UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Providence & Worcester Railroad Company
(Name of Issuer)
Common Stock
----------------------------------------------------------------
(Title of Class of Securities)
743737 10 8
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securitie , and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
<PAGE>
CUSIP No. 13G Page 2 of 5 Pages
743737 10 8
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Massachusetts Capital Resource Company
04-263-1251
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER 200,000
NUMBER OF
SHARES ---------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH ---------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER 200,000
PERSON
WITH ---------------------------------------------------------
8. SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |_|
CERTAIN SHARES*
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5 Pages
<PAGE>
SCHEDULE 13G
Item 1(a) Name of Issuer:
Providence & Worcester Railroad Company
1(b) Address of Issuer's Principal Executive Offices:
75 Hammond Street
Worcester, MA 01610
Item 2(a) Name of Person Filing:
Massachusetts Capital Resource Company
2(b) Address of Principal Business Office or, if none, Residence:
420 Boylston Street
Boston, Massachusetts 02116
2(c) Citizenship:
Massachusetts
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
743737 10 8
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):
The reporting person is a group, in accordance with
Rule 13d-1(b)(ii)(H)
Item 4 Ownership:
4(a) Amount beneficially owned:
The reporting person holds warrants issued by Providence &
Worcester Railroad Company which are convertible into 200,000
shares of Common Stock. The reporting person is accordingly
deemed to be the beneficial owner of 200,000 shares.
4(b) Percent of Class:
8.4%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
200,000
Page 3 of 5 Pages
<PAGE>
(ii) shared power to vote or to direct the vote:
(iii) sole power to dispose or to direct the disposition of:
200,000
(iv) shared power to dispose or to direct the disposition of:
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: | |
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable
Item 8 Identification and Classification of Members of the Group:
This schedule has been filed pursuant to Rule 13d-1(b)(1)(ii)(H).
Exhibit A hereto sets forth the identity and Item 3
classification of each of each member of the group.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
MASSACHUSETTS CAPITAL RESOURCE COMPANY
By: /s/ Richard W. Anderson
------------------------------------
Name: Richard W. Anderson
Title: Senior Vice President
February 14, 1997
Page 4 of 5 Pages
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EXHIBIT A
Massachusetts Capital Resource Company is a limited partnership. Each of
its partners is an insurance company as defined in Section 3(a)(19) of the
Securities Exchange Act of 1934. Its general partners are:
John Hancock Mutual Life Insurance Company
New England Life Insurance Company
Massachusetts Mutual Life Insurance Company
Allmerica Financial Corporation
Its limited partners are:
The Paul Revere Life Insurance Company
Berkshire Life Insurance Company
Boston Mutual Life Insurance Company
Metropolitan Life Insurance Company
Page 5 of 5 Pages
