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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT TO
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant: [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary-Revised proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
(Name of registrant as specified in its charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which
transaction applies:_____________________________________
(2) Aggregate number of securities to which transaction
applies:_________________________________________________
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
_________________________________________________________
(4) Proposed maximum aggregate value of transaction:_________
(5) Total fee paid:__________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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.
(1) Amount previously paid:__________________________________
(2) Form, schedule or registration statement no.:____________
(3) Filing party:____________________________________________
(4) Date filed:______________________________________________
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CAPTEC FRANCHISE CAPITAL
PARTNERS L.P. III
24 FRANK LLOYD WRIGHT DRIVE
LOBBY L, 4TH FLOOR
ANN ARBOR, MICHIGAN 48106
April __, 1998
Dear Limited Partner:
This letter (the "Letter") is being furnished to holders (the "Investors")
of limited partnership interests (the "Units") of Captec Franchise Capital
Partners L.P. III, a Delaware limited partnership (the "Partnership"), in
connection with the solicitation by the Partnership of written consents to,
effective January 1, 1998, transfer the Units owned by the general partners of
the Partnership to Captec Net Lease Realty, Inc., a Delaware corporation ("Net
Lease"), and elect Net Lease as general partner of the Partnership. The
proposal (the "Proposal") to which this Letter and the enclosed consent form
relates is more fully set forth below. This letter and the enclosed consent
form are first being furnished on or about April __, 1998, to Investors
reflected on the Partnership's list of record and beneficial holders of Units
dated April __, 1998. The Partnership has established April __, 1998 as the
record date (the "Consent Record Date") for Investors to act by written consent
as contemplated hereby.
INVESTORS ARE BEING ASKED TO CONSENT TO THE PROPOSAL BY SIGNING, DATING
AND PROMPTLY MAILING THE ENCLOSED CONSENT FORM no later than
_____________________. At such time as the Partnership receives unrevoked
written consents representing at least a majority of the Units outstanding, the
Proposal shall take effect. Only Investors of record on the Consent Record Date
are eligible to give their consent to the Proposal and the enclosed consent
form may only be utilized by such Investors.
The Proposal provides for, effective January 1, 1998, (1) the transfer of
the general partnership interests owned by the current and original general
partners, Patrick L. Beach and Captec Franchise Capital Corporation III, a
Michigan corporation (collectively, the "Current General Partners"), to Net
Lease, (2) the election of Net Lease as general partner of the Partnership, and
(3) the continuation of the business of the Partnership by Net Lease as a
successor general partner of the Partnership, without dissolution. The Current
General Partners will receive $1,152,000 in consideration for the transfer of
the general partnership interests to Net Lease, $136,000 in cash being paid to
Mr. Beach and $1,016,000 being offset against amounts due to Net Lease by
Captec Financial Group, Inc., the sole shareholder of Captec Franchise Capital
Corporation III.
The Partnership is in favor of this proposal because it results in: (1) a
significant increase in the net worth of the general partner, and (2) a general
partner that is a public company traded on the NASDAQ that is subject to the
financial reporting requirements regulated by the Securities and Exchange
Commission (SEC). Further, these results are achieved while effectively
maintaining the existing management of the Partnership. These results are
described in more detail below. It should also be noted, as discussed in
greater detail below, that Net Lease is an affiliate of the Current General
Partners.
If the Proposal is approved, effective January 1, 1998, the general
partnership interests owned by the current General Partners will be transferred
and assigned to Net Lease. Simultaneously with the transfer of the general
partnership interests owned by the Current General Partners to Net Lease, Net
Lease will become the successor General Partner of the Partnership and the
business of the Partnership will continue without dissolution.
The Agreement of Limited Partnership of the Partnership (the "Partnership
Agreement") sets forth the respective rights, duties and obligations of the
general partners and the Investors. Section 15.1.1(g) provides that the
General Partners must obtain the approval of the Limited Partners by Majority
Vote prior to assigning a General Partner's interest in the Partnership. Upon
withdrawal of the last remaining General Partner, the Limited Partners by a
Majority Vote may elect to continue the business of the Partnership and elect a
successor General Partner pursuant to section 18.1.1 of the Partnership
Agreement. In determining the existence of the vote of a Majority of the
Limited Partners, the Units owned by the Current General Partners and their
Affiliates (as defined in the Partnership Agreement) will not be included
pursuant to section 15.1.2 of the Partnership Agreement.
