PITTSBURGH AND WEST VIRGINIA RAILROAD
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held May 14, 2009
April 14, 2009
To the Shareholders of
Pittsburgh & West Virginia Railroad:
The annual meeting of shareholders of Pittsburgh & West Virginia
Railroad will be held on May 14, 2009, at 11:00 A.M., at #2 Port Amherst
Drive, Charleston, West Virginia, for the following purposes:
(1) To elect five trustees to serve until the next annual meeting of
shareholders and until their successors have been elected and qualified.
(2) To transact such other business as may properly come before the
meeting.
The Board of Trustees has fixed the close of business on March 14,
2008, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof.
By order of the Board of Trustees,
/s/ Herbert E. Jones, Jr.
Herbert E. Jones, Jr.
Chairman and Trustee
If you do not expect to attend in person please fill in, date, sign and
return the enclosed proxy in the envelope provided. No postage is
necessary if mailed in the United States.
You may also cast your ballot on-line by following the instructions
included with your proxy.
PITTSBURGH AND WEST VIRGINIA RAILROAD
#2 Port Amherst Drive
Charleston, West Virginia 25306
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Pittsburgh & West Virginia Railroad
(the "Trust") to be used at the annual meeting of shareholders to be held on
May 14, 2009, in Charleston, West Virginia, and at any adjournments
thereof. This proxy statement, the accompanying form of proxy and the
2008 Annual Report will be mailed to shareholders on or before
April 14, 2009.
At the close of business on March 13, 2009, the record date, there were
outstanding and entitled to vote 1,510,000 shares of beneficial interest. Each
share is entitled to one vote on each matter brought before the meeting.
However, for the election of trustees, shareholders are entitled to cumulative
voting; that is, each shareholder will have a number of votes equal to the
number of his shares multiplied by the number of trustees to be elected, and
may cast all such votes for a single nominee or may distribute them among
the nominees in any manner. A proxy may be revoked at any time prior to
the voting thereof, by giving notice to the Secretary of the Trust, in writing
or in open meeting.
The cost of soliciting proxies will be borne by the Trust. Solicitation
may be made by mail or by telephone and telegraph, by officers of the Trust
without extra compensation. The Trust will reimburse brokerage firms and
others for their reasonable expenses in forwarding solicitation material to
the beneficial owners of stock.
Voting
If you hold our beneficial shares in your own name as a holder of record,
you may instruct the proxies to vote your shares through any of the
following methods:
* using the internet, logging on to
www.sendd.com/EZProxy/?project_id=162 to gain access to the
voting site to authorize the proxies to vote your shares;
* signing, dating, and mailing the proxy card in the postage-paid
envelope provided.
Notice of Electronic Availability of Proxy Materials
As permitted by rules adopted by the SEC in 2007, this proxy statement
and our 2008 annual report are being furnished to our shareholders by
posting them online. On or about April 14, 2009, we mailed our
shareholders a notice with instructions on accessing these materials and
voting online. If you received a notice, you will not receive a hard copy of
the proxy materials unless you request them. If you would like to receive a
hard copy of our proxy materials, follow the instructions on the notice.
Election of Trustees
The persons named in the proxy card intend to vote the proxy for the
election of the five nominees listed below, each to hold office until the next
annual meeting of shareholders, or until their successors are elected and
qualified, unless you indicate on the proxy card that your vote should be
withheld from any or all of the nominees. Four of the nominees are
members of the present Board of Trustees, and were elected at the last
Annual Meeting of Shareholders. If any nominee becomes unavailable for
any reason, the proxies will be voted for the election of such substitute as
may be designated by management.
Owned at
Nominee (Age) and Trustee March 31,
Position with Trust Since 2008
Herbert E. Jones, Jr. (86) 1968* 4,000
Trustee, Chairman (a)
Virgil E. Wenger (76) 1991 200
Trustee, Audit Committee
Chairman (b)
Herbert E. Jones, III (58) 2004 -
Trustee, President (c)
Larry R. Parsons (65) (d) 2004 12,500
Trustee
David H. Lesser (43) (e) N/A 22,825
* Was a director of the Trust's predecessor, Pittsburgh & West Virginia
Railway Company, at the time such predecessor was completely liquidated
and dissolved.
(a) Herbert E. Jones, Jr. is the father of Herbert E. Jones, III, President.
For more than 10 years, prior to April 1, 1982, Herbert E. Jones, Jr.
was President of Amherst Coal Co. He is currently Vice President of
Port Amherst Industries. Herbert has been Chairman of the Board of
Trustees since 2002.
