-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T16OBpcnM0eQ5ztJXjHGyFnQInKEmwm2ftmvlfpMRnxSnEcXR2dXwBXuL2Lr/Ieq nZaUOYcPbRCoCOlNbmhecg== 0000903112-97-001330.txt : 19971028 0000903112-97-001330.hdr.sgml : 19971028 ACCESSION NUMBER: 0000903112-97-001330 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971027 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE & WYOMING INC CENTRAL INDEX KEY: 0001012620 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 060984624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48165 FILM NUMBER: 97701445 BUSINESS ADDRESS: STREET 1: 71 LEWIS ST CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293722 MAIL ADDRESS: STREET 1: 71 LEWIS STREET STREET 2: 71 LEWIS STREET CITY: GREENWICH STATE: CT ZIP: 06830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FULLER SUZANNE M CENTRAL INDEX KEY: 0001040791 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BATTLE FOWLER LLP STREET 2: 75 EAST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128567000 SC 13D/A 1 SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3)* Under the Securities Exchange Act of 1934 Genesee & Wyoming, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 37-1559105 - ------------------------------------------------------------------------------- (CUSIP Number) Michael L. Zuppone Battle Fowler LLP 75 East 55th Street New York, New York 10022 (212) 856-7000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 8, 1997 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 642045.1 CUSIP No. 37-1559105 ---------- SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Suzanne M. Fuller 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ / 3 SECTION USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of New York 7 SOLE VOTING POWER 131,441 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 131,441 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 131,441 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.99% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 642045.1 CUSIP No. 37-1559105 SCHEDULE 13D This Amendment No.3 to Schedule 13D, which is filed pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended ("Amendment No. 3"), amends and supplements the original Schedule 13D, dated June 2, 1997 (the "Original Schedule 13D"), which was originally filed with the Securities and Exchange Commission (the "SEC") on June 12, 1997 on behalf of Suzanne M. Fuller and subsequently amended by Amendment No.1, dated July 23, 1997, as filed with the SEC on July 29, 1997, and Amendment No. 2, dated September 15, 1997, as filed with the SEC on September 22, 1997, with respect to the ownership of Class A Common Stock, $0.01 par value, of Genesee & Wyoming, Inc. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and supplemented as follows: (a) and (b) As reported in the Issuers's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997, there were 4,401,184 Shares outstanding as of June 30, 1997. As of the date hereof, the Reporting Person held an aggregate of 131,441 Shares, constituting approximately 2.99% of the Shares outstanding. The Reporting Person is the sole beneficial owner of the foregoing 131,441 Shares and accordingly possesses the sole power to vote or dispose of the Shares. (c) The Reporting Person engaged in the following the following sales of Shares which were executed in ordinary brokerage transactions in the over-the-counter market: Number of Per Share Date Shares Price - ------ --------- ----- 10/6/97 25,000 $30.44 10/7/97 20,000 $30.44 10/8/97 25,000 $30.69 10/8/97 20,000 $30.19 (d) Not Applicable. (e) On October 8, 1997, the Reporting Persons ceased to be a beneficial owner of more than 5% of the Shares, thereby terminating any future obligation of the Reporting Person to report on Schedule 13D with respect to the existing beneficial ownership of the Shares. 642045.1 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 20, 1997 /s/ Suzanne M. Fuller ---------------------------- Suzanne M. Fuller 642045.1 -----END PRIVACY-ENHANCED MESSAGE-----