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Limited Partner
April __, 1998
Page 2
The Partnership was organized in 1994 to acquire, hold, lease, mortgage,
operate, sell or otherwise dispose of properties and equipment to be leased
primarily on a "triple-net" basis to operators of national chain and nationally
franchised fast-food, family style and dinner house restaurants as well as
other franchised or service-type businesses such as automotive and specialty
retail franchises. Since its inception, the Partnership has spent $16.6
million to acquire eleven properties and nine equipment packages
Net Lease (SEC File No. 333-34983) is a corporation that intends to
qualify as a real estate investment trust ("REIT") and acquires, develops and
owns high-quality free standing properties leased principally on a long-term
triple-net basis to national and regional chain and franchised restaurants and
retailers. On November 14, 1997, Net Lease completed its initial public
offering in which it sold 8 million shares of common stock at a price of $18
per share, resulting in net proceeds, after offering expenses, of $132.9
million. Net Lease is quoted on the NASDAQ National Market under the symbol
"CRRR".
As of December 31, 1997, Net Lease had a portfolio of 112 properties
located in 29 states. In addition, as of December 31, 1997, Net Lease had
agreements in principal for the acquisition, which Net Lease expects to be
substantially completed in 1998, of 43 additional properties located in 14
states. As of December 31, 1997, Net Lease had total assets of $181.7 million,
total stockholders' equity of $134.8 million, and total revenues for the year
of $13.4 million, each as set forth on the audited financial statements
contained in the Form 10-K of Net Lease for the year ended December 31, 1997
that is included with this letter. Such Form 10-K is hereby incorporated by
referenced. In addition, the audited balance sheet of Net Lease as of December
31, 1996 and 1995, and the related statements of operations, changes in
stockholders' equity, and cash flows for the years then ended included in the
registration statement (the "Registration Statement") filed by Net Lease in
connection with its initial public offering (SEC File No. 333-34983) is hereby
incorporated by reference, and will be provided to any limited partner upon
contacting Tracy Kirby of Captec Franchise Capital Partners L.P. III by phone,
toll-free at 1-888-422-7832.
Although the officers and directors of Net Lease have extensive experience
in the real estate industry, they do not have any prior experience managing a
REIT. Such lack of prior experience in managing a REIT could have a material
adverse effect on the performance of Net Lease. Furthermore, Net Lease is
dependent on the efforts of Patrick L. Beach, its Chairman, President and Chief
Executive Officer, W. Ross Martin, its Executive Vice President and Chief
Financial Officer and a director, and Ronald Max, its Vice President and Chief
Investment Officer. Because Net Lease is substantially dependent on the
services of Messrs. Beach, Martin and Max and there currently are no other
executive officers of Net Lease, Net Lease may be considered to have limited
management. The loss of the services of any of these executive officers could
have a material adverse effect on Net Lease. Although Net Lease has entered
into three-year employment agreements with Messrs. Beach and Martin, those
agreements may not assure the continued service of either of them to Net Lease.
If the Proposal is approved, effective January 1, 1998, the general
partnership interests owned by the current General Partners will be transferred
and assigned to Net Lease. Simultaneously with the transfer of the general
partnership interests owned by the Current General Partners to Net Lease, Net
Lease will become the successor General Partner of the Partnership and the
business of the Partnership will continue without dissolution. At the time of
Net Lease's initial public offering, Net Lease contemplated acquiring the
general partnership interests in the Partnership and disclosed this in its
Registration Statement. In the Registration Statement, Net Lease discussed the
potential risks involved in acquiring the general partnership interests and
disclosed that the contemplated transaction would be subject to the approval of
the limited partners of the Partnership. The principal reason the Current
General Partners are transferring the general partnership interests to Net
Lease is that this will enable both Net Lease and the Partnership, as
affiliates, to benefit from having all management and acquisition activities
under the singular direction of Net Lease's management and Board of Directors.
