CAPITAL PROPERTIES, INC.
One Hospital Trust Plaza
Suite 920
Providence, Rhode Island 02903
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 26, 1995
PLEASE TAKE NOTICE that the 1995 annual meeting of shareholders
of Capital Properties, Inc. (the "Company") will be held at the
Turks Head Club, Turks Head Building, 16th Floor, One Turks Head
Place, in Providence, Rhode Island, on Wednesday, April 26, 1995
at 10:00 o'clock A.M., local time, for the following purposes:
(1) To elect five directors to serve for a term of one
year and until their successors are elected and
qualified;
(2) To approve the appointment of Lefkowitz, Garfinkel,
Champi & DeRienzo P.C. as independent auditors of
the accounts of the Company for 1995; and
(3) To transact such other business, if any, as may
properly come before the meeting or any adjournment
or adjournments thereof.
Holders of record of the common stock on the books of the Company
as of the close of business on March 1, 1995 will be entitled to
vote.
By Order of the Board of Directors
BARBARA J. DREYER
Secretary
CAPITAL PROPERTIES, INC.
Providence, Rhode Island
March 31, 1995
Kindly fill in, date and sign the enclosed proxy and promptly
return it in the enclosed addressed envelope, which requires no
postage if mailed in the United States. If you are personally
present at the meeting, the proxy will not be used without your
consent.
CAPITAL PROPERTIES, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 26, 1995
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of
Capital Properties, Inc. (herein called the "Company"), in
connection with the annual meeting of the shareholders to be held
April 26, 1995, and the Company will bear the cost of such
solicitation. It is expected that the solicitation of proxies
will be primarily by mail. Proxies may also be solicited
personally by regular employees of the Company at nominal cost.
The Company may reimburse brokerage houses and other custodians,
nominees and fiduciaries holding stock for others in their names,
or in those of their nominees, for their reasonable out-of-pocket
expenses in sending proxy materials to their principals or
beneficial owners and obtaining their proxies. Any shareholder
giving a proxy has the power to revoke it at any time prior to
its exercise, but the revocation of a proxy will not be effective
until notice thereof has been given to the Secretary of the
Company. Notice of revocation may be delivered in writing to the
Secretary prior to the meeting or may be transmitted orally to
the Secretary at the meeting. Every properly signed proxy will
be voted in accordance with the specifications made thereon.
This proxy statement and the accompanying proxy are expected to
be first sent to shareholders on March 31, 1995.
VOTING AT MEETING
Only shareholders of record at the close of business on March 1,
1995, will be entitled to vote at the meeting. Under the
Company's articles of incorporation, each shareholder has one
vote for every share owned. On the record date, there were
1,000,000 shares of common stock of the Company outstanding.
There were no other outstanding securities of the Company
entitled to vote.
ELECTION OF DIRECTORS
At the annual meeting, five directors are to be elected to hold
office until the next annual meeting and until their respective
successors are elected and qualified. The proxies named in the
accompanying proxy, who have been designated by the Board of
Directors, intend to vote, unless otherwise instructed, for the
election to the Board of Directors of the persons named below,
all of whom, with the exception of Mr. Harris, are now directors
of the Company. Certain information concerning such nominees is
set forth below:
<TABLE>
<CAPTION>
Principal Occupation Director
Name and Age During Past Five Years Since
<S> <C> <C>
Theodore P. Cohen (58).... Attorney at Law, 1984
Partner, Hall, Dickler,
Lawler, Kent and Friedman,
1991 to present; Vice
President and General
Counsel (New York), Banco
Popular de Puerto Rico,
1971-1991
Joseph R. DiStefano (57).. President of the Company 1967
Barbara J. Dreyer (56).... Secretary-Treasurer of 1987
the Company
Harold J. Harris (65)..... President, Wm. H. Harris,
Inc. (Retailer)
Henry S. Woodbridge,Jr.(66) Consultant, 1994 to present; 1990
Retired, 1993-1994;
President, Rhode Island
Anti-Drug Coalition,
1991-1993; Chairman/
Executive Director of
Rhode Island Workforce
2000, 1988 to 1991
</TABLE>
Dates of directorships include directorships of the Company's
predecessors.
The Board of Directors has no standing audit, nominating,
compensation, or similar committee. During 1994, the Board of
Directors held four meetings. Directors whose principal
employment is not with the Company are currently paid a fee of
$750 for attendance at each meeting, together with related
transportation and living expenses.
-2-
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
All Other
Name and Principal Compensation
Position Year Salary ($) $ (1)(2)
<S> <C> <C> <C>
Joseph R. DiStefano, 1994 $241,216 $56,844
President and Chief 1993 $222,856 55,900
Executive Officer... 1992 $206,262
Barbara J. Dreyer, 1994 $111,878 $15,104
Secretary and 1993 $111,927 10,073
Treasurer........... 1992 $100,613
</TABLE>
(1) In accordance with transitional provisions of the executive
officer compensation rules adopted by the Securities and
Exchange Commission, amounts of "All Other Compensation" are
excluded for 1992.
