-----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, CLwBnOynzzdFzjyx6o6W2JioeQyb3JcWJW6eKnTB4+2AGoWAgHVmac6Arqfj+dgE nVb1fWOrm1siggo0T7b3pA== 0000891839-04-000047.txt : 20040402 0000891839-04-000047.hdr.sgml : 20040402 20040402164131 ACCESSION NUMBER: 0000891839-04-000047 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040402 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: 04714523 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 4 2004-03-31 0001012620 GENESEE & WYOMING INC GWR 0001052089 LONG T MICHAEL C/O BROWN BROTHERS HARRIMAN & CO. 140 BROADWAY NEW YORK NY 10005 1 0 1 0 Class A Common Stock, $.01 par value 0 I by The 1818 Fund III, L.P. Stock Option (Right to Buy) 8.2222 2004-01-11 2011-01-10 Class A Common Stock, $.01 par value 6750 6750 D Stock Option (Right to Buy) 13.3111 2012-01-10 Class A Common Stock, $.01 par value 3375 3375 D Stock Option (Right to Buy) 13.9467 2013-01-10 Class A Common Stock, $.01 par value 3375 3375 D Phantom Stock Units 0 Class A Common Stock, $.01 par value 2481.93 2481.93 D Phantom Stock Units 0 Class A Common Stock, $.01 par value 1708.49 1708.49 D Phantom Stock Unit 0 Class A Common Stock, $.01 par value 513.7 513.7 D Phantom Stock Unit 0 Class A Common Stock, $.01 par value 888.48 888.48 D Phantom Stock Unit 0 Class A Common Stock, $.01 par value 650.29 650.29 D Phantom Stock Unit 0 Class A Common Stock, $.01 par value 179.43 179.43 D Phantom Stock Unit 0 Class A Common Stock $.01 par value 481.09 481.09 D Phantom Stock Unit 0 Class A Common Stock $.01 par value 822.67 822.67 D Phantom Stock Unit 0 2004-03-31 4 A 0 450.72 A Class A Common Stock $.01 par value 450.72 450.72 D Series A Preferred Stock Class A Common Stock, $.01 par value 25000 I by The 1818 Fund III, L.P. This option was previously reported by the Reporting Person. This option was previously reported. The Reporting Person can exercise the option as follows: 1,125 shares on 1/11/03, 1,125 shares on 1/11/04 and 1,125 shares on 1/11/05. This option was previously reported. The Reporting Person can exercise the option as follows: 1,125 shares on 1/11/04, 1,125 shares on 1/11/05 and 1,125 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 reported 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 3/31/04 at $24.96 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 $6.815, but subject to adjustment. As previously reported, convertible at any time (without limitation) into 3,668,478 shares of Class A Common Stock, subject to adjustment. In addition, the Reporting Person may, pursuant 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. ** All numbers have been adjusted to reflect a 3-for-2 stock dividend paid on March 15, 2004. ** Adam B. Frankel, Attorney-in-fact for T. Michael Long 2004-04-02 EX-24 3 attach_1.txt T. MICHAEL LONG LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Adam B. Frankel and Audrey J. Horgan each acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file any and all Forms including, without limitation, Forms 4 and 5 (including any amendments thereto) with respect to the securities of Genesee & Wyoming Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned's representative and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;(3) neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 3rd day of September, 2003. /s/ T. Michael Long Signature T. Michael Long Print Name STATE OF NEW YORK )ss: COUNTY OF RICHMOND ) On this 3rd day of September, 2003, before me personally came T. Michael Long, 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 said person executed the same. /s/ Rose M. Vaught Notary Public -----END PRIVACY-ENHANCED MESSAGE-----