"We are not going to let anyone steal this company from itsshareholders," Reschke says.

A Cadim inc. spokeswoman says the company cannot comment on thelawsuit, adding officials at its Montreal headquarters had not seenit.

Reschke's Prime Group, Inc. and Cadim, an affiliate of Canadianpension and portfolio fund manager Caisse de Depot et Placement duQuebec, tentatively agreed in August to buy the REIT for $14.50 pershare. Terms of the deal included Cadim making a $105-million loanto Reschke's Primestone Investment Partners L.P., which would takeout high-interest debts of $40 million to Prudential SecuritiesInc. and $62 million to Paramus, NJ-based Vornado. The lawsuitclaims the take-out loan was to be made regardless of whether thedeal to buy out the REIT's stock went through.

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