Net Lease has adopted certain conflict of interest resolution procedures
designed to ensure and protect the interests of the Limited Partners, including
that Net Lease will offer first to the Partnership all properties suitable for
acquisition by both Net Lease and the Partnership.
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Limited Partner
April __, 1998
Page 3
The executive officers and directors of Net Lease have extensive
experience in the acquisition, development and ownership of net leased
properties, particularly those used in restaurant and retail operations, and
have served in senior positions with large restaurant franchisees, retailers
and real estate companies. Additional information with respect to such
executive officers and directors is set forth below, which is a reprint of
information that was provided in the prospectus, dated November 13, 1997, for
the initial public offering of Net Lease:
NAME AGE POSITION WITH NET LEASE
Patrick L. Beach ......... 41 Chairman of the Board of Directors,
President and Chief Executive, Officer
W. Ross Martin............ 37 Director, Executive Vice President,
Chief Financial Officer and Treasurer
Ronald Max ............... 40 Vice President and Chief Investment Officer
H. Reid Sherard .......... 49 Director
Richard J. Peters ........ 49 Independent Director
Creed L. Ford, III ....... 45 Independent Director
William H. Krul, II ...... 48 Independent Director
Lee C. Howley ............ 50 Independent Director
PATRICK L. BEACH is the Chairman of the Board of Directors, President and
Chief Executive Officer of Net Lease, Captec Financial, and Captec Net Lease
Realty Advisors, Inc. Since founding Captec Financial in 1981, Mr. Beach has
served as the Chairman of its Board of Directors, President and Chief Executive
Officer, as well as in similar capacities for various of its affiliates. Mr.
Beach has worked exclusively with Captec Financial and its affiliates since
1991. From 1989 to 1991 Mr. Beach also served as Chairman and President of
Illiana Printing, Inc., the master franchisor for American Speedy Printing
Centers, Inc. in the states of Illinois and Indiana. From 1986 until 1990 Mr.
Beach was the Chairman of Wendy's of San Diego, Inc., a 27-unit franchisee of
Wendy's International. Mr. Beach is a graduate of the University of Michigan
School of Business Administration (B.B.A. 1977).
W. ROSS MARTIN is a director, Executive Vice President, Chief Financial
Officer and Treasurer of Net Lease and a director, Executive Vice President and
Chief Financial Officer of Captec Financial and Captec Net Lease Realty
Advisors, Inc. Mr. Martin joined Captec Financial in 1985 as Controller, was
promoted to Vice President -- Finance in 1986 and Chief Financial Officer in
1994, and currently serves as a director and Executive Vice President and Chief
Financial Officer of Captec Financial and in a similar capacity for various of
its affiliates. From 1982 until 1985, he was employed by Deloitte Haskins &
Sells, most recently as senior consultant in the Emerging Business Services
practice. Mr. Martin is a graduate of the University of Michigan School of
Business Administration (B.B.A. 1982) and a Certified Public Accountant.
RONALD MAX is Vice President and Chief Investment Officer of Net Lease.
Mr. Max joined Captec Financial in 1995 to help establish a retail properties
acquisition and development program. From 1988 to 1995 Mr. Max held various
positions with Brauvin Real Estate Funds, including Chief Financial Officer and
Director of Acquisitions, where he was responsible for the acquisition and
funding of over $100.0 million of retail properties. Prior to 1988, Mr. Max
had extensive experience in real estate and financing. Mr. Max is a graduate
of Northern Illinois University (B.S. 1979) and a Certified Public Accountant.
H. REID SHERARD is a director and currently is Senior Vice President --
Sales and Marketing of Captec Financial, by which he has been employed since
1994. From 1986 to 1994 Mr. Sherard was
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Limited Partner
April __, 1998
Page 4
employed by Franchise Finance Corporation of America in several positions
including Vice President, Acquisitions. Mr. Sherard is a graduate of
Charleston Southern University (B.S. 1970).
RICHARD J. PETERS is a director and currently serves as President of R.J.
