SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report: December 14, 1999
PROVIDENCE AND WORCESTER RAILROAD COMPANY
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(Exact name of registrant as specified in its charter
Rhode Island 0-16704 05-0344399
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(State of incorporation (Commission (IRS Employer Iden-
or organization) File Number) tification No.)
75 Hammond Street, Worcester, Massachusetts 01610
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(address of principal executive offices) (Zip Code)
Registrant's telephone number: 508-755-4000
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
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By press release dated December 13, 1999 the Registrant advised the general
public that it had reached agreement with Bestfoods with respect to payment
of the Registrant's 10% share in the recovery obtained by Bestfoods from
its insurance carrier for remediation expenses. This settlement has
resulted in a final payment to the Registrant in the amount of $947,088.
A description of the foregoing is contained in the press release referred
to above, a copy of which is attached hereto as Exhibit 20 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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The following exhibit is filed with this report:
Exhibit 20 - Press Release dated December 13, 1999
Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereto duly authorized.
Providence and Worcester
Railroad Company
By: /s/ Robert J. Easton
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Robert J. Easton, Treasurer
(Principal financial officer and
Principal accounting officer)
Date: December 14, 1999
Providence and Worcester Railroad Company
Contact: Deborah E. Sedares
75 Hammond Street
Worcester, MA 01610
Phone (508) 755-4000, ext. 365
Fax (508) 795-0748
Press Release
December 13, 1999
Providence and Worcester Railroad Company
Announces Settlement with Bestfoods
Worcester, MA, December 13, 1999, Providence and Worcester Railroad Company
(AMEX: PWX) announced that it has reached agreement with Bestfoods (formerly CPC
International, Inc.) with respect to payment of PWX's 10% share in the recovery
obtained by Bestfoods from its insurance carrier for remediation expenses. Under
the terms of the agreement, PWX will receive from Bestfoods final payment in the
amount of $947,088.00. This payment is in addition to an interim payment of $1
million which Bestfoods made to PWX in July 1998. As previously reported, in
1995 PWX entered in to a settlement agreement with Bestfoods (formerly CPC
International, Inc.) involving an environmental claim against PWX arising out of
a 1974 rail car incident. Pursuant to the Settlement Agreement, PWX paid
Bestfoods $990,000.00 in common stock of PWX and cash. PWX and Bestfoods agreed
that in the event Bestfoods recovered proceeds from its insurance carrier for
the cost of remediation of the involved site, PWX would be entitled to 10% of
Bestfoods net recovery after deduction of litigation expenses. By decision dated
June 1, 1998 the U.S. Court of Appeals for the First Circuit affirmed a lower
courts judgment in favor of Bestfoods. The insurance carrier's appeal of this
judgment was unsuccessful and payment was made to Bestfoods. Final resolution of
the amount to be paid to Bestfoods by the insurance carrier with respect to
future remediation remained pending and in June 1999 Bestfoods insurer filed
suit in the Rhode Island Superior Court against Bestfoods and PWX. Negotiations
between Bestfoods and the insurance carrier has resulted in a settlement,
reached in September 1999, with respect to payment of future expenses and
dismissal of all pending litigation between Bestfoods, PWX and the
insurance carrier. PWX's total payment from Bestfoods under the terms of the
settlement agreement including both the interim payment and the final payment is
$1,947,088.00. PWX will recognize this final payment as "other income" during
the fourth quarter of 1999.
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This release contains "forward-looking statements" within the meaning of section
21E of the Securities and Exchange Act of 1934, as amended. These
forward-looking statements represent the Company's present expectations or
beliefs concerning future events. The Company cautions that such statements are
necessarily based on certain assumptions, which are subject to risks and
uncertainties, including, but not limited to, changes in general economic
condition, and changing competition which could cause actual results to differ
materially from those indicated herein. Further information on these risk
factors is included in the Company's filings with the Securities and Exchange
Commission.
Contact Person: Deborah E. Sedares, General Counsel,
(508) 755-4000, ext. 365