PITTSBURGH AND WEST VIRGINIA RAILROAD
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held May 15, 2008
April 15, 2008
To the Shareholders of
Pittsburgh & West Virginia Railroad:
The annual meeting of shareholders of Pittsburgh & West Virginia Railroad
will be held on May 15, 2008, 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.
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 15, 2008, in Charleston, West Virginia, and at any
adjournments thereof. This proxy statement, the accompanying form of proxy
and the 2007 Annual Report will be mailed to shareholders on or before
April 15, 2008.
At the close of business on March 14, 2008, 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.
Election of Trustees
It is intended that all executed proxies, not limited to the contrary,
will be voted for the election as trustees 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. All 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 Principal Occupation Trustee March 31,
Position with Trust Past 5 Years Since 2007
Herbert E. Jones, Jr.
(86) (a) Vice President,
Trustee, Chairman Port Amherst, Ltd. (b) 1968* 4,000
Virgil E. Wenger (76) Certified Public Accountant (c) 1991 200
Trustee, Audit
Committee Chairman
Herbert E. Jones, III Professional Musician
(58) (a) and Businessman 2004 -
Trustee, President
Larry R. Parsons (65) Chairman and Chief Executive 2004 12,500
Officer of Wheeling
& Lake Erie Railway
Company (d)
C. Howard Capito (59) April 2001-present: Principal in 2004 1,000
Shenandoah Northern Company
June 1990-April 2001: Senior Vice
President and Senior Banking
Executive of Bank of America, N.A.
* 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.
(b) For more than 10 years prior to April 1, 1982, Herbert E. Jones, Jr.
was President of Amherst Coal Co.
(c) Virgil E. Wenger is an Independent Consultant. For 25 years he was
a partner of Ernst & Young.
(d) Wheeling & Lake Erie Railway Company is the principal operator and
sublessee over the track leased to Norfolk Southern Corporation and
pays Norfolk Southern Corporation for use of the track.
All trustees and officers of the Trust as a group (6 persons) owned
beneficially 17,700 shares representing 1.172% of the outstanding
shares.
Remuneration
The aggregate remuneration for services in all capacities paid or
accrued in 2007 to all trustees and officers of the Trust as a group
(six in number) was $21,000. This consisted entirely of fees for accounting
services performed by the Trust's secretary-treasurer of $9,000 and trustees
fees of $12,000. 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, 2008. 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 of three Trustees, currently
Virgil E. Wenger, Chairman, Larry R. Parsons, and C. Howard Capito.
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 2007.
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, 2007.
During fiscal year 2007, the Trust paid Gibbons & Kawash $43,500.25
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 Independence Standards Board Standard No. 1, 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, 2007 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 2006 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 24, 2008
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 good will 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
C. Howard Capito
Principal in Shenandoah Northern Company
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:
2006 - 735
2005 - 784