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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
[_] 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):
[_] 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 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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Notes:
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NEWS RELEASE
FOR IMMEDIATE RELEASE
From: CRI, Inc. Contact: Susan Backman
CRITEF, Series I and Series II CRI
CRITEF II for the CRITEF Partnerships
The CRI Building 301-231-0231
11200 Rockville Pike or
Rockville, Maryland 20852 James T. Pastore
Pastore Communications Group
202-546-6451
fax 202-547-2764
e-mail [email protected]
Capital Apartment Properties, Inc. Les Schupak
11200 Rockville Pike KCSA Public Relations
Rockville, Maryland 20852 212-682-6565, Ext. 207
Dominium Tax Exempt Fund L.L.P. Arthur B. Crozier
2915 Niagara Lane Georgeson & Company Inc.
Minneapolis, MN 55447 212-440-9861
CRITEF GENERAL PARTNERS AND CAPREIT ANNOUNCE INCREASE IN MERGER PRICES,
DOMINIUM URGES BAC HOLDERS TO SUPPORT THE MERGERS
ROCKVILLE, MD., Nov. 6, 1996 -- (AMEX: CRA, CRB, CRL) -- The CRITEF
partnerships, CAPREIT and Dominium have jointly announced CAPREIT's agreement to
increase the consideration being offered by CAPREIT to BAC Holders in the
proposed mergers between the CRITEF partnerships and affiliates of CAPREIT by an
aggregate of approximately $6.5 million.
The increased offer will boost the redemption amounts payable to CRITEF BAC
holders in the proposed mergers by approximately $0.60 per BAC. If the Mergers
are approved by the requisite vote of BAC Holders, each BAC Holder would now
receive, net in cash, a minimum of $15.42 per BAC, in the case of CRITEF, Series
I; $15.11 per BAC, in the case of CRITEF, Series II; and $15.73 per BAC, in the
case of CRITEF III.
William B. Dockser, Chairman of C.R.I, Inc., the sponsor of the CRITEF
partnerships, said: "CAPREIT's improved offer pushes the merger prices to the
higher end of the range of values of the CRITEF partnerships determined by the
independent investment banking firm that provided the fairness opinions. The
General Partners previously recommended the mergers as fair, and the additional
monies now being offered to BAC Holders further strengthen our support."
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Dominium, which previously opposed the mergers, was instrumental in negotiating
the improved merger terms with CAPREIT and endorses and supports the revised
merger terms. In accordance with a settlement of its various disputes with
CAPREIT and the CRITEF partnerships, Dominium also has withdrawn its
solicitation of proxies in opposition to the mergers.
Jack Safar, a partner in Dominium, said "We are pleased to have played a role in
securing an improved offer for the BAC Holders. We believe that the improved
merger offer maximizes value for all BAC Holders and we support it. We
recommend approval of the mergers and strongly encourage all BAC Holders to vote
in favor of the improved mergers."
The CRITEF partnerships have rescheduled the special meetings of BAC Holders to
vote on the proposed mergers to November 27, 1996 and have set a new record date
of November 12, 1996, for BAC Holders eligible to vote at the special meetings.
The meetings had originally been set for October 29, 1996 and subsequently
postponed to November 8, 1996. Approval of the mergers requires the affirmative
vote of the holders of a majority of the outstanding BACs of the respective
CRITEF partnerships.
The CRITEF partnerships will soon mail to all BAC Holders of record on the
record date a supplement to the CRITEF partnerships' Joint Proxy Statement
describing, among other things, the improved Merger terms, the terms of, and
payments made in connection with, the Dominium settlement.
The CRITEF partnerships together hold 18 tax-exempt mortgage revenue bonds used
to finance multifamily housing communities. Formed by C.R.I., Inc. in 1986 and
1987, the partnerships began trading on the American Stock Exchange on July 1,
1993.
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
communities (including 14 of the CRITEF communities) for third-party owners.
The largest investor in CAPREIT is Apollo Real Estate Investment Fund, L.P.
Dominium, through its affiliated companies, owns or manages approximately 14,000
multi-housing units across the country and has 25 years experience in real
estate development and property management. In addition to its Minneapolis
headquarters, Dominium has offices in Milwaukee, Chicago, Atlanta and Miami.
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