Peters & Company, L.L.C., a privately held investment company. From 1986
through June 1997, Mr. Peters was a senior executive of Penske Corporation
("Penske"), a privately held transportation services company. Most recently,
Mr. Peters served as Executive Vice President and Chief Financial Officer of
Penske, and as President and Chief Executive Officer of Penske Motorsports,
Inc. Mr. Peters also is a director of Penske, Penske Motorsports, Inc. and Aon
Funds. Mr. Peters is a graduate of Wayne State University (B.B.A. 1969).
CREED L. FORD, III is a director and currently is the Chief Executive
Officer of Kona Restaurant Group which owns and operates Johnny Carino's
Italian Kitchen and Kona Ranch Steak House restaurants and is a Chili's Grill
and Bar franchisee. From 1976 until 1997 Mr. Ford served in numerous
capacities with Brinker International ("Brinker"), a multi-concept casual
dining company, most recently as its Chief Operating Officer and a director.
While with Brinker, Mr. Ford participated in the establishment of Chili's, the
development of 600 restaurants world-wide and the management of over 70,000
employees. Mr. Ford is a graduate of Texas A&M University (B.S. 1975).
WILLIAM H. KRUL is a director and has been associated for the past 28
years with the Miller-Valentine Group and its affiliates, most recently as
President of Miller-Valentine Construction, Inc. Mr. Krul is a director of
Mercy Siena Woods Nursing Home and Mercy Western Ohio. Mr. Krul is a graduate
of Wright State University in Dayton, Ohio (B.A. 1971).
LEE C. HOWLEY is a director and has been the sole owner and President of
Howley & Company, a real estate brokerage and development company, since 1981,
and has been the sole owner and Chairman of Coast Management Company, a
cleaning and real estate management company, since 1987. Mr. Howley is a
director of Boykin Lodging Company, International Total Services, Inc. and
LESCO, Inc., and currently serves as Co-Chairman of the Rock 'n Roll Hall of
Fame and Museum in Cleveland, Ohio. Mr. Howley is a graduate of Georgetown
University (B.A. 1970) and New York University (M.B.A. 1972).
Upon approval and assignment of the Partnership's general partnership
interests to Net Lease, the individuals who have been responsible for the
management of the Partnership will continue to have a significant role in the
management as Patrick L. Beach, one of the Current General Partners, is also
the Chairman of the Board of Directors, President, and Chief Executive Officer
of Net Lease. Mr. Beach also holds officer positions with Captec Franchise
Capital Corporation III, the other Current General Partner, and Captec
Financial Group, Inc. ("Captec Financial"), the sole shareholder of Captec
Franchise Capital Corporation III. W. Ross Martin, the only other officer of
Captec Franchise Capital Corporation III, is also an officer of each of Captec
Financial and Net Lease. Hence, the individuals managing the Partnership as
officers of the corporation that is a Current General Partner will continue to
participate in the management of the Partnership by virtue of their officer
positions with Net Lease.
Captec Net Lease Realty Advisors, Inc. and Captec Financial, both
affiliates of Net Lease, together manage the operations of Net Lease and
provide it with investment and financial advisory services pertaining primarily
to the acquisition, development and leasing of properties. As such, for
investment and financial advice, Net Lease will be relying substantially on
Captec Financial, the sole shareholder of one of the Current General Partners,
Captec Franchise Capital Corporation III. Since 1981, Captec Financial and its
affiliates have developed substantial expertise in all aspects of the
franchise, chain restaurant and specialty retail finance business, including
business concept, property and lessee underwriting, property acquisition,
lessee credit analysis and monitoring, direct marketing, portfolio management,
accounting and other administrative functions. As of June 30, 1997, Captec
Financial employed over 60 people, including a senior management team with
substantial direct industry experience. Including Net Lease, as of June 30,
1997, Captec Financial had assets under management of approximately $350.0
million and combined debt and equity capital of approximately $540.0 million
including available, but unutilized, borrowing capacity.
