SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 1995
Capital Properties, Inc.
(Exact name of registrant as specified in its charter)
Rhode Island 0-9380 05-0386287
(State or other (Commission IRS Employee Iden-
jurisdiction of File Number) tification No.)
One Hospital Trust Plaza, Suite 920, Providence, RI 02903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 401-331-0100
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On June 28, 1995, Joseph R. DiStefano resigned as President and
as a director of the Registrant. On June 30, 1995, the board of
directors of the Registrant elected Robert H. Eder as a director
to fill the vacancy created by Mr. DiStefano's resignation and as
Chairman of the Board, and further elected Barbara J. Dreyer as
President of the Registrant. Copies of press releases issued by
the Registrant on June 28, 1995 and June 30, 1995 from Mr. Eder,
as Chairman of the Board, to the shareholders of the Company, are
attached hereto as Exhibit A.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CAPITAL PROPERTIES, INC.
By /s/ Barbara J. Dreyer
Barbara J. Dreyer,
President and Treasurer
Date: June 30, 1995
EXHIBIT A
CAPITAL PROPERTIES, INC.
One Hospital Trust Plaza
Suite 920
Providence, Rhode Island 02903
Phone (401) 331-0100
PRESS RELEASE
June 28, 1995
Capital Properties, Inc. (Boston Stock Exchange-CPI) announced
today that Joseph R. DiStefano has resigned as President and as a
member of the board of directors of the Company. Barbara J.
Dreyer, Secretary and Treasurer of the Company, said that Mr.
DiStefano had resigned for personal reasons but declined to
comment further. She said that a meeting of the board of
directors will be held within the next several days to consider
the election of a successor to Mr. DiStefano as President of the
Cmpany and the filling of the vacancy created on the board of
directors.
Capital Properties, Inc. leases certain of its real estate
interests in downtown Providence properties as public parking
facilities, and leases its petroleum storage terminal facilities
in East Providence, Rhode Island. It also leases outdoor
advertising locations and boards along interstae and primary
highways.
CAPITAL PROPERTIES, INC.
One Hospital Trust Plaza
Suite 920
Providence, Rhode Island 02903
Phone (401) 331-0100
PRESS RELEASE
June 30, 1995
Capital Properties, Inc. (Boston Stock Exchange-CPI)
announced today that the board of directors has elected
Barbara J. Dreyer, formerly Secretary and Treasurer and
chief financial officer of the Company, as President to
succeed Joseph R. DiStefano. Mr. DiStefano resigned earlier
this week as President and as a director of the Company for
personal reasons.
Ms. Dreyer will retain her office of Treasurer of the
Company and will continue to serve as chief financial
officer.
The Company further stated that Robert H. Eder, who with his
wife, Linda Eder, owns 52% of the Company's outstanding
stock, has been elected a director to fill the vacancy
created by Mr. DiStefano's resignation and said that he will
serve as Chairman of the Board.
Capital Properties, Inc. leases certain of its real estate
interests in downtown Providence, Rhode Island, operates
other downtown Providence properties as public parking
facilities, and leases its petroleum storage terminal
facilities in East Providence, Rhode Island. It also leases
outdoor advertising locations and boards along interstate
and primary highways.
CAPITAL PROPERTIES, INC.
One Hospital Trust Plaza
Suite 920
Providence, Rhode Island 02903
Phone (401) 331-0100
June 30, 1995
To the Shareholders of
Capital Properties, Inc.:
I regret to report to you the resignation for personal reasons
earlier this week of Joseph R. DiStefano as President and as a
director of Capital Properties, Inc. (the "Company"). Joe was
affiliated with the Company and its predecessors for nearly
thirty years and was instrumental in establishing the Company as
the largest private landowner and lessor in Capital Center in
downtown Providence. His services will be missed.
At a special meeting held today the board of directors elected me
to fill the vacancy on the board created by Joe's resignation,
and I will serve as Chairman of the Board without compensation or
director fees. My wife, Linda, and I are the owners of a
majority of the outstanding common stock of the Company; I am an
attorney and am Chairman of Providence and Worcester Railroad
Company. My wife is Vice President of the Company and will
continue in that office.
The board also elected Barbara J. Dreyer, who has for many years
served as Secretary, Treasurer and chief financial officer of the
Company, as President and Treasurer, and Edwin G. Torrance and
Stephen J. Carlotti, both partners in the Providence law firm of
Hinckley, Allen & Snyder, as Secretary and Assistant Secretary,
respectively. Messrs. Torrance and Carlotti will serve without
compensation.
I am confident that the Company's primary business, that of
leasing its Capital Center parcels as that project continues to
develop, will be ably administered by the officers and board of
directors.
I should also report to you, as recommended by the board and as
permitted by the Company's articles of incorporation, my wife,
Linda, and I, as the owners of a majority of the outstanding
common stock of the Company, have voted our shares to effect
three amendments to the Company's by-laws:
1. To change the date for the annual stockholders meeting to the
Tuesday preceding the last Wednesday in April of each year.
2. To provide for the holding of quarterly board meetings on the
day of the annual stockholders meeting and on the Tuesday
preceding the last Wednesday in the months of July, October and
January.
3. To provide that special meetings of the board of directors
may be called by the Chairman of the Board, the President, any
Vice President or the Treasurer.
To the Shareholders of
Capital Properties, Inc.
June 30, 1995
Page Two
The full texts of the amendments are available to any
stockholder upon request.
I appreciate your continuing confidence in Capital
Properties, Inc.
Very truly yours,
/s/ Robert H. Eder
Robert H. Eder
Chairman of the Board
