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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 12
Capital Realty Investors Tax Exempt Fund Limited Partnership ("CRITEF")
Capital Realty Investors Tax Exempt Fund III Limited Partnership ("CRITEF III")
(Names of Issuers)
Capital Realty Investors Tax Exempt Fund Limited Partnership
CRITEF Associates Limited Partnership
Capital Realty Investors Tax Exempt Fund III Limited Partnership
CRITEF III Associates Limited Partnership
Capital Apartment Properties, Inc.
Apollo Real Estate Advisors, L.P.
(Names of Persons Filing Statement)
Beneficial Assignee Certificates, CRITEF, Series I and II
Beneficial Assignee Certificates, CRITEF III
(Titles of Classes of Securities)
140 437 10 4, CRITEF, Series I
140 437 20 3, CRITEF, Series II
140 438 10 2, CRITEF III
(CUSIP Numbers of Classes of Securities)
CRI, Inc. Richard L. Kodish
William B. Dockser Capital Apartment Properties, Inc.
Chairman of the Board 11200 Rockville Pike
The CRI Building Rockville, Maryland 20852
11200 Rockville Pike (301) 468-8338
Rockville, Maryland 20852
(301) 468-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
Copies to:
Robert B. Hirsch, Esq. Janet C. Walden
ARENT FOX KINTNER PLOTKIN & KAHN SCHULTE ROTH & ZABEL LLP
1050 Connecticut Avenue 900 Third Avenue
Washington, D.C. 20036 New York, New York 10022
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This statement is filed in connection with (check the appropriate box):
a. /x/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act
of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. / /
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
$168,800,257 $33,760
* Pursuant to the proposed merger, the public holders of beneficial assignee
certificates ("BACs") in CRITEF and CRITEF III, who hold in the aggregate
2,280,000 BACs in CRITEF, Series I, 3,238,760 BACs in CRITEF, Series II, and
5,258,268 BACs in CRITEF III, will be entitled to receive $15.60 per BAC in
CRITEF, Series I, $15.29 per BAC in CRITEF, Series II, and $15.92 per BAC in
CRITEF III, in each case, subject to adjustment.
/x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount previously Paid: $32,461
Form or Registration No: Schedule 14A
Filing Party: CRITEF and CRITEF III
Dates Filed: March 18, 1996, August 26, 1996, November 12, 1996
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INTRODUCTION
This Amendment No. 12 to the Rule 13e-3 Transaction Statement is being
filed by Capital Realty Investors Tax Exempt Fund Limited Partnership ("Fund
I-II"), Capital Realty Investors Tax Exempt Fund III Limited Partnership ("Fund
III", and together with Fund I-II, the "Funds"), CRITEF Associates Limited
Partnership, the former general partner of Fund I-II ("Fund I-II GP"), CRITEF
III Associates Limited Partnership, (the former general partner of Fund III, and
together with Fund I-II GP, the "Former General Partners") , Watermark Partners,
L.P. ("Watermark"), Watermark III Partners, L.P. ("Watermark III"), Capital
Apartment Properties, Inc., the general partner of Watermark and Watermark III
("CAPREIT") and Apollo Real Estate Advisors, L.P., the beneficial owner of
99.83% of the outstanding capital stock of CAPREIT ("Apollo"), in connection
with the recently commpleted mergers of Watermark and Watermark III with and
into Fund I-II and Fund III, respectively, and related transactions. Fund I-II
and Fund III are the issuers of the classes of securities which are the subject
of the Rule 13e-3 transaction.
