UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
Genesee & Wyoming, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
37-1559105
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(CUSIP Number)
Michael L. Zuppone
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
(212) 856-7000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 15, 1997
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(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./ /
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 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.
618476.1
<PAGE>
CUSIP No. 37-1559105 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Suzanne M. Fuller
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SECTION 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 OF ORGANIZATION
State of New York
7 SOLE VOTING POWER
221,441
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
221,441
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
618476.1
<PAGE>
CUSIP No. 37-1559105 SCHEDULE 13D
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This Amendment No.2 to Schedule 13D, which is filed pursuant to
Rule 13d-2(a) of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended ("Amendment No. 2"), amends and supplements the original
Schedule 13D, dated June 2, 1997 (the "Original Schedule 13D"), which was
originally filed with the Securities and Exchange Commission (the "SEC") on June
12, 1997 on behalf of Suzanne M. Fuller and subsequently amended by Amendment
No.1, dated July 23, 1997, as filed with the SEC on July 29, 1997, with respect
to the ownership of Class A Common Stock, $0.01 par value, of Genesee & Wyoming,
Inc. All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
(a) and (b) As reported in the Issuers's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1997, there were 4,401,184
Shares outstanding as of June 30, 1997. As of the date hereof, the Reporting
Person held an aggregate of 221,441 Shares, constituting approximately 5.03% of
the Shares outstanding. The Reporting Person is the sole beneficial owner of the
foregoing 221,441 Shares and accordingly possesses the sole power to vote or
dispose of the Shares.
(c) The Reporting Person engaged in the following the
following sales of Shares which were executed in ordinary brokerage transactions
in the over-the-counter market:
Number of Per Share
Date Shares Price
------ --------- -----
8/1/97 20,000 $25.92
8/6/97 20,000 $26.67
9/12/97 2,500 $33.88
9/15/97 10,000 $33.54
(d) Not Applicable.
(e) Not Applicable.
618476.1
<PAGE>
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: September 22, 1997
/s/ Suzanne M. Fuller
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Suzanne M. Fuller
618476.1
