UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE G
(Amendment No. )*
Capital Automotive REIT
(Name of Issuer)
REIT
(Title of Class of Securities)
139733109
(Cusip Number)
Check the following box if a fee is being paid with this
statement.[ ] (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON:
NewSouth Capital Management, Inc.
Tax ID #: 62-1237220
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
5. SOLE VOTING POWER
1,546,760
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
1,546,760
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING
PERSON
1,546,760
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%
12. TYPE OF REPORTING PERSON*
I/A
Item 1. (a) Name of Issuer:
Capital Automotive REIT
Item 1. (b) Address of Issuer's Principal Executive
Offices:
1420 Spring Hill Rd
Suite 525
Mclean, VA 22102
Item 2. (a) Name of Person Filing:
NewSouth Capital Management, Inc.
Item 2. (b) Address of Principal Business Office:
1000 Ridgeway Loop Rd. - Suite 233
Memphis, TN 38120
Item 2. (c) Citizenship:
USA
Item 2. (d) Title of Class of Securities:
REIT
Item 2. (e) CUSIP Number:
139733109
Item 3. (e) /x/ Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
Item 4. Ownership:
(a) Amount Beneficially Owned:
1,546,760
(b) Percent of Class:
7.1%
(c) Number of Shares as to which such person has:
(i) Sole Power to vote or to direct the
vote: 1,546,760
(ii) Shared Power to vote or to direct the
vote: None
(iii) Sole Power to dispose or to direct the
disposition of: 1,546,760
(iv) Shared Power to dispose or to direct
the disposition of: None
Of the 1,546,760 shares being reported, 61,990 or .29% of
the outstanding shares of Capital Automotive REIT are
managed by NewSouth Capital Management, Inc. through a
Morgan Keegan Preferred Program ("MKPfd") whereby accounts
are placed with NewSouth for management. Although
discretionary responsibility for the accounts is with
NewSouth MKPfd retains responsibility for SEC filings
should their cumulative holdings trigger the need for 13G
reporting.
Item 5. Ownership of Five Percent or Less of a Class: N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
NewSouth Capital Management is an Investment Advisor and in
such capacity acquired the securities on behalf of it's
Advisor clients. No single client's interest relates to
more than 5% of the class.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company: N/A
Item 8. Identification and Classification of Members of
the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
After reasonable 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: 2/8/99 as of 12/31/98
Signature:____________________
Name: D. Stephen Morrow
Title: Executive Vice President