On November 12, 1996, Fund I-II and Fund III filed with the Securities
and Exchange Commission their Supplement to a definitive Proxy Statement
relating to the solicitation of proxies by Fund I-II and Fund III to
vote upon : (1) a proposal to approve and adopt (a) with respect to Fund
I-II, the Fourth Amended and Restated Agreement and Plan of Merger,
dated as of August 21, 1996, as amended by Amendment No. 1 thereto dated
November 7, 1996, among Fund I-II, CRITEF Associates Limited Partnership
and Watermark, and others, and (b) with respect to Fund III, the Fourth
Amended and Restated Agreement and Plan of Merger, dated as of August
21, 1996, as amended by Amendment No. 1 thereto dated November 7, 1996,
among Fund III, CRITEF III Associates Limited Partnership and Watermark
III, and others, and in each case, to approve certain amendments to the
Agreements of Limited Partnership of each of the Funds to authorize
expressly the foregoing, (2) a proposal to approve, with respect to each
Fund, (i) the sale of the 1.01% general partner interest by such Fund's
general partner to CAPREIT GP, Inc., a newly-formed, wholly-owned
subsidiary of CAPREIT ("CAPREIT GP"), in exchange for $400,000, and the
substitution of CAPREIT GP as the general partner of such Fund in its
stead, and (ii) the issuance of limited partner interests in each of the
Funds to CAPREIT or its designees in exchange for the contribution of
real property or other assets, and the admission of CAPREIT or its
designees as limited partners of each of the Funds, and, in each case,
certain amendments to the Agreements of Limited Partnership of each of
the Funds to authorize expressly the foregoing, (3) any adjournments of
the Special Meetings to allow for the additional solicitation of BAC
Holder votes in order to obtain more votes in favor of the foregoing
proposals, and (4) any other business as may properly come before the
Special Meetings or any adjournments or postponements thereof. Proposals 1, 2
and 3 were approved by the BAC Holders at the Special Meetings held on
November 27, 1996. The mergers were consummated on December 4, 1996.
A copy of the Supplement to the definitive Proxy Statement was attached
as Exhibit 17(d)(14) to Amendment No. 10 to the Rule 13e-3 Transaction
Statement. The definitive Proxy Statement was previously filed
as Exhibit 17(d)(1) to Amendment No. 3 to the Schedule 13e-3. The sole
purpose of this Amendment No. 12 to the Rule 13e-3 Transaction Statement
is to amend Item 17 "Material to be Filed as Exhibits" by filing an
additional exhibit.
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Item 17 Item 17 is hereby amended and restated as follows:
Material to be Filed as Exhibits
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(a).......................... Commitment Letter, dated March 29, 1996, between Capital
Apartment Properties, Inc. and CentRe Mortgage L.L.C.
(b)(1)....................... Fairness Opinion of Oppenheimer & Co., Inc. delivered to Fund I-
II, Series I, dated March 14,,1996, appears as Appendix B-1 to
the preliminary Proxy Statement filed as Exhibit 17(d) to
Amendment No. 3 to the Rule 13e-3 Transaction Statement.
(b)(2)....................... Fairness Opinion of Oppenheimer & Co., Inc. delivered to Fund
I-II, Series II, dated March 14, 1996, appears as Appendix B-2
to the preliminary Proxy Statement filed as Exhibit 17(d) to
Amendment No. 3 to the Rule 13e-3 Transaction Statement.
(b)(3)....................... Fairness Opinion of the Oppenheimer & Co., Inc. delivered to
Fund III, dated March 14, 1996, appears as Appendix B-3 to the
preliminary Proxy Statement filed as Exhibit 17(d) to Amendment
No. 3 to the Rule 13e-3 Transaction Statement.
(b)(4)....................... Report of Oppenheimer & Co., Inc. in connection with its
Fairness Opinions of March 14, 1996.
(b)(5)....................... Fairness Opinion of Oppenheimer & Co., Inc. delivered to Fund
I-II, Series I, dated September 20, 1996, appears as Appendix
B-1 to the definitive Proxy Statement filed as Exhibit 17(d) to
Amendment No. 3 to the Rule 13e-3 Transaction Statement.
(b)(6)....................... Fairness Opinion of Oppenheimer & Co., Inc. delivered to Fund
I-II, Series II, dated September 20, 1996, appears as
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Appendix B-2 to the definitive Proxy Statement filed as Exhibit
17(d) to Amendment No. 3 to the Rule 13e-3 Transaction
Statement.
(b)(7)....................... Fairness Opinion of Oppenheimer & Co., Inc. delivered to Fund
III, dated September 20, 1996, appears as Appendix B-3 to the
definitive Proxy Statement filed as Exhibit 17(d) to Amendment
No. 3 to the Rule 13e-3 Transaction Statement.
