<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM 10-K
ANNUAL REPORT PURSUANT TO THE SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER: _________
CAPITAL AUTOMOTIVE REIT
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS DECLARATION OF TRUST)
MARYLAND 54-1870224
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1420 SPRING HILL ROAD, SUITE 525, MCLEAN, VIRGINIA
(Address of principal executive offices)
22102 (703) 288-3075
(Zip Code) (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Common Shares of Beneficial Interest, $.01 par value per share
---------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes[_] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X ]
The number of Registrant's Common Shares of Beneficial Interest outstanding on
March 25, 1998 was 24,792,115. The aggregate market value of voting stock held
by non-affiliates of the Registrant, based upon the closing price of the
Registrant's Common Shares of Beneficial Interest on March 25, 1998 was
$416,669,316*.
* Excludes 2,862,151 shares deemed to be held by trustees, officers and
shareholders whose ownership exceeds ten percent of the Common Shares of
Beneficial Interest outstanding at March 25, 1998. Exclusion of shares
held by any person should not be construed to indicate that such person
possesses the power, direct or indirect, to direct or cause the direction
of the management or policies of the Registrant, or that such person is
controlled by, or under common control with, the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized this 30th day of March, 1998.
CAPITAL AUTOMOTIVE REIT
(Registrant)
By: /s/ Thomas D. Eckert
---------------------------------------------
Thomas D. Eckert
President, Chief Executive Officer and Trustee
Pursuant to the requirement of the Securities Act of 1934, this Report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Thomas D. Eckert
- ----------------------------- President, Chief Executive Officer and Trustee March 30, 1998
Thomas D. Eckert (Principal Executive Officer)
/s/ David S. Kay
- ----------------------------- Vice President and Chief Financial Officer March 30, 1998
David S. Kay (Principal Financial and Accounting Officer)
/s/ John J. Pohanka
- ----------------------------- Chairman of the Board March 30, 1998
John J. Pohanka
/s/ Robert M. Rosenthal
- ----------------------------- Trustee March 30, 1998
Robert M. Rosenthal
/s/ John E. Reilly
- ----------------------------- Trustee March 30, 1998
John E. Reilly
/s/ William E. Hoglund
- ----------------------------- Trustee March 30, 1998
William E. Hoglund
- ----------------------------- Trustee March , 1998
William R. Swanson
</TABLE>
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