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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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Captec Net Lease Realty, Inc.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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CAPTEC NET LEASE REALTY, INC.
24 FRANK LLOYD WRIGHT DRIVE
LOBBY L, 4TH FLOOR - P.O. BOX 544
ANN ARBOR, MI 48106
WWW.CAPTEC.COM
NASDAQ:CRRR
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Patrick L. Beach W. Ross Martin Leslie Hunziker Georganne Palffy
President & CEO Chief Financial Officer General Info. Analysts/lnvestors
(734) 994-5505 (734) 994-5505 (312) 640-6760 (3l2) 640-6768
FOR IMMEDIATE RELEASE
TUESDAY, AUGUST 1, 2000
CAPTEC NET LEASE REALTY RECEIVES SUPPORT FOR CURRENT BOARD FROM ISS,
NATION'S LEADING INDEPENDENT VOTING ADVISORY FIRM
ANN ARBOR, MICHIGAN, AUGUST 1, 2000--CAPTEC NET LEASE REALTY, INC. (NASDAQ:
CRRR) today reported that Institutional Shareholder Services (ISS), the nation's
leading independent proxy advisory firm, has recommended that its subscribers
vote FOR the re-election of Captec's director nominees and reject the slate of
director nominees proposed by Phillip Goldstein of Opportunity Partners, L.P. at
its August 9, 2000, annual meeting of shareholders.
In its analysis, ISS said, "We believe that the dissident case is a weak one.
Mr. Goldstein seeks total control of the Captec board with less than a
three-percent ownership stake and proposes a slate of directors with limited
real estate experience." The report goes on to state that Captec has done a
reasonably good job in improving the company's financial results in a difficult
environment for REITs, and that Mr. Goldstein himself told ISS that he had no
real problem with the company's operating performance.
The ISS report also concluded that Captec shareholders should vote AGAINST two
proposals submitted by shareholders. One proposal, if enacted, would severely
limit the company's ability to provide indemnification insurance to its
officers, directors and employees. ISS said, "We agree with management. The
total elimination of director and employee indemnification, even in the case of
error, has the potential to severely inhibit the company's efforts to attract
qualified employees and directors."
The second proposal called for an investigation of the company's abandoned plan
of merger. ISS recommends a vote AGAINST this proposal. According to its report,
ISS has thoroughly reviewed Captec's preliminary proxy materials, and believes
the company provided adequate disclosure in terms of potential benefits and
risks associated with the restructuring, as well as the board's and special
committee's deliberations in approving the transaction.
-more-
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Captec Net Lease Realty, Inc.
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Institutional Shareholder Services, based in Rockville, Md., is an independent
advisor to more than 500 institutional shareholders on corporate governance and
proxy voting matters, including proxy contests, management and shareholder
resolutions, and other shareholder-related issues.
Patrick L. Beach, chairman and CEO of Captec Net Lease Realty, Inc. said, "We
are gratified that ISS, a highly respected independent advisor, recommends
support for our nominees and agrees with our recommendation against the two
shareholder proposals. Captec's Board and management are committed to
implementing the right strategic, operational and financial steps to achieve the
most value for our shareholders."
Captec encourages its shareholders to promptly sign, date and return their WHITE
proxy cards by August 8, 2000. If you cannot send your proxy card by regular
mail in time to be received by August 8, 2000, you may fax your card to
212/440-9009. If you need assistance with voting your shares, you may call
Georgeson Shareholder Communications Inc. toll-free at 800-223-2064.
ABOUT CAPTEC
Captec Net Lease Realty, Inc. is a real estate investment trust (RLIT) that
invests in long-term net leased restaurant and retail properties. At June 30,
2000, Captec owned and/or managed a diversified portfolio of 253 freestanding
restaurant, retail and entertainment properties throughout the United States.
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