(b)(8)....................... Report of Oppenheimer & Co., Inc. in connection with its
Fairness Opinions of September 20, 1996.
(c)(1)....................... Fourth Amended and Restated Agreement and Plan of Merger, dated
as of August 21, 1996, among Fund I-II, CRITEF Associates
Limited Partnership, Watermark and others, appears as Appendix
A-1 to the definitive Proxy Statement filed as Exhibit 17(d)(1)
to Amendment No. 3 to the Rule 13e-3 Transaction Statement.
(c)(2)....................... Fourth Amended and Restated Agreement and Plan of Merger, dated
as of August 21, 1996, among Fund III, CRITEF III Associates
Limited Partnership and Watermark III, and others, appears as
Appendix A-2 to the definitive Proxy Statement filed as Exhibit
17(d)(1) to Amendment No. 3 to the Rule 13e-3 Transaction
Statement.
(c)(3)....................... Complaint for Breach of Fiduciary Duty in the case styled Zakin
v. Dockser, et al. (C.A. No. 14558).
(c)(4)....................... Complaint for Breach of Fiduciary Duty in the case styled
Wingard v. Dockser, et al. (C.A. No. 14604).
(c)(5)....................... Stipulation of Settlement, dated as of May 13, 1996, relating to
the cases styled Zakin v. Dockser, et al. and Wingard v.
Dockser, et al.
(c)(6)....................... Amendment to Stipulation of Settlement, dated August 13, 1996,
relating to the cases styled Zakin v. Dockser, et al. and
Wingard v. Dockser, et al.
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(c)(7)....................... Final Order and Judgment of the Court of Chancery of the State
of Delaware in and for New Castle County, dated August 14, 1996,
approving the Stipulation of Settlement as amended in the cases
styled Zakin v. Dockser, et al. and Wingard v. Dockser, et al.
(c)(8)....................... Complaint for False or Misleading Statements in the case styled
Dominium Tax Exempt Fund, L.L.P. v. Dockser, et al.
(c)(9)....................... Complaint for Preliminary and Permanent Injunction and Relief
against unlawful Proxy solicitation in the case styled Capital
Realty Investors Tax Exempt Fund Limited Partnership, et al. v.
Dominium Tax Exempt Fund L.L.P.
(c)(10)...................... Defendants' Emergency Motion to Enforce Court's Final Order In
Re Capital Realty Investors Tax Exempt Fund Limited
Partnership's Litigation.
(c)(11)...................... Memorandum Opinion in the case styled Capital Realty Investors
Tax Exempt Fund Limited Partnership, et al. v. Dominium Tax
Exempt Fund L.L.P.
(c)(12)...................... Order and Memorandum of Judge Lebedoff in the case styled
Dominium Tax Exempt Fund, L.L.P. v. Dockser, et. al.
(c)(13)...................... Agreement, dated November 6, 1996, between Dominium Tax Exempt
Fund L.L.P. and Capital Apartment Properties, Inc., including
the Escrow Agreement and Mutual Releases.
(c)(14)...................... Amendment No. 1 to the Fourth Amended and Restated Agrement and
Plan of Merger, dated November 7, 1996, among Fund I-II, CRITEF
Associates Limited Partnership, Watermark and others, appears as
Exhibit 1 to the Supplement to the definitive Proxy Statement
filed as Exhibit 17(d)(14) to this Rule 13e-3 Transaction
Statement.
(c)(15)...................... Amendment No. 1 to the Fourth Amended and Restated Agrement and
Plan of Merger, dated November 7, 1996, among Fund III, CRITEF
III Associates Limited Partnership, Watermark III and others,
appears as Exhibit 2 to the Supplement to the definitive Proxy
Statement filed as Exhibit 17(d)(14) to this Rule 13e-3
Transaction
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Statement.
(d)(1)....................... Letters to BAC Holders, Notice of Special Meetings, definitive
Proxy Statement and forms of Proxy.
(d)(2)....................... October 3, 1996 Letter to BAC Holders from the Funds.
