<PAGE>
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. 5
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 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
-----------------------------------------
(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.
William B. Dockser
Chairman of the Board
The CRI Building
11200 Rockville Pike
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.
ARENT FOX KINTNER PLOTKIN & KAHN
1050 Connecticut Avenue
Washington, D.C. 20036
<PAGE>
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
$162,301,663 $32,461
* 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 $15.00 per
BAC in CRITEF, Series I, $14.68 per BAC in CRITEF, Series II, and $15.32
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
<PAGE>
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. 5
Capital Realty Investors Tax Exempt Fund Limited Partnership ("CRITEF")
Capital Realty Investors Tax Exempt Fund III Limited Partnership ("CRITEF III")
- -------------------------------------------------------------------------------
(Names of Issuers)
Watermark Partners, L.P.
Watermark III Partners, L.P.
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
--------------------------------------------
(Title 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)
Capital Apartment Properties, Inc.
Richard L. Kadish
The CRI Building
11200 Rockville Pike
Rockville, Maryland 20852
(301) 268-8700
and
Apollo Real Estate Advisors, L.P.
Michael D. Weiner
1999 Avenue of the Stars
Los Angeles, California 90057
(310) 201-4100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
Copies to:
________
Janet C. Walden, Esq.
SCHULTE ROTH & ZABEL
900 Third Avenue
New York, New York 10021
<PAGE>
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
$162,301,663 $32,461
* 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 $15.00 per
BAC in CRITEF, Series I, $14.68 per BAC in CRITEF, Series II, and $15.32
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
<PAGE>
INTRODUCTION
This Amendment No. 5 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 general partner of Fund I-II ("Fund I-II GP"), CRITEF III
Associates Limited Partnership, (the general partner of Fund III and, together
with Fund I-II GP, the "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 proposed 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 September 23, 1995, Fund I-II and Fund III filed with the Securities and
Exchange Commission their 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, 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, 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 $500,000, 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.
A copy of the definitive Proxy Statement was attached as Exhibit 17(d)
to Amendment No. 3 to the Rule 13e-3 Transaction Statement. The sole purpose of
this Amendment No. 5 to the Rule 13e-3 Transaction Statement is to amend Item 17
"Material to be Filed as Exhibits" by filing an additional exhibit.
<PAGE>
Item 17 MATERIAL TO BE
FILED AS EXHIBITS
-----------------
Item 17 is hereby amended and restated as follows:
(a)............... Commitment Letter, dated as of March 29, 1996,
between CAPREIT and CentRe Mortgage Capital 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 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 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) 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,
<PAGE>
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.
(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.
(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 Injuncture
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.
---------------------------------------------
(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 CARPREIT
(d)(5)............ October 11, 1996 Letter to BAC Holders from 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 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.
<PAGE>
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: October 14, 1996
CAPITAL REALTY INVESTORS TAX EXEMPT FUND LIMITED PARTNERSHIP
By: CRITEF Associates Limited Partnership,
its General Partner
By: C.R.I., Inc.,
its Managing General Partner
By:/s/ William B. Dockser
-----------------------------
William B. Dockser
Chairman of the Board
CAPITAL REALTY INVESTORS TAX EXEMPT FUND III LIMITED PARTNERSHIP
By: CRITEF III Associates Limited Partnership,
its General Partner
By: C.R.I., Inc.,
its General Partner
By:/s/ William B. Dockser
-----------------------------
William B. Dockser
Chairman of the Board
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
<PAGE>
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
<PAGE>
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: October 14, 1996
WATERMARK PARTNERS, L.P.
By: Capital Apartment Properties, Inc.,
its General Partner
By:/s/ Richard L. Kadish
-----------------------------
Richard L. Kadish
President and Chief Executive Officer
WATERMARK III PARTNERS, L.P.
By: Capital Apartment Properties, Inc.,
its General Partner
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
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Title
- ----------- -----
17(a) Commitment Letter, dated as of March 29, 1996, between CAPREIT
and CentRe Mortgage Capital L.L.C.*
17(b)(4) Report of Oppenheimer & Co., Inc. in connection with its
Fairness Opinions of March 14, 1996.*
17(b)(8) Report of Oppenheimer & Co., Inc. in connection with its
Fairness Opinions of September 20, 1996.
17(c)(3) Complaint for Breach of Fidudiary 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 Judgement of the Court and Chancery of the
State of Delaware in and for Newcastle 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.*
---------------
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 Injuncture 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(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 CARPREIT*
(d)(5) October 11, 1996 Letter to BAC Holders from the Funds
* Previously filed.
<PAGE>
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.
