Capital Properties, Inc. Responds to Tender Offer
17 May 2005 - 2:23AM
PR Newswire (US)
Capital Properties, Inc. Responds to Tender Offer EAST PROVIDENCE,
R.I., May 16 /PRNewswire-FirstCall/ -- Capital Properties, Inc.
(AMEX:CPI) today advised its shareholders by letter that the
Company's Board of Directors was unable to take a position on the
May 2, 2005 Tender Offer by Mercury Real Estate Advisors, LLC
(Mercury), for the following reasons: * While the Tender Offer will
result in less public float of Class A common stock, the Board was
unable to predict, and therefore unable to assess, the impact the
increased concentration will have on the actual public float and
market liquidity. * The Board has no access to partnership or
limited liability agreements of the Mercury affiliates purchasing
Class A common stock pursuant to the Tender Offer. As a result, the
Board was unable to ascertain whether Mercury has sole authority
over the disposition of shares acquired in the Tender Offer,
although Mercury SEC filings with respect to investments in other
companies indicate that voting control is shared by the two
managing members of Mercury. If Mercury, through its managing
members, has sole authority over the disposition of the shares, it
is possible that following successful completion of the Tender
Offer, the price of the Company's shares could be adversely
affected by the perception in the marketplace that Mercury might,
at any time, decide to sell all or a significant portion of the
Company's shares held by it and its affiliates. * The Company's
Class A common stock is currently traded on the American Stock
Exchange ("AMEX"). The AMEX guidelines provide that AMEX will
ordinarily consider suspending trading in, or removing from
listing, securities, if the number of public shareholders
(exclusive of officers, directors, controlling shareholders and
their families) is less than 300. As a result of the automatic
conversion of Class B common stock which was effective on March 31,
2005, the Class A common stock is currently held of record by
approximately 530 shareholders. Since the Board cannot predict the
number of shareholders who might tender their shares, it is unable
to determine whether a successful completion of the Tender Offer
might cause the Class A common stock to be ineligible for inclusion
on the AMEX. Furthermore, the Board is unable to predict if the
Class A common stock were delisted by AMEX, whether the shares
might be eligible for trading on any other public securities
market. However, if the Class A common stock ceased to be traded on
the AMEX, the Board believes that the market for the shares could
be adversely affected. * Absent any information on the purchasers'
investment objectives and time horizons, the Board was unable to
assess the compatibility between those objectives and the
Company's. The Company also announced that the Directors and
officers beneficially own, in the aggregate, 1,764,325 shares of
Class A common stock. None of the Directors or officers plans to
tender any of their shares. Certain written statements made in this
press release may contain "forward-looking statements," which
represent the Company's expectations or beliefs concerning future
events. Certain risks, uncertainties and other important factors
are detailed in reports filed by the Company with the Securities
and Exchange Commission, including Forms 8-K, 10-KSB and 10-QSB.
The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ
materially from those in the forward-looking statements. CONTACT:
Barbara J. Dreyer Treasurer (401) 435-7171 DATASOURCE: Capital
Properties, Inc. CONTACT: Barbara J. Dreyer, Treasurer of Capital
Properties, Inc., +1-401-435-7171
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