OPPORTUNITY PARTNERS L.P.
(914) 747-5262 (914) 747-5258
July 6, 2000
Dear Fellow Captec Net Lease Realty Shareholder:
If you are not aware of the recent developments about Captec
Net Lease Realty, Inc. ("Captec"), we will bring you up to date.
In November 1997, investors paid $18 per share to purchase
Captec stock in an IPO. Simultaneously, Captec's managers were
granted long-term options to purchase hundreds of thousands of
shares also at $18 per share to "reinforce long-term goals by
providing the proper nexus between the interests of management
and [Captec's] shareholders." By mid-December 1999, Captec's
stock price had fallen to about $10 per share. With their
options practically worthless, what else could our managers do to
profit from their positions even if the "long-term goals" of the
shareholders were not met?
The answer came on December 20, 1999, when our managers
dropped a bombshell on shareholders by announcing a plan to merge
Captec with Captec Financial Group (CFG) and Captec Net Lease
Realty Advisors, two private companies of questionable value that
they controlled. The merger would dilute Captec's book value and
net asset value and would end its tax-advantaged REIT status.
The quarterly dividend would be slashed from $0.38 to $0.11.
Albert T. Adams, the director who headed the so-called
independent committee responsible for the plan tried to generate
enthusiasm for the incestuous transactions. "This is the right
strategy and direction for the company," he confidently
announced. Investors promptly knocked the price down almost 30%!
One posting on a public Internet message board* entitled Re: REIT
Management Screws Shareholders Again put it this way: "I got
Captec'd."
As details of the merger became known, shareholder outrage
began to mount. A number of Captec shareholders accused
management of self-dealing, alleging that the proposed merger was
designed to benefit Captec's managers at the expense of its
public shareholders. One angry Captec poster* said this about
management's plan:
It's hard for me to be civil when I see so many people being
hurt financially by management's self-serving interests. . .
. [CAPTEC]'s plan causes us to suffer. If you were a retiree
with 10,000 shares you now have to reduce your standard of
living by more than $10,000 yearly... that hurts! If
management wanted to change the company and bail themselves
out of their other business, they could have made [an] LBO
at say $12.00 and provided shareholders with the funds to
invest elsewhere in REITs that serve our income needs. That
would have been the honorable thing to do, not use your
position to screw everyone for your own benefit. . . . What
management is intentionally doing here is one of the most
uncivil things I've seen in my 30 years [of investing]. I
[have] seen managements make many major mistakes that
literally ruined companies but what management is trying to
do here is immoral. I don't know how they could possibly
look at their parents, grandparents and children in the
eyes. If they were my children and did such a greedy act, I
[would] be ashamed of them. . . . Shame, shame!
On April 19, 2000, our managers filed a massive
preliminary proxy statement describing the merger. It disclosed
numerous conflicts that they and their advisors faced but no
safeguards to address them. That same day, we also filed
preliminary proxy materials in opposition to the proposed merger
and in favor of the election of directors who would commit to
maximize shareholder value. On May 1, 2000, we made another SEC
filing that attacked some of the most shocking conflicts of
interest and strongly opposed the merger. Three hours later,
management announced that it was canceling the merger because
"there does not appear to be overwhelming support for this
transaction." In a Dow Jones news story, Ross Martin, Captec's
CFO insisted that our efforts had nothing to do with management's
decision to scrap the merger.
Whatever led to the cancellation of the merger, investors
responded favorably as the stock price rose some 20% in the days
following the May 1st announcement. Despite that recovery,
Captec's shares are still trading at less than 70% of their net
asset value. At the annual meeting, Captec shareholders will
decide whether to retain the incumbent directors who have been
handsomely rewarded while Captec's price declined and who
continue to face serious conflicts of interest or to elect new
directors whose only goal is to increase the value of your stock.
Before you decide how to cast your vote, please consider these
points:
? In Captec's May 1st announcement, Patrick Beach, Captec's
CEO, stated that "while we continue to believe the plan
announced in December would maximize value for all
shareholders over the long term, [Captec] is canceling
its plan to terminate its REIT status at this time."
(emphasis added) Is he planning another de-REITing
attempt when things simmer down? Mr. Beach seems to be
leaving the door open.
? In the same announcement, Mr. Beach also said, "In a
market unreceptive to REIT investment, management's goal
continues to be a differentiation between Captec's
investment properties and those of its industry." That
suggests that he doesn't think that the depressed price
of Captec stock may have something to do with the
perception that management is concerned more about its
own income and perks than with maximizing shareholder
value.