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Limited Partner
April __, 1998
Page 5
Upon approval and assignment of the Partnership's general partnership
interests to Net Lease, for its services as the General Partner, Net Lease will
be entitled to receive compensation from the Partnership pursuant to the
Partnership Agreement. This compensation (which in some cases is subordinated
to prior distributions to the limited partners of specified returns on their
initial capital investment) includes real property and equipment acquisition
fees, a property management fee based on the gross rental revenue of the
Partnership, reimbursement of expenses and specified percentages of the net
proceeds from the sale, refinancing or liquidation of property or equipment.
Based upon its 1.0% General Partner Interest in the Partnership, pursuant to
the Partnership Agreement, Net Lease will also receive 1.0% of all
distributions of cash made by the Partnership (the amount and timing of which
distributions will be determined by Net Lease as the General Partner). This
compensation is identical to the compensation that the Current General Partners
receive for their services to the Partnership.
In addition to being an officer and director of each of Net Lease and
Captec Franchise Capital Corporation III, as of March 16, 1998, Mr. Beach owned
461,516 shares of Net Lease common stock, which constituted 4.9% of the
outstanding shares of Net Lease common stock. Mr. Martin, who is an officer
and director of Net Lease and an officer of Captec Franchise Capital
Corporation III, as of March 16, 1998, owned 210,036 shares of Net Lease common
stock, which constituted 2.2% of the outstanding shares of Net Lease common
stock.
As of April______, 1998, the Partnership had ________ Units outstanding,
and Affiliates of the Current General Partners owned an aggregate of 24 Units,
none of which will be considered in determining the existence of a majority of
the Units voting for the Proposal. No Partnership Units are owned by the
Current General Partners or any officers or directors of Captec Franchise
Capital Corporation III, and no single person or entity owns more than 5% of
the Units. The Partnership believes that written consents representing at
least _________ Units will constitute the requisite number of written consents
to effectuate the Proposal. At such time as the Partnership receives valid and
unrevoked written consents representing at least a majority of the Units
outstanding, not including those held by the Current General Partners and their
Affiliates, the Proposal will take effect. We urge you to read this Letter
carefully and then sign, date and promptly mail the enclosed consent form to
the Partnership.
Each Unit entitles the Investor thereof to one vote with respect to the
written consent solicited hereby. Only Investors of Units of record may
consent to the Proposal. If your Units are held in the name of a brokerage
firm, bank, nominee or other institution, only such institution can sign a
written consent with respect to your Units and can do so only at your
direction. Accordingly, if your Units are so held, please contact your account
representative and give instructions to have the enclosed consent form executed
with respect to your Units. Notwithstanding the foregoing, with respect to any
Units owned by an IRA or other account of which you are the beneficiary and of
which MAVRICC Management Services, Inc. ("MAVRICC") is the servicer (the Units
would be held in the name of the bank or other institution which is the
custodian or trustee of the account), MAVRICC will obtain written instructions
from such custodian or trustee confirming your (the Investor's) instructions as
expressed on your consent form with respect to the voting of your Units in
connection with the Proposal and directing and authorizing the Partnership to
vote your Units as indicated by you on the consent form you return to the
Partnership.
Your consent is important. No matter how many Units you own, the
Partnership urges you to vote FOR the proposal by signing, dating, and promptly
mailing the enclosed consent form in the postage prepaid, self-addressed
envelope. If you have any questions or need assistance, please call Captec
Franchise Capital Partners L.P. III, toll-free at 1-888-422-7832.
Because approval of the Proposal requires the affirmative consent of
Investors owning of record at least a majority of the Units outstanding (not
including Units owned by the Current General Partners and their Affiliates),
abstentions and broker non-votes will have the effect of votes against the
proposal. The Partnership urges that Investors execute the enclosed consent
form FOR the Proposal.
It is the present intention of the Partnership to close this consent
solicitation at the earliest possible time. The earliest possible time that
this consent solicitation can be closed is that date on which the valid and
unrevoked written consents of at least a majority of the Units outstanding (not
including the Units owned by the Current General Partners and their Affiliates)
have been received by the Partnership.
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Limited Partner
April __, 1998
Page 6
The Partnership is seeking, if possible, to close this consent solicitation on
or about ____________________________.
