-----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, R31DMeQ0LPbWsaRrTB5DZK73MlHCAeD/OWdF5I2Ebr4zOkWWehnyjbFRkBbA4ClJ VdT9jnez7iZRurdI98/+Yw== 0000950130-97-000541.txt : 19970222 0000950130-97-000541.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950130-97-000541 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970212 SROS: NONE GROUP MEMBERS: FRANCES A. FULLER GROUP MEMBERS: FULLER MORTIMER B III 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48165 FILM NUMBER: 97526913 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 MORTIMER B III CENTRAL INDEX KEY: 0001032793 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 71 LEWIS STREET CITY: GREENWICH STATE: CT ZIP: 06830 MAIL ADDRESS: STREET 1: 71 LEWIS STREET CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 SCHEDULE 13G CUSIP No. 371559 10 5 (Page 1 of 11 Pages) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _____) Genesee & Wyoming Inc. ---------------------- (Name of Issuer) Class A Common Stock, $.01 par value ------------------------------------ (Title of Class of Securities) 371559 10 5 ----------- (CUSIP Number) ------------------- CUSIP No. 371559 10 5 (Page 2 of 11 Pages) 13G 1 Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons MORTIMER B. FULLER, III (INDIVIDUALLY AND AS TRUSTEE OR CO-TRUSTEE) FRANCES A. FULLER (INDIVIDUALLY AND AS CO-TRUSTEE) (SEE ITEM 2(A) FOR DESCRIPTION OF SUCH TRUSTEE AND CO-TRUSTEE CAPACITIES) 2 Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization ALL MEMBERS OF THE GROUP ARE UNITED STATES CITIZENS 5 Sole Voting Power: MORTIMER B. FULLER, III - 1,300,844 Number of FRANCES A. FULLER - 0 Shares Beneficially Owned by Each Reporting Person with 6 Shared Voting Power: MORTIMER B. FULLER, III - 0 FRANCES A. FULLER - 0 7 Sole Dispositive Power: MORTIMER B. FULLER, III - 734,634 FRANCES A. FULLER - 21,830 8 Shared Dispositive Power: MORTIMER B. FULLER, III - 544,380 FRANCES A. FULLER - 544,380 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,300,844 (See Item 4 for disclaimer of beneficial ownership) 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row (9) 25.7% 12 Type of Reporting Person* 00 (A GROUP) *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 371559 10 5 (Page 3 of 11 Pages) ITEM 1(A). NAME OF ISSUER: Genesee & Wyoming Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 71 Lewis Street Greenwich, Connecticut 06830 ITEM 2(A). NAMES OF PERSONS FILING: Mortimer B. Fuller, III Frances A. Fuller Mortimer B. Fuller, III, as Trustee of the Frances A. Fuller Family Trust Mortimer B. Fuller, III and Frances A. Fuller, as Co-Trustees of the Residuary Trust u/w of Mortimer B. Fuller, Jr. Mortimer B. Fuller, III and Frances A. Fuller, as Co-Trustees of the Marital Trust u/w of Mortimer B. Fuller, Jr. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: For all members of group: c/o Genesee & Wyoming Inc. 71 Lewis Street Greenwich, Connecticut 06830 ITEM 2(C). CITIZENSHIP: All of the members of the group are United States citizens ITEM 2(D). TITLE OF CLASS OF SECURITIES: Class A Common Stock ITEM 2(E) CUSIP NUMBER: 371559 10 5 ITEM 3. STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B): Not Applicable ITEM 4 OWNERSHIP: (a) Amount Beneficially Owned: 1,300,844 shares (see Exhibit 1) CUSIP No. 371559 10 5 (Page 4 of 11 Pages) (b) Percent of Class: 25.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Mortimer B. Fuller, III (individually or as Trustee) - 1,300,844 Frances A. Fuller (in any capacity) - 0 (ii) shared power to vote or to direct the vote: Mortimer B. Fuller, III (in any capacity) - 0 Frances A. Fuller (in any capacity) - 0 (iii) sole power to dispose or to direct the disposition of: Mortimer B. Fuller, III (individually or as Trustee) - 734,634 Frances A. Fuller (individually) - 21,830 (iv) shared power to dispose or to direct the disposition of: Mortimer B. Fuller, III (as Co-Trustee) - 544,380 Frances A. Fuller (as Co-Trustee) - 544,380 Pursuant to Rule 13d-4, each member of the group expressly declares that the filing of this Schedule 13G shall not be construed as an admission that such member is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of shares owned by the other members of the group, except for shares as to which members of the group are Co-Trustees. