SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PROVIDENCE AND WORCESTER RAILROAD COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
PROVIDENCE AND WORCESTER RAILROAD COMPANY
75 Hammond Street
Worcester, Massachusetts 01610
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 26, 1995
PLEASE TAKE NOTICE that the 1995 annual meeting of the shareholders of
Providence and Worcester Railroad Company (the "Company") will be held at the
Marriott Hotel, Lincoln Square, Worcester, Massachusetts, on Wednesday, April
26, 1995 at 2:00 o'clock P.M., local time, for the following purposes:
(1) To elect three directors (by the holders of Common Stock only) and
six directors (by the holders of Preferred Stock only) to serve for terms
of one year and until their successors are elected and qualified;
(2) To approve the appointment of Deloitte & Touche LLP as independent
auditors of the accounts of the Company for 1995 (by the holders of Common
Stock and Preferred Stock, voting as separate classes); and
(3) To transact such other business, if any, as may properly come before
the meeting or any adjournment or adjournments thereof (by the holders of
Common Stock and Preferred Stock, voting as separate classes).
Holders of record of the Common Stock or Preferred Stock on the books of
the Company as of the close of business on March 1, 1995 will be entitled
to vote.
By Order of the Board of Directors
HEIDI J. EDDINS
Secretary and General Counsel
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Worcester, Massachusetts
March 31, 1995
If you are the holder of record of only one class of the Company's capital
stock, only one proxy card is enclosed. If you are the holder of record of
both Common Stock and Preferred Stock, two proxy cards are enclosed. Kindly
fill in, date and sign the enclosed proxy card(s) and promptly return the
same in the enclosed addressed envelope, which requires no postage if mailed
in the United States. If you are personally present at the meeting, the proxy
or proxies will not be used without your consent.
PROVIDENCE AND WORCESTER RAILROAD COMPANY
PROXY STATEMENT
Annual Meeting of Shareholders
April 26, 1995
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy or proxies are solicited by the Board of Directors of
Providence and Worcester Railroad Company (herein called the "Company"), in
connection with the annual meeting of the shareholders to be held April 26,
1995, and the Company will bear the cost of such solicitation. It is expected
that the solicitation of proxies will be primarily by mail. Proxies may also be
solicited personally by regular employees of the Company at nominal cost. The
Company may reimburse brokerage houses and other custodians, nominees and
fiduciaries holding stock for others in their names, or in those of their
nominees, for their reasonable out-of-pocket expenses in sending proxy
materials to their principals or beneficial owners and obtaining their proxies.
Any shareholder giving a proxy has the power to revoke it at any time prior
to its exercise, but the revocation of a proxy will not be effective until
notice thereof has been given to the Secretary of the Company. Notice of
revocation may be delivered in writing to the Secretary prior to the meeting
or may be transmitted orally to the Secretary at the meeting. Every properly
signed proxy will be voted in accordance with the specifications made thereon.
This proxy statement and the accompanying proxy or proxies are expected to
be first sent to shareholders on March 31, 1995.
VOTING AT MEETING
Only shareholders of record at the close of business on March 1, 1995
will be entitled to vote at the meeting. Under the Company's charter, the
holders of the Company's Common Stock, voting separately as a class, are
entitled to one vote for each share held in the election of one-third (1/3)
of the Board of Directors of the Company proposed to be elected at the meeting.
The holders of the Company's Preferred Stock, voting separately as a class,
are entitled to one vote for each share held in the election of the balance
of the Board of Directors proposed to be elected at the meeting. The holders
of the Company's Common Stock and the holders of the Company's Preferred
Stock are entitled to one vote per share, voting as separate classes and not
together, upon all other matters presented to the shareholders for their
approval.
Common Stock directors will be elected in each case by vote of the holders
of a majority of the Common Stock present or represented at the meeting, and
the Preferred Stock directors will be similarly elected by the holders of a
majority of the Preferred Stock.
Shares represented by proxies which are marked "withhold authority" with
respect to the election of any particular nominee for director, "abstain" with
respect to any other matter, or to deny discretionary authority on any other
matters will be counted as shares present and entitled to vote, and accord-
ingly any such marking of a proxy will have the same effect as a vote against
the proposal to which it relates.
Brokers who hold shares in street name may lack authority to vote such
shares on certain items, absent specific instructions from their customers.
Shares subject to such "broker non-votes" will not be treated as shares
entitled to vote on the matters to which they relate and therefore will be
treated as not present at the meeting for those purposes, but otherwise will
have no effect on the outcome of the voting on such matters. It is not
presently anticipated that any matter which might be the subject of a "broker
non-vote" will come before the annual meeting.