(b) Virgil E. Wenger is currently, and has been for the past five years, an
Independent Consultant who primarily works with new start up
ventures needing accounting services and financial planning assistance
to determine investment and working capital needs. He also serves as
Chief Financial Officer for two private companies: Shareholder
Intelligence Services, the company provides information to publically
traded client companies of shareholder ownership, broker activity, and
related analytics; Econergy Corporation, the company manufactures
and markets proprietary air conditioning systems. In addition, he
serves as a Director of Advance Nanotech, Inc., which is a public
company. Virgil has been Audit Committee Chairman since 2005, and
is considered to be an independent trustee.
(c) Herbert E. Jones, III is a retired businessman, and within the past five
years, has been a contract artist with Fictitious Records of Nashville,
TN until October of 2007. He has been President since 2006.
(d) Larry Parsons is Chairman and Chief Executive Officer of Wheeling &
Lake Erie Railway Company. Wheeling & Lake Erie Railway
Company is the principal operator and sublessee of the railroad assets
leased to Norfolk Southern Corporation by the Trust. He is a member
of the Audit Committee.
(e) David Lesser is currently, and has been for the past five years, the
President of Hudson Bay Partners, LP, which is an investment firm
focused on real estate and real estate related situations. He also serves
as a Trustee for the Town Hall of New York.
All trustees and officers of the Trust as a group (5 persons) owned
beneficially 39,525 shares representing 2.419% of the outstanding shares.
Remuneration
The aggregate remuneration for services in all capacities paid or accrued
in 2008 to all trustees and officers of the Trust as a group was $19,800. This
consisted entirely of fees for accounting services performed by the Trust's
secretary-treasurer of $9,000 and trustees fees of $10,800. The Trust does
not have pension, profit-sharing or deferred compensation plans, or any
other form of remuneration.
Shareholder Proposals
Any shareholder proposal intended to be presented at the next annual
meeting must be received by the Trust no later than December 15, 2009.
The Trust suggests that such proposals be addressed to Robert R. McCoy,
Vice President and Secretary-Treasurer, #2 Port Amherst Drive, Charleston,
WV 25306, and sent by certified mail, return receipt requested.
Audit Committee
The Audit Committee's responsibilities include: (a) selection of the
Trust's independent auditors, (b) discussing the arrangements for the
proposed scope and the results of the annual audit with management and the
independent auditors, (c) reviewing the scope of any non-audit professional
services provided by the independent auditors, and (d) obtaining from both
management and the independent auditors their observations on the Trust's
system of internal accounting controls. The Trustees have adopted a written
charter setting forth the responsibilities of the Audit Committee. A copy of
that charter is attached to this Proxy Statement.
The Audit Committee consists currently of two Trustees, Virgil E.
Wenger, Chairman and Larry R. Parsons. Mr. Wenger is an audit
committee financial expert as that term is defined by the United States
Securities and Exchange Commission (SEC). Each member is able to read
and understand basic financial statements, including a balance sheet,
income statement and statement of cash flows. The Audit Committee met
five times during 2008.
Independent Accountants
The firm of Gibbons & Kawash has served as the Trust's independent
auditors since 1995 and has been selected by the Audit Committee to
perform the audit of the financial statements as of and for the year
ending December 31, 2008.
During fiscal years 2008 and 2007, respectively, the Trust paid Gibbons
& Kawash $44,280 and $43,500 for professional services rendered for the
annual audit of the Trust's financial statements and for reviews of the
Trust's financial statements filed in quarterly reports on Form 10-Q filed
with the SEC.
A representative of Gibbons & Kawash will be in attendance at the
annual meeting to answer appropriate questions concerning the audit of the
financial statements.
Audit Committee Report
The Audit Committee has reviewed and discussed the financial
statements with management and the auditors, including the critical
accounting policies on which the financial statements are based. The
Committee discussed with the auditors their independence, received the
letter from the independent auditors required by PCAOB Rule 3520,
and the matters required to be discussed by Statement on Auditing
Standards No. 61. The Committee recommended to the Trustees that the
audited financial statements for the year ended December 31, 2008
be included in the Trust's annual report on Form 10-K for that year.
Other Matters
The Audit Committee Charter and the Code of Conduct and Ethics, with
which all officers and trustees must comply, are attached to this proxy
statement.
The Board of Trustees does not have nominating, or compensation
committees, or any committee performing similar functions. The Board held
one regularly scheduled meeting during 2008 and on five occasions during
the year, the trustees, after conferring, adopted Board resolutions by
unanimous written consent. All of the trustees were in attendance at those
meetings.
