R<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A NO. 1
Current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
-------------------
Commission File Number 1-13102
Date of Report (date of earliest event reported): March 20, 1996
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 36-3935116
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 N. WACKER DRIVE, SUITE 150, CHICAGO, ILLINOIS 60606
(Address of principal executive offices)
(312) 704-9000
(Registrant's telephone number, including area code)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 20, 1996, First Industrial Realty Trust, Inc. and its subsidiaries
(the "Company"), through two partnerships controlled by the Company, First
Industrial, L.P. (the "Operating Partnership"), of which the Company is the sole
general partner, and First Industrial Indianapolis, L.P. (the "Indianapolis
Partnership"), of which a wholly-owned subsidiary of the Company is the sole
general partner, acquired (the "Acquisition") eight bulk warehouse and 20 light
industrial properties (the "Properties") in suburban Indianapolis, IN and
Cincinnati and Columbus, OH, totaling 3,037,382 square feet of gross leasable
area. The Properties were purchased for approximately $70.5 million from
Shadeland Associates, L.P., Third Brookville Associates, L.P., Fourth Brookville
Associates, L.P., Fifth Brookville Associates, L.P., 2900 North Shadeland
Associates, L.P., Lincoln Business Center Associates, L.P., North Star
Associates, L.P., Highland Associates, L.P., Creek Road Business Park, L.P.,
Americana Parkway Associates, L.P., Shadeland Center One Associates, L.P.
(together the "First Highland Group"). Prior to the Acquisition, First Highland
Group was not affiliated with the Company, any affiliate of the Company or any
director or officer of the Company. Following the acquisition, two former
employees of First Highland Group, Peter Murphy and Kevin Smith, were appointed
by the Company to the positions of Senior Regional Director and Regional
Director, respectively. The Properties will continue to be used for bulk
warehouse and light industrial use under the existing lease terms.
In connection with the Acquisition, the Company, through the Operating
Partnership and the Indianapolis Partnership, assumed existing indebtedness
under two mortgage loans with Monumental Life Insurance Company totaling $6.4
million and PFL Life Insurance Company totaling $3.0 million (together the
"Assumed Indebtedness"), incurred new indebtedness pursuant to a mortgage loan
with CIGNA Investments, Inc. in the amount of $36.8 million (the "New
Indebtedness"), issued Operating Partnership units with an aggregate value of
$12.1 million and funded the remainder of the purchase price with cash from
working capital. The Assumed Indebtedness bears interest at 9.25%. The New
Indebtedness bears interest at 7.5%.
ITEM 5. OTHER EVENTS
The Company acquired 47 industrial properties and one land parcel for
future development during the period January 1, 1996 through April 10, 1996,
the closing date of the last property acquired. The combined purchase price
for these properties totaled approximately $127.5 million, excluding
development costs subsequent to the acquisition of the properties and costs
incurred by the Company in conjunction with the acquisition of the
properties. Of the 47 industrial properties acquired, one of the properties
was sold on April 4, 1996, to the tenant. The 28 properties acquired from
the First Highland Group were funded through the Assumed Indebtedness and New
Indebtedness, issuance of Operating Partnership Units and working capital.
The balance of the property acquisitions were funded through i) proceeds from
a public offering of 5,175,000 shares of common stock (the "1996 Equity
Offering"), or ii) borrowings under the Company's acquisition facility from a
group of banks for which First National Bank of Chicago is the agent, or iii)
another acquisition facility of the Company which was subsequently repaid
with proceeds from the 1996 Equity Offering. The Company has continued the
pre-acquisition uses of the operating properties. With respect to the
property currently under development, the Company intends to operate the
facility as industrial rental property.
- On January 11, 1996, the Company purchased a 364,000 square foot light
industrial property located in suburban Chicago, Illinois. The
purchase price for the property was approximately $5.0 million. The
property was purchased from The Pullman Company.
- On February 5, 1996, the Company purchased two light industrial
properties totaling 109,086 square feet located in suburban Chicago,
Illinois. The aggregate purchase price for the properties was
approximately $2.5 million. The properties were purchased from the
KLGG Partnership.
1
<PAGE>
- On February 15, 1996, the Company purchased a 1,040,000 square foot
bulk warehouse property located in suburban Atlanta, Georgia for
approximately $19.6 million. The property was purchased from the
Atlanta Warehouse Associates Limited Partnership.
- On February 23, 1996, the Company purchased for approximately $1.2
million approximately 11 acres in Atlanta, Georgia where a 180,000
light industrial facility is currently under construction. The land
was purchased from the Indian Brook Park Associates, Limited
Partnership.
- On February 29, 1996, the Company purchased ten light industrial
properties located in suburban Detroit, Michigan totaling 386,520
square feet. The aggregate purchase price for these properties was
approximately $12.9 million. The properties were purchased from The
Equitable Life Assurance Society of the United States. On April 4,
1996, the Company sold one of the properties for $.6 million to the
former tenant thereof.
- On March 20, 1996, the Company acquired eight bulk warehouse and 20
light industrial properties totaling 3,037,382 square feet located in
suburban Indianapolis, IN and Cincinnati and Columbus, OH. The
acquisition price for the properties was approximately $70.5 million.
The properties were purchased from the First Highland Group.
- On March 22, 1996, the Company purchased a 151,469 square foot bulk
warehouse property located in suburban Chicago, Illinois for
approximately $3.1 million. The property was purchased from WH S.
Holland Corporation.
- On April 10, 1996, the Company purchased four light industrial
properties totaling 212,293 square feet located in suburban
Minneapolis, Minnesota for approximately $12.7 million. The
properties were purchased from Ryan Construction Company of Minnesota,
Inc., Ryan Twin Lakes Limited Partnership and Ryan Properties, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b). FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION.
