1 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): August 2, 2001 CAPITAL AUTOMOTIVE REIT (Exact name of registrant as specified in its charter) Maryland 000-23733 54-1870224 (State or Other Jurisdiction (Commission File Number) (IRS Employer Identification Number) of Incorporation) 1420 Spring Hill Road, Suite 525, McLean, Virginia 22102 -------------------------------------------------------------------------- ----------------- (Address of Principal Executive Offices) (Zip Code) (703) 288-3075 ------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits The exhibits listed in the following index relate to the Registration Statement on Form S-3 (No. 333-73181) of the registrant and are filed herewith for incorporation by reference in such Registration Statement. Exhibit No. Description ----------- ----------- 1.01 Underwriting Agreement dated as of August 2, 2001, among Capital Automotive REIT, Capital Automotive L.P. and Credit Suisse First Boston, as representative of the several underwriters named therein 4.01 First Amendment to Second Amended and Restated Partnership Agreement of Capital Automotive L.P. 5.01 Opinion of Shaw Pittman LLP as to the legality of the securities being registered by the registrant 8.01 Opinion of Shaw Pittman LLP regarding certain material tax issues relating to the registrant 23.01 Consent of Shaw Pittman LLP (included in its opinions filed as Exhibits 5.01 and 8.01) -2- 3 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/ David S. Kay ------------------------------------- David S. Kay Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Dated: August 3, 2001 -3- 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 1.01 Underwriting Agreement dated as of August 2, 2001, among Capital Automotive REIT, Capital Automotive L.P. and Credit Suisse First Boston, as representative of the several underwriters named therein 4.01 First Amendment to Second Amended and Restated Partnership Agreement of Capital Automotive L.P. 5.01 Opinion of Shaw Pittman LLP as to the legality of the securities being registered by the registrant 8.01 Opinion of Shaw Pittman LLP regarding certain material tax issues relating to the registrant 23.01 Consent of Shaw Pittman LLP (included in its opinions filed as Exhibits 5.01 and 8.01) -4-