8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 19, 2007

Genesee & Wyoming Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-31456	06-0984624
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
66 Field Point Road, Greenwich, Connecticut		06830
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 203-629-3722

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On October 19, 2007, Genesee & Wyoming Inc. ("GWI") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among GWI, MMID Holding Inc., a Delaware corporation and a majority-owned subsidiary of GWI ("MMID Holding"), MMID Acquisition Sub Inc., a Maryland corporation and a wholly owned subsidiary of MMID Holding ("Merger Sub"), Maryland Midland Railway, Inc., a Maryland corporation ("Maryland Midland"), and the Stockholder Representative (as defined in the Merger Agreement). Pursuant to the Merger Agreement, Merger Sub will merge with and into Maryland Midland, with Maryland Midland surviving as a wholly-owned subsidiary of MMID Holding and an indirect majority owned subsidiary of GWI (the "Merger"). The Merger consideration consists of approximately $29.1 million in cash, with adjustments for working capital at the time of closing. Following the Merger, GWI, through its ownership in MMID Holding, will own 87.4% of Maryland Midland. Lehigh Cement Company, currently Maryland Midland&#x 2019;s largest stockholder, will retain its current 12.6% ownership in Maryland Midland through its ownership in MMID Holding.

The Merger Agreement contains customary representations and warranties, covenants and conditions, including receipt of regulatory approvals and Maryland Midland stockholder approval. GWI has secured voting agreements from more than the requisite number of Maryland Midland stockholders necessary to approve the Merger. The transaction is expected to close during the fourth quarter of 2007.

On October 22, 2007, GWI issued a press release announcing the execution of the Merger Agreement. A copy of the GWI press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 GWI press release dated October 22, 2007

Forward-Looking Statements

Certain statements in this report that discuss GWI’s expectations are forward-looking statements within the meaning of the federal securities laws and are based upon GWI’s current belief as to the outcome of future events. Although GWI believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. GWI cautions investors and potential investors not to place undue reliance on such statements and disclaims any intention to update the current expectations or forward-looking statements contained in this filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Genesee & Wyoming Inc.
October 23, 2007	By:	/s/ Timothy J. Gallagher
		Name: Timothy J. Gallagher
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	GWI Press Release dated October 22, 2007

EX-99.1

Genesee & Wyoming Announces Agreement to Acquire the Maryland Midland Railway

GREENWICH, Conn., October 22, 2007 /PRNewswire-FirstCall/ — Genesee & Wyoming Inc. (GWI) (NYSE: GWR) announced today that it has entered into an agreement to acquire 87.4% of Maryland Midland Railway, Inc. (Maryland Midland) for cash consideration of approximately $29.1 million, with adjustments for working capital at the time of closing. The transaction is subject to customary closing conditions, including receipt of regulatory approvals and Maryland Midland stockholder approval. GWI has secured voting agreements from the requisite number of Maryland Midland stockholders needed to approve the transaction, which is expected to close during the fourth quarter of 2007.

Headquartered 50 miles northwest of Baltimore, the Maryland Midland operates over 63 miles of track between Glyndon and Highfield, Maryland (near the Pennsylvania border), and between Walkersville and Taneytown, Maryland. Maryland Midland has 30 employees, 10 locomotives and is an interline carrier with CSX.

The Maryland Midland carries approximately 16,000 carloads per year, with roughly 90% of its traffic in the cement and stone industries. The railroad’s largest customer is Lehigh Cement’s recently upgraded facility in Union Bridge, Maryland. Lehigh is currently the largest stockholder of the railroad and will retain its 12.6% ownership.

The Maryland Midland is located approximately 40 miles from GWI’s York Railway in southeastern Pennsylvania. GWI expects the acquisition will be immediately accretive to its earnings per share.

(Map omitted)

“The Maryland Midland is an excellent short line railroad and a good geographic fit with our York operations,” said GWI Chief Executive Officer John C. Hellmann. “This proximity lends itself to efficiencies that make the financial combination attractive. The Maryland Midland’s customer base is highly competitive in the U.S. cement and aggregates market, and we look forward to providing quality customer service for the long term.”

GWI is a leading owner and operator of short line and regional freight railroads in the United States, Canada and Australia and owns a minority interest in a railroad in Bolivia. Operations currently consist of 47 railroads organized in nine regions, including service at 12 U.S. ports, contract coal loading and industrial switching. GWI operates more than 5,700 miles of owned and leased track and approximately 3,500 additional miles under track access arrangements.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains forward-looking statements regarding future events and the future performance of Genesee & Wyoming Inc. that involve risks and uncertainties that could cause actual results to differ materially from its current expectations including, but not limited to, the consummation of the proposed acquisition transaction; economic, political and industry conditions; customer demand, retention and contract continuation; legislative and regulatory developments; increased competition in relevant markets; funding needs and financing sources; susceptibility to various legal claims and lawsuits; strikes or work stoppages; severe weather conditions and other natural occurrences; and others. Words such as “anticipates,” “intends,” “plans,” “believes,” “seeks,” “expects,” “estimates,” variations of these words and similar expressions are intended to identify these forward-looking statements. GWI refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as GWI’s Forms 10-Q and 10-K which contain additional important factors that could cause its actual results to differ from its current expectations and from the forward-looking statements contained in this press release. GWI disclaims any intention to update the current expectations or forward looking statements contained in this press release.

Contact:
Michael Williams, Director of Corporate Communications
Genesee & Wyoming
(203) 629 – 3722
Web site: http://www.gwrr.com