UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Capital Automotive REIT
--------------------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------------
(Title of Class of Securities)
139733-10-9
------------------------------------------------------
(CUSIP Number)
February 28, 1999
------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
| x | Rule 13d-1(b)
| | Rule 13d-1(c)
| | Rule 13d-1(d)
*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).
(Continued on following page(s))
Page 1 of 10 Pages
<PAGE>
CUSIP NO. 139733-10-9 13G/A PAGE 2 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
54-1837743
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
5 SOLE VOTING POWER
3,194,909**
NUMBER OF 6 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 3,194,909**
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,194,909**
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.90%**
12 TYPE OF REPORTING PERSON*
HC
**See Item No. 4.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 139733-10-9 13G/A PAGE 3 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FBR ASSET INVESTMENT CORPORATION
54-1873198
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
5 SOLE VOTING POWER
1,792,115
NUMBER OF 6 SHARED VOTING POWER
SHARES 1,402,794**
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,792,115
WITH
8 SHARED DISPOSITIVE POWER
1,402,794**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,194,909**
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.90%**
12 TYPE OF REPORTING PERSON*
CO
**See Item No. 4.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 139733-10-9 13G/A PAGE 4 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eric F. Billings
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 3,194,909**
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
3,194,909**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,194,909**
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.90%**
12 TYPE OF REPORTING PERSON*
IN
**See Item No. 4.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 139733-10-9 13G/A PAGE 5 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Emanuel J. Friedman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 3,194,909**
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
3,194,909**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,194,909**
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.90%**
12 TYPE OF REPORTING PERSON*
IN
**See Item No. 4.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 139733-10-9 13G/A PAGE 6 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W. Russell Ramsey
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 3,194,909**
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
3,194,909**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,194,909**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.90%**
12 TYPE OF REPORTING PERSON*
IN
**See Item no. 4.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1. (a). Name of Issuer: Capital Automotive REIT
(b). Address of Issuer's Principal Executive Offices:
1925 North Lynn Street, Suite 306
Arlington, Virginia 22209
Item 2. (a). Name of Person Filing:
Friedman, Billings, Ramsey Group, Inc.
(b). Address of Principal Business Office or, if none, Residence:
1001 19th Street North
Arlington, VA 22209-1710
Page 7 of 10 Pages
<PAGE>
Item 2. (c). Citizenship: Virginia
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 139733-10-9
Item 3. If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c.);
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C.
80a-8);
(e) [ ] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)
(F);
(g) [X] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in
section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section 240.13d-1(b)(1)
(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a). Amount beneficially owned: 3,194,909**
(b). Percent of class: 13.90%**
(c). Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 3,194,909**
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 3,194,909**
(iv) Shared power to dispose or to direct the
disposition of 0
**This filing amends the filing of October 13, 1998 to reflect a warrant
acquired by Friedman, Billings, Ramsey & Co., Inc. on February 19, 1998 to
purchase up to 1,277,794 shares of common stock. The warrant is exercisable
from February 19, 1998 until February 19, 2003. Pursuant to Rule 13d-3(d),
Friedman, Billings, Ramsey Group, Inc., FBR Asset Investment Corporation, and
Messrs. Friedman, Billings, and Ramsey may be deemed to indirectly beneficially
own the 1,277,794 shares that may be purchased pursuant to the warrant. Each of
these reporting persons disclaims beneficial ownership of such shares.
Page 8 of 10 Pages
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
FBR Asset Investment Corporation
Friedman, Billings, Ramsey & Co., Inc.
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
Friedman Billings Ramsey & Co., Inc. 3(a)
Friedman Billings Ramsey Investment Management, Inc. 3(e)
FBR Asset Investment Corporation
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Page 9 of 10 Pages
<PAGE>
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
In accordance with Rule 13d-4 of the Securities Exchange Act
of 1934, each of the persons filing this statement expressly
disclaims the beneficial ownership of the securities covered
by this statement and the filing of this report shall not be
construed as an admission by such persons that they are the
beneficial owners of such securities.
