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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material under Rule 14a-12 |
Capital Automotive REIT
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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The following is the text of a press release issued by Capital Automotive REIT on November 3, 2005.
Press Release
CA Acquisition REIT Amends Offer to Purchase to Increase Consent Payment and Extend Consent
Payment Deadline for Capital Automotive REIT’s 6.75% Monthly Income Notes Due 2019
MCLEAN, Va., November 16, 2005 — Capital Automotive REIT (Nasdaq: CARS) (the “Company”), the
nation’s leading specialty finance company for automotive retail real estate, today announced that
CA Acquisition Corp. has amended its previously announced cash tender offer (the “Offer”) for any
and all of the outstanding $125,000,000 aggregate principal amount of 6.75% Monthly Income Notes
Due 2019 of Capital Automotive REIT (CUSIP #139733208) (the “Notes”) and consent solicitation
regarding certain proposed amendments to the indenture governing the Notes (the “Solicitation”) to
extend the Consent Payment Deadline and to increase the Consent Payment and, accordingly, the Total
Consideration. All capitalized terms used but not defined in this press release have the meanings
assigned to them in the Offer to Purchase and Consent Solicitation Statement, dated November 2,
2005, of CA Acquisition Corp. (the “Statement”)
The Consent Payment Deadline, which was originally scheduled to be 5:00 p.m., New York City time,
on Wednesday, November 16, 2005, has been extended by CA Acquisition Corp. to 5:00 p.m., New York
City time, on Monday, November 21, 2005, unless further extended. The originally established
Expiration Time of 5:00 p.m., New York City time, on Friday, December 2, 2005, remains the same.
In addition, CA Acquisition Corp. has increased the Total Consideration. As described in the
Statement, the Total Consideration originally offered was $26.00 per $25.00 principal amount of
Notes payable to holders who validly tendered Notes and validly delivered a Consent on or before
the original Consent Payment Deadline. The originally offered Total Consideration included a
Consent Payment of $2.00 per $25.00 principal amount of Notes. CA Acquisition Corp. has increased
the Total Consideration to $26.30 per $25.00 principal amount of Notes payable to holders who
validly tender Notes and validly deliver a Consent on or before the extended Consent Payment
Deadline, and who do not validly withdraw the tendered Notes or revoke the Consent on or before the
extended Consent Payment Deadline. The Total Consideration includes an increased Consent Payment
of $2.30 per $25.00 principal amount of Notes. All other terms relating to the determination of
the Consent Payment, the Total Consideration, and the Tender Offer Consideration remain as described in
the Statement.
Holders that have previously made a valid tender of their Notes and validly delivered a Consent
also will receive the Total Consideration of $26.30 per $25.00 principal amount of Notes and are
not required to withdraw and resubmit their tender and Consent in order to receive the increased
Total Consideration or take any other action. The Company expects to pay the applicable
consideration, plus any accrued and unpaid interest, on a date promptly following the Expiration
Date on which the Company accepts Notes for payment pursuant to the Offer.
CA Acquisition Corp. has been informed that, with these amendments to the Offer, holders of a
majority in principal amount of the Notes are prepared to deliver consents and tender their Notes
in the Offer.
The Offer, which has been undertaken in connection with the previously announced merger of Capital
Automotive REIT and its operating partnership into subsidiaries of Flag Fund V, LLC (the “Merger”),
is subject to the satisfaction of certain conditions, including the consummation of the Merger and
the receipt of consents of holders representing at least a majority in principal amount of the
outstanding Notes. The Company currently expects that the Merger will close in December.
Wachovia Securities is the exclusive Dealer Manager and Solicitation Agent for the tender offer and
consent solicitation. Questions regarding the terms of the tender offer and consent solicitation
should be directed to Wachovia Securities at (704) 715-8341 or toll-free at (866) 309-6316. The
Depositary and Information Agent is Global Bondholder Services Corporation. Any questions or
requests for assistance or additional copies of documents may by directed to the Information Agent
at (212) 430-3774 or toll-free at (866) 873-5600.
This press release amends the terms of the Offer and the Solicitation as originally set forth in
the Statement and the accompanying Letter of Transmittal and Consent of November 2, 2005. No
further tender offer or consent solicitation materials will be distributed to holders of the Notes.
Except for the amendments to the terms of the Offer and the Solicitation set forth in this press
release, the terms of the Offer and the Solicitation remain as described in the Statement and the
accompanying Letter of Transmittal and Consent of November 2, 2005.
This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation
of consent with respect to any Notes. The tender offer and consent solicitation is being made
solely by reference to the Statement and the accompanying Letter of Transmittal and Consent of
November 2, 2005, as amended by this release.
