<PAGE>
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 [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CAPITAL REALTY INVESTORS TAX EXEMPT FUND LIMITED PARTNERSHIP
("CRITEF")
CAPITAL REALTY INVESTORS TAX EXEMPT FUND III LIMITED PARTNERSHIP
("CRITEF")
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(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):
[_] No fee required.
[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 II
Beneficial Assignee Certificates ("BACs"), CRITEF III
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(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
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(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):
$15.00 per BAC in CRITEF, Series I $14.68 per BAC in CRITEF, Series II
$15.32 per BAC in CRITEF III
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(4) Proposed maximum aggregate value of transaction: $16,301,663
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(5) Total fee paid: $32,461
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[_] 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: $32,461
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(2) Form, Schedule or Registration Statement No.: Schedule 14A
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(3) Filing Party: CRITEF and CRITEF III
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(4) Date Filed: March 18, 1996; August 26, 1996
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Notes:
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Exhibit 17(d)(11)
CRI, Inc.
The CRI Building
11200 Rockville Pike Facsimile: (301) 231-0296
Rockville, Maryland 20852 Telex: (91025000099)
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: James T. Pastore Susan Backman
Pastore Communications Group CRI
202-546-6451 for the CRITEF Partnerships
fax 202-547-2764 301-231-0231
e-mail [email protected]
CRITEF GENERAL PARTNERS POSTPONE MEETINGS TO NOV. 8
ROCKVILLE, MD, Oct. 28, 1996 -- (AMEX: CRA, CRB, CRL) -- The General Partners
of the CRITEF partnerships have postponed the meetings to approve the proposed
mergers between the CRITEF partnerships and affiliates of Capital Apartment
Properties, Inc. (CAPREIT) from Tue., Oct. 29 to Fri., Nov. 8, 1996 "in order to
give investors more opportunity to vote their interests."
In a letter to the holders of Beneficial Assignee Certificates (BACs), the
CRITEF General Partners said: "The barrage of misinformation disseminated by
Dominium in its self-serving effort to block the mergers appears to have
confused some BAC Holders and may have caused them to withhold their votes.
Accordingly, the CRITEF Funds have not yet received the approval of a majority
of the outstanding BACs."
There are two CRITEF partnerships with three series of securities that trade on
the American Stock Exchange. Together, the CRITEF partnerships hold 18 tax-
exempt mortgage revenue bonds used to finance multifamily housing communities in
eight states. Formed by private real estate investment firm CRI, Inc. in 1986
and 1987, the partnerships began trading on the American Stock Exchange on July
1, 1993.
CAPREIT owns, develops and manages multifamily garden-style and townhome
communities through the Midwest, Mid-Atlantic, Northwest and Southeast United
States. CAPREIT currently owns and manages 30 properties with 8,942 housing
units. CAPREIT manages an additional 39 apartment communities on behalf of
third party owners.
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Exhibit 17(d)(12)
CAPITAL REALTY INVESTORS TAX EXEMPT FUND
LIMITED PARTNERSHIP,
SERIES I & SERIES 11
CAPITAL REALTY INVESTORS TAX EXEMPT FUND III
LIMITED PARTNERSHIP
c/o C.R.I., Inc.
11200 Rockville Pike
Rockville, Maryland 20852
October 29, 1996
Dear BAC Holder:
We are pleased to inform you that nearly 70% of the proxies we have
received through Friday, October 25, have been voted in favor of the proposed
CRITEF-CAPREIT mergers. Unfortunately, the barrage of misinformation
disseminated by Dominium in its self-serving effort to block the mergers appears
to have confused some BAC Holders and may have caused them to withhold their
votes. Accordingly, the CRITEF Funds have not yet received the approval of a
majority of the outstanding BACS.
In order to give investors more opportunity to vote their interests,
the CRITEF Funds have postponed the scheduled meetings from Tuesday, October 29,
to Friday, November 8, 1996. The November 8th meetings will be held at the
Doubletree Hotel, 1750 Rockville Pike, Rockville, Maryland at 9:00 and 10:00
a.m. EST.
GENERAL PARTNERS' RECOMMENDATION
The General Partners of the CRITEF Funds repeat their recommendations
and urge each of you who have not voted to do so immediately. We wish to remind
you:
. YOU CAN REINVEST YOUR MERGER REDEMPTION PROCEEDS IN OTHER TAX EXEMPT BOND
FUNDS that would generate a comparable or HIGHER tax-free yield, and also
provide you with a much more liquid investment./1/
. The proposed merger prices constitute a 26% TO 32% PREMIUM over the
trading prices for the BACs prior to the announcement of the mergers.
. Terminating the mergers would, in all likelihood, drive down the trading
prices of the BACs significantly.
- ----------------------
/1/ The gross yields currently paid by the Funds, based on the merger prices,
range from 7.6% for Series 1, 8.0% for Series II and 7.9% for CRITEF III.