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable CUSIP No. 371559 10 5 (Page 5 of 11 Pages) ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: See Exhibit 1 ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable ITEM 10. CERTIFICATION: Not Applicable CUSIP No. 371559 10 5 (Page 6 of 11 Pages) 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. Dated: February 5, 1997 /s/ Mortimer B. Fuller, III --------------------------- Mortimer B. Fuller, III Dated: February 5, 1997 *Frances A. Fuller ------------------ Frances A. Fuller Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee ------------------------------------ Mortimer B. Fuller, III, as Trustee of the Frances A. Fuller Family Trust Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee ------------------------------------ Mortimer B. Fuller, III, as Co-Trustee of the Residuary Trust u/w of Mortimer B. Fuller, Jr. Dated: February 5, 1997 * Frances A. Fuller, Co-Trustee ------------------------------- Frances A. Fuller, as Co-Trustee of the Residuary Trust u/w of Mortimer B. Fuller, Jr. Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee ------------------------------------ Mortimer B. Fuller, III, as Co-Trustee of the Marital Trust u/w of Mortimer B. Fuller, Jr. Dated: February 5, 1997 * Frances A. Fuller, Co-Trustee ------------------------------- Frances A. Fuller, as Co-Trustee of the Marital Trust u/w of Mortimer B. Fuller, Jr. Dated: February 5, 1997 *By: /s/ Mortimer B. Fuller, III --------------------------- Mortimer B. Fuller, III, Attorney-in-Fact *Power of Attorney filed herewith as Exhibit 3. EX-99.1 2 IDENTIFICATION AND CLASSIFICATION OF GROUP MEMBERS CUSIP No. 371559 10 5 (Page 7 of 11 Pages) EXHIBIT 1 This Schedule 13G is being filed by a group pursuant to Rule 13d-5(b)(1). The members of the group are as follows: Mortimer B. Fuller, III; Frances A. Fuller; Mortimer B. Fuller, III, as Trustee of the Frances A. Fuller Family Trust; Mortimer B. Fuller, III and Frances A. Fuller, as Co-Trustees of the Residuary Trust u/w of Mortimer B. Fuller, Jr.; and Mortimer B. Fuller, III and Frances A. Fuller, as Co-Trustees of the Marital Trust u/w of Mortimer B. Fuller, Jr. Each of the members the group (other than Mortimer B. Fuller, III, as Trustee of the Frances A. Fuller Family Trust) is a party to a Voting Agreement and Stock Purchase Option dated March 21, 1980, as amended as of March 29, 1996 (the "Voting Agreement"), pursuant to which Mortimer B. Fuller, III has been granted an irrevocable proxy to vote all shares of the Issuer owned by the such members of the group. The Voting Agreement terminates by its terms, and the group may dissolve, upon (i) the incompetency, disability or death of Mortimer B. Fuller, III, (ii) the written agreement of all of the parties to the Voting Agreement, or (iii) expiration of the term of the Voting Agreement on March 20, 2008 and the failure of the parties to renew it for an additional term. The shares of the Issuer's Class A Common Stock reported in this Schedule 13G consist of: (a) shares of Class A Common Stock directly owned by the members of the group (individually or as Trustee or Co-Trustee); and (b) shares of the Issuer's Class B Common Stock, par value $.01 per share, directly owned by such members (individually or as Co-Trustee). The Issuer's Class B Common Stock, which is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, has ten votes per share (as compared with the Class A Common Stock, which has one vote per share), and is freely convertible into an equal number of shares of Class A Common Stock. The beneficial ownership of the Issuer's Class A Common Stock by each member of the group as of December 31, 1996 is as follows: CUSIP No. 371559 10 5 (Page 8 of 11 Pages) Class A Com- Class B Com- mon Stock mon Stock Member of Group Directly Directly Owned Owned TOTAL - -------------------------------------------------------------------------------- Mortimer B. Fuller, III, individually 317,091 386,093 703,184 - -------------------------------------------------------------------------------- Frances A. Fuller, individually 21,830 0 21,830 - -------------------------------------------------------------------------------- Mortimer B. Fuller, III, as Trustee of 31,450 0 31,450 the Frances A. Fuller Family Trust - -------------------------------------------------------------------------------- Mortimer