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. )

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CAPITAL PROPERTIES, INC.
100 DEXTER ROAD
EAST PROVIDENCE, RHODE ISLAND 02914

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

APRIL 26, 2005

PLEASE TAKE NOTICE that the 2005 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
26, 2005 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 2005; 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, 2005 will be entitled to vote.

By Order of the Board of Directors

STEPHEN J. CARLOTTI
Secretary

East Providence, Rhode Island
March 21, 2005

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 26, 2005

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 26, 2005. 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 23, 2005.

VOTING AT MEETING

Only shareholders of record at the close of business on March 1, 2005, 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 with
the exception of Mr. Corso, are now directors of the Company. Mr. Henry S.
Woodbridge, Jr., who has been a director of the Company since 1990, is not
standing for re-election. Certain information concerning such nominees is set
forth below:

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

Ronald P. Chrzanowski (62)........ President of the Company, 1998 to present 1998

Robert H. Eder (72)............... Chairman of the Company, 1995 to present; 1995
Chairman, Providence and Worcester
Railroad Company, 1988 to present

Alfred J. Corso (68).............. Consultant, 2001 to present; Controller and
Principal Accounting Officer, Brown and Sharpe
Manufacturing Company, 1995 to 2001

Harold J. Harris (76)............. Retired, 2004 to present; President, Wm. H. Harris, 1995
Inc. (Retailer), 1950 to 2004

Harris N. Rosen (72).............. Consultant and Mediator; Executive Director, 2001
Jewish Federation of Rhode Island, July to
October 2000

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 determined that all of the nominees standing for
election at the 2005 annual meeting, other than Ronald P. Chrzanowski and Robert
H. Eder, are independent of the Company in that such nominees have no material
relationship with the Company either directly, or as a partner, shareholder or
affiliate of an organization that has a relationship with the Company. The board
has made this determination based on the following:

- Other than Messrs. Eder and Chrzanowski, no nominee for director is
an officer or employee of the Company or its subsidiaries or
affiliates;

- No nominee for director has an immediate family member who is an
officer of the Company or its subsidiaries or has any current or
past material relationship with the Company;

- No nominee for director, other than Messrs. Eder and Chrzanowski,
has worked for, consulted with, been retained by, or received
anything of substantial value from the Company aside from his
compensation as a director;

- No nominee for director is, or was within the past three years,
employed by the independent auditors for the Company;

- No executive officer of the Company serves on the compensation
committee or the Board of Directors of any corporation that employs
a nominee for director or a member of the immediate family of any
nominee for director;

- No nominee for director is an executive officer of any entity which
the Company's annual sales to or purchases from exceeded one percent
of either entity's annual revenues for the last fiscal year; and

- No nominee for director serves as a director, trustee, executive
officer or similar position of a charitable or non-profit
organization to which the Company or its subsidiaries made
charitable contributions or payments in fiscal year 2004 in excess
of five percent of the organization's consolidated gross revenues,
or $200,000, whichever is more, at any time during the past three
years.

Communications with the Board of Directors

The Board of Directors has established a process for shareholders to communicate
with members of the board. If you have any concern, question or complaint
regarding our compliance with any policy or law, or would otherwise like to
contact the Board of Directors, you may reach the Company's Board of Directors
by writing directly to those individuals c/o Capital Properties, Inc., 100
Dexter Road, East Providence, Rhode Island 02914.

All inquiries received shall not be screened by the Company and will be
forwarded directly to the director to which such inquiry is addressed, unless it
is believed that a particular inquiry may pose a security risk. The Board of
Directors sits as a committee of the whole to address any inquiries made by
shareholders.

Committees of the Board of Directors

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 Company does not maintain a nominating committee or a committee performing a
similar function and is not required to under SEC or American Stock Exchange
rules. The Board of Directors sits as a committee of the whole to consider any
recommendations made by shareholders and/or other directors of persons to be
directors of the Company. In determining whether to nominate any such person for
election by the shareholders, the Board of Directors considers the experience of
such person as it relates to the business of the Company, together with such
person's age, reputation and ability to carry out the requirements to serve as a
director of the Company.

During the fiscal year ended December 31, 2004, the Board of Directors held
seven meetings, the Audit Committee held seven 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.

Corporate Governance

The Board of Directors is committed to ethical business practices and believes
that strong corporate governance is important to ensure that the Company is
managed for the long-term benefit of its shareholders. The Company regularly
monitors developments in the area of corporate governance and has implemented a
number of best practices, including the following:

Code of Ethics. The Company has adopted a Code of Ethics applicable to all
directors, officers and employees, which meets the requirements of a "code of
ethics" as defined in Item 406 of Regulation S-K.

Procedures for the Receipt, Retention and Handling of Complaints. The Company
maintains procedures for the confidential, anonymous submission by employees of
any complaints or concerns about the Company, including complaints regarding
accounting, internal accounting controls or auditing matters.

