================================================================================ 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): February 13, 2006 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.) 66 Field Point Road, Greenwich, Connecticut 06830 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 629-3722 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 February 13, 2006, Genesee & Wyoming Inc. issued a press release relating to its agreement to sell its Western Australia operations and certain other assets of the Australian Railroad Group for A$1.3 billion (US$956 million), Also Agrees to Acquire Remaining 50 percent of South Australia Operations from Wesfarmers Limited for A$20 million (US$15 million). ITEM 9.01 EXHIBITS (a) None (b) None (d) Exhibits The following exhibits are filed or furnished herewith: EXHIBIT NO. DESCRIPTION ----------- --------------------------------------- 99.1 Press Release, dated February 13, 2006 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. February 13, 2006 By: /s/ Adam B. Frankel ----------------------------- Name: Adam B. Frankel Title: Senior Vice President, General Counsel & Corporate Secretary