Capital Properties, Inc. Announces Reverse Stock Split
05 August 2008 - 3:13PM
PR Newswire (US)
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 http://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 DATASOURCE: Capital
Properties, Inc. CONTACT: Barbara J. Dreyer, Treasurer,
+1-401-435-7171, for Capital Properties, Inc.
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