-----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, GvhG5vf+ITPP0YBb23w3AEQarmHWEayVoWq2fIWR3XW775sw2bzA4nStA0NX5vyr CxRS/uWu970VFiQb/joiCA== 0000950133-98-004254.txt : 19990101 0000950133-98-004254.hdr.sgml : 19990101 ACCESSION NUMBER: 0000950133-98-004254 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981231 GROUP MEMBERS: 3400 COLUMBIA PIKE LIMITED PARTNERSHIP GROUP MEMBERS: 750 NORTH GLEBE ROAD LIMITED PARTNERSHIP GROUP MEMBERS: 8525 LEESBURG PIKE, L.P. GROUP MEMBERS: BAVELY DONALD GROUP MEMBERS: BROOKE PETERSON GROUP MEMBERS: JAMES BURNS GROUP MEMBERS: JAMES SMITH GROUP MEMBERS: JANE CAFRITZ GROUP MEMBERS: MARION ROSENTHAL GROUP MEMBERS: NANCY ROSENTHAL GROUP MEMBERS: ROBERT M. ROSENTHAL GROUP MEMBERS: ROBERT M. ROSENTHAL ANNUITY TRUST NO. 1 GROUP MEMBERS: ROBERT PATTERSON GROUP MEMBERS: ROSENTHAL AND DAUGHTERS, L.L.C. GROUP MEMBERS: RP GAITHERSBURG LIMITED PARTNERSHIP 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: 98779764 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: BAVELY DONALD CENTRAL INDEX KEY: 0001076132 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1100 SOUTH GLEBE ROAD CITY: ARLINGTON STATE: VA ZIP: 22204 BUSINESS PHONE: 7035534300 MAIL ADDRESS: STREET 1: 1100 SOUTH GLEBE ROAD CITY: ARLINGTON STATE: VA ZIP: 22204 SC 13G 1 SCHEDULE 13G 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 2 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 3 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 4 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 5 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 6 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 7 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 8 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 9 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 10 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 11 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 12 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 13 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 14 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 15 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 16 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 17 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 18 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
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 19 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: 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
Page 19 of 20 20 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
Page 20 of 20 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. 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
22 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
23 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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