? In the aforementioned Dow Jones story, Mr. Martin
"dismisses suggestions that the company's restructuring
plan was self-serving to management." Have our managers
really been sobered by the negative response from
shareholders? It sure doesn't seem like it. They
recently hired Prudential Securities, the very same firm
that recommended the incestuous de-REITing scheme, "to
study strategic alternatives to maximize the company's
value for shareholders." Prudential is also CFG's main
creditor. Do you still trust management and Prudential
to work to maximize shareholder value?
? On December 20, 1999, management announced (possibly to
soften the shock of the proposed merger) that Captec
would repurchase of up to 500,000 shares of its stock.
According to Mr. Beach: "We believe that our common
stock, at recent levels, represents an excellent buying
opportunity, and we intend to acquire Captec shares from
time to time whenever doing so would be beneficial to
our shareholders." Six months later, not a single share
has been repurchased. What does this say about
management's credibility?
Mr. Beach insists, "Our goal has been, is and will continue
to be to increase returns to shareholders, period." Yet, it is
indisputable that Mr. Beach has personal interests that are
separate from those of other shareholders because unlike them, he
derives significant income from managing Captec and affiliates of
Captec. Will he be tempted to pursue actions that benefit
himself and his associates at the expense of other shareholders?
In other words, will Mr. Beach only consider a transaction if it
provides some special benefit for him?
We do not know for certain whether or not their intentions
have been honorable all along but it is undeniable that Mr. Beach
and his team have major conflicts of interest. Consequently, we
believe that until they sever their relationship with Captec, its
share price will continue to be depressed. For example, CFG, a
financially shaky Beach-controlled company to which he and his
associates have personally loaned money owes Captec more than $11
million (or about $1.20 per Captec share). It is difficult to
see how Mr. Beach and his team can lead the way to maximizing the
value of Captec stock when they have an obvious interest in not
demanding repayment of that $11 million loan even if repaying it
would be best for Captec shareholders! In addition, two
lawsuits have been filed against the current directors alleging
breaches of fiduciary duty to shareholders. They may be
concerned with personal liability and seek to settle on terms
that are in their own interest but not in the best interests of
Captec's public shareholders. If the incumbents are sincere
about maximizing shareholder value, we think the way to
demonstrate it is to simply eliminate all their conflicts by
allowing a new board to assume control of Captec.
In any event, there are enough unanswered questions about
management's actions to warrant an independent investigation.
For example, why would Mr. Beach have Captec acquire 60% of
Family Realty, Inc., a company in which Mr. Beach owns all of the
voting stock? And, why did Family Realty, rather than Captec,
buy 99,273 shares of Captec stock that he said on December 20,
1999 represented "an excellent buying opportunity?"
Our current managers say that an investigation would be a
waste of money but they admit that "since management is likely to
be a target of the proposed investigation, [it] may have
interests . . . that conflict with those of . . . shareholders."
Draw your own conclusions about their motives for opposing an
investigation but keep in mind that their aborted merger has
already cost shareholders more than $1 million. Of course, if an
investigation indicates that improprieties were committed, it may
be necessary to seek appropriate relief. In that event, only
truly independent directors will be able to effectively negotiate
with firms that advised management with respect to the aborted
merger like Prudential, J. C. Bradford or Baker & Hostetler.
We believe that many shareholders have lost confidence in
Captec's current managers. At the annual meeting we will
nominate a slate of directors who are committed to increasing the
value of your investment. Among the alternatives they will
actively consider are the sale of the company, an orderly
liquidation, a share repurchase program and a self-tender offer.
As evidence of their commitment to deliver a higher stock price,
these nominees have agreed to have their compensation held in
escrow until the price of Captec stock reaches $12 per share.
If our nominees are elected, you can be assured that (1)
they will work to ensure that Captec's stock price will not
languish at a large discount to its liquidating value; and (2)
the interests of the managers will never be placed above the
interests of the shareholders.
In addition to this mailing, you may receive soliciting
materials from the management and a phone call from a proxy-
soliciting firm that they hired with your money. They will tell
you that the election of our nominees is "not in your best
interests." Please take that with a large grain of salt and use
your own common sense in deciding who you trust to represent your
interests.
To conclude, if you want directors who are committed to
achieving a higher stock price you must return the GREEN proxy
card. Remember, only the last valid proxy card you submit is
counted and it supersedes any previous ones. Therefore, once you
submit a GREEN proxy card, please do not sign and submit a later
dated WHITE proxy card, as that will invalidate your vote. If
you have any questions, please call me at (914) 747-5262 or e-
mail me at OPLP@att.net.
