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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
/ / Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Matney R.C.
(Last) (First) (Middle)
600 N. Emerson Avenue
(Street)
Greenwood, Indiana 46143
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RailWorks Corporation (RWKS)
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Statement for Month/Year
8/99
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
/X/ Director / / 10% Owner
/ / Officer (give title below) / / Other (specify below)
7. Individual or Joint/Group Reporting (Check Applicable Line)
/X/ Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
* If the form is filed by more than one reporting person, see instruction
4(b)(v).
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Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount
of Secu-
rities
4. Securities Acquired (A) Bene- 6. Ownership
2. Trans- 3. Trans- or Disposed of (D) ficially Form:
action action (Instr. 3, 4 and 5) Owned Direct 7. Nature of
Date Code ----------------------------- at End (D) or Indirect
(Month/ (Instr. 8) (A) of Month Indirect Beneficial
1. Title of Security Day/ ------------- Amount or Price (Instr. (I) Ownership
(Instr. 3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4)
- ----------------------------- ---------- ------ ----- ------------ --- ---------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
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Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- ative Securities and Expiration Date
Exercise action 4. Transac- Acquired (A) or (Month/Day/Year)
Price of Date tion Code Disposed of (D) ----------------------
Deriv- (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ ------------- -------------------------- Exercis- Expiration
(Instr. 3) Security Year) Code V (A) (D) able Date
- ---------------------------------------- ----------- ---------- ------ ----- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stock Option (right to buy) $10.00 8/23/99 A V 10,000 (1) 8/22/09
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9. Number of 10. Ownership
Derivative Form of
Securities Derivative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
---------------------------------------- 8. Price of Owned at (D) or Indirect
Amount or Derivative End of Indirect Beneficial
1. Title of Derivative Title Number of Security Month (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
- --------------------------- --------------------------- ----------- ------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Stock Option (right to buy) Common Stock 10,000 10,000 D
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Explanation of Responses:
(1) Exercisable 25% per year over four years commencing on 8/23/99.
/s/ John Polatz, Power of Attorney 9/10/99
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**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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POWER OF ATTORNEY
KNOW ALL MEAN BY THESE PRESENTS that the undersigned hereby
constitutes and appoints John Kennedy, Harold C. Kropp, Jr., John Polatz and
Carla Berkenkemper, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned, with full power to appoint ad substitute
or substitutes to act hereunder, for the undersigned and in his name, to
execute and file with the Securities and Exchange Commission on behalf of the
undersigned or on behalf of any trust with respect to which the undersigned
serves as a trustee, any Form 3s, Form 4s or Form 5s (or any amendments
thereto) required to be so executed and filed by the undersigned or any such
trust with respect to which the undersigned serves as trustee under Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), and the
rules and regulations promulgated thereunder. The undersigned hereby gives to
said agents and attorneys-in-fact, and to each of them, full power and
authority to act in the premises, including, but not limited to, full power
and authority to determine in his or their sole discretion the time when,
purpose for and manner in which any powers herein conferred shall be
exercised. The undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them, or any substitute or substitutes, may
do by virtue hereof. This power of attorney shall remain valid and in full
force and effect until the earlier of (i) the date on which the undersigned is
no longer subject to the reporting requirements under Section 16(a) of the Act
and the rules and regulations promulgated thereunder and (ii) the date on
which this power of attorney is revoked in writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney this 29th day of July, 1998.
/s/ R.C. Matney
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(Signature)
R.C. Matney
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(Print Name)
