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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) December 3, 2001
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GENESEE & WYOMING INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware 0-20847 06-0984624
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
66 Field Point Road 06830
Greenwich, Connecticut
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 629-3722
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Item 5. Other Events
On December 3, 2001, Genesee & Wyoming Inc., a Delaware corporation
("GWI"), its newly created subsidiary, ETR Acquisition Corporation, a Delaware
corporation ("ETR"), and Emons Transportation Group, Inc., a Delaware
corporation ("ETG"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), whereby ETR will be merged with and into ETG (the "Merger"). ETG
will be the surviving corporation in the Merger and will be a wholly owned
subsidiary of GWI. At the effective time of the Merger, each issued and
outstanding share of the common stock, par value $0.01 per share, of ETG,
together with the associated common stock purchase rights under the ETG rights
agreement, will be converted into the right to receive $2.50 in cash.
The Merger is subject to approval by ETG's stockholders, regulatory and
other consents, and other customary closing conditions.
Also on December 3, 2001, in connection with the execution of the
Merger Agreement, GWI entered into a Voting Agreement (the "Voting Agreement")
with 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 beneficially owned (excluding shares of common stock due
upon the exercise of stock options), at the time of the signing of the Voting
Agreement, an aggregate of 748,914 shares of common stock, par value $.01 per
share, of ETG, representing 10.58% of the total number of outstanding shares of
common stock of ETG at the time of the signing of the Voting Agreement. Under
the Voting Agreement, the Stockholders have agreed (1) to vote their shares in
favor of the approval and adoption of the Merger Agreement, the Merger and any
action required in furtherance thereof, (2) to vote against any action,
proposal, transaction or agreement that to the knowledge of the Stockholder
would constitute a breach in any material respect of any covenant,
representation or warranty or any other obligation or agreement of ETG under the
Merger Agreement or of the Stockholder under the Voting Agreement and (3) not to
sell, transfer, pledge, encumber, assign or otherwise dispose of their shares of
common stock of ETG prior to the completion of the Merger, except to a person
who agrees in writing to be bound by the Voting Agreement.
The Merger Agreement and the Voting Agreement are attached as exhibits
and are incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits.
The exhibits listed below and in the accompanying Exhibit Index are
filed as part of this Current Report on Form 8-K.
EXHIBIT NO. TITLE
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2.1 Agreement and Plan of Merger, dated as of December 3, 2001, by
and among Genesee & Wyoming Inc., ETR Acquisition Corporation and
Emons Transportation Group, Inc.
10.1 Voting Agreement, dated as of December 3, 2001, among Genesee &
Wyoming Inc. and certain stockholders of Emons Transportation
Group, Inc.
SIGNATURE
Pursuant to the requirements 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 hereunto duly authorized.
GENESEE & WYOMING INC.
By: /s/ Alan R. Harris
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Name: Alan R. Harris
Title: Senior Vice President
Dated: December 12, 2001
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of December 3, 2001, by
and among Genesee & Wyoming Inc., ETR Acquisition Corporation and
Emons Transportation Group, Inc.
10.1 Voting Agreement, dated as of December 3, 2001, among Genesee &
Wyoming Inc. and certain stockholders of Emons Transportation
Group, Inc.