Registration Statement No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
PROVIDENCE AND WORCESTER RAILROAD COMPANY
(Exact name of issuer as specified in its charter)
RHODE ISLAND 05-0344399
(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
75 Hammond Street
Worcester, MA 01610
(508)755-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
Providence and Worcester Railroad Company
Non-Qualified Stock Option Plan
(Full Title of the Plan)
Heidi J. Eddins, Esq.
Providence and Worcester Railroad Company
75 Hammond Street
Worcester, MA 01610
(508)755-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Copy to:
Lynne Barry Dolan, Esq.
2400 Hospital Trust Plaza
Providence, Rhode Island 02903
(401)421-3670
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. []
Approximate Date of Commencement of Proposed Sale to Public:
From time to time after the effective date of this Registration
Statement.
Exhibit Index on Page 10
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount Proposed Proposed Amount of
Each Class of to be Maximum Maximum Registra-
Securities to Registered Offering Aggregate tion Fee
be Registered Price Per Offering
Share(*) Price
<S> <C> <C> <C> <C>
Common Stock
(par value
$.50) 52,257 shs. $ 8.50 $ 444,185 $ 153.17
</TABLE>
(*) Computed pursuant to Rule 457(h) solely for the purpose
of determining the registration fee, based on the average of the
high and low prices of the Corporation's Common Stock as quoted
on the National Association of Securities Dealers Automated
Quotation ("NASDAQ")System on April 25 , 1996.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by the Providence
and Worcester Railroad Company (the "Registrant") with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(a) The Registrant's latest Annual Report filed on Form 10-K;
and
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the financial statements contained in the
prospectus referred to in (a) above; and
(c) The description of the Registrant's common stock contained
in the Registrant's registration statement filed under Section 12
of the Exchange Act, including any amendment or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment to this Registration
Statement which indicates that all of the shares of common stock
offered have been sold or which deregisters all of such shares
then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
Under the Rhode Island Business Corporation Act, a
corporation has the power to indemnify any person made a party to
any proceeding by reason of the fact that he is or was a director
of the corporation or, while a director of the corporation, is or
was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, other enterprise
or employee benefit plan, so long as the person (i) conducted
himself in good faith, (ii) reasonably believed, in the case of
conduct in his official capacity with the corporation, that his
conduct was in its best interests, and in all other cases that
his conduct was at least not opposed to its best interests, and
(iii) in the case of any criminal proceeding, he had no
reasonable cause to believe that his conduct was unlawful.
Indemnification may be made against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the
person in connection with the proceeding, but shall not be made
in respect of any proceeding in which the person shall have been
adjudged to be liable to the corporation. Notwithstanding the
foregoing, a director shall not be indemnified in respect of any
proceeding charging improper personal benefit to him, whether or
not involving action in his official capacity, in which he shall
have been adjudged to be liable on the basis that personal
benefit was improperly received by him. Indemnification may not
be made unless authorized in the specific case after a
determination has been made by the Board of Directors or other
specific body that indemnification of the director is permissible
in the circumstances because he has met the standard of conduct
set forth above.
In general, an officer of a corporation may be indemnified
to the same extent as a director.
In addition to the authority conferred upon the Registrant
as provided above, the charter of the Registrant provides that
the Board of Directors may authorize agreements to be entered
into with each director to provide that the Registrant shall pay,
on behalf of the director with whom the same is entered into,
certain losses or expenses arising from claims made against the
director in his capacity as a director of the Registrant by
reason of any breach of duty, neglect, error, misstatement,
misleading statement, omission or other act wrongfully done or
attempted. The charter further provides that any agreement so
authorized may provide for the advancement of expenses to a
d)rector prior to the final disposition of any action, suit or
proceeding involving such director and based on the alleged
commission by the director of any such breach of duty or other
act wrongfully done or attempted, subject to an undertaking by
the director to repay the same to the Registrant if the act
involves acclaim for which indemnification is not permitted under
the charter and the final disposition of the action results in an
adjudication adverse to the director.
The Registrant's charter provides that any such agreement
may not provide for the indemnification of a director, or for the
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<PAGE>
reimbursement of a director, in connection with any claim (A) for
any breach of the director's duty of loyalty to the Registrant or
its stockholders, (B) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law,
(C) for profits under Section 16(b) of the Exchange Act, or (D)
for improper personal benefit (unless the transaction is
permitted by the Rhode Island Business Corporation Act).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is hereby incorporated by reference
herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement (or
the most recent post-effective amendment thereof); and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (i) and (ii) shall
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
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<PAGE>
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, a copy of the Registrant's
annual report to shareholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in
which case the Registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report upon
written request from the employee.
(d) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by itself is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, on
the 30th day of April , 1996.
PROVIDENCE AND WORCESTER
RAILROAD COMPANY
Orville R. Harrold
By: Orville R. Harrold
President
Title:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the persons
whose signatures appears below does hereby constitute and appoint
Robert H. Eder, Orville R. Harrold and Heidi J. Eddins, and each
of them, with full power of substitution and full power to act
without the others, his true and lawful attorney-in-fact and
agent for him in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to the Registration Statement on Form S-8
with respect to 52,257 shares of the Common Stock, $.50 par
value, of Providence and Worcester Railroad Company issued
pursuant to Providence and Worcester Railroad Company Non-
qualified Stock Option Plan and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in
order to effectuate the same as fully, to all intents and
purposes, as they or he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
Robert H. Eder
Chairman of the
Robert H. Eder Board and Director April 30, 1996
Orville R. Harrold President and
Director April 30, 1996
Orville R. Harrold
Carl P. Belke
Vice President and April 30, 1996
Carl P. Belke Director
Ronald P. Chrzanowski
Vice President and
Ronald P. Chrzanowski Director April 30, 1996
Robert J. Easton
Treasurer and
Robert J. Easton Director April 30, 1996
Frank W. Barrett
Director April 30, 1996
Frank W. Barrett
Phillip D. Brown
Director April 30, 1996
Phillip D. Brown
John H. Cronin
Director April 30, 1996
John H. Cronin
J. Joseph Garrahy
Director April 30, 1996
J. Joseph Garrahy
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<PAGE>
John J. Healy
Director April 30, 1996
John J. Healy
William J. LeDoux
Director April 30, 1996
William J. LeDoux
Charles M. McCollam,Jr.
Director April 30, 1996
Charles M. McCollam,Jr.
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
4.1 Amended And Restated Articles of Incorporation
of the Registrant
4.2 By-laws of the Registrant, as amended
5 Opinion of Lynne Barry Dolan, Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Lynne Barry Dolan, Esq.
(included in Opinion filed as Exhibit 5).
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<PAGE>
EXHIBIT 4.1
S834A
Approved
May 15, 1969.
JANUARY SESSION, 1969
AN ACT to Incorporate the Eastern Securities Corporation.
It is enacted by the General Assembly as follows:
Section 1.
Morris Laird, David Graham, Ernest Malo, Marguerite F. Woods and John
E. O'Brien, and their associates, successors and assigns, be and they
hereby are, made a corporation, by the name of Eastern Securities
Corporation;and they shall be capable to sue and be sued to final
judgment and execution; plead and be impleaded, defend and be defended
against in any court, or in any other place whatever; to make, have and
use a common seal, and the same to breakor alter at pleasure; and shall
be and are hereby vested with all the powers, privileges and immunities
which are or may be necessary to carry into effect and objects of this
act as hereinafter set forth.
Sec. 2. Said corporation is formed for the purpose and shall have the
power to acquire, hold, vote, sell, transfer or otherwise dispose of,
and guarantee bonds, securities or evidences of indebtedness created by,
or the shares, including a majority, of the capital stock of any other
corporation or corporations, whether engaged in or organized for similar
or different business or other activities, and to acquire, hold, sell,
convey, transfer, lease, rent or otherwise dispose of any property, real
or personal, and to engage in any other lawfully authorized business or
activity. Said corporation may acquire, hold, sell, transfer or otherwise
dispose of shares of its own capital stock.
Sec. 3. The capital stock of said corporation shall consist of thirty-five
thousand (35,000) shares having no par value. Any unissued stock may be
issued from time to time by the directors for cash, or for personal property,
tangible or intangible, or real estate, and the stock so issued shall be
full-paid and not liable to any further call or assessment. Stockholders
shall have no preemptive right to subscribe for any subsequently issued
capital stock.
Sec. 4. The management of the business and affairs
of the corporation shall be vested in a board of directors,
consisting of nine directors to be elected by the stockholders as
follows: the directors shall be divided into three classes of equal
number and at the first annual meeting of stockholders, directors of
the first class shall be elected for a term to expire at the first
annual meeting next after their election, those of the second class
shall be elected for a term to expire at the second annual meeting
next after their election, and those of the third class shall be
elected for a term to expire at the third annual meeting next after
their election. At each annual meeting after such classification the
number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold
office until the third succeeding annual meeting. All directors
shall serve until their successors are elected and qualified and
vacancies in the board of directors may be filled by the affirmative
vote of a majority of the remaining directors. A majority of the
directors shall constitute a quorum for all purposes. The directors
shall elect such officers as are provided by the bylaws, and may also
elect an executive committee and such other committees as they may
see fit from their own number, and may delegate to such committee
such of the powers of the board of directors and such other powers as
they may deem expedient, and they shall have the power to make and
<PAGE>
adopt by-laws for the corporation which shall not be inconsistent
with the provisions of this act. Until the first annual meting of
stockholders under this act, Morris Laird, David Graham, Ernest Malo,
Marguerite F. Woods, John E. O'Brien, Anna Coleman, Irene Redman,
Roland Bernard and James B. Grant shall be directors of said corporation.
Sec. 5. Annual meetings of the stockholders of said
corporation shall be held at the time and place specified in the by-
lays, provided however, that the first annual meeting of stockholders
shall be held at the call of a majority of the directors for the time
being, not later than one year after the date of passage of this act.
Stockholders shall be entitled to receive not less than ten days'
notice of the time, place and purpose of each meeting of
stockholders.
At all meetings of stockholders, annual or special,
and for whatever purpose, each stockholder shall be entitled to one
vote for every share owned by him, not exceeding fifty shares; and
one vote for every twenty shares more than fifty owned by him;
provided, that no stockholder shall be entitled to vote upon more than
onefourth part of the whole number of outstanding shares, unless as
proxy for other stockholders, and any stockholder may have a right to
vote by proxy duly authorized in writing. Provided, however, that the
corporation shall have the right to create a class or classes of capital
stock which shall have no voting power. In each case where for the
authorization of any corporation action the general laws of this
state would otherwise require the affirmative vote of the holders of
a specified portion of the shares of this corporation entitled to
vote thereon, in lieu thereof, the affirmative vote of the holders of
shares representing such specified portion of the total voting power
of the outstanding shares of this corporation shall be required.
If, at any time, the directors and stockholders shall
vote to split the outstanding shares, the voting rights of the
capital stock shall be adjusted by the directors so as to maintain
as nearly as may be the relative voting power of each stockholder
as it was prior to such split. This corporation shall have the
power to issue stock in stock splits, stock dividends and
recapitalizations. The voting provisions of the capital stock
provided for in this section shall not be changed except by
specific amendment of this act by the general assembly, which shall
have been approved and accepted as an amendment to this act by
two-thirds of the votes of the stockholders as a meeting duly
called for the purpose. At all meetings of stockholders one-third
of the outstanding shares shall constitute a quorum for all
purposes. Special meetings of the stockholders may be called by
the president, the board of directors and the holders of not less
than fifty per cent of the outstanding shares.
