<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
/x/ Filed by the Registrant
/ / Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)
CAPITAL REALTY INVESTORS TAX EXEMPT FUND LIMITED PARTNERSHIP ("CRITEF")
CAPITAL REALTY INVESTORS TAX EXEMPT FUND III LIMITED PARTNERSHIP ("CRITEF III")
(Names of Registrants As Specified in Their Charters)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/x/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
Beneficial Assignee Certificates ("BACs"), CRITEF, Series I & II
Beneficial Assignee Certificates ("BACs"), CRITEF III
<PAGE>
2) Aggregate number of securities to which transaction applies:
2,280,000 BACs in CRITEF, Series I
3,238,760 BACs in CRITEF, Series II
5,258,268 BACs in CRITEF III
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: $15.60 per BAC in CRITEF, Series I
$15.29 per BAC in CRITEF, Series II
$15.92 per BAC in CRITEF III
4) Proposed maximum aggregate value of transaction: $168,800,257
5) Total fee paid: $33,760
/ / Fee paid previously with preliminary materials.
/x/ 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: $33,760
2) Form, Schedule or Registration Statement No.: Schedule 14A
3) Filing parties: CRITEF and CRITEF III
4) Date filed: March 18, 1996; August 26, 1996; November 12, 1996
<PAGE>
CAPITAL REALTY INVESTORS TAX EXEMPT FUND
LIMITED PARTNERSHIP, SERIES I
C/O C.R.I., INC.
11200 ROCKVILLE PIKE
ROCKVILLE, MARYLAND 20852
November 14, 1996
Dear BAC Holder:
As you are aware, the General Partners of the CRITEF Funds have approved a
settlement of the disputes among CAPREIT, Dominium and the Funds as a result of
which CAPREIT has agreed to increase its purchase price for the Funds by $6
million, and the General Partners and CRI have agreed to reduce the payments to
them and to CRI by $500,000. This $6.5 million will be paid in full to BAC
Holders. THE RESULT IS AN INCREASE IN THE REDEMPTION PRICE FOR YOUR BACS OF $.60
PER BAC.
The chart below sets forth the AMEX trading price for the BACs as of the
date of the announcement of the mergers, the redemption price prior to the
latest increase and the current increased price as well as the premium
percentage of the current price to the pre-announcement AMEX price.
<TABLE>
<CAPTION>
PREMIUM TO
AMEX PRICE INITIAL PRICE INCREASED PRICE AMEX PRICE
- ----------------------- ----------------------- ----------------------- -----------------------
<S> <C> <C> <C>
11.75 14.82 15.42 31%
</TABLE>
FURTHER, WE ARE PLEASED TO REPORT THAT DOMINIUM NOW ENDORSES AND APPROVES
THE PROPOSED MERGERS AS FAIR TO THE BAC HOLDERS AND WILL ITSELF CAST ITS VOTES
IN FAVOR OF THE MERGERS.
TIME IS SHORT--VOTE YOUR PROXY TODAY
In view of the increased offer the BAC Holders, the General Partners of the
CRITEF Funds repeat their recommendation and urge each of you who have not voted
in favor of the proposed mergers to do so immediately. We wish to remind you of
the following:
o DOMINIUM NOW ENDORSES THE PROPOSED MERGERS and the redemption
prices to be paid to BAC Holders.
o The MERGER PRICES EXCEED the amount that BAC holders would have
received from Dominium if it had been able to obtain financing for
the bid it made last summer.
o The increased redemption prices constitute a SUBSTANTIAL PREMIUM
over the highest trading prices of the BACs prior to the
announcement of the mergers.
REMEMBER--FAILURE TO VOTE IS A VOTE AGAINST THE INCREASED PRICE
- --------------------------------------------------------------------------------
<PAGE>
o WE BELIEVE YOU WILL BE ABLE TO REINVEST YOUR MERGER REDEMPTION
PROCEEDS IN OTHER TAX EXEMPT BOND FUNDS that currently generate a
comparable or HIGHER tax-free yield while providing you with a much
more liquid investment(1).
