However, Goldstein disagrees.

"We believe the proposed merger is unfair to stockholders primarily because it includes a provision for management to acquire certain assets of Captec for less than their stated value," Goldstein said in a proxy statement Oct. 24. "We believe that the assets in question may be worth more than $2 dollars per share in excess of the price that management has agreed to pay for them."

Goldstein says if the merger is not approved, "it will demonstrate that stockholders are dissatisfied with the level of oversight that the incumbent board of directors has exercised."

He says instead of the merger, the company should consider either liquidation or a restructured merger with CNLR or another company, but with the excluded assets being placed in a liquidating trust.

In response to Goldstein's claims, Captec board secretary Edward Ptaszek wrote a letter to stockholders claiming Goldstein has "unleashed yet another baseless and vicious attack."

"Goldstein is an amateur stockholder dissident who has no experience runningor selling a public company," Ptaszek says. "We believe Goldstein has no interest in creating long-term value and you should not trust him."

Ptaszek says Goldstein's two options have been reviewed and rejected by the board of directors.