UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
Amendment
No. 2
CAPITAL PROPERTIES, INC.
(Name of the Issuer)
Capital Properties, Inc.
Robert H. Eder
Linda Eder
(Name of Persons Filing Statement)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
140430109
(CUSIP Number of Class of Securities)
(Name, address and telephone number of person authorized to receive notices and communications on
behalf of persons filing statement)
This statement is filed in connection with (check the appropriate box):
a.
þ
The filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Act of 1934.
b.
o
The filing of a registration statement under the Securities Act of 1934.
c.
o
A tender offer.
d.
o
None of the above.
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary
copies:
o
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
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Calculation of Filing Fee
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Transaction Valuation
$360,025*
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Amount of Filing Fee
$14.15**
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* The Transaction Valuation amount referred to above is approximately the product of
14,401 fractional shares to be purchased (the Fractional Shares) and $25.00, the cash price per
share to be paid for fractional shares.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals the transaction value multiplied by .0000393.
þ
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. 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: $14.15
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Form
or Registration Number: Schedule 13E-3
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Filing Party: Capital Properties, Inc.
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DATE FILED: August 4, 2008
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TABLE OF CONTENTS
INTRODUCTION
This
Amendment No. 3 amends and supplements the Schedule 13e-3 (the Statement) filed by Capital Properties, Inc., a Rhode
Island corporation (the Company), Robert H. Eder and
Linda Eder on August 4, 2008, as amended and supplemented by that
Amendment No. 1, filed pursuant to Section 13(e)of the
Securities Exchange Act of 1934 (the Exchange Act), as amended, and Rule 13e-3 thereunder in
connection with a 75 for 1 reverse split of the Companys Class A Common Stock, $0.01 par value,
with a cash payment per share in lieu of fractional shares equal to $25.00 per pre-split share (the
Reverse Split). This Statement is intended to satisfy the reporting requirements of Section 13(e)
of the Exchange Act.
A
definitive proxy statement of the Company relating to the solicitation of proxies for the
Special Meeting of Shareholders (the Proxy Statement) is being filed concurrently with this
filing. Except as otherwise set forth below, the information set forth in the Proxy Statement,
including all appendices thereto, is hereby expressly incorporated herein by reference in response
to the items of this Schedule 13e-3.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Proxy Statement under the caption SUMMARY TERM SHEET is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address
Capital Properties, Inc., 100 Dexter Road, East Providence, Rhode Island 02914, Telephone:
(401) 435-7171
(b) Securities
The information set forth in the Proxy Statement under the caption VOTING SECURITIES is
incorporated herein by reference.
(c) Trading Market and Price
The information set forth in the Proxy Statement under the caption PRICE RANGE OF COMMON
STOCK AND DIVIDENDS is incorporated herein by reference.
(d) Dividends
The information set forth in the Proxy Statement under the caption PRICE RANGE OF COMMON
STOCK AND DIVIDENDS is incorporated herein by reference.
(e) Prior Public Offerings
The Company has made no underwritten public offering of the subject securities for cash during
the past three years that was registered under the Securities Act of 1933 or exempt from
registration under Regulation A (Rules 251 through 263 of the Securities Act of 1933, as amended).
(f) Prior Stock Purchases
The Company has not purchased any subject securities during the past two years.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and Address
The filing persons are:
Capital Properties, Inc.. (the subject company)
100 Dexter Road
East Providence, Rhode Island 02914
Robert H. Eder
100 Dexter Road
East Providence, Rhode Island 02914
Mr. Eder is the President, Chief Executive Officer and Chairman of the Board of Directors of
the subject company. Mr. Eder along with his wife, also beneficially owns over 50% of the
outstanding common stock of the subject company.
Linda Eder
100 Dexter Road
East Providence, Rhode Island 02914
Ms. Eder is the wife of Mr. Eder, and together with Mr. Eder, beneficially owns over 50% of
the outstanding stock of the subject company.
(b) Business and Background of Entities
Not applicable.
(c) Business and Background of Natural Persons
(1), (2)
Robert H. Eder has served as President of the Company since January 1, 2008, Chairman and
Chief Executive Officer of the Company since 1995 and Chairman of the Board of Directors of
Providence and Worcester Railroad Company since 1998.
