Form 8-K Amend Global Lease
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2005 (October 25, 2005)
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CAPITAL PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Rhode Island
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(State or other jurisdiction of incorporation)
0-9380 05-0386287
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(Commission File Number) (IRS Employer Identification Number)
100 Dexter Road, East Providence, Rhode Island 02914
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(Address of principal executive offices)
(401) 435-7171
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
On October 25, 2005, Dunellen, LLC, a Rhode Island limited liability
company ("Dunellen") and wholly owned subsidiary of Capital Properties, Inc.
(the "Registrant") entered into that certain First Amendment to Amended and
Restated Lease Agreement (the "Amendment") and separate agreement regarding the
Amendment (the "Agreement") with Global Companies, LLC, a Delaware limited
liability company (the "Global"), with respect to that certain lease of a
petroleum products storage facility and associated pier called Wilkesbarre Pier
owned by Dunellen located at 100 Dexter Road in East Providence, Rhode Island
(collectively, the "Premises"). The parties entered into an Amended and Restated
Lease on June 9, 2003 under which Dunellen agreed to lease the Premises to
Global for a period ending on April 30, 2013 (the "Initial Term"), with
automatic renewal on a year-to-year basis thereafter; provided, however, that
Global is permitted to terminate the lease on any April 30 commencing April 30,
2008. The base charge payable by Global to Dunellen under the Amended and
Restated Lease Agreement was $1,764,732 per annum until May 1, 2004, at which
time said base charge adjusts annually on each May 1 so that the base charge
equals the then current base charge payable to Dunellen multiplied by a
fraction, the numerator of which is the Consumer Price Index ("CPI") for the
month of June of the current year and the denominator of which is equal to the
CPI for the same month one year earlier (collectively, the "Base Charge").
Under the Amendment, the parties agreed that the Base Charge as of October
1, 2005 is $2,721,931.20 per annum; provided, however, that, under the terms of
the Agreement such Base Charge will be reduced by $36,266.40 per month until the
completion of that certain petroleum tank called "Tank #151" located on the
Premises, which Tank will become part of the Premises and subject to the lease
upon completion. Global has also agreed under the Amendment that in the event of
the construction of the tank known as "Tank #175" Global will accept such tank
as part of the Premises and the Base Charge then payable to Dunellen will be
increased by $0.25185 per shell bbl/month, if construction is completed between
May 1, 2005 and April 30, 2006, or if construction is completed subsequent to
April 30, 2006, the Base Charge will be increased in the manner described in the
previous paragraph. Dunellen agreed not to construct any additional tankage on
the Premises, except for Tank #175 during the remainder of the Initial Term
without Global's consent. Furthermore, under the Agreement Dunellen has agreed
that it will commence construction of a connection between an existing pipeline
and the Premises, at its own expense, agreeing to spend a total of $125,000 on
the first phase of this construction.
ITEM 5.02. ELECTION OF DIRECTOR.
On October 25, 2005, the Registrant elected Dr. Roy J. Nirschel as a member
of the Board of Directors of the Registrant. Dr. Nirschel holds a PhD in higher
education administration from the University of Miami and Bachelors of Science
in History and Secondary Education from Southern Connecticut State University.
Dr. Nirschel has served as the President of Roger Williams University in
Bristol, Rhode Island since June 2001. In his position as a director, Dr.
Nirschel has been appointed to serve on the Registrant's compensation and audit
committees.
Dr. Nirschel does not have any interest in any transaction or proposed
transaction with the Registrant or any of its subsidiaries nor is there any
arrangement or understanding between Dr. Nirschel and any other person pursuant
to which Dr. Nirschel was selected as a director.
ITEM 9.01. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CAPITAL PROPERTIES, INC.
/s/ Barbara J. Dreyer, Treasurer
By: -------------------------------------
Barbara J. Dreyer, Treasurer
Date: October 28, 2005