuant to Rule 13d-3 of the Securities and
Exchange Act of 1934, be deemed to beneficially own shares of Common Stock
owned by Mortimer B. Fuller, III as a result of the Stockholders Agreement.
The Fund disclaims beneficial ownership of such shares.
3
CUSIP No. 371559105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
BROWN BROTHERS HARRIMAN & CO.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,849,545 (1)
------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 1,630,436
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,545 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
------------------------
1 See Item 6 of the Original 13D for description of the Stockholders
Agreement. BBH&Co. may, pursuant to Rule 13d-3 of the Securities and
Exchange Act of 1934, be deemed to beneficially own shares of Common Stock
owned by Mortimer B. Fuller, III as a result of the Stockholders Agreement.
BBH&Co. disclaims beneficial ownership of such shares.
4
CUSIP No. 371559105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
T. MICHAEL LONG
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,103
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,849,545 (1)
------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,103
------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 1,630,436
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,851,648 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
------------------------
1 See Item 6 of the Original 13D for description of the Stockholders
Agreement. Long may, pursuant to Rule 13d-3 of the Securities and Exchange
Act of 1934, be deemed to beneficially own shares of Common Stock owned by
Mortimer B. Fuller, III as a result of the Stockholders Agreement. Long
disclaims beneficial ownership of such shares.
5
CUSIP No. 371559105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
LAWRENCE C. TUCKER
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,849,545 (1)
------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 1,630,436
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,545 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
------------------------
1 See Item 6 of the Original 13D for description of the Stockholders
Agreement. Tucker may, pursuant to Rule 13d-3 of the Securities and
Exchange Act of 1934, be deemed to beneficially own shares of Common Stock
owned by Mortimer B. Fuller, III as a result of the Stockholders Agreement.
Tucker disclaims beneficial ownership of such shares.
6
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D is
filed by the undersigned to amend and supplement the Schedule 13D filed on
December 12, 2000 (the "Original 13D") relating to the Class A common stock, par
value $.01 per share (the "Common Stock"), of Genesee & Wyoming Inc., a Delaware
corporation (the "Company"), beneficially owned by the Reporting Persons (as
defined below), through their respective holdings of Series A Redeemable
Convertible Participating Preferred Stock, par value $.01 per share ("Preferred
Stock") of the Company convertible into Common Stock at the option of the
holder. The Company's principal executive office is located at 66 Field Point
Road, Greenwich, Connecticut 06830. Unless otherwise indicated, all capitalized
terms shall have the same meaning as provided in the Original 13D.
Item 1. SECURITY AND ISSUER.
-------------------
No change.
Item 2. IDENTITY AND BACKGROUND.
-----------------------
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 is hereby amended and restated in its entirety as
follows:
Pursuant to a Stock Purchase Agreement, dated as of October
19, 2000 (the "Stock Purchase Agreement"), by and between the Company and the
Fund, on December 12, 2000 the Company issued, and the Fund acquired from the
Company, 20,000 shares of Preferred Stock.
The consideration paid by the Fund for the shares of Preferred
Stock it purchased under the Stock Purchase Agreement on December 12, 2000 was
$20,000,000
7
in cash, which was obtained by the Fund from capital contributions made by its
partners pursuant to pre-existing capital commitments.
On December 11, 2001, in accordance with Section 2.1(b)(ii) of
the Stock Purchase Agreement, the Fund purchased an additional 5,000 shares of
Preferred Stock. The consideration paid by the Fund for such shares of Preferred
Stock was $5,000,000 in cash, which was obtained by the Fund from capital
contributions made by its partners pursuant to pre-existing capital commitments.
Copies of the Stock Purchase Agreement and the Certificate of
Designation of the Preferred Stock were filed as EXHIBIT 1 and EXHIBIT 2,
respectively, to the Original 13D and are hereby incorporated by reference. The
Fund also entered into a Registration Rights Agreement, dated as of December 12,
2000 (the "Registration Rights Agreement"), among the Company, the Fund and the
other parties signatory thereto, pursuant to which the Company has agreed, under
the terms and conditions set forth therein, to register under the Securities Act
of 1933, as amended, the Common Stock issuable upon the conversion of the shares
of Preferred Stock held by the Fund and all other shares of Common Stock held by
the Fund. A copy of the Registration Rights Agreement was filed as EXHIBIT 3 to
the Original 13D and is hereby incorporated by reference.
Item 4. PURPOSE OF TRANSACTION.
----------------------
No change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Item 5 is hereby amended and restated in its entirety as
follows:
(a) through (c).
8
1. FUND. As of the date hereof, after giving effect to
the acquisition of 5,000 shares of Preferred Stock by the Fund on December 11,
2001 and assuming the conversion of the shares of Preferred Stock held by the
Fund into shares of Common Stock as of such date, the Fund may be deemed to
beneficially own 1,630,436 shares of Common Stock, which, based on calculations
made in accordance with Rule 13d-3(d) promulgated under the Exchange Act and
there being 5,757,981 shares of Common Stock outstanding as of December 3, 2001
(as reported by the Company in the Preliminary Prospectus Supplement to the
Prospectus dated November 29, 2001 as filed with the Securities and Exchange
Commission on December 6, 2001), represents approximately 24.7% of the
outstanding shares of Common Stock.
