<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CAPITAL AUTOMOTIVE REIT
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
139733-10-9
(CUSIP Number)
December 22, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Page 1 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
Robert M. Rosenthal
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person:
IN
Page 2 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
Marion Rosenthal
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person:
IN
Page 3 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
Brooke Peterson
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person:
IN
Page 4 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
Jane Cafritz
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person:
IN
Page 5 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
Nancy Rosenthal
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person:
IN
Page 6 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
Robert Patterson
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person:
IN
Page 7 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
Donald Bavely
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person:
IN
Page 8 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
James Burns
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person:
IN
Page 9 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
James Smith
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person:
IN
Page 10 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
3400 Columbia Pike Limited Partnership
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
Virginia
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person:
PN
Page 11 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
750 North Glebe Road Limited Partnership
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
Virginia
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person
PN
Page 12 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
8525 Leesburg Pike, L.P.
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
Virginia
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person
PN
Page 13 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
RP Gaithersburg Limited Partnership
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
Maryland
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person
PN
Page 14 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
Rosenthal and Daughters, L.L.C.
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person
OO
Page 15 of 20
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CUSIP No. 139733-10-9
1. Name of Reporting Person
Robert M. Rosenthal Annuity Trust Number One, Dated October 2, 1998
2. (a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
District of Columbia
Number of 5. Sole Voting Power: -0-
Shares
Beneficially 6. Shared Voting Power: 4,058,966
Owned
by Each 7. Sole Dispositive Power: -0-
Reporting
Person With: 8. Shared Dispositive Power: 4,058,966
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,058,966
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person
OO
Page 16 of 20
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Item 1
(a) Name of Issuer
CAPITAL AUTOMOTIVE REIT
(b) Address of Issuer's Principal Executive Offices:
1420 Spring Hill Road, Suite 525, McLean, Virginia 22102
Item 2
(a) Names of Persons Filing
Item 1 on each of Pages 2 through 16 is incorporated herein by
reference.
(b) Address of Principal Business Office or, if none, Residence
c/o Rosenthal Automotive
1100 South Glebe Road
Arlington, Virginia 22204
(c) Citizenship
Item 4 on each of Pages 2 through 16 is incorporated herein by
reference.
(d) Title of Class of Securities
Common Shares of Beneficial Interest
(e) CUSIP Number
139733-10-9
Item 3
Not Applicable
Item 4 Ownership
Items 5 through 9 and 11 on each of Pages 2 through 16 are
incorporated herein by reference.
Item 5 Ownership of Five Percent or Less of a Class
Not applicable.
Page 17 of 20
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Item 6 Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company
Not Applicable
Item 8 Identification and Classification of Members of the Group
Item 1 on each of Pages 2 through 16 is incorporated herein by reference.
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
</TABLE>
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose 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
(the "Exchange Act"), each of the persons filing this statement expressly
declares that the filing of this statement shall not be construed as an
admission that such person is, for the purposes of Section 13(d) or 13(g) of
the Exchange Act, the beneficial owner of any securities covered by this
statement. There are no contracts, arrangements, or understandings with respect
to the voting or disposition of the securities covered by this statement.
Decisions respecting the disposition and/or voting of the securities covered by
this statement reside in the respective individuals and the general partners,
managing members and trustees of the entities that are reporting persons.
However, the reporting persons are related in the following manner: Robert M.
Rosenthal and Marion Rosenthal are husband and wife; Brooke Peterson, Jane
Cafritz and Nancy Rosenthal are daughters of Robert and Marion Rosenthal;
Richard Patterson, Donald Bavely, James Burns and James Smith are employees of
business entities controlled by Robert M. Rosenthal; 3400 Columbia Pike Limited
Partnership, 750 North Glebe Road Limited Partnership, 8525 Leesburg Pike,
L.P., and RP Gaithersburg Limited Partnership are limited partnerships of which
Robert M. Rosenthal is a general partner; Rosenthal and Daughters, L.L.C. is a
limited liability company formed by Robert and Marion Rosenthal; and Robert M.
Rosenthal Annuity Trust Number One, Dated October 2, 1998 holds substantially
all of the membership interests in Rosenthal and Daughters, L.L.C. The
reporting persons' respective holdings have been aggregated solely for purposes
of making the calculations required by this statement.
Page 18 of 20
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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.
