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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): March 10, 2000
GENESEE CORPORATION
(Exact Name of Registrant as Specified in Charter)
NEW YORK 0-1653 16-0445920
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
445 St. Paul Street, Rochester, New York 14605
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (716) 546-1030
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GENESEE CORPORATION
Item 1. Changes in Control of Registrant
(a) A change in control of Genesee Corporation (the "Registrant") occurred
on March 10, 2000 upon the death of John L. Wehle, Jr. who, at the time of his
death, was Chairman of the Registrant's Board of Directors and the holder of
voting rights with respect to a controlling interest in the Class A (voting)
Common Stock of the Registrant. As a result of the death of John L. Wehle, Jr.,
Charles S. Wehle, a Senior Vice President of the Registrant and a member and
recently elected Chairman of its Board of Directors, acquired the right to vote
and dispose of (i) 73,845 shares of Class A (voting) Common Stock as the
successor trustee under a trust created by the Last Will and Testament of Louis
A. Wehle (the "LAW Trust"); (ii) 31,443 shares of Class A (voting) Common Stock
as the successor Trustee under the marital trust established under the Last Will
and Testament of John L. Wehle, Sr. (the "JLW, Sr. Trust"); (iii) 12,145 shares
of Class A (voting) Common Stock as the successor Trustee under the Elizabeth R.
Wehle Irrevocable Trust ("ERW Trust"); and (iv) 10,514 shares of Class A
(voting) Common Stock as the successor to John L. Wehle, Jr. under the terms of
a Shareholder Agreement and Irrevocable Proxy (the "Shareholder Agreement"). As
a result of the foregoing, Charles S. Wehle now has the right to vote and
dispose of 127,947 shares of Class A (voting) Common Stock of the Registrant,
representing 61% of the Class A (voting) Common Stock currently issued and
outstanding.
(b) The LAW, ERW and JLW, Sr. Trusts and the Shareholder Agreement referred
to in Item 1(a) may result in a change in control of the Registrant upon the
death or incapacity of Charles S. Wehle. Henry S. Wehle is the successor to
Charles S. Wehle under the terms of the LAW, ERW and JLW, Sr. Trusts and the
Shareholder Agreement. Upon the death or incapacity of Charles S. Wehle, Henry
S. Wehle would acquire sole power to vote and dispose of all of the Class A
(voting) Common Stock of the Registrant then controlled by the LAW, ERW and JLW,
Sr. Trusts and the Shareholder Agreement.
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GENESEE CORPORATION
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 Corporation
Date: March 23, 2000 By /s/Mark W. Leunig
Mark W. Leunig, Vice President and Secretary