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid or accrued by the Company
during the three-year period ended December 31, 2004, to each of its executive
officers who earned more than $100,000 in salary and bonus in 2004, for services
rendered in all capacities to the Company during 2004.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

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

Robert H. Eder, Chairman 2004 $ 174,083 $ --
Capital Properties, Inc. 2003 171,055 --
2002 167,488 --

Ronald P. Chrzanowski, 2004 168,467 12,635
President 2003 165,537 12,415
Capital Properties, Inc. 2002 162,084 12,156

Barbara J. Dreyer, Treasurer 2004 133,650 10,024
Capital Properties, Inc. 2003 171,159 (2) 12,837
2002 128,587 9,644

Avery L. Noe, President 2004 126,963 9,522
Capital Terminal Company 2003 120,900 9,068
2002 114,975 8,623

(1) Amounts paid directly to the retirement accounts of employees under the
Company's simplified employee pension plan.

(2) Includes a one-time bonus of $39,833.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

On March 1, 2005, 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 1,569,738(1) 52.3% 156,972(1) 52.3%
120 Sunset Avenue
Palm Beach, Florida 33480

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 1, 2005, 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................ 3,425 * 300 *
Barbara J. Dreyer.................... 6,000 * 600 *
Robert H. Eder....................... 1,569,738(2) 52.3% 156,972(3) 52.3%
Alfred J. Corso...................... -- --
Harold J. Harris..................... 16,000(4) * 1,100(5) *
Avery L. Noe......................... 200 * 20 *
Harris N. Rosen...................... 3,000 * 60 *
Henry S. Woodbridge, Jr.............. 6,200 * 600 *
All nine directors and officers
as a group...................... 1,604,663 53.5% 159,662 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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires executive officers
and directors and persons who beneficially own more than ten percent of the
Company's common stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission and any
national securities exchange on which the Company's securities are registered.
Based solely on a review of the copies of such forms furnished to the Company
and written representations from the executive officers and directors of the
Company, the Company believes that, during 2004, its executive officers,
directors and greater than ten percent beneficial owners complied with all
applicable Section 16(a) requirements, except that one of the Company's
executive officers, Avery L. Noe, failed to timely file a Form 3 in connection
with his appointment as an executive officer of the Company and his ownership of
200 shares of the Company's Class A common stock which were purchased August 13,
1997.

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 Board of
Directors has determined that Henry S. Woodbridge, Jr. is a financial expert as
defined in the Sarbanes-Oxley Act of 2002 and the rules and regulations of the
Securities and Exchange Commission. 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 the
standards of the Public Company Accounting Oversight Board (United States) and
to issue a report thereon. The Audit Committee's responsibility is to monitor
and oversee these processes.

The Audit Committee has sole authority to select, evaluate and when appropriate,
to replace 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 2004, be appointed as independent auditors of the
accounts of the Company for the year 2005 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 he so desires and that such representative will be
available to respond to appropriate questions.

Audit and Non-Audit Fees:

The aggregate fees for professional services rendered for the Company by
Lefkowitz, Garfinkel, Champi & DeRienzo P.C. for fiscal years ended December 31,
2004 and December 31, 2003 are set forth below.

2004 2003
----------- -----------

Audit fees............................. $ 73,000 $ 77,000
Audit-related fees..................... -- --
Tax fees............................... 26,000 35,000
All other fees......................... -- --
----------- -----------
Total.................................. $ 99,000 $ 112,000
=========== ===========

Audit Fees for fiscal years ended December 31, 2004 and December 31, 2003 were
for professional services rendered for the audits 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, consents and other assistance
required to complete the year end audit of the Company's financial statements.

Audit-Related Fees for the fiscal years ended December 31, 2004 and December 31,
2003: there were no audit-related fees.

Tax Fees for the fiscal years ended December 31, 2004 and December 31, 2003 were
for services related to tax return preparation and tax planning.

All Other Fees for the fiscal years ended December 31, 2004 and December 31,
2003: there were no other fees.

The Audit Committee pre-approves all audit and non-audit services provided by
the independent auditors prior to the engagement of the independent auditors
with respect to such services.

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 recommends 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, 2004 is enclosed. Such report is
not part of this proxy statement.

PROPOSALS FOR 2006 ANNUAL MEETING

The 2006 annual meeting of the shareholders of the Company is scheduled to be
held April 25, 2006. 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 30, 2005.

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 21, 2005

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 1, 2005 by the undersigned at the Annual Meeting of Shareholders
to be held on April 26, 2005 or any adjournment thereof as follows on the
reverse side of this proxy card:

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 )

1. ELECTION OF DIRECTORS:

( ) FOR ALL NOMINEES ( ) Ronald P. Chrzanowski
( ) Robert H. Eder
( ) Alfred J. Corso
( ) WITHHOLD AUTHORITY ( ) Harold J. Harris
FOR ALL NOMINEES ( ) Harris N. Rosen

( ) FOR ALL EXCEPT
(See instructions below)

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)

FOR AGAINST ABSTAIN

2. RATIFICATION of the appointment of Lefkowitz, ( ) ( ) ( )
Garfinkel, Champi & DeRienzo P.C. as the
Company's independent accountants for 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 ( ).

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.
( )

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 1, 2005 by the undersigned at the Annual Meeting of Shareholders
to be held on April 26, 2005 or any adjournment thereof as follows on the
reverse side of this proxy card: