def14a
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment
No. )
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Filed by the Registrant x |
Filed by a Party other than the Registrant o |
Check the appropriate box:
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Preliminary Proxy Statement |
x |
Definitive Proxy Statement |
o |
Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-11(c) or
§240.14a-12 |
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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)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11. |
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1) |
Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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o |
Fee paid previously with preliminary materials. |
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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. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
Capital Properties, Inc.
100 Dexter Road
East Providence, Rhode Island 02914
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 25, 2006
PLEASE TAKE NOTICE that the 2006 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 25, 2006 at 2:00 oclock P.M., local time, for the
following purposes:
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To elect five directors to serve for a term of one year
until their successors are duly elected and qualified; |
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To ratify the appointment of Lefkowitz, Garfinkel,
Champi & DeRienzo P.C. as independent auditors of the accounts of
the Company for 2006; and |
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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, 2006 will be entitled to vote.
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By Order of the Board of Directors
STEPHEN J. CARLOTTI
Secretary
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East Providence, Rhode Island
March 17, 2006
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.
TABLE OF CONTENTS
Capital Properties, Inc.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 25, 2006
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, 2006. 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 17, 2006.
VOTING AT MEETING
Only shareholders of record at the close of business on March 1, 2006, will be entitled to vote at
the meeting. Under the Companys articles of incorporation, as amended, each shareholder has one
vote for every share of common stock owned. On the record date, there were 3,299,956 shares of
Class A Common Stock 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.
1
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:
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Principal Occupation
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Director
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Name and Age |
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During Past Five Years |
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Since |
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Ronald P. Chrzanowski (63)
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President of the Company, 1998 to present
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1998 |
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Robert H. Eder (73)
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Chairman of the Company, 1995 to present;
Chairman, Providence and Worcester Railroad
Company, 1988 to present
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1995 |
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Alfred J. Corso (69)
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Consultant, 2001 to present; Controller and
Principal Accounting Officer, Brown and Sharpe
Manufacturing Company, 1995 to 2001
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2005 |
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Roy J. Nirschel (53)
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President, Roger Williams University,
2001 to present
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2005 |
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Harris N. Rosen (73)
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Interim Executive Vice President, Jewish Federation
of Rhode Island, January 2006 to present;
Consultant and Mediator, 2001 to present
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2001 |
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Mr. Eder is also a director of Providence and Worcester Railroad Company.
The Board of Directors has determined that all of the nominees standing for election at the 2006
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:
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Other than Messrs. Eder and Chrzanowski, no nominee for director is an officer or
employee of the Company or its subsidiaries or affiliates; |
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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; |
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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; |
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No nominee for director is, or was within the past three years, employed by the
independent auditors for the Company; |
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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; |
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No nominee for director is an executive officer of any entity which the Companys annual
sales to or purchases from exceeded one percent of either entitys annual revenues for the
last fiscal year; and |
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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 2005 in excess of
five percent of the organizations 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 Companys
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. Corso, Nirschel and Rosen. 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 persons age, reputation
and ability to carry out the requirements to serve as a director of the Company.
During the fiscal year ended December 31, 2005, the Board of Directors held seven meetings, the
Audit Committee held six meetings and the Compensation Committee held three meetings.
Compensation of Directors
Directors, other than directors who are employed by the Company, received a fee for attendance at
each meeting of the Board of Directors, together with related transportation and living expenses.
During 2005, the Compensation Committee undertook a review of director compensation and engaged an
outside consultant to assist in that process. Based upon the increased responsibilities and time
commitments required of Board members and information provided by the consultant regarding director
compensation at comparable institutions, the Compensation Committee recommended, and the Board
approved, an increase in meeting fees
3
and the payment of a retainer to members of the Board of Directors and its committees not employed
by the Company. As approved, commencing May 1, 2005, the outside Directors receive an annual
retainer fee of $10,000 payable in quarterly installments and fees per meeting as follows: Board
meetings, $1,000; Audit Committee, $750; and Compensation Committee, $500. The maximum fees
payable for attendance at Board and committee meetings occurring on the same day is $1,500.
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, 2005, to each of its executive officers who earned more than
$100,000 in salary and bonus in 2005, for services rendered in all capacities to the Company during
2005.
SUMMARY COMPENSATION TABLE
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Annual Compensation |
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Name and Principal
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Salary and |
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All Other |
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Position |
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Year |
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Bonus |
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Compensation1 |
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Robert H. Eder, Chairman |
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2005 |
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$ |
213,050 |
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$ |
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Capital Properties, Inc. |
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2004 |
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174,083 |
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2003 |
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171,055 |
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Ronald P. Chrzanowski, |
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2005 |
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174,803 |
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13,110 |
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President |
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2004 |
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168,467 |
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12,635 |
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Capital Properties, Inc. |
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2003 |
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165,537 |
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12,415 |
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Barbara J. Dreyer, Treasurer |
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2005 |
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149,558 |
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11,217 |
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Capital Properties, Inc. |
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2004 |
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133,650 |
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10,024 |
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2003 |
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171,159 |
2 |
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12,837 |
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Avery L. Noe, President |
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2005 |
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130,660 |
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9,800 |
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Capital Terminal Company |
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2004 |
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126,963 |
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9,522 |
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2003 |
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120,900 |
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9,068 |
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Amounts paid directly to the retirement
accounts of employees under the Companys simplified
employee pension plan. |
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Includes a one-time bonus of $39,833. |
4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On March 1, 2006, to the best of the Companys 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 percent of the Companys outstanding common stock, $.01 par value, except as
follows:
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Class A |
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Number of |
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Percent |
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Name and Address |
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shares held |
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of Class |
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Robert H. Eder and Linda Eder |
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1,726,7101 |
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52.3 |
% |
120 Sunset Avenue
Palm Beach, Florida 33480 |
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Lance S. Gad |
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191,048 |
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5.9 |
% |
1250 Fence Row Drive
Fairfield, Connecticut 06430 |
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The following table reflects as of March 1, 2006, the beneficial ownership of shares of Class A
Common Stock of the Company by directors, nominees for director and officers of the Company, all
shares being owned directly except as otherwise noted:
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Class A |
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Name of Individual or
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Percent |
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Identification of Group |
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shares held |
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of Class |
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Ronald P. Chrzanowski |
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3,725 |
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Barbara J. Dreyer |
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6,600 |
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Robert H. Eder |
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1,726,710 |
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52.3 |
% |
Alfred J. Corso |
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Roy J. Nirschel |
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Avery L. Noe |
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220 |
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Harris N. Rosen |
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3,060 |
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All eight directors and officers
as a group |
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1,740,415 |
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53.5 |
% |
During 2005, the Compensation Committee undertook a review of executive compensation and engaged an
outside consultant to assist in that process. Based upon this review and upon the recommendations
of the Compensation Committee, the Board approved the following annual base salaries effective May
1, 2005: Chairman and Chief Executive Officer ($229,000); President ($175,000); and Treasurer
($155,000).
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Robert H. Eder and Linda Eder are husband
and wife. The shares beneficially owned by Mr. and Mrs. Eder as reported
herein include 784,869 shares held by the Robert H. Eder 2005 Trust, Stephen J.
Carlotti, trustee, which trust is currently revocable by Mr. Eder, 784,869
shares held by the Linda Eder 2005 Trust, Stephen J. Carlotti, trustee, which
trust is currently revocable by Mrs. Eder, 78,486 shares held directly by
Robert H. Eder and 78,486 shares held directly by Linda Eder. |
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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 Companys 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 Companys securities are registered.
In 2005, Alfred J. Corso and Roy J. Nirschel failed to timely file Forms 3 in connection with their
appointments to the Board of Directors of the Company which occurred on April 26, 2005 and October
25, 2005 respectively. Other than the Forms 3 for Messrs. Corso and Nirschel and based solely on a
review of the copies of forms furnished to the Company and written representations from the
executive officers and directors of the Company, the Company believes that, during 2005, its
executive officers, directors and greater than ten percent beneficial owners complied with all
applicable Section 16(a) requirements.
