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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q/A
(Amendment No. 1)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1937
For the transition period from ______________ to ____________
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 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 check mark whether the Registrant has submitted electronically
and posted on its corporate website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the Registrant
was required to submit and post files). Yes |_| No |_|
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|
Indicate the number of shares outstanding of each of the Issuer's classes
of common stock, as of May 1, 2009:
Common Stock -- Par Value $0.50 4,805,732 shares
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(class) (outstanding)
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A ("Amendment No. 1") amends the Quarterly
Report on Form 10-Q of Providence and Worcester Railroad Company (the "Company")
for the quarterly period ended March 31, 2009, filed with the Securities and
Exchange Commission ("SEC") on May 15, 2009 (the "Original 10-Q"). 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-Q 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-Q and the Company has not updated
disclosures included therein to reflect any events that occurred subsequent to
the date of the Original 10-Q. Accordingly, this Amendment No. 1 should be read
in conjunction with the Original 10-Q and the Company's filings made with the
SEC subsequent to the filing of the Original 10-Q. The filing of this Amendment
No. 1 shall not be deemed an admission that the Original 10-Q, 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 II. Other Information
ITEM 6. EXHIBITS
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*
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly 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
Chairman of the Board and
Chief Executive Officer
By:/s/ Elizabeth A. Deforge
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Elizabeth A. Deforge
Treasurer and Chief Financial Officer
DATED: December 14, 2009
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 quarterly report on Form 10-Q ofProvidence 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
By: /s/ Robert H. Eder
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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 quarterly report on Form 10-Q 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
By:/s/ Elizabeth A. Deforge
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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 Quarterly Report of Providence and Worcester
Railroad Company (the "Company") on Form 10-Q for the period ending March 31,
2009, 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.
By: /s/ Robert H. Eder
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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 Quarterly Report of Providence and Worcester
Railroad Company (the "Company") on Form 10-Q for the period ending March 31,
2009, 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.
By:/s/ Elizabeth A. Deforge
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Elizabeth A. Deforge
Treasurer and Chief Financial Officer