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UNITED STATES
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) June 1, 2005

CAPITAL AUTOMOTIVE REIT

(Exact name of registrant as specified in its charter)
         
Maryland   000-23733   54-1870224
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
         
8270 Greensboro Drive, Suite 950
    
McLean, Virginia
   22102
 
(Address of principal executive offices)
   (Zip Code)

Registrant’s telephone number, including area code (703) 288-3075

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

     The exhibits listed in the following index relate to the Registration Statement on Form S-3 (No. 333-116189) of the registrant and are filed herewith for incorporation by reference into such Registration Statement.

     
Exhibit No.   Description
1.1
  Underwriting Agreement, dated June 1, 2005, among Capital Automotive REIT, Capital Automotive L.P., Credit Suisse First Boston LLC and RBC Capital Markets Corporation (filed herewith)
 
    
5.1
  Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the legality of the securities being registered by the registrant (filed herewith)
 
    
8.1
  Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding certain material tax issues relating to the registrant (filed herewith)
 
    
23.1
  Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1)
 
    
23.2
  Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1)

 

 

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:   /s/ Thomas D. Eckert    
           
  Name:   Thomas D. Eckert    
  Title:   President and Chief Executive Officer    

Dated:   June 3, 2005

 

 

EXHIBIT INDEX

     
Exhibit No.   Description
1.1
  Underwriting Agreement, dated June 1, 2005, among Capital Automotive REIT, Capital Automotive L.P., Credit Suisse First Boston LLC and RBC Capital Markets Corporation (filed herewith)
 
    
5.1
  Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the legality of the securities being registered by the registrant (filed herewith)
 
    
8.1
  Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding certain material tax issues relating to the registrant (filed herewith)
 
    
23.1
  Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1)
 
    
23.2
  Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1)