0001299933-16-003141.txt : 20161101 0001299933-16-003141.hdr.sgml : 20161101 20161101162722 ACCESSION NUMBER: 0001299933-16-003141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161101 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161101 DATE AS OF CHANGE: 20161101 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 161965092 BUSINESS ADDRESS: STREET 1: 20 WEST AVENUE CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: 2032028900 MAIL ADDRESS: STREET 1: 20 WEST AVENUE CITY: DARIEN STATE: CT ZIP: 06820 8-K 1 htm_54207.htm LIVE FILING Genesee & Wyoming Inc. (Form: 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):   November 1, 2016

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.)
      
20 West Avenue, Darien, Connecticut   06820
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   203-202-8900

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 November 1, 2016, Genesee & Wyoming Inc. (“G&W”) completed the acquisition of Providence and Worcester Railroad Company (“P&W”) through the merger (the “Merger”) of Pullman Acquisition Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of G&W, with and into P&W, with P&W surviving the Merger as a wholly-owned subsidiary of G&W, pursuant to the terms of the Merger Agreement, dated as of August 12, 2016 (the “Merger Agreement”), by and among G&W, Merger Sub and P&W. A copy of the press release announcing completion of the acquisition is attached hereto as Exhibit 99.1. The attached Exhibit 99.1 is incorporated into this Item 8.01 by reference.

Immediately following consummation of the Merger, G&W transferred the stock of P&W to a voting trustee to hold such shares of stock in trust pending receipt of final U.S. Surface Transportation Board (“STB”) approval, authorization or exemption, as the case may be, with respect to the Merger, pursuant to the Voting Trust Agreement (the “Voting Trust Agreement”), dated as of October 31, 2016, between R. Lawrence McCaffrey (the “Trustee”) and G&W. The Voting Trust Agreement governs the terms upon which G&W has transferred the stock of P&W to the Trustee to hold such shares of stock in trust pending formal STB approval of G&W’s control of P&W, consistent with a written informal opinion from the staff of the STB that the proposed voting trust submitted by G&W to the STB would insulate G&W from unauthorized control of P&W between the effective time of the Merger and receipt of such STB approval.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  

The following exhibits are filed herewith:  

     
Exhibit
  Description

    Exhibit 99.1 Press release, dated November 1, 2016 announcing the completion of the acquisition of Providence and Worcester Railroad Company.

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.
          
November 1, 2016   By:   /s/ Allison M. Fergus
       
        Name: Allison M. Fergus
        Title: General Counsel and Secretary

Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press release, dated November 1, 2016 announcing the completion of the acquisition of Providence and Worcester Railroad Company.
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Exhibit 99.1

Genesee & Wyoming Completes Acquisition of Providence and Worcester Railroad

DARIEN, Conn. – (Business Wire) – Genesee & Wyoming Inc. (G&W) (NYSE:GWR) announced today that it has completed the acquisition of Providence and Worcester Railroad Company (P&W) for $25.00 per share, or approximately $126 million.

Immediately following the closing of the acquisition, G&W transferred the stock of P&W to a voting trust with R. Lawrence McCaffrey appointed as trustee. The trust will remain in effect until the U.S. Surface Transportation Board (STB) approves G&W’s control of P&W, which is anticipated to occur in the fourth quarter of 2016. Upon receipt of STB approval, P&W would be managed as part of G&W’s Northeast Region, led by Senior Vice President Dave Ebbrecht.

Headquartered in Worcester, Mass., and operating in Rhode Island, Massachusetts, Connecticut and New York, P&W is contiguous with G&W’s New England Central Railroad (NECR) and Connecticut Southern Railroad (CSO). P&W serves a diverse mix of aggregates, auto, chemicals, metals and lumber customers, handling approximately 43,000 carloads and intermodal units annually. In addition, P&W provides rail service to three ports (Providence, Davisville and New Haven) and to a U.S. Customs bonded intermodal terminal in Worcester.

Morgan Stanley & Co. LLC served as G&W’s financial advisor and Simpson Thacher & Bartlett LLP served as G&W’s legal advisor.

About G&W
Genesee & Wyoming owns or leases 121 freight railroads worldwide that are organized in 10 operating regions with approximately 7,200 employees and more than 2,800 customers.

G&W’s eight North American regions serve 41 U.S. states and four Canadian provinces and include 113 short line and regional freight railroads with more than 13,000 track-miles.
G&W’s Australia Region provides rail freight services in New South Wales, the Northern Territory and South Australia and operates the 1,400-mile Tarcoola-to-Darwin rail line.
G&W’s U.K./Europe Region is led by Freightliner, the U.K.’s largest rail maritime intermodal operator and second-largest rail freight company. Operations also include heavy-haul in Poland and Germany and cross-border intermodal services connecting Northern European seaports with key industrial regions throughout the continent.

G&W subsidiaries provide rail service at more than 40 major ports in North America, Australia and Europe and perform contract coal loading and railcar switching for industrial customers.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release and conference call regarding Genesee & Wyoming’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year.

SOURCE Genesee & Wyoming Inc.

CONTACT: Michael Williams, G&W Corporate Communications
1-203-202-8900
Web site: www.gwrr.com