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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
[X] Filed by the Registrant
[_] Filed by a Party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[X] 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")
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(NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
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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 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
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:
$15.00 per BAC in CRITEF, Series I $14.68 per BAC in CRITEF, Series II
$15.32 per BAC in CRITEF III
4) Proposed maximum aggregate value of transaction: $162,301,663
5) Total fee paid: $32,461
[_] 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
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
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EXHIBIT 17(d)(5)
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 11, 1996
Dear BAC Holder:
Dominium's most recent letter to you continues to hide its true intent in
connection with the proposed mergers between the CRITEF Funds and affiliates of
CAPREIT.
. Dominium is NOT MAKING ANY OFFER.
. Dominium FAILED TO FINANCE its prior proposal after seven full months of
effort. If it has suddenly obtained firm financing, why doesn't it just
say so?
. According to information recently disclosed to the Funds, Dominium
WANTED $3.5 MILLION IN GREENMAIL PAYMENTS from CAPREIT, which was
refused, to abandon its efforts.
. Dominium OWNS ONLY ABOUT $4,500 WORTH OF BACS total in all of the Funds.
WHY IS DOMINIUM SPENDING HUNDREDS OF THOUSANDS OF DOLLARS TO BLOCK THE
PROPOSED MERGERS? Does the potential appreciation of Dominium's 300 BACs
justify its expenditures? Isn't it more likely that Dominium wants to
stop the proposed mergers, causing the BAC prices to drop, then make a
lower bid?
The CAPREIT proposal offers BAC Holders a substantial premium over the
highest historical trading price of the BACs on AMEX. A nationally recognized
investment banking firm supports the financial fairness of the merger prices to
BAC Holders. The Delaware Chancery Court approved the settlement of the class
action suit concerning the mergers, finding it to be fair and reasonable.
On the other hand, Dominium failed to back up its earlier proposal with
firm financing, it failed to obtain a PAYOFF from CAPREIT, and it now fails to
offer BAC Holders any genuine alternative to the proposed mergers.
THE GENERAL PARTNERS URGE YOU TO SIGN AND RETURN THE ENCLOSED WHITE PROXY
CARD IN FAVOR OF THE PROPOSED MERGERS.
If you have questions, please call MacKenzie Partners, our information and
proxy agent, at 1-800-322-2885.
