-----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, GdvIEskUx0xED0IzaGjQLbtwhd8VIArucDOkBDBxjBa+1GEhcGLMbNsvzIii1LAA SJSIQbqCHgX/jZjuuaicTQ== 0000891839-04-000169.txt : 20041216 0000891839-04-000169.hdr.sgml : 20041216 20041216180536 ACCESSION NUMBER: 0000891839-04-000169 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041215 FILED AS OF DATE: 20041216 DATE AS OF CHANGE: 20041216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FULLER MORTIMER B III CENTRAL INDEX KEY: 0001032793 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 041209335 BUSINESS ADDRESS: BUSINESS PHONE: 203 629 3722 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 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 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-12-15 0001012620 GENESEE & WYOMING INC GWR 0001032793 FULLER MORTIMER B III C/O GENESEE & WYOMING INC. 66 FIELD POINT ROAD GREENWICH CT 06830 1 1 0 0 Chairman of the Board and CEO Class A Common Stock, $.01 par value 29171 D Class B Common Stock, $.01 par value 2004-12-15 4 J 0 230000 7.2593 A 1652841 D Class A Common Stock, $.01 par value 6393 I By Wife Third Party Stock Option (Right to Buy) 7.2593 2004-12-15 4 J 0 115000 0 D 2000-07-14 2005-06-29 Class B Common Stock, $.01 par value 297802 182802 D Third Party Stock Option (Right to Buy) 7.2593 2004-12-15 4 J 0 115000 0 D 2000-07-18 2005-06-29 Class B Common Stock, $.01 par value 297802 182802 D Stock Option (Right to Buy) 4.8889 2004-04-14 2005-04-13 Class A Common Stock, $.01 par value 10724 10724 D Stock Option (Right to Buy) 7.7611 2006-04-05 Class A Common Stock, $.01 par value 21587 21587 D Stock Option (Right to Buy) 7.0555 2006-04-05 Class A Common Stock, $.01 par value 15698 15698 D Stock Option (Right to Buy) 15.66 2007-05-22 Class A Common Stock, $.01 par value 7026 7026 D Stock Option (Right to Buy) 14.2333 2007-05-22 Class A Common Stock, $.01 par value 56724 56724 D Stock Option (Right to Buy) 14.94 2008-07-30 Class A Common Stock, $.01 par value 68307 68307 D Stock Option (Right to Buy) 16.434 2008-07-30 Class A Common Stock, $.01 par value 6693 6693 D Stock Option (Right to Buy) 23.45 2009-05-11 Class A Common Stock, $.01 par value 56250 56250 D Contract to Sell 0 2007-03-08 2007-03-08 Class A Common Stock, $.01 par value 225000 1 D Contract to Sell 0 2007-12-03 2007-12-03 Class A Common Stock, $.01 par value 225000 1 D This amount includes 7,725 restricted stock units granted under the Genesee & Wyoming Inc. 2004 Omnibus Incentive Plan. Each restricted stock unit represents the right to receive one share of Genesee & Wyoming Inc. Class A Common Stock. The restricted stock units vest pro rata with respect to one-third of the shares subject to the restricted stock unit award on the first, second and third anniversaries of the date of grant. As the restricted stock units vest, the corresponding number of shares of Class A Common Stock will be issued to Mr. Fuller. The Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is freely convertible into one share of Class A Common Stock. These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares. This option, previously reported by Mr. Fuller, was granted to Mr. Fuller by a third party in a negotiated transaction. Mr. Fuller holds an irrevocable proxy to vote these shares. This option was previously reported by Mr. Fuller. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 7,419 shares on 4/6/04 and 14,168 shares on 4/6/05. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 15,697 shares on 4/6/02 (exercised on 11/20/03), 15,697 shares on 4/6/03 (exercised on 11/20/03), 15,697 shares on 4/6/04 (exercised on 6/1/04) and 15,698 shares on 4/6/05. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 2 shares on 5/23/05 and 7,024 shares on 5/23/06. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 15,938 shares on 5/23/03, 15,937 shares on 5/23/04, 15,936 shares on 5/23/05 and 8,913 shares on 5/23/06. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 17,076 shares on 7/31/04, 17,077 shares on 7/31/05, 17,077 shares on 7/31/06 and 17,077 shares on 7/31/07. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 6,693 shares on 7/31/07. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 18,750 shares on 5/12/05, 18,750 shares on 5/12/06 and 18,750 shares on 5/12/07. On March 8, 2004, Mr. Fuller entered into a Variable Prepaid Forward transaction with Credit Suisse First Boston Capital LLC relating to 225,000 shares of Class B Common Stock, which contract expires on 3/08/07, and for which Mr. Fuller received net proceeds of $4,707,937. Under the terms of the contract, Mr. Fuller has agreed to deliver shares of Class B Common Stock (which are immediately convertible into shares of Class A Common Stock on a one-for-one basis) or shares of Class A Common Stock on the expiration date of the contract (or on an earlier date if the contract is terminated early) as follows: (i) if the Final Price is less than or equal to the Floor Price ($23.91 per share), 225,000 shares; (ii) if the Final Price is less than or equal to the Cap Price ($29.8917 per share), but greater than the Floor Price, then a number of shares equal to 225,000 times the Floor Price divided by the Final Price; (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 225,000 shares multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price. In connection with the contract, Mr. Fuller has pledged 225,000 shares of Class B Common Stock to secure his obligation under the contract. Under the contract, in lieu of delivery of shares, Mr. Fuller may, at his option, settle the contract by delivery of cash. On December 1, 2004, Mr. Fuller entered into a Variable Prepaid Forward transaction with Credit Suisse First Boston Capital LLC relating to 225,000 shares of Class B Common Stock, which contract expires on 12/3/07, and for which Mr. Fuller received net proceeds of $5,355,405. Under the terms of the contract, Mr. Fuller has agreed to deliver shares of Class B Common Stock (which are immediately convertible into shares of Class A Common Stock on a one-for-one basis) or shares of Class A Common Stock on the expiration date of the contract (or on an earlier date if the contract is terminated early) as follows: (i) if the Final Price is less than or equal to the Floor Price ($27.28 per share), 225,000 shares; (ii) if the Final Price is less than or equal to the Cap Price ($34.10 per share), but greater than the Floor Price, then a number of shares equal to 225,000 times the Floor Price divided by the Final Price; (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 225,000 shares multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price. Virginia M. Reeves, Attorney-in-fact for Mortimer B. Fuller, III 2004-12-16 -----END PRIVACY-ENHANCED MESSAGE-----