SEC. 6. The provisions of the general laws of this state shall
be applicable to this corporation, provided however, that in the event of
inconsistency between the provisions of this act, and the provisions of
any other acts or parts of acts, public or private, the provisions of this
act shall prevail.
SEC. 7. This act shall take effect upon its passage.
<PAGE>
H2227A
Approved May 5, 1972
JANUARY SESSION, 1972
AN ACT in Amendment of and in addition to an Act Entitled "An Act
to Incorporate the Eastern Securities Corporation".
It is enacted by the General Assembly as follows: Section 1.
Section 1 of an act entitled "An act to incorporate the eastern
securities corporation" passed at the January session, A.D. 1969 is
hereby amended by changing the name of the corporation as therein
stated from Eastern Securities Corporation to Providence and Worcester
Railroad Company.
Section 2. Section 2 of said act is hereby amended to read as follows:
"Sec. 2. Said corporation is formed for the purpose and shall
have the power to conduct a general railroad business in the state
of Rhode Island and in all states of the United States; to survey,
build, own, lease, acquire, mortgage, operate, and maintain and
sell or otherwise dispose of a line or lines of railroad for the
purpose of carrying and transporting freight, passengers, baggage,
mail and express, and to do a general railroad business for hire
and for toll; to purchase, construct, own, maintain and operate
wharves, bridges and trestles, and to lay rails and operate
railroads thereon; to purchase, construct, own, maintain and
operate in connection therewith ferries, vessels, ships, steamers,
barges, docks, slips and landings, and discharging places for
freight and passenger traffic; to purchase, sell, lease, mortgage,
hold and operate all classes of real estate; and to purchase, sell,
mortgage, hold, control and operate easements, franchises, roads
and rights-of-way; to construct power plants; to construct and
operate common carrier pipelines for hire and for toll in the state
of Rhode Island and in all states of the United States; to buy,
own, build, maintain, lease and sell, mortgage or otherwise dispose
of plants for the manufacture and repair of engines, motors, cars,
trucks and rolling stock of all kinds and machinery and mechanical
devices of every kind and nature for the furtherance of the
purposes herein stated; to do, either as principal or agent and
either alone or through subsidiaries or in connection with other
persons, firms, associations or corporations, all and everything
necessary, suitable, convenient or proper for, or in connection
with, or incident to, the accomplishment of any one or more of the
purposes herein enumerated or designed directly or indirectly to
promote the interests of the corporation or to enhance the value of
its properties, and in general to engage in any lawful act or
activity for which corporations may now or hereafter be organized
under the general laws of Rhode Island."
Sec. 3. Section 5 of said act is hereby amended by adding thereto
at the end thereof the following paragraph. "The corporation shall have
the right to create a class or classes of capital stock which shall have
full, limited or no voting power."
Sec. 4. Section 6 of said act is hereby amended to read as follows:
"Sec. 6. The provisions of the general laws of this state (including
any general act or acts providing for the organization and government
of corporations, and specifically chapter 1.1 of title 7 of the general
laws entitled "Rhode Island Business Corporation Act"), as they presently
exist or as they may hereafter be enacted or amended from time to time,
<PAGE>
shall be applicable to this corporation, provided, however, that in the
event of inconsistency between the provisions of this act and the
provisions of any other acts or parts of acts, public or private,
the provisions of this act shall prevail."
Sec. 5. In addition to and not in limitation of its other powers,
privileges and franchises, this corporation shall have the power and be
authorized to merge (as the surviving corporation) with Providence and
Worcester Company, a Delaware corporation (successor by merger to
Providence and Worcester Railroad Company chartered by the legislature
of the state of Rhode Island and the Commonwealth of Massachusetts in
1844). The merger herein authorized shall be effected in the same manner
as in the case of the merger of a domestic corporation organized under the
Business Corporation Act with a foreign corporation, where such
domestic corporation is to be the surviving corporation. At such
time as the merger shall take effect, this corporation shall
thereafter possess all the rights, privileges, immunities and
franchises, as well of a public as of a private nature, of each of
the merging corporations; and all property, real, personal and
mixed, and all debts due on whatever account, including subscriptions
to shares, and all other choices in action, and all and every other
interest of, or belonging to, or due to each of the corporations so merged,
shall be taken and deemed to be transferred to and vested in this
corporation without further act of deed; and the title to any real estate,
or any interest therein, vested in any of such corporations shall not
revert or be in anyway impaired by reason of such merger; and this
corporation shall thenceforth be responsible and liable for all the
liabilities and obligations of each of the corporations so merged; and
any claim existing or action or proceeding pending by or against either
of such corporations may be prosecuted as if such merger had not taken
place; and neither the rights of creditors nor any liens upon the
property of either of such corporations shall be impaired by such merger."
Sec. 6. This act shall take effect upon its passage,
and all acts or parts of acts inconsistent herewith are hereby
repealed.
<PAGE>
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
CERTIFICATE OF AMENDMENT TO THE CHARTER OF
P&W INDUSTRIES, INC.
The undersigned, as the Vice President and the Secretary,
respectively, of P&W Industries, Inc., a Rhode Island corporation,
organized pursuant to an act entitled "An Act to Incorporate the Eastern
Securities Corporation", passed at the January Session, A.D. 1969 of the
Rhode Island General Assembly, as heretofore amended (the "Act"), do hereby
certify that pursuant to the provisions of Section 5 of the Act, the Board of
Directors of said corporation on September 24, 1976, by unanimous vote,
adjusted the voting rights of the capital stock of said corporation by amending
the first sentence of the second paragraph of said Section 5 to read as follows:
"At all meetings of stockholders, annual or special, and for
whatever purpose, each stockholder shall be entitled to one vote
for every share owned by him, not exceeding one thousand shares;
and twenty votes for every four hundred shares more than one
thousand owned by him; provided, that no stockholder shall be
entitled to vote upon more than one-fourth part of the whole number
of outstanding shares, unless as proxy for other stockholders, and
any stockholder may have a right to vote by proxy duly authorized in writing."
IN WITNESS WHEREOF, the undersigned have executed this certificate in
their capacities as Vice President and Secretary, respectively, of P&W
Industries, Inc., this 24th day of September, 1976.
Raymond D. Finizia
Vice President
Joseph R. DiStefano Secretary
STATE OF RHODE ISLAND
(COUNTY OF PROVIDENCE )
At East Providence in said county on this 24th day
of September, 1976, personally appeared before me Rayomnd D.
Finizia and Joseph R. DiStefano, who, being by me first duly sworn,
declared that they are respectively the Vice President and the
Secretary of P&W Industries, Inc., that they signed the foregoing
document as Vice President and Secretary, respectively, of the
corporation, and that the statements therein contained are true.
Marguerite F. Woods
Notary Republic
My Commission Expires June 30, 1981
<PAGE>
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT TO THE CHARTER
OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
(Formerly Eastern Securities Corporation)
Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts
the following Articles of Amendment to its Charter:
FIRST: The name of the corporation is Providence and Worcester Railroad Company
SECOND: The shareholders of the corporation on September 24,
1976, in the manner prescribed by Chapter 7-1.1 of the General
Laws, 1956, as amended, adopted the following amendment(s) to the Charter:
[Insert Amendment(s)]
"RESOLVED: That Section 1 of the act entitled 'An Act to
Incorporate the Eastern Securities Corporation', passed at the
January Session, A.D. 1969 of the Rhode Island General Assembly, as
heretofore amended (the 'Act'), be and it hereby is further amended
by changing the name of the corporation as therein stated from
Providence and Worcester Railroad Company to P&W Industries, Inc."
"RESOLVED: That the first sentence of Section 3 of the Act be and
it hereby is amended to read as follows: 'The capital stock of
said corporation shall consist of seven hundred thousand (700,000)
shares of common stock having a par value of One Dollar ($1.00) each.'"
THIRD: The number of shares of the corporation outstanding at
the time of such adoption was 35; and the number of shares entitled
to vote thereon was 35.
FOURTH: The designation and number of outstanding shares of each
class entitled to vote thereon as a class were as follows:
(if inapplicable, insert "none")
CLASS NUMBER OF SHARES
Common Stock, no par value 35
FIFTH: The number of shares voted for such amendment was 35;
and the number of shares against such amendment was none.
SIXTH: The number of shares of each class entitled
to vote thereon as a class voted for and against such amendment,
respectively, was: (if inapplicable, insert "none")
NUMBER OF SHARES VOTED
CLASS FOR AGAINST
Common Stock, no par value 35 None
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows: (If no change, so state)
No change.
<PAGE>
EIGHTH: The manner in which such amendment effects a change in
the amount of stated capital, and the amount of stated capital as
changed by such amendment, are as follows: (If no change, so state)
No change.
Dated: September 24, 1976 Providence and Worcester Railroad Company
BY: Raymond D. Finizia
Its: Vice President AND:
Joseph R. DiStefano
Its: Secretary
STATE OF RHODE ISLAND
SC.COUNTY OF PROVIDENCE
At East Providence in said county on this 24th day of
September, 1976, personally appeared before me Raymond D. Finizia,
who, being by me first duly sworn, declared that he is the Vice
President of Providence andWorcester Railroad Company, that he
signed the foregoing document as Vice President of the corporation,
and that the statements therein contained are true.
Marguerite F. Wood
Notary Public
My commission expires June 30,
1981(NOTARIAL SEAL)
<PAGE>
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT TO THE CHARTER
OF
P&W INDUSTRIES, INC.
Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts
the following Articles of Amendment to its Charter:
FIRST: The name of the corporation is P&W Industries,Inc.
SECOND: The shareholders of the corporation on February 14, 1979,
in the manner prescribed by Chapter 71.1 of the General Laws, 1956,
as amended, adopted the following amendment(s) to the Charter:
[Insert Amendment(s)]
VOTED: That Section 1 of the act entitled "An Act
to Incorporate the Eastern Securities Corporation", passed at the
January Session, A.D. 1969 of the Rhode Island General Assembly, as
heretofore amended (the "Act"), be and it hereby is further amended
by changing the name of the corporation as therein stated from P&W
Industries, Inc. to Providence and Worcester Railroad Company.
There was then presented to the meeting a Supplemental Agreement
among the corporation, Providence and Worcester Railroad Company, a
Rhode Island corporation ("Railroad"), all of the stock of which is
owned by the corporation, and Providence and Worcester Company, a
Delaware corporation ("P&W"), and an Agreement and Plan of
Reorganization between P&W and Railroad, which were duly considered
at said meeting; and, upon motion duly made, seconded and carried,
it was RESOLVED, that the Supplemental Agreement and the
Agreement and Plan of Reorganization shall be and hereby are
approved in all respects and that the officers of the corporation
are hereby authorized to execute the Supplemental Agreement in the
name of and to deliver on behalf of the corporation said
Supplemental Agreement with such modifications as the officers
executing the Supplemental Agreement may approve, their execution
thereof to be deemed conclusive evidence of such approval and of
their authority hereunder.
FURTHER RESOLVED, that the common stock of the
corporation, $1 par value, be issued in accordance with the
Supplemental Agreement to the holders of the common stock, $100
par value, of P&W at the ratio of 20 shares of common stock, $1
par value, of the corporation to be issued in exchange for each
one share of the common stock, $100 par value, of P&W in
consideration of the agreements contained in the Supplemental
Agreement and the assets of P&W to be acquired by Railroad, a
whollyowned subsidiary of the corporation, via the merger
contemplated by the Agreement and Plan of Reorganization.
