SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 7, 2000
GENESEE & WYOMING INC.
(Exact Name of registrant specified in its charter)
Delaware 0-20847 06-0984624
(State or other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
66 Field Point Road
Greenwich, Connecticut 06830
(Address of principal executive offices)
Registrant's telephone number: (203) 629-3722
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Item 5. Other Events
The purpose of this Form 8-K is to file two press releases recently
issued by Genesee & Wyoming Inc. (GWI) and certain related documents.
In the most recent press release, issued December 18, 2000, GWI
announced that its joint venture, Australian Railroad Group Pty Ltd, has
completed the acquisition of Westrail Freight from the government of Western
Australia for approximately $323 million, including working capital and
acquisition costs. GWI also announced in this press release that it has
completed the sale of $20 million of convertible preferred stock to The
1818 Fund III, L.P., an affiliate of Brown Brothers Harriman & Co. A copy of
this press release is filed herewith as Exhibit 99.1 and is hereby
incorporated by reference to this Item 5.
In the earlier press release, issued on December 8, 2000, GWI
announced that it has refinanced its Mexican subsidiary, Compania de
Ferrocarriles Chiapas-Mayab, with $42.5 million of debt and equity capital.
A copy of this press release is filed herewith as Exhibit 99.2 and is hereby
incorporated by reference to this Item 5.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
3.1 Restated Certificate of Incorporation of Genesee &
Wyoming Inc., dated November 14, 2000.
3.2 Certificate of Designation of 4.0% Senior Redeemable
Convertible Preferred Stock, Series A, dated December
11, 2000.
10.1 Stock Purchase Agreement by and between Genesee &
Wyoming Inc. and The 1818 Fund III, L.P., dated October
19, 2000.
10.2 Registration Rights Agreement between Genesee & Wyoming
Inc. and The 1818 Fund III, L.P., dated December 12,
2000.
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10.3 Letter Agreement between Genesee & Wyoming Inc., The
1818 Fund III, L.P. and Mortimer B. Fuller, III, dated
December 12, 2000.
99.1 Press release issued on December 18, 2000.
99.2 Press release issued on December 8, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GENESEE & WYOMING INC.
(Registrant)
By: /s/ John C. Hellmann
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Name: John C. Hellmann
Title: Chief Financial Officer
December 20, 2000
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INDEX TO EXHIBITS
Exhibit Number Exhibit Title
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3.1 Restated Certificate of Incorporation of Genesee & Wyoming
Inc., dated November 14, 2000.
3.2 Certificate of Designation of 4.0% Senior Redeemable
Convertible Preferred Stock, Series A, dated December 11,
2000.
10.1 Stock Purchase Agreement by and between Genesee & Wyoming
Inc. and The 1818 Fund III, L.P., dated October 19, 2000.
10.2 Registration Rights Agreement between Genesee & Wyoming
Inc. and The 1818 Fund III, L.P., dated December 12, 2000.
10.3 Letter Agreement between Genesee & Wyoming Inc., The 1818
Fund III, L.P. and Mortimer B. Fuller, III, dated December
12, 2000.
99.1 Press release issued on December 18, 2000.
99.2 Press release issued on December 8, 2000.
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