A consent signed, dated and mailed by an investor may be subsequently
revoked by written notice of revocation to the Partnership. A revocation may
be in any written form validly signed by the record holder as long as it
clearly states that such holder's consent previously given is no longer
effective. To prevent confusion, the notice of revocation must be dated. To
be effective, an Investor's written notice of revocation of his or her
previously executed and delivered consent must be delivered prior to the time
that the requisite number of signed unrevoked consent forms have been received
by the Partnership as set forth above. The revocation may be delivered to
Captec Franchise Capital Partners L.P. III at 24 Frank Lloyd Wright Drive,
Lobby L, 4th Floor, Ann Arbor, Michigan 48106.
If the Proposal is approved, effective January 1, 1998, the Units owned by
the current General Partners will be transferred and assigned to Net Lease,
and, simultaneously with such transfer Net Lease will become the successor
General Partner of the Partnership, the business of the Partnership will
continue without dissolution, and the Partnership Agreement will be amended
accordingly. Such amendment will reflect the transfer of the Units owned by
the Current General Partners to Net Lease, the withdrawal of the Current
General Partners from the Partnership and the admission of Net Lease as a
successor General Partner with respect to the transferred Units. The amendment
will be executed by Net Lease and by the Current General Partners on their own
behalves and as attorney-in-fact for the Limited Partners in accordance with
section 19.1 of the Partnership Agreement.
The expenses of this consent solicitation, including the cost of preparing
this Letter and the legal fees incurred by the Partnership in connection with
the preparation of this Letter and the consent form will be paid by Net Lease.
To date, the costs have been approximately $4,000, and the Partnership
estimates that it will incur additional costs of approximately $13,500. In
addition to solicitation by use of the mails, consents may be solicited by
agents of Net Lease in person or by telephone, telegram or other means of
communication. Such agents may have a variety of relationships with Net Lease
or the Partnership, but will not receive any compensation for their efforts.
Arrangements may also be made with custodians, nominees and fiduciaries for
forwarding of consent solicitation materials to the beneficial owner of the
Units, and Net Lease may reimburse such custodians, nominees and fiduciaries
for reasonable expenses incurred in connection therewith.
For additional information, please contact either MAVRICC Management
Systems by mail at 1845 Maxwell, Suite 101, Troy, Michigan 48084-4510 or Tracy
Kirby of Captec Franchise Capital Partners L.P. III by phone, toll-free at
1-888-422-7832.
Sincerely,
CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
8
CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
CONSENT
The undersigned, a holder of limited partnership interests (the "Units")
in Captec Franchise Capital Partners L.P. III, a Delaware limited partnership
(the "Partnership"), does hereby vote, with respect to all Units owned by the
undersigned, as follows:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
APPROVAL of the Proposal more particularly described in the letter
accompanying this Consent (the "Letter"), dated April __, 1998, receipt of
which is hereby acknowledged, to transfer the Units owned by each of the
general partners of the Partnership, Patrick L. Beach and Captec Franchise
Capital Corporation III, a Michigan corporation, to Captec Net Lease Realty,
Inc., a Delaware corporation ("Net Lease"), and elect, effective simultaneously
with such transfer, Net Lease as general partner of the Partnership, and
continuation of the business of the Partnership by Net Lease as a successor
general partner of the Partnership, without dissolution.
THIS CONSENT IS SOLICITED BY CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III.
WHEN THIS CONSENT FORM IS PROPERLY EXECUTED, THE UNITS REPRESENTED HEREBY WILL
BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE ON THIS CONSENT FORM, THE
UNITS REPRESENTED HEREBY WILL BE VOTED FOR THE PROPOSAL.
Dated: ____________________
____________________________
Signature
____________________________
Signature (if held jointly)
____________________________
Title
Please sign exactly as name appears on the envelope in which this material
is delivered. When Units are held by joint tenants, both should sign. When
signing as an attorney, as executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS CONSENT FORM PROMPTLY USING THE
ENCLOSED PREPAID ENVELOPE TO: MAVRICC Management Systems, Inc., 1845 Maxwell,
Suite 101, Troy, Michigan 48084-4510. If you have any questions, please call
Tracy Kirby of Captec Franchise Capital Partners L.P. III toll-free at
1-888-422-7832.