Edgar Filing: CAPITAL PROPERTIES INC /RI/

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT [ ] 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)(1) 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 29, 2003

PLEASE TAKE NOTICE that the 2003 annual meeting of shareholders of Capital
Properties, Inc. (the Company) will be held at the offices of Hinckley, Allen
and Snyder LLP, 1500 Fleet Center in Providence, Rhode Island, on Tuesday, April
29, 2003 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 duly elected and qualified;

(2) To ratify the appointment of Lefkowitz, Garfinkel, Champi & DeRienzo
P.C. as independent auditors of the accounts of the Company for
2003; 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 3, 2003 will be entitled to vote.

By Order of the Board of Directors

STEPHEN J. CARLOTTI
Secretary

East Providence, Rhode Island
March 11, 2003

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 29, 2003

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 29, 2003. 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 or about March 25, 2003.

VOTING AT MEETING

Only shareholders of record at the close of business on March 3, 2003, will be
entitled to vote at the meeting. Under the Company's articles of incorporation,
as amended, each shareholder has one vote for every share of common stock owned.
On the record date, there were 3,000,000 shares of Class A Common Stock and
299,956 shares of Class B 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.

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:

Principal Occupation Director
Name and Age During Past Five Years Since
------------ ---------------------- --------

Ronald P. Chrzanowski (60)........... President of the Company, January 1, 1998 1998
to present; Vice President of the Company,
November 12, 1997 to December 31, 1997;
Vice President of Providence and Worcester
Railroad Company, 1983-1997

Robert H. Eder (70).................. Chairman of the Company, June 30, 1995 1995
to present; Chairman, Providence and Worcester
Railroad Company, 1983 to present

Harold J. Harris (74)................ President, Wm. H. Harris, Inc. (Retailer) 1995

Harris N. Rosen (69)................. Consultant and Mediator; Executive Director, 2001
Jewish Federation of Rhode Island, July to
October 2000; President, E. Rosen Company,
f/k/a School House Candy Company, 1956-1998
(E. Rosen Company was petitioned into receiver-
ship in the State of Rhode Island on July 31, 1998)

Henry S. Woodbridge, Jr. (74)........ Consultant 1990

Mr. Eder is also a director of Providence and Worcester Railroad Company. 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. Harris, Rosen 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.

During the fiscal year ended December 31, 2002, the Board of Directors held five
meetings, the Audit Committee held four meetings and the Compensation Committee
held one meeting.

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.

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid or accrued by the Company
during the three-year period ended December 31, 2002, to each of its executive
officers who earned more than $100,000 in salary and bonus in 2002, for services
rendered in all capacities to the Company during 2002.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

Name and Principal All Other
Position Year Salary Compensation(1)
------------------------------------ ----- ------- ---------------

Robert H. Eder, Chairman 2002 167,488 $ -0-
2001 164,789 -0-
2000 159,185 -0-

Ronald P. Chrzanowski, 2002 162,084 12,156
President 2001 159,473 11,960
2000 154,050 11,554

Barbara J. Dreyer, Treasurer 2002 128,587 9,644
2001 126,515 9,489
2000 122,213 9,166

(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 3, 2003, 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, $.01 par value, except as follows:

Class A Class B
Number of Percent Number of Percent
Name and Address shares held of Class shares held of Class
---------------- ----------- -------- ----------- --------

Robert H. Eder and Linda Eder 1,569,7382(1) 52.3% 156,972(1) 52.3%
2441 S.E. Bahia Way
Stuart, Florida 34996

Lance S. Gad 173,680 5.8% 17,368 5.8%
1250 Fence Row Drive
Fairfield, Connecticut 06430

The following table reflects as of March 3, 2003, the beneficial ownership of
shares of Class A Common Stock and Class B Common Stock of the Company by
directors, nominees for director and officers of the Company, all shares being
owned directly except as otherwise noted:

Class A Class B
------------------------- -------------------------
Name of Individual or Number of Percent Number of Percent
Identification of Group shares held of Class shares held of Class
----------------------- ----------- -------- ----------- --------

Ronald P. Chrzanowski................ 3,000 * 300 *
Barbara J. Dreyer.................... 6,000 * 600 *
Robert H. Eder....................... 1,569,738(2) 52.3% 156,972(3) 52.3%
Harold J. Harris..................... 11,000(4) * 1,100(5) *
Harris N. Rosen...................... 1,500 * 60 *
Henry S. Woodbridge, Jr.............. 5,000 * 600 *
All seven directors and officers
as a group...................... 1,596,438 53.2% 159,642 53.2%

* Less than 1%

(1) Robert H. Eder and Linda Eder are husband and wife, and each holds 784,869
shares of Class A Common Stock directly and 78,486 shares of Class B
Common Stock directly.

(2) Includes 784,869 shares Class A Common Stock held by his wife, Linda Eder.

(3) Includes 78,486 shares Class B Common Stock held by his wife, Linda Eder.

(4) Includes 1,000 shares Class A Common Stock held by his wife in her name.

(5) Includes 100 shares Class B Common Stock held by his wife in her name.

AUDIT COMMITTEE REPORT

The Audit Committee is composed of three directors, all of whom are independent
as defined by the American Stock Exchange listing standards. The Audit Committee
operates under a written charter first adopted and approved by the Board of
Directors on July 25, 1995.

Management is responsible for the Company's internal controls and financial
reporting process. The independent auditors are responsible for performing an
audit of the Company's consolidated financial statements in accordance with
generally accepted auditing standards and to issue a report thereon. The Audit
Committee's responsibility is to monitor and oversee these processes.

