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CUSIP No. 371559 10 5 (Page 1 of 11 Pages)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
Genesee & Wyoming Inc.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
371559 10 5
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(CUSIP Number)
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CUSIP No. 371559 10 5 (Page 2 of 11 Pages)
13G
1 Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
MORTIMER B. FULLER, III (INDIVIDUALLY AND AS TRUSTEE OR CO-TRUSTEE)
FRANCES A. FULLER (INDIVIDUALLY AND AS CO-TRUSTEE)
(SEE ITEM 2(A) FOR DESCRIPTION OF SUCH TRUSTEE AND CO-TRUSTEE CAPACITIES)
2 Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
ALL MEMBERS OF THE GROUP ARE UNITED STATES CITIZENS
5 Sole Voting Power:
MORTIMER B. FULLER, III - 1,300,844
Number of FRANCES A. FULLER - 0
Shares
Beneficially
Owned by
Each
Reporting
Person with
6 Shared Voting Power:
MORTIMER B. FULLER, III - 0
FRANCES A. FULLER - 0
7 Sole Dispositive Power:
MORTIMER B. FULLER, III - 734,634
FRANCES A. FULLER - 21,830
8 Shared Dispositive Power:
MORTIMER B. FULLER, III - 544,380
FRANCES A. FULLER - 544,380
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,844 (See Item 4 for disclaimer of beneficial ownership)
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
11 Percent of Class Represented by Amount in Row (9)
25.7%
12 Type of Reporting Person*
00 (A GROUP)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 371559 10 5 (Page 3 of 11 Pages)
ITEM 1(A). NAME OF ISSUER:
Genesee & Wyoming Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
71 Lewis Street
Greenwich, Connecticut 06830
ITEM 2(A). NAMES OF PERSONS FILING:
Mortimer B. Fuller, III
Frances A. Fuller
Mortimer B. Fuller, III, as Trustee of the Frances A. Fuller Family
Trust
Mortimer B. Fuller, III and Frances A. Fuller, as Co-Trustees of the
Residuary Trust u/w of Mortimer B. Fuller, Jr.
Mortimer B. Fuller, III and Frances A. Fuller, as Co-Trustees of the
Marital Trust u/w of Mortimer B. Fuller, Jr.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
For all members of group:
c/o Genesee & Wyoming Inc.
71 Lewis Street
Greenwich, Connecticut 06830
ITEM 2(C). CITIZENSHIP:
All of the members of the group are United States citizens
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Class A Common Stock
ITEM 2(E) CUSIP NUMBER:
371559 10 5
ITEM 3. STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B):
Not Applicable
ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned: 1,300,844 shares (see Exhibit 1)
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CUSIP No. 371559 10 5 (Page 4 of 11 Pages)
(b) Percent of Class: 25.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Mortimer B. Fuller, III (individually or as Trustee) -
1,300,844
Frances A. Fuller (in any capacity) - 0
(ii) shared power to vote or to direct the vote:
Mortimer B. Fuller, III (in any capacity) - 0
Frances A. Fuller (in any capacity) - 0
(iii) sole power to dispose or to direct the disposition of:
Mortimer B. Fuller, III (individually or as Trustee) -
734,634
Frances A. Fuller (individually) - 21,830
(iv) shared power to dispose or to direct the disposition of:
Mortimer B. Fuller, III (as Co-Trustee) - 544,380
Frances A. Fuller (as Co-Trustee) - 544,380
Pursuant to Rule 13d-4, each member of the group expressly declares
that the filing of this Schedule 13G shall not be construed as an
admission that such member is, for purposes of Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, the beneficial owner of shares
owned by the other members of the group, except for shares as to which
members of the group are Co-Trustees.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
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CUSIP No. 371559 10 5 (Page 5 of 11 Pages)
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
See Exhibit 1
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
Not Applicable
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CUSIP No. 371559 10 5 (Page 6 of 11 Pages)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 5, 1997 /s/ Mortimer B. Fuller, III
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Mortimer B. Fuller, III
Dated: February 5, 1997 *Frances A. Fuller
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Frances A. Fuller
Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee
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Mortimer B. Fuller, III, as Trustee of the Frances
A. Fuller Family Trust
Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee
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Mortimer B. Fuller, III, as Co-Trustee of the
Residuary Trust u/w of Mortimer B. Fuller, Jr.
