Phillip Goldstein, portfolio manager of Opportunity PartnersL.P. of New York, which owns more than 369,000 shares in thecompany, is urging stockholders to vote against the merger,claiming Captec's CEO is giving out misinformation and pocketingmoney on thedeal.

Captec, which invests in long-term net-leased restaurant andretail properties, has said that as a result of the merger: CNLRwill acquire all of Captec's outstanding shares for a combinationof cash and stock for approximately $124 million, based on a valueof $13.05 per share of Captec common stock. The stock portion isexpected to be tax-free to Captec stockholders and the transactionis expected to be completed during the fourth quarter.

CNLR will have an enhanced portfolio of more than 377 propertiesin 40 states. After the merger, CNLR will have total grossleaseable area of approximately 7 million sf -- approximately seventimes Captec's current total gross leaseable area.