PITTSBURGH AND WEST VIRGINIA RAILROAD
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held May 13, 2010
March 26, 2010
To the Shareholders of
Pittsburgh & West Virginia Railroad:
The annual meeting of shareholders of Pittsburgh & West Virginia
Railroad will be held on May 13, 2010, 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 12,
2010, 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 13, 2010, in Charleston, West Virginia, and at any
adjournments thereof. This proxy statement, the accompanying form of
proxy and the 2009 Annual Report will be mailed to shareholders on or
before April 13, 2010.
At the close of business on March 12, 2010, 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=383 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 2009 annual report are being furnished to our
shareholders by posting them online. On or about April 13, 2010, 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 2009
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) 2009 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 six 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
six 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 six 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 2.618% of the outstanding
shares.
Remuneration
The aggregate remuneration for services in all capacities paid or
accrued in 2009 to all trustees and officers of the Trust as a group was
$22,800. This consisted entirely of fees for accounting services
performed by the Trust's secretary-treasurer of $12,000 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, 2010.
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 2009.
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, 2009.
During fiscal years 2009 and 2008, respectively, the Trust paid
Gibbons & Kawash $62,292 and $44,280 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, 2009 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: March 26, 2010
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, competitors 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
David H. Lesser
President of Hudson Bay Partners, LP
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:
2009 - 632
2008 - 657
2007 - 685