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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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DOMINIUM TAX EXEMPT FUND L.L.P.
2915 NIAGARA LANE
PLYMOUTH, MINNESOTA 55447
THE BAC HOLDERS HAVE SPOKEN!
WILL THE GENERAL PARTNERS ACT IN YOUR INTERESTS NOW!
October 31, 1996
Dear Fellow BAC Holder:
The General Partners of the CRITEF Partnerships would like to think that you are
merely "confused." We think you have spoken up loud and clear -- AND THEY JUST
DON'T WANT TO HEAR IT. APPROXIMATELY 87% OF THE VOTES WE RECEIVED FROM YOU
THROUGH OCTOBER 29, 1996 HAVE BEEN VOTED AGAINST THE PROPOSED MERGERS.
Their response? They have postponed the meetings originally scheduled for
October 29 to November 8, 1996, since the CAPREIT merger proposals did not
receive the required approval of a majority of the BACs.
We believe BAC Holders did not approve the proposed mergers because they are
tired of their interests being ignored. We believe the message will only get
clearer: the General Partners must maximize value for all BAC Holders, large
and small.
We have been in discussions with CAPREIT concerning a possible increase in the
price offered to BAC Holders and we believe that an increase in the price being
offered is likely. We will be reviewing any proposals carefully and recommend
that you reinforce your message to the General Partners that they need to
maximize value to the BAC Holders by voting against the CAPREIT merger
proposals. If you have previously voted in favor of the mergers, now is the
time to reconsider that vote. We will keep you advised of developments.
We urge you to continue to demand -- with a vote AGAINST the CAPREIT merger
proposals -- that your General Partners consider your interests, not just their
own.
Don't be swayed by the false and misleading information put forth by the General
Partners in their latest communication to you. Don't let the General Partners
distortions and misrepresentations hide the true facts. They have had over a
month in order to obtain the requisite vote of BAC Holders to approve the
proposed merger and have been unsuccessful due to the fact that this deal does
not maximize value. The BAC Holders are clearly not supporting the transaction.
It is now time for the General Partners to take into consideration the interests
of all BAC Holders and take action to obtain the highest possible value.
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TELL THE GENERAL PARTNERS THAT YOU ARE NOT CONFUSED AND YOU ARE NOT GOING TO GO
AWAY.
TELL THEM AS MANY TIMES AS THEY NEED TO HEAR IT THAT THEY MUST CONSIDER THE
INTERESTS OF ALL BAC HOLDERS! PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE
PROXY CARD TODAY WITH A VOTE AGAINST THE CAPREIT MERGER PROPOSALS.
If you have any questions about the last-minute voting of your shares, please
call Georgeson & Company Inc., who is assisting us in our solicitation,
toll-free at 1-800-223-2064.
Sincerely
Dominium Tax Exempt Fund L.L.P.
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If your Beneficial Assignee Certificates are held in the name of a
bank or brokerage firm, only that firm can execute a proxy card on
your behalf. Please contact the person responsible for your
account and give instructions for a BLUE proxy card to be voted
AGAINST the CAPREIT Merger proposals.
If you have any questions or need assistance in the last-minute
voting of your shares, please contact the firm assisting us in the
solicitation of proxies:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: 1-800-223-2064
BANKS AND BROKERS CALL: 212-440-9800
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