-----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, W0d9ZdlZ8tp7UiyauX0xKVfKr1NcLbd5Nxg9MKNXlffSae8umUxTwauZlfYGe8Kl c0hC3ZE8FuxGXxaigI5Mjg== 0001048750-99-000038.txt : 19990316 0001048750-99-000038.hdr.sgml : 19990316 ACCESSION NUMBER: 0001048750-99-000038 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990315 GROUP MEMBERS: EMANUEL J. FRIEDMAN GROUP MEMBERS: ERIC F. BILLINGS GROUP MEMBERS: FBR ASSET INVESTMENT CORPORATION GROUP MEMBERS: FRIEDMAN BILLINGS RAMSEY GROUP INC GROUP MEMBERS: FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. GROUP MEMBERS: W. RUSSELL RAMSEY 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/A SEC ACT: SEC FILE NUMBER: 005-53681 FILM NUMBER: 99565021 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: FRIEDMAN BILLINGS RAMSEY GROUP INC CENTRAL INDEX KEY: 0001048750 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 541870350 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1001 19TH STREET N. CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7033129500 MAIL ADDRESS: STREET 1: 1001 NINETEENTH ST N CITY: ARLINGTON STATE: VA ZIP: 22209 SC 13G/A 1 SCHEDULE 13G/A FOR CAPITAL AUTOMOTIVE REIT 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 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! 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! 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! 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! 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! 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 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 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 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 EX-1 2 JOINT FILING AGREEMENT 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----