SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PROVIDENCE AND WORCESTER RAILROAD COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party
4) Date Filed:
PROVIDENCE AND WORCESTER RAILROAD COMPANY
75 Hammond Street
Worcester, Massachusetts 01610
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 29, 1998
PLEASE TAKE NOTICE that the 1998 annual meeting of the shareholders of
Providence and Worcester Railroad Company (the "Company") will be held at the
Crowne Plaza, 10 Lincoln Square, Worcester, Massachusetts, on Wednesday, April
29, 1998 at 10:00 o'clock A.M., local time, for the following purposes:
(1) To elect 4 directors (by the holders of Common Stock only) and 6
directors (by the holders of Preferred Stock only) to serve for terms of one
year and until their successors are elected and qualified;
(2) To approve the appointment of Deloitte & Touche LLP as independent
auditors of the accounts of the Company for 1998 (by the holders of Common
Stock and Preferred Stock, voting as separate classes); and
(3) To transact such other business, if any, as may properly come before the
meeting or any adjournment or adjournments thereof (by the holders of Common
Stock and Preferred Stock, voting as separate classes).
Holders of record of the Common Stock or Preferred Stock on the books
of the Company as of the close of business on March 16, 1998 will be entitled
to vote.
By Order of the Board of Directors
HEIDI J. EDDINS
Vice President, Secretary and General Counsel
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Worcester, Massachusetts
March 24, 1998
If you are the holder of record of only one class of the Company's
capital stock, only one proxy card is enclosed. If you are the holder of
record of both Common Stock and Preferred Stock, two proxy cards are
enclosed. Kindly fill in, date and sign the enclosed proxy card(s) and
promptly return the same in the enclosed addressed envelope, which requires
no postage if mailed in the United States. If you are personally present at
the meeting, the proxy or proxies will not be used without your consent.
PROVIDENCE AND WORCESTER RAILROAD COMPANY
PROXY STATEMENT
Annual Meeting of Shareholders
April 29, 1998
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy or proxies are solicited by the Board of Directors
of Providence and Worcester Railroad Company (herein called the "Company"), in
connection with the annual meeting of the shareholders to be held April 29,
1998; the Company will bear the cost of such solicitation. It is expected
that the solicitation of proxies will be primarily by mail. Proxies may also
be solicited personally by regular employees of the Company at nominal cost.
The Company may reimburse brokerage houses and other custodians, nominees and
fiduciaries holding stock for others in their names, or in those of their
nominees, for their reasonable out-of-pocket expenses in sending proxy
materials to their principals or beneficial owners and obtaining their proxies.
Any shareholder giving a proxy has the power to revoke it at any time prior
to its exercise, but the revocation of a proxy will not be effective until
notice thereof has been given to the Secretary of the Company. Notice of
revocation may be delivered in writing to the Secretary prior to the meeting
or may be transmitted orally to the Secretary at the meeting. Every properly
signed proxy will be voted in accordance with the specifications made thereon.
This proxy statement and the accompanying proxy or proxies are expected
to be first sent to shareholders on March 24, 1998.
VOTING AT MEETING
Only shareholders of record at the close of business on March 16, 1998
will be entitled to vote at the meeting. Under the Company's charter, the
holders of the Company's Common Stock, voting separately as a class, are
entitled to one vote for each share held in the election of one-third (1/3)
of the Board of Directors of the Company proposed to be elected at the meeting.
The holders of the Company's Preferred Stock, voting separately as a class,
are entitled to one vote for each share held in the election of the balance
of the Board of Directors proposed to be elected at the meeting. The holders
of the Company's Common Stock and the holders of the Company's Preferred Stock
are entitled to one vote per share, voting as separate classes and not together,
upon all other matters presented to the shareholders for their approval.
Common Stock directors will be elected in each case by vote of the holders
of a majority of the Common Stock present or represented at the meeting, and the
Preferred Stock directors will be similarly elected by the holders of a majority
of the Preferred Stock.
Shares represented by proxies which are marked "withhold authority" with
respect to the election of any particular nominee for director, "abstain" with
respect to any other matter, or to deny discretionary authority on any other
matters will be counted as shares present and entitled to vote, and,
accordingly, any such marking of a proxy will have the same effect as a vote
against the proposal to which it relates.
Brokers who hold shares in street name may lack authority to vote such
shares on certain items, absent specific instructions from their customers.
Shares subject to such "broker non-votes" will not be treated as shares
entitled to vote on the matters to which they relate and therefore will be
treated as not present at the meeting for those purposes, but otherwise will
have no effect on the outcome of the voting on such matters. It is not
presently anticipated that any matter which might be the subject of a "broker
non-vote" will come before the annual meeting.
On the record date, there were 2,222,830 shares of the Company's Common
Stock and 653 shares of the Company's Preferred Stock outstanding and entitled
to vote at the meeting.
ELECTION OF DIRECTORS
At the annual meeting, 4 Common Stock directors and 6 Preferred Stock
directors are to be elected, and each will hold office until the next annual
meeting and until his successor is elected and qualified. The proxies named
in the accompanying proxy or proxies, who have been designated by the Board
of Directors, intend to vote, unless otherwise instructed, for the election
to the Board of Directors of the persons named below, all of whom are now
directors of the Company. Certain information concerning such nominees is
set forth below:
Principal Occupation Director
Name and Age During Past Five Years Since
Common Stock Director Nominees:
Robert H. Eder (65) Chairman of the Company 1965
Frank W. Barrett (58) Executive Vice President, Springfield 1995
Institution for Savings (prior to
December 1993, Senior Vice President,
First NH Bank)
William J. LeDoux (66) Attorney 1990
Charles M. McCollam, Jr. (65) President, Bertha M. McCollam, Inc. 1996
(insurance) and President, McCollam
Associates (consultant)
Preferred Stock Director Nominees:
Orville R. Harrold (65) President of the Company 1978
Phillip D. Brown (54) President and CEO, Unibank for Savings 1995
(prior to July 1993, President, Citizens
Bank of Massachusetts)
John H. Cronin (64) Retired; until September 1995, President, 1986
Ideal Products, Inc. (restaurant supplies)
Robert J. Easton (54) Treasurer of the Company 1989
J. Joseph Garrahy (67) President, J. Joseph Garrahy & Associates 1992
Inc. (business consultants)
John J. Healy (61) President of Worcester Affiliated Mfg. 1991
L.L.C. (Mfg. Consultant) and President
of Manufacturing Assistance Center
(prior to January 1997, President and
Chief Executive Officer, HMA Behavioral
Health, Inc.)
Dates of directorships include directorships of the Company's predecessors.
Mr. Eder is also a director of Capital Properties, Inc. (a real estate
holding company).
Mr. Barrett is also a director of Dairy Mart Convenience Store, Inc.
Mr. Garrahy is also a director of Grove Real Estate Investment Trust.
Except as noted in the above table, all of the present directors and
nominees have been engaged in their present principal occupations in the
same or similar capacities during the past five years.
The Board of Directors has a Stock Option & Compensation Committee currently
comprised of William J. LeDoux, Chairman, John J. Healy, and Frank W.
Barrett. The Stock Option & Compensation Committee is responsible for
establishing the amount of option shares to be granted to the Company's
employees under the Stock Option Plan and for making recommendations to
the full Board concerning executive officer compensation.
The Board of Directors has an Audit Committee currently comprised of John H.
Cronin, Chairman, J. Joseph Garrahy, and Phillip D. Brown. The Audit
Committee is primarily responsible for overseeing the Company's internal
accounting procedures and its relationship with its independent auditors.
The Board of Directors does not have a nominating committee.
The Board of Directors held four meetings, the Audit Committee held three
meetings and the Stock Option & Compensation Committee held one meeting
during the fiscal year ended December 31, 1997.
During the fiscal year ended December 31, 1997, each director who was not
an employee of the Company received a base fee of $500 for each attended
meeting of the Board of Directors plus $50 per attended meeting for each
year of service as a director, and each member of the Audit Committee and
the Stock Option & Compensation Committee received $300 for each attended
meeting of the committee (other than the Chairman, who received $350).
During the month of January of each year, directors of the Company who were
serving as such on the preceding December 31 and are not full time employees
of the Company are granted options for the purchase of 100 shares of the
Common Stock of the Company, plus options for an additional ten shares
for each full year of service to the Company. The exercise price is the
last sale price of the Common Stock on the last business day of the
preceding year, and the term of each option is ten years (subject to
earlier termination if the grantee ceases to serve as a director),
provided, however, that no option is exercisable within six months
following the date of grant.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the
Company during the three year period ended December 31, 1997, to its Chief
Executive Officer and each of its four most highly compensated executive
officers who earned more than $100,000 in salary and bonus in 1997, for
services rendered in all capacities to the Company during 1997.