Historical financial information relating to the properties described under
Item 2 and Item 5 above, as well as pro forma financial information for the
Company, is included on pages 8 through 9.
(c). Exhibits.
Exhibit Number Description
10.1 * Contribution Agreement dated as of March 19, 1996.
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
* Previously filed
2
<PAGE>
INDEX TO FINANCIAL STATEMENTS
PAGE
----
FIRST HIGHLAND PROPERTIES AND THE OTHER ACQUISITION PROPERTIES
Report of Independent Accountants . . . . . . . . . . . . . . . . . . 4
Combined Historical Statements of Revenues and Certain Expenses
for the Three Months Ended March 31, 1996 and the Year Ended
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Combined Historical Statements of Revenues and Certain
Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-7
PRO FORMA FINANCIAL INFORMATION
Pro Forma Statement of Operations for the Three Months Ended
March 31, 1996. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Pro Forma Statement of Operations for the Year Ended
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Notes to Pro Forma Financial Statements . . . . . . . . . . . . . . . 10-11
3
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
First Industrial Realty Trust, Inc.
We have audited the combined historical statements of revenues and certain
expenses of First Highland Properties and the Other Acquisition Properties as
described in Note 1 for the year ended December 31, 1995. These financial
statements are the responsibility of First Highland Properties' and the Other
Acquisition Properties' management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
The accompanying combined historical statements of revenues and certain
expenses were prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K/A No. 1 of First Industrial Realty Trust, Inc. and are not intended to be a
complete presentation of First Highland Properties' and the Other Acquisition
Properties' revenues and expenses.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the revenues and certain expenses of the First
Highland Properties and the Other Acquisition Properties for the year ended
December 31, 1995 in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
May 13, 1996
4
<PAGE>
FIRST HIGHLAND PROPERTIES AND THE
OTHER ACQUISITION PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31, 1996 (UNAUDITED)
------------------------------
OTHER
FIRST HIGHLAND ACQUISITION
PROPERTIES PROPERTIES
--------------- -------------
<S> <C> <C>
Revenues:
Rental Income. . . . . . . . . . . . . . . . $ 2,201 $ 1,928
Tenant Recoveries and Other Income . . . . . 182 410
--------------- -------------
Total Revenues . . . . . . . . . . . . . . 2,383 2,338
--------------- -------------
Expenses:
Real Estate Taxes. . . . . . . . . . . . . . 213 340
Repairs and Maintenance. . . . . . . . . . . 134 57
Property Management. . . . . . . . . . . . . 86 43
Utilities. . . . . . . . . . . . . . . . . . 189 85
Insurance. . . . . . . . . . . . . . . . . . 28 14
Other. . . . . . . . . . . . . . . . . . . . -- --
--------------- -------------
Total Expenses . . . . . . . . . . . . . . 650 539
--------------- -------------
Revenues in Excess of Certain Expenses. . . . $ 1,733 $ 1,799
--------------- -------------
--------------- -------------
FOR THE YEAR ENDED
DECEMBER 31, 1995
------------------------------
OTHER
FIRST HIGHLAND ACQUISITION
PROPERTIES PROPERTIES
--------------- -------------
<S> <C> <C>
Revenues:
Rental Income. . . . . . . . . . . . . . . . $ 8,366 $ 6,089
Tenant Recoveries and Other Income . . . . . 1,144 1,088
--------------- -------------
Total Revenues . . . . . . . . . . . . . . 9,510 7,177
--------------- -------------
Expenses:
Real Estate Taxes. . . . . . . . . . . . . . 911 1,463
Repairs and Maintenance. . . . . . . . . . . 587 317
Property Management. . . . . . . . . . . . . 459 236
Utilities. . . . . . . . . . . . . . . . . . 810 241
Insurance. . . . . . . . . . . . . . . . . . 117 112
Other. . . . . . . . . . . . . . . . . . . . -- 82
--------------- -------------
Total Expenses . . . . . . . . . . . . . . 2,884 2,451
--------------- -------------
Revenues in Excess of Certain Expenses. . . . $ 6,626 $ 4,726
--------------- -------------
--------------- -------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
FIRST HIGHLAND PROPERTIES AND THE
OTHER ACQUISITION PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
1. BASIS OF PRESENTATION.
The Combined Historical Statements of Revenues and Certain Expenses (the
"Statements") combine the results of operations of 46 properties acquired by
First Industrial Realty Trust, Inc. (the "Company") during the period January 1,
1996 through April 10, 1996 the closing date of the last property acquired (the
"Acquisition Properties"). Of the 46 acquired properties, 28 were acquired on
March 20, 1996 (the "First Highland Properties") for an aggregate acquisition
price of approximately $70.5 million. The remaining 18 properties (the "Other
Acquisition Properties") were acquired for an aggregate purchase price of
approximately $55.8 million.
<TABLE>
<CAPTION>
# of Square Date Date Rental
Metropolitan Area Properties Feet Acquired History Commenced
----------------- ---------- ---- -------- -----------------
(Unaudited)
<S> <C> <C> <C> <C>
FIRST HIGHLAND PROPERTIES
-------------------------
ACQUISITIONS:
Indianapolis, IN 24 2,029,453 March 20, 1996 (a)
Cincinnati, OH 3 951,080 March 20, 1996 January 1, 1995
Columbus, OH 1 56,849 March 20, 1996 January 1, 1995
---------- ----------
28 3,037,382
---------- ----------
OTHER ACQUISITION PROPERTIES
ACQUISITIONS:