EAST PROVIDENCE, R.I., Aug. 5 /PRNewswire-FirstCall/ -- Capital
Properties, Inc. (Amex: CPI) (the 'Company') announced that on July 29, 2008,
the Board of Directors of the Company unanimously approved a reverse stock
split with the intended goal of facilitating a going private transaction.
Pending shareholder approval, this transaction would consist of a 75 to 1
reverse split of the Company's common stock. Shareholders holding less than
75 shares of the Company's common stock immediately before the reverse stock
split would, in lieu of owning fractional shares, receive cash consideration
from the Company on pre-split, per share basis to be determined and would no
longer be shareholders of the Company. Conversely, shareholders holding 75 or
more shares of the Company's common stock immediately before the reverse stock
split would receive one share of the Company's common stock for each 75 shares
held by them together with a cash payment for any fractional shares and
continue to be shareholders of the Company.
The anticipated result of the reverse stock split would be to reduce the
Company's number of shareholders of record to less than 300. The Company
would then be able to terminate the registration of its common stock under the
Securities Exchange Act of 1934 and it's listing on the American Stock
Exchange. As a result, the Company's periodic reporting requirements with the
Securities and Exchange Commission ('SEC') would be suspended and the
Company's classification as a public reporting company would cease.
The Company's Board of Directors also approved an amendment to the
Company's Articles of Incorporation to create a Class B Common Stock which
would have the right, among other things, to elect two-thirds of the Board of
Directors.
The Company's shareholders will be asked to approve these proposals at a
special meeting of the shareholders, expected to be held before year-end.
This release may contain 'forward-looking statements' within the meaning
of section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements represent the Company's present expectations or
beliefs concerning future events. The Company cautions that such statements
are necessarily based on certain assumptions which are subject to risks and
uncertainties, including, but not limited to, changes in general economic
conditions and changing competition which could cause actual future results to
differ materially from those indicated herein. Further information on these
risk factors is included in the Company's filings with the SEC.
IMPORTANT INFORMATION
The Company will file a definitive proxy statement and Schedule 13E-3 with
the SEC outlining the reverse stock split and the going private transaction,
along with the creation of the Class B Common Stock. All shareholders are
advised to carefully read the definitive proxy statement and Schedule 13E-3
when available as such documents will contain important information. Once
available, shareholders may obtain a free copy of the proxy statement and
Schedule 13E-3 at the SEC's web site at www.sec.gov.
Prior to the upcoming special meeting, the Company will also mail a copy
of the definitive proxy statement to all shareholders entitled to vote at such
meeting.
INFORMATION REGARDING PARTICIPANTS
Detailed information regarding the names, affiliations and interests of
individuals who are participants in the solicitation of proxies of the
Company's shareholders is available on Schedule 14A filed with the Securities
and Exchange Commission on August 5, 2008.
Contact:
Barbara J. Dreyer
Treasurer
401-435-7171
SOURCE Capital Properties, Inc.