FIRST INDUSTRIAL LP
8-K, 1997-12-23
REAL ESTATE INVESTMENT TRUSTS
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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

                               __________________

                        Commission File Number 333-21873

      Date of Report (date of earliest event reported): DECEMBER 11, 1997


                             FIRST INDUSTRIAL, L.P.
             (Exact name of Registrant as specified in its Charter)



                     DELAWARE                     36-3924586
             (State or other jurisdiction of   (I.R.S. Employer
             incorporation or organization)    Identification No.)





            311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS 60606
                    (Address of principal executive offices)


                                 (312) 344-4300
              (Registrant's telephone number, including area code)









<PAGE>   2




                             ITEM 5.  OTHER EVENTS


     Since the filing of First Industrial, L.P.'s (the "Operating Partnership")
Form 8-K dated October 30, 1997, the Operating Partnership acquired 36
industrial properties and two land parcels for future development from
unrelated parties, during the period November 1, 1997 through December 22,      
1997.  The combined purchase price of the 36 industrial properties and two land
parcels acquired totaled approximately $93.7 million, excluding development
costs incurred subsequent to the acquisition of the land parcels and closing
costs incurred in conjunction with the acquisition of the industrial properties
and land parcels. The 36 industrial properties and two land parcels acquired
are described below and were funded with working capital, the issuance of
limited partnership units in the Operating Partnership (the "Units") and
borrowings under the Operating Partnership's 1996 Unsecured Acquisition
Facility.  The Operating Partnership has continued the pre-acquisition uses of
the properties.  With respect to the land parcels purchased, the Operating
Partnership intends to develop the land parcels and operate the facilities as
industrial rental property.

     In connection with the acquisition of 28 of the 36 industrial properties
acquired during the period October 31, 1997 through December 19, 1997, the
closing date of the last property acquired, the Operating Partnership completed
negotiations to acquire an additional industrial property (described below) by
January 31, 1998 which will be funded with cash, the issuance of Units and the
assumption of debt.  The Operating Partnership will continue the pre 
acquisition use of this property.

*    On November 19, 1997, the Operating Partnership purchased a 100,000 square
     foot bulk warehouse property located in Indianapolis, Indiana for
     approximately $3.3 million.  The property was purchased from Shadeland III
     Associates Limited Partnership.  Rental history commenced on August 1,
     1997.

*    On December 5, 1997, the Operating Partnership purchased three light
     industrial properties totaling 262,488 square feet located in Tempe,
     Arizona.  The aggregate purchase price for these properties was
     approximately $18.8 million.  The properties were purchased from Opus
     Estates, L.L.C.

*    On December 5, 1997, the Operating Partnership purchased a 174,854 square
     foot light industrial property located in Tempe, Arizona.  The purchase
     price for the property was approximately $7.5 million.  The property was
     purchased from Opus West, L.L.C.  Rental history has not yet commenced.

*    On December 9, 1997, the Operating Partnership purchased a 100,000 square
     foot light industrial property located in Hicksville, New York.  The
     purchase price for the property was approximately $3.2 million.  The
     property was purchased from Sulzer Metco (U.S.) Inc.  This property was
     owner occupied prior to purchase.

*    On December 11, 1997, the Operating Partnership purchased 28 light
     industrial properties totaling 919,843 square feet and two land parcels
     located in Tampa, Florida.  The purchase price for these properties and
     land parcels was approximately $47.3 million which was funded with $45.9
     million in cash and the issuance of 42,101 Units valued at $1.4 million in
     the aggregate.  The properties and land parcels were purchased from TR
     Developers, Thompson & Rubin, TRA Limited, Thompson Center II Joint
     Venture, Thompson Center Adamo, L.P., Thompson-Rubin Sunventure, Ltd.,
     D.C. Thompson, Ltd., TK Properties and Thompson Center II Joint Venture
     Land.  In connection with this acquisition, the Operating Partnership
     completed negotiations with TK-SV to acquire an additional 44,427 square
     foot light industrial property for approximately $3.2 million.  This
     property acquisition will be funded with cash, the issuance of Units and
     the assumption of debt and is scheduled to close by January 31, 1998.

*    On December 16, 1997, the Operating Partnership purchased a 215,000 square
     foot light industrial property located in Hicksville, New York.  The
     purchase price for the property was approximately $3.3 million.  The
     property was purchased from General Semiconductor, Inc.  This property was
     owner occupied prior to purchase.

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<PAGE>   3


*    On December 19, 1997, the Operating Partnership purchased a 98,052 square
     foot light industrial property located in Tempe, Arizona.  The purchase
     price for the property was approximately $10.3 million.  The property was
     purchased from Opus West Corporation.  Rental history commenced on
     November 10, 1997.



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<PAGE>   4

                   ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

   (a)  and (b). Financial Statements.

                 At this time it is impracticable to file the required
                 financial statements and pro forma financial information.  The
                 required financial statements and pro forma financial
                 information will be filed in an amendment to this report on
                 Form 8-K as soon as possible, but no later than sixty (60)
                 days from the date on which this report on Form 8-K is
                 required to be filed.


   (c).          Exhibits.

                 None.






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<PAGE>   5


                                  SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1933, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                           FIRST INDUSTRIAL, L.P.
                           BY:  FIRST INDUSTRIAL REALTY TRUST, INC.
                           Its Sole General Partner
                           
                           
December 22, 1997          By:  /s/  Michael J. Havala                       
                                --------------------------------------------
                                Michael J. Havala
                                Chief Financial Officer
                                (Principal Financial and Accounting Officer)




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