Management knows of no other matters which are likely to be brought
before the meeting, but if any such matters properly come before the
meeting, the persons designated as proxies will vote thereon in accordance
with their best judgment.
This report includes the Trust's current Annual Report on Form
10-K, as filed with the Securities and Exchange Commission. If desired,
an additional copy is available to shareholders, without charge, upon
written request to the Vice President and Secretary-Treasurer of the
Trust at #2 Port Amherst Drive, Charleston, WV 25306.
/s/ Robert R. McCoy
Robert R. McCoy
Vice President and Secretary
Treasurer
Dated: April 14, 2009
PITTSBURGH & WEST VIRGINIA RAILROAD
AUDIT COMMITTEE CHARTER
Organization
There shall be a committee of the board of directors to be known as the
audit committee. The audit committee shall be composed of at least three
directors who are independent of the management of the corporation and are
free of any relationship that, in the opinion of the board of directors, would
interfere with their exercise of independent judgment as a committee
member.
Statement of Policy
The audit committee shall provide assistance to the corporate directors
in fulfilling their responsibility to the shareholders, potential shareholders,
and investment community relating to corporate accounting, reporting
practices of the corporation, and the quality and integrity of the financial
reports of the corporation. In so doing, it is the responsibility of the audit
committee to maintain free and open means of communication between the
directors, the independent auditors, and the financial management of the
corporation.
Responsibilities
In carrying out its responsibilities, the audit committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices of the corporation are in
accordance with all requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
* Review and recommend to the directors the independent auditors to
be selected to audit the financial statements of the corporation.
* Review written disclosures regarding independence from the
independent auditors required by Independent Standards Board
Standard No. 1.
* Meet with the independent auditors and financial management of
the corporation to review the scope of the proposed audit for the
current year and the audit procedures to be utilized, and at the
conclusion thereof review such audit, including any comments or
recommendations of the independent auditors.
* Review with the independent auditors and accounting personnel the
critical accounting policies on which the financial statements are
based, the adequacy and effectiveness of the accounting and
financial controls of the corporation, and elicit any
recommendations for the improvement of such internal control
procedures or particular areas where new or more detailed controls
or procedures are desirable. Particular emphasis should be given
to the adequacy of such internal controls to expose any payments,
transactions, or procedures that might by deemed illegal or otherwise
improper. Further, the committee periodically should review company
policy statements to determine their adherence to the code of
conduct.
* Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to
determine that the independent auditors are satisfied with the
disclosure and content of the financial statements to be presented
to the shareholders. Any changes in accounting principles should be
reviewed.
* Provide sufficient opportunity for the independent auditors to meet
with the members of the audit committee without members of
management present. Among the items to be discussed in these
meetings are the independent auditors' evaluation of the
corporation's accounting, personnel, and the cooperation that the
independent auditors received during the course of the audit.
* Review accounting and financial human resources and succession
planning within the company.
* Submit the minutes of all meetings of the audit committee to, or
discuss the matters discussed at each committee meeting with, the
board of directors.
* Investigate any matter brought to its attention within the scope of its
duties, with the power to retain specialists and outside counsel for
this purpose if, in its judgment, that is appropriate.
PITTSBURGH & WEST VIRGINIA RAILROAD
CODE OF CONDUCT AND ETHICS
Introduction
This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may
arise, but it sets out basic principles to guide officers and trustees of the
Company. All of our officers and trustees must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior.
The Company has no employees. However, should the Company's
operations require employees in the future, this Code of Conduct and Ethics
will apply to any and all employees.
If a law conflicts with a policy in this Code, you must comply with the
law; however, if a local custom or policy conflicts with this Code, you must
comply with the Code. If you have any questions about these conflicts, you
should ask the chief executive officer how to handle the situation.
Those who violate the standards in this Code will be subject to
disciplinary action which may include immediate termination. If you are in
a situation which you believe may violate or lead to a violation of this Code,
follow the procedures described in Sections 11 and 12 of this Code.
1. Ethical Conduct and Legal Compliance
Obeying the law, both in letter and in spirit, is the foundation on which
this Company's ethical standards are built. All officers and trustees must
obey the laws of the United States and the cities and states in which we
operate. Although not all officers and trustees are expected to know the
details of these laws, it is important to know enough to determine when to
seek advice from counsel or others.
Beyond compliance with laws, the Company requires that all its officers
and trustees act in a manner which meets the highest standards of ethical
behavior. The honesty and integrity of our business conduct must not be
compromised. The Company will not condone ethical violations for the
sake of personal gain, personal advantage, expediency, or perceived
business advantage.