The current average annual gross yield of the following three comparable
funds, based on 10/25/96 closing prices, is 8.24%; 1) America First Tax
Exempt Mortgage Fund--current yield 8.31%, 2) America First Tax Exempt
Mortgage Fund 2--current yield 8.7%, and 3) Summit Tax Exempt Bond Fund--
current yield 7.72%. Please consult your investment advisor before making
any investment decision.
<PAGE>
. NO FIRM HIGHER BIDS FOR THE FUNDS HAVE BEEN RECEIVED FROM ANY PARTY,
despite eight months of active solicitation by class counsel representing
the BAC Holders.
. A nationally-recognized independent investment banking firm has determined
that the redemption prices offered to BAC Holders by CAPREIT are FAIR
FROM A FINANCIAL POINT OF VIEW.
. The Delaware Chancery Court approved the class action settlement
concerning the mergers, finding it to be FAIR, REASONABLE AND IN THE BEST
INTERESTS OF BAC HOLDERS.
. An investor who purchased BACs at the original offering price generally
will receive a material Federal income tax benefit in addition to the
merger redemption price.
These reasons strongly suggest that you should take advantage of the
opportunity to sell at these premium prices.
DOMINIUM'S INTERESTS AND INTENT
For weeks, Dominium has pelted you with distortions,
misrepresentations and baseless allegations about the proposed mergers. Decide
for yourself if Dominium speaks for you:
. Dominium admits in its proxy statement that it only owns 300 BACS, which
were only recently acquired. This represents an aggregate financial
investment in the Funds of less than $4,500. The U.S. District Court for
the Southern District of New York stated that Dominium "... MAY HAVE
CREATED THE IMPRESSION IN SOME MINDS THAT DOMINIUM'S INTEREST WAS AS A
FELLOW INVESTOR. YET DOMINIUM HAS NO MEANINGFUL OWNERSHIP INTEREST ..."
Dominium must have some other motive.
. Dominium claims the CRITEF BACs are worth "substantially more" than
CAPREIT is offering, but Dominium itself proposed a price last July only
about 3% higher than CAPREIT's offer to BAC Holders and could not even
finance that amount. In its own proxy materials, DOMINIUM MISCALCULATES
AND FALSELY OVERSTATES THE LIQUIDATION VALUES OF THE PROPERTIES BY
MILLIONS OF DOLLARS. If Dominium's estimated values are correct, why has
no other legitimate buyer made a higher offer for the Funds?
. Dominium's OWN proxy materials clearly confirm: "Dominium is not presently
pursuing financing, nor does it have any present plans to make a superior
proposal."
. As its own proxy statement further discloses, Dominium offered to withdraw
its opposition to the proposed mergers for a $3.5 GREENMAIL PAYMENT FROM
CAPREIT.
Dominium deliberately circulated to BAC Holders in all Funds an
unauthorized and flagrantly misleading quotation from a letter by brokerage
firm, Miller and Schroeder Financial, Inc., for use by its brokers to certain
BAC Holders of Series I only. The attached letter
<PAGE>
from Miller & Schroeder to the Funds shows that Dominium's use of its letter was
wrongful and incomplete.
The facts are straightforward. CAPREIT's proposal remains the ONLY
FIRM OFFER the Funds have received in nearly 14 months, despite a great deal of
publicity about the availability of the Funds and the active solicitation of
other bidders by counsel representing the BAC Holders.
Don't let Dominium's self-serving misrepresentations and distortions
persuade you to give up the cash CAPREIT is offering. 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 white proxy cards. 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 cash
redemption price offered.
If you have questions, please call MacKenzie Partners, our information
and proxy agent, at 1-800-332-2885.
Very truly yours,
CRITEF ASSOCIATES LIMITED PARTNERSHIP and
CRITEF III ASSOCIATES LIMITED PARTNERSHIP,
General Partners
By: C.R.I., Inc., their general partner
/s/ William B. Dockser /s/ H. William Willoughby
William B. Dockser H. William Willoughby
Chairman of the Board President
<PAGE>
[LETTERHEAD OF MILLER & SCHROEDER FINANCIAL, INC. APPEARS HERE]
October 25, 1996
VIA FAX: 301-468-3150
Capital Realty Investors Tax Exempt Fund
Limited Partnership
Capital Realty Investors Tax Exempt Fund III
Limited Partnership
12000 Rockville Pike
Rockville, Maryland 20852
Gentlemen:
We have received a copy of a letter dated October 23, 1996, from Dominium Tax
Exempt Fund L.L.P. to your BAC Holders. The Dominium letter contains a
quotation attributed to Miller & Schroeder Financial, Inc. This will advise you
that such quotation is unauthorized and incomplete.
First, Miller & Schroeder's letter does not purport to address both proposed
mergers. It concerns only the CRITEF Series I properties. Second, Miller &
Schroeder's letter was not sent in any general mailing to its customers. It was
made available to Miller & Schroeder's brokers to use at each broker's
discretion. Third, Miller & Schroeder's letter noted that no assurance can be
given that a better offer will be received.
You may use and disseminate this letter.
Very truly yours,
MILLER & SCHROEDER FINANCIAL, INC.
/s/ Paul R. Ekholm
Paul R. Ekholm
Senior Vice President