(2) For 1994, included (i) premiums paid under a group life
insurance plan on officers' lives and attibutable to term
life insurance coverage, and (ii) amounts paid directly to
the accounts of officers under the Company's simplified
employee's pension plan:
<TABLE>
<CAPTION>
Life Insurance Employee Pension
Premiums Plan
<S> <C> <C>
Mr. DiStefano $36,594 $20,250
Ms. Dreyer $15,104
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On March 1, 1995, to the best of the Company's knowledge, no
person (including any "group", as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934) was the
beneficial owner of more than five per cent of the Company's
outstanding common stock, $1.00 par value, except as follows:
<TABLE>
<CAPTION>
Number Percent
Name and Address of Shares Held of Class
<S> <C> <C>
Linda Eder and Robert H. Eder 523,246 52.3%
2441 S.E. Bahia Way
Stuart, Florida 34996
</TABLE>
Linda Eder and Robert H. Eder are wife and husband, and each
holds 261,623 shares directly.
-3-
The following table reflects as of February 1, 1995, the
beneficial ownership of shares of common stock of the Company by
directors, nominees for director and officers of the Company, all
shares being owned directly except as otherwise noted:
<TABLE>
<CAPTION>
Name of Individual or Shares Percent
Identification of Group Owned of Class
<S> <C> <C>
Theodore P. Cohen.............. 8,780 *
Joseph R. DiStefano............ 8,000 *
Barbara J. Dreyer.............. 1,700 *
Linda Eder..................... 523,246 52.3%
Harold J. Harris............... -0-
John W. Wall................... 1,000 *
Henry S. Woodbridge, Jr........ 500 *
All directors and officers
as a group (6)................ 543,226 54.3%
</TABLE>
*Less than 1%
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has no audit or similar committee, and as
a matter of corporate practice the shareholders will be asked to
approve the appointment of independent auditors of the accounts
of the Company for the year 1995. The Board of Directors has
recommended that Lefkowitz, Garfinkel, Champi & DeRienzo P.C.,
who acted as independent auditors of the accounts of the Company
for 1994, be appointed as such independent auditors. The Company
has recently been advised by Lefkowitz, Garfinkel, Champi &
DeRienzo P.C., that they have no direct financial interest or any
material indirect financial interest in the Company, nor have
they had any connection during the past three years with the
Company in the capacity of promoter, underwriter, voting trustee,
director, officer or employee.
It is expected that a representative of Lefkowitz, Garfinkel,
Champi & DeRienzo P.C., will be present at the annual meeting
with the opportunity to make a statement if he so desires, and
that such representative will be available to respond to
appropriate questions.
FINANCIAL STATEMENTS
A copy of the annual report of the Company for the year ended
December 31, 1994 is enclosed. Such report is not part of this
proxy statement.
-4-
ADDITIONAL INFORMATION
The Company will provide without charge to each shareholder
entitled to vote at the 1995 annual meeting, on the written
request of any such shareholder, a copy of the Company's annual
report to the Securities and Exchange Commission on Form 10-KSB
for the year 1994. Requests for copies of such report should be
addressed to the Company at One Hospital Trust Plaza, Suite 920,
Providence, Rhode Island 02903, Attention: Secretary-Treasurer.
PROPOSALS FOR 1996 ANNUAL MEETING
The 1996 annual meeting of the shareholders of the Company is
scheduled to be held April 24, 1996. If a shareholder intending
to present a proposal at that meeting wishes to have a proper
proposal included in the Company's proxy statement and form of
proxy relating to the meeting, the shareholder must submit the
proposal to the Company not later than November 30, 1995.
VOTING PROCEDURES
At the annual meeting, the directors will be elected in each case
by vote of the holders of a majority of the shares present or
represented at the meeting.
Shares represented by proxies which are marked "withhold
authority" with respect to the election of any particular nominee
for director, "abstain" with respect to the approval of inde-
pendent auditors, or to deny discretionary authority on any other
matters will be counted as shares present and entitled to vote,
and accordingly any such marking of a proxy will have the same
effect as a vote against the proposal to which it relates.
Brokers who hold shares in street name may lack authority to vote
such shares on certain items, absent specific instructions from
their customers. Shares subject to such "broker non-votes" will
not be treated as shares entitled to vote on the matters to which
they relate and therefore will be treated as not present at the
meeting for those purposes, but otherwise will have no effect on
the outcome of the voting on such matters. It is not presently
anticipated that any matter which might be the subject of a
"broker non-vote" will come before the annual meeting.
-5-
OTHER MATTERS
No business other than that set forth in the attached Notice of
Meeting is expected to come before the annual meeting, but should
any other matters requiring a vote of shareholders arise,
including a question of adjourning the meeting, the persons named
in the accompanying proxy will vote thereon according to their
best judgment in the interests of the Company. In the event any
of the nominees for the office of director should withdraw or
otherwise become unavailable for reasons not presently known, the
persons named as proxies will vote for other persons in their
place in what they consider the best interests of the Company.
By Order of the Board of Directors
BARBARA J. DREYER
Secretary-Treasurer
CAPITAL PROPERTIES, INC.
Dated March 31, 1995
-6-
