-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ux5JHWC2YwJD+TybeHsaMyQL8dwl6dQ/r/Jo3uHNpVxWEJS1zZ2ZQI70/f0noihf LOuAmuFa0ONQHp4+gYuUPQ== 0000928385-99-000066.txt : 19990114 0000928385-99-000066.hdr.sgml : 19990114 ACCESSION NUMBER: 0000928385-99-000066 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990113 GROUP MEMBERS: POHANKA GRANDCHILDREN TRUST GROUP MEMBERS: POHANKA IMPORTS, INC. GROUP MEMBERS: POHANKA JOHN J GROUP MEMBERS: POHANKA PROPERTIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL AUTOMOTIVE REIT CENTRAL INDEX KEY: 0001049316 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 541870224 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-53681 FILM NUMBER: 99505478 BUSINESS ADDRESS: STREET 1: 1925 LYNN STREET STREET 2: STE 306 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7034691288 MAIL ADDRESS: STREET 1: 1925 LYNN STREET CITY: ARLINGTON STATE: VA ZIP: 22209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POHANKA JOHN J CENTRAL INDEX KEY: 0001076672 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4601 ST BARNABAS ROAD CITY: MARLOW HEIGHTS STATE: MD ZIP: 20748 BUSINESS PHONE: 3018997800 MAIL ADDRESS: STREET 1: 4601 ST BARNABAS ROAD CITY: MARLOW HEIGHTS STATE: MD ZIP: 20748 SC 13G 1 SCHEDULE 13G 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 31, 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 8 CUSIP No. 139733-10-9 1. Name of Reporting Person John J. Pohanka 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: 0 Owned by Each 7. Sole Dispositive Power: 707,079 Reporting Person With: 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,111,430 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9): 9.1% 12. Type of Reporting Person: IN Page 2 of 8 CUSIP No. 139733-10-9 1. Name of Reporting Person Pohanka Grandchildren Trust 2. (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Maryland Number of 5. Sole Voting Power: 5,250 Shares Beneficially 6. Shared Voting Power: 0 Owned by Each 7. Sole Dispositive Power: 5,250 Reporting Person With: 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,111,430 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9): 9.1% 12. Type of Reporting Person: OO Page 3 of 8 CUSIP No. 139733-10-9 1. Name of Reporting Person Pohanka Properties, Inc. 2. (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power: 616,239 Shares Beneficially 6. Shared Voting Power: 0 Owned by Each 7. Sole Dispositive Power: 616,239 Reporting Person With: 8. Shared Dispositive Power: 774,462 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,111,430 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9): 9.1% 12. Type of Reporting Person: CO Page 4 of 8 CUSIP No. 139733-10-9 1. Name of Reporting Person Pohanka Imports, Inc. 2. (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Maryland Number of 5. Sole Voting Power: 8,400 Shares Beneficially 6. Shared Voting Power: 0 Owned by Each 7. Sole Dispositive Power: 8,400 Reporting Person With: 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,111,430 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9): 9.1% 12. Type of Reporting Person: CO Page 5 of 8 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 5 is incorporated herein by reference. (b) Address of Principal Business Office or, if none, Residence 4601 St. Barnabas Road, Marlow Heights, Maryland 20748 (c) Citizenship Item 4 on each of Pages 2 through 5 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 5 are incorporated herein by reference. Item 5 Ownership of Five Percent or Less of a Class Not applicable. Page 6 of 8 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 5 is incorporated herein by reference. 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 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 directors and officers and trustees of the entities that are reporting persons. However, the reporting persons are related in the following manner: John J. Pohanka is the president of Pohanka Properties, Inc., the president of Pohanka Imports, Inc. and the trustee of Pohanka Grandchildren Trust. The reporting persons' respective holdings have been aggregated solely for purposes of making the calculations required by this statement. Page 7 of 8 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: January 13, 1999 /s/ John J. Pohanka John J. Pohanka Dated: January 13, 1999 /s/ Pohanka Grandchildren Trust John J. Pohanka, Trustee Dated: January 13, 1999 Pohanka Properties, Inc. By: /s/ John J. Pohanka John J. Pohanka President Dated: January 13, 1999 Pohanka Imports, Inc. By: /s/ John J. Pohanka John J. Pohanka President Page 8 of 8 EX-1 2 EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT is entered into as of January 13, 1999, 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. Dated: January 13, 1999 /s/ John J. Pohanka John J. Pohanka Dated: January 13, 1999 /s/ Pohanka Grandchildren Trust John J. Pohanka, Trustee Dated: January 13, 1999 Pohanka Properties, Inc. By: /s/ John J. Pohanka John J. Pohanka President Dated: January 13, 1999 Pohanka Imports, Inc. By: /s/ John J. Pohanka John J. Pohanka President -----END PRIVACY-ENHANCED MESSAGE-----