Linda Eder has not been employed during the past five years.
(3) Neither Mr. Eder or Ms. Eder have been convicted in a criminal proceeding during the past
five years.
(4) Neither Mr. Eder or Ms. Eder were a party to any judicial or administrative proceeding
during the past five years that resulted in a judgment, decree or final order enjoining the person
from future violations of, or prohibiting activities subject to, federal or state securities laws,
or a finding of any violation of federal or state securities laws.
(5) Mr. and Ms. Eder are both citizens of the United States.
(d) Tender Offer.
Not applicable.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms
The information set forth in the Proxy Statement under the caption SUMMARY TERM SHEET and
SPECIAL FACTORS is incorporated herein by reference.
(c) Different Terms
The information set forth in the Proxy Statement under the caption SUMMARY TERM SHEET,
REASONS AND EFFECTS OF REVERSE STOCK SPLIT AMENDMENT Effect on Holders of Fewer than 75 Shares
of Common Stock and Treatment of Multiple Accounts, REASONS AND EFFECTS OF REVERSE STOCK SPLIT
AMENDMENT Effect on Unaffiliated Shareholders Who Own 75 or More Shares and REASONS AND EFFECTS
OF REVERSE STOCK SPLIT AMENDMENT Effect on Affiliated Shareholders is incorporated herein by
reference.
(d) Appraisal Rights
The information set forth in the Proxy Statement under the caption SUMMARY TERM SHEET and
APPRAISAL RIGHTS AND DISSENTERS RIGHTS is incorporated herein by reference.
(e) Provisions For Unaffiliated Security Holders
The information set forth in the Proxy State under the caption FAIRNESS OF THE REVERSE STOCK
SPLIT is incorporated herein by reference.
(f) Eligibility For Listing or Trading
Not applicable.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions
Not applicable.
(b) Significant Corporate Events
Not applicable.
(c) Negotiations or Contacts
Not applicable.
(d) Conflicts of Interest
The information set forth in the Proxy State under the caption SUMMARY TERM SHEET and
INTERESTS OF CERTAIN PERSONS is incorporated herein by reference.
(e) Agreements Regarding the Subject Companys Securities
Not applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) Use of Securities Acquired.
Outstanding shares of the Companys existing common stock, $0.01 par value, that would
otherwise be converted into a fractional share following the Reverse Stock Split will be canceled;
otherwise, no securities will be acquired in the transaction.
(c)(1)-(10) Plans.
The information set forth in the Proxy Statement under the captions SUMMARY TERM SHEET,
SPECIAL FACTORS PURPOSES SPECIAL FACTORS REASONS AND EFFECTS OF REVERSE STOCK SPLIT
AMENDMENT and CLASS B STOCK AUTHORIZATION is incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS IN A GOING PRIVATE TRANSACTION.
(a) Purposes
The information set forth in the Proxy Statement under the caption SUMMARY TERM SHEET and
SPECIAL FACTORS PURPOSES is incorporated herein by reference.
(b) Alternatives
The information set forth in the Proxy Statement under the captions SUMMARY TERM SHEET,
SPECIAL FACTORS ALTERNATIVES TO REVERSE STOCK
SPLIT AND SUMMARY TERM SHEET FAIRNESS OF THE
REVERSE STOCK SPLIT is incorporated herein by reference.
(c) Reasons
The information set forth in the Proxy Statement under the caption SUMMARY TERM SHEET,
SPECIAL FACTORS PURPOSES and SPECIAL FACTORS REASONS AND EFFECTS OF THE REVERSE STOCK SPLIT
AMENDMENT is incorporated herein by reference.
(d) Effects
The information set forth in the Proxy Statement under the captions SUMMARY TERM SHEET,
SPECIAL FACTORS REASONS AND EFFECTS OF REVERSE STOCK SPLIT AMENDMENT and SPECIAL FACTORS -
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF REVERSE STOCK SPLIT is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE GOING PRIVATE TRANSACTION.
(a) Fairness
The information set forth in the Proxy Statement under the caption SUMMARY TERM SHEET and
SPECIAL FACTORS FAIRNESS OF THE REVERSE STOCK SPLIT is incorporated herein by reference.
(b) Factors Considered in Determining Fairness
The information set forth in the Proxy Statement under the caption SPECIAL FACTORS
PURPOSES, SPECIAL FACTORS FAIRNESS OF THE REVERSE STOCK SPLIT and SPECIAL FACTORS
ALTERNATIVES TO REVERSE STOCK SPLIT is incorporated herein by reference.
(c) Approval of Security Holders
The information set forth in the Proxy Statement under the caption SPECIAL FACTORS FAIRNESS
OF THE REVERSE STOCK SPLIT is incorporated herein by reference.
(d) Unaffiliated Representative
The information set forth in the Proxy Statement under the caption SPECIAL FACTORS FAIRNESS
OF THE REVERSE STOCK SPLIT is incorporated herein by reference.
(e) Approval of Directors
The information set forth in the Proxy Statement under the captions SPECIAL FACTORS
BACKGROUND OF REVERSE STOCK SPLIT and SPECIAL FACTORS FAIRNESS OF THE REVERSE STOCK SPLIT is
incorporated herein by reference.
(f) Other Offers
Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) The information set forth in the Proxy Statement under the caption SPECIAL FACTORS
BACKGROUND OF REVERSE STOCK SPLIT and SPECIAL FACTORS APPRAISALS, OPINIONS AND REPORTS and
in Appendix A to the Proxy Statement is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
(a) Source of Funds. The information set forth in the Proxy Statement under the caption
SPECIAL FACTORS REASONS AND EFFECTS OF REVERSE STOCK SPLIT AMENDMENT is incorporated herein by
reference.
(b) Conditions.
Not Applicable.
(c) Expenses.
The information set forth in the Proxy Statement under the caption SPECIAL FACTORS REASONS
AND EFFECTS OF REVERSE STOCK SPLIT AMENDMENT is incorporated herein by reference.
(d) Borrowed Funds.
Not Applicable.
ITEM 11 INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership
The information set forth in the Proxy Statement under the caption SPECIAL FACTORS SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT is incorporated herein by reference.
(b) Securities Transactions
Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
.
(d) Intent to Tender or Vote in a Going-Private Transaction
The information set forth in the Proxy Statement under the caption SUMMARY TERM SHEET and
SPECIAL FACTORS REASONS AND EFFECTS OF REVERSE STOCK SPLIT AMENDMENT is incorporated herein by
reference.
(e) Recommendations of Others
The information set forth in the Proxy Statement under the caption SPECIAL FACTORS FAIRNESS
OF THE REVERSE STOCK SPLIT is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) Financial Information
The information set forth in the Companys Report on Form 10-K for the fiscal year ended
December 31, 2007, under Item 6. Selected Financial Data and the Companys Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008, under Item 1. Consolidated
Financial Statements are incorporated herein by reference.
Copies of the reports incorporated herein by reference will be mailed to shareholders of
record along with the Proxy Statement. Copies may also be obtained by contacting the Company at
100 Dexter Road, East Providence, Rhode Island 02914, telephone number (401) 435-7171.
(b) Pro Forma Information
Not Applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Solicitations or Recommendations
The information set forth in the Proxy Statement under the caption PERSONS MAKING THE
SOLICITATION is incorporated herein by reference.
(b) Employees and Corporate Assets
The information set forth in the Proxy Statement under the caption PERSONS MAKING THE
SOLICITATION is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
The information contained in the Proxy Statement, including any appendices thereto, is
incorporated herein by reference.
ITEM 16. EXHIBITS.
(a) Disclosure Materials
Proxy Statement filed electronically via EDGAR with the Securities and Exchange
Commission on October 22, 2008
(b) None
(c) Report, Opinion or Appraisal
Filed as Appendix A to the Proxy Statement filed electronically via EDGAR with the
Securities and Exchange Commission on October 22, 2008.
(d) None
(e) None
(f) None
(g) None
(h) None
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the Information
set forth in this statement is true, complete and correct.
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CAPITAL PROPERTIES, INC.
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By:
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/s/
Robert
H. Eder
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Name:
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Robert H. Eder
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Title:
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President & CEO
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/s/
Robert
H. Eder
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Robert H. Eder
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/s/
Linda Eder
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Linda Eder
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