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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Providence & Worcester Railroad Company
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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 appropriate box to designate the rule pursuant to which this Schedule is
filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(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
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
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CUSIP NO. 743737108 13G
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Massachusetts Capital Resource Company
042631251
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
A Massachusetts corporation
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SOLE VOTING POWER
5
NUMBER OF Not Applicable.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
Not Applicable.
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING Not Applicable.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
Not Applicable.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
Not Applicable.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
10 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11
Not Applicable.
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TYPE OF REPORTING PERSON (See Instructions)
12
PN
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Page 2 of 5 pages
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SCHEDULE 13G
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Item 1(a) Name of Issuer:
Providence & Worcester Railroad Company
1(b) Address of Issuer's Principal Executive Offices:
75 Hammond St.
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:
The Berkeley at 420 Boylston St.
Boston, MA 02116
2(c) Citizenship:
A Massachusetts Corporation
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
743737108
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):
The reporting person is an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940.
Item 4 Ownership:
4(a) Amount beneficially owned:
Not Applicable.
4(b) Percent of Class:
Not Applicable.
4(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Not Applicable.
(ii) Shared power to vote or to direct the vote:
Not Applicable.
(iii) Sole power to dispose or to direct the disposition of:
Not Applicable.
Page 3 of 5 Pages
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(iv) Shared power to dispose or to direct the disposition of:
Not Applicable.
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: [X]
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 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/ William J. Torpey, Jr.
Name: William J. Torpey, Jr.
Title: President
February 4, 2000
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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 Life Insurance Company (formerly John Hancock Mutual
Life Insurance Company)
New England Life Insurance Company
Massachusetts Mutual Life Insurance Company
First Allmerica Financial Life Insurance Company
Its limited partners are:
UnumProvident Corporation
Berkshire Life Insurance Company
Boston Mutual Life Insurance Company
Metropolitan Life Insurance Company
