UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
|X| Annual Report Pursuant to Section 13 or 15(d)of the Securities Exchange
Act of 1934 For the Fiscal Year Ended December 31, 2000
or
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from____to____
Commission File No. 0-20847
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GENESEE & WYOMING INC.
(Exact name of registrant as specified in its charter)
Delaware 06-0984624
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
66 Field Point Road, Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
(203) 629-3722
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(Telephone No.)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
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None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $0.01 par value
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
|X| YES |_| NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of the Regulations S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this Form 10-K. |_|
Aggregate market value of Class A Common Stock and Class B Common Stock held by
non-affiliates based on closing price on March 19, 2001: $78,790,471.
Shares of common stock outstanding as of the close of business on March 19,
2001:
Class Number of Shares Outstanding
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Class A Common Stock 3,702,117
Class B Common Stock 845,447
EXPLANATORY NOTE
This Form 10-K/A is being filed to include as an exhibit to the Form 10-K the
Report of Independent Auditors, Ernst & Young and Consent of Independent
Auditors, Ernst & Young pursuant to Rule 2-05 of Regulation S-X of the
Securities and Exchange Commission. Other than these additions to the Exhibits
Index, the text of Item 14 has not been amended and speaks as of the date of the
original filing of the Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A) DOCUMENTS FILED AS PART OF THIS FORM 10-K
Financial Statements:
Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 2000 and 1999
Consolidated Statements of Income for the Years ended December
31, 2000, 1999 and 1998
Consolidated Statements of Stockholders' Equity and
Comprehensive Income for the Years Ended December 31, 2000,
1999 and 1998
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
(B) REPORTS ON FORM 8-K
The following reports on Form 8-K were filed during the last
quarter of the period covered by this report:
(a) Report dated October 30, 2000 reporting on Item 5. Other
Events and Regulation FD Disclosure
(b) Report dated November 3, 2000 reporting on Item 5. Other
Events and Regulation FD Disclosure
(c) Report dated November 6, 2000 reporting on Item 9.
Regulation FD Disclosure
(d) Report dated December 6, 2000 reporting on Item 9.
Regulation FD Disclosure
(e) Report dated December 7, 2000 reporting on Item 5. Other
Events and Regulation FD Disclosure
(C) EXHIBITS - SEE INDEX TO EXHIBITS
The remainder of this page is intentionally left blank.
INDEX TO EXHIBITS
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession
Not applicable.
(3) (i) Articles of Incorporation
The Restated Certificate of Incorporation referenced under (4)(a)
hereof is incorporated herein by reference.
(ii) By-laws
The By-laws referenced under (4)(b) hereof are incorporated herein
by reference.
(4) Instruments defining the rights of security holders, including
indentures
(a) Restated Certificate of Incorporation (Exhibit 3.1)14
(b) Certificate of Designation of 4.0% Senior Redeemable
Convertible Preferred Stock, Series A (Exhibit 3.2)14
(c) By-laws (Exhibit 3.3)1
(d) Specimen stock certificate representing shares of Class A
Common Stock (Exhibit 4.1)3
(e) Form of Class B Stockholders' Agreement dated as of May
20,1996, among the Registrant, its executive officers and its
Class B stockholders (Exhibit 4.2)2
(f) Promissory Note dated October 7, 1991 of Buffalo & Pittsburgh
Railroad, Inc. in favor of CSX Transportation, Inc. (Exhibit
4.6)1
(g) First Amendment to Promissory Note dated as of March 19, 1999
between Buffalo & Pittsburgh Railroad, Inc. and CSX
Transportation, Inc. (Exhibit 4.1)7
(h) Third Amended and Restated Revolving Credit Agreement dated as
of August 17, 1999 among the Registrant, certain subsidiaries,
BankBoston, N.A. and the Banks named therein. (Exhibit 4.1)9
(i) Stock Purchase Agreement by and between Genesee & Wyoming Inc.
and The 1818 Fund III, L.P. dated October 19, 2000 (Exhibit
10.1)14
(j) Registration Rights Agreement between Genesee & Wyoming Inc.
and The 1818 Fund III, L.P. dated December 12, 2000 (Exhibit
10.2)14
(k) Letter Agreement between Genesee & Wyoming Inc., The 1818 Fund
III, L.P. and Mortimer B. Fuller, III dated December 12, 2000
(Exhibit 10.3)14
(9) Voting Trust Agreement
Voting Agreement and Stock Purchase Option dated March 21, 1980
among Mortimer B. Fuller, III, Mortimer B. Fuller, Jr. and Frances
A. Fuller, and amendments thereto dated May 7, 1988 and March 29,
1996 (Exhibit 9.1)1
(10) Material Contracts
The Exhibits referenced under (4)(d) through (4)(k) hereof are
incorporated herein by reference.