(d)(3)....................... October 4, 1996 Press Release issued by the Funds.
(d)(4)....................... October 3, 1996 Press Release issued by CAPREIT.
(d)(5)....................... October 11, 1996 Letter to BAC Holders from the Funds.
(d)(6)....................... October 14, 1996 Press Release issued by CAPREIT.
(d)(7)....................... October 16, 1996 Press Release issued by CAPREIT.
(d)(8)....................... October 18, 1996 Letter to BAC Holders from the Funds.
(d)(9)....................... October 18, 1996 Press Release issued by CAPREIT.
(d)(10)...................... October 22, 1996 Letter to BAC Holders From the Funds.
(d)(11)...................... October 28, 1995 Press Release issued by the Funds.
(d)(12)...................... October 29, 1996 Letter to BAC Holders from the Funds.
(d)(13)...................... November 6, 1996 Joint Press Release issued by the Funds,
CAPREIT and Dominium Tax Exempt Fund L.L.P.
(d)(14)...................... Letters to BAC Holders, Amended Notice of Special Meetings,
Supplement to definitive Proxy Statement and forms of Proxy.
(d)(15)...................... November 14, 1996 Letter to BAC Holders from the Funds.
(d)(16)...................... December 4, 1996 Press Release Issued by the Funds.
(e).......................... Not applicable.
(f).......................... At this time no written instruction, form or other material
currently exists with respect to any oral solicitation or
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recommendation that may be made (on behalf of the persons filing
this statement) to security holders in connection with the Rule
13e-3 transaction. Should any such written instruction, form or
material be generated, it will be supplied to the Commission as
a supplemental filing.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: December 9, 1996
CAPITAL REALTY INVESTORS TAX EXEMPT FUND LIMITED PARTNERSHIP
By: CAPREIT GP, Inc.,
its General Partner
By: /s/ Richard L. Kadish
Richard L. Kadish
President
CAPITAL REALTY INVESTORS TAX EXEMPT FUND III LIMITED PARTNERSHIP
By: Capital Realty Investors Tax Exempt Fund Limited
Partnership, its successor by merger
By: CAPREIT GP, Inc.
its General Partner
By: /s/ Richard L. Kadish
Richard L. Kadish
President
CRITEF ASSOCIATES LIMITED PARTNERSHIP
By: C.R.I., Inc.,
its Managing General Partner
By: /s/ William B. Dockser
William B. Dockser
Chairman of the Board
15
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CRITEF III ASSOCIATES LIMITED PARTNERSHIP
By: C.R.I., Inc.,
its General Partner
By: /s/ William B. Dockser
William B. Dockser
Chairman of the Board
16
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: December 9, 1996
WATERMARK PARTNERS, L.P.
By: Capital Realty Investors Tax Exempt Fund Limited Partnership
its successor by merger
By: CAPREIT GP, Inc.,
its General Partner
By: /s/ Richard L. Kadish
Richard L. Kadish
President and Chief Executive Officer
WATERMARK III PARTNERS, L.P.
By: Capital Realty Investors Tax Exempt Fund Limited Partnership,
its successor by merger
By: CAPREIT GP, Inc.,
By: /s/ Richard L. Kadish
Richard L. Kadish
President and Chief Executive Officer
CAPITAL APARTMENT PROPERTIES, INC.
By: /s/ Richard L. Kadish
Richard L. Kadish
President and Chief Executive Officer
APOLLO REAL ESTATE ADVISORS, L.P.
By: Apollo Real Estate Management, Inc.,
its General Partner
By: /s/ Michael D. Weiner
Michael D. Weiner
Vice President
17
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INDEX TO EXHIBITS
Exhibit No. Title
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17(a)........................ Commitment Letter, dated March 29, 1996, between
Capital Apartment Properties, Inc. and CentRe
Mortgage L.L.C.*
17(b)(1)..................... Fairness Opinion of Oppenheimer & Co., Inc.
delivered to Fund I-II, Series I, dated March
14,,1996, appears as Appendix B-1 to the
preliminary Proxy Statement filed as Exhibit
17(d) to Amendment No. 3 to the Rule 13e-3
Transaction Statement.*
17(b)(2)..................... Fairness Opinion of Oppenheimer & Co., Inc.