FURTHER RESOLVED, that the consideration to be
received for the issuance of said stock as aforesaid is hereby
determined to be greatly in excess of $1 per share for each of the
shares of the common stock, $1 per value, of the corporation to be
issued in accordance with the Supplemental Agreement; and, of the
consideration being received, $1 for each share issued in
accordance with the Supplemental Agreement shall be and the same
hereby is allocated to the capital of the corporation, and the
excess, as determined in accordance with standard accounting
<PAGE>
practices, shall be and hereby is allocated to the surplus of the
corporation.
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 700; and the number of shares entitled to vote
thereon was 700.
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:
(if inapplicable, insert "none")
CLASS NUMBER OF SHARES
Common Stock, $1.00 par value 700
FIFTH: The number of shares voted for such amendment was 700; and the
number of shares against such amendment was 0.
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was:
(if inapplicable, insert "none")
NUMBER OF SHARES VOTED
CLASS FOR AGAINST
Common Stock, $1.00 par value 700 0
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as follows:
(If no change, so state)
No change.
EIGHTH: The manner in which such amendment effects a change in
the amount of stated capital, and the amount of stated capital as
changed by such amendment, are as follows:
(If no change, so state) No change.
Dated: February 15, 1979 P&W Industries, Inc.
BY: Raymond D. Finizia
Its: Vice President
AND: Joseph R. DiStefano
Its: Secretary STATE OF RHODE ISLAND
: SC. COUNTY OF PROVIDENCE
At Woonsocket in said county on this 15th day of February, 1979,
personally appeared before me Raymond D. Finizia who, being by me
first duly sworn, declared that he is the Vice President of P&W
Industries, Inc. that he signed the foregoing document as Vice
President of the corporation, and that the statements therein
contained are true.
Sandra Soderlund
Notary Public
(NOTARIAL SEAL)
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
<PAGE>
ARTICLES OF AMENDMENT TO THE CHARTER OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts
the following Articles of Amendment to its Charter:
FIRST: The name of the corporation is Providence and Worcester Railroad Company
SECOND: The shareholders of the corporation on October 2, 1980,
in the manner prescribed by Chapter 71.1 of the General Laws, 1956,
as amended, adopted the following amendment(s) to the Charter:
[Insert Amendment(s)]
RESOLVED: That Section 4 of the Charter of the Company, as amended
to date, be and the same hereby is amended to read as follows:
"SEC. 4. The management of the business and affairs of the
Corporation shall be vested in a board of directors. The number of
directors to constitute the board, the manner of election thereof
and the terms of the directors, and all other matters relating to
the board, shall be as provided in the bylaws of the Corporation
from time to time."
THIRD: The number of shares of the corporation outstanding at the
time of such adoption was 700; and the number of shares entitled to
vote thereon was 700.
FOURTH: The designation and number of outstanding share of each class
entitled to vote thereon as a class were as follows:
(if inapplicable, insert "none")
CLASS NUMBER OF SHARES
Common Stock, $1.00 par value 700
FIFTH: The number of shares voted for such amendment was 700; and the
number of shares voted against such amendment was 0.
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was:
(if inapplicable, insert "none")
NUMBER OF SHARES VOTED
CLASS FOR AGAINST
Common Stock, $1.00 par value 700 0
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows: (If no change, so state) No change.
EIGHTH: The manner in which such amendment effects a change in
the amount of stated capital, and the amount of stated capital as
changed by such amendment, are as follows:
(If no change, so state) No change.
<PAGE>
Dated: November 25, 1980
Providence and Worcester Railroad Company
BY: Orville R. Harrold
Its: President AND:
Joseph R. DiStefano
Its: Secretary STATE OF RHODE ISLAND
: SC. COUNTY OF PROVIDENCE :
At Woonsocket in said county on this 25th day of November, 1980,
personally appeared before me Orville R. Harrold and Joseph R.
DiStefano who, being by me first duly sworn, declared that they
are the President and Secretary, respectively of Providence and
Worcester Railroad Company that they signed the foregoing document
as President and Secretary of the corporation, and that the statements
therein contained are true.
Marguerite F. Woods
Notary Public
(NOTARIAL SEAL)
<PAGE>
83-S 349
Effective May 18, 1983
AN ACT RELATING TO THE EASTERN SECURITIES CORPORATION
It is enacted by the General Assembly as follows: SECTION 1.
Section 5 of an act entitled, "An Act
to Incorporate the Eastern Securities Corporation," passed at the
January session, A.D. 1969, is hereby amended to read as follows:
"Sec. 5. Annual meetings of the stockholders of said
corporation shall be held at the time and place specified in the
by-laws; provided, however, that the first annual meeting of
stockholders shall be held at the call of a majority of the
directors for the time being, not later than one (1) year after
the date of passage of this act. Stockholders shall be entitled
to receive not less than ten (10) days notice of the time, place
and purpose of each meeting of stockholders.
At all meetings of stockholders, annual or special,
and for whatever purpose, each stockholder shall be entitled to one
(1) vote for every share owned by him, not exceeding one thousand
(1,000) shares; and twenty (20) votes for every four hundred (400)
shares more than one thousand (1,000) shares owned by him;
provided, that no stockholder shall be entitled to vote upon more
than one-fourth (1/4) part of the whole number of outstanding
shares, unless as proxy for other stockholders, and any stockholder
may have a right to vote by proxy duly authorized in writing.
Provided, however, that the corporation shall have the right to
create a class or classes of capital stock which shall have no
voting power. In each case where for the authorization of any
corporate action the general laws of this state would otherwise
require the affirmative vote of the holders of a specified
portion of the shares of this corporation entitled to vote thereon,
in lieu thereof, the affirmative vote of the holders of shares
representing such specified portion of the total voting power of the
outstanding shares of this corporation shall be required. If, at any
time, the directors and stockholders shall vote to split the outstanding
shares, the voting rights of the capital stock shall be adjusted
by the directors so as to maintain as nearly as may be the relative
voting power of each stockholder as it was prior to such split.
This corporation shall have the power to issue stock in stock
splits, stock dividends and recapitalizations. At all meetings of
stockholders one-third (1/3) of the outstanding shares shall
constitute a quorum for all purposes. Special meetings of the
stockholders may be called by the president, the board of directors and the
holders of not less than fifty percent (50%) of the outstanding
shares. The corporation shall have the right to create a class or
classes of capital stock which shall have full, limited or no
voting power." SECTION 2. This act shall take effect upon passage.
<PAGE>
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT TO THE CHARTER
OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts
the following Articles of Amendment to its Charter:
FIRST: The name of the corporation is Providence and Worcester Railroad Company
SECOND: The shareholders of the corporation on July 27, 1983, in the
manner prescribed by Chapter 71.1 of the General Laws, 1956, as amended,
adopted the following amendment to the Charter:
[Insert Amendment]
The first sentence of the second paragraph of Section 5 of an
act entitled, "An Act to Incorporate the Eastern Securities
Corporation," passed at the January session, A.D. 1969, as
heretofore amended, is hereby further amended to read as follows:
"At all meetings of stockholders, annual or special, and for
whatever purpose, each stockholder shall be entitled to one (1) vote
for every share owned by him, and any stockholder shall have the right
to vote by proxy duly authorized in writing."
THIRD: The number of shares of the corporation outstanding
at the time of such adoption was 700; and the number of shares
entitled to vote thereon was 700.
FOURTH: The designation and number of outstanding share of each
class entitled to vote thereon as a class were as follows:
(if inapplicable, insert "none")
CLASS NUMBER OF SHARES
None
FIFTH: The number of shares voted for such amendment was
700; and the number of shares against such amendment was 0.
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was:
(if inapplicable, insert "none")
NUMBER OF SHARES VOTED
CLASS FOR AGAINST
None
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows: (If no change, so state)
None.
EIGHTH: The manner in which such amendment effects
a change in the amount of stated capital, and the amount of
stated capital as changed by such amendment, are as follows:
(If no change, so state) None.
<PAGE>
Dated: August 5, 1983 Providence and Worcester Railroad Company
BY: Orville R. Harrold
Its: President AND:
Joseph R. DiStefano
Its: Secretary
STATE OF RHODE ISLAND :
: SC. COUNTY OF PROVIDENCE :
At Woonsocket in said county on this 5th day of August, 1983,
personally appeared before me Orville R. Harrold, who, being by me
first duly sworn, declared that he is the President of Providence
and Worcester Railroad Company that he signed the foregoing
document as President of the corporation, and that the statements
therein contained are true.
Gloria P. Hopkins Notary Public
My commission expires June 30, 1986
(NOTARIAL SEAL)
<PAGE>
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT TO THE CHARTER
OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Pursuant to the provisions of Section 7-1.1-56 of the General
Laws, 1956, as amended, the undersigned corporation adopts the
following Articles of Amendment to its Charter:
FIRST: The name of the corporation is Providence
and Worcester Railroad Company
SECOND: The shareholders of the corporation on January 25, 1984,
in the manner prescribed by Chapter 71.1 of the General Laws, 1956,
as amended, adopted the following amendment(s) to the Charter:
[INSERT AMENDMENT(S)]
The act entitled "An Act to Incorporate the Eastern Securities
Corporation, "passed at the January Session, A.D. 1969, of the
Rhode Island General Assembly, as heretofore amended, is hereby
amended to read, in its entirety, as follows:
Section 1. The name of the corporation is Providence and Worcester
Railroad Company.
Section 2. The period of its duration is perpetual.
Section 3. Said corporation is formed for the purpose and
shall have the power to conduct a general railroad business in the
state of Rhode Island and in all states of the United States; to
survey, build, own, lease, acquire, mortgage, operate, and maintain
and sell or otherwise dispose of a line or lines of railroad for the
purpose of carrying and transporting freight, passengers, baggage,
mail and express, and to do a general railroad business for hire and
for toll; to purchase, construct, own, maintain and operate wharves,
bridges and trestles, and to lay rails and operate railroads thereon; to
purchase, construct, own, maintain and operate in connection
therewith ferries, vessels, ships, steamers, barges, docks, slips
and landings, and discharging places for freight and passenger
traffic; to purchase, sell, lease, mortgage, hold and operate all
classes of real estate; and to purchase, sell, mortgage, hold,
control and operate easements, franchises, roads and rights-of-
way; to construct power plants; to construct and operate common
carrier pipelines for hire and for toll in the state of Rhode
Island and in all states of the United States; to buy, own, build,
maintain, lease and sell, mortgage or otherwise dispose of plants
for the manufacture and repair of engines, motors, cars, trucks
and rolling stock of all kinds and machinery and mechanical
devices of every kind and nature for the furtherance of the
purposes herein stated; to do, either as principal or agent and
either alone or through subsidiaries or in connection with other
persons, firms, associations or corporations, all and everything
necessary, suitable, convenient or proper for, or in connection
with, or incident to, the accomplishment of any one or more of [6
purposes herein enumerated or designed directly or indirectly to
promote the interests of the corporation or to enhance the value
of its properties; and in general to engage in any lawful act or
activity for which corporations may now or hereafter be organized
under the general laws of Rhode Island. In addition to the
foregoing, the corporation shall have all powers granted to
business corporations pursuant to Section 71.1-4 of the General
Laws, 1956, as amended
<PAGE>
Section 4. The aggregate number of shares which the
corporation has authority to issue is Seven Hundred Thousand
(700,000), each share having one dollar ($1.00) par value.
