Capital Properties, Inc. Responds to Tender Offer

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
   [phone]


DATASOURCE: Capital Properties, Inc.



CONTACT: Barbara J. Dreyer, Treasurer of Capital Properties, Inc.,

[phone] 

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