2. Accounting and Auditing Matters
The Company's requirement that officers and trustees follow the highest
ethical standards applies directly to all actions which involve business
accounting, financial reporting, internal accounting controls, auditing
matters, and public disclosure obligations in filings with the Securities and
Exchange Commission and all public communications by the Company.
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions.
All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal
requirements and to the Company's system of internal controls.
Business records and communications often become public, and we
should avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Records
should always be retained or destroyed according to the Company's record
retention policies. In accordance with those policies, in the event of
litigation or governmental investigation please consult the chief executive
officer or counsel.
The Audit Committee of the Company has adopted special procedures
for the receipt, retention, and treatment of complaints regarding accounting,
internal accounting controls, or auditing matters. These procedures are set
out in Sections 11 and 12 of this Code.
3. Conflicts of Interest
A "conflict of interest" exists when a person's private interest may or
does interfere with the interests of the Company. A conflict can arise when
an officer or trustee takes actions or has interests that may make it difficult
to perform his or her Company work objectively and effectively. Conflicts
of interest may also arise when an officer or trustee, or member of his or her
family, receives improper personal benefits as a result of his or her position
with the Company.
It is almost always a conflict of interest for a Company to work
simultaneously for a competitor, customer or supplier as an employee,
consultant, or board member. The best policy is to avoid any direct or
indirect business connection with our competitors, customers or suppliers,
except on our behalf. Conflicts of interest are prohibited as a matter of
Company policy, except in circumstances approved by the Board of
Trustees or the Audit Committee of the Board.
Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with the chief executive officer or counsel.
Any officer or trustee who becomes aware of a conflict or potential conflict
should bring it to the attention of the chief executive officer or follow the
procedures described in Section 11 of this Code.
Officers and trustees owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises. In particular:
* No payments, loans, employment or promises of employment,
investment opportunities, vacation trips, gifts or entertainment (other
than entertainment conforming to generally accepted business
practices or gifts of nominal value not reasonable calculated to
influence a decision) may be offered to or accepted by any officer or
trustee or a relative of such a person as a condition of the initial or
continued engagement of a consultant, broker, vendor or third party
working for the Company.
* No payments (other than fees for services), loans, employment or
promises of employment, investment opportunities, vacation trips,
gifts or entertainment (other than entertainment conforming to
generally accepted business practices or gifts of nominal value not
reasonably calculated to influence a decision) may be offered to or
accepted by any consultant, broker, vendor, government official or a
relative of such third party in connection with any services being
performed for the Company.
* No officer or trustee may recommend any third party for work for
the Company where the third party's compensation is paid on the
basis of any kickback or fee sharing arrangement with the officer or
trustee, nor may an officer or trustee recommend any third party
without full disclosure and written approval by the chief executive
officer, if such third party has any familial or pre-existing monetary
relationship with the officer or trustee or if such officer or trustee
has an equity or stock ownership position in such third party.
* No employee shall, in his capacity as an employee, make any loan,
donation, contributions or payment to a political party, candidate, or
political action committee, for or on behalf of the Company, nor
shall an employee of the Company reimburse any individual who
does. (Nothing contained in this tenet shall prohibit an employee
from taking any of the above actions in his or her name, provided
that the action is exclusively on the employee's own accord and is
not an indirect means of accomplishing one of the prohibited
actions).
* No employee shall use or appropriate materials, property,
equipment, systems and procedures (if proprietary in nature) owned
by the Company for his or her own personal financial gain except to
the extent necessary for the performance of his or her duties for the
Company.
In short, the purpose of business entertainment and gifts in a
commercial setting is to create goodwill and sound working relationships,
not to gain unfair advantage with customers. No gift or entertainment
should be offered, given, provided or accepted by any Company employee,
family member of an employee unless it: (1) is not a cash gift, (2) is
consistent with customary business practices, (3) is not excessive in value,
(4) cannot be construed as a bribe and is not reasonably calculated to
influence a decision and (5) does not violate any laws or regulations. Please
discuss with the chief executive officer any gifts or proposed gifts which
you are not certain are appropriate.
* No officer or trustee shall purchase or obtain any goods or services
from any of the Company's vendors or suppliers without the prior
written approval of the President of the Company.
4. Insider Trading
Officers and trustees who have access to confidential information are
not permitted to use or share that information for stock trading purposes or
for any other purpose except the conduct of our business and in strict
conformance with all applicable laws and SEC regulations. All non-public
information for personal financial benefit or to "tip" others who might make
an investment decision on the basis of this information is not only unethical
but also illegal. The Company's policy on insider trading is set forth more
fully in the "Policy Statement on Dealing with Company Information,
Including Inside Information and Securities Insider Trading" furnished to
all officers and trustees. If you have any questions, please consult the
Company's General Counsel.
5. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. We seek
competitive advantages through superior performance, never through
unethical or illegal business practices. Stealing proprietary information,
possessing trade secret information that was obtained without the owner's
consent, or inducing such disclosures by past or present employees of other
companies is prohibited. Each officer and trustee should endeavor to respect
the rights of and deal fairly with the Company's customers, suppliers,
ompetitors and employees. No unfair advantage should be taken of anyone
through manipulations, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.
6. Discrimination, Harassment and Retaliation
This policy prohibits discrimination against any person who provides
information to a federal regulatory or law enforcement agency, a member of
Congress or any committee of Congress, or to the chief executive officer
concerning conduct which the employee reasonably believes constitutes a
violation of securities laws or any provision of federal law relating to fraud
against shareholders.
No officer or trustee may retaliate against an individual for bringing a
complaint of discrimination or for participating in an investigation or
proceeding involving a complaint of discrimination.
No one may take any action harmful to any person for providing to a
law enforcement officer any truthful information relating to the commission
or possible commission of any federal offense.
7. Confidentiality
Officers and trustees must maintain the confidentiality of the
information entrusted to them or its customers, except when disclosure is
authorized by the chief executive officer or required by law. Confidential
information includes all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed. It
also includes information that suppliers and customers have entrusted to us.
The obligation to preserve confidential information continues even after
employment ends.
8. Protection and Proper Use of Company Assets
Officers and trustees should endeavor to protect the Company's assets
and ensure their efficient use. Theft, carelessness and waste have a direct
impact on the Company's profitability. Any suspected incident of fraud or
theft should be immediately reported for investigation.
The obligation of officers and trustees to protect the Company's assets
includes the Company's proprietary information. Proprietary information
includes business, marketing and service plans, records, salary information
and any unpublished financial data and reports. Unauthorized use or
distribution of this information would violate Company policy. It could also
be illegal and result in civil or even criminal penalties.
9. Payments to Government Personnel
It is strictly prohibited to make illegal payments to government officials
of any country. In addition, the U.S. Government has a number of laws and
regulations regarding business gratuities which may be accepted by U.S.
Government personnel. The promise, offer or delivery to an official or
employee of the U.S. government of a gift, favor or other gratuity in
violation of these rules would not only violate Company policy but could
also be a criminal offense. State and local governments, as well as foreign
governments, may have similar rules.
10. Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code for executive officers or trustees may be made
only by the Board or the Audit Committee and will be promptly disclosed
as required by law or stock exchange regulation.
11. Reporting/Investigation Procedures
Any officer or trustee who reasonably believes that there has been a
material violation of this Code of Conduct should report it immediately to
the chief executive officer and Audit Committee. The investigation will be
handled discreetly and appropriately, and the information will be disclosed
to others only on a need to know basis and as required by law. There will be
no adverse action taken against anyone who reports violations of the Code
of Conduct or who participate in the investigation. If the investigation leads
to a conclusion that a material violation of the Code of Conduct has
occurred, the Company will take appropriate corrective action which may
include removal from a position as trustee or officer.
The Company recognizes the potentially serious impact of a false
accusation. This Code of Conduct requires officers and trustees to act
responsibly in making complaints. Making a complaint without a good faith
basis is itself an ethical violation.
12. Special Procedures for Reporting/Investigation Complaints
Regarding Accounting, Internal Accounting Controls, and Auditing
Matters
Any officer or trustee who reasonably believes that there has been a
material violation of the Code of Conduct caused by questionable
accounting or auditing matters has the right to submit a confidential,
anonymous complaint to the Audit Committee. The complaint should be
made in written form and provide sufficient information so that a reasonable
investigation can be conducted.
Trustees
Herbert E. Jones, Jr.
Vice-President
Port Amherst, Ltd.
Virgil E. Wenger
Independent Consultant
Herbert E. Jones, III
Professional Musician and Businessman
Larry R. Parsons
Chairman and Chief Executive Officer of
Wheeling & Lake Erie Railway Company
Officers
Herbert E. Jones, Jr. Chairman of the Board
Herbert E. Jones, III President
Robert R. McCoy Vice President, Secretary and Treasurer
Transfer Agent and Registrar
Mellon Investor Services, L.L.C.
Overpeck Center
85 Challenger Road
Ridgefield Park, NJ 07660-2108
(800) 756-3353
www.melloninvestor.com
Stock Listing
American Stock Exchange
Ticker Symbol "PW"
Number of Shareholders
Of record at December 31:
2007 - 685
2006 - 735