B. Fuller, III and Frances A. 188,607 188,607 377,214 Fuller, as Co-Trustees of the Residuary Trust u/w of Mortimer B. Fuller, Jr. - -------------------------------------------------------------------------------- Mortimer B. Fuller, III and Frances A. 83,583 83,583 167,166 Fuller, as Co-Trustees of the Marital Trust u/w of Mortimer B. Fuller, Jr. TOTAL 642,561 658,283 1,300,844 =============================================================================== EX-99.2 3 AGREEMENT CUSIP No. 371559 10 5 (Page 9 of 11 Pages) EXHIBIT 2 AGREEMENT The undersigned agree that this Schedule 13G under the Securities Exchange Act of 1934, as amended, relating to shares of the Class A Common Stock of Genesee & Wyoming Inc., to which this Agreement is an Exhibit and which is to be filed with the Securities and Exchange Commission on or before February 14, 1997, is filed on behalf of each of the undersigned. Dated: February 5, 1997 /s/ Mortimer B. Fuller, III --------------------------- Mortimer B. Fuller, III Dated: February 5, 1997 *Frances A. Fuller ------------------ Frances A. Fuller Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee ------------------------------------ Mortimer B. Fuller, III, as Trustee of the Frances A. Fuller Family Trust Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee ------------------------------------ Mortimer B. Fuller, III, as Co-Trustee of the Residuary Trust u/w of Mortimer B. Fuller, Jr. Dated: February 5, 1997 * Frances A. Fuller, Co-Trustee ------------------------------- Frances A. Fuller, as Co-Trustee of the Residuary Trust u/w of Mortimer B. Fuller, Jr. Dated: February 5, 1997 /s/ Mortimer B. Fuller, III, Trustee ------------------------------------ Mortimer B. Fuller, III, as Co-Trustee of the Marital Trust u/w of Mortimer B. Fuller, Jr. Dated: February 5, 1997 * Frances A. Fuller, Co-Trustee ------------------------------- Frances A. Fuller, as Co-Trustee of the Marital Trust u/w of Mortimer B. Fuller, Jr. CUSIP No. 371559 10 5 (Page 10 of 11 Pages) Dated: February 5, 1997 *By: /s/ Mortimer B. Fuller, III --------------------------- Mortimer B. Fuller, III, Attorney-in-Fact *Power of Attorney filed herewith as Exhibit 3. EX-99.3 4 POWER OF ATTORNEY CUSIP No. 371559 10 5 (Page 11 of 11 Pages) EXHIBIT 3 GENESEE & WYOMING INC. SCHEDULE 13G AND ALL AMENDMENTS THERETO POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned, in her individual capacity, as Co-Trustee of the Residuary Trust u/w of Mortimer B. Fuller, Jr., and as Co-Trustee of the Marital Trust u/w of Mortimer B. Fuller, Jr. (collectively, the "Undersigned"), DOES HEREBY constitute and appoint each of Mortimer B. Fuller, III and James B. Gray, Jr., or either of them, the attorney or attorneys of the Undersigned with full power of substitution for and in name, place and stead of the Undersigned to sign on behalf of the Undersigned a Schedule 13G under the Securities Exchange Act of 1934, as amended (the "Act"), and file such Schedule 13G with the Securities and Exchange Commission (the "Commission") on or before February 14, 1997, and to sign and file with the Commission any and all Amendments to such Schedule 13G, pertaining to securities of Genesee & Wyoming Inc. owned or controlled by the Undersigned, with full power and authority to do and perform any and all acts and things whatsoever under and in accordance with the Act, and the rules and regulations promulgated thereunder by the Commission, hereby ratifying and approving the acts of such attorney or attorneys, or any such substitute or substitutes. IN WITNESS WHEREOF, the Undersigned has hereunto set her hand this 5th day --- of February, 1997. /s/ Frances A. Fuller ----------------------------------------- Frances A. Fuller, Individually and as Co-Trustee State of Arizona ) County of Maricopa ) ss: On this 5th day of February, 1997, before me personally came Frances A. --- Fuller, to me known and known to me to be the individual described in, and who executed the foregoing instrument, and the above-named person acknowledged to me that she person executed the same. /s/ Clara H. Morrison ----------------------------------------- Notary Public Clara H. Morrison Notary Public - Arizona Maricopa County My Commission Expires July 18, 1998 -----END PRIVACY-ENHANCED MESSAGE-----