On the record date, there were 2,011,137 shares of the Company's Common
Stock and 653 shares of the Company's Preferred Stock outstanding.
ELECTION OF DIRECTORS
At the annual meeting, three Common Stock directors and six Preferred
Stock directors are to be elected, and each will hold office until the next
annual meeting and until his successor is elected and qualified. The proxies
named in the accompanying proxy or proxies, who have been designated by the
Board of Directors, intend to vote, unless otherwise instructed, for the
election to the Board of Directors of the persons named below, all of whom are
now directors of the Company. Certain information concerning such nominees is
set forth below:
<TABLE>
<S> <C> <C>
Principal Occupation Director
Name and Age During Past Five Years Since
Common Stock Director Nominees:
Robert H. Eder (62) Chairman of the Company 1965
Ronald P. Chrzanowski (52) Vice President of the Company 1989
William J. LeDoux (63) Attorney, Christopher and LeDoux 1990
Preferred Stock Director Nominees:
Orville R. Harrold (62) President of the Company 1978
John H. Cronin (61) President, Ideal Products, Inc. 1986
(restaurant supplies)
Robert J. Easton (51) Treasurer of the Company 1989
John J. Healy (58) President and Chief Executive 1991
Officer, HMA Behavioral Health, Inc.
(behavioral health care
management services)
(prior to December 1991, President,
PresMet Corporation)
J. Joseph Garrahy (64) President, J. Joseph Garrahy & 1992
Associates, Inc.
(business consultants)
Francis M. White (67) Retired; until December 1987, 1987
Chairman, Bank of Boston
Connecticut
</TABLE>
Dates of directorships include directorships of the Company's predecessors.
Mr. White is also a director of MacDermid, Incorporated.
Except as noted in the above table, all of the present directors and
nominees have been engaged in their present principal occupations in the same
or similar capacities during the past five years.
2
The Board of Directors has an Audit Committee currently comprised of John H.
Cronin, Chairman, J. Joseph Garrahy, and Francis M. White. The Audit Committee
is primarily responsible for overseeing the Company's internal accounting
procedures and its relationship with its independent auditors. The Board
does not have nominating or compensation committees or committees performing
similar functions.
The Board of Directors held five meetings and the Audit Committee held
three meetings during the fiscal year ended December 31, 1994.
During the fiscal year ended December 31, 1994, each director who was not
an employee of the Company received a base fee of $500 for each attended
meeting of the Board of Directors plus $50 per attended meeting for each year
of service as a director, and each member of the Audit Committee received
$300 for each attended meeting of that committee (other than the Chairman,
who received $350). The Stock Option Committee, consisting of William J.
LeDoux, Chairman, and John J. Healy, held one meeting and received the same
per meeting compensation as the Audit Committee.
During the month of January of each year, beginning in 1994, directors of
the Company who were serving as such on the preceding December 31 and are not
fulltime employees of the Company are granted options for the purchase of 100
shares of the Common Stock of the Company, plus options for an additional ten
shares for each full year of service to the Company. The exercise price is
the fair market value of the Common Stock on the last business day of the
preceding year, and the term of each option is ten years (subject to earlier
termination if the grantee ceases to serve as a director), provided, no option
is exercisable within six months following the date of grant.
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and All Other
Principal Compensation
Position Year Salary($) ($)(1)(2)
<S> <C> <C> <C> <C>
Robert H. Eder 1994 $265,002 $47,413
Chairman and 1993 $253,542 $49,901
Chief Executive 1992 $246,480
Officer
Orville R. Harrold 1994 $203,962 $39,784
President 1993 $195,547 $40,847
1992 $189,706
Ronald P. 1994 $118,804 $ 7,160
Chrzanowski 1993 $115,247 $ 5,663
Vice President 1992 $111,287
Heidi J. Eddins 1994 $118,658 $ 7,203
Secretary and 1993 $110,744 $ 5,416
General Counsel 1992 $104,350
Robert J. Easton 1994 $107,136 $ 6,474
Treasurer 1993 $102,075 $ 4,983
1992 $ 96,005
</TABLE>
3
(1) In accordance with transitional provisions of the executive officer comp-
ensation disclosure rules adopted by the Securities and Exchange Commiss-
ion, amounts of "All Other Compensation" are excluded for 1992.
(2) Includes (i) premiums paid for life insurance coverage and (ii) amounts
paid directly to the accounts of officers under the Company's simplified
employee pension plan.
