-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RWHunYgN9gUI+kDtTyw0BFr30VrkID6fmN3TXud1aD6esc7pUKbCy4Pwjlujp6gQ HRw/7AmAxb4qPoHl4aBtKw== 0001029869-97-000273.txt : 19970223 0001029869-97-000273.hdr.sgml : 19970223 ACCESSION NUMBER: 0001029869-97-000273 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970221 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE & WORCESTER RAILROAD CO/RI/ CENTRAL INDEX KEY: 0000831968 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 050344399 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-39951 FILM NUMBER: 97541154 BUSINESS ADDRESS: STREET 1: 75 HAMMOND ST CITY: WORCESTER STATE: MA ZIP: 01610 BUSINESS PHONE: 5087554000 MAIL ADDRESS: STREET 1: PROVIDENCE & WORCESTER RAILROAD CO STREET 2: 75 HAMMOND STREET CITY: WORCESTER STATE: MA ZIP: 01610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MASSACHUSETTS CAPITAL RESOURCE CO CENTRAL INDEX KEY: 0000902195 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: BERKELEY AT 420 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6179517793 MAIL ADDRESS: STREET 1: BERKELEY AT 420 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. __)* Providence & Worcester Railroad Company (Name of Issuer) Common Stock ---------------------------------------------------------------- (Title of Class of Securities) 743737 10 8 (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securitie , and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 5 Pages CUSIP No. 13G Page 2 of 5 Pages 743737 10 8 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Massachusetts Capital Resource Company 04-263-1251 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 200,000 NUMBER OF SHARES --------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH --------------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER 200,000 PERSON WITH --------------------------------------------------------- 8. SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |_| CERTAIN SHARES* - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.38% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 5 Pages SCHEDULE 13G Item 1(a) Name of Issuer: Providence & Worcester Railroad Company 1(b) Address of Issuer's Principal Executive Offices: 75 Hammond Street Worcester, MA 01610 Item 2(a) Name of Person Filing: Massachusetts Capital Resource Company 2(b) Address of Principal Business Office or, if none, Residence: 420 Boylston Street Boston, Massachusetts 02116 2(c) Citizenship: Massachusetts 2(d) Title of Class of Securities: Common Stock 2(e) CUSIP Number: 743737 10 8 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b): The reporting person is a group, in accordance with Rule 13d-1(b)(ii)(H) Item 4 Ownership: 4(a) Amount beneficially owned: The reporting person holds warrants issued by Providence & Worcester Railroad Company which are convertible into 200,000 shares of Common Stock. The reporting person is accordingly deemed to be the beneficial owner of 200,000 shares. 4(b) Percent of Class: 8.38% 4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 200,000 Page 3 of 5 Pages (ii) shared power to vote or to direct the vote: (iii) sole power to dispose or to direct the disposition of: 200,000 (iv) shared power to dispose or to direct the disposition of: Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: | | Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable Item 8 Identification and Classification of Members of the Group: This schedule has been filed pursuant to Rule 13d-1(b)(1)(ii)(H). Exhibit A hereto sets forth the identity and Item 3 classification of each of each member of the group. Item 9 Notice of Dissolution of Group: Not Applicable. Item 10 Certification: By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. MASSACHUSETTS CAPITAL RESOURCE COMPANY By: ------------------------------------ Name: Title: February 14, 1997 Page 4 of 5 Pages EXHIBIT A Massachusetts Capital Resource Company is a limited partnership. Each of its partners is an insurance company as defined in Section 3(a)(19) of the Securities Exchange Act of 1934. Its general partners are: John Hancock Mutual Life Insurance Company New England Life Insurance Company Massachusetts Mutual Life Insurance Company Allmerica Financial Corporation Its limited partners are: The Paul Revere Life Insurance Company Berkshire Life Insurance Company Boston Mutual Life Insurance Company Metropolitan Life Insurance Company Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----