Yours truly,
Phillip Goldstein
Portfolio Manager
* The reliability of Internet message board postings can not
be assured. In my opinion, the quotes from the two posters do
have the ring of truth. However, as with anything you read, you
should determine for yourself how much credence you wish to place
in these quotes.
PROXY STATEMENT IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF
DIRECTORS OF CAPTEC NET LEASE REALTY, INC.
ANNUAL MEETING OF SHAREHOLDERS (To be held on August 9, 2000)
My name is Phillip Goldstein. I am the portfolio manager of
Opportunity Partners L.P., the soliciting shareholder and am an
investment manager who presently manages investment portfolios
having assets in excess of $50 million. Since December 1, 1992,
I have been the president and 50% shareholder of Kimball &
Winthrop, Inc., the general partner of Opportunity Partners which
owns 165,998 shares or 1.7% of the outstanding shares of Captec
Net Lease Realty, Inc. ("the Company"). We are sending this
proxy statement and the enclosed GREEN proxy card to holders of
record on June 20, 2000 (the "Record Date") of the Company. We
are soliciting a proxy to vote your shares at the 2000 Annual
Meeting of Shareholders of the Company (the "Meeting") and at any
and all adjournments or postponements of the Meeting. Please
refer to the Company's proxy soliciting material for additional
information concerning the Meeting and the matters to be
considered by the shareholders.
This proxy statement and the enclosed GREEN proxy card are
first being sent to shareholders of the Company on or about July
6, 2000.
INTRODUCTION
There are two matters that the Company has scheduled to be
voted upon at the meeting:
1. The election of nine persons to serve as directors of the
Company.
2. A stockholder proposal to amend Captec's bylaws to prohibit
direct or indirect use of corporate funds to purchase
insurance to secure Captec's officers, directors, or employees
against liability for errors, omissions, breaches of fiduciary
duty and torts.
In addition, we intend to introduce the following proposal
at the meeting.
3. It is recommended that the Board of Directors authorize an
independent investigation of the circumstances leading to the
proposed (and subsequently abandoned) restructuring of the
Company.
With respect to these matters, we are soliciting a proxy to
vote your shares FOR the election of our nominees
and FOR the independent investigation of the circumstances
leading to the proposed restructuring.
How Proxies Will Be Voted
All of the proposals scheduled by the Company to be voted on
at the meeting are included on the enclosed GREEN proxy card. If
you will not attend the meeting and you wish to vote FOR the
election of our nominees and/or FOR the independent
investigation, you may do so by completing and returning a GREEN
proxy card.
If you return a GREEN proxy card to us or to our agent, your
shares will be voted on each matter as you indicate. If you do
not indicate how your shares are to be voted on a matter, they
will be voted FOR the election of the above nominees to the
Board, FOR the independent investigation of the circumstances
leading to the proposed restructuring and will NOT VOTE on the
bylaw amendment. If you return a GREEN proxy card, you will be
granting the persons named as proxies discretionary authority to
vote on any other matters of which they are not now aware that
may come before the meeting including matters relating to the
conduct of the meeting.
Voting Requirements
If a quorum is not present at the meeting, or if a quorum is
present but sufficient votes to approve any of the proposals are
not received, the persons named as proxies may propose one or
more adjournments of the meeting to permit further solicitation
of proxies, consideration of matters of which we are not aware at
this time, or negotiations with the incumbent directors. The
proxies may also propose one or more adjournments for other legal
reasons not currently foreseen. If an adjournment of the meeting
is proposed, the persons named as proxies on the GREEN proxy card
will vote for or against such adjournment in their discretion.
The proxies may also temporarily decline to attend the meeting
(which we believe is permitted under state law), thereby possibly
preventing a quorum to solicit additional proxies, if the proxies
reasonably determine that management has taken or will take any
illegal action to impede the voting rights of the shareholders,
or for other legal reasons not currently foreseen. Please refer
to the Company's proxy statement for the voting requirements for
each proposal.
Revocation of Proxies
You may revoke any proxy you give to management or to us at
any
time prior to its exercise by (i) delivering a written revocation
of your proxy to the Company; (ii) executing and delivering a
later dated proxy to us or to the Company or to our respective
agents; or (iii) voting in person at the meeting. (Attendance at
the meeting will not in and of itself revoke a proxy.) There is
no limit on the number of times you may revoke your proxy prior
to the meeting. Only the latest dated, properly signed proxy
card will be counted.
