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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
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 and
Capital Realty Investors Tax Exempt Fund III Limited Partnership
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(Name of Registrant as Specified in its Charter)
Dominium Tax Exempt Fund L.L.P.
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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), or 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).
/ / 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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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:
Capital Realty Investors Tax Exempt Fund Limited Partnership and
Capital Realty Investors Tax Exempt Fund III Limited Partnership
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4) Date Filed:
March 18, 1996 and September 3, 1996
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NEWS RELEASE
FOR IMMEDIATE RELEASE
From: CRI, Inc. Contact: Susan Backman
CRITEF, Series I and Series II CRI
CRITEF III 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, Minnesota 55447 212-440-9861
CRITEF GENERAL PARTNERS AND CAPREIT ANNOUNCES 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
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fair, and the additional monies now being offered to BAC Holders further
strengthen our support."
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 has also 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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DOMINIUM TAX EXEMPT FUND L.L.P.
2915 Niagara Lane
Plymouth, Minnesota 55447
November 7, 1996
RE: INCREASED MERGER CONSIDERATION
Dear Fellow BAC Holder:
We are pleased to advise you that we played an instrumental role in
negotiating a significant increase of $6,500,000 in the merger consideration now
being offered by CAPREIT to BAC Holders. We now believe that the improved
merger offer is fair and in the best interest of BAC Holders. Set forth below
is the prior price and the increased price to be paid for each BAC by each
CRITEF Fund:
Increased
Prior Price Price
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CRITEF 1 14.82 15.42
CRITEF 2 14.50 15.11
CRITEF 3 15.13 15.73
In view of the increased redemption prices WE NOW URGE ALL BAC HOLDERS TO VOTE
"FOR" THE PROPOSED CAPREIT TRANSACTIONS WITH THE CRITEF FUNDS. We will be
voting our BAC units in favor of the proposed mergers.
We thank those BAC Holders who supported us for their assistance--
together we have succeeded in securing an offer that is in the best interests of
BAC Holders. In light of CAPREIT's improved offer and the settlement of the
various disputes among the parties, we have formally withdrawn our solicitation
of proxies in opposition to the mergers.
ACCORDINGLY, WE WILL NOT VOTE ANY PROXIES WE HAVE RECEIVED. If you previously
returned to us, or Georgeson & Co. on our behalf, a BLUE (Dominium) Proxy Card,
you must vote again on the GOLD Proxy Card or the voting instruction form which
you shortly will be receiving from the CRITEF Funds or your broker, as the case
may be.
Again, we wish to thank all BAC Holders for their support and
assistance in securing an offer from CAPREIT that maximizes BAC Holder value and
urge BAC Holders to vote "FOR" each of the proposals to be voted upon at the
Special Meetings now scheduled for November 27, 1996.
Sincerely,
DOMINIUM TAX EXEMPT FUND L.L.P.
