SC 13G/A 1 pwx123109a11.txt SCHEDULE 13G HOLDINGS REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 11) Providence and Worcester Railroad Company (Name of Issuer) Common (Title of Class of Securities) 743737108 (CUSIP Number) December 31, 2009 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) Please see Explanatory Note in Item 3 below. CUSIP No. 743737108 1.Names of Reporting Persons. Steinberg Asset Management, LLC I.R.S. Identification Nos. of above persons (entities only). 06-1623775 2.Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3.SEC Use Only 4.Citizenship or Place of Organization Delaware, United States Number of 5.Sole Voting Power 296,384 Shares Beneficially 6.Shared Voting Power 0 Owned by Each 7.Sole Dispositive Power 296,384 Reporting Person With 8.Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 296,384 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11.Percent of Class Represented by Amount in Row (9) 6.16% 12.Type of Reporting Person: IA CUSIP No. 743737108 1.Names of Reporting Persons. Michael A. Steinberg I.R.S. Identification Nos. of above persons (entities only). 2.Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3.SEC Use Only 4.Citizenship or Place of Organization United States Number of 5.Sole Voting Power 252,784 Shares Beneficially 6.Shared Voting Power 0 Owned by Each 7.Sole Dispositive Power 252,784 Reporting Person With 8.Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 252,784 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11.Percent of Class Represented by Amount in Row (9) 5.25% 12.Type of Reporting Person: IN Item 1(a). Name of Issuer: Providence and Worcester Railroad Co. Item 1(b). Address of Issuer's Principal Executive Offices: 75 Hammond Street Worcester, MA 01610 Item 2(a). Name of Person Filing Item 2(b). Address of Principal Business Office or, if None, Residence Item 2(c). Citizenship Steinberg Asset Management, LLC 12 East 49th Street Suite 1202 New York, NY 10017 Delaware Michael A. Steinberg 12 East 49th Street Suite 1202 New York, NY 10017 United States Item 2(d). Title of Class of Securities: Common Item 2(e). CUSIP Number: 743737108 Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: (a) - Broker or dealer registered under Section 15 of the Act. (b) - Bank as defined in Section 3(a)(6) of the Act. (c) - Insurance company as defined in Section 3(a)(19) of the Act. (d) - Investment company registered under Section 8 of the Investment Company Act of 1940. (e) X An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) - An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) - A parent holding company or control person in accordance with 240.13d- 1(b)(1)(ii)(G); (h) - A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) - A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j) - Group, in accordance with 240.13d-1(b)(1)(ii)(J). Explanatory Note: Michael A. Steinberg is not a person filing pursuant to Rule 13d-1(b). Mr. Steinberg is filing this Statement pursuant to Rule 13d-1(c). Item 4. Ownership: a. Amount beneficially owned: 549,168 Michael A. Steinberg may be deemed to have beneficial ownership of the securities beneficially owned by Steinberg Asset Management, LLC and Michael A. Steinberg & Company, Inc. In addition, the securities reported as beneficially owned by Michael A. Steinberg include securities held by Mr. Steinberg's wife and children as well as securities held in trust for Mr. Steinberg's children of which Mr. Steinberg is trustee. b. Percent of Class: 11.42% c. Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 549,168 (ii) Shared power to vote or to direct the vote 0 (iii)Sole power to dispose or to direct the disposition of 549,168 (iv) Shared power to dispose or to direct the disposition 0 Item 5. Ownership of Five Percent or Less of a Class: Not applicable. 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 of Control Person: Not applicable. Item 8. Identification and Classification of Members of the Group: Not applicable. Item 9. Notice of Dissolution of Group: Not applicable. Item 10.Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable 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. Date: January 20, 2010 Steinberg Asset Management, LLC By:/s/ Steven Feld ------------------------ Steven Feld Title: Managing Director By:/s/ Michael A. Steinberg ------------------------ Name: Michael A. Steinberg JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated January 20, 2010, (the "Schedule 13G/A"), with respect to the Common Stock of Providence and Worcester Railroad Company is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 20th day of January 2010. Steinberg Asset Management, LLC By:/s/ Steven Feld ------------------------ Steven Feld Title: Managing Director By:/s/ Michael A. Steinberg ------------------------ Name: Michael A. Steinberg