DON'T FORGET TERMINATING THE MERGERS WOULD, IN ALL LIKELIHOOD, DRIVE DOWN
THE TRADING PRICES OF THE BACS SIGNIFICANTLY.
Each of the above points both supports the fairness of the proposed mergers
from the standpoint of BAC Holders and argues strongly that you should take
advantage of the present opportunity to sell at this premium price.
In view of the material increase in the redemption price and the withdrawal
of Dominium's solicitation of proxies in opposition to the mergers, the CRITEF
Funds have postponed the scheduled special meetings from Friday, November 8 to
Wednesday, November 27, 1996. Your meeting will be held at the Doubletree Hotel,
1750 Rockville Pike, Rockville, Maryland 1:00 PM E.S.T.
If you have not already voted, the General Partners urge you to vote in
favor of the proposed mergers by signing and returning the enclosed gold proxy
card. To make sure your vote is received in time, we encourage you to fax your
proxy to (212) 929-0308 as well. FAILURE TO VOTE CONSTITUTES AN INVESTMENT
DECISION BY YOU TO REJECT THE SIGNIFICANTLY INCREASED CASH REDEMPTION PRICE
OFFERED.
If you have any questions, please call MacKenzie Partners, our information
and proxy agent, at 1-800-322-2885.
Very truly yours,
CRITEF ASSOCIATES LIMITED PARTNERSHIP,
General Partner
By: C.R.I., Inc., its general partner
/s/ William B. Dockser /s/ H. William Willoughby
---------------------- -------------------------
William B. Dockser and H. William Willoughby
Chairman of the Board President
- ------------------
1 The gross yields currently paid by the Funds, based on the merger prices,
range from 7.3% for Series I, 7.7% for Series II and 7.9% for CRITEF III. The
current average annual gross yield for the following two comparable funds,
based on 11/12/96 closing prices, is 7.86%: 1) America First Tax Exempt
Mortgage Fund--current yield--8%, and 2) Summit Tax Exempt Bond Fund--current
yield 7.72%. Please consult your investment advisor before making any
investment decision.
2
<PAGE>
CAPITAL REALTY INVESTORS TAX EXEMPT FUND
LIMITED PARTNERSHIP, SERIES II
C/O C.R.I., INC.
11200 ROCKVILLE PIKE
ROCKVILLE, MARYLAND 20852
November 14, 1996
Dear BAC Holder:
As you are aware, the General Partners of the CRITEF Funds have approved a
settlement of the disputes among CAPREIT, Dominium and the Funds as a result of
which CAPREIT has agreed to increase its purchase price for the Funds by $6
million, and the General Partners and CRI have agreed to reduce the payments to
them and to CRI by $500,000. This $6.5 million will be paid in full to BAC
Holders. THE RESULT IS AN INCREASE IN THE REDEMPTION PRICE FOR YOUR BACS OF $.61
PER BAC.
The chart below sets forth the AMEX trading price for the BACs as of the
date of the announcement of the mergers, the redemption price prior to the
latest increase and the current increased price as well as the premium
percentage of the current price to the pre-announcement AMEX price.
<TABLE>
<CAPTION>
INCREASED PREMIUM TO AMEX
AMEX PRICE INITIAL PRICE PRICE PRICE
- ---------- ------------- --------- ---------------
<S> <C> <C> <C>
10.875 14.50 15.11 39%
</TABLE>
FURTHER, WE ARE PLEASED TO REPORT THAT DOMINIUM NOW ENDORSES AND APPROVES
THE PROPOSED MERGERS AS FAIR TO THE BAC HOLDERS AND WILL ITSELF CAST ITS VOTES
IN FAVOR OF THE MERGERS.
