PITTSBURGH AND WEST VIRGINIA RAILROAD
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held May 18, 2006
April 17, 2006
To the Shareholders of
Pittsburgh & West Virginia Railroad:
The annual meeting of shareholders of Pittsburgh & West Virginia Railroad
will be held on May 18, 2006, 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 17, 2006,
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 18, 2006, in Charleston, West Virginia, and at any adjournments thereof.
This proxy statement, the accompanying form of proxy and the 2005 Annual
Report will be mailed to shareholders on or before April 17, 2006.
At the close of business on March 17, 2006, 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 2005
Herbert E. Jones, Jr.(85)(a) Vice President, (b) 1968* 4,000
Trustee, Chairman Port Amherst, Ltd.
Virgil E. Wenger (75) Certified Public (c) 1991 200
Trustee, Audit Committee Accountant
Chairman
Herbert E. Jones, III(57)(a) Professional Musician 2004 -
Trustee, President and Businessman
Larry R. Parsons (64) Chairman and Chief 2004 12,500
Executive Officer of
Wheeling & Lake Erie
Railway Company (d)
C. Howard Capito (58) April 2001-present: 2004 1,000
Principal in 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 2005 to all trustees and officers of the Trust as a group (six in number)
was $19,000. This consisted entirely of fees for accounting services
performed by the Trust's secretary-treasurer of $7,000 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, 2006. The
Trust suggests that such proposals be addressed to Robert A. Hamstead, 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 2005.
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, 2006.
During fiscal year 2005, the Trust paid Gibbons & Kawash $51,826.84 for
professional services rendered for the annual audit of the Trust's financial
statements and for reviews of the Trust's financial statements 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, 2005 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 2005 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 A. Hamstead
Robert A. Hamstead
Vice President and Secretary
Treasurer
Dated: April 17, 2006
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.