Section 5. Existing provisions limiting or denying
to shareholders the preemptive right to acquire additional or
treasury shares of the corporation are:
Shareholders have no preemptive right to acquire un-
issued or treasury shares of any class or securities convertible
into shares or carrying a right to subscribe to or acquire shares.
Section 6. Existing provisions of the charter
for the regulation of the internal affairs of the corporation are:
Pursuant to Section 7-1.1-30.3(2) of the General Laws, 1956, as
amended, and except for actions pursuant to Sections 7-1.1-67, 7-
1.1-70.1 or 7-1.172 of the General Laws, 1956, as amended,
whenever the vote of the shareholders at a meeting thereof is
required or permitted to be taken for and in connection with any
corporate action, such action may be taken without a meeting by the
written consent of the shareholders entitled to vote thereon if the
shareholders who so consent would be entitled to cast at least the
minimum number of votes which would be required to take such
action at a meeting at which all shareholders entitled to vote
thereon are present. Prompt notice of such action shall be given
to all shareholders who would have been entitled to vote upon the
action if such meeting were held.
The Board of Directors shall have no power or authority to amend or
repeal the corporation's bylaws.
Section 7. The provisions of the General Laws of the State of Rhode
Island (including any general act or acts providing for the organization
and government of corporations, and specifically chapter 1.1 of title 7
of the General Laws entitled "Rhode Island Business Corporation Act"),
as they presently exist or as they may hereafter be enacted or amended
from time to time, shall be applicable to this corporation, provided,
however, that in the event of inconsistency between the provisions of
the act entitled "An Act to Incorporate the Eastern Securities
Corporation," passed at the January Session, A.D. 1969, of the
Rhode Island General Assembly, as amended (the "Act"), and the
provisions of any other acts or parts of acts, public or private,
the provisions of the Act shall prevail.
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 700; and the number of shares entitled to vote
thereon was 700.
FOURTH: The designation and number of outstanding
share of each class entitled to vote thereon as a class were as
follows: (if inapplicable, insert "none")
CLASS NUMBER OF SHARES
None
FIFTH: The number of shares voted for such amendment was 700;
and the number of shares against such amendment was 0.
SIXTH: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was: (if inapplicable, insert "none")
NUMBER OF SHARES VOTED
CLASS FOR AGAINST
None
<PAGE>
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows: (If no change, so state)
No Change.
EIGHTH: The manner in which such amendment effects
a change in the amount of stated capital, and the amount of
stated capital as changed by such amendment, are as follows: (If
no change, so state) No change.
Dated: January 25, 1984 Providence and Worcester Railroad Company
BY: Orville R. Harrold
Its: President AND:
Joseph R. DiStefano
Its: Secretary
STATE OF RHODE ISLAND
: SC.COUNTY OF PROVIDENCE
At Woonsocket in said county on this 25th day of January, 1984,
personally appeared before me Orville R. Harrold, who, being by me
first duly sworn, declared that he is the President of Providence
and Worcester Railroad Company that he signed the foregoing
document as President of the corporation, and that the statements
therein contained are true.
Edwin G. Torrance
Notary Public
(NOTARIAL SEAL)
<PAGE>
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT TO THE CHARTER
OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Pursuant to the provisions of Section 7-1.1-56 of the General
Laws, 1956, as amended, the undersigned corporation adopts the
following Articles of Amendment to its Charter:
FIRST: The name of the corporation is Providence and Worcester Railroad
Company
SECOND: The shareholders of the corporation on October 27, 1987, in the
manner prescribed by Chapter 71.1 of the General Laws, 1956, as amended,
adopted the following amendment(s) to the Charter:
[INSERT AMENDMENT]
CHARTER OF PROVIDENCE AND WORCESTER RAILROAD COMPANY
The act entitled "An Act to Incorporate the Eastern Securities Corporation,
" passed at the January Session, A.D. 1969, of the Rhode Island General
Assembly, as heretofore amended, is hereby amended to read, in its entirety,
as follows:
Section 1. The name of the corporation is Providence and Worcester
Railroad Company.
Section 2. The period of its duration is perpetual.
Section 3. Said corporation is formed for the purpose and
shall have the power to conduct a general railroad business in the
State of Rhode Island and in all states of the United States; to
survey, build, own, lease, acquire, mortgage, operate, and
maintain and sell or otherwise dispose of a line or lines of
railroad for the purpose of carrying and transporting freight,
passengers, baggage, mail and express, and to do a general
railroad business for hire and for toll; to purchase, construct,
own, maintain and operate wharves, bridges and trestles, and to
lay rails and operate railroads thereon; to purchase, construct,
own, maintain and operate in connection therewith ferries,
vessels, ships, steamers, barges, docks, slips and landings, and
discharging places for freight and passenger traffic; to purchase,
sell, lease, mortgage, hold and operate all classes of real
estate; and to purchase, sell, mortgage, hold, control, and
operate easements, franchises, roads and rights-of-way; to
construct power plants; to construct and operate common carrier
pipelines for hire and for toll in the state of Rhode Island and
in all states of the United States; to buy, own, build, maintain,
lease and sell, mortgage or otherwise dispose of plants for the
manufacture and repair of engines, motors, cars, trucks and
rolling stock of all kinds and machinery and mechanical devices of
every kind and nature for the furtherance of the purposes herein
stated; to do, either as principal or agent and either alone or
through subsidiaries or in connection with other persons, firms,
associations or corporations, all and everything necessary ,
suitable, convenient or proper for, or in connection with, or
incident to, the accomplishment of any one or more of the purposes
herein enumerated or designed directly or indirectly to promote
the interests of the corporation or to enhance the value of its
properties; and in general to engage in any lawful act or activity
<PAGE>
for which corporations may now or hereafter be organized under the
general laws of Rhode Island. In addition to the foregoing, the
corporation shall have all powers granted to business corporations
pursuant to Section 71.1-4 of the General Laws, 1956, as amended
Section 4. The aggregate number of shares which the
corporation has authority to issue is 3,104,904 of which 2,069,936
shares thereof, pursuant to the authority granted to the
corporation by the last sentence of Section 1 of that certain act
passed at the January, 1983, Session of the Rhode Island General
Assembly and entitled "An Act Relating To The Eastern Securities
Corporation", shall be designated as Common Stock, shall have a
par value of $.50 each, and shall have the powers and rights, and
the qualifications, limitations and restrictions thereof, as set
forth below, and 1,034,968 shares thereof shall be designated as
Preferred Stock, shall have a par value of $.50 each, and shall
have the powers, preferences and rights, and the qualifications,
limitations and restrictions thereof, as set forth below:
(a) Voting Rights
(i) The holders of the Common Stock shall be entitled to one
vote for each share thereof held by them in the election of one-
third (1/3) of the board of directors of the corporation proposed
to be elected at any meeting of shareholders held for that purpose
(or the nearest larger whole number, if such fraction is not a whole
number), voting separately as a class, and the holders of the Preferred
Stock shall be entitled to one vote for each share held by them in the
election of the balance of the board of directors proposed to be elected
at any such meeting, voting separately as a class. The holders of the
Common Stock and the holders of the Preferred Stock shall be entitled to
one vote per share, voting as separate classes and not together, upon all
other matters presented to the shareholders for their approval.
(ii) A director may be removed, with or without cause, only by a vote of
the holders of a majority of the then outstanding shares of the class of
capital stock of the corporation which elected such director. If, during
the interval between annual meetings of shareholders for the election of
directors, the number of directors who have been elected by the holders of
a class of capital stock of the corporation shall, by reason of resignation,
death or removal, be reduced, the vacancy or vacancies resulting therefrom
may be filled by a majority vote of the remaining directors then in office
and elected by the holders of such class of stock. Any director elected to
fill any such vacancy as herein provided shall hold office only until the
next succeeding meeting of the shareholders called for the election of
directors, and any director so elected to fill any vacancy may be removed
from office, with or without cause, only by vote of the holders of a
majority of the shares of the class of capital stock of the
corporation which elected such director's predecessor in office.
(iii) Pursuant to Section 7-1.1-30.3(2) of the General Laws,
1956, as amended, and except for actions pursuant to Sections 7-
1.1-67, 7-1.1-70.1 or 7-1.1-72 of the General Laws, 1956, as
amended, whenever the vote of the shareholders at a meeting
thereof is required or permitted to be taken for an in connection
with any corporate action, such action may be taken without a
meeting by the written consent of the shareholders entitled to
vote thereon if the shareholders who so consent would be entitled
to cast at least the minimum number of votes which would be
required to take such action at a meeting at which all
shareholders entitled to vote thereon are present. Prompt notice
<PAGE>
of such action shall be given to all shareholders who would have
been entitled to vote upon the action if such meeting were held.
(iv) The shareholders shall have the sole power and authority
to amend or repeal the corporation's bylaws, and the board of
directors shall have no power or authority with respect thereto.
(b) Dividend Rights
The holders of the shares of Preferred Stock shall
be entitled to receive cash dividends at the rate of $.05 per
share per annum, and no more, out of funds at the time legally
available for payment of dividends, but only when and as declared
by the board of directors. Dividends of the Preferred Stock shall
not cumulate from year to year, but shall in any calendar year be
paid in the amount specified above prior to the payment of any
dividend on Common Stock in such calendar year. Thereafter, the
holders of the shares of Common Stock shall be entitled to receive
in such calendar year dividends, out of funds at the time legally
available for payment of dividends, when and as declared by the board
of directors; provided, however, that in the case of dividends or other
distributions payable in stock of the corporation, including distributions
pursuant to stock split-ups or divisions of stock of the corporation, only
shares of Common Stock shall be distributed with respect to Common Stock.
The board of directors may, in its discretion, but subject to the
foregoing provisions, declare and pay dividends in respect of
shares of Preferred Stock without the concurrent or subsequent
declaration or payment of an equal dividend, or any dividend, in
respect of the shares of Common stock.
(c) Liquidation Rights
In the event of the liquidation, dissolution or
winding up of the corporation, whether voluntary or involuntary,
the holders of the Preferred Stock and the holders of the Common
Stock shall be entitled to share, ratably, share for share, in all
assets of the corporation remaining after the satisfaction or the
provision for the satisfaction of all liabilities of the
corporation, provided, that the right of the shares of Common
Stock to share in such assets of the corporation shall be subject
to appropriate and equitable adjustment by the board of directors,
in its discretion, in the event of any reclassification or change
in the number of, or any division, combination, stock split, stock
dividend payable or similar event with respect to the, Common
Stock. A reorganization, consolidation or merger of the
corporation (in whatever manner effected, including the sale or
transfer of its assets) shall not be regarded as a voluntary
reorganization, dissolution or winding up of the corporation.
(d) Conversion Rights
(i) Each share of Preferred Stock may at any
time be converted, at the option of the holder thereof, into one
fully paid and nonassessable share of Common Stock. The number of
shares of Common Stock into which each share of Preferred Stock
may be converted shall be subject to appropriate and equitable
adjustment by the board of directors, in its discretion, in the
event of any reclassification or change in the number of, or any
division, combination, stock split, stock dividend payable or
similar event with respect to, the Common Stock. Such right may be
exercised by the surrender of the certificate representing such
share of Preferred Stock to be so converted at the office of the
transfer agent for the Common Stock of the corporation (the
"Transfer Agent") during normal business hours, accompanied by a
ten notice of the election by the holder thereof to convert,
together with funds in the amount of any applicable transfer tax
which is payable as hereinafter provided in subsection (iv), and
(if so required by the corporation or the Transfer Agent) an
<PAGE>
instrument of transfer in form satisfactory to the corporation and
to the Transfer Agent, duly executed by such holder or his or her
duly authorized attorney.