Information Concerning the Soliciting Shareholder
The soliciting shareholder is Opportunity Partners L.P. 60
Heritage Drive, Pleasantville, NY 10570. As noted above, I,
Phillip Goldstein am an investment manager who presently manages
investment portfolios having assets in excess of $50 million.
Since December 1, 1992, I have been the president and 50%
shareholder of Kimball & Winthrop, Inc., the general partner of
Opportunity Partners. Since 1996, I have taken an active role in
urging the management of certain companies to take various
actions that I believe would benefit those companies and their
shareholders. My actions have included discussions with
management, submitting a shareholder proposal, conducting a proxy
contest and filing a lawsuit.
As of June 15, 2000 Opportunity Partners owned directly one
share of Common Stock of the Company. I am also deemed to be the
beneficial owner of 273,996 shares of Common Stock held in
brokerage accounts by my clients (including Opportunity Partners)
and me. Combined, these personal and client holdings total
273,997 shares, representing approximately 2.9% of the Company's
outstanding Common Stock. Exhibit 1 to this proxy statement
contains a schedule showing my purchases and sales of Common
Stock within the past two years.
REASON FOR THE SOLICITATION
We are conducting this contest in order to give shareholders
an opportunity to elect directors who we feel are more committed
to increasing shareholder value than the incumbents and that do
not face the sort of conflicts of interest as the incumbent
directors do because of their ties to management. To prove their
commitment, our nominees will have their fees held in escrow
until the Company's stock price rises to $12 per share. We also
believe that an independent investigation into the circumstances
leading to the proposed (and subsequently abandoned)
restructuring of the Company is warranted to resolve many
unanswered questions.
OTHER CONSIDERATIONS
Implementation of certain extraordinary actions such as a
merger, sale or liquidation of the Company may require
shareholder approval, and no assurance can be given that such
approval will be obtained. In addition, various costs, which
would be borne indirectly by shareholders, may be associated with
such actions, including but not limited to those related to
holding a special meeting of shareholders. We believe that such
costs are far outweighed by the benefit of a higher stock price
that would result from these actions.
I believe that all shareholders of the Company will benefit
if any actions taken to improve shareholder value or to reduce or
eliminate the gap between the Company's stock price and its
liquidating value are successful. However, you should know that
I also have personal financial incentives to increase the
Company's stock price because my clients who hold shares of the
Company pay me fees that are based upon the realized and
unrealized gains that they earn. Thus, these fees may partially
depend on the value of the Company's shares.
ELECTION OF DIRECTORS
At the meeting, I will nominate the following persons for
election as a director for a term expiring in 2001.
Name, Address, Age
Phillip Goldstein
(Age 55)
60 Heritage Drive
Pleasantville, NY
10570
Glenn Goodstein
(Age 37)
16830 Adlon Road
Encino, CA 91436
Andrew Dakos (Age
34)
14 Mill Street
Lodi, NJ 07644
Gerald Hellerman
(Age 62)
10965 Eight Bells
Lane
Columbia, MD 21044
Principal Business
Occupation(s)
Since 1992, Mr.
Goldstein has
managed
investments for a
limited number of
clients and has
served as the
portfolio manager
and president of
the general
partner of
Opportunity
Partners, a
private investment
partnership. From
1998-2000, he was
a director of
Clemente Strategic
Value Fund and was
elected a director
of Mexico Equity &
Income Fund in
February 2000 and
of The Italy Fund
in May 2000.
Since 1992, Mr.
Goodstein has
managed
investments for a
limited number of
clients. Between
1988 and 1996, Mr.
Goodstein held
several executive
positions with
Automatic Data
Processing.
Private investor.
Vice President --
Sales, UVitec
Printing Ink,
Inc. since 1997,
Sales Manager
1992-1997.
Managing director
of Hellerman
Associates, a
financial
consulting firm;
Trustee of Third
Avenue Trust since
1993; Director of
Clemente Strategic
Value Fund from
1998-2000
Rajeev Das (Age 31) Senior Analyst for Kimball &
Winthrop,Inc., since 1997. Credit
125 Seaman Avenue Manager for Muriel Siebert & Company
from 1995-1997.
New York, NY 10034
Steven Samuels (Age 43) Principal of Samuels Chase & Co., a
licensed broker-dealer since 1995;
72 Coleytown Road Principal of Kimball & Winthrop,
Inc., General Partner of
Opportunity
Westport, CT 06880 Partners L.P. since 1992.