As described in Item 6 of the Original 13D, the Fund and
Mortimer B. Fuller, III ("Fuller") are parties to a Stockholders Agreement the
result of which may be that the Fund may be deemed to beneficially own Fuller's
shares in addition to its own. If this were the case, the Fund may be deemed to
beneficially own 1,849,545 shares of Common Stock, which, based on calculations
made in accordance with Rule 13d-3(d) promulgated under the Exchange Act and
there being 5,757,981 shares of Common Stock outstanding as of December 3, 2001
(as reported by the Company in the Preliminary Prospectus Supplement to the
Prospectus dated November 29, 2001 as filed with the Securities and Exchange
Commission on December 6, 2001), represents approximately 24.7% of the
outstanding shares of Common Stock. The Fund disclaims beneficial ownership of
Fuller's shares.
2. BBH&CO. By virtue of BBH&Co.'s relationship with the
Fund, BBH&Co. may be deemed to beneficially own 1,630,436 shares of Common
Stock,
9
which, based on calculations made in accordance with Rule 13d-3(d) of the
Exchange Act, and there being 5,757,981 shares of Common Stock outstanding as of
December 3, 2001 (as reported in the Company's Preliminary Prospectus Supplement
to the Prospectus dated December 6, 2001 as filed with the Securities and
Exchange Commission on December 6, 2001), represents approximately 22.1% of the
outstanding shares of Common Stock. As described in Item 6 of the Original 13D,
the Fund and Fuller are parties to a Stockholders Agreement the result of which
may be that BBH&Co. may be deemed to beneficially own Fuller's shares in
addition to its own. If this were the case, BBH&Co. may be deemed to have
beneficial ownership of 1,849,545 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3(d) promulgated under the
Exchange Act and there being 5,757,981 shares of Common Stock outstanding as of
December 3, 2001 (as reported by the Company in the Preliminary Prospectus
Supplement to the Prospectus dated November 29, 2001 as filed with the
Securities and Exchange Commission on December 6, 2001), represents
approximately 24.7% of the outstanding shares of Common Stock. BBH&Co. disclaims
beneficial ownership of Fuller's shares.
3. LONG AND TUCKER. By virtue of the resolution adopted
by BBH&Co. designating Long and Tucker, or either of them, as the sole and
exclusive partners of BBH&Co. having voting power (including the power to vote
or to direct the voting) and investment power (including the power to dispose or
to direct the disposition) with respect to the securities of the Company, Long
may be deemed to beneficially own 1,632,539 shares of Common Stock (which
includes 2,103 shares of Common Stock consisting of units under the Company's
Deferred Stock Plan for Non-
10
Employee Directors and options to purchase 1,000 shares of the Common Stock) and
Tucker may be deemed to beneficially own 1,630,436 shares of Common Stock,
respectively, which, based on calculations made in accordance with Rule 13d-3(d)
promulgated under the Exchange Act and there being 5,757,981 shares of Common
Stock outstanding as of December 3, 2001 (as reported by the Company in the
Preliminary Prospectus Supplement to the Prospectus dated November 29, 2001 as
filed with the Securities and Exchange Commission on December 6, 2001),
represents approximately 22.1% and 22.1%, respectively, of the outstanding
shares of Common Stock.
As described in Item 6 of the Original 13D, the Fund and
Fuller are parties to a Stockholders Agreement the result of which may be that
Long and Tucker be deemed to beneficially own Fuller's shares in addition to its
own. If this were the case, Long may be deemed to have beneficial ownership of
1,851,648 shares of Common Stock (which includes 2,103 shares of Common Stock
consisting of units under the Company's Deferred Stock Plan for Non-Employee
Directors and options to purchase 1,000 shares of the Common Stock) and Tucker
may be deemed to have beneficial ownership of 1,849,545 shares of Common Stock,
respectively, which, based on calculations made in accordance with Rule 13d-3(d)
promulgated under the Exchange Act and there being 5,757,981 shares of Common
Stock outstanding as of December 3, 2001 (as reported by the Company in the
Preliminary Prospectus Supplement to the Prospectus dated November 29, 2001 as
filed with the Securities and Exchange Commission on December 6, 2001),
represents approximately 24.7% and 24.7%, respectively, of the outstanding
shares of Common Stock. Long and Tucker disclaim beneficial ownership of
Fuller's shares.
Except as set forth above, no Reporting Person nor, to the
best knowledge of each Reporting Person, any person identified on Schedule I to
the original 13D,
11
beneficially owns any shares of Common Stock or has effected any transaction in
shares of Common Stock during the proceeding 60 days.
(d) No person other than the persons listed is known to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of any securities owned by any member of the
group.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE COMMON
STOCK OF THE ISSUER.
------------------------------------------
No change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
No change.
12
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 13, 2001
THE 1818 FUND III, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /s/ Lawrence C. Tucker
---------------------------------------
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Lawrence C. Tucker
---------------------------------------
Name: Lawrence C. Tucker
Title: Partner
/s/ T. Michael Long
--------------------------------------------
T. Michael Long
/s/ Lawrence C. Tucker
--------------------------------------------
Lawrence C. Tucker