SUMMARY COMPENSATION TABLE
Annual Compensation
Long-Term
Compensation
Name and Year Salary(a) Other Annual Securities All Other
Principal Position Compensation Underlying Compensation
Options (b)
to Purchase
Common Stock
Robert H. Eder 1997 $288,530 0 0 $47,453
Chairman of the Board 1996 289,216 0 0 47,617
and Chief Executive 1995 272,513 0 0 48,117
Officer
Orville R. Harrold 1997 234,588 0 913 42,526
President and Chief 1996 231,787 0 932 40,508
Operating Officer 1995 222,421 0 888 40,510
Ronald P. Chrzanowski 1997 133,241 $28,193(d) 451 12,000
Chief Engineer until 1996 129,059 0 451 9,066
12/31/97 1995 123,003 0 448 7,396
(Vice President and
Director until
11/13/97)(c)
Heidi J. Eddins 1997 138,920 0 311 10,702
Vice President, 1996 133,997 0 313 9,381
Secretary and General 1995 127,444 0 301 7,713
Counsel
Robert J. Easton 1997 123,232 0 210 9,353
Treasurer 1996 120,191 0 210 8,430
1995 113,706 0 203 6,880
(a) Includes amounts taxable to employees for personal use of Company-owned
vehicles.
(b) Includes amounts paid directly to the retirement accounts of management
staff under the Company's simplified employee pension plan, and, in the
case of Robert H. Eder and Orville R. Harrold, includes for 1997 premiums
paid for life insurance coverage in the amounts of $35,453 and $30,526,
respectively.
(c) Mr. Chrzanowski left the Company to join its former parent company, Capital
Properties, Inc. as President and a Director.
(d) Includes value of a vehicle transferred to Mr. Chrzanowski ($18,193) and
$10,000 paid to him to cover additional income taxes attributable to the
transfer of the vehicle.
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock options
under the Company's Non-Qualified Stock Option Plan to the Named Executive
Officers during the Company's last fiscal year.
Name Number of
Securities % of Total Grant
Underlying Options Granted Date
Options to Employees Excercise Expiration Present
Granted(a) In Fiscal 1997 Price Date Value(b)
Orville R. Harrold 913 13% $7.875 01/02/07 $2,702
Ronald P.
Chrzanowski 451 6 7.875 01/02/07 1,335
Heidi J. Eddins 311 4 7.875 01/02/07 921
Robert J. Easton 210 3 7.875 01/02/07 622
(a) The options were all granted on January 2, 1997 and became exercisable on
July 2, 1997.
(b) Amounts represent the fair value of each option granted and were estimated
as of the date of the grant using the Black-Scholes option-pricing model with
the following weighted average assumptions: expected volatility of 29%;
expected life of 7 years; risk-free interest rate of 5.75%; and expected
dividend payment rate, as a percentage of the share price on the date of
grant, of 1.26%.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table contains information with respect to stock options held by
the Named Executive Officers as of December 31, 1997.
Number of Unexercised
Options at
December 31, 1997
Value of In-the-Money at December 31, 1997(b)
Unexercised Acquired on Exercise Value Realized(a)
Shares Exercisable Exercisable
Acquired on /Unexercisable /Unexercisable
Name December 31, 1998
Orville R. Harrold 1,214 $5,494 1,567/0 $14,808/0
Ronald P. Chrzanowski 451 2,594 417/0 4,118/0
Heidi J. Eddins 632 3,770 784/0 8,147/0
Robert J. Easton 210 1,469 830/0 8,876/0
(a) Based on the last sale price of the Common Stock on the date of exercise
minus the exercise price.
(b) Based on the difference between the exercise price of each grant and the
closing price of the Company's Common Stock on the AMEX on December 31,
1997, which was $18-3/8.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table set forth below reflects 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 on March 16,
1998, the beneficial owners of more than five percent of the Company's
outstanding Common Stock, $.50 par value, or Preferred Stock, $50 par value.
Each share of the Company's outstanding Preferred Stock is convertible at
any time, at the option of the holder, into one hundred shares of Common
Stock of the Company. The footnote to the table below sets forth the
percentages of the outstanding Common Stock which would be held by the
indicated owners if such owners' Preferred Stock were converted in whole
into Common Stock.
Percent
Name and Address Number of Shares Owned of Class (1)
Robert H. and Linda Eder 996,492 (Common) 44.8%
2441 S.E. Bahia Way 500 (Preferred) 76.7%
Stuart, Florida 34996
Massachusetts Capital
Resource Company (MCRC) 200,000 (Common) 8.3% (2)
420 Boylston Street
Boston, Massachusetts 02116
(1) Assuming no conversion of Preferred Stock. If their Preferred Stock
were converted in whole to Common Stock, Mr. and Mrs. Eder would own 46.0% of
the outstanding Common Stock.
(2) Represents 200,000 shares issuable upon exercise of Common Stock Purchase
Warrant.
