UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
GENESEE & WYOMING INC.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
371559105
(CUSIP Number)
T. MICHAEL LONG
Brown Brothers Harriman & Co.
140 Broadway
New York, New York
(212) 483-1818
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 1, 2004
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
2
CUSIP No. 371559105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
THE 1818 FUND III, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
3
CUSIP No. 371559105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
BROWN BROTHERS HARRIMAN & CO.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
4
CUSIP No. 371559105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
T. MICHAEL LONG
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 19,025
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
19,025
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,025
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
5
CUSIP No. 371559105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
LAWRENCE C. TUCKER
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
6
This Amendment No. 2 ("Amendment No. 2") to Schedule 13D is
filed by the undersigned to amend and supplement the initial Schedule 13D filed
on December 12, 2000 as amended by Amendment No. 1 dated December 13, 2001
(together, the "Original 13D") relating to the Class A common stock, par value
$.01 per share (the "Common Stock"), of Genesee & Wyoming Inc., a Delaware
corporation (the "Company"), beneficially owned by the Reporting Persons through
their former holdings of Series A Redeemable Convertible Participating Preferred
Stock, par value $.01 per share ("Preferred Stock") of the Company convertible
into Common Stock at the option of the holder and, in the case of Mr. Long,
certain other shares of Common Stock. The Company's principal executive office
is located at 66 Field Point Road, Greenwich, Connecticut 06830. Unless
otherwise indicated, all capitalized terms shall have the same meaning as
provided in the Original 13D.
As of June 1, 2004, the Reporting Persons ceased to be the
beneficial owners of more than 5% of the Company's outstanding Common Stock.
Accordingly, this is the Reporting Persons' final amendment to the Original 13D
and is an exit filing.
Item 1. SECURITY AND ISSUER.
No change.
Item 2. IDENTITY AND BACKGROUND.
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is not applicable to this filing as the Reporting
Persons are filing this Amendment No. 2 to report the disposition of Common
Stock and not to report an acquisition of Common Stock.
7
Item 4. PURPOSE OF TRANSACTION.
This Amendment No. 2 is being filed to report a decrease in
the Reporting Persons' beneficial ownership of Common Stock, the termination of
a certain voting agreement (the "Stockholders Agreement") between the Fund and
Mr. Mortimer B. Fuller, III ("Fuller"), the Chairman of the Board and Chief
Executive Officer of the Company, and the resulting dissolution of the group
originally formed by the Reporting Persons and Fuller pursuant to Rule
13d-5(b)(1), as described below under Item 6.
As of June 1, 2004, the Reporting Persons ceased to be the
beneficial owners of more than 5% of the Company's outstanding Common Stock.
Accordingly, this is the Reporting Persons' final amendment to the Original 13D
and is an exit filing.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as
follows:
(a) through (c).
1. FUND. As of the date hereof, as a result of the
termination of the Stockholders Agreement and the conversion of 25,000 shares of
Preferred Stock into 3,668,478 shares of Common Stock and the disposition of
such 3,668,478 shares of Common Stock by the Fund on June 1, 2004 pursuant to a
registered public secondary offering, the Fund no longer beneficially owns any
shares of Common Stock.
2. BBH&CO. As of the date hereof, as a result of the
termination of the Stockholders Agreement and the disposition by the Fund of all
of its shares of Common Stock, BBH&Co. no longer may be deemed to beneficially
own any shares of Common Stock.
8
3. TUCKER. As of the date hereof, as a result of the
termination of the Stockholders Agreement and the disposition by the Fund of all
of its shares of Common Stock, Tucker no longer may be deemed to beneficially
own any shares of Common Stock.
4. LONG. As of the date hereof and following the
termination of the Stockholders Agreement and the disposition by the Fund of all
of its shares of Common Stock, Mr. Long beneficially owns 19,025 shares of
Common Stock, consisting of units under the Company's Deferred Stock Plan for
Non-Employee Directors, representing 8,900 shares of Common Stock, and presently
exercisable options to purchase 10,125 shares of Common Stock.
Except as set forth above, no Reporting Person nor, to the
best knowledge of each Reporting Person, any person identified on Schedule I to
the Original 13D, beneficially owns any shares of Common Stock or has effected
any transaction in shares of Common Stock during the proceeding 60 days.
(d) No person other than the persons listed is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of any securities owned by any member of the group.
(e) The Reporting Persons ceased to be the beneficial owners
of more than 5% of the Company's outstanding shares of Common Stock on June 1,
2004.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE COMMON
STOCK OF THE ISSUER.
As previously reported in Item 6 of the Original 13D, the Fund
entered into the Stockholders Agreement in connection with the Fund's
acquisition of shares of Preferred Stock pursuant to a Stock Purchase Agreement
dated October 19, 2000.
9
Concurrently, the Fund entered into a Registration Rights Agreement dated
December 12, 2000 with the Company, pursuant to which the Company agreed to
register under the Securities Act of 1933, as amended, the Common Stock issuable
upon the conversion of the shares of Preferred Stock held by the Fund as well as
all other shares of Common Stock held by the Fund.
Copies of the Stock Purchase Agreement, the Stockholders
Agreement, the Registration Rights Agreement and the Certificate of Designation
of 4.0% Senior Redeemable Convertible Preferred Stock, Series A were previously
filed with the Securities and Exchange Commission (the "SEC") as exhibits to a
Current Report on Form 8-K filed by the Company on December 30, 2000.
On May 3, 2003, the Company filed a registration statement on
Form S-3 (Registration No. 333-115088) with the SEC relating to the proposed
underwritten secondary offering of 3,358,303 shares of its Class A Common Stock
by the Fund. All of the shares offered by the Fund were acquired by the Fund
upon the conversion of 22,886 shares of Preferred Stock. Certain stockholders,
including the Fund and Fuller, granted the underwriters a 30-day option to
purchase from such stockholders up to an additional 503,745 shares of Class A
Common stock to cover any over-allotments.
On May 27, 2004, the Company filed a final prospectus pursuant
to Rule 424(b)(4) with the SEC and the SEC declared the registration statement
effective. The offering price was set at $21.50 and the underwriting discount at
$1.0213. Subsequently, the underwriters fully exercised their option to purchase
additional shares to cover over-allotments and the secondary offering, including
the over-allotment, closed on June 1, 2004.
10
The Fund sold an aggregate of 3,668,478 shares of Common
Stock, which consisted of 3,358,303 shares of Common Stock acquired by the Fund
upon the conversion of 22,886 shares of Preferred Stock sold in the underwritten
secondary offering, and 310,175 shares of Common Stock acquired by the Fund upon
the conversion of 2,114 shares of Preferred Stock sold pursuant to the
underwriters' exercise of their over-allotment option.
As a result of the Fund's conversion and sale of the Preferred
Stock, the Stockholders Agreement was terminated. The Fund is no longer bound by
the provisions of the Stockholders Agreement, including its voting provisions.
Accordingly, the Fund Group and Fuller no longer constitute the group formed
pursuant to Rule 13d-5(b)(1) on December 12, 2000.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
No change.
11
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 15, 2004
THE 1818 FUND III, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /s/ Lawrence C. Tucker
------------------------------
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Lawrence C. Tucker
------------------------------
Name: Lawrence C. Tucker
Title: Partner
/s/ T. Michael Long
------------------------------------
T. Michael Long
/s/ Lawrence C. Tucker
------------------------------------
Lawrence C. Tucker