(a) Form of Genesee & Wyoming Inc. 1996 Stock Option Plan (Exhibit
10.1)2
(b) Form of Genesee & Wyoming Inc. Stock Option Plan for Outside
Directors (Exhibit 10.2)2
(c) Form of Compensation agreement between the Registrant and each
of its executive officers (Exhibit 10.3)1
(d) Form of Genesee & Wyoming Inc. Employee Stock Purchase Plan
(Exhibit 10.4)2
(e) Agreement dated February 6, 1996 between Illinois & Midland
Railroad, Inc. and the United Transportation Union. (Exhibit
10.65)1
(f) Amendment No. 1 to the Genesee & Wyoming Inc. 1996 Stock
Option Plan (Exhibit 10.1)4
(g) Amendment No. 1 to Genesee & Wyoming Inc. Stock Option Plan
for Outside Directors (Exhibit 10.1)5
(h) Memorandum of Lease between Minister for Transport and Urban
Planning a Body Corporate Under the Administrative
Arrangements Act, the Lessor, and Australia Southern Railroad
Pty. Ltd., the Lessee, dated 7 November 1997. (Exhibit 10.2)5
(i) Amendment No. 2. To the Genesee & Wyoming Inc. 1996 Stock
Option Plan (Exhibit 10.1)6
(j) Amendment No. 1. To the Genesee & Wyoming Inc. Employee Stock
Purchase Plan (Exhibit 10.2)6
(k) Promissory Note dated May 20, 1998 of Mortimer B. Fuller, III
in favor of the Registrant (Exhibit 10.1)7
(l) Assignment Letter between Charles W. Chabot and the
Registrant, effective November 1, 1998. (Exhibit 10.2)7
(m) Amendment No. 1 to Promissory Note dated May 28, 1999 of
Mortimer B. Fuller, III in favor of the Registrant (Exhibit
10.1)8
(n) Genesee Wyoming Deferred Stock Plan for Non-Employee
Directors 10
(o) Purchase and Sale Agreement dated August 17, 1999 between the
Federal Government of United Mexican States, Compania de
Ferrocarriles Chiapas-Mayab, S.A. de C.V., and Ferrocarriles
Nacionales de Mexico (Exhibit 10.1)9
(p) Amendment No. 3 to the Genesee & Wyoming Inc. 1996 Stock
Option Plan (Exhibit 10.1)11
(q) Amendment No. 4 to the Genesee & Wyoming Inc. 1996 Stock
Option Plan (Exhibit 10.1)12
(r) Amendment No. 5 to the Genesee & Wyoming Inc. 1996 Stock
Option Plan (Exhibit 10.2)12
(s) Amendment No 2. to the Genesee & Wyoming Inc. Stock Option
Plan for Outside Directors (Exhibit 10.3)12
(t) Amendment No. 6 to the Genesee & Wyoming Inc. 1996 Stock
Option Plan (Exhibit 10.1)13
(u) Genesee & Wyoming Australia Pty. Ltd. Executive Share Option
Plan (Exhibit 10.2)13
(v) Agreement for sale of Business dated December 16, 2000 among
The Hon Murray Criddle MLC, The Western Australian Government
Railways Commission, The Hon Richard Fairfax Court MLA,
Westrail Freight Employment Pty Ltd, AWR Holdings WA Pty Ltd,
Australian Western Railroad Pty Ltd, WestNet StandardGauge Pty
Ltd, WesterNet NarrowGauge Pty Ltd, AWR Lease Co. Pty Ltd, and
Australian Railroad Group Pty. Ltd. (Exhibit 2.1)15
(w) Westrail Freight Bidding and Share Subscription Agreement
dated October 25, 2000 among Wesfarmers Railroad Holdings Pty
Ltd, Wesfarmers Limited, GWI Holdings Pty Ltd, Genesee &
Wyoming Inc., and Genesee & Wyoming Australia Pty Ltd.
(Exhibit 99.1)15
(x) Shareholders Agreement, dated December 15, 2000 among
Wesfarmers Holdings Pty Ltd, GWI Holdings Pty Ltd, and
Australian Railroad Group Pty Ltd. (Exhibit 99.2)15
(y) Rail Freight Corridor Land Use Agreement (NarrowGauge) and
Railway Infrastructure Lease dated December 16, 2000 among The
Hon Murray Criddle MLC, The Western Australian Government
Railways Commission, The Hon Richard Fairfax Court MLA,
WestNet NarrowGauge Pty Ltd, Australia Western Railroad Pty
Ltd, and Australian Railroad Group Pty Ltd. (Exhibit 99.3)15
(z) Rail Freight Corridor Land Use Agreement (StandardGauge) and
Railway Infrastructure Lease dated December 16, 2000 among The
Hon Murray Criddle MLC, The Western Australian Government
Railways Commission, The Hon Richard Fairfax Court MLA,
WestNet StandardGauge Pty Ltd, Australia Western Railroad Pty
Ltd, and Australian Railroad Group Pty Ltd. (Exhibit 99.4)15
(10.1) Loan Agreement between GW Servicios, S.A. de C.V., Compania de
Ferrocarriles Chiapas-Mayab, S.A. de C.V. and International Finance Corporation
dated December 5, 2000. (Copies of omitted Annexes and Schedules will be
provided upon written request.)