About Capital Automotive
Capital Automotive, headquartered in McLean, Virginia, is a self-administered, self-managed real
estate investment trust. The Company’s primary strategy is to acquire real property and
improvements used by operators of multi-site, multi-franchised automotive dealerships
and related businesses. Additional information on Capital Automotive is available on the Company’s
website at http://www.capitalautomotive.com.
Additional Information about the Merger and Where to Find It
On November 10, 2005, the Company filed definitive proxy materials with the Securities and Exchange
Commission relating to its proposed merger with clients advised by DRA Advisors LLC. These proxy
materials and other relevant materials, including the definitive merger agreement, may be obtained
free of charge at the Securities and Exchange Commission’s website at http://www.sec.gov. In
addition, shareholders may obtain free copies of the documents that the Company files with the SEC
by accessing the Company’s website. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED ITEMS.
Shareholders are urged to read the definitive proxy statement and other relevant materials before
making any voting or investment decisions with respect to the proposed merger.
The executive officers and trustees of the Company have interests in the proposed merger, some of
which differ from, and are in addition to, those of the Company’s shareholders generally. In
addition, the Company and its executive officers and trustees may be participating or may be deemed
to be participating in the solicitation of proxies from the security holders of the Company in
connection with the proposed merger. Information about the executive officers and trustees of the
Company, their relationship with the Company and their beneficial ownership of Company securities
is set forth in the proxy materials filed with the Securities and Exchange Commission on November
10, 2005. Shareholders may obtain additional information regarding the direct and indirect
interests of the Company and its executive officers and trustees in the proposed merger by reading
the proxy materials relating to the plan of merger.
Forward-Looking Statements
Certain matters discussed within this press release are forward-looking statements within the
meaning of the federal securities laws. Although the Company believes that the expectations
reflected in the forward-looking statements are based upon reasonable assumptions, the
forward-looking statements contained in this press release are subject to risks and uncertainties,
including, but not limited to, risks that the proposed merger will not be consummated on the terms
disclosed in the merger agreement, or at all; risks resulting from the potential adverse effect on
the Company’s business and operations of the covenants the Company made in the merger agreement;
risks resulting from the decrease in the amount of time and attention that management can devote to
the Company’s business while also devoting its attention to completing the proposed merger; risks
associated with the increases in operating costs resulting from the additional expenses the Company
has incurred and will continue to incur relating to the proposed merger; risks that the Company’s
tenants will not pay rent; risks related to the mortgage loans in the Company’s portfolio, such as
the risk that borrowers will not pay the principal or interest or otherwise default, the level of
interest income generated by the mortgage loans, the market value of the mortgage loans and of the
properties securing the loans, and provisions of federal, state and local law that may delay or
limit the Company’s ability to enforce its rights against a borrower or guarantor in the event of a
default
under a loan; risks related to the
Company’s reliance on a small number of dealer groups for a significant portion of its
revenue; risks of financing, such as increases in interest rates, the Company’s ability to meet
existing financial covenants and to consummate planned and additional financings on terms that are
acceptable to the Company; risks that its growth will be limited if the Company cannot obtain
additional capital or refinance its maturing debt; risks that planned and additional real estate
investments may not be consummated; risks that competition for future real estate investments could
result in less favorable terms for the Company; risks relating to the automotive industry, such as
the ability of the Company’s tenants to compete effectively in the automotive retail industry or
operate profitably and the ability of its tenants to perform their lease obligations as a result of
changes in any manufacturer’s production, supply, vehicle financing, incentives, warranty programs,
marketing or other practices or changes in the economy generally; risks generally incident to the
ownership of real property, including adverse changes in economic conditions, changes in the
investment climate for real estate, changes in real estate taxes and other operating expenses,
adverse changes in governmental rules and fiscal policies and the relative illiquidity of real
estate; risks related to the Company’s financing of new construction and improvements;
environmental and other risks associated with the acquisition and leasing of automotive properties;
risks related to the Company’s status as a REIT for federal income tax purposes, such as the
existence of complex regulations relating to its status as a REIT, the effect of future changes in
REIT requirements as a result of new legislation and the adverse consequences of the failure to
qualify as a REIT; risks associated with the pending lawsuit against the Company and its trust
managers relating to the proposed merger and with any other lawsuits that may arise out of the
proposed merger; and those risks detailed in the Offer to Purchase and Consent Solicitation
Statement and from time to time in the Company’s SEC reports, including its Form 8-K/A filed on
March 11, 2005, its annual report on Form 10-K and its quarterly reports on Form 10-Q.
Contact Information
David S. Kay
Senior Vice President, Chief Financial Officer and Treasurer
Capital Automotive REIT
703.394.1302