delivered to Fund I-II, Series II, dated March
14, 1996, appears as Appendix B-2 to the
preliminary Proxy Statement filed as Exhibit
17(d) to Amendment No. 3 to the Rule 13e-3
Transaction Statement.*
17(b)(3)..................... Fairness Opinion of the Oppenheimer & Co.,
Inc. delivered to Fund III, dated March 14,
1996, appears as Appendix B-3 to the preliminary
Proxy Statement filed as Exhibit 17(d) to
Amendment No. 3 to the Rule 13e-3 Transaction
Statement.*
17(b)(4)..................... Report of Oppenheimer & Co., Inc. in connection
with its Fairness Opinions of March 14, 1996.*
17(b)(5)..................... Fairness Opinion of Oppenheimer & Co., Inc.
delivered to Fund I-II, Series I, dated
September 20, 1996, appears as Appendix B-1 to
the definitive Proxy Statement filed as Exhibit
17(d) to Amendment No. 3 to the Rule 13e-3
Transaction Statement.*
17(b)(6)..................... Fairness Opinion of Oppenheimer & Co., Inc.
delivered to Fund I-II, Series II, dated
September 20, 1996, appears as Appendix B-2 to
the definitive Proxy Statement filed as Exhibit
17(d) to Amendment No. 3 to the Rule 13e-3
Transaction Statement.*
17(b)(7)..................... Fairness Opinion of Oppenheimer & Co., Inc.
delivered to Fund III, dated September 20, 1996,
appears as Appendix
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B-3 to the definitive Proxy Statement filed as
Exhibit 17(d) to Amendment No. 3 to the Rule
13e-3 Transaction Statement.*
17(b)(8)..................... Report of Oppenheimer & Co., Inc. in connection
with its Fairness Opinions of September 20,
1996.*
17(c)(1)..................... Fourth Amended and Restated Agreement and Plan
of Merger, dated as of August 21, 1996, among
Fund I-II, CRITEF Associates Limited
Partnership, Watermark and others, appears as
Appendix A-1 to the definitive Proxy Statement
filed as Exhibit 17(d) to Amendment No. 3 to the
Rule 13e-3 Transaction Statement.*
17(c)(2)..................... Fourth Amended and Restated Agreement and Plan
of Merger, dated as of August 21, 1996, among
Fund III, CRITEF III Associates Limited
Partnership and Watermark III, and others,
appears as Appendix A-2 to the definitive Proxy
Statement filed as Exhibit 17(d) to Amendment
No. 3 to the Rule 13e-3 Transaction Statement.*
17(c)(3)..................... Complaint for Breach of Fiduciary Duty in the
case styled Zakin v. Dockser, et al. (C.A. No.
14558).*
17(c)(4)..................... Complaint for Breach of Fiduciary Duty in the
case styled Wingard v. Dockser, et al. (C.A. No.
14604).*
17(c)(5)..................... Stipulation of Settlement, dated as of May 13,
1996, relating to the cases styled Zakin v.
Dockser, et al. and Wingard v. Dockser, et al.*
17(c)(6)..................... Amendment to Stipulation of Settlement, dated
August 13, 1996, relating to the cases styled
Zakin v. Dockser, et al. and Wingard v. Dockser,
et al.*
17(c)(7)..................... Final Order and Judgment of the Court of
Chancery of the State of Delaware in and for New
Castle County, dated August 14, 1996, approving
the Stipulation of Settlement as amended in the
cases styled Zakin v. Dockser, et al. and
Wingard v. Dockser, et al.*
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17(c)(8)..................... Complaint for False or Misleading Statements
in the case styled Dominium Tax Exempt Fund,
L.L.P. v. Dockser, et al.*
17(c)(9)..................... Complaint for Preliminary and Permanent
Injunction and Relief against unlawful Proxy
solicitation in the case styled Capital Realty
Investors Tax Exempt Fund Limited Partnership,
et al. v. Dominium Tax Exempt Fund L.L.P.*
17(c)(10).................... Defendants' Emergency Motion to Enforce Court's
Final Order In Re Capital Realty Investors Tax
Exempt Fund Limited Partnership's Litigation.*
17(c)(11).................... Memorandum Opinion in the case styled Capital
Realty Investors Tax Exempt Fund Limited
Partnership, et al. v. Dominium Tax Exempt Fund
L.L.P.*
17(c)(12).................... Order and Memorandum of Judge Lebedoff in the
case styled Dominium Tax Exempt Fund, L.L.P. v.
