SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)of the Securities Exchange Act of
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....................Capital Properties, Inc..........................
(Name of Registrant As Specified In Its Charter)
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INFORMATION STATEMENT
Capital Properties, Inc.
One Hospital Trust Plaza
Suite 920
Providence, Rhode Island 02903
Phone (401) 331-0100
INTRODUCTION
This Information Statement is being furnished to the holders of common
stock, par value $1.00 per share (the "Common Stock") of Capital Properties,
Inc., a Rhode Island corporation (the "Company"), in connection with the
approval by written consent dated as of May 15, 1997, from the holders of a
majority of the outstanding shares of Common Stock of the Company of an
amendment to the Company's Articles of Incorporation to increase the authorized
capital of the Company from 1,000,000 shares of Common Stock to 3,000,000 shares
of Common Stock (the "Amendment). This Information Statement is being mailed on
or about May 19, 1997, to holders of record of Common Stock of the Company on
May 15, 1997. There were approximately 500 holders of record of Company Common
Stock on such date.
VOTING
As provided by the Rhode Island Business Corporation Act (the "Rhode
Island Law") the Board of Directors (the "Board"), at a meeting held on May 15,
1997, which was attended by all members of the Board, including Robert H. Eder,
the Chairman, approved the proposed Amendment and directed that the Amendment be
submitted to the Company's shareholders for their consideration and approval.
Under the Rhode Island Law, the affirmative vote of a majority of the issued and
outstanding shares of Common Stock is required to approve the Amendment. On May
15, 1997, Robert H. Eder and Linda Eder, who collectively own 523,246 shares, or
52.3%, of the outstanding shares of Common Stock, executed a written consent in
favor of approval of the proposed Amendment. Accordingly, no additional approval
of the Amendment by the Company's shareholders is required.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
<PAGE>
RECOMMENDATION OF THE BOARD
THE BOARD HAS UNANIMOUSLY APPROVED THE PROPOSAL TO AMEND THE COMPANY'S
ARTICLES OF INCORPORATION. THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES
OF COMPANY COMMON STOCK HAVE EXECUTED WRITTEN CONSENTS APPROVING THE PROPOSAL TO
AMEND THE COMPANY'S ARTICLES OF INCORPORATION. NO ADDITIONAL APPROVAL FOR THE
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION IS REQUIRED.
REASON FOR THE AMENDMENT
The Company's Common Stock is currently traded on the Boston Stock
Exchange, symbol "CPI". In the second quarter of 1997, the Board authorized
management to investigate ways to enhance shareholder value by listing on a
stock exchange which would potentially (1) increase trading volume of the
Company's Common Stock and (2) provide improved coverage of the Company by
professional analysts who understand the Company's business and recognize the
Company's value.
Management subsequently entered into negotiations with the American
Stock Exchange (the "AMEX"). The Board determined that listing on the AMEX would
enhance consumer awareness of the Company and increase trading volume of the
Company's Common Stock. As a condition to listing the Company's Common Stock
with the AMEX, the AMEX requires that the Company increase the number of shares
of its authorized, issued and outstanding Common Stock.
On May 15, 1997, in order to satisfy the AMEX's listing requirements,
the Board declared a three-for-one split of its Common Stock (the "Split"), to
be effected in the form of a 200% stock dividend payable on June 16, 1997 (the
"Payment Date") to shareholders of record as of the close of business on June 2,
1997 (the "Record Date"). On the Payment Date, holders of the Company's Common
Stock as of the Record Date shall receive a share certificate representing, in
the aggregate, two (2) additional shares of Common Stock for each share of
Common Stock held on the Record Date. In order to consummate the Split, the
Company's Articles of Incorporation must be amended as provided by the Amendment
to increase the number of shares of authorized Common Stock from 1,000,000
shares to 3,000,000 shares.
The Amendment has been approved by the written consent of holders of a
majority of the issued and outstanding shares of Common Stock. The Amendment
will become effective upon filing with the Rhode Island Secretary of State which
will occur on or about June 9, 1997.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
On March 3, 1997, 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 5% of the Company's
outstanding Common Stock, except as follows:
Number Percent
Name and Address of shares held of Class
Robert H. Eder and Linda Eder 523,246 (1) 52.3%
2441 S.E.Bahia Way
Stuart, Florida 34996
Lance S. Gad 54,760 5.5%
1250 Fence Row Drive
Fairfield, Connecticut 06430
(1) Robert H. Eder and Linda Eder are husband and wife, and each holds 261,623
shares directly.
The following table reflects as of March 1, 1997, the beneficial ownership of
shares of Common Stock of the Company by directors and officers of the Company,
all shares being owned directly except as otherwise noted:
Name of Individual or Shares Percent
Identification of Group Owned of Class
James H. Dodge.................................. 100 *
Gayl W. Doster.................................. 200 *
Barbara J. Dreyer............................... 1,700 *
Robert H. Eder (1).............................. 523,246 52.3%
Harold J. Harris................................ 1,500 *
Henry S. Woodbridge, Jr......................... 1,000 *
All directors and officers as a group (6)....... 527,746 52.8%
(1) Includes 261,623 shares held by his wife, Linda Eder, who was Vice
President of the Company to December 27, 1996.
* Less than 1%
