SCHEDULE 13E-3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule
13e-3)
Amendment No. 3
PROVIDENCE AND WORCESTER RAILROAD COMPANY
(Name of the Issuer)
PROVIDENCE AND WORCESTER RAILROAD COMPANY
(Name or Person(s) Filing Statement)
Preferred Stock, $.50 Par Value
(Title of Class of Securities)
743737207
(CUSIP Number of Class of Securities)
Heidi J. Eddins
Providence and Worcester Railroad Company
P.O. Box 1188
Worcester, Massachusetts 01601
(508)755-4000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of an information statement subject to Regulation 14C
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:[]
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Pursuant to Rule 13e-3(d)(3), Schedule 13E-3 as heretofore
amended is hereby further amended to reflect the results of the
Rule 13e-3 transaction described therein as follows:
1. Effective July 6, 1994 the charter of the issuer was
amended to authorize 6,817 shares of Preferred Stock,
$50 par value (the "New Preferred Stock") and to delete
any reference to shares of Preferred Stock, $.50 par
value (the "Old Preferred Stock").
2. During the period July 6, 1994-September 4, 1994,
pursuant to the plan of recapitalization attached as
Exhibit B to the information statement filed as Exhibit
B to Schedule 13E-3,
(i) 148,000 shares of Old Preferred Stock
were converted into 1,480 shares of New
Preferred Stock;
(ii) 114,568 shares of Old Preferred Stock
were converted into 114,568 shares of the
issuer's common stock, $.50 par value; and
(iii) 361 shares of Old Preferred Stock were
surrendered to Fleet National Bank, Exchange
Agent, against payment in cash at the rate of
$7.75 per share.
On September 8, 1994 the issuer had outstanding 1,927,000
shares of common stock, held by an aggregate of 672 holders of
record, and 1,480 shares of New Preferred Stock, held by an
aggregate of 10 holders of record.
SIGNATURE
After due 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.
Providence and Worcester
Railroad Company
By: Orville R. Harrold
Orville R. Harrold
President
September 12, 1994
