<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
----------------------
SCHEDULE 13G
------------
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
--------
RailWorks Corporation
---------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
750789109
---------
(CUSIP Number)
December 31, 1998
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1 (d)
- ---------------
(1) 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 the disclosures provided in a prior cover page.
The information required in 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 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).
<PAGE> 2
CUSIP NO. 750789109 13G PAGE 1 OF 4 PAGES
--------- ----- ----
1. NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John G. Larkin
---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
---------------------------------------------------------------------------
5. SOLE VOTING POWER 828,309
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER 0
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 7. SOLE DISPOSITIVE POWER 828,309
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH 8. SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
828,309
---------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
---------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% (1)
---------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on 13,796,038 shares of Common Stock outstanding on February 4, 1999.
<PAGE> 3
ITEM 1(A). NAME OF ISSUER:
RailWorks Corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1104 Kenilworth Drive
Suite 301
Baltimore, Maryland 21204
ITEM 2(A). NAME OF PERSON FILING:
John G. Larkin
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1104 Kenilworth Drive
Suite 301
Baltimore, Maryland 21204
ITEM 2(C). CITIZENSHIP:
United States
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value
ITEM 2(E). CUSIP NUMBER:
750789109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a) (6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a) (19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13-d-1(b) (1)(ii)
(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1 (b) (1) (ii) (F);
Page 2 of 4 Pages
<PAGE> 4
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1 (b) (1) (ii) (G).3
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c) (14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b) (1) (ii) (J).
If this statement is filed pursuant to Rule 13d-1 (c), check
this box. [ ]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
828,309
(b) Percent of class:
6.0 % [Based on 13,796,038 shares of Common Stock outstanding on
February 4, 1999.]
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 828,309
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 828,309
(iv) Shared power to dispose or to direct the disposition of 0
Instruction: For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d-3(d) (1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
Page 3 of 4 Pages
<PAGE> 5
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY HE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
February 11, 1999 /s/ John G. Larkin
- ----------------------- ------------------------------------
Date John G. Larkin
Page 4 of 4 Pages
