Capital Automotive REIT
Ticker:CARS 1925 North Lynn Street, Suite 306
Exchange:NASDAQ-National Market Arlington, VA 22209
Industry:Financial (SIC Code 6798) (703) 469-1287

Offering Information
Type of Shares:Shares of Beneficial Interest Filing Date:11/26/97
U.S. Shares:20,000,000 Offer Date:2/12/98
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:20,000,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$1.05
Offering Amount: $300,000,000 Selling:$0.63
Expenses:$0 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Friedman, Billings, Ramsey & Co., Inc.Lead Manager (703) 312-9571

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Wilmer, Cutler & Pickering
Bank's Law Firm: Hunton & Williams
Auditor: Arthur Andersen
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
10 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 10/20/97 10/20/97
Revenue:$12.86$11.24Assets:$299.18
Net Income:$5.23$4.57Curr Assets:
EPS:$0.33$0.29Liabilities:$77.42
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$221.76
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a real estate investment trust, (REIT). The REITwas formed to invest in the real property and improvements used by Dealers located in major metropolitan areas throughout the United States. The Company is the first publicly-offered REIT formed primarily to acquire, lease back, and finance the development of, Properties for use by Dealers. The Company has entered into agreements to acquire the Initial Properties, which consist of 21 parcels of real property and related improvements. The Initial Properties are primarily located in the Washington, D.C. Metropolitan Area and Philadelphia. All of the Initial Properties are operated by four of the top 20 Dealers in the Washington, D.C. Metropolitan Area, as measured by total new vehicles sold in 1996. Dealers located on the Initial Properties sell domestic and imported luxury, family, economy and sport utility vehicles, and trucks and vans of more than 19 manufacturers, including Honda, Toyota, Lexus, Chevrolet, Saturn, Ford, Infiniti, Jaguar, Acura, Lincoln-Mercury, Mitsubishi and Nissan. The Initial Properties will be purchased from their owners, who are Affiliates of the Dealers (the "Initial Sellers" or together with any future sellers, the "Sellers") and will be leased back to the Dealers or their Affiliates (the "Initial Lessees" or together with any future lessees, the "Lessees"). The Initial Leases will be long-term triple-net leases that require the Initial Lessees to pay all operating costs of the Initial Properties.

Competition
The Company believes that it is the first publicly-offered REIT to focus primarily on consolidating the Properties used by Dealers or Related Businesses under one ownership structure. However, the Company believes that other REITs or entities could also target these types of Properties for acquisition or development financing, and some of those companies may have greater financial resources or general real estate experience than the Company. Those entities will compete with the Company in seeking Properties for acquisition and disposition or, land for development, and re-leasing of Properties to Dealers as they become available.

Business Plan
The Company's primary business strategy is to acquire a diversified portfolio of Properties used by Dealers throughout the United States, including Properties used by new motor vehicle retail dealerships, used motor vehicle retail dealerships, motor vehicle auctioneers, and service, repair or parts businesses. In addition, the Company intends to acquire undeveloped property or property being used for other purposes and make capital available to finance the development of Dealerships or Related Businesses. In each case, it is the intention of the Company to lease back the Properties to the Lessees, who will be the Dealers or their Affiliates. The Company will seek to implement its strategy by acquiring, or providing financing for the development of, Properties used by Dealers that (i) have many years of uninterrupted ownership and operation, (ii) have generated steady cash flow from the sale or lease of new or used motor vehicles, the operation of service and repair facilities, parts businesses or body shops or other motor vehicle related businesses or the arrangement of financing or credit insurance, and (iii) are located in major metropolitan areas throughout the United States. The Company believes that its acquisition and financing strategy will provide Sellers with an opportunity (i) to acquire liquidity, while maintaining ownership and control of the Dealerships or Related Businesses, (ii) to diversify their investments, (iii) to obtain funds to expand the operations of their Dealerships or Related Businesses, and (iv) to facilitate their estate planning.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of indebtedness and the purchase of the initial properties and for general corporate purposes.

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