(10.2) Loan Agreement between GW Servicios, S.A. de C.V., Compania de
Ferrocarriles Chiapas-Mayab, S.A. de C.V. and Nederlandse
Financierings-Mattaschappij Voor Ontwikkelingslanden N.V. dated December 5,
2000. (Copies of omitted Annexes and Schedules will be provided upon written
request.)
(10.3) Subscription Agreement between GW Servicios S.A. de C.V. and
International Finance Corporation dated December 5, 2000.
(11.1) Statement re computation of per share earnings
(12) Statements re computation of ratios
Not applicable.
(13) Annual report to security holders, Form 10-Q or quarterly report to
security holders
Not applicable.
(16) Letter re change in certifying accountant
Not applicable.
(18) Letter re change in accounting principles
Not applicable.
(21.1) Subsidiaries of the Registrant
(22) Published report regarding matters submitted to vote of security
holders
Not applicable.
(23.1) Consent of Arthur Andersen LLP
(24) Power of attorney
Not applicable.
(99) Additional Exhibits*
(a) Report of Independent Auditors, Ernst & Young
(b) Consent of Independent Auditors, Ernst & Young
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Except as otherwise indicated, all exhibits were filed with the initial filing
of the Form 10-K.
* Filed herewith.
1Exhibit previously filed as part of, and incorporated herein by reference
to, the Registrant's Registration Statement on Form S-1 (Registration No.
333-3972). The exhibit number contained in parenthesis refers to the exhibit
number in such Registration Statement.
2Exhibit previously filed as part of, and incorporated herein by reference
to, Amendment No. 1 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-3972). The exhibit number contained in parenthesis refers
to the exhibit number in such Amendment.
3Exhibit previously filed as part of, and incorporated herein by reference
to, Amendment No. 2 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-3972). The exhibit number contained in parenthesis refers
to the exhibit number in such Amendment.
4Exhibit previously filed as part of, and incorporated herein by reference
to, the Registrant's Report on Form 10-Q for the quarter ended June 30, 1997.
The exhibit number contained in parenthesis refers to the exhibit number in such
Report.
5Exhibit previously filed as part of, and incorporated herein by reference
to, the Registrant's Report on Form 10-K for the fiscal year ended December 31,
1997. The exhibit number contained in parenthesis refers to the exhibit number
in such Report.
6Exhibit previously filed as part of, and incorporated herein by reference
to, the Registrant's Report on Form 10-Q for the quarter ended June 30, 1998.
The exhibit number contained in parenthesis refers to the exhibit number in such
Report.
7Exhibit previously filed as part of, and incorporated herein by reference
to, the Registrant's Report on Form 10-K for the fiscal year ended December 31,
1998. The exhibit number contained in parenthesis refers to the exhibit number
in such Report.
8Exhibit previously filed as part of, and incorporated herein by reference
to, the Registrant's Report on Form 10-Q for the quarter ended June 30, 1999.
The exhibit number contained in parenthesis refers to the exhibit number in such
Report.
9Exhibit previously filed as part of, and incorporated herein by reference
to, the Registrant's Report on Form 10-Q for the quarter ended September 30,
1999. The exhibit number contained in parenthesis refers to the exhibit number
in such Report.
10Previously filed as part of, and incorporated herein by reference to,
the Registrant's 1999 Definitive Proxy Statement, which was filed in electronic
format on April 19, 1999 as Annex A to the Proxy Statement.
11Exhibit previously filed as part of, and incorporated herein by
reference to, the Registrant's Report on Form 10-Q for the quarter ended March
31, 2000. The exhibit number contained in parenthesis refers to the exhibit
number in such Report.
12Exhibit previously filed as part of, and incorporated herein by
reference to, the Registrant's Report on Form 10-Q for the quarter ended June
30, 2000. The exhibit number contained in parenthesis refers to the exhibit
number in such Report.
13Exhibit previously filed as part of, and incorporated herein by
reference to, the Registrant's Report on Form 10-Q for the quarter ended
September 30, 2000. The exhibit number contained in parenthesis refers to the
exhibit number in such Report.
14Exhibit previously filed as part of, and incorporated herein by
reference to, the Registrant's Report on Form 8-K dated December 7, 2000. The
exhibit number contained in parenthesis refers to the exhibit number in such
Report.
15Exhibit previously filed as part of, and incorporated herein by
reference to, the Registrant's Report on Form 8-K dated December 16, 2000. The
exhibit number contained in parenthesis refers to the exhibit number in such
report.
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
6th day of December, 2001.
GENESEE & WYOMING INC.
By: /s/ Alan R. Harris
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Name: Alan R. Harris
Title: Senior Vice President
and Chief Accounting Officer