Brian Appel (Age 40) Managing Partner of Appel &
Associates, LLP, a law firm
specializing
1901 Avenue of the Stars, in real estate and commercial
transactions since 1991.
Los Angeles, CA 90067
John A. (Pete) Bricker, Jr.
(Age 48) Principal and co-founder SCM
Advisors, LLC (1992), investment
advisor
5330 Castlewood Road for Sandera Capital Management,
L.P.; former director General
Dallas, TX 75229 Housewares Corp.
Peter F. Brennan (Age 45) Co-founder of MidCap Investors
(1990); President of Noyes Partners
Inc.,
50 Broad Street -12th Floor a registered broker-dealer since
1998. Chair of Corporate
Governance &
New York, NY 10004 Shareholders Rights Committee of
the NY Society of Security
Analysts.
As of June 15, 2000 Mr. Das, Mr. Dakos, Mr. Goldstein, Mr.
Goodstein and Mr. Brennan beneficially owned 1,000, 4,000,
273,997,20,000 and 7,000 shares of the Company respectively.
None of the other nominees own any shares.
Other than fees that may be payable by the Company to its
directors, none of our nominees have any arrangement or
understanding with any person with respect to any future
employment by the Company or by any affiliate of the Company.
The persons named as proxies on the enclosed GREEN proxy
card intend, in the absence of contrary instructions, to vote all
proxies they are entitled to vote IN FAVOR of the election of the
above persons, each of whom have consented to stand for election
and to serve if elected. If any nominee is unable to serve, an
event not now anticipated, the proxies will be voted for such
other person, if any, as is designated by the proxies.
A STOCKHOLDER PROPOSAL TO AMEND CAPTEC'S BYLAWS TO PROHIBIT
DIRECT OR INDIRECT USE OF CORPORATE FUNDS TO PURCHASE
INSURANCE TO SECURE CAPTEC'S OFFICERS, DIRECTORS, OR EMPLOYEES
AGAINST LIABILITY FOR ERRORS, OMISSIONS, BREACHES OF FIDUCIARY
DUTY AND TORTS
This proposal and the proponent's supporting statement are
presented in management's proxy statement. We are not making a
recommendation on this proposal. Consequently, in the absence of
contrary instructions, the proxies will not vote your shares on
this proposal.
A RECOMMENDATION THAT THE BOARD OF DIRECTORS AUTHORIZE AN
INDEPENDENT INVESTIGATION INTO THE CIRCUMSTANCES LEADING TO
THE PROPOSED (AND SUBSEQUENTLY ABANDONED) RESTRUCTURING OF THE
COMPANY
Because of the allegations by a number of shareholders of
improprieties and two lawsuits by shareholders alleging
violations of fiduciary duty, we think it is desirable to conduct
an independent investigation into the circumstances leading to
the proposed merger. The cost of the investigation would be
borne by the Company.
THE SOLICITATION
I am making this solicitation on behalf of Opportunity
Partners. Persons affiliated with or employed by affiliates of
Opportunity Partners may assist me in the solicitation of
proxies. They will not receive any special compensation for
their services. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward this proxy
statement and the enclosed GREEN proxy card to the beneficial
owners of shares of Common Stock for whom they hold shares of
record. We will reimburse these organizations for their
reasonable out-of-pocket expenses.
Initially, I will personally bear all of the expenses related
to this proxy solicitation. Because I believe that the
shareholders will benefit from this solicitation, I intend to
seek reimbursement of these expenses from the Company.
Shareholders will not be asked to vote on the reimbursement of
solicitation expenses incurred by either the incumbent directors
or me. I estimate that my expenses will be about $35,000. As of
July 6, 2000, my expenses have been approximately $12,000. If
the Company does not reimburse me, I may seek reimbursement from
one or more of my clients or from their affiliates.
Neither Opportunity Partners nor I have, within the past year,
been a party to any contract, arrangement or understanding with
any person with respect to any securities of the Company. In
addition, there is no arrangement or understanding involving
either myself or any affiliate that relates to future employment
by the Company or any future transaction with the Company.
ADDITIONAL PROPOSALS
We know of no business that will be presented for
consideration at the meeting other than that set forth in this
proxy statement and in the Company's proxy statement. Unless
instructed otherwise, if any other matters are properly presented
for consideration at the meeting, it is the intention of the
persons named as proxies in the enclosed GREEN proxy card to vote
in accordance with their own best judgment on such matters.