SIGNATURE
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.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated: March 15, 1999 By: /s/ Emanuel J. Friedman
---------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: March 15, 1999 FBR ASSET INVESTMENT CORPORATION
By: /s/ William R. Swanson
----------------------------------
Name: William R. Swanson
Title: Executive Vice President
Dated: March 15, 1999 /s/ Eric F. Billings
----------------------------------
Eric F. Billings
/s/ Emanuel J. Friedman
Dated: March 15, 1999 ----------------------------------
Emanuel J. Friedman
/s/ W. Russell Ramsey
Dated: March 15, 1999 ----------------------------------
W. Russell Ramsey
Page 10 of 10 Pages
EXHIBIT 1
JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.,
FBR ASSET INVESTMENT CORPORATION, ERIC F. BILLINGS, EMANUEL J. FRIEDMAN
AND W. RUSSELL RAMSEY
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange
Act of 1934 (the "Act"), only one joint statement and any amendments thereto
need to be filed whenever one or more persons are required to file such a
statement or any amendments thereto pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in writing that
such statement or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR ASSET INVESTMENT CORPORATION,
ERIC F. BILLINGS, EMANUEL J. FRIEDMAN AND W. RUSSELL RAMSEY hereby agree, in
accordance with Rule 13d-1(k) under the Act, to file a statement on
Schedule 13G relating to their ownership of Common Stock of the Issuer and do
hereby further agree that said statement shall be filed on behalf of each of
them.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated: March 15, 1999 By: /s/ Emanuel J. Friedman
---------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: March 15, 1999 FBR ASSET INVESTMENT CORPORATION
By: /s/ William R. Swanson
----------------------------------
Name: William R. Swanson
Title: Executive Vice President
Dated: March 15, 1999 /s/ Eric F. Billings
----------------------------------
Eric F. Billings
/s/ Emanuel J. Friedman
Dated: March 15, 1999 ----------------------------------
Emanuel J. Friedman
/s/ W. Russell Ramsey
Dated: March 15, 1999 ----------------------------------
W. Russell Ramsey
<PAGE>
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
In accordance with Rule 13d-4 of the Securities Exchange Act
of 1934, each of the persons filing this statement expressly
disclaims the beneficial ownership of the securities covered
by this statement and the filing of this report shall not be
construed as an admission by such persons that they are the
beneficial owners of such securities.
SIGNATURE
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.
Dated: March 15, 1999 FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
By:
------------------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: March 15, 1999 FBR ASSET INVESTMENT CORPORATION
By:
------------------------------------------
Name: William R. Swanson
Title: Executive Vice President
Dated: March 15, 1999
------------------------------------------
Eric F. Billings
Dated: March 15, 1999 ------------------------------------------
Emanuel J. Friedman
Dated: March 15, 1999 ------------------------------------------
W. Russell Ramsey
Copy Page for Original Signatures
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.,
FBR ASSET INVESTMENT CORPORATION, ERIC F. BILLINGS, EMANUEL J. FRIEDMAN
AND W. RUSSELL RAMSEY
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange
Act of 1934 (the "Act"), only one joint statement and any amendments thereto
need to be filed whenever one or more persons are required to file such a
statement or any amendments thereto pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in writing that
such statement or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR ASSET INVESTMENT CORPORATION,
ERIC F. BILLINGS, EMANUEL J. FRIEDMAN AND W. RUSSELL RAMSEY hereby agree, in
accordance with Rule 13d-1(k) under the Act, to file a statement on
Schedule 13G relating to their ownership of Common Stock of the Issuer and do
hereby further agree that said statement shall be filed on behalf of each of
them.
Dated: March 15, 1999 FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
By:
------------------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: March 15, 1999 FBR ASSET INVESTMENT CORPORATION
By:
------------------------------------------
Name: William R. Swanson
Title: Executive Vice President
Dated: March 15, 1999
------------------------------------------
Eric F. Billings
Dated: March 15, 1999 ------------------------------------------
Emanuel J. Friedman
Dated: March 15, 1999 ------------------------------------------
W. Russell Ramsey
