UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EMONS TRANSPORTATION GROUP, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
291575 10 8
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(CUSIP Number)
Mark W. Hastings
Genesee & Wyoming Inc.
66 Field Point Road, Greenwich, Connecticut 06830
(203) 629-3722
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 2001
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(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(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*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).
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CUSIP NO. 291575 10 8 Page 2 of 12 pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GENESEE & WYOMING INC. 06-0984624
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCES OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 748,914
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER 748,914
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
748,914
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 291575 10 8 Page 3 of 12 pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MORTIMER B. FULLER, III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCES OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 748,914
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER 748,914
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
748,914
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6 %
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14 TYPE OF REPORTING PERSON*
IN
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Page 4 of 12 Pages
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Item 1. Security and Issuer.
This statement relates to shares of common stock, $0.01 par value
per share, of Emons Transportation Group, Inc. ( the "Issuer"), a Delaware
corporation. The principal offices of the Issuer are located at 96 South George
Street, York, Pennsylvania 17401.
Item 2. Identity and Background.
This statement is being filed jointly by Genesee & Wyoming
Inc. ("GWI") and Mortimer B. Fuller, III.
GWI is a Delaware corporation with its principal executive
offices located at 66 Field Point Road, Greenwich, Connecticut 06830.
GWI is a holding company whose subsidiaries and unconsolidated
affiliates own and operate short line and regional freight railroads and provide
related rail services in North America, South America and Australia. Through its
U.S. industrial switching subsidiary, GWI also provides railroad switching and
related services to United States industrial companies with extensive railroad
facilities within their complexes.
Mortimer B. Fuller, III is the Chairman of the Board of
Directors and Chief Executive Officer of GWI. His principal business address is
66 Field Point Road, Greenwich, Connecticut 06830. He is a citizen of the United
States.
During the last five years, none of the reporting persons nor,
to the best knowledge of the reporting persons, any of the persons named in
Schedule A hereto have been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding has been or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Information concerning the identity and background of the
Directors and Executive Officers of GWI is contained in Schedule A hereto.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable
Item 4. Purpose of Transaction
On December 3, 2001, GWI, its newly created subsidiary ETR
Acquisition Corporation ("ETR"), and the Issuer entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing for the merger (the "Merger")
of ETR with and into the Issuer, following
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Page 5 of 12 pages
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which the Issuer will continue as the surviving corporation and will be a wholly
owned subsidiary of GWI.
At the effective time of the Merger, each share of Issuer common
stock, par value $0.01 per share, together with the associated common stock
purchase rights under the Issuer's rights agreement issued and outstanding
immediately prior to the effective time, will be converted into the right to
receive $2.50 in cash. Each share of common stock, par value $0.01 per share, of
ETR issued and outstanding immediately prior to the effective time will be
converted into one identical share of the common stock of the surviving
corporation and shall constitute the only issued and outstanding capital stock
of the surviving corporation following the effective time. Following
consummation of the Merger, the Issuer's common stock will no longer be quoted
on the NASDAQ and will be terminated from registration pursuant to Section 12
(g) (4) of the Securities Exchange Act of 1934, as amended.
The Merger is subject to approval by the Issuer's stockholders,
regulatory consents, and other customary closing conditions.
Concurrently with the execution of the Merger Agreement,
Michael J. Blake, Robert Grossman, Kimberly A. Madigan, Alfred P. Smith,
Dean H. Wise and Scott F. Ziegler (each, a "Stockholder" and collectively,
the " Stockholders") who own an aggregate of 748,914 (10.6%) of the outstanding
shares of Issuer common stock, entered into a voting agreement
(the " Voting Agreement") with GWI.
Pursuant to the Voting Agreement, each Stockholder has agreed: (a)
to vote in favor of the approval and adoption of the Merger Agreement, the
Merger and any action required in furtherance thereof and (b) to vote against
any action, proposal, transaction or agreement that to the knowledge of such
Stockholder would constitute a breach in any material respect of any covenant,
representation or warranty or any other obligation or agreement of the Issuer
under the Merger Agreement or of such Stockholder under the Voting Agreement. In
addition, each Stockholder has agreed not to sell, transfer, pledge, encumber,
assign or otherwise dispose of or enter into any contract, option or other
arrangement or understanding with respect to the offer for sale, sale, transfer,
pledge, encumbrance, assignment or other disposition of, any of its shares of
Issuer common stock, any securities exercisable for or convertible into Issuer
common stock, any other capital stock of the Issuer or any interest in any of
the foregoing with any person, except to a person who agrees in writing, to be
bound by the Voting Agreement. Each Stockholder also irrevocably appointed GWI
or any designee of GWI the lawful agent, attorney and proxy of each such
Stockholder during the term of the Voting Agreement to vote the shares of such
Stockholder in accordance with the Voting Agreement at any meeting of the
stockholders of the Issuer.
The Voting Agreement will terminate upon the earlier of (a) the
effective time of the Merger or (b) termination of the Merger Agreement.
The preceding summaries of certain provisions of the Merger
Agreement and the Voting Agreement are not intended to be complete and are
qualified in their entirety by reference to the full text of such agreements,
which are Exhibits 2 and 3 hereto, which are incorporated herein by reference.
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Page 6 of 12 pages
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Item 5. Interest in Securities of the Issuer.
(a)-(c) By reason of the Voting Agreement described in Item 4,
GWI may be deemed to be the beneficial owner of, in the aggregate, 748,914
shares of Issuer common stock, and together with the Stockholders may be deemed
to have shared power to vote or direct the vote of the Stockholder shares of
Issuer common stock and shared power to dispose or direct the disposition of the
Stockholder shares. Such shares represent approximately 10.6% of the shares of
Issuer common stock, based upon the number of shares issued net of treasury
shares.
By reason of his ownership of 5.4% of GWI Class A common stock
and 77.9% of GWI Class B common stock, which represents approximately 51.7% of
the voting power of the outstanding shares of GWI common stock, Mortimer B.
Fuller, III may be deemed the indirect beneficial owner of, in the aggregate,
748,914 shares of Issuer common stock, and together with the Stockholders may be
deemed to have shared power to vote or direct the vote of the Stockholder shares
of Issuer common stock and shared power to dispose or direct the disposition of
the Stockholder shares. Such shares represent approximately 10.6% of the shares
of Issuer common stock, based upon the number of shares issued net of treasury
shares.
Except as described in this Schedule 13D, to the best
knowledge of each of the reporting persons, none of the reporting persons and no
other person described or referred to in Item 2 above, beneficially owns or has
acquired or disposed of any shares of Issuer common stock during the past 60
days.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
As described in Item 4, GWI anticipates that it will acquire
the entire equity interest in the Issuer, through the merger of its newly
created subsidiary, ETR Acquisition Corporation, with and into the Issuer
pursuant to the Merger Agreement.
Other than the Merger Agreement and the Voting Agreement
described in Item 4 of this statement, to the best knowledge of the reporting
persons, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons listed or referred to in
Item 2 of this Schedule 13D and any person with respect to shares of Issuer
common stock.
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Page 7 of 12 pages
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Item 7. Material to be Filed as Exhibits.
Exhibits:
1. Joint Filing Agreement
2. Agreement and Plan of Merger by and among Genesee & Wyoming Inc,
ETR Acquisition Corporation and Emons Transportation Group, Inc. dated
December 3, 2001. *
3. Voting Agreement between Genesee & Wyoming Inc. and certain
stockholders of Emons Transportation Group, Inc. dated
December 3, 2001. *
* Incorporated by reference to the Current Report on Form 8-K filed by
the Issuer on December 12, 2001.
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Page 8 of 12 pages
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Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: December 13, 2001
GENESEE & WYOMING INC.
By: /s/ Thomas P. Loftus
____________________________
Name: Thomas P. Loftus
Title: Senior Vice President Finance
By: /s/ Mortimer B. Fuller, III
_____________________________
Mortimer B. Fuller, III
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Page 9 of 12
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Exhibit Index
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Exhibit No. Document
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Exhibit 1 Joint Filing Agreement
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Exhibit 2 Agreement and Plan of Merger by and among Genesee &
Wyoming Inc, ETR Acquisition Corporation and Emons
Transportation Group, Inc. dated December 3, 2001. *
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Exhibit 3 Voting Agreement between Genesee & Wyoming Inc. and
certain stockholders of Emons Transportation Group,
Inc. dated December 3, 2001. *
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* Incorporated by reference to the Current Report on Form 8-K filed by the
Issuer on December 12, 2001.