-----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, Kz3rB7eRtFOsjzY44/uveX0DMaQwZijiavBMIBb84eYdRgCk00iCb9lgcSmOxJQh hF2aYIpwehzICfQ4uAx4Pw== 0000891839-04-000049.txt : 20040402 0000891839-04-000049.hdr.sgml : 20040402 20040402165052 ACCESSION NUMBER: 0000891839-04-000049 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: RINGO PHILIP J CENTRAL INDEX KEY: 0000944019 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 04714633 BUSINESS ADDRESS: STREET 1: 66 PERIMETER CENTER EAST STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30346 MAIL ADDRESS: STREET 1: C/O INTERNET CAPITAL GROUP STREET 2: 690 LEE ROAD, SUITE 310 CITY: WAYNE STATE: PA ZIP: 19087 4 1 edgar.xml PRIMARY DOCUMENT X0201 4 2004-03-31 0001012620 GENESEE & WYOMING INC GWR 0000944019 RINGO PHILIP J C/O GENESEE & WYOMING INC. 66 FIELD POINT ROAD GREENWICH CT 06830 1 0 0 0 Class A Common Stock, $.01 par value 12487 I by spouse Stock Option (Right to Buy) 5.037 1999-06-28 2006-06-27 Class A Common Stock, $.01 par value 27000 27000 D Stock Option (Right to Buy) 4.4445 2003-04-14 2010-04-14 Class A Common Stock, $.01 par value 3375 3375 D Phantom Stock Units 0 Class A Common Stock, $.01 par value 1573.91 1573.91 D Phantom Stock Units 0 Class A Common Stock, $.01 par value 2213.31 2213.31 D Phantom Stock Units 0 Class A Common Stock, $.01 par value 5659.29 5659.29 D Phantom Stock Units 0 Class A Common Stock, $.01 par value 4044.47 4044.47 D Phantom Stock Unit 0 Class A Common Stock, $.01 par value 1059.5 1095.5 D Phantom Stock Unit 0 Class A Common Stock, $.01 par value 1623.77 1623.77 D Phantom Stock Unit 0 Class A Common Stock, $.01 par value 1761.2 1761.2 D Phantom Stock Unit 0 Class A Common Stock, $.01 par value 269.14 269.14 D Phantom Stock Unit 0 Class A Common Stock $.01 par value 1317.77 1317.77 D Phantom Stock Unit 0 Class A Common Stock $.01 par value 1601.74 1601.74 D Phantom Stock Unit 0 2004-03-31 4 A 0 1041.67 A Class A Common Stock $.01 par value 1041.67 1041.67 D These shares are owned by Mr. Ringo's wife. Mr. Ringo disclaims beneficial ownership of these shares. This option was previously reported by Mr. Ringo. These aggregated Phantom Stock Units were previously reported by Mr. Ringo. The Units were credited to Mr. Ringo'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 Mr. Ringo's prior election. This Phantom Stock Unit was previously reported by Mr. Ringo. The Unit was credited to Mr. Ringo'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 Mr. Ringo's prior election. This Phantom Stock Unit was credited to Mr. Ringo'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 Mr. Ringo's prior election. ** All numbers have been adjusted to reflect a 3-for-2 stock dividend paid on March 15, 2004. ** Thomas P. Loftus, Attorney-in-fact for Philip J. Ringo 2004-04-02 EX-24 3 attach_1.txt PHILIP J. RINGO LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Thomas P. Loftus and Virginia M. Reeves, 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 22nd day of November, 2002. /s/ Philip J. Ringo Signature Philip J. Ringo Print Name STATE OF GEORGIA )ss: COUNTY OF DEKALB ) On this 22nd day of November, 2002, before me personally came Philip J. Ringo, 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/ Sue A. Mulvoy Notary Public -----END PRIVACY-ENHANCED MESSAGE-----