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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)
(AMENDMENT NO. 1)*
PROVIDENCE & WORCESTER RR
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
743737108
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-(c)
[_] Rule 13d-1(d)
*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
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 743737108 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION OF ABOVE PERSONS
(ENTITIES ONLY)
CADENCE CAPITAL MANAGEMENT (IRS No. 04-3244012)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
235,100
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
235,100
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235,100
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[_]
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
2
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Item 1 (a) Name of Issuer:
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Providence & Worcester RR
(b) Address of Issuer's Principal Executive Offices:
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75 Hammond Street
Worcester, Massachusetts 01610
Item 2 (a) Name of Person Filing:
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CADENCE CAPITAL MANAGEMENT
(b) Address of Principal Business Office:
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One Exchange Place, 29th Floor
Boston, Massachusetts 02109
(c) Citizenship:
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Not Applicable.
(d) Title of Class of Securities:
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Common Stock
(e) CUSIP Number:
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743737108
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Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
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check whether the person filing is a:
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(a) [_] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Act;
(d) [_] Investment company registered under Section 8 of the
Investment Company Act;
(e) [X] Investment adviser registered under Section 203 of the
Investment Advisors Act of 1940;
(f) [_] Employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [_] Parent holding company or control person, in accordance
with 13d-1(b)(ii)(G);
(h) [_] Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] Church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [_] Group, in accordance with Rule13d-1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [_]
3
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Item 4 Ownership.
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(a) Amount beneficially owned: 235,100**
(b) Percent of Class: 5.5
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote: 235,100**
(iii) Sole power to dispose or direct the disposition of: -0-
(iv) Shared power to dispose or direct the disposition of: 235,100**
**This report is being filed on behalf of Cadence Capital
Management, a Delaware general partnership and/or certain investment
advisory clients or discretionary accounts relating to their collective
beneficial ownership of shares of common stock of the Issuer. Cadence
Capital Management is a registered investment adviser under Section 203 of
the Investment Advisers Act of 1940. As a result of its role as investment
adviser Cadence Capital Management may be deemed to be the beneficial owner
of the securities of the Issuer. Cadence Capital Management has the sole
power to dispose of the shares and to vote the shares under its written
guidelines established by its Management Board.
Item 5 Ownership of Five Percent or Less of a Class.
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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.
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Not Applicable
Item 7 Identification and Clarification of the Subsidiary Which Acquired
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the Security Being Reported on By the Parent Holding Company.
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Not Applicable.
Item 8 Identification and Clarification of Members of the Group.
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Not Applicable.
Item 9 Notice of Dissolution of Group.
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Not Applicable.
4
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Item 10 Certification.
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By signing below I certify that, to the best of my 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 the
securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 8, 2000
/s/ DAVID B. BREED
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David B. Breed, CEO
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