TIME IS SHORT--VOTE YOUR PROXY TODAY
In view of the increased offer the BAC Holders, the General Partners of the
CRITEF Funds repeat their recommendation and urge each of you who have not voted
in favor of the proposed mergers to do so immediately. We wish to remind you of
the following:
o DOMINIUM NOW ENDORSES THE PROPOSED MERGERS and the redemption
prices to be paid to BAC Holders.
o THE MERGER PRICES EXCEED the amount that BAC holders would have
received from Dominium if it had been able to obtain financing for
the bid it made last summer.
o The increased redemption prices constitute a SUBSTANTIAL PREMIUM
over the highest trading prices of the BACs prior to the
announcement of the mergers.
REMEMBER--FAILURE TO VOTE IS A VOTE AGAINST THE INCREASED PRICE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
o WE BELIEVE YOU WILL BE ABLE TO REINVEST YOUR MERGER REDEMPTION
PROCEEDS IN OTHER TAX EXEMPT BOND FUNDS that currently generate a
comparable or HIGHER tax-free yield while providing you with a much
more liquid investment(1).
DON'T FORGET TERMINATING THE MERGERS WOULD, IN ALL LIKELIHOOD, DRIVE DOWN
THE TRADING PRICES OF THE BACS SIGNIFICANTLY.
Each of the above points both supports the fairness of the proposed mergers
from the standpoint of BAC Holders and argues strongly that you should take
advantage of the present opportunity to sell at this premium price.
In view of the material increase in the redemption price and the withdrawal
of Dominium's solicitation of proxies in oppostion to the mergers, the CRITEF
Funds have postponed the scheduled special meetings from Friday, November 8 to
Wednesday, November 27, 1996. Your meeting will be held at the Doubletree Hotel,
1750 Rockville Pike, Rockville, Maryland at 1:00 P.M. E.S.T.
If you have not already voted, the General Partners urge you to vote in
favor of the proposed mergers by signing and returning the enclosed gold proxy
card. To make sure your vote is received in time, we encourage you to fax your
proxy to (212) 929-0308 as well. FAILURE TO VOTE CONSTITUTES AN INVESTMENT
DECISION BY YOU TO REJECT THE SIGNIFICANTLY INCREASED CASH REDEMPTION PRICE
OFFERED.
If you have any questions, please call MacKenzie Partners, our information
and proxy agent, at 1-800-322-2885.
Very truly yours,
CRITEF ASSOCIATES LIMITED PARTNERSHIP,
General Partner
By: C.R.I., Inc., its general partner
/s/ William B. Dockser /s/ H. William Willoughby
---------------------- -------------------------
William B. Dockser and H. William Willoughby
Chairman of the Board President
- ------------------
1 The gross yields currently paid by the Funds, based on the merger prices,
range from 7.3% for Series I, 7.7% for Series II and 7.9% for CRITEF III. The
current average annual gross yield for the following two comparable funds,
based on 11/12/96 closing prices, is 7.86%; 1) America First Tax Exempt
Mortgage Fund--current yield 8%, and 2) Summit Tax Exempt Bond Fund--current
yield 7.72%. Please consult your investment advisor before making any
investment decision.
2
<PAGE>
CAPITAL REALTY INVESTORS TAX EXEMPT FUND III
LIMITED PARTNERSHIP
C/O C.R.I., INC.
11200 ROCKVILLE PIKE
ROCKVILLE, MARYLAND 20852
November 14, 1996
Dear BAC Holder:
As you are aware, the General Partners of the CRITEF Funds have approved a
settlement of the disputes among CAPREIT, Dominium and the Funds as a result of
which CAPREIT has agreed to increase its purchase price for the Funds by $6
million, and the General Partners and CRI have agreed to reduce the payments to
them and to CRI by $500,000. This $6.5 million will be paid in full to BAC
Holders. THE RESULT IS AN INCREASE IN THE REDEMPTION PRICE FOR YOUR BACS OF $.60
PER BAC.
