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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K/A
(Amendment No. 1)
(Annual Report Under Section 13 of the Securities Exchange Act of 1934)
For the fiscal year ended December 31, 2008
Commission File No. 0-16704
PROVIDENCE AND WORCESTER RAILROAD COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Rhode Island 05-0344399
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
75 HAMMOND STREET, WORCESTER, MA 01610
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(Address of Principal Executive Offices)
(508) 755-4000
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(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.50 per share
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(Title of Class)
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Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes |_| No |X|
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by checkmark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |X| Smaller reporting company |_|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|
As of June 30, 2008, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $52,329,402. (For this purpose, all
directors of the Registrant are considered affiliates.)
As of March 6, 2009, the Registrant had 4,803,900 shares of Common Stock
outstanding.
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A ("Amendment No. 1") amends the Annual Report
on Form 10-K of Providence and Worcester Railroad Company (the "Company") for
the fiscal year ended December 31, 2008, filed with the Securities and Exchange
Commission ("SEC") on March 25, 2009 (the "Original 10-K"). This Amendment No. 1
is being filed for the sole purpose of correcting the certifications required by
Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (the "302
Certifications"),certain provisions of which were inadvertently omitted when the
Original 10-K was filed. The amended 302 Certifications are being filed in their
entirety as Exhibits 31.1 and 31.2 to this Amendment No. 1.
Except as described above, this Amendment No. 1 does not amend any other
information set forth in the Original 10-K and the Company has not updated
disclosures included therein to reflect any events that occurred subsequent to
the date of the Original 10-K. Accordingly, this Amendment No. 1 should be read
in conjunction with the Original 10-K and the Company's filings made with the
SEC subsequent to the filing of the Original 10-K. The filing of this Amendment
No. 1 shall not be deemed an admission that the Original 10-K, when made,
included any untrue statement of a material fact or omitted to state a material
fact necessary to make a statement not misleading.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
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24 Power of Attorney (included on signature page of this report)
31.1 Certification of Robert J. Eder, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Certification of Elizabeth A. Deforge, Treasurer and Principal
Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002*
32.1 Certification of Robert J. Eder, Chief Executive Officer, pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
32.2 Certification of Elizabeth A. Deforge, Treasurer and Principal
Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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* Filed herewith
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PROVIDENCE AND WORCESTER
RAILROAD COMPANY
/s/ Robert H. Eder
By:
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Robert H. Eder
Chief Executive Officer
DATED: December 14, 2009
Each person whose signature appears below constitutes and appoints each of
Robert H. Eder or Elizabeth A. Deforge, or either of them, each acting alone,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities in connection with the annual report on
Form 10-K of Providence and Worcester Railroad Company. for the year ended
December 31, 2008, to sign any and all amendments to the Form 10-K, 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, each acting alone, 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, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/ Robert H. Eder
December 14, 2009
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Robert H. Eder
Chief Executive Officer and Chairman
(Principal Executive Officer)
/s/ P. Scott Conti
December 14, 2009
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P. Scott Conti
President and Director (Principal Operating
Officer)
/s/ Elizabeth A. Deforge
December 14, 2009
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Elizabeth A. Deforge, Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Richard W. Anderson
December 14, 2009
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Richard W. Anderson, Director
/s/ Frank W. Barrett
December 14, 2009
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Frank W. Barrett, Director
/s/ J. Joseph Garrahy
December 14, 2009
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J. Joseph Garrahy, Director
/s/ John J. Healy
December 14, 2009
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John J. Healy, Director
/s/ James C. Garvey
December 14, 2009
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James C. Garvey, Director
/s/ Charles M. McCollam, Jr.
December 14, 2009
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Charles M. McCollam, Jr., Director
/s/ Craig M. Scott
December 14, 2009
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Craig M. Scott, Director
/s/ Paul F. Titterton
December 14, 2009
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Paul F. Titterton, Director
EXHIBIT 31.1
Providence and Worcester Railroad Company
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, ROBERT H. EDER, certify that:
1. I have reviewed this annual report on Form 10-K of Providence and
Worcester Railroad Company;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
DATE: December 14, 2009
/s/ Robert H. Eder
By:
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Robert H. Eder
Chairman of the Board and
Chief Executive Officer
EXHIBIT 31.2
Providence and Worcester Railroad Company
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Elizabeth A. Deforge, certify that:
1. I have reviewed this annual report on Form 10-K of Providence and
Worcester Railroad Company;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
DATE: December 14, 2009
/s/ Elizabeth A. Deforge
By:
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Elizabeth A. Deforge
Treasurer and Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Providence and Worcester Railroad
Company (the "Company") on Form 10-K for the year ending December 31, 2008, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Robert H. Eder, Chief Executive Officer of the Company, hereby
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(a) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated this 14 day of December, 2009.
/s/ Robert H. Eder
By:
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Robert H. Eder
Chairman of the Board
and Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Providence and Worcester Railroad
Company (the "Company") on Form 10-K for the year ending December 31, 2008, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Elizabeth A. Deforge, Chief Financial Officer of the Company,
hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated this 14 day of December, 2009.
/s/ Elizabeth A. Deforge
By:
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Elizabeth A. Deforge
Treasurer and Chief Financial Officer