SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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CAPTEC NET LEASE REALTY, INC.
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(Name of Registrant as Specified in Its Charter)
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[CAPTEC LOGO]
NEWS RELEASE
For Immediate Release
ISS RECOMMENDS THAT CAPTEC STOCKHOLDERS VOTE IN FAVOR OF
CAPTEC'S MERGER WITH COMMERICAL NET LEASE REALTY
ANN ARBOR, Mich., November 5, 2001 - Captec Net Lease Realty Inc. (NASD: CRRR)
today announced that Institutional Shareholder Services (ISS), the nation's
leading independent proxy advisory firm, has recommended that Captec
stockholders vote in favor of Captec's proposed merger with Commercial Net Lease
Realty, Inc. (CNLR) (NYSE: NNN) at Captec's Special Meeting of Stockholders on
November 19, 2001. The recommendations of ISS are relied upon by hundreds of
major institutional investment firms, mutual funds, and other fiduciaries
throughout the country.
In reaching its recommendation, ISS held separate meetings with both Captec
management and Phillip Goldstein, a dissident stockholder who opposes the
merger. In its November 2, 2001 report, ISS summarized its findings as follows:
"... ISS believes that the board took the necessary steps in conducting a
thorough and fair process to sell Captec, including its non-real estate
assets. Furthermore, the CNLR merger appears to be a sound transaction for
shareholders and maximizes shareholder value. The merger warrants
shareholder support."*
ISS supported Captec's conclusion that the merger with CNLR, together with the
asset purchase agreement, are in the best interests of Captec and all of its
stockholders. ISS further stated that, "no alternative has emerged that is equal
in value to the merger." In addition, after considering the dissident's
recommendation for pursuing a liquidating trust, ISS dismissed the idea and
noted that, "it may take several years before shareholders realize any potential
value from those assets... As an alternative, the merger offers shareholders
immediate cash value on those assets."
Patrick Beach, chairman, president and chief executive officer of Capetc, said,
"We are very pleased that ISS has recommended that stockholders vote FOR
Captec's merger with CNLR. The positive recommendation by this well-respected
advisory firm provides further support for this value enhancing transaction. Our
merger with CNLR provides Captec stockholders with immediate cash consideration
and the opportunity to participate in the upside potential of a continued
investment in a combined CNLR-Captec. We look forward to completing this merger
and enabling all Captec stockholders to realize the benefits inherent in this
combination."
-more-
-2-
As previously announced on July 2, 2001, the board of directors of Captec
unanimously approved a definitive merger agreement with CNLR under which CNLR
will acquire all of Captec's outstanding shares for a combination of cash and
stock with an aggregate value of approximately $124 million. The merger will
create one of the largest and most diversified public REITs in the net lease
sector with total assets of approximately $1 billion. The company will boast
broader geographic diversification with more than 377 properties in 40 states
and greater customer diversity with 96 tenants in 27 different retail lines of
trade. The transaction is expected to be completed during the fourth quarter of
2001.
Captec stockholders are urged to sign, date and return the WHITE proxy card
today. Please disregard any green proxy card you may have been sent by the
dissident stockholder. If you previously voted against the merger, you may
change your vote by simply signing, dating and returning a WHITE proxy card now.
Failure to vote has the same effect as voting against the merger. For more
information about how to vote, please call Captec's proxy solicitor, Georgeson
Shareholder Communications at 800-223-2064 (toll-free).
ABOUT CAPTEC
Captec Net Lease Realty, Inc. is a real estate investment trust (REIT) that
invests in long-term net leased restaurant and retail properties. At June 30,
2001, Captec owned and/or managed a diversified portfolio of 229 freestanding
restaurant, retail and entertainment properties throughout the United States.
For more information about Captec toll-free via fax, dial 1-800-PRO-INFO or
1-800-776-4636, follow the voice menu prompts and enter the company code "CRRR"
or 2777 on any touch tone phone or visit the Captec web site at www.captec.com.
* Permission to use quotations neither sought nor obtained
FORWARD-LOOKING STATEMENT
This communication contains certain "forward-looking statements" which represent
Captec's expectations or beliefs, including, but not limited to, statements
concerning industry performance and Captec's operations, performance, financial
condition, plans, growth and strategies. Any statements contained in this
communication that 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," "intend," "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 Captec's control, and actual results may differ
materially depending on a variety of important factors, many of which are beyond
the control of Captec.
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INVESTORS / MEDIA CONTACT:
Matt Sherman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449