Providence & Worcester Railroad Co/RI – ‘SC 13E3/A’ on 9/13/94 re: Providence & Worcester Railroad Co/RI

As of:  Tuesday, 9/13/94   ·   Accession #:  831968-94-7   ·   File #:  5-39951

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment to Tender-Offer Statement --                 2      8K 
                          Going-Private Transaction                              

SC 13E3/A
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SCHEDULE 13E-3      

SECURITIES AND EXCHANGE COMMISSION      
Washington, D.C. 20549      

Rule 13e-3 Transaction Statement      
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule      
13e-3)                                                                          

Amendment No. 3     

PROVIDENCE AND WORCESTER RAILROAD COMPANY     
(Name of the Issuer)      

PROVIDENCE AND WORCESTER RAILROAD COMPANY     
(Name or Person(s) Filing Statement)      

Preferred Stock, $.50 Par Value     
(Title of Class of Securities)      

743737207     
(CUSIP Number of Class of Securities)     

Heidi J. Eddins     
Providence and Worcester Railroad Company     
P.O. Box 1188     
Worcester, Massachusetts 01601      
(508)755-4000     
(Name, Address and Telephone Number of Person Authorized to Receive     
Notices and Communications on Behalf of Person(s) Filing Statement)     

This statement is filed in connection with (check the appropriate box):     

a. [x] The filing of an information statement subject to Regulation 14C         

b. [ ] The filing of a registration statement under the Securities Act of       
1933.                                                             

c. [ ] A tender offer.                                                          

d. [ ] None of the above.                                                       

Check the following box if the soliciting materials or information        
statement referred to in checking box (a) are preliminary copies:[]             

SC 13E3/A
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Pursuant to Rule 13e-3(d)(3), Schedule 13E-3 as heretofore              
amended is hereby further amended to reflect the results of the                 
Rule 13e-3 transaction described therein as follows:                            

1.   Effective July 6, 1994 the charter of the issuer was               
amended to authorize 6,817 shares of Preferred Stock,         
$50 par value (the "New Preferred Stock") and to delete       
any reference to shares of Preferred Stock, $.50 par          
value (the "Old Preferred Stock").                            

2.   During the period July 6, 1994-September 4, 1994,                  
pursuant to the plan of recapitalization attached as          
Exhibit B to the information statement filed as Exhibit       
B to Schedule 13E-3,                                          

 (i)   148,000 shares of Old Preferred Stock
were converted into 1,480 shares of New   
Preferred Stock;                          

 (ii)  114,568 shares of Old Preferred Stock
were converted into 114,568 shares of the 
issuer's common stock, $.50 par value; and

  (iii) 361 shares of Old Preferred Stock were
  surrendered to Fleet National Bank, Exchange
   Agent, against payment in cash at the rate of
$7.75 per share.                          

On September 8, 1994 the issuer had outstanding 1,927,000               
shares of common stock, held by an aggregate of 672 holders of                  
record, and 1,480 shares of New Preferred Stock, held by an                     
aggregate of 10 holders of record.                                              

SIGNATURE               

After due inquiry and to the best of my knowledge and belief,           
I certify that the information set forth in this statement is           
true, complete and correct.                                             

            Providence and Worcester
    Railroad Company

           By:  Orville R. Harrold
                Orville R. Harrold
       President
                September 12, 1994

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/13/94							None on these Dates
		9/12/94		2
		9/8/94		2
		9/4/94		2
		7/6/94		2
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