SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[CAPTEC LOGO]
NEWS RELEASE
CAPTEC RECOMMENDS STOCKHOLDERS TO VOTE FOR THE CNLR MERGER
MEETING SCHEDULED FOR NOVEMBER 19, 2001
ANN ARBOR, Mich., November 12, 2001 - Captec Net Lease Realty, Inc. (NASD: CRRR)
today announced that it mailed the following letter to all Captec stockholders
regarding the Company's proposed merger with Commercial Net Lease Realty, Inc.
(NYSE: NNN).
Dear Fellow Captec Stockholder:
Before deciding how to vote your shares at the upcoming Special Meeting
of Captec stockholders, you should know about recent developments
regarding dissident stockholder, Phil Goldstein, and his associates.
THERE IS NO HIGHER OFFER
Goldstein wants you to believe that there is an alternative offer to
acquire Captec.
TRUTH: There is no offer at all. As part of an effort to thwart
Captec's merger with CNLR, a crony of Goldstein's sent an unsigned
letter to CNLR suggesting that he may or may not pay ten cents more per
share for Captec's non-real estate assets subject to a variety of
conditions. The letter was sent last week with a copy to Goldstein.
GOLDSTEIN AND HIS ASSOCIATE
ATTEMPTED TO GREENMAIL CAPTEC AND CNLR
Goldstein wants you to believe that he is acting in the interests of
all Captec stockholders.
TRUTH: The only stockholder Phil Goldstein looks out for is Phil
Goldstein. This week, Goldstein called CNLR and offered to sell his
Captec shares at the expense of all other Captec stockholders. CNLR
said no.
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TRUTH: The same Goldstein crony who submitted the sham offer also
offered to sell his Captec voting rights back to the Company for $0.50
per share. We said no.
TRUTH: For all his stockholder rights rhetoric, Goldstein is trying to
cut a deal for himself and cut you out. Say no. Vote FOR the merger.
LIQUIDATION IS NOT A VIABLE STRATEGY
Goldstein wants you to believe that liquidation would generate higher
value for Captec stockholders.
TRUTH: Liquidation is costly with no guarantee of higher value for
stockholders. Institutional Shareholder Services (ISS), the nation's
leading independent proxy advisory firm, in recommending that Captec
stockholders vote for the CNLR merger, noted that liquidation "... may
not be the best strategy for a REIT that owns retail properties."* ISS
also noted that Burnham Pacific Properties, another publicly-traded
REIT, two years ago "rejected a $13.50 per share offer, arguing that
the company would be worth more in a liquidation of its assets. . . but
it appears that its shareholders are not close to realize $13.50 per
share. Burnham is currently trading at $4.94 and its liquidation is
still ongoing."*
APPRAISAL RIGHTS COULD MEAN LESS VALUE FOR YOUR SHARES
Goldstein wants Captec stockholders to believe that exercising your
appraisal rights will yield higher value than the CNLR merger.
TRUTH: Pursuing appraisal rights is a costly and time-consuming process
that requires you to hire lawyers and experts and file a lawsuit in the
state of Delaware. During this process, you receive no value for your
shares; you receive no dividend; and ultimately, you run the risk of
receiving LESS value than the merger consideration.
THERE IS STILL TIME TO ACT
The Special Meeting is days away, scheduled for November 19, 2001. Your
vote is important - without it, we cannot create the combined
CNLR-Captec. PLEASE VOTE FOR THE MERGER ON THE WHITE PROXY CARD TODAY.
Remember, failure to vote has the same effect as voting against the
merger.
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WE URGE YOU NOT TO RETURN GOLDSTEIN'S GREEN PROXY CARD. If you have
already returned a Goldstein proxy, you can still change your vote by
signing, dating and returning a WHITE proxy card now. Only the
latest-dated proxy will count. You may fax your WHITE proxy card to
212-440-9009, attention: CAPTEC PROXY. For assistance in voting your
shares, please call Captec's proxy solicitor, Georgeson Shareholder
Communications, toll-free at 1-800-223-2064 or 212-440-9800 (outside
the U.S.).
Sincerely,
On behalf of Captec's Board of Directors,
/s/ Edward G. Ptaszek
Edward G. Ptaszek
Secretary
Captec Net Lease Realty, Inc.
*Permission to use quotation was neither sought nor obtained.
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.
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