-----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, AIZuQZ65Sq5DEUrrBGLvmuqgdKd0OVRrn4H2MnbRQCvAY5iZvgZOvqx37jJcgDRD 91WiaRQG/mhgZDNblkzB0g== 0000040934-00-000005.txt : 20000324 0000040934-00-000005.hdr.sgml : 20000324 ACCESSION NUMBER: 0000040934-00-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000323 ITEM INFORMATION: FILED AS OF DATE: 20000323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE CORP CENTRAL INDEX KEY: 0000040934 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 160445920 STATE OF INCORPORATION: NY FISCAL YEAR END: 0503 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-01653 FILM NUMBER: 576579 BUSINESS ADDRESS: STREET 1: 445 ST PAUL ST CITY: ROCHESTER STATE: NY ZIP: 14605 BUSINESS PHONE: 7162639440 MAIL ADDRESS: STREET 1: 445 ST PAUL STREET CITY: ROCHESTER STATE: NY ZIP: 14605 FORMER COMPANY: FORMER CONFORMED NAME: GENESEE BREWING CO INC DATE OF NAME CHANGE: 19880322 8-K 1 CHANGE IN CONTROL OF REGISTRANT 1 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): March 10, 2000 GENESEE CORPORATION (Exact Name of Registrant as Specified in Charter) NEW YORK 0-1653 16-0445920 (State or other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 445 St. Paul Street, Rochester, New York 14605 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (716) 546-1030 2 GENESEE CORPORATION Item 1. Changes in Control of Registrant (a) A change in control of Genesee Corporation (the "Registrant") occurred on March 10, 2000 upon the death of John L. Wehle, Jr. who, at the time of his death, was Chairman of the Registrant's Board of Directors and the holder of voting rights with respect to a controlling interest in the Class A (voting) Common Stock of the Registrant. As a result of the death of John L. Wehle, Jr., Charles S. Wehle, a Senior Vice President of the Registrant and a member and recently elected Chairman of its Board of Directors, acquired the right to vote and dispose of (i) 73,845 shares of Class A (voting) Common Stock as the successor trustee under a trust created by the Last Will and Testament of Louis A. Wehle (the "LAW Trust"); (ii) 31,443 shares of Class A (voting) Common Stock as the successor Trustee under the marital trust established under the Last Will and Testament of John L. Wehle, Sr. (the "JLW, Sr. Trust"); (iii) 12,145 shares of Class A (voting) Common Stock as the successor Trustee under the Elizabeth R. Wehle Irrevocable Trust ("ERW Trust"); and (iv) 10,514 shares of Class A (voting) Common Stock as the successor to John L. Wehle, Jr. under the terms of a Shareholder Agreement and Irrevocable Proxy (the "Shareholder Agreement"). As a result of the foregoing, Charles S. Wehle now has the right to vote and dispose of 127,947 shares of Class A (voting) Common Stock of the Registrant, representing 61% of the Class A (voting) Common Stock currently issued and outstanding. (b) The LAW, ERW and JLW, Sr. Trusts and the Shareholder Agreement referred to in Item 1(a) may result in a change in control of the Registrant upon the death or incapacity of Charles S. Wehle. Henry S. Wehle is the successor to Charles S. Wehle under the terms of the LAW, ERW and JLW, Sr. Trusts and the Shareholder Agreement. Upon the death or incapacity of Charles S. Wehle, Henry S. Wehle would acquire sole power to vote and dispose of all of the Class A (voting) Common Stock of the Registrant then controlled by the LAW, ERW and JLW, Sr. Trusts and the Shareholder Agreement. 3 GENESEE CORPORATION 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 Corporation Date: March 23, 2000 By /s/Mark W. Leunig Mark W. Leunig, Vice President and Secretary -----END PRIVACY-ENHANCED MESSAGE-----