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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
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))
[_] Definitive Proxy Statement
[X] 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 III")
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 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
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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: $162,301,663
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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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KCSA NEWS
FOR: CAPREIT
CONTACT: RICHARD L. KADISH
(301) 231-8700
KCSA CONTACT Leslie A. Schupak
Phone: (212) 682-6565 ext. 207
Fax: (212) 338-9558
E-Mail: [email protected]
FOR IMMEDIATE RELEASE
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COURT CRITICIZES DOMINIUM'S ACTIONS AND
REJECTS MOTION TO DELAY PROPOSED MERGER
ROCKVILLE, MD -- October 18, 1996 -- A Federal Magistrate for the U.S. District
Court of Minnesota yesterday denied Dominium Tax Exempt Fund's motion for
expidited discovery that would have delayed BAC Holders of CRITEF I, II and III
Funds' (ASC:CRA) approval of a proposed merger with Capital Apartments
Properties, Inc. (CAPREIT) to be voted upon October 29.
The Court Order was particularly critical of Dominium's actions. Citing a
nine-month series of maneuvers on the part of Dominium, Judge Jonathan G.
Debedoff concluded in yesterday's Order that Dominium already has "virtually all
the information it now seeks..." and "expidited discovery -- even in a
preliminary injunction action -- is not automatically granted."
The judge added: "The discovery requested was doubtless calculated to and
will interrupt the solicitation activity of the BAC Holders in advance of the
October 29th meetings. In so doing, it very well may jeopardize the Mergers.
Judge Lebedoff then cited this week's opinion of the Southern District of
New York which found that Dominium's correspondence to BAC Holders may have
contained numerous
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CAPREIT2
inaccuracies. That Order said: "There is little doubt Dominium is seeking to
delay or defeat the proposed mergers in the hope that it somehow will obtain the
wherewithal to acquire the Funds or that it will make such a nuisance of itself
that CAPREIT or theFunds will pay it to go away."
Referring to the harm that BAC Holders faced as a result of Dominium's
actions, the Minnesota Court said: "The BAC Holders who fought long and hard in
the Delaware action for a settlement agreement which maximizes their interests
could be irreparably injured if one dissident BAC holder (Dominium) of a mere
300 shares with only $1,500 at stake, who did not even opt out of the class, can
derail the CAPREIT offer."
Commenting on the Court's ruling, Richard L. Kadish, President of CAPREIT,
stated: "The Court in Dominium's own home state of Minnesota has reaffirmed the
New York Court's opinion in the same week. Both support what we have been
saying all along -- Dominium has not been acting in good faith, has no real
interest in the Funds or its Holders and has simply tried to manipulate some
underhanded financial benefit for itself.
"I am very pleased at how the Courts have responded to Dominium's
outrageous behavior. We can now proceed with the meetings scheduled for October
29 and hopefully come to closure on the merger."
CAPREIT owns, develops and manages multifamily garden-style and townhome
communities throughout the Midwest, Mid-Atlantic, Northeast and Southeast United
States. CAPREIT currently owns and manages 30 properties with 8,942 housing
units. CAPREIT also manages an additional 39 apartment communities on behalf of
third-party persons.
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CAPITAL REALTY INVESTORS TAX EXEMPT FUND
LIMITED PARTNERSHIP, SERIES I & SERIES II
CAPITAL REALTY INVESTORS TAX EXEMPT FUND III
LIMITED PARTNERSHIP
c/o C.R.I. Inc.
11200 Rockville Pike
Rockville, Maryland 20852
October 22, 1996
Dear BAC Holder:
Your vote FOR the proposed CRITEF/CAPREIT mergers is even more critical
as we fast approach the October 29 date for the special meeting of BAC Holders.
Your failure to vote counts as a vote against the proposed mergers.
In over 13 months, the CRITEF Funds received no other firm offer.
Dominium's own proxy statement concedes that Dominium was unable to obtain
financing for a proposal last summer and that it has no plans to make a superior
proposal now.
The U.S. District Court for Minnesota last week echoed the CRITEF Funds'
view that Dominium is merely a disgruntled spoiler trying to block the proposed
mergers. In denying Dominium's discovery request, the Court stated:
. The BAC holders who fought long and hard in the Delaware action for a
settlement agreement which maximizes their interests could be
irreparably injured if one dissident BAC holder (Dominium) of a mere
300 shares with only $1,500 at stake . . . can derail the CAPREIT
offer.
The CRITEF General Partners believe there are sound reasons to vote FOR
the mergers:
. BAC Holders will receive significantly more cash in the mergers than
the highest AMEX trading prices for the BACs.
. A nationally-recognized, independent investment bank determined that
the redemption prices offered by CAPREIT are fair to BAC Holders from
a financial point of view. The fairness opinions take into account
the operations of the properties through June 30, 1996.
If you have not yet responded, the General Partners urge you to sign and
return the enclosed white proxy card immediately so that it is received in time
for the October 29 meeting. To ensure that your vote is counted at the Meeting
we encourage you to fax your vote to (212) 929-0308.
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If you have questions, please call MacKenzie Partners, our information
and proxy agent, at 1-800-322-2885.
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
