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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997 OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
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Commission File Number 333-21873
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) (Zip Code)
(312) 344-4300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
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ITEM 14(a)(3) EXHIBITS
Exhibit No. Description
4.1 Indenture, dated as of May 13, 1997, between First Industrial,
L.P. (the "Operating Partnership") and First Trust National
Association, as Trustee (incorporated by reference to Exhibit
4.2 of the Form 10-Q of the Operating Partnership for the fiscal
quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1
of the Operating Partnership filed May 30, 1997, File No.
333-21873)
4.2 Supplemental Indenture No. 1, dated as of May 13, 1997, between
First Industrial, L.P. and First Trust National Association as
Trustee relating to $150 million of 7.60% Notes due 2007 and
$100 million of 7.15% Notes due 2027 (incorporated by reference
to Exhibit 4.3 of the Form 10-Q of the Operating Partnership for
the fiscal quarter ended March 31, 1997, as amended by Form
10-Q/A No. 1 of the Operating Partnership filed May 30, 1997,
File No. 333-21873)
4.3 Supplemental Indenture No. 2, dated as of May 22, 1997, between
First Industrial, L.P. and First Trust National Association as
Trustee relating to $100 million of 7 3/8% Notes due 2011
(incorporated by reference to Exhibit 4.4 of the Form 10-Q of
the Operating Partnership for the fiscal quarter ended March 31,
1997, File No. 333-21873)
4.4 Supplemental Indenture No. 3 dated October 28, 1997 between First
Industrial, L.P. and First Trust National Association providing
for the issuance of Medium-term Notes due Nine Months or more
from Date of Issue (incorporated by reference to Exhibit 4 of
Form 8-K of the Operating Partnership dated November 3, 1997, as
filed November 3, 1997, File No. 333-21873)
4.5 6.90% Medium-Term Note due 2005 in principal amount of $50
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.17 of the Annual Report on Form 10-K of
First Industrial Realty Trust, Inc. (the "Company") for the
fiscal year ended December 31, 1997, File No. 1-13102)
4.6 7.00% Medium-Term Note due 2006 in principal amount of $150
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.18 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.7 7.50% Medium-Term Note due 2017 in principal amount of $100
million issued by First Industrial, L.P. (incorporated by
reference to Exhibit 4.19 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.8 Trust Agreement, dated as of May 16, 1997, between First
Industrial, L.P. and First Bank National Association, as Trustee
(incorporated by reference to Exhibit 4.5 of the Form 10-Q of the
Operating Partnership for the fiscal quarter ended March 31,
1997, File No. 333-21873)
4.9 Unsecured Revolving Credit Agreement (the "Unsecured Revolving
Credit Agreement"), dated as of December 15, 1997, by and among
the Operating Partnership, First Industrial Realty Trust, Inc.
and The First National Bank of Chicago, Union Bank of
Switzerland, New York Branch and certain other banks
(incorporated by reference to Exhibit 4.22 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997, File No. 1-13102)
4.11 Sixth Amended and Restated Limited Partnership Agreement of
First Industrial, L.P., dated March 18, 1998 (incorporated by
reference to Exhibit 10.1 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, File No.
1-13102)
4.12 Supplemental Indenture No. 4, dated as of March 26, 1998,
between First Industrial, L.P. and First Trust National
Association as Trustee (incorporated by reference to Exhibit 4.1
of Form 8-K of the Operating Partnership, dated April 7, 1998,
File No. 333-21873)
4.13 6.5% Note due 2011 with respect to Dealer remarketable securities
(incorporated by reference to Exhibit 4.2 of Form 8-K of the
Operating Partnership, dated April 7, 1998, File No. 333-21873)
4.14 Remarketing Agreement, dated March 31, 1998, between First
Industrial, L.P. and J.P. Morgan Securities Inc. (incorporated
by reference to Exhibit 1.2 of Form 8-K of the Operating
Partnership, dated April 7, 1998, File No. 333-21873)
12.1 First Industrial, L.P. and Contributing Businesses Computation
of Ratios of Earnings to fixed charges and preferred unit
distributions (a)
21.1 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, File No. 1-13102)
23 Consent of Coopers & Lybrand L.L.P.
27.1 Financial Data Schedule of First Industrial, L.P.
27.2 Financial Data Schedule of the Other Real Estate Partnership
99 Definitive Proxy Statement of First Industrial Realty Trust,
Inc. with respect to its 1998 Annual Meeting of Stockholders
(incorporated by reference to the Company's Schedule 14A
definitive proxy statement filed April 9, 1998, File No.
1-13102).
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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, thereunto duly authorized.
FIRST INDUSTRIAL, L.P.
By: FIRST INDUSTRIAL REALTY TRUST, INC.,
as general partner
Date: April 20, 1998 By: /s/ Michael J. Havala
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Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