Dockser, et. al.*
17(c)(13).................... Agreement, dated November 6, 1996, between
Dominium Tax Exempt Fund L.L.P. and Capital
Apartment Properties, Inc., including the Escrow
Agreement and Mutual Releases.
17(d)(1)..................... Letters to BAC Holders, Notice of Special
Meetings, definitive Proxy Statement and forms
of Proxy.*
17(d)(2)..................... October 3, 1996 Letter to BAC Holders from the
Funds.*
17(d)(3)..................... October 4, 1996 Press Release issued by the
Funds.*
17(d)(4)..................... October 3, 1996 Press Release issued by
CAPREIT.*
17(d)(5)..................... October 11, 1996 Letter to BAC Holders from the
Funds.*
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17(d)(6)..................... October 14, 1996 Press Release issued by
CAPREIT.*
17(d)(7)..................... October 16, 1996 Press Release issued by
CAPREIT.*
17(d)(8)..................... October 18, 1996 Letter to BAC Holders from
the Funds.*
17(d)(9)..................... October 18, 1996 Press Release issued by
CAPREIT.*
17(d)(10).................... October 22, 1996 Letter to BAC Holders From
the Funds.*
17(d)(11).................... October 28, 1995 Press Release issued by the
Funds.*
17(d)(12).................... October 29, 1996 Letter to BAC Holders from
the Funds.*
17(d)(13).................... November 6, 1996 Joint Press Release issued by
the Funds, CAPREIT and Dominium Tax Exempt
Fund L.L.P.*
17(d)(14).................... Letters to BAC Holders, Amended Notice of
Special Meetings, Supplement to definitive
Proxy Statement and forms of Proxy.*
17(d)(15).................... November 14, 1996 Letter to BAC Holders from
the Funds.*
17(d)(16).................... December 4, 1996 Press Release issued by the
Funds.
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*Previously filed.
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DRAFT--12/3/96 2 P.M.
For Immediate Release
CONTACT: James T. Pastore
202-546-6451
Susan T. Backman
303-231-0231
CRITEF mergers close
ROCKVILLE, MD, Dec. 4, 1996--(AMEX: CRA, CRB, CRL)-- The CRITEF partnerships
today announced the closings of the mergers of CRITEF-I, CRITEF-II AND
CRITEF-III with affiliates of Capital Apartment Properties, Inc. (CAPREIT)
which were approved at special meetings of the partnerships on Nov. 27.
In the mergers, holders of CRITEF BACs will receive a total of approximately
$166 million in cash for their interests. CRITEF-I BAC holders will receive
$15.42 per BAC, CRITEF-II BAC holders will receive $15.11 per BAC and CRITEF-III
BAC holders will receive $15.73 per BAC.
Record holders will receive instructions on how to redeem their BACs from the
redemption agent. In order to receive the redemption proceeds, record holders
must send their original certificates plus the required letters of transmittal
to the redemption agent. Street name investors need take no action to redeem
their BACs, they will receive their shares of the merger proceeds through their
brokerage accounts.
There are two CRITEF partnerships with three series of securities that trade on
the American Stock Exchange. At the closing the interests of all BAC holders
were cancelled and the partnerships will be de-listed immediately.
One partnership is:
- -- 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).
The second partnership is:
- -- Capital Realty Investors Tax Exempt Fund III Limited Partnership
(CRITEF-III)(AMEX:CRL).
CAPREIT, based in Rockville, Maryland, is a self-managed private real estate
investment trust. CAPREIT owns 30 multifamily communities containing 7,512
units located in 10 states. In addition, CAPREIT manages another 39 apartment
commnities (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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