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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2004


CAPITAL AUTOMOTIVE REIT
(Exact name of registrant as specified in its charter)


         
Maryland
(State or other jurisdiction
of incorporation)
  000-23733
(Commission file number)
  54-1870224
(I.R.S. Employer
Identification Number)

8270 Greensboro Drive, Suite 950
McLean, Virginia 22102
(703) 288-3075

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 


 

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits

     The exhibits listed in the following index and in the separate Exhibit Index contained in this Form 8-K relate to the Registration Statement on Form S-3 (No. 333-106445) of the registrant and are filed as part of this Form 8-K for incorporation by reference into such Registration Statement.

     
Exhibit No.
  Description
1.1
  Underwriting Agreement, dated as of February 4, 2004, among Capital Automotive REIT (the “Company”), Capital Automotive L.P. and Credit Suisse First Boston LLC, as representative of the several underwriters named therein (filed herewith)
 
   
5.1
  Opinion of Shaw Pittman LLP as to the legality of the securities being registered by the registrant (filed herewith)
 
   
8.1 
  Opinion of Shaw Pittman LLP regarding certain material tax issues relating to the registrant (filed herewith)
 
   
23.1
  Consent of Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1)
 
   
23.2
  Consent of Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1)

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    CAPITAL AUTOMOTIVE REIT
    By:
Name:
Title:
  /s/ Thomas D. Eckert

Thomas D. Eckert
President and Chief Executive Officer

Dated:   February 6, 2004

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EXHIBIT INDEX

     
Exhibit No.
  Description
1.1
  Underwriting Agreement, dated as of February 4, 2004, among Capital Automotive REIT, Capital Automotive L.P. and Credit Suisse First Boston LLC, as representative of the several underwriters named therein (filed herewith)
 
   
5.1
  Opinion of Shaw Pittman LLP as to the legality of the securities being registered by the registrant (filed herewith)
 
   
8.1
  Opinion of Shaw Pittman LLP regarding certain material tax issues relating to the registrant (filed herewith)
 
   
23.1
  Consent of Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1)
 
   
23.2
  Consent of Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1)

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