Dated: February 5, 1997 * Frances A. Fuller, Co-Trustee
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Frances A. Fuller, as Co-Trustee of the Residuary
Trust u/w of Mortimer B. Fuller, Jr.
Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee
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Mortimer B. Fuller, III, as Co-Trustee of the
Marital Trust u/w of Mortimer B. Fuller, Jr.
Dated: February 5, 1997 * Frances A. Fuller, Co-Trustee
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Frances A. Fuller, as Co-Trustee of the Marital
Trust u/w of Mortimer B. Fuller, Jr.
Dated: February 5, 1997 *By: /s/ Mortimer B. Fuller, III
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Mortimer B. Fuller, III, Attorney-in-Fact
*Power of Attorney filed herewith as Exhibit 3.
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CUSIP No. 371559 10 5 (Page 7 of 11 Pages)
EXHIBIT 1
This Schedule 13G is being filed by a group pursuant to Rule 13d-5(b)(1).
The members of the group are as follows: Mortimer B. Fuller, III; Frances A.
Fuller; Mortimer B. Fuller, III, as Trustee of the Frances A. Fuller Family
Trust; Mortimer B. Fuller, III and Frances A. Fuller, as Co-Trustees of the
Residuary Trust u/w of Mortimer B. Fuller, Jr.; and Mortimer B. Fuller, III and
Frances A. Fuller, as Co-Trustees of the Marital Trust u/w of Mortimer B.
Fuller, Jr.
Each of the members the group (other than Mortimer B. Fuller, III, as
Trustee of the Frances A. Fuller Family Trust) is a party to a Voting Agreement
and Stock Purchase Option dated March 21, 1980, as amended as of March 29, 1996
(the "Voting Agreement"), pursuant to which Mortimer B. Fuller, III has been
granted an irrevocable proxy to vote all shares of the Issuer owned by the such
members of the group. The Voting Agreement terminates by its terms, and the
group may dissolve, upon (i) the incompetency, disability or death of Mortimer
B. Fuller, III, (ii) the written agreement of all of the parties to the Voting
Agreement, or (iii) expiration of the term of the Voting Agreement on March 20,
2008 and the failure of the parties to renew it for an additional term.
The shares of the Issuer's Class A Common Stock reported in this Schedule
13G consist of: (a) shares of Class A Common Stock directly owned by the
members of the group (individually or as Trustee or Co-Trustee); and (b) shares
of the Issuer's Class B Common Stock, par value $.01 per share, directly owned
by such members (individually or as Co-Trustee). The Issuer's Class B Common
Stock, which is not registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, has ten votes per share (as compared with the
Class A Common Stock, which has one vote per share), and is freely convertible
into an equal number of shares of Class A Common Stock.
The beneficial ownership of the Issuer's Class A Common Stock by each member
of the group as of December 31, 1996 is as follows:
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CUSIP No. 371559 10 5 (Page 8 of 11 Pages)
Class A Com- Class B Com-
mon Stock mon Stock
Member of Group Directly Directly
Owned Owned TOTAL
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Mortimer B. Fuller, III, individually 317,091 386,093 703,184
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Frances A. Fuller, individually 21,830 0 21,830
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Mortimer B. Fuller, III, as Trustee of 31,450 0 31,450
the Frances A. Fuller Family Trust
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Mortimer B. Fuller, III and Frances A. 188,607 188,607 377,214
Fuller, as Co-Trustees of the Residuary
Trust u/w of Mortimer B. Fuller, Jr.
