0000914260-18-000023.txt : 20180523 0000914260-18-000023.hdr.sgml : 20180523 20180523161211 ACCESSION NUMBER: 0000914260-18-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180522 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180523 DATE AS OF CHANGE: 20180523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL PROPERTIES INC /RI/ CENTRAL INDEX KEY: 0000202947 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 050386287 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08499 FILM NUMBER: 18855205 BUSINESS ADDRESS: STREET 1: 5 STEEPLE STREET STREET 2: UNIT 303 CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 401-435-7171 MAIL ADDRESS: STREET 1: 5 STEEPLE STREET STREET 2: UNIT 303 CITY: PROVIDENCE STATE: RI ZIP: 02903 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENCE & WORCESTER CO/RI/ DATE OF NAME CHANGE: 19840801 8-K 1 cpi8k-051818.htm CAPITAL PROPERTIES 8-K 5 18 18
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
______________

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): May 18, 2018
______________

CAPITAL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
______________

Rhode Island
(State or other jurisdiction of incorporation)



001-08499
05-0386287
(Commission File Number)
(IRS Employer Identification Number)


5 Steeple Street, Unit 33
Providence, R.I. 02903
 (Address of principal executive offices)

(401) 435-7171
 (Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
     CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
     CFR 240.13e-4(c))

Item 1.01.
Amendment to Material Agreement

On May 18, 2018 Capital Properties, Inc. and Metropark, Inc. entered into an amendment to the Lease, dated January 1, 2017, effective January 1, 2018, increasing the base rent $51,776 per month to $57,776 and requiring that the calculation of percentage rent be made on a per lot basis.


Item 9.01 Financial Statements and Exhibits

b. Exhibits

10. Amendment to Lease, dated January 1, 2107 between Capital Properties, Inc. and Metropark, Inc, dated May 18, 2018 effective as of January 1, 2018.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
CAPITAL PROPERTIES, INC.
   
   
Date:  May   , 2018
By:  /s/ Stephen J. Carlotti
 
Stephen J. Carlotti
 
Secretary


EX-10 2 ex-10.htm EXHIBIT 10 - AMENDMENT
EXHIBIT 10
 
FIRST AMENDMENT TO LEASE


This First Amendment to Lease made and entered into as of this 18th day of May, 2018, effective January 1, 2018, by and between Capital Properties, Inc., a Rhode Island corporation (hereinafter referred to as "Landlord") and Metropark, Ltd., a Rhode Island corporation (hereinafter referred to as "Tenant").

RECITALS

Effective as of January 1, 2017, Landlord and Tenant entered into a Lease with respect to Lots 3E, 3W, 4E, 4W and a portion of Lot 20 located in or adjacent to the Capital Center District in the City of Providence, Rhode Island (the "Premises").   Tenant has requested that (a) the Base Rent be increased by $6,000 per month, and (b) that the Base Rent (and Percentage Rent) be allocated on a per Particular Parking Lot basis.  As set forth in the Lease, the term "Particular Parking Lot" refers to, respectively, each of the following parking lots/areas: (a) Lots 3E and 4E (Park Row East), (b) Lots 3W and 4W (Park Row West), and (c) the portion of Lot 20 that is more particularly described in the Lease.

NOW, THEREFORE, in consideration of the promises and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, Landlord and Tenant agree as follows:
 
 
1.
The first sentence of Section 3.2 of the Lease is hereby amended by deleting the number "$51,776" appearing therein and substituting therefor the number "$57,776" and by adding at the end thereof the following;
     
   
"to be allocated amongst the Particular Parking Lots as follows: parking lot 3E/4E-$19,535, parking lot 3W/4W-$29,236 and the parking lot consisting of a portion of lot 20-$9,005.
     
 
2.
Section 3.3 of the Lease is hereby amended by deleting the first sentence thereof and substituting therefor the following:
 
 
     
   
"For each Lease Year during the term of this Lease, Tenant shall pay to Landlord Percentage Rent equal to the positive difference, if any, between (a) 50% of the Tenant's gross receipts derived from all Tenant's activities on each Particular Parking Lot, computed on a per Particular Parking Lot basis and (b) the Base Rent paid by Tenant for such Lease Year with respect to each such Particular Parking Lot, in each case as such Base Rent is set forth and adjusted in accordance with provisions of Section 3.2."
     
 
3.
The first sentence of Clause a of Section 3.4 of the Lease is hereby amended to read as follows:
     
   
"In any case where Landlord exercises its right of termination as provided in Section 2.2 hereof, or temporary repossession as provided in Section 2.3 hereof, as to a portion of any Particular Parking Lot, the Base Rent for such Particular Parking Lot after the effective date of such termination (or such temporary repossession, and for the duration of such repossession) shall be the product of (a) the Base Rent for such Particular Parking Lot immediately prior to the partial withdrawal or temporary repossession and (b) a fraction the numerator of which shall be the number of usable parking spaces located on such Particular Parking Lot immediately after the effective date of the partial withdrawal or temporary repossession and the denominator of which shall be the number of parking spaces located on such Particular Parking Lot immediately before such partial withdrawal or temporary repossession. For avoidance of doubt, if Landlord withdraws an entire Particular Parking Lot, then Tenant shall no longer be obligated to pay Rent with respect to that Particular Parking Lot."
     
 
4.
Except as modified herein, the Lease is hereby ratified, confirmed and approved.
2

 
IN WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment to be executed by their proper officers hereunto duly authorized as of the day and date first above written.
   
 
CAPITAL PROPERTIES, INC.
   
   
 
By:  /s/ P. Scott Conti, President
 
      P. Scott Conti, President
   
   
 
METROPARK, LTD.
   
 
By:  /s/ Charles Meyers, President
 
      Charles Meyers, President


 
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