(ii) As promptly as practicable after the
surrender for conversion of a certificate representing a share
or shares of Preferred Stock in the manner provided in the foregoing
subsection, and the payment in cash of any amount required by the
provisions of such subsection, the corporation will deliver or cause
to be delivered at the office of the Transfer Agent, to or upon the
written order of the registered holder of the certificate so surrendered,
certificate(s) representing the number of fully paid and nonassessable
shares of Common Stock issuable upon such conversion, registered in such
name(s) as such holder may direct. Such conversion shall be deemed
to have been made immediately prior to the close of business on
the date of the surrender of the certificate representing shares
of Preferred Stock, and all rights of the holder of such shares of
Preferred Stock as such holder shall terminate at such time, and
the person(s) in whose name(s) the certificate(s) representing the
shares of Common Stock are to be issued pursuant to such
conversion shall be treated for all purposes as having
become at such time the record holder(s) of such shares of Common
Stock; provided, however, that if a share of Preferred Stock shall
be converted subsequent to the record date for the payment of a
dividend or other distribution on shares of Preferred Stock but
prior to such payment or distribution, the registered holder of
such share, at the close of business on such record date, shall be
entitled to receive the dividend or other distribution payable on
such share in the manner and to the extent that such holder would
have been entitled to receive such dividend or other distribution
in the absence of such conversion, and that any such surrender on
any date when the stock transfer books of the corporation shall be
closed shall constitute the person(s) in whose name(s) the
certificate(s) representing shares of Common Stock are to be
issued as the record holder(s) thereof for all purposes
immediately prior to the close of business on the next succeeding
day on which such transfer books are open.
(iii) The corporation covenants that it will at all
times reserve and keep available, solely for the purpose of issue
upon conversion of the outstanding shares of Preferred Stock, such
number of shares of Common Stock as shall be issuable upon the
conversion of all such outstanding shares of Preferred Stock,
provided, that nothing contained herein shall be construed to
preclude the corporation from satisfying its obligations in
respect of the conversion of the outstanding shares of Preferred
Stock by delivery of shares of Common Stock which may at the time
be held in the treasury of the corporation. The corporation
covenants that if any shares of Common Stock required to be
reserved for purposes of conversion hereunder require registration
with or approval of any governmental authority under any federal
or state law before such shares of Common Stock may be issued upon
conversion, the corporation will use its best efforts to cause
such shares to be duly registered or approved, as the case may be.
The corporation will also use its best efforts to list the shares
of Common Stock required to be delivered upon conversion of
Preferred Stock prior to such delivery upon each national securities
exchange on which the outstanding Common Stock is listed at the time
of such delivery. The corporation covenants that all shares of Common
Stock which shall be issued upon conversion of shares of Preferred Stock
will, upon issue, be fully paid and nonassessable and not subject to any
preemptive rights.
(iv) The issuance of certificates for shares of Common Stock
upon conversion of shares of Preferred stock as hereinabove
provided shall be made without charge for any stamps or any
similar tax with respect to such issuance; provided, that if any
<PAGE>
such certificate is to be issued in a name other than that of the
holder(s) of the share(s) of Preferred Stock converted, the
person(s) requesting the issuance thereof shall pay to the
corporation the amount of any tax which may be payable in respect
of any transfer involved in such issuance, or shall establish to
the satisfaction of the corporation that such tax has been paid.
(v) Shares of Preferred Stock converted as provided in the foregoing
provisions shall be canceled and shall not be reissued.
(e) Redemption by Corporation
(i) The corporation may, at any time prior to
December 31, 1990, redeem all or any part of the shares of any
class of capital stock at the time outstanding at a price equal to
the par value of the shares so redeemed, together in each case
with the amount of any declared and unpaid dividends to the
redemption date.
(ii) Notice of every such redemption shall be
mailed, postage prepaid, to the holders of record of the capital
stock to be redeemed at their respective addresses then appearing
on the books of the corporation, not less than thirty (30) days
nor more than sixty (60) days prior to the date fixed for such
redemption. At any time before or after notice has been given as
above provided, the corporation may deposit the aggregate
redemption price of the shares of capital stock to be redeemed
with any bank or trust company named in such notice and having
capital and surplus of more than Five Million Dollars
($5,000,000), with directions that the same be paid to the
respective holders of the shares of capital stock so to be
redeemed, on surrender of the stock certificate or certificates
therefor held by such holders, and after such notice shall have
been given and such deposit shall have been made, such holders
shall have no interest in or claim against the corporation or
other rights with respect to such shares except the right to
receive the redemption price therefor from such bank or trust
company without interest, provided, that if shares of Preferred
Stock shall be noticed for redemption as provided herein, the
holders of any such shares may, within the period of sixty (60)
days next following the giving of such notice in the manner
provided herein, exercise their rights to convert such shares into
shares of Common Stock in the manner provided in subsection (d),
above, whereupon the notice of redemption provided for herein
shall be deemed inapplicable to the shares of Preferred Stock
which are the subject of any exercises. The corporation may at
any time withdraw from such bank or trust company with whom the
aggregate redemption price may have been deposited as provided herein
an amount equal to the aggregate redemption price for all shares of
Preferred Stock which shall, subsequent to the notice of redemption
provided for herein, have been converted into Common Stock as provided herein.
(iii) In case less than all of the outstanding
shares of capital stock of any class are to be redeemed, the
corporation shall select the shares of such class so to be
redeemed in such manner as the corporation's board of directors
may in its sole discretion deem fair and equitable, which may
include provisions for pro rata selection or selections by lot,
provided, that at the option of the board of directors shares held
by the holders in each case of less than one hundred (100) shares
of the class of capital stock to be redeemed may be redeemed in
whole, upon selection by lot in such manner as shall be prescribed
by the board of directors, prior to the selection of additional
shares to be redeemed.
(iv) If the holders of shares of capital stock
which shall have been noticed for redemption as provided herein
shall not, within ten (10) years after the deposit provided for
above, claim the amount deposited for the redemption of such
<PAGE>
shares, the bank or trust company holding such deposit shall,
upon demand, pay over to the corporation such unclaimed
amounts, together with any interest accrued thereon, and
thereupon such bank or trust company and the corporation shall be
relieved of all further responsibility in respect thereof and to
such holders.
(v) Any shares of Preferred Stock which are
redeemed by the corporation pursuant to the provisions of this
subsection (e) or are otherwise acquired by the corporation shall
be canceled and shall not be reissued. Any shares of Common Stock
which are redeemed by the corporation pursuant to the provisions
of this subsection (e) shall assume the status of authorized and
unissued shares of Common stock.
Section 5. Except as elsewhere in this charter
specifically provided, shareholders shall have no preemptive right
to acquire unissued or treasury shares of any class or securities
convertible into shares or carrying a right to subscribe to or
acquire shares.
Section 6. (a) A director of the corporation shall
not be personally liable to the corporation or its stockholders
for monetary damages for breach of the director's duty as a
director, except for (i) liability for any breach of the
director's duty of loyalty to the corporation or its stockholders,
(ii) liability for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(iii) liability imposed pursuant to the provisions of Section 43
of the Rhode Island Business Corporation Act, as amended, (iv)
liability under Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or (v) liability for any
transaction from which the director derived an improper personal
benefit (unless said transaction is permitted by Section 37.1 of
the Rhode Island Business Corporation Act, as amended). If the
Rhode Island Business Corporation Act is amended to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent
permitted by the Rhode Island Business Corporation Act, as so
amended. Any repeal or modification of the provisions of this
Section 6 by the corporation shall not adversely affect any right
or protection of a director of the corporation existing at the
time of such repeal or modification.
(b) The board of directors of the corporation
may authorize agreements to be entered into with each director for
the purpose of indemnifying such director in the manner and to the
extent permitted by Section 4.1 of the Rhode Island Business
Corporation Act, as amended.
(c) In addition to the authority conferred upon
the board of directors of the corporation by subsection (b),
above, the board of directors of the corporation may authorize
agreements to be entered into with each director for the purpose
of indemnifying such director in the manner and to the extent
provided herein:
(i) The agreements authorized hereby may provide that the
corporation shall, subject to the provisions of this section, pay,
on behalf of a director with whom the same is entered into, any
Loss or Expenses arising from any claim or claims which are made
against the director (whether individually or jointly with other
directors) by reason of any Covered Act of or by the director in
his or her capacity as a director of the corporation.
(ii) For the purpose of this section, when used herein
(1) "Loss" means any amount which a director is
legally obligated to pay for any claim for Covered Acts and shall
<PAGE>
include, without being limited to, damages, settlements, fines,
penalties or, with respect to employee benefit plans, excise
taxes, and expenses incurred in connection with the defense
against any such claim including, without being limited to, legal,
accounting or investigative fees and expenses; and
(2) "Expenses" means any expenses incurred in
connection with the defense against any claim for Covered Acts,
including, without being limited to, legal, accounting or
investigative fees and expenses; and
(3) "Covered Act" means any breach of duty,
neglect, error, misstatement, misleading statement, omission or
other act wrongfully done or attempted by a director so alleged by
any claimant against the director solely by reason of his or her
being a director of the corporation.
(iii) The agreements may cover Loss or Expenses arising
from any claims against the estate, heirs or legal representatives
of a deceased director who was a director at the time the Covered
Act upon which such claims are based was committed, and the legal
representatives of a director or officer in the event of the
director's incompetence, insolvency or bankruptcy.
(iv) Any agreement authorized hereby may
provide for the advancement of Expenses to a director prior to the
final disposition of any action, suit or proceeding, or any appeal
therefrom, involving such director and based on the alleged commission
by such director of a Covered Act, subject to an undertaking by or on
behalf of such director to repay same to the corporation if the Covered Act
involves a claim for which indemnification is not permitted under
clause (v), below, and the final disposition of such action, suit,
proceeding or appeal results in an adjudication adverse to such
director.
(v) The agreements authorized hereby may not
indemnify a director from and against any Loss, and the
corporation shall not reimburse for any Expenses, in connection
with any claim or claims made against a director: (A) for any
breach of the director's duty of loyalty to the corporation or its
stockholders; (B) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law; (C)
for profits under Section 16(b) of the Exchange Act; or (D) for
improper personal benefit (unless the transaction is permitted by
Section 37.1 of the Rhode Island Business Corporation Act, as amended).
(vi) The agreements authorized hereby may
contain such other terms and conditions, consistent with the
provisions of this section, as the board of directors determines
to be necessary or desirable.
Section 7. The provisions of the General Laws of
the State of Rhode Island (including any general act or acts
providing for the organization and government of corporations, and
specifically chapter 1.1 of title 7 of the General Laws entitled
"Rhode Island Business Corporation Act"), as they presently exist
or as they may hereafter be enacted or amended from time to time,
shall be applicable to this corporation, provided, however, that in
the event of inconsistency between the provisions of the act entitled
"An Act to Incorporate the Eastern Securities Corporation," passed at
the January Session, A.D. 1969, of the Rhode Island General Assembly,
as amended (the "Act"), and the provisions of any other acts or parts
of acts, public or private, the provisions of the Act shall prevail.
