Opportunity Partners LP – ‘DFAN14A’ on 7/28/00 re: Captec Net Lease Realty Inc

On:  Friday, 7/28/00, at 1:16pm ET   ·   Accession #:  896017-0-500011   ·   File #:  0-29650

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Additional Definitive Non-Management Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DFAN14A     Additional Definitive Non-Management Proxy             2±     8K 
                          Solicitation Material                                  


OPPORTUNITY PARTNERS L.P.                                                       
(914) 747-5262                          Fax: (914) 747-5258                     

July 31, 2000   

Dear Fellow Captec Shareholder:                                                 

Do you remember December 20, 1999?  Many Captec shareholders                    
will never forget it.  That was the day that Patrick L. Beach,                  
Captec's CEO, announced his infamous plan to eliminate its tax-                 
advantaged REIT status and slash your dividend from $1.52 to                    
$0.44 per year.  It was also the day that Captec's stock price                  
fell by 30%.  Shortly thereafter, it fell to $6 per share.  Ouch!               

Soon afterward, some distraught Captec shareholders                             
contacted us for help in derailing Mr. Beach's plan.  We then                   
notified management that we would solicit proxies to oppose the                 
de-REITing scheme.  At first, Mr. Beach stood firm.  Finally, on                
May 1, 2000, he capitulated and cancelled his plan to de-REIT                   
just three hours after we filed our proxy material with the SEC.                
Shareholders celebrated as the stock price quickly recovered.                   
But, Mr. Beach says we deserve no credit for preserving Captec's                
REIT status and that the stock price is up to $11 because                       
investors think the world of him.  If you buy that, Mr. Beach                   
deserves the "sales job of the year" award.                                     

Has Mr. Beach given up on his idea to de-REIT Captec and                        
merge it with his risky private finance company?  Here is what he               
himself said: "We continue to believe the plan announced in                     
December would maximize value for all shareholders over the long                
term."  It sure sounds like he may consider reviving it in the                  
future.                                                                         

To get your vote, Mr. Beach says he is "exploring" a sale of                    
the company.  We do not believe he is serious about selling                     
Captec to the highest bidder because (1) he has not redeemed the                
poison pill and (2) he has not responded to inquiries from                      
several potential buyers.  After all, a sale of Captec would mean               
the end of his lucrative management fees and could cause his                    
other company (which relies heavily on Captec) to collapse.                     
Therefore, we think Mr. Beach will continue to do what is in the                
best interest of only one Captec shareholder -- Patrick L. Beach!               

You need to act now to make sure that Mr. Beach never gets                      
another chance to de-REIT Captec.  The meeting is only a few days               
away and the election may be close.  Delay could prove hazardous                
to your investment.  Mr. Beach tried once to cut your dividend by               
70%.  If he is re-elected, he could be tempted to try something                 
else to bail out his shaky finance company.  And, whatever it is,               
it will surely be bad news for Captec shareholders.  Therefore,                 
if you want to preserve the value of your investment, you should                
return the GREEN proxy card today.  If there is any doubt that it               
will be received prior to the August 9, 2000 meeting, please also               
fax it to us at (914) 747-5258. If you have any questions, please               
call us or e-mail us at OPLP@att.net.                                           

                                            Yours truly,

Phillip Goldstein                                                               
Portfolio Manager                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DFAN14A’ Filing		Date		Other Filings
		8/9/00		DEF 14A,  PRE 14A
		7/31/00
Filed on:		7/28/00
		5/1/00		PRRN14A
		12/20/99		8-K
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