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Dated: December 31, 1998 /s/ Robert M. Rosenthal
Robert M. Rosenthal
Dated: December 31, 1998 /s/ Marion Rosenthal
Marion Rosenthal
Dated: December 31, 1998 /s/ Brooke Peterson
Brooke Peterson
Dated: December 31, 1998 /s/ Jane Cafritz
Jane Cafritz
Dated: December 31, 1998 /s/ Nancy Rosenthal
Nancy Rosenthal
Dated: December 31, 1998 /s/ Richard Patterson
Richard Patterson
Dated: December 31, 1998 /s/ Donald Bavely
Donald Bavely
Dated: December 31, 1998 /s/ James Burns
James Burns
Dated: December 31, 1998 /s/ James Smith
James Smith
</TABLE>
Page 19 of 20
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<TABLE>
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3400 Columbia Pike Limited Partnership
Dated: December 31, 1998 By: /s/ Robert M. Rosenthal
Robert M. Rosenthal
General Partner
750 North Glebe Road Limited Partnership
Dated: December 31, 1998 By: /s/ Robert M. Rosenthal
Robert M. Rosenthal
General Partner
8525 Leesburg Pike, L.P.
Dated: December 31, 1998 By: /s/ Robert M. Rosenthal
Robert M. Rosenthal
General Partner
RP Gaithersburg Limited Partnership
Dated: December 31, 1998 By: /s/ Robert M. Rosenthal
Robert M. Rosenthal
General Partner
Rosenthal and Daughters, L.L.C.
Dated: December 31, 1998 By: /s/ Alfred H. Moses
Alfred H. Moses
Manager
Robert M. Rosenthal Annuity Trust Number
One, Dated October 2, 1998
Dated: December 31, 1998 By: /s/ Donald Bavely
Donald Bavely
Trustee
</TABLE>
Page 20 of 20
<PAGE> 21
EXHIBIT 1
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT is entered into as of December 31,
1998, by and among the parties signatory hereto.
Recitals
A. In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934 (the "Exchange Act"), only one joint statement and any
amendments thereto need to be filed whether one or more persons are required to
file such a statement or any amendments thereto pursuant to Section 13(d) of
the Exchange Act with respect to the same securities, provided that said
persons agree in writing that such statement or any amendment thereto is filed
on behalf of each of them.
NOW, THEREFORE, the parties signatory hereto agree, in
accordance with Rule 13d-1(k) under the Exchange Act, to file a statement on
Form 13G relating to their ownership of securities in Capital Automotive REIT
and do hereby further agree that said statement shall be filed on behalf of
each of them.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused its authorized representative to execute this Joint Filing Agreement as
of the day and year first above written.
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Dated: December 31, 1998 /s/ Robert M. Rosenthal
Robert M. Rosenthal
Dated: December 31, 1998 /s/ Marion Rosenthal
Marion Rosenthal
Dated: December 31, 1998 /s/ Brooke Peterson
Brooke Peterson
Dated: December 31, 1998 /s/ Jane Cafritz
Jane Cafritz
Dated: December 31, 1998 /s/ Nancy Rosenthal
Nancy Rosenthal
</TABLE>
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<TABLE>
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Dated: December 31, 1998 /s/ Richard Patterson
Richard Patterson
Dated: December 31, 1998 /s/ Donald Bavely
Donald Bavely
Dated: December 31, 1998 /s/ James Burns
James Burns
Dated: December 31, 1998 /s/ James Smith
James Smith
3400 Columbia Pike Limited Partnership
Dated: December 31, 1998 By: /s/ Robert M. Rosenthal
Robert M. Rosenthal
General Partner
750 North Glebe Road Limited Partnership
Dated: December 31, 1998 By: /s/ Robert M. Rosenthal
Robert M. Rosenthal
General Partner
8525 Leesburg Pike, L.P.
Dated: December 31, 1998 By: /s/ Robert M. Rosenthal
Robert M. Rosenthal
General Partner
RP Gaithersburg Limited Partnership
Dated: December 31, 1998 By: /s/ Robert M. Rosenthal
Robert M. Rosenthal
General Partner
</TABLE>
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Rosenthal and Daughters, L.L.C.
Dated: December 31, 1998 By: /s/ Alfred H. Moses
Alfred H. Moses
Manager
Robert M. Rosenthal Annuity Trust Number
One, Dated October 2, 1998
Dated: December 31, 1998 By: /s/ Donald Bavely
Donald Bavely
Trustee
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