<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Capstone Capital Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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CAPSTONE
CAPITAL
IMPORTANT REMINDER
SEPTEMBER 11, 1998
Dear Stockholder:
We have previously mailed to you proxy materials relating to the Special
Meeting of Stockholders of Capstone Capital Corporation to be held on Wednesday,
October 14, 1998.
According to our latest records, we have not received your proxy card for
this important meeting. Regardless of the number of shares you own, it is
important that they are represented and voted at the meeting. If you have not
already mailed your proxy card, please take a moment to sign, date and mail the
enclosed duplicate proxy card promptly in the return envelope provided for your
convenience.
For the reasons set forth in the Joint Proxy Statement-Prospectus dated
August 24, 1998, your Board of Directors unanimously recommends that you vote
"FOR" the proposal to approve the Merger.
Thank you for your cooperation and continued support.
Sincerely,
/s/ Richard M. Scrushy
----------------------
Richard M. Scrushy
Chairman
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD TODAY TO AVOID UNNECESSARY
SOLICITATION COSTS TO YOUR COMPANY.
CAPSTONE CAPITAL CORPORATION
1000 URBAN CENTER PARKWAY/SUITE 630/BIRMINGHAM, AL 35242
PHONE (205) 967-2092 FAX (205) 967-9066
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APPENDIX
CAPSTONE CAPITAL CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
OCTOBER 14, 1998
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CAPSTONE CAPITAL CORPORATION
The undersigned holder of Common Stock, $.001 par value per share, of
Capstone Capital Corporation, a Maryland corporation ("Capstone"), hereby
appoints Richard M. Scrushy and John W. McRoberts as proxies for the
undersigned, with full power of substitution in each of them, to attend the
Special Meeting of the Stockholders of Capstone to be held at the Sheraton
Perimeter Park South Hotel, The Ballroom, 8 Perimeter Park Drive, Birmingham,
Alabama, on Wednesday, October 14, 1998 at 3:00 p.m., and any adjournment or
postponement thereof, to cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at such meeting and otherwise to represent the
undersigned at the meeting with all powers possessed by the undersigned if
personally present at the meeting. The undersigned hereby acknowledges receipt
of the Notice of the Special Meeting of Stockholders and of the accompanying
Proxy Statement and revokes any proxy heretofore given with respect to such
meeting.
The votes entitled to be cast by the undersigned will be cast as instructed
below. If this proxy is executed but no instruction is given, the votes entitled
to be cast by the undersigned will be cast "for" the proposal as described in
the Proxy Statement and in the discretion of the proxy holder on any other
matter that may properly come before the meeting or any adjournment or
postponement thereof.
1. Approval of the merger contemplated by the Plan and Agreement of Merger,
dated as of June 8, 1998 (attached as Annex A to the Joint Proxy
Statement-Prospectus that has been transmitted in connection with the Special
Meeting), among Capstone, Healthcare Realty Trust Incorporated, a Maryland
corporation ("Healthcare Realty"), and HR Acquisition I Corporation, a newly
formed Delaware corporation and wholly owned subsidiary of Healthcare Realty,
all as described in the Joint Proxy Statement-Prospectus.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To vote and otherwise represent the undersigned on any other matter that
may properly come before the meeting or any adjournment or postponement thereof.
Dated:
, 1998
--------------------------
--------------------------------
Signature
--------------------------------
Signature if held jointly
Important: Please sign exactly
as your name or names appear on
this proxy and mail promptly in
the enclosed envelope. Joint
owners should each sign
personally. If you sign as agent
or in any other capacity, please
give the full title of the
capacity in which you sign under
the signatures.
<PAGE> 4
CAPSTONE CAPITAL CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
OCTOBER 14, 1998
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CAPSTONE CAPITAL CORPORATION
The undersigned holder of 8 7/8% Series A Cumulative Preferred Stock, $.001
par value per share, of Capstone Capital Corporation, a Maryland corporation
("Capstone"), hereby appoints Richard M. Scrushy and John W. McRoberts as
proxies for the undersigned, with full power of substitution in each of them, to
attend the Special Meeting of the Stockholders of Capstone to be held at the
Sheraton Perimeter Park South Hotel, The Ballroom, 8 Perimeter Park Drive,
Birmingham, Alabama, on Wednesday, October 14, 1998 at 3:00 p.m., and any
adjournment or postponement thereof, to cast on behalf of the undersigned all
votes that the undersigned is entitled to cast at such meeting and otherwise to
represent the undersigned at the meeting with all powers possessed by the
undersigned if personally present at the meeting. The undersigned hereby
acknowledges receipt of the Notice of the Special Meeting of Stockholders and of
the accompanying Proxy Statement and revokes any proxy heretofore given with
respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as instructed
below. If this proxy is executed but no instruction is given, the votes entitled
to be cast by the undersigned will be cast "for" the proposal as described in
the Proxy Statement and in the discretion of the proxy holder on any other
matter that may properly come before the meeting or any adjournment or
postponement thereof.
1. Approval of the merger contemplated by the Plan and Agreement of Merger,
dated as of June 8, 1998 (attached as Annex A to the Joint Proxy
Statement-Prospectus that has been transmitted in connection with the Special
Meeting), among Capstone, Healthcare Realty Trust Incorporated, a Maryland
corporation ("Healthcare Realty"), and HR Acquisition I Corporation, a newly
formed Delaware corporation and wholly owned subsidiary of Healthcare Realty,
all as described in the Joint Proxy Statement-Prospectus.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To vote and otherwise represent the undersigned on any other matter that
may properly come before the meeting or any adjournment or postponement thereof.
Dated:
, 1998
-------------------------
--------------------------------
Signature
--------------------------------
Signature if held jointly
Important: Please sign exactly
as your name or names appear on
this proxy and mail promptly in
the enclosed envelope. Joint
owners should each sign
personally. If you sign as agent
or in any other capacity, please
give the full title of the
capacity in which you sign under
the signatures.