<TABLE>
Life Insurance Premiums Employee Pension Plan
<S> <C> <C>
Mr. Eder $38,413 $ 9,000
Mr. Harrold $30,784 $ 9,000
Mr. Chrzanowski $ 7,160
Mrs. Eddins $ 7,203
Mr. Easton $ 6,474
</TABLE>
4
Option/SAR Grants in Last Fiscal Year(1)
Individual Grants
<TABLE>
Number of
Securities % of Total
Underlying Options/SARs Exercise
Options/ Granted to or base
SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date(2)
<S> <C> <C> <C> <C>
Orville R. Harrold 897 13% $7.50 January 2, 2004
Ronald P. Chrzanowski 463 7% $7.50 January 2, 2004
Heidi J. Eddins 268 4% $7.50 January 2, 2004
Robert J. Easton 244 3% $7.50 January 2, 2004
</TABLE>
(1) An "SAR" is a stock appreciation right, a form of incentive compensation
usually based on increases in the market value of a company's publicly traded
stock. The Company does not grant SARs, but it does grant options for shares
of its common stock under its Non-Qualified Stock Option Plan.
(2) All options are fully exercisable during the period July 2, 1994-January
2, 2004, subject to earlier termination in the event of the termination of
the grantee's employment.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable(1) Unexercisable(1)
<S> <C> <C> <C> <C>
Orville R. 462 $ 1,719 1,881 $ 0
Harrold
Ronald P. 620 $ 528 420 $ 0
Chrzanowski
Heidi J. 345 $ 1,395 949 $ 846
Eddins
Robert J. 171 $ 770 859 $ 951
Easton
</TABLE>
(1) All options are presently exercisable.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table set forth below reflects the only persons (including any "group"
as that term is used in Section 13(d)(3) of the Securities Exchange Act of
1934) who, to the best of the Company's knowledge, were on March 1, 1995 the
beneficial owners of more than five percent of the Company's outstanding
Common Stock, $.50 par value, or Preferred Stock, $50 par value. Each share
of the Company's outstanding Preferred Stock is convertible at any time, at
the option of the holder, into one hundred shares of Common Stock of the
Company. The footnote to the table below sets forth the percentages of the
outstanding Common Stock which would be held by the indicated owners if such
owners' Preferred Stock were converted in whole into Common Stock.
Percent
Name and Address Number of Shares Owned of Class (1)
Robert H. and Linda Eder 996,492 (Common) 50%
2441 S.E. Bahia Way 500 (Preferred) 77%
Stuart, Florida 34996
(1) Assuming no conversion of Preferred Stock. If their Preferred Stock
were converted in whole to Common Stock, Mr. and Mrs. Eder would own 51% of
the outstanding Common Stock.
Of the shares owned by Mr. and Mrs. Eder, 921,912 Common shares and 500
Preferred shares were held directly by Mr. Eder, and 74,580 Common shares were
held directly by Mrs. Eder. By reason of their ownership, Mr. and Mrs. Eder
may be deemed to be "control persons" with respect to the Company.
The following table reflects as of March 1, 1995, the beneficial ownership
of shares of Common Stock and Preferred Stock of the Company by directors,
nominees for director and officers of the Company, all shares being owned
directly except as otherwise noted:
<TABLE>
Name of individual Common Common Shares Percent
or Identification Shares Subject to of Class Percent of Preferred
of Group Owned(1) Options (1) Shares Owned of Class
<S> <C> <C> <C> <C> <C>
Ronald P. Chrzanowski 3242 938 * - -
John H. Cronin 660 280 * - -
Robert J. Easton (a) 561 1062 * - -
Heidi J. Eddins 1751 1250 * - -
Robert H. Eder See "Security Ownership of Certain Beneficial Owners
and Management", above.
J. Joseph Garrahy 500 330 * - -
Orville R. Harrold(b) 18,000 2643 * - -
John J. Healy 200 250 * - -
William J. LeDoux 600 570 * - -
Francis M. White(c) 1500 830 * - -
All directors
and officers
as a group
(10 persons) 1,023,506 8153 51% 500 77%
________________
</TABLE>
6
(1) Assumes no conversion of Preferred Stock and excludes shares which may be
acquired by the exercise of options.
* Less than 1%
(a) Includes 18 shares held by Mr. Easton's wife in her name.
(b) Includes 1700 Common shares held by Mr. Harrold's wife in her own name,
and 2600 Common shares held by a custodian in an individual retirement
account for the benefit of Mr. Harrold.
(c) Includes 500 Common shares held by a partnership in which Mr. White and
his wife hold in the aggregate a 75% partnership interest.
INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has recommended that Deloitte
& Touche LLP, who acted as independent auditors of the accounts of the Company
for 1994, be appointed as independent auditors of the accounts of the Company
for the year 1995. As a matter of corporate practice, the shareholders will
be asked to approve the appointment. The Company has recently been advised
by Deloitte & Touche LLP that they have no direct financial interest or any
material indirect financial interest in the Company, nor have they had any
connection during the past three years with the Company in the capacity of
promoter, underwriter, voting trustee, director, officer or employee.
It is expected that a representative of Deloitte & Touche LLP will be
present at the annual meeting with the opportunity to make a statement if
he so desires, and that such representative will be available to respond to
appropriate questions.
FINANCIAL STATEMENTS
A copy of the annual report of the Company for the year ended December 31,
1994 is enclosed. Such report is not part of this proxy statement.
PROPOSALS FOR 1996 ANNUAL MEETING
The 1996 annual meeting of the shareholders of the Company is scheduled
to be held April 24, 1996. If a shareholder intending to present a proposal
at that meeting wishes to have a proper proposal included in the Company's
proxy statement and form of proxy relating to the meeting, the shareholder
must submit the proposal to the Company not later than November 28, 1995.
OTHER MATTERS
No business other than that set forth in the attached Notice of Meeting is
expected to come before the annual meeting, but should any other matters
requiring a vote of shareholders arise, including a question of adjourning the
meeting, the persons named in the accompanying proxy will vote thereon accord-
ing to their best judgment in the interests of the Company. In the event any
of the nominees for the office of director should withdraw or otherwise become
unavailable for reasons not presently known, the persons named as proxies will
vote for other persons in their place in what they consider the best interests
of the Company.
7
By Order of the Board of Directors
HEIDI J. EDDINS
Secretary and General Counsel
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Dated: March 31, 1995
PW019258.AR2
8
PROXY PROVIDENCE AND WORCESTER RAILROAD COMPANY
(PREFERRED STOCK) Annual Meeting of
Shareholders - April 26, 1995
The undersigned, whose signature appears on the reverse side of this
proxy, hereby appoints Robert H. Eder, Orville R. Harrold and Ronald P.
Chrzanowski, or a majority of such of them as shall be present,
attorneys with power of substitution and with all the powers the
undersigned would possess if personally present, to vote the Preferred
Stock of the undersigned in Providence and Worcester Railroad Company
at the annual meeting of shareholders to be held on April 26, 1995 in
Worcester, Massachusetts, and at any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS: FOR all nominees listed below (except
WITHHOLD AUTHORITY to vote for all
as marked to the contrary below)
nominees listed below __
J. Cronin, R. Easton, J. Garrahy, O. Harrold, J.
Healy, F. White
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
_______________________________________________________________________
_______________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE as
independent auditors of the Company
for 1995: __ FOR __ AGAINST __ ABSTAIN
3. In their discretion, upon such other matters as may properly come
before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted for Proposals 1 and 2.
PROXY PROVIDENCE AND WORCESTER RAILROAD COMPANY
(PREFERRED STOCK) Annual Meeting of
Shareholders - April 26, 1995
The undersigned, whose signature appears on the reverse side of this
proxy, hereby appoints Robert H. Eder, Orville R. Harrold and Ronald P.
Chrzanowski, or a majority of such of them as shall be present,
attorneys with power of substitution and with all the powers the
undersigned would possess if personally present, to vote the Preferred
Stock of the undersigned in Providence and Worcester Railroad Company
at the annual meeting of shareholders to be held on April 26, 1995 in
Worcester, Massachusetts, and at any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS: FOR all nominees listed below (except
WITHHOLD AUTHORITY to vote for all
as marked to the contrary below)
nominees listed below __
J. Cronin, R. Easton, J. Garrahy, O. Harrold, J.
Healy, F. White
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
_______________________________________________________________________
_______________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE as
independent auditors of the Company
for 1995: __ FOR __ AGAINST __ ABSTAIN
3. In their discretion, upon such other matters as may properly come
before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted for Proposals 1 and 2.
PROXY PROVIDENCE AND WORCESTER RAILROAD COMPANY
(PREFERRED STOCK) Annual Meeting of
Shareholders - April 26, 1995
The undersigned, whose signature appears on the reverse side of this
proxy, hereby appoints Robert H. Eder, Orville R. Harrold and Ronald P.
