Revised Proxy Soliciting Materials (definitive) (defr14a)
23 Mars 2016 - 6:58PM
Edgar (US Regulatory)
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the
Registrant
x
Filed by
a Party other than the Registrant
¨
Check the appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to Rule 14a-12
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CAPITAL
PROPERTIES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(A)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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EXPLANATORY NOTE
Capital Properties, Inc. (the Company) previously filed a definitive proxy statement dated March 15, 2016 with respect to the
annual meeting of shareholders to be held on April 26, 2016. On March 22, 2016, after the Company mailed its proxy materials to its shareholders, the Company discovered an error in the number of shares of the Companys Class A
Common Stock owned by Morris Propp reported in the proxy statement. The Company reported that Morris Propp owns 408,166 shares of the Companys Class A Common Stock (6.2% of the outstanding class of stock) but according to a Schedule 13G/A
filed on November 17, 2015, Morris Propp owns 478,164 shares of the Companys Class A Common Stock (7.2% of the outstanding class of stock). This Amendment No. 1 supplements and restates the Security Ownership of Certain
Beneficial Owners and Management table contained on page 5 of the Companys definitive proxy statement.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The table set forth below reflects the only persons (including any group as that term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934) who, to the best of the Companys knowledge were, on March 1, 2016, the beneficial owners of more than five percent of the Companys outstanding Class A Common Stock, $.01 par value.
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Name and Address
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Number of
shares held
1
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Percent
of Class
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Robert H. Eder Trust and Linda Eder Trust
130 Sunrise Avenue, Apt. 507
Palm Beach, Florida 33480
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3,453,420
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2
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52.3
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%
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TowerView LLC
500 Park Avenue
New York, New York 10022
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578,997
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8.8
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%
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Morris Propp
366 Eagle Drive
Jupiter, Florida 33477
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478,164
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7.2
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%
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Lance S. Gad
5310 N. Ocean Drive, Unit 702
Singer Island, FL 33404
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382,096
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5.8
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%
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1
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All information is based upon ownership of record as reflected on the stock transfer books of the Company or as reported on Schedule 13G or Schedule 13D filed under Rule 13d-1 under the Securities Exchange Act of 1934.
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2
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Robert H. Eder and Linda Eder are husband and wife, and each is a co-trustee of the Robert H. Eder Trust and Linda Eder Trust.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2016.
This Amendment No. 1, the Companys Proxy Statement, sample proxy cards and Annual Report on Form 10-K are available at:
http://materials.proxyvote.com/140430
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