<PAGE>
THIRD: The number of shares of the corporation outstanding at
the time of such adoption was 700,000; and the number of shares
entitled to vote thereon was 700,000
FOURTH: The designation and number of outstanding share of
each class entitled to vote thereon as a class were as follows:
(if inapplicable, insert "none")
CLASS NUMBER OF SHARES
Common Stock, $1.00 par value 700,000
FIFTH: The number of shares voted for such amendment was
700,000; and the number of shares against such amendment was 0.
SIXTH: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was: (if inapplicable, insert "none")
NUMBER OF SHARES VOTED
CLASS FOR AGAINST
Common Stock, $1.00 par value 700,000 0
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows: (If no change, so state)
No change.
EIGHTH: The manner in which such amendment effects
a change in the amount of stated capital, and the amount of stated
capital as changed by such amendment, are as follows:
(If no change, so state)
No change.
Dated: October 27, 1987 Providence and Worcester Railroad Company
BY: Orville R. Harrold
Its: President AND:
Joseph R. DiStefano
Its: Secretary
STATE OF RHODE ISLAND
: SC. COUNTY OF PROVIDENCE :
At Providence in said county on this 27th day of October, 1987,
personally appeared before me Orville R. Harrold, who, being by me
first duly sworn, declared that he is the President of Providence
and Worcester Railroad Company that he signed the foregoing document as
President of the corporation, and that the statements therein contained
are true.
Edwin G. Torrance Notary Public
(NOTARIAL SEAL)
<PAGE>
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT TO THE CHARTER OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation
adopts the following Articles of Amendment to its Charter:
FIRST: The name of the corporation is Providence and Worcester Railroad Company
SECOND: The shareholders of the corporation on October 28, 1987, in the
manner prescribed by Chapter 71.1 of the General Laws, 1956, as amended,
approved the merger of the corporation with P&W Acquisitions, Inc., a
Rhode Island corporation. Articles of Merger were filed with the Secretary
of State on December 30, 1987, to be effective at 12:02 AM on January 1, 1988.
Pursuant to Paragraph 13(c) of Part III of the Master
Agreement which was filed with the Articles of Merger, the first
paragraph of Section 4 of the Corporation's charter was deemed to
be amended as of the effective time of the merger so that the same
shall, as amended, read as follows:
"Section 4. The aggregate number of shares which
the corporation has authority to issue is 3,079,625 of which
2,069,936 shares thereof, pursuant to the authority granted to the
corporation by the last sentence of Section 1 of that certain act
passed at the January, 1983, Session of the Rhode Island General
Assembly and entitled "An Act Relating To The Eastern Securities
Corporation", shall be designated as Common Stock, shall have a
par value of $.50 each, and shall have the powers and rights, and
the qualifications, limitations and restrictions thereof, as set
forth below, and 1,009,689 shares thereof shall be designated as
Preferred Stock, shall have a par value of $.50 each, and shall
have the powers, preferences and rights, and the qualifications,
limitations and restrictions thereof, as set forth below:"
THIRD: The number of shares of the corporation outstanding at the
time of such adoption was 2,069,936; and the number of shares
entitled to vote thereon was 2,069,936
FOURTH: The designation and number of outstanding share of
each class entitled to vote thereon as a class were as follows:
(if in applicable, insert "none")
CLASS NUMBER OF SHARES
Common Stock, $.50 par value 1,034,968
Preferred Stock, $.50 par value 1,034,968
FIFTH: The number of shares voted for such amendment was
2,069,936; and the number of shares against such amendment was 0.
SIXTH: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was: (if inapplicable, insert "none")
NUMBER OF SHARES VOTED
<PAGE>
CLASS
FOR AGAINST
Common Stock, $.50 par value 1,034,968 0
Preferred Stock, $.50 par value 1,034,968 0
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows: (If no change, so state)
Set forth in Paragraph 13 of Part III of the Master Agreement
referred to in Article SECOND, above.
EIGHTH: The manner in which such amendment
effects a change in the amount of stated capital, and the amount of
stated capital as changed by such
amendment, are as follows: (If no change, so state) The amendment
changed the stated capital of the corporation to $1,009,689, such
amount representing the aggregate par value of all of the issued
and outstanding capital stock of the corporation.
Dated: January 13, 1988
Providence and Worcester Railroad Company
BY: Orville R. Harrold
Its President
AND: Heidi J. Eddins
Its Secretary
COMMONWEALTH OF MASSACHUSETTS :
: SC.COUNTY OF WORCESTER
At Worcester in said county on this 13th day of January, 1988,
personally appeared before me Orville R. Harrold, who, being by me
first duly sworn, declared that he is the President of Providence
and Worcester Railroad Company that he signed the foregoing
document as President of the corporation, and that the statements
therein contained are true.
Joyce S. Bentley
Notary Public
My commission expires 4/24/92
(NOTARIAL SEAL)
<PAGE>
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT TO THE CHARTER OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts
the following Articles of Amendment to its Charter:
FIRST: The name of the corporation is Providence and Worcester Railroad Company
SECOND: The shareholders of the corporation on July 27, 1988,
in the manner prescribed by Chapter 71.1 of the General Laws, 1956,
as amended, adopted the following amendment(s) to the Charter:
[Insert Amendment(s)]
(i) by increasing the aggregate number of shares
which the Company has authority to issue to 3,208,404, of which
2,173,436 shares shall be Common Stock and 1,034,968 shares shall
be Preferred Stock, such Common Stock and Preferred stock to have the
par values and the respective powers, preferences and rights and
the respective qualifications, limitations and restrictions thereof,
as otherwise set forth in said Section 4, as amended; and
(ii) by deleting in its entirety subsection (e) thereof.
THIRD: The number of shares of the corporation outstanding at the
time of such adoption was 2,019,378; and the number of shares
entitled to vote thereon was 2,019,378
FOURTH: The designation and number of outstanding shares of
each class entitled to vote thereon as a class were as follows:
(if inapplicable, insert "none")
CLASS NUMBER OF SHARES
Common Stock, $.50 par value 1,009,689
Preferred Stock, $.50 par value 1,009,689
FIFTH: The number of shares voted for such amendment was
1,046,492; and the number of shares against such amendment was 0.
SIXTH: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was: (if inapplicable, insert "none")
NUMBER OF SHARES VOTED
CLASS FOR AGAINST
Common Stock, $.50 par value 523,246 0
Preferred Stock, $.50 par value 523,426 0
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as follows:
(If no change, so state)
No change.
<PAGE>
EIGHTH: The manner in which such amendment effects
a change in the amount of stated capital, and the amount of
stated capital as changed by such amendment, are as follows:
(If no change, so state)
No change.
Dated: July 27, 1988 Providence and Worcester Railroad Company
BY: Orville R. Harrold
Its President
AND: Heidi J. Eddins
Its Secretary
COMMONWEALTH OF MASSACHUSETTS :
: SC.COUNTY OF WORCESTER
At Boston in said county on this 27th day of July, 1988,
personally appeared before me Orville R. Harrold, who, being by me
first duly sworn, declared that he is the President of Providence
and Worcester Railroad Company that he signed the foregoing
document as President of the corporation, and that the statements
therein contained are true.
Susan M. L. Young
Notary Public
My commission expires 3/4/1994
(NOTARIAL SEAL)
<PAGE>
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT TO THE CHARTER OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation
adopts the following Articles of Amendment to its Charter:
FIRST: The name of the corporation is Providence and Worcester Railroad Company
SECOND: The shareholders of the corporation on April 28, 1993,
in the manner prescribed by Chapter 71.1 of the General Laws,
1956, as amended, adopted the following amendment(s) to the
Charter:
[Insert Amendment(s)]
Section 4 of the Charter of the Company be amended by adding a new
paragraph at the end thereof, reading as follows:
"The Board of Directors may, at any time and from time to time,
authorize the execution by the chairman or the president and the
secretary or any assistant secretary of the Company and the filing
with the Rhode Island Secretary of State of articles of amendment
of the charter of the Company evidencing an increase in the
authorized shares of Common Stock of the Company over and above
the number of such shares authorized as provided above, provided,
that no such articles of amendment shall provide for authorized
shares of Common Stock in excess of a total of 30,000,000 shares.
Until such articles of amendments are executed and filed as herein
provided, the number of shares of Common Stock of the Company
authorized by the Charter shall be deemed to be limited to the
number specified in the latest amendment relating thereto filed
with the Rhode Island Secretary of State."
THIRD: The number of shares of the corporation outstanding at the
time of such adoption was 2,024,217; and the number of shares
entitled to vote thereon was 2,024,217.
FOURTH: The designation and number of outstanding share of
each class entitled to vote thereon as a class were as follows:
(if in applicable, insert "none")
CLASS NUMBER OF SHARES
Common 1,378,019
Preferred 646,198
FIFTH: The number of shares voted for such amendment was
1,585,464; and the number of shares against such amendment was 90,272.
SIXTH: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was: (if inapplicable, insert "none")
NUMBER OF SHARES VOTED
CLASS FOR AGAINST
Common 1,054,416 86,863
<PAGE>
Preferred 531,048 3,409
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows: (If no change, so state)
No change.
EIGHTH: The manner in which such amendment effects a change
in the amount of stated capital, and the amount of stated
capital as changed by such amendment, are as follows:
(If no change, so state) No change.
Dated: May 19, 1993 Providence and Worcester Railroad Company
BY: Orville R. Harrold
Its: President AND:
Heidi J. Eddins
Its: Secretary
STATE OF MASSACHUSETTS
: SC. COUNTY OF WORCESTER
At Worcester, MA in said county on this 19th day
of May, 1993, personally appeared before me Orville R. Harrold,
who, being by me first duly sworn, declared that he is the
President of Providence and Worcester Railroad Company that he
signed the foregoing document as President of the corporation, and
that the statements therein contained are true.
Joyce S. Brown
Notary Public
My commission expires 4/1/1999
(NOTARIAL SEAL)
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF PROVIDENCE AND WORCESTER RAILROAD COMPANY
I, Jane Berthiaume, Acting Deputy Secretary of State, hereby
certify that duplicate originals of Articles of Amendment to the Articles of
Incorporation of Providence and Worcester Railroad Company duly signed and
verified pursuant to the provisions of Chapter 7-1.1 of the General Laws,
1956, as amended, have been received in this office and are found
to conform to law and that the foregoing if a duplicate original
of the Articles of Amendment.
Witness my hand and the seal of the State of Rhode Island
this 21st day of May 1993.
Jane Berthiaume
Acting Deputy
Secretary of State
<PAGE>
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT TO THE CHARTER OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation
adopts the following Articles of Amendment to its Charter:
FIRST: The name of the corporation is Providence and Worcester Railroad Company
SECOND: The shareholders of the corporation on April 28, 1993,
in the manner prescribed by Chapter 71.1 of the General Laws,
1956, as amended, adopted the following amendment(s) to the Charter:
[Insert Amendment(s)]
Section 4 of the charter of the Company be amended by adding a new
paragraph at the end thereof, reading as follows:
"The Board of Directors may, at any time and from time to time,
authorize the execution by the chairman or the president and the
secretary or any assistant secretary of the Company and the filing
with the Rhode Island Secretary of State of articles of amendment
of the charter of the Company evidencing an increase in the
authorized shares of Common Stock of the Company over and above
the number of such shares authorized as provided above, provided,
that no such articles of amendment shall provide for authorized
shares of Common Stock in excess of a total of 30,000,000 shares.