Chrzanowski, or a majority of such of them as shall be present,
attorneys with power of substitution and with all the powers the
undersigned would possess if personally present, to vote the Preferred
Stock of the undersigned in Providence and Worcester Railroad Company
at the annual meeting of shareholders to be held on April 26, 1995 in
Worcester, Massachusetts, and at any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS: FOR all nominees listed below (except
WITHHOLD AUTHORITY to vote for all
as marked to the contrary below)
nominees listed below __
J. Cronin, R. Easton, J. Garrahy, O. Harrold, J.
Healy, F. White
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
_______________________________________________________________________
_______________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE as
independent auditors of the Company
for 1995: __ FOR __ AGAINST __ ABSTAIN
3. In their discretion, upon such other matters as may properly come
before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted for Proposals 1 and 2.
PLEASE DATE, SIGN AND RETURN THIS PROXY
(Sign exactly as your name appears hereon.
Dated:............................., 1995
When signing as attorney, executor, administrator,
trustee, guardian or in a corporate capacity, please
Signed:..................................
give full title as such. In case of joint tenants
or multiple owners, each party must sign.)
.........................................
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY
PLEASE DATE, SIGN AND RETURN THIS PROXY
(Sign exactly as your name appears hereon.
Dated:............................., 1995
When signing as attorney, executor, administrator,
trustee, guardian or in a corporate capacity, please
Signed:..................................
give full title as such. In case of joint tenants
or multiple owners, each party must sign.)
.........................................
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY
PLEASE DATE, SIGN AND RETURN THIS PROXY
(Sign exactly as your name appears hereon.
Dated:............................., 1995
When signing as attorney, executor, administrator,
trustee, guardian or in a corporate capacity, please
Signed:..................................
give full title as such. In case of joint tenants
or multiple owners, each party must sign.)
.........................................
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY
PROXY PROVIDENCE AND WORCESTER RAILROAD COMPANY
(COMMON STOCK) Annual Meeting of Shareholders
- April 26, 1995
The undersigned, whose signature appears on the reverse side of this
proxy, hereby appoints Robert H. Eder, Orville R. Harrold and Ronald P.
Chrzanowski, or a majority of such of them as shall be present,
attorneys with power of substitution and with all the powers the
undersigned would possess if personally present, to vote the Common
Stock of the undersigned in Providence and Worcester Railroad Company
at the annual meeting of shareholders to be held on April 26, 1995 in
Worcester, Massachusetts, and at any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS: FOR all nominees listed below (except
WITHHOLD AUTHORITY to vote for all
as marked to the contrary below)
nominees listed below __
R. Chrzanowski, R. Eder, W. LeDoux
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
_______________________________________________________________________
_______________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE as
independent auditors of the Company
for 1995: __ FOR __ AGAINST __ ABSTAIN
3. In their discretion, upon such other matters as may properly come
before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted for Proposals 1 and 2.
PLEASE DATE, SIGN AND RETURN THIS PROXY
(Sign exactly as your name appears hereon.
Dated:............................., 1995
When signing as attorney, executor, administrator,
trustee, guardian or in a corporate capacity, please
Signed:..................................
give full title as such. In case of joint tenants
or multiple owners, each party must sign.)
.........................................
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY
PROXY PROVIDENCE AND WORCESTER RAILROAD COMPANY
(PREFERRED STOCK) Annual Meeting of
Shareholders - April 26, 1995
The undersigned, whose signature appears on the reverse side of
this proxy, hereby appoints Robert H. Eder, Orville R. Harrold and
Ronald P. Chrzanowski, or a majority of such of them as shall be
present, attorneys with power of substitution and with all the powers
the undersigned would possess if personally present, to vote the
Preferred Stock of the undersigned in Providence and Worcester
Railroad Company at the annual meeting of shareholders to be held on
April 26, 1995 in Worcester, Massachusetts, and at any adjournments
thereof, as follows:
1. ELECTION OF DIRECTORS: FOR all nominees listed below (except
WITHHOLD AUTHORITY to vote for all
as marked to the contrary below)
nominees listed below __
J. Cronin, R. Easton, J. Garrahy, O. Harrold, J.
Healy, F. White
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
______________________________________________________________________
________________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE as
independent auditors of the Company
for 1995: __ FOR __ AGAINST __ ABSTAIN
3. In their discretion, upon such other matters as may properly come
before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted for Proposals 1 and 2.
PLEASE DATE, SIGN AND RETURN THIS PROXY
(Sign exactly as your name appears hereon.
Dated:............................., 1995
When signing as attorney, executor, administrator,
trustee, guardian or in a corporate capacity, please
Signed:..................................
give full title as such. In case of joint tenants
or multiple owners, each party must sign.)
.........................................
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY
