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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 1, 2001
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CAPTEC NET LEASE REALTY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1045281 38-3368333
(State of Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
24 FRANK LLOYD WRIGHT DRIVE
ANN ARBOR, MICHIGAN 48106
(734) 994-5505
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On July 1, 2001, Captec Net Lease Realty, Inc., a Delaware corporation
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Commercial Net Lease Realty, Inc., a Maryland corporation
("CNL"). Pursuant to the Merger Agreement, and subject to the terms and
conditions thereof, the Company will merge with and into CNL (the "Merger"), and
the separate corporate existence of the Company will terminate.
In consideration of the Merger, holders of the Company's common stock
will receive 0.4575 shares of CNL common stock, 0.21034679 shares of CNL 9%
Class A non-voting preferred stock and $1.27 in cash for each share of the
Company's common stock. Cash will be paid in lieu of the issuance of fractional
shares. The Merger is subject to customary closing conditions, including the
approval of the Merger by the Company's stockholders.
The Merger Agreement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference in its entirety. The foregoing description of
the Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text.
ITEM 7. EXHIBITS.
EXHIBIT NO. Description
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99.1 Agreement and Plan of Merger, dated as of July 1, 2001,
between Commercial Net Lease Realty, Inc. and Captec
Net Lease Realty, Inc. (without exhibits)
This Form 8-K contains certain "forward-looking statements" which
represent the Company's expectations or beliefs, including, but not limited to,
statements concerning industry performance and the Company's operations,
performance, financial condition, plans, growth and strategies. Any statements
contained in this Form 8-K which are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the generality of the
foregoing, words such as "may," "will," "expect," "anticipate," "intent,"
"could," "estimate" or "continue" or the negative or other variations thereof or
comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
certain of which are beyond the Company's control, and actual results may differ
materially depending on a variety of important factors, many of which are beyond
the control of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 6, 2001
/s/ Patrick L. Beach
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Captec Net Lease Realty, Inc.
Patrick L. Beach
President and Chief Executive Officer