Capital Properties, Inc. Announces Results of Special Shareholders Meeting and Voluntary Delisting from AMEX
November 21 2008 - 4:22PM
PR Newswire (US)
EAST PROVIDENCE, R.I., Nov. 21 /PRNewswire-FirstCall/ -- Capital
Properties, Inc. (AMEX:CPI) (the "Company") announced today that
its shareholders approved an amendment to the Company's Articles of
Incorporation, authorizing the Board of Directors to implement, at
its discretion, a seventy-five to one (75-1) reverse stock split of
the Company's common stock and a cash payment per share for
resulting fractional shares equal to $25.00. The Company announced
that shareholders also approved a proposal to amend and restate the
Company's Articles of Incorporation to create a new class of common
stock to be designated Class B Common Stock, to increase the number
of authorized shares of Class A Common Stock from 6,000,000 to
10,000,000 and provide for certain transfer and ownership
restrictions on the Company's stock. As stated in the Company's
Proxy Statement filed with Securities and Exchange Commission
("SEC"), the reverse stock split was proposed in an effort to take
the Company private and suspend its reporting obligations under the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act"). Following the special shareholders meeting, the Company
announced that the Board of Directors determined that given the
fact that the number of shareholders of record of the Company's
common stock is approximately 670, it would be unable to reduce the
number of shareholders through the reverse stock split below 300 as
is required in order to suspend the Company's registration under
the Exchange Act. After considering the cost to the Company of the
reverse stock split and the relatively small benefit to be derived,
the Board of Directors decided not to implement the reverse stock
split. In addition, the Company announced that today it notified
NYSE Euronext, formerly American Stock Exchange ("Amex"), of its
intent to delist its common stock from Amex. The Company
anticipates filing a Form 25 with the SEC and Amex relating to the
delisting of its common stock on or about December 1, 2008, with
the delisting of its common stock becoming effective ten days
thereafter. Accordingly, the Company anticipates that the last day
of trading of its common stock on Amex will be on or about December
11, 2008. Following delisting of its common stock from Amex, the
Company expects that its shares of Class A Common Stock will be
quoted on the OTCQX. The reason for delisting from Amex and having
its Class A shares quoted on the OTCQX is so that the Company may
issue the Class B Common Stock approved by the shareholders. Once
quoted on the OTCQX, the Company's shares of Class A Common Stock
will no longer trade under the symbol "CPI" but will be assigned a
new four-character symbol. In connection with the approval by
shareholders of the creation of the Company's Class B Common Stock,
the Company's Board of Directors declared a dividend of one share
of Class B Common Stock for every one share of Class A Common Stock
held by shareholders of record on the date that the Company's Class
A Common Stock is delisted from Amex. 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. Contact: Stephen J. Carlotti Secretary
401-435-7171. DATASOURCE: Capital Properties, Inc. CONTACT: Stephen
J. Carlotti, Secretary of Capital Properties, Inc., +1-401-435-7171
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