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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
August 23, 1996
CAPITAL REALTY INVESTORS TAX EXEMPT FUND LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-9793 52-1483643
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(Commission File Number) (IRS Employer Identification No.)
11200 Rockville Pike, Rockville, Maryland 20852
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(Address of principal executive offices) (Zip Code)
(301) 468-9200
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
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As described in the following News Release, Capital Realty Investors Tax
Exempt Fund Limited Partnership has reached an agreement on improving the terms
of a previously announced merger with affiliates of Capital Apartment
Properties, Inc. In addition, the Delaware Chancery Court approved the
settlement of a consolidated class action suit relating to the mergers and the
suit has been dismissed.
FOR IMMEDIATE RELEASE
CONTACT: James T. Pastore
202-546-6451
Susan T. Backman or
Curtis C. Rimmey
301-231-0231
CRITEF GENERAL PARTNERS ANNOUNCE IMPROVED MERGER TERMS
AND LITIGATION SETTLEMENT
ROCKVILLE, MD, Aug. 23, 1996 -- (AMEX: CRA, CRB, CRL) -- The general
partners of two Capital Realty Investors Tax Exempt Fund Limited Partnerships
(CRITEF partnerships) said today they have reached agreement on improving the
terms of previously announced mergers with affiliates of Capital Apartment
Properties, Inc. (CAPREIT). Also, the Delaware Chancery Court approved the
settlement of a consolidated class action suit relating to the mergers and the
suit has been dismissed.
Under the improved merger terms, the holders of the CRITEF partnerships
Beneficial Assignee Certificates (BACs) are expected to receive an aggregate
gross amount of approximately $162.3 million in cash for the redemption and
cancellation of their interests in the partnerships. The amount is subject to
possible upward adjustment based on available cash (as defined in the merger
agreements) at closing, but the aggregate gross merger consideration for the
BACs will not be greater than $164.55 million.
The merger transactions are subject to obtaining, among other things,
approval by the BAC holders at special meetings of the CRITEF partnerships
following clearance of the proxy statement by the Securities and Exchange
Commission.
There are two CRITEF partnerships with three series of securities that
trade on the American Stock Exchange:
- - Capital Realty Investors Tax Exempt Fund Limited Partnership, Series I
(CRITEF-I) (AMEX:CRA);
- - Capital Realty Investors Tax Exempt Fund Limited Partnership, Series II
(CRITEF-II) (AMEX:CRB);
- - Capital Realty Investors Tax Exempt Fund III Limited Partnership
(CRITEF-III) (AMEX:CRL).
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ITEM 5. OTHER EVENTS - Continued
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The net redemption prices of the BACs under the amended merger agreements
are expected to be as follows:
- - $14.82 per BAC for CRITEF-I s 2,280,000 BACs, subject to upward adjustment
but not greater than $15.029;
- - $14.50 per BAC for CRITEF-II s 3,238,760 BACs, subject to upward adjustment
but not greater than $14.709;
- - $15.13 per BAC for CRITEF-III s 5,258,268 BACs, subject to upward
adjustment but not greater than $15.339.
The per-BAC amounts, in each case, have been reduced by class action
plaintiffs' counsels' fees and expenses awarded by the court in the total amount
of $2 million, allocated 18 cents per BAC for CRITEF-I, 18 cents per BAC for
CRITEF-II, and 19 cents per BAC for CRITEF-III.
The CRITEF partnerships together hold 18 tax-exempt mortgage revenue bonds
used to finance multifamily housing communities in eight states. Formed by CRI
in 1986 and 1987, the partnerships began trading on the American Stock Exchange
on July 1, 1993.
CAPREIT, based in Rockville, Maryland, is a self-managed private real
estate investment trust. CAPREIT owns 30 multifamily complexes containing 7,512
units located in 10 states. In addition, CAPREIT manages another 39 apartment
communities (including 14 of the CRITEF communities) for third-party owners.
The largest investor in CAPREIT is Apollo Real Estate Investment Fund, L.P.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Capital Realty Investors Tax Exempt Fund
Limited Partnership
(Registrant)
By: CRITEF Associates Limited Partnership,
General Partner
By: C.R.I., Inc., Managing General Partner
August 28, 1996 /s/ Deborah K. Browning
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Date Deborah K. Browning
Vice President/Chief Accounting
Officer
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