Until such articles of amendments are executed and filed as herein
provided, the number of shares of Common stock of the Company
authorized by the charter shall be deemed to be limited to the number
specified in the latest amendment relating thereto filed with the
Rhode Island Secretary of State."
On April 28, 1993, the Board of Directors of the Company,
pursuant to the authority granted to such Board under said
Section 4 of the charter of the Company, as amended as provided
above, authorized the execution and filing of a further amendment
of Section 4 of the Company's charter, increasing the number of
shares of Common Stock which the Company has authority to issue to by
100,000 shares, to 2,273,436 shares.
THIRD: The number of shares of the corporation outstanding at the
time of such adoption was 2,024,217; and the number of shares
entitled to vote thereon was 2,024,217
FOURTH: The designation and number of outstanding shares of
each class entitled to vote thereon as a class were as follows:
(if in applicable, insert "none")
CLASS NUMBER OF SHARES
Common 1,378,019
Preferred 646,198
FIFTH: The number of shares voted for such amendment was
1,585,464; and the number of shares against such amendment was 90,272.
<PAGE>
SIXTH: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was: (if inapplicable, insert "none")
NUMBER OF SHARES VOTED
CLASS FOR AGAINST
Common 1,054,416 86,863
Preferred 531,048 3,409
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows: (If no change, so state)
No Change.
EIGHTH: The manner in which such amendment effects
a change in the amount of stated capital, and the amount of stated
capital as changed by such amendment, are as follows:
(If no change, so state)
No change.
Dated: June 4, 1993 Providence and Worcester Railroad Company
BY: Orville R. Harrold
Its: President AND:
Heidi J. Eddins
Its: Secretary
COMMONWEALTH OF MASSACHUSETTS
: SC.COUNTY OF WORCESTER
At Worcester, MA in said county on this 4th day of
June, 1993, personally appeared before me Orville R. Harrold, who,
being by me first duly sworn, declared that he is the President of
Providence and Worcester Railroad Company that he signed the
foregoing document as President of the corporation, and that the
statements therein contained are true.
Joyce S. Brown
Notary Public
My commission expires 4/1/1999
(NOTARIAL SEAL)
<PAGE>
STATE OF RHODE ISLAND AND PROVIDENCEPLANTATIONS
ARTICLES OF AMENDMENT TO THE CHARTER OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation
adopts the following Articles of Amendment to its Articles of
Incorporation:
FIRST: The name of the corporation is Providence and Worcester Railroad Company
SECOND: The shareholders of the corporation on June 25, 1994,
in the manner prescribed by Chapter 71.1 of the General Laws,
1956, as amended, adopted the following amendment(s) to the Charter:
See amendments to Section 4 of the Articles of Incorporation
attached hereto as Exhibit A, such amendments shall be effective
on July 6, 1994.
THIRD: The number of shares of the corporation outstanding at the
time of such adoption was 2,074,729; and the number of shares
entitled to vote thereon was 2,074,729
FOURTH: The designation and number of outstanding share of
each class entitled to vote thereon as a class were as follows:
(if in applicable, insert "none")
CLASS NUMBER OF SHARES
Common Stock, $.50 par value 1,809,640
Preferred Stock, $.50 par value 265,089
FIFTH: The number of shares voted for such amendment was
1,061,624; and the number of shares against such amendment was 0.
SIXTH: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was: (if inapplicable, insert "none")
NUMBER OF SHARES VOTED
CLASS
FOR AGAINST
Common Stock, $.50 par value 928,924 0
Preferred Stock, $.50 par value 132,700 0
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows: (If no change, so state)
See amendment.
EIGHTH: The manner in which such amendment effects
a change in the amount of stated capital, and the amount of stated
capital as changed by such amendment, are as follows: (If no
change, so state) No change.
<PAGE>
Dated: June 25, 1994 Providence and Worcester Railroad Company
BY: Orville R. Harrold
Its: President AND:
Heidi J. Eddins
Its: Secretary
COMMONWEALTH OF MASSACHUSETTS
: SC. COUNTY OF WORCESTER
At Worcester in said county on this 25th day of June, 1994,
personally appeared before me Orville R. Harrold, who, being by me
first duly sworn, declared that he is the President of Providence
and Worcester Railroad Company that he signed the foregoing
document as President of the corporation, and that the statements
therein contained are true.
Joyce S. Brown
Notary Public
My commission expires 4/1/1999
(NOTARIAL SEAL)
<PAGE>
EXHIBIT A
(A) The first sentence of Section 4 shall be amended to read as follows:
"Section 4. The aggregate number of shares which the
corporation has authority to issue is 2,280,253, of which
2,273,436 shares thereof pursuant to the authority granted to the
corporation by the last sentence of Section 1 of that certain act
passed at the January, 1983, Session of the Rhode Island General
Assembly and entitled 'An Act Relating To The Eastern Securities
Corporation', shall be designated as Common Stock, shall have a
par value of $.50 each, and shall have the powers and rights, and
the qualifications, limitations and restrictions thereof, as set
forth below, and 6,817 shares thereof shall be designated as
Preferred Stock, shall have a par value of $50.00 each, and shall
have the powers, preferences and rights and the qualifications,
limitations and restrictions thereof, as set forth below:"
(B) The first sentence of Section 4(b) shall be amended to read as
follows:
"The holders of the shares of Preferred Stock shall
be entitled to receive cash dividends at the rate of $5.00 per
share per annum, and no more, out of funds at the time legally
available for payment of dividends, only when and as declared by
the board of directors."
(C) The first sentence of Section 4(c)
shall be amended to read as follows:
"In the event of the liquidation, dissolution or winding up of
the corporation, whether voluntary or involuntary, the holders of
the Preferred Stock and the holders of the Common Stock shall be
entitled to share in all assets of the Corporation remaining after
the satisfaction or the provision for the satisfaction of all
liabilities of the corporation, provided, that each share of
Preferred Stock shall be entitled to the receipt of $100 in value
of such assets for each $1.00 in value of such assets received by
a share of Common Stock, and provided, further, that the right of
the shares of Common Stock to share in such assets of the
corporation shall be subject to appropriate and equitable
adjustment by the board of directors, in its discretion, in the
event of any reclassification or change in the number of, or any
division, combination, stock split, stock dividend payable or
similar event with respect to, the Common Stock."
(D) The first Sentence of Section 4(d) (i) shall be amended to
read as follows:
"(i) Each share of Preferred Stock may at any time be converted,
at the option of the holder thereof, into one hundred fully paid
and nonassessable shares of Common Stock."
(E) There shall be added to Section 4 a new
subsection (e), reading as follows:
"(e) On the effective date of this subsection (e)
(the "Effective Date") each share of Preferred Stock, $.50 par
value, heretofore authorized and then outstanding (the "Old
Preferred Stock") shall, without further action, be deemed to have
been reclassified and changed into one share of the Common Stock
authorized under this Section 4, with all the powers and rights,
and the qualifications, limitations and restrictions thereof, as
may be set forth in the charter as amended from time to time,
provided, that at the election of any holder of record of more
than one hundred (100) shares of Old Preferred Stock on the
Effective Date filed with the Company within sixty (60) days
following the Effective Date, such holder will receive, as soon as
<PAGE>
practicable following such election and in lieu of shares of
Common Stock as hereinbefore provided, one one-hundredth (1/100)
of a share of the Preferred Stock authorized under this Section 4
(the "New Preferred Stock") for each share of Old Preferred stock
held; provided, further, that if any such election would otherwise
result in the issuance of a fractional share of New Preferred
Stock, no such fractional share shall be issued, and in lieu
thereof such holder will receive, with respect to the shares of
Old Preferred stock giving rise to such fractional share, one (1)
share of Common Stock for each share of Old Preferred Stock held,
or, at the election of the holder filed with the Company as
provided above, an amount in cash for such shares of Old Preferred
Stock at the rate of $7.75 per share.
In addition to the foregoing, if any holder of record of less than
one hundred (100) shares of Old Preferred Stock on the Effective
Date shall file an election with the Company within the period provided
above to receive cash for such shares in lieu of Common Stock, such
holder shall as soon as practicable following such election be paid an
amount in cash at the rate specified above for such shares, in lieu of
Common Stock. Any election filed with the Company as provided above
shall be effective only if it is in such form and is accompanied by such
certificates and other documentation, with such signatures and
guarantees, as the board of directors may approve. From and after
the Effective Date the holders of shares of Old Preferred Stock
shall have no voting, dividend, liquidation or other rights with
respect thereto, other than the right to receive shares of Common
Stock, New Preferred Stock or cash, all as provided above, upon
surrender of the Old Preferred Stock in such manner as the board
of directors may approve."
<PAGE>
State of Rhode Island and Providence Plantations
DUPLICATE ORIGINAL OF ARTICLES OF AMENDMENT TO THE CHARTER OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Pursuant to the provisions of Section 7-1.1-56 of the General
Laws, 1956, as amended, the undersigned corporation adopts the
following Articles of Amendment to its Charter:
First: The name of the corporation is Providence and Worcester Railroad Company.
Second: The Board of Directors of the Corporation on December
12, 1995, in the name prescribed by Section 4 of the Charter, as
amended, adopted the following amendment(s) to the Charter: VOTED:
That pursuant to the authority granted to the Board of
Directors under Section 4 of the Company's charter, as
amended, the Chairman or the President and the Secretary or any
Assistant Secretary of the Company be and they hereby are
authorized to execute in the name of and file with the Rhode Island
Secretary of State articles of amendment of said charter evidencing an
increase in the number of shares of common stock, $.50 par
value, of the Company which the Company has authority to issue by
750,000 shares to 3,023,436 shares.
Third: The number of shares of the corporation outstanding at the
time of such adoption was 2,055,473; and the number of shares
entitled to vote thereon was none.
Fourth: The designation and number of outstanding shares of
each class entitled to vote thereon as a class were as follows:
(if inapplicable, insert "none")
Class Number of Shares
None
Fifth: The number of shares voted for such amendment was n/a;
and the number of shares voted against such amendment was n/a.
Sixth: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was: (if inapplicable, insert "None")
Number of Shares Voted
Class For Against
None
Seventh: The manner, if not set forth in such
amendment, in which any exchange, reclassification, or
cancellation of issued shares provided for in the amendment shall
be effected, is as follows: (If no changes, so state)
No change
Eighth: The manner in which such amendment effects a change
in the amount stated capital, and the amount
of stated capital as changed by such amendment, are as follows:
(if no change, so state)
No change
<PAGE>
Dated: December 12, 1995 Providence and Worcester Railroad Company
BY: Orville R. Harrold
Its: President
AND: Heidi J. Eddins
Its: Secretary
STATE OF MASSACHUSETTS
: SC. COUNTY OF WORCESTER
At Worcester in said county on this 12th day of December, 1995,
personally appeared before me Orville R. Harrold who, being by me
first duly sworn, declared that they are the President,
respectively of Providence and Worcester Railroad Company that
they signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
Wendy Sundeen
Notary Public
(NOTARIAL SEAL)
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF PROVIDENCE AND WORCESTER RAILROAD COMPANY
I, Jane Berthiaume, Acting Deputy Secretary of State, hereby
certify that duplicate originals of Articles of Amendment to the Articles of
Incorporation of Providence and Worcester Railroad Company duly signed and
verified pursuant to the provisions of Chapter 7-1.1 of the General Laws,
1956, as amended, have been received in this office and are found to conform
to law and that the foregoing if a duplicate original of the Articles of
Amendment.