DATED: July 6, 2000
EXHIBIT 1: SECURITIES OF THE COMPANY PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING SHAREHOLDER
Except as disclosed in this proxy statement, I have not had
any interest, direct or indirect in the Company. The following
table sets forth certain information with respect to purchases
and sales of shares of Common Stock of the Company within the
past two years by me and by accounts holding shares as to which I
am deemed to be the beneficial owner (the "Accounts"). Some of
the shares are held in margin accounts, together with other
securities. Therefore, a portion of the purchase price and
market value of the shares may from time to time be represented
by margin borrowings, depending upon the net debit balances, if
any, of the margin accounts, which fluctuate daily.
Date
Bought
Date
Bought
Date
Bought
6/29/00
1000
6/16/00
7300
6/7/00
1300
6/6/00
1400
5/26/00
2600
5/25/00
13000
5/5/00
18000
4/24/00
7700
4/20/00
500
4/19/00
19300
4/18/00
22700
4/17/00
28000
4/14/00
35000
4/13/00
100
4/4/00
14000
4/3/00
2900
3/31/00
14300
3/30/00
10000
3/29/00
2800
3/28/00
5000
3/27/00
8398
3/21/00
5600
3/20/00
2400
3/17/00
4500
3/16/00
2500
3/13/00
300
3/9/00
2400
3/8/00
1500
3/7/00
6000
3/6/00
10900
3/3/00
1100
2/24/00
11100
2/23/00
2000
2/16/00
10000
2/15/00
5000
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF CAPTEC
NET LEASE REALTY, INC. BY OPPORTUNITY PARTNERS L.P. FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 9, 2000
The undersigned hereby appoints Steven Samuels, Andrew Dakos and
Phillip Goldstein, and each of them, as the undersigned's
proxies, with full power of substitution, to attend the Annual
Meeting of Shareholders of Captec Net Lease Realty, Inc. to be
held at 10:00 a.m. on August 9, 2000, at the Ritz-Carlton Hotel,
300 Town Center Drive, Dearborn, MI 48126 (the "Meeting"), and
any adjournment or postponement thereof, and to vote on all
matters that may come before the Meeting and any such adjournment
or postponement the number of shares that the undersigned would
be entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [
].)
1. ELECTION OF NINE DIRECTORS
FOR all of the nominees listed below [ ]
WITHHOLD AUTHORITY [ ]
(except as indicated to the contrary below)
to vote for all of the nominees listed below
PHILLIP GOLDSTEIN, GLENN GOODSTEIN, ANDREW DAKOS, GERALD
HELLERMAN, RAJEEV DAS, STEVE SAMUELS, BRIAN APPEL, PETER BRENNAN
AND JOHN A. (PETE) BRICKER, JR.
To withhold authority to vote for one or more nominees,
enter the name(s) of the nominee(s) below.
____________________________________________________________
__________________
2. A STOCKHOLDER PROPOSAL TO AMEND CAPTEC'S BYLAWS TO PROHIBIT
DIRECT OR INDIRECT USE OF CORPORATE FUNDS TO PURCHASE
INSURANCE TO SECURE CAPTEC'S OFFICERS, DIRECTORS, OR EMPLOYEES
AGAINST LIABILITY FOR ERRORS, OMISSIONS, BREACHES OF FIDUCIARY
DUTY AND TORTS.
FOR [ ] AGAINST [ ]
ABSTAIN [ ]
3. RECOMMENDATION THAT THE BOARD OF DIRECTORS AUTHORIZE AN
INDEPENDENT INVESTIGATION OF THE CIRCUMSTANCES LEADING TO THE
PROPOSED (AND SUBSEQUENTLY ABANDONED) RESTRUCTURING.
FOR [ ] AGAINST [ ]
ABSTAIN [ ]
4. ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
FOR [ ] AGAINST [ ]
ABSTAIN [ ]
Please sign and date below. Your shares will be voted as
directed. If no direction is made, this proxy will be voted FOR
the election of the nominees named above in Proposal 1, FOR
Proposals 3 and 4 and will NOT VOTE on Proposal 2. The
undersigned hereby acknowledges receipt of the proxy statement
dated July 6, 2000 of Opportunity Partners L.P. and revokes any
proxy previously executed. (Important - Please be sure to enter
date.)
Please sign exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. When signing as an
attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by the President or other duly authorized officer.
If a partnership, please sign in partnership name by authorized
person. Please return promptly in the enclosed envelope.
SIGNATURE(S)______________________________________ Dated:
_______________