<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Capital Properties, Inc.
(Name of Registrant as Specified In Its Charter)
Capital Properties, Inc.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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CAPITAL PROPERTIES, INC.
100 DEXTER ROAD
EAST PROVIDENCE, RHODE ISLAND 02914
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 2000
PLEASE TAKE NOTICE that the 2000 annual meeting of shareholders of Capital
Properties, Inc. (the "Company") will be held at the offices of Hinckley, Allen
and Snyder, 1500 Fleet Center in Providence, Rhode Island, on Tuesday, April 25,
2000 at 2:00 o'clock P.M., local time, for the following purposes:
(1) To elect five directors to serve for a term of one year 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 2000; 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, 2000 will be entitled to vote.
By Order of the Board of Directors
STEPHEN J. CARLOTTI
Secretary
East Providence, Rhode Island
March 16, 2000
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.
<PAGE> 3
CAPITAL PROPERTIES, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 2000
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of Capital
Properties, Inc. (the "Company"), in connection with the annual meeting of
shareholders to be held April 25, 2000, 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 16, 2000.
VOTING AT MEETING
Only shareholders of record at the close of business on March 1, 2000, 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 3,000,000 shares of common stock of the Company
outstanding. There were no other outstanding securities of the Company entitled
to vote.
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 independent 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.
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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 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>
Ronald P. Chrzanowski (57)...... President of the Company, January 1, 1998 to present; Vice 1998
President of the Company, November 12, 1997 to December 31,
1997; Vice President of Providence and Worcester Railroad
Company, 1983-1997
James H. Dodge (59)............. Chairman, Chief Executive Officer and President, Providence 1997
Energy Corporation
Robert H. Eder (67)............. Chairman of the Company, June 30, 1995 to present; 1995
Chairman, Providence and Worcester Railroad Company, 1983
to present
Harold J. Harris (71)........... President, Wm. H. Harris, Inc. (Retailer) 1995
Henry S. Woodbridge, Jr. (71)... Consultant 1990
</TABLE>
Mr. Eder is also a director of Providence and Worcester Railroad Company.
Mr. Dodge is also a director of Providence Energy Corporation. Mr. Harris is
also a director of The Fairchild Corporation.
The Board of Directors has an Audit Committee and a Compensation Committee
both currently comprised of Messrs. Dodge, Harris and Woodbridge. The Audit
Committee is responsible for overseeing the establishment and maintenance of an
effective financial control environment for the Company, for overseeing
procedures for evaluating the system of internal accounting control and for
evaluating audit performance. The Compensation Committee is responsible for
recommending to the full Board of Directors appropriate compensation levels for
all officers of the Company. The Board does not have a nominating committee or a
committee performing a similar function.
The Board of Directors held four meetings during the fiscal year ended
December 31, 1999 and the Audit Committee and Compensation Committee each held
one meeting during the fiscal year ended December 31, 1999.
Directors, other than directors who are employed by the Company, received a
fee of $750 for attendance at each meeting of the Board of Directors, together
with related transportation and living expenses. Each member of the Audit
Committee and Compensation Committee received $250 for each attended meeting of
that committee.
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EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the
Company during the three-year period ended December 31, 1999, to each of its
executive officers who earned more than $100,000 in salary and bonus in 1999,
for services rendered in all capacities to the Company during 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY COMPENSATION(1)
--------------------------- ---- ------ ---------------
<S> <C> <C> <C>
Robert H. Eder, Chairman................................ 1999 $155,000 $ -0-
1998 155,000 -0-
1997 155,000 -0-
Ronald P. Chrzanowski, President........................ 1999 150,000 11,250
1998 150,000 11,250
1997 2,250 -0-
Barbara J. Dreyer, Treasurer............................ 1999 118,166 8,862
1998 109,000 8,175
1997 150,000 11,250
</TABLE>
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(1) Amounts paid directly to the retirement accounts of employees under the
Company's simplified employee pension plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On March 1, 2000, 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>
PERCENT
NUMBER OF OF
NAME AND ADDRESS SHARES HELD CLASS
---------------- ----------- -------
<S> <C> <C>
Robert H. Eder and Linda Eder............................... 1,569,738(1) 52.3%
2441 S.E. Bahia Way
Stuart, Florida 34996
Lance S. Gad................................................ 164,280 5.5%
250 Fence Row Drive
Fairfield, Connecticut 06430
</TABLE>
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(1) Robert H. Eder and Linda Eder are husband and wife, and each holds 784,869
shares directly.
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The following table reflects as of March 1, 2000, 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>
Ronald P. Chrzanowski....................................... 2,060 *
James H. Dodge.............................................. 300 *
Barbara J. Dreyer........................................... 6,000 *
Robert H. Eder (1).......................................... 1,569,738 52.3%
Harold J. Harris (2)........................................ 11,000 *
Henry S. Woodbridge, Jr..................................... 4,500 *
All seven directors and officers as a group................. 1,593,598 53.2%
</TABLE>
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* Less than 1%
(1) Includes 784,869 shares held by his wife, Linda Eder.