Witness my hand and the seal of the State
of Rhode Island this 14th day of December 1995.
Jane Berthiaume
Acting Deputy Secretary of State
Filed Dec 14, 1995
<PAGE>
EXHIBIT 4.2
MAY 1995
AMENDED DECEMBER 12, 1995
- - -
BY-LAWS
OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY
ARTICLE I
OFFICES
The corporation may have offices at such places either within
or without the State of Rhode Island as the Board of Directors
may from time to time determine or the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the stockholders for the
election of directors shall be held within or without the State
of Rhode Island at such place as may be fixed from time to time
by the Board of Directors; at least ten days' notice shall be
given to the stockholders of the place so fixed. Meetings of
stockholders for any other purpose may be held at such time and
place, within or without the State of Rhode Island, as shall be
stated in the notice of the meeting.
Section 2. Annual meetings of stockholders, commencing with
the year 1988, shall be held on the last Wednesday of April if
not a legal holiday, and if a legal holiday, then on the secular
day following, at which the stockholders shall elect a Board of
Directors and transact such other business as may properly be
brought before the meeting.
<PAGE>
Section 3. Written notice of the annual meeting shall be
given to each stockholder of record at least ten days before the
date of the meeting.
Section 4. Special meetings of the stockholders, for any
purpose or purposes, may be called by the President, or by the
Chairman if there be a Chairman, and shall be called by the
President or Secretary at the request in writing of a majority of
the Board of Directors. Such request shall state the purpose or
purposes of the proposed meeting.
Section 5. Written notice of any special meeting of
stockholders, stating the time, place and purpose thereof, shall
be given to each stockholder of record at least ten days before
the date fixed for the meeting.
Section 6. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 7. Stockholders representing a majority of each
class of the shares entitled to vote, present in person or
represented by proxy, shall constitute a quorum at all meetings
of the stockholders for the transaction of business. If,
however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders present in person
or represented by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or
<PAGE>
represented any business may be transacted at the meeting as
originally notified.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole Board of Directors shall be not less than six [amended
December 12, 1995] nor more than fifteen [amended December 12,
1995]. Within the foregoing limits, the number of directors to
constitute the whole Board shall be fixed by vote of the Board of
Directors at any regular or special meeting of the Board of
Directors, or by the stockholders at the annual meeting. If,
pursuant to the foregoing authority, the number of directors
constituting the whole Board shall be decreased, such decrease
shall not be effective with respect to the terms of directors
then holding office until the next annual meeting of
stockholders. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of
this Article, and each director elected shall hold office until
his successor is elected and qualified. No person who shall have
reached the age of seventy-five (75) years shall be eligible to
be elected or re-elected a director of the corporation. No
person who is not a shareholder of the corporation shall be
eligible to serve as a director of the corporation. Any director
who, during the period beginning with his or her first election
to office and ending on the December 31 next following such
election, or during any calendar year thereafter, attends less
<PAGE>
than seventy-five percent (75%) of either (i) the total number of
meetings of the Board of Directors held during such period, or
(ii) the total number of meetings held by all committees of the
Board of Directors on which he or she shall have served during
such period, shall be ineligible for re-election as a director
upon the expiration of his or her term as a director; provided,
that a majority of the remaining directors may waive such
requirement upon receipt of evidence satisfactory to them that
the failure of any director to satisfy the foregoing requirements
was due to medical reasons. [amended April 26, 1995]
Section 2. Vacancies in the Board of Directors may be filled
in the manner provided in the charter. A vacancy or vacancies
shall be deemed to exist at any time the number of directors then
in office is less than the whole Board as provided in Section 1,
above.
Section 3. The business of the corporation shall be managed
by its Board of Directors, which may exercise all powers of the
corporation and do all such lawful acts and things as are not by
statute or by the charter or by these by-laws directed or
required to be exercised or done by the stockholders.
Section 4. The Board of Directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Rhode Island.
Section 5. The Board of Directors shall hold a meeting
immediately after each annual meeting of stockholders, at which
meeting they shall elect a President, a Vice President, a
<PAGE>
Treasurer, a Secretary, and such other officers as they may deem
appropriate, provided, however, that they may adjourn said
meeting to such time as they see fit and elect said officers at
said adjourned meeting. They may also, at any annual meeting, or
at any adjournment thereof, transact any other business which may
be properly brought before them. Regular quarterly meetings of
the directors shall be held on the last Wednesdays in the months
of July, October, January and April. Special meetings of the
directors shall be held upon the call of the President, or by the
Chairman if there be a Chairman, as hereinafter provided. The
Secretary shall give each director notice, by mail, at least
twenty-four hours before any meeting, whether regular or special
(except the first meeting), of the time and place of such
meeting. But in the case of necessity, such notice may be given
at such time and in such manner as the President or the Chairman
may direct.
Section 6. At all meetings of the Board of Directors the
presence of both (i) a majority of the directors, and (ii) a
majority of the directors elected by the holders of the
corporation's Preferred Stock (including any director elected to
fill any vacancy resulting from the resignation, death or removal
of a director elected by such holders), shall constitute a quorum
for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the directors
<PAGE>
present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present.
Section 7. The Board of Directors may, by resolution passed
by a majority of the directors, designate one or more committees,
each committee to consist of three or more of the directors of
the corporation, which, to the extent provided in the resolution,
shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the corporation
and may authorize the seal of the corporation to be affixed to
all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.
Section 8. The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors
when required.
Section 9. Members of the Board of Directors or any
committee designated thereby may participate in any special
meeting of the Board or any meeting of such committee by means of
a conference telephone or similar communications equipment, by
means of which all persons participating in the meeting can hear
each other at the same time, and participation by such means
shall constitute presence at any such meeting. Directors may be
paid their expenses, if any, of attendance at each meeting of the
Board of Directors or any committee designated by the Board, and
directors who are not also full-time employees of the corporation
<PAGE>
may be paid a fixed sum for attendance at each meeting of the
Board at which a quorum is present, whether regular or special,
and at each meeting of any such committee attended in person and
at which a majority of the members are present, such fixed sum to
be determined in each case by the Board of Directors. [amended
April 26, 1995]
Section 10. A director may be removed, with or without
cause, only in the manner provided in the charter.
ARTICLE IV
OFFICERS
Section 1. The officers of the corporation shall include a
President, a Vice President, a Secretary and a Treasurer. The
offices of Treasurer and Secretary may be held by the same
person.
Section 2. The Board of Directors may appoint such other
officers and agents, including a Chairman, as it shall deem
necessary, who shall hold their offices for such terms as shall
be determined from time to time by the Board.
Section 3. The salaries of all officers of the corporation
shall be fixed by the Board of Directors.
Section 4. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any
office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
<PAGE>
Section 5. The Chairman, if any, shall be the chief
executive officer of the corporation; the President shall be the
chief operating officer of the corporation; and the Treasurer
shall be the chief financial officer of the corporation. If no
Chairman is elected, qualified and acting, the President shall
also be the chief executive officer of the corporation. The
other officers of the corporation shall have the powers and shall
perform the duties customarily appurtenant to their respective
offices, and shall have such further power and shall perform such
further duties as shall be from time to time assigned to them.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of, the
corporation, by the President and Treasurer or Secretary,
certifying the number and class of shares owned by him in the
corporation.
Section 2. Where a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk
acting on behalf of the corporation and a registrar, the
signature of any such President, Secretary or Treasurer may be
facsimile. In case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on, any
such certificate or certificates shall cease to be such officer
or officers of the corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
<PAGE>
have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile
signature has been used thereon, had not ceased to be such
officer or officers of the corporation.
Section 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation
alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the
same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnify
against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or
destroyed.
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
<PAGE>
thereto, cancel the old certificate and record the transaction
upon its books.
Section 5. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice
thereof.
ARTICLE VI
INDEMNIFICATION OF OFFICERS
The corporation shall indemnify, to the full extent permitted
by law from time to time, any person who is or was an officer of
the corporation and any person who, while an officer of the
corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan,
against all judgments, penalties, fines, settlements and
reasonable expenses actually incurred by such person in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person was, is or is threatened to
be made a named defendant or respondent by reason of the fact
that such person is serving or at any time was serving in one or
more of the capacities set forth above.
<PAGE>
ARTICLE VII
GENERAL PROVISIONS
Section 1. The President shall present at each annual
meeting a statement of the business and condition of the
corporation.
Section 2. All checks and notes of the corporation shall be
signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time
designate.
Section 3. The fiscal year of the corporation shall end on
the thirty-first day of December in each year.
Section 4. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and
the words "Incorporated 1969 Rhode Island". The seal may be used
by causing it or a facsimile thereof to be impressed, affixed or
reproduced or otherwise.
ARTICLE VIII
REPEAL AND AMENDMENT OF BY-LAWS
These By-laws may be amended or repealed at any annual or
special meeting of the stockholders, provided that they shall not
be amended or repealed at a special meeting unless notice that it
is proposed to amend or repeal them is given by the Secretary in
the notice of such meeting. The Board of Directors shall not
have authority to amend these By-Laws.
<PAGE>
Exhibit 5
April 30, 1996
Providence and Worcester Railroad Company
75 Hammond Street
Worcester, MA 01610
RE: Registration Statement on Form S-8
Members of the Board:
I have acted as counsel to the Providence and Worcester
Railroad Company, a Rhode Island corporation (the "Company"), in
connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission related to 52,257 shares of
the Company's common stock, $.50 par value per share (the "Common
Stock"), to be issued pursuant to the Providence and Worcester
Railroad Company Non-Qualified Stock Option Plan (the "Plan").
In connection with this opinion, I have examined the
Company's Articles of Incorporation as amended, the by-laws of
the Company, as amended, the Registration Statement, corporate
proceedings of the Company relating to the issuance of the Common
Stock, the Plan and such other instruments and documents as I
have deemed relevant under the circumstances.
In making the aforesaid examination, I have assumed the
genuineness of all signatures and the conformity to original
documents of all copies furnished to me as original or
photostatic copies. I have also assumed that the corporate
records furnished to me by the Company include all corporate
proceedings regarding the issuance of the Common Stock taken by
the Company to date.
Based upon and subject to the foregoing, I am of the opinion
that the Common Stock which may be issued by the Company under
the Plan has been duly authorized and when issued in accordance
with the terms of the Plan will be validly issued, fully paid and
non-assessable.
<PAGE>
Providence and Worcester Railroad Company
April 30, 1996
Page 2
I hereby consent to the use of this opinion as herein set
forth as an exhibit to the Registration Statement. This opinion
is rendered to you in connection with the Registration Statement,
and except as consented to in the preceding sentence, may not be
relied upon or furnished to any other person in any context. In
giving such consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
Lynne Barry Dolan
Lynne Barry Dolan
Attorney At Law
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Providence and Worcester Railroad Company on Form
S-8 of our reports dated March 8, 1996, appearing in and incorporated
by reference in the Annual Report on Form 10-K of Providence and
Worcester Railroad Company for the year ended December 31, 1995.
Deloitte & Touche LLP
Worcester, Massachusetts
April 30, 1996