The chart below sets forth the AMEX trading price for the BACs as of the
date of the announcement of the mergers, the redemption price prior to the
latest increase and the current increased price as well as the premium
percentage of the current price to the pre-announcement AMEX price.
<TABLE>
<CAPTION>
INCREASED PREMIUM TO AMEX
AMEX PRICE INITIAL PRICE PRICE PRICE
- ---------- ------------- --------- ---------------
<S> <C> <C> <C>
12.00 15.13 15.73 31%
</TABLE>
FURTHER, WE ARE PLEASED TO REPORT THAT DOMINIUM NOW ENDORSES AND APPROVES
THE PROPOSED MERGERS AS FAIR TO THE BAC HOLDERS AND WILL ITSELF CAST ITS VOTES
IN FAVOR OF THE MERGERS.
TIME IS SHORT--VOTE YOUR PROXY TODAY
In view of the increased offer the BAC Holders, the General Partners of the
CRITEF Funds repeat their recommendation and urge each of you who have not voted
in favor of the proposed mergers to do so immediately. We wish to remind you of
the following:
o DOMINIUM NOW ENDORSES THE PROPOSED MERGERS and the redemption
prices to be paid to BAC Holders.
o The MERGER PRICES EXCEED the amount that BAC holders would have
received from Dominium if it had been able to obtain financing for
the bid it made last summer.
o The increased redemption prices constitute a SUBSTANTIAL PREMIUM
over the highest trading prices of the BACs prior to the
announcement of the mergers.
REMEMBER--FAILURE TO VOTE IS A VOTE AGAINST THE INCREASED PRICE
<PAGE>
o WE BELIEVE YOU WILL BE ABLE TO REINVEST YOUR MERGER REDEMPTION
PROCEEDS IN OTHER TAX EXEMPT BOND FUNDS that currently generate a
comparable or HIGHER tax-free yield while providing you with a much
more liquid investment(1).
DON'T FORGET TERMINATING THE MERGERS WOULD, IN ALL LIKELIHOOD, DRIVE DOWN
THE TRADING PRICES OF THE BACS SIGNIFICANTLY.
Each of the above points both supports the fairness of the proposed mergers
from the standpoint of BAC Holders and argues strongly that you should take
advantage of the present opportunity to sell at this premium price.
In view of the material increase in the redemption price and the withdrawal
of Dominium's solicitation of proxies in opposition to the mergers, the CRITEF
Funds have postponed the scheduled special meetings from Friday, November 8 to
Wednesday, November 27, 1996. Your meeting will be held at the Doubletree Hotel,
1750 Rockville Pike, Rockville, Maryland at 2:00 PM E.S.T.
If you have not already voted, the General Partners urge you to vote in
favor of the proposed mergers by signing and returning the enclosed gold proxy
card. To make sure your vote is received in time, we encourage you to fax your
proxy to (212) 929-0308 as well. FAILURE TO VOTE CONSTITUTES AN INVESTMENT
DECISION BY YOU TO REJECT THE SIGNIFICANTLY INCREASED CASH REDEMPTION PRICE
OFFERED.
If you have any questions, please call MacKenzie Partners, our information
and proxy agent, at 1-800-322-2885.
Very truly yours,
CRITEF III ASSOCIATES LIMITED PARTNERSHIP,
General Partner
By: C.R.I., Inc., its general partner
/s/ William B. Dockser /s/ H. William Willoughby
---------------------- -------------------------
William B. Dockser and H. William Willoughby
Chairman of the Board President
- ------------------
1 The gross yields currently paid by the Funds, based on the merger prices,
range from 7.3% for Series I, 7.7% for Series II and 7.9% for CRITEF III. The
current average annual gross yield for the following two comparable funds,
based on 11/12/96 closing prices, is 7.86%: 1) America First Tax Exempt
Mortgage Fund--current yield 8%, and 2) Summit Tax Exempt Bond Fund--current
yield 7.72%. Please consult your investment adivsor before making any
investment decision.
2