TRANSACTIONS WITH MANAGEMENT
The law firm of Hinckley, Allen & Snyder LLP, of which Stephen J. Carlotti is a partner, provides
legal services to the Company. Mr. Carlotti is Secretary of the Company and acts as trustee of the
Robert H. Eder 2005 Trust and Linda Eder 2005 Trust which trusts hold in the aggregate greater than
10% of the Companys outstanding common stock. Subject to the right of each settlor to terminate
their respective trusts at time periods set forth in each trust, Mr. Carlotti has the sole right to
vote and direct the disposition of the Companys common stock held in these trusts. The total
amount of fees paid to Hinckley, Allen & Snyder LLP for services rendered in the 2005 calendar year
were $219,000.
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 Alfred J. Corso 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 Companys internal controls and financial reporting process. The
independent auditors are responsible for performing an audit of the Companys 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 Committees responsibility is to
monitor and oversee these processes.
The Audit Committee has sole authority to select, evaluate and when appropriate, to replace the
Companys independent auditors. Additionally, and as appropriate, the Audit Committee reviews and
evaluates, and discusses and consults with the Companys management and independent auditors
regarding the scope of the audit plan, the results of the audit, the Companys financial statement
disclosure documents, the adequacy and effectiveness of the Companys 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 Companys 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 &
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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 Companys Annual Report on Form
10-KSB, to be filed with the SEC.
Audit Committee: Alfred J. Corso, Roy J. Nirschel 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 2005, be
appointed as independent auditors of the accounts of the Company for the year 2006 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, 2005 and December 31, 2004 are set forth
below.
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2005 |
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2004 |
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Audit fees |
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$ |
88,000 |
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$ |
73,000 |
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Audit-related fees |
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Tax fees |
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17,000 |
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26,000 |
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All other fees |
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Total |
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$ |
105,000 |
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$ |
99,000 |
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Audit Fees for fiscal years ended December 31, 2005 and December 31, 2004 were for professional
services rendered for the audits of the Companys annual financial statements and the reviews of
interim financial statements included in the Companys Quarterly Reports on Form 10-QSB, consents
and other assistance required to complete the year end audit of the Companys financial statements.
Audit-Related Fees for the fiscal years ended December 31, 2005 and December 31, 2004: there were
no audit-related fees.
Tax Fees for the fiscal years ended December 31, 2005 and December 31, 2004 were for services
related to tax return preparation, tax planning and assistance with an Internal Revenue Service
audit.
All Other Fees for the fiscal years ended December 31, 2005 and December 31, 2004: there were no
other fees.
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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 Companys annual report to the Securities and Exchange Commission on Form 10-KSB for
the year ended December 31, 2005 is enclosed. Such report is not part of this proxy statement.
PROPOSALS FOR 2007 ANNUAL MEETING
The 2007 annual meeting of the shareholders of the Company is scheduled to be held April 24, 2007.
If a shareholder intending to present a proposal at that meeting wishes to have a proper proposal
included in the Companys proxy statement and form of proxy relating to the meeting, the
shareholder must submit the proposal to the Company not later than November 30, 2006.
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.
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By Order of the Board of Directors
STEPHEN J. CARLOTTI
Secretary
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Dated March 17, 2006
8
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, 2006 by the undersigned at the Annual Meeting of Shareholders to be held on April 25, 2006 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 þ
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1. |
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ELECTION OF DIRECTORS: |
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o
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FOR ALL NOMINEES
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o
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Ronald P. Chrzanowski |
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o
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Robert H. Eder |
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o
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Alfred J. Corso |
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o
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WITHHOLD AUTHORITY
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o
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Roy J. Nirschel |
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FOR ALL NOMINEES
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o
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Harris N. Rosen |
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o
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FOR ALL EXCEPT
(See instructions below) |
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INSTRUCTION:
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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: þ |
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2.
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RATIFICATION of the appointment of Lefkowitz,
Garfinkel, Champi & DeRienzo P.C. as the Companys
independent accountants for the current fiscal year.
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FOR
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AGAINST
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ABSTAIN
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3. |
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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. o
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Signature of Shareholder |
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Signature of shareholder |
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Date:
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Date:
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NOTE:
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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. |