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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/20/09 Genesee & Wyoming Inc RW 1:6K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: RW Registration Withdrawal Request HTML 8K
| Registration Withdrawal Request |
Page 1 of 2
[G&W Letterhead]
VIA EDGAR
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Registration Statement on Form S-3 (Registration No. 333-155790), filed on November 28, 2008 |
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Act”), Genesee & Wyoming Inc. (the “Registrant”) hereby applies to the Securities and Exchange Commission (the “Commission”) for consent to withdraw immediately the Registrant’s Registration Statement on Form S-3 (Registration No. 333-155790), together with all exhibits thereto, filed on November 28, 2008 (the “S-3”).
The S-3 is being withdrawn because the Registrant meets the requirements of a “well-known seasoned issuer” under Rule 405 of the Act. Because the Registrant meets these requirements, the Registrant would like to withdraw the S-3 and file an “automatic shelf” registration statement on Form S-3ASR. No securities have been or will be sold pursuant to the S-3. The Registrant requests, in accordance with Rule 457(p) of the Act, that all fees paid to the Commission in connection with the filing of the S-3 be credited to the Registrant’s account and applied to offset the registration fee payable with respect to the securities that are to be registered on the Form S-3ASR.
Page 2 of 2
If you have any questions about this request for withdrawal, please feel free to call me (203-629-3722) or A.J. Kess (212-455-2711).
| Sincerely, |
| /s/ Allison M. Fergus |
| General Counsel and Secretary |
| This ‘RW’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/20/09 | S-3ASR | ||
| 11/28/08 | S-3 | |||
| List all Filings | ||||