SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
Providence and Worcester Railroad Company
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
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3) Filing Party:
4) Date Filed:
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Providence and Worcester Railroad Company
75 Hammond Street
Worcester, Massachusetts 01610
(508) 755-4000
INFORMATION STATEMENT
INTRODUCTION
This Information Statement is being furnished to the holders of common
stock, par value $.50 per share (the "Common Stock") of Providence and Worcester
Railroad Company, a Rhode Island corporation (the "Company"), in connection with
the approval by written consent dated as of February 9, 1998, from the holders
of a majority of the outstanding shares of Common Stock and of preferred stock,
par value $50.00 per share of the Company (the "Preferred Stock") of an
amendment to the Company's Charter to change the authorized capital of the
Company by increasing the number of authorized shares of Common Stock to
15,000,000 and reducing the number of authorized shares of Preferred Stock to
653, and to delete the provision in the Company's Charter which gives the Board
of Directors the authority to increase the number of authorized shares of Common
Stock without additional shareholder action (the "Amendment"). This Information
Statement is being mailed on or about February 19, 1998, to holders of record of
Common Stock of the Company on February 6, 1998. There were approximately 705
holders of record of Company Common Stock on such date.
VOTING
As provided by the Rhode Island Business Corporation Act (the "Rhode
Island Act"), the Board of Directors (the "Board"), at a meeting held on January
28, 1998, which was attended by all members of the Board, including Robert H.
Eder, the Chairman, approved the proposed Amendment and directed that the
Amendment be submitted to the Company's shareholders for their consideration and
approval. Under the Rhode Island Act, the affirmative vote of a majority of the
issued and outstanding shares of Common Stock is required to approve the
Amendment. Pursuant to the Company's by-laws, the holders of the Common Stock
and the holders of the Preferred Stock vote as separate classes on all matters
presented to the Shareholders for their approval. On February 9, 1998, Robert H.
Eder, Linda Eder, Orville R. Harrold, Robert J. Easton, Heidi J. Eddins, Frank
W. Barrett, Phillip D. Brown, John H. Cronin, J. Joseph Garrahy, John J. Healey,
William J. LeDoux, Charles M. McCollam, Jr. and Bestfoods who collectively own
1,134,137 shares, or 51.2%, of the outstanding shares of Common Stock, executed
a written consent in favor of approval of the proposed Amendment. Further, on
February 9, 1998, Robert H. Eder, who owns 500 shares, or 77% of the outstanding
shares of Preferred Stock, executed a written consent in favor of approval of
the proposed Amendment. Accordingly, no additional approval of the Amendment by
the Company's shareholders is required.
WE ARE NOT ASKING FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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RECOMMENDATION OF THE BOARD
THE BOARD HAS UNANIMOUSLY APPROVED THE PROPOSAL TO AMEND THE COMPANY'S
CHARTER. THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK AND
PREFERRED STOCK HAVE EACH EXECUTED WRITTEN CONSENTS APPROVING THE PROPOSAL TO
AMEND THE COMPANY'S CHARTER. NO ADDITIONAL APPROVAL FOR THE AMENDMENT TO THE
COMPANY'S CHARTER IS REQUIRED.
REASON FOR THE AMENDMENT
The Company has adopted the Amendment to change its authorized capital
stock by increasing the authorized shares of Common Stock from 3,026,436 shares
to 15,000,000 shares. The increase in the authorized Common Stock will provide
the Company with sufficient Common Stock to complete the proposed acquisition of
Connecticut Central Railroad Company, a 28 mile short-line railroad
headquartered in Middletown, Connecticut, as well as increased flexibility in
structuring possible future financings and acquisitions and in meeting other
corporate needs which may arise. The Company anticipates that the closing for
the purchase of Connecticut Central Railroad Company will occur during the
second quarter, 1998.
The Amendment also decreases the authorized Preferred Stock from 6,817
shares to 653 shares, the number of shares of Preferred Stock currently
outstanding, and deletes the provision in the Company's Charter which authorized
the Company's Board of Directors to amend the Company's Charter to increase the
number of its authorized shares of Common Stock up to a maximum of 30,000,000
shares. These changes limit the Board of Directors' ability to issue any shares
of Common Stock or Preferred Stock beyond the current authorized capital without
first obtaining shareholder approval.
The Amendment has been approved by the written consent of both the
holders of a majority of the issued and outstanding shares of Common Stock and
the holders of a majority of the issued and outstanding shares of Preferred
Stock. The Amendment will become effective upon filing with the Rhode Island
Secretary of State which is expected to occur approximately 20 days after the
date this Information Statement is mailed to the holders of record of Common
Stock and Preferred Stock.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the only persons (including any "group"
as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934)
who, to the best of the Company's knowledge, were the beneficial owners of more
than 5% of the Company's outstanding Common Stock or Preferred Stock as of
February 6, 1998. Each of the Company's outstanding Preferred Stock is
convertible at any time, at the option of the holder, into 100 shares of Common
Stock of the Company.
Number Percent
Name and Address of shares held of Class
Robert H. Eder 996,492 (Common) (a) 45%
2441 S.E.Bahia Way 500 (Preferred) 77%
Stuart, Florida 34996
Massachusetts Capital Resource 200,000 (Common) (b) 8%
Company
420 Boylston Street
Boston, Massachusetts 02116
(a) Includes 74,580 shares of Common Stock owned by Mr. Eder's wife and
assumes no conversion of Preferred Stock. If all of his Preferred Stock
were converted into Common Stock, Mr. Eder would own 47% of the
outstanding Common Stock.
(b) Represents 200,000 shares of Common Stock issuable upon the exercise of
a Common Stock Purchase Warrant held by Massachusetts Capital Resource
Company.
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The following table reflects as of February 6, 1998, the beneficial ownership of
shares of Common Stock of the Company by directors and executive officers of the
Company, all shares being owned directly except as otherwise noted:
Name of Individual or Shares Percent
Identification of Group Owned Options (a) of Class (a)
Robert H. Eder (b).....................1,046,492 0 47%
Orville R. Harrold (c)....................21,243 1,567 *
Robert J. Easton (d).......................1,281 830 *
Heidi J. Eddins (e)........................3,143 784 *
Frank W. Barrett.............................500 130 *
Phillip D. Brown.............................100 130 *
John H. Cronin.............................1,330 210 *
J. Joseph Garrahy..........................1,000 530 *
John J. Healy................................300 700 *
William J. LeDoux............................600 1,050 *
Charles M. McCollam, Jr......................500 110 *
All executive officers and directors
as a group (11 people)............1,076,489 6,041 49%
* Less than 1%
(a) Includes options exercisable within 60 days.
(b) Includes 74,580 shares of Common Stock owned by Mr. Eder's
wife and assumes the conversion of the 500 shares of
Preferred Stock owned by Mr. Eder.
(c) Includes (i) 1,700 shares of Common Stock held by Mr.
Harrold's wife, and (ii) 2,600 shares of Common Stock held by
a custodian in an individual retirement account for the
benefit of Mr. Harrold.
(d) Includes 118 shares of Common Stock held by Mr. Easton's wife.
(e) Includes 900 shares of Common Stock held by Ms. Eddins' minor
children under the Uniform Gift to Minors Act.