- --------------------------------------------------------------------------------
Mortimer B. Fuller, III and Frances A. 83,583 83,583 167,166
Fuller, as Co-Trustees of the Marital
Trust u/w of Mortimer B. Fuller, Jr.
TOTAL 642,561 658,283 1,300,844
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CUSIP No. 371559 10 5 (Page 9 of 11 Pages)
EXHIBIT 2
AGREEMENT
The undersigned agree that this Schedule 13G under the Securities Exchange
Act of 1934, as amended, relating to shares of the Class A Common Stock of
Genesee & Wyoming Inc., to which this Agreement is an Exhibit and which is to be
filed with the Securities and Exchange Commission on or before February 14,
1997, is filed on behalf of each of the undersigned.
Dated: February 5, 1997 /s/ Mortimer B. Fuller, III
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Mortimer B. Fuller, III
Dated: February 5, 1997 *Frances A. Fuller
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Frances A. Fuller
Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee
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Mortimer B. Fuller, III, as Trustee of the Frances
A. Fuller Family Trust
Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee
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Mortimer B. Fuller, III, as Co-Trustee of the
Residuary Trust u/w of Mortimer B. Fuller, Jr.
Dated: February 5, 1997 * Frances A. Fuller, Co-Trustee
-------------------------------
Frances A. Fuller, as Co-Trustee of the Residuary
Trust u/w of Mortimer B. Fuller, Jr.
Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee
------------------------------------
Mortimer B. Fuller, III, as Co-Trustee of the
Marital Trust u/w of Mortimer B. Fuller, Jr.
Dated: February 5, 1997 * Frances A. Fuller, Co-Trustee
-------------------------------
Frances A. Fuller, as Co-Trustee of the Marital
Trust u/w of Mortimer B. Fuller, Jr.
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CUSIP No. 371559 10 5 (Page 10 of 11 Pages)
Dated: February 5, 1997 *By: /s/ Mortimer B. Fuller, III
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Mortimer B. Fuller, III, Attorney-in-Fact
*Power of Attorney filed herewith as Exhibit 3.
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CUSIP No. 371559 10 5 (Page 11 of 11 Pages)
EXHIBIT 3
GENESEE & WYOMING INC.
SCHEDULE 13G AND ALL AMENDMENTS THERETO
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS: That the undersigned, in her individual
capacity, as Co-Trustee of the Residuary Trust u/w of Mortimer B. Fuller, Jr.,
and as Co-Trustee of the Marital Trust u/w of Mortimer B. Fuller, Jr.
(collectively, the "Undersigned"), DOES HEREBY constitute and appoint each of
Mortimer B. Fuller, III and James B. Gray, Jr., or either of them, the attorney
or attorneys of the Undersigned with full power of substitution for and in name,
place and stead of the Undersigned to sign on behalf of the Undersigned a
Schedule 13G under the Securities Exchange Act of 1934, as amended (the "Act"),
and file such Schedule 13G with the Securities and Exchange Commission (the
"Commission") on or before February 14, 1997, and to sign and file with the
Commission any and all Amendments to such Schedule 13G, pertaining to securities
of Genesee & Wyoming Inc. owned or controlled by the Undersigned, with full
power and authority to do and perform any and all acts and things whatsoever
under and in accordance with the Act, and the rules and regulations promulgated
thereunder by the Commission, hereby ratifying and approving the acts of such
attorney or attorneys, or any such substitute or substitutes.
IN WITNESS WHEREOF, the Undersigned has hereunto set her hand this 5th day
---
of February, 1997.
/s/ Frances A. Fuller
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Frances A. Fuller,
Individually and as Co-Trustee
State of Arizona )
County of Maricopa ) ss:
On this 5th day of February, 1997, before me personally came Frances A.
---
Fuller, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and the above-named person acknowledged to me
that she person executed the same.
/s/ Clara H. Morrison
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Notary Public
Clara H. Morrison
Notary Public - Arizona
Maricopa County
My Commission Expires
July 18, 1998