Of the shares owned by Mr. and Mrs. Eder, 921,912 shares of Common Stock
and 500 shares of Preferred Stock were held directly by Mr. Eder, and 74,580
shares of Common Stock were held directly by Mrs. Eder. By reason of their
ownership, Mr. and Mrs. Eder may be deemed to be "control persons" with
respect to the Company.
The following table reflects as of March 16, 1998, the beneficial ownership of
the Common Stock of the Company by directors, nominees for directors and
officers of the Company.
Name Number Percentage
Robert H. Eder(a) 1,046,492 46.0%
Orville R. Harrold(b) 22,710 *
Robert J. Easton(c) 2,111 *
Heidi J. Eddins(d) 3,927 *
Frank W. Barrett(e) 610 *
Phillip D. Brown(f) 210 *
John H. Cronin 1,430 *
J. Joseph Garrahy 1,000 *
John J. Healy(g) 840 *
William J. LeDoux(h) 1,480 *
Charles M. McCollam, Jr. 500 *
All executive officers and
directors as a group
(11 people)(i) 1,081,310 47.5%
* Less than one percent
(a) Mr. Eder's business address is 75 Hammond Street, Worcester, Massachusetts
01610. 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.
(b) Includes (i) 1,700 shares of Common Stock held by Mr. Harrold's wife, (ii)
2,600 shares of Common Stock held by a custodian in an individual retirement
account for the benefit of Mr. Harrold and (iii) 1,467 shares of Common
Stock under stock options exercisable within 60 days. (c) Includes 118 shares
of Common Stock held by Mr. Easton's wife in her name and 830 shares of
Common Stock issuable under stock options exercisable within 60 days.
(d) Includes 900 shares of Common Stock held by Ms. Eddins' minor children
under the Uniform Gift to Minors Act and 784 shares of Common Stock issuable
under stock options exercisable within 60 days.
(e) Includes 110 shares of Common Stock issuable under stock options
exercisable within 60 days.
(f) Includes 110 shares of Common Stock issuable under stock options exercisable
within 60 days.
(g) Includes 540 shares of Common Stock issuable under stock options exercisable
within 60 days.
(h) Includes 880 shares of Common Stock issuable under stock options exercisable
within 60 days.
(i) Includes 50,000 shares of Common Stock issuable upon conversion of Preferred
Stock and 4,721
shares of Common Stock issuable under stock options exercisable within 60 days.
COMPLIANCE WITH SECTION 16 (a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten-percent beneficial owners also are required by rules
promulgated by the Securities and Exchange Commission to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to the
Company or written representations that no Form 5 filings were required, the
Company believes that during 1997 its officers, directors and greater than
ten-percent beneficial owners complied with all applicable Section 16(a)
filing requirements.
CERTAIN TRANSACTIONS
On January 1, 1988, in accordance with a plan of distribution, shares of
the Company were distributed to the stockholders of Capital Properties, Inc.
("Capital Properties") on a pro rata basis. Mr. Eder and his wife own 52.3%
of the outstanding common stock of Capital Properties. As part of the plan,
the Company issued to Capital Properties a promissory note in the amount of
$9,377,000 payable over a period of twenty years with interest at 12% per
year, prepayable at any time without penalty. The Capital Properties note is
secured by a first mortgage on the Company's operating right-of-way in
Worcester County, Massachusetts. During 1995, the Company and Capital
Properties negotiated an agreement reducing the interest rate to 10% and
providing for the Company's prepayment of $1,800,000 on its note. Payments
by the Company together with the interest rate adjustment result in a current
monthly payment of principal and interest over the remaining twelve-year term
of the note in the amount of $53,000. Fifty percent (50%) of any additional
prepayments will reduce the required monthly payments. Prior to negotiating
the agreement, the Company made additional voluntary prepayments totaling
$300,000, $55,000 and $200,000 during 1994, 1995 and 1996, respectively.
The Company has filed a registration statement covering the offer and sale of
1,000,000 shares of its Common Stock (the "Offering"). The Offering
commenced as of March 19, 1998. The Company intends to repay the balance
of the Capital Properties note (approximately $3.9 million) with the proceeds
of the Offering.
In 1995, the Company also entered into an agreement with Capital
Properties releasing a portion of the collateral securing the note in
exchange for the right to have the Company convey the Wilkesbarre Pier in
East Providence, Rhode Island for the sum of one dollar to the purchaser of
Capital Properties' petroleum terminal facilities in East Providence, Rhode
Island. Effective January 1, 1998, a wholly-owned subsidiary of Capital
Properties which acquired the petroleum terminal facilities, exercised the
purchase right and acquired the Wilkesbarre Pier. The Company retained the
right to use the pier for certain purposes.
INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has recommended that
Deloitte & Touche LLP, who acted as independent auditors of the accounts of
the Company for 1997, be appointed as independent auditors of the accounts
of the Company for the year 1998. The shareholders will be asked to approve
the appointment. The Company has recently been advised by Deloitte & Touche
LLP that they have no direct financial interest or any material indirect
financial interest in the Company, nor have they had any connection during
the past four years with the Company in the capacity of promoter, underwriter
, voting trustee, director, officer or employee.
It is expected that a representative of Deloitte & Touche LLP will be
present at the annual meeting with the opportunity to make a statement if he
so desires, and that such representative will be available to respond to
appropriate questions.
FINANCIAL STATEMENTS
A copy of the annual report of the Company for the year ended December
31, 1997 is enclosed. Such report is not part of this proxy statement.
PROPOSALS FOR 1999 ANNUAL MEETING
The 1999 annual meeting of the shareholders of the Company is scheduled
to be held April 28, 1999. If a shareholder intending to present a proposal at
that meeting wishes to have a proper proposal included in the Company's proxy
statement and form of proxy relating to the meeting, the shareholder must
submit the proposal to the Company not later than November 25, 1998.
OTHER MATTERS
No business other than that set forth in the attached Notice of Meeting
is expected to come before the annual meeting, but should any other matters
requiring a vote of shareholders arise, including a question of adjourning
the meeting, the persons named in the accompanying proxy will vote thereon
according to their best judgment in the interests of the Company. In the event
any of the nominees for the office of director should withdraw or otherwise
become unavailable for reasons not presently known, the persons named as
proxies will vote for other persons in their place in what they consider the
best interests of the Company.
By Order of the Board of Directors
HEIDI J. EDDINS
Vice President, Secretary and General Counsel
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Dated: March 24, 1998
PROXY PROVIDENCE AND WORCESTER RAILROAD COMPANY
(PREFERRED STOCK) Annual Meeting of Shareholders - April 29, 1998
The undersigned, whose signature appears on the reverse side of this
proxy, hereby appoints Robert H. Eder, Orville R. Harrold and Robert J.
Easton or a majority of such of them as shall be present, attorneys
with power of substitution and with all the powers the undersigned
would possess if personally present, to vote the Preferred Stock of the
undersigned in Providence and Worcester Railroad Company at the annual
meeting of shareholders to be held on April 29, 1998 in Worcester,
Massachusetts, and at any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS: FOR all nominees listed below (except
WITHHOLD AUTHORITY to vote for all
as marked to the contrary below)
nominees listed below
P. Brown, J. Cronin, R. Easton, J. Garrahy, O. Harrold, J. Healy.
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
______________________________________________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE LLP as
independent auditors of the Company
for 1998: __ FOR __ AGAINST __ ABSTAIN
3. In their discretion, upon such other matters as may properly come
before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction
is made, this proxy will be voted for Proposals 1 and 2.
PLEASE DATE, SIGN AND RETURN THIS PROXY
(Sign exactly as your name appears hereon. Dated: .1998
When signing as attorney, executor, administrator,
trustee, guardian or in a corporate capacity, Signed:
please give full title as such. In case of
joint tenants or multiple owners, each
party must sign.) .
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
PROXY PROVIDENCE AND WORCESTER RAILROAD COMPANY
(COMMON STOCK) Annual Meeting of Shareholders - April 29, 1998
The undersigned, whose signature appears on the reverse side of this
proxy, hereby appoints Robert H. Eder, Orville R. Harrold and Robert J.
Easton or a majority of such of them as shall be present, attorneys with
power of substitution and with all the powers the undersigned would
possess if personally present, to vote the Common Stock of the undersigned
in Providence and Worcester Railroad Company at the annual meeting of
shareholders to be held on April 29, 1998 in Worcester, Massachusetts, and
at any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS: FOR all nominees listed below (except
WITHHOLD AUTHORITY to vote for al as marked to the contrary below
nominees listed
below __
F. Barrett, R. Eder, W. LeDoux, C. McCollam, Jr.
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
______________________________________________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE &
TOUCHE LLP as independent auditors of the Company
for 1998: __ FOR __ AGAINST __ ABSTAIN
3. In their discretion, upon such other matters as may properly come
before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted for Proposals 1 and 2.
PLEASE DATE, SIGN AND RETURN THIS PROXY
(Sign exactly as your name appears hereon. Dated: 1998
When signing as attorney, executor,
administrator, trustee, guardian or in
a corporate capacity, please Signed:
give full title as such. In case of
joint tenants or multiple owners
each party must sign.) .
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY