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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