8-K 1 body8-k20060601.txt FORM 8-K United States 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: June 1, 2006 PROVIDENCE AND WORCESTER RAILROAD COMPANY -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter Rhode Island 0-16704 05-0344399 -------------------------------------------------------------------------------- (State of incorporation (Commission (IRS Employer Iden- or organization) File Number) tification No.) 75 Hammond Street, Worcester, Massachusetts 01610 -------------------------------------------------------------------------------- (address of principal executive offices) (Zip Code) Registrant's telephone number: 508-755-4000 -------------------------------------------------------------------------------- N/A -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 8.01 Other Events ------------ By press release dated June 1, 2006 the Registrant reported to the general public that it has entered into a confidentiality agreement with RailAmerica, Inc with respect to exploring possible business opportunities. 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 9.01 Financial Statements and Exhibits --------------------------------- The following exhibit is filed with this report: Exhibit 20 - Press Release dated June 1, 2006 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 -------------------- Robert J. Easton, Treasurer and Chief Financial Officer Date: June 1, 2006 2 Exhibit 20 ---------- ----------------------------------------- Providence and Worcester Railroad Company ----------------------------------------- Contact: Mary A. Tanona 75 Hammond Street Worcester, MA 01610 Phone (508) 755-4000, ext. 365 Fax (508) 795-0748 mtanona@pwrr.com Press Release Providence and Worcester Railroad Company Signs Confidentiality Agreement Worcester, MA, June 1, 2006, Providence and Worcester Railroad Company (AMEX: "PWX") (P&W) confirmed today that it has entered into a confidentiality agreement with RailAmerica, Inc. with respect to exploring possible business opportunities. The Company stressed that there is no agreement between the parties relating to any such business opportunities. P&W is a regional freight railroad operating in the states of Massachusetts, Rhode Island, Connecticut and New York. P&W transports a wide variety of commodities, including construction aggregate, iron and steel products, chemicals, lumber, scrap metals, plastic resins, cement, coal, construction and demolition debris, processed foods and edible food stuffs, such as frozen foods, corn syrup and animal and vegetable oils. By agreement with a private operator, P&W also operates two approved customs bonded intermodal yards in Worcester, MA, primarily for the movement of container traffic from the Far East destined for points in New England. --------------------- 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: P&W: Mary A. Tanona (508) 755-4000 (x365)