(2) Includes 1,000 shares held by his wife in her name
CERTAIN TRANSACTIONS
In 1988, in accordance with a plan of distribution, the Company transferred
the ownership of Providence and Worcester Railroad Company (Railroad) to the
Company's shareholders. The Company and Railroad have a common controlling
shareholder. As part of the plan, the Company received a promissory note in the
amount of $9,377,000 payable over a period of twenty years with interest at 12%
per year (reduced to 10% in 1995), prepayable at any time without penalty. In
March 1998, Railroad prepaid the note in full.
The Wilkesbarre Pier (the Pier) is a deep-water pier in East Providence,
Rhode Island, which is integral to the operation of the petroleum storage
facilities (the Facilities) in East Providence, Rhode Island. The Pier and the
Facilities are connected by two petroleum pipelines. In 1995, the Company and
Railroad (the owner of the Pier) entered into an agreement which, among other
provisions, gave the Company the right to acquire the Pier for $1.
Effective January 1, 1998, Railroad and a company which uses the Pier to
off-load product (Oil Company) entered into an agreement (the Agreement) whereby
Oil Company agreed to pay annual fees for five years, which range from $185,000
to $235,000. Under the terms of the Agreement, the owner of the Pier is not
required to make any repairs to the Pier. The Agreement may be terminated by Oil
Company upon ninety (90) days' notice only in the event of a failure of a
component of the Pier that the owner does not repair.
In January 1998, the Company exercised its right and acquired the Pier; and
Railroad assigned its rights under the Agreement to the Company.
A trust for the benefit of the Company's controlling shareholder (the
Trust) was party to an agreement (the Pipeline Agreement) with respect to the
use of the two petroleum pipelines which connect the Pier to the Facilities.
Since February 1983, the Company and any operator of its Facilities have had the
right to use the pipelines for the transportation of petroleum products in
consideration for which the Company assumed all of the Trust's obligations for
repair and maintenance under the Pipeline Agreement and agreed to pay to the
Trust a fee based upon the number of barrels of product transported through the
pipelines. In 1997, the
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Company paid $20,000 to the Trust and was not required to make any payment with
respect to maintenance and other expenses.
In December 1997, the Trust entered into an agreement with the owner of the
two petroleum pipelines (Pipeline Company), under which Pipeline Company
released the Trust from liability in connection with the pipelines for any costs
incurred by Pipeline Company prior to the date of the agreement. Further, under
the agreement the Trust is responsible for its proportionate share of any future
repair or replacement to the pipelines in excess of $25,000. The Company had the
option to purchase the rights of the Trust under the Pipeline Agreement and
exercised its option in January 1998, acquiring all rights of the Trust for
$50,000.
INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of 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 1999, be appointed as independent auditors of
the accounts of the Company for the year 2000. 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,
1999 is enclosed. Such report is not part of this proxy statement.
ADDITIONAL INFORMATION
The Company will provide without charge to each shareholder entitled to
vote at the 2000 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 1999. Requests for copies of such report should be
addressed to the Company at 100 Dexter Road, East Providence, Rhode Island
02914, Attention: Treasurer.
PROPOSALS FOR 2001 ANNUAL MEETING
The 2001 annual meeting of the shareholders of the Company is scheduled to
be held April 24, 2001. 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 24, 2000.
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<PAGE> 8
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
STEPHEN J. CARLOTTI
Secretary
Dated March 16, 2000
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CAPITAL PROPERTIES, INC.
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned, whose signature appears on the reverse side of this proxy,
hereby appoints Robert H. Eder and Stephen J. Carlotti, or either of them, each
with full power of substitution, acting jointly or singly if only one be present
and acting, with all the powers the undersigned would possess if personally
present, to vote the stock of the undersigned in Capital Properties, Inc. at the
annual meeting of shareholders to be held on April 25, 2000 in Providence, Rhode
Island, and at any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS:
FOR all nominees listed below WITHHOLD AUTHORITY to vote
except as marked to the for all nominees listed
contrary below ___ below ______
R. P. Chrzanowski, J. H. Dodge, R. H. Eder, H. J. Harris, and
H. S. Woodbridge, Jr.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
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2. PROPOSAL TO APPROVE THE APPOINTMENT OF LEFKOWITZ, GARFINKEL, CHAMPI &
DERIENZO P.C. as independent public accountants of the Company for 1999.
_____FOR _____AGAINST _____ABSTAIN
3. In their discretion, upon such other matters as may properly come before the
meeting.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted for Proposals 1 and 2.
PLEASE SIGN, DATE AND RETURN THIS PROXY
(Sign exactly as your names appear Signed__________________________________
hereon. When signing as attorney,
executor, administrator, trustee, ________________________________________
guardian or in a corporate capacity,
please give full title as such. Dated ______________________________2000
In case of joint tenants or multiple
owners, each party must sign.)
