-----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, KhKXZLtoNSKrR4vwVbNVMhW3/q7pjnvWDdOa4wjUX19DcwuM4X7bQSNZqwaTr6y4 7lCIFkQGjyQA4wo2adH+PA== 0000891839-04-000002.txt : 20040105 0000891839-04-000002.hdr.sgml : 20040105 20040105165933 ACCESSION NUMBER: 0000891839-04-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040105 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293722 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LONG T MICHAEL CENTRAL INDEX KEY: 0001052089 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 04505922 BUSINESS ADDRESS: STREET 1: 59 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2124937882 MAIL ADDRESS: STREET 1: 59 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 4 1 edgar.xml PRIMARY DOCUMENT X0201 42003-12-31 0001012620 GENESEE & WYOMING INC GWR 0001052089 LONG T MICHAEL C/O BROWN BROTHERS HARRIMAN & CO. 140 BROADWAY NEW YORK NY 10005 1010Class A Common Stock, $.01 par value0Iby The 1818 Fund III, L.P.Stock Option (Right to Buy)12.33332011-01-10 Class A Common Stock, $.01 par value45004500DStock Option (Right to Buy)19.96672012-01-10Class A Common Stock, $.01 par value22502250DStock Option (Right to Buy)20.922013-01-10Class A Common Stock, $.01 par value22502250 DPhantom Stock Units0Class A Common Stock, $.01 par value1654.631654.63DPhantom Stock Units0Class A Common Stock, $.01 par value1138.991138.99DPhantom Stock Unit0Class A Common Stock, $.01 par value342.47342.47DPhantom Stock Unit0Class A Common Stock, $.01 par value592.32592.32DPhantom Stock Unit0Class A Common Stock, $.01 par value433.53433.53DPhantom Stock Unit0Class A Common Stock, $.01 par value 119.62119.62DPhantom Stock Unit0Class A Common Stock $.01 par value320.73320.73DPhantom Stock Unit02003- 12-314A0548.45AClass A Common Stock $.01 par value548.45548.45D< /value>Series A Preferred StockClass A Common Stock, $.01 par value25000Iby The 1818 Fund III, L.P. This option was previously reported. The Reporting Person can exercise the option as follows: 1,500 shares on 1/11/02, 1,500 shares on 1/11/03 and 1,500 shares on 1/11/04.This option was previously reported. The Reporting Person can exercise the option as follows: 750 shares on 1/11/03, 750 shares on 1/11/04 and 750 shares on 1/11/05.This option was previously reported. The Reporting Person can exercise the option as follows: 750 shares on 1/11/04, 750 shares on 1/11/05 and 750 shares on 1/11/06.These aggregated Phantom Stock Units were previously reported by the Reporting Person. The Units were credited to the Reporting Person's account under the Issuer's Deferred Stock Plan for Non-Employee Directors. The Units are to be settled in the Issuer's Common Stock on a deferred basis pursuant to the Reporting Person's prior election.This Phantom Stock Unit was previously repor ted by the Reporting Person. The Unit was credited to the Reporting Person's account under the Issuer's Deferred Stock Plan for Non-Employee Directors. The Unit is to be settled in the Issuer's Common Stock on a deferred basis pursuant to the Reporting Person's prior election.This Phantom Stock Unit was credited to the Reporting Person's account on 12/31/03 at $32.25 per share under the Issuer's Deferred Stock Plan for Non-Employee Directors in a transaction exempt under Rule 16b-3. The Unit is to be settled in the Issuer's Common Stock on a deferred basis pursuant to the Reporting Person's prior election. As previously reported, $1,000 per share of Preferred Stock divided by the Conversion Price, set at $10.2222, but subject to adjustment. As previously reported, convertible at any time (without limitation) into 2,445,652 shares of Class A Common Stock, subject to adjustment. In addition, the Reporting Person may, pur suant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, be deemed to own certain shares of Class A Common Stock of Genesee & Wyoming Inc. owned by Mortimer B. Fuller, III as a result of a voting agreement. The Reporting Person disclaims beneficial ownership of such shares. By The 1818 Fund III, L.P. (the "1818 Fund III"). The Reporting Person is a general partner of Brown Brothers Harriman & Co. ("BBH"), the general partner of the 1818 Fund III, and, as such, his pecuniary interest in the securities is limited to his percentage interest in BBH's interest in such securities. T. Michael Long2004-01-05 -----END PRIVACY-ENHANCED MESSAGE-----