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GWR > SEC Filings for GWR > Form 8-K on 19-Nov-2013All Recent SEC Filings

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Form 8-K for GENESEE & WYOMING INC


19-Nov-2013

Entry into a Material Definitive Agreement, Change in Directors or Principa


Item 1.01 Entry Into a Material Definitive Agreement.

On November 13, 2013, Genesee & Wyoming Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with investment funds associated with The Carlyle Group (the "Selling Stockholders") and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (the "Underwriters"), related to a public offering of 5,984,232 shares (the "Shares") of Class A Common Stock, par value $0.01 per share (the "Common Stock"), of the Company, to be sold by the Selling Stockholders, at a price of $97.04 per share. The secondary offering was completed on November 19, 2013. The Company will not receive any proceeds from the secondary offering.

The sale of the Shares by the Selling Stockholders was made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-183862) (the "Registration Statement") and the prospectus contained therein dated September 12, 2012.

The foregoing description of the Underwriting Agreement and the related transactions associated therewith does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached hereto as Exhibit 1.1, and is incorporated herein by reference.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers.

Effective as of November 19, 2013, Gregory S. Ledford, the Selling Stockholders' designee on the Company's Board of Directors (the "Board"), resigned from the Board. Mr. Ledford's resignation as a director was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Mr. Ledford was appointed to the Board on October, 2, 2012 by the Selling Stockholders in connection with the Company's sale of $350 million of 5% Series A-1 Preferred Stock ("Preferred Stock") to certain affiliates of the Selling Stockholders. The Preferred Stock was subsequently converted into the Shares and sold pursuant to the Underwriting Agreement, as described in Item 1.01 above. The completion of the secondary offering pursuant to the Underwriting Agreement represents the sale of the entire interest of the Selling Stockholders in the Company.



Item 8.01 Other Events.

In connection with the offering of the Shares by the Selling Stockholders, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement: (i) the Underwriting Agreement and (ii) information relating to Part II, Item 14 "Other Expenses of Issuance and Distribution" of the Registration Statement.

Cautionary Statement Regarding Forward-Looking Statements

This filing contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time the Company makes the statements and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as "may," "will," "should, "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and the Company cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Readers are cautioned not to place undue reliance on the forward-looking statements included in this filing, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 1.1     Underwriting Agreement dated November 13, 2013 among the Company, the
                Selling Stockholders and Citigroup Global Markets Inc. and Deutsche
                Bank Securities Inc.

Exhibit 99.1    Information relating to Part II, Item 14 "Other Expenses of Issuance
                and Distribution" of the Registration Statement (File No. 333-183862).


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