The responsibilities of the Audit Committee include recommending to the Board an
accounting firm to be engaged as the Company's independent auditors.
Additionally, and as appropriate, the Audit Committee reviews and evaluates, and
discusses and consults with the Company's management and independent auditors
regarding the scope of the audit plan, the results of the audit, the Company's
financial statement disclosure documents, the adequacy and effectiveness of the
Company's accounting and financial controls and changes in accounting
principles.

In connection with these responsibilities, the Audit Committee reviewed and
discussed the audited consolidated financial statements with management and the
Company's independent auditors, Lefkowitz, Garfinkel, Champi & DeRienzo P.C. The
Audit Committee also discussed with such firm the matters required by Statement
on Auditing Standards No. 61. The Audit Committee received from Lefkowitz,
Garfinkel, Champi & DeRienzo P.C. written disclosures and the letter regarding
its independence as required by Independence Standards Board Standard No. 1. The
Audit Committee discussed this information with Lefkowitz, Garfinkel, Champi &
DeRienzo P.C. and also considered the compatibility of non-audit services
provided by such firm with its independence. Based on the review of the audited
consolidated financial statements and these various discussions, the Audit
Committee recommended to the Board of Directors that the audited consolidated
financial statements be included in the Company's Annual Report on Form 10-KSB,
to be filed with the SEC.

Audit Committee: Henry S. Woodbridge, Jr., Chairman, Harold J. Harris and Harris
N. Rosen.

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 2002, be appointed as independent auditors of the
accounts of the Company for the year 2003 subject to ratification by the
shareholders. 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 and will be provided the opportunity
to make a statement if she so desires and that such representative will be
available to respond to appropriate questions.

Audit Fees. The aggregate fees billed or to be billed by Lefkowitz, Garfinkel,
Champi & DeRienzo P.C. for professional services rendered for the audit of the
Company's annual financial statements and the reviews of interim financial
statements included in the Company's Quarterly Reports on Form 10-QSB for the
fiscal year ended December 31, 2002 total approximately $74,000.

All Other Fees. The aggregate fees billed by Lefkowitz, Garfinkel, Champi &
DeRienzo P.C. for non-audit services rendered during 2002 were $24,000. These
services were principally for tax return preparation, research and planning.

The Audit Committee has determined that the provision of such services is
compatible with maintaining Lefkowitz, Garfinkel, Champi & DeRienzo P.C.'s
independence.

The Audit Committee and the Board of Directors recommend the shareholders vote
"FOR" such ratification.

FINANCIAL STATEMENTS

A copy of the Company's annual report to the Securities and Exchange Commission
on Form 10-KSB for the year ended December 31, 2002 is enclosed. Such report is
not part of this proxy statement.

PROPOSALS FOR 2004 ANNUAL MEETING

The 2004 annual meeting of the shareholders of the Company is scheduled to be
held April 27, 2004. 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 20, 2003.

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 11, 2003

CAPITAL PROPERTIES, INC.
CLASS A COMMON STOCK PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, a shareholder of Capital Properties, Inc., a Rhode Island
corporation, hereby appoints ROBERT H. EDER and STEPHEN J. CARLOTTI, or either
of them, the proxies of the undersigned, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote for the
undersigned all the Capital Properties, Inc. Class A Common Shares held of
record on March 3, 2003, by the undersigned at the Annual Meeting of
Shareholders to be held on April 29, 2003 or any adjournment thereof as follows
on the reverse side of this proxy card:

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE |X|
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1. ELECTION OF DIRECTORS:

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: |X|

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FOR AGAINST ABSTAIN
2. RATIFICATION of the appointment of Lefkowitz, Garfinkel, Champi & | | | | | |
DeRienzo P.C. as the Company's Independent accountants of the
current fiscal year.

3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come
before the Meeting.

THE PROXY REPRESENTED BY THIS PROXY CARD, WHEN PROPERLY EXECUTED WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES LISTED AND FOR EACH OF
THE PROPOSALS.

IF BOTH THE PROXIES SHALL BE PRESENT IN PERSON OR BY SUBSTITUTE, EITHER OF THE
PROXIES SO PRESENT AND VOTING SHALL HAVE AND MAY EXERCISE ALL THE POWERS HEREBY
GRANTED.

Please check here if you plan to attend the meeting | |

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To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that | |
changes to the registered name(s) on the account may not be submitted via
this method.
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Signature of Shareholder_________________________ Signature of Shareholder_________________________

Date:______________________ Date:______________________

NOTE: This proxy must be signed exactly as the name appears hereon. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name by
authorized person.

CAPITAL PROPERTIES, INC.
CLASS B COMMON STOCK PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, a shareholder of Capital Properties, Inc., a Rhode Island
corporation, hereby appoints ROBERT H. EDER and STEPHEN J. CARLOTTI, or either
of them, the proxies of the undersigned, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote for the
undersigned all the Capital Properties, Inc. Class B Common Shares held of
record on March 3, 2003, by the undersigned at the Annual Meeting of
Shareholders to be held on April 29, 2003 or any adjournment thereof as follows
on the reverse side of this proxy card:

1. ELECTION OF DIRECTORS:

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: |X|

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FOR AGAINST ABSTAIN
2. RATIFICATION of the appointment of Lefkowitz, Garfinkel, Champi & | | | | | |
DeRienzo P.C. as the Company's Independent accountants of the
current fiscal year.

3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come
before the Meeting.

IF BOTH THE PROXIES SHALL BE PRESENT IN PERSON OR BY SUBSTITUTE, EITHER OF THE
PROXIES SO PRESENT AND VOTING SHALL HAVE AND MAY EXERCISE ALL THE POWERS HEREBY
GRANTED.

Please check here if you plan to attend the meeting | |

Signature of Shareholder_________________________ Signature of Shareholder_________________________

Date:______________________ Date:______________________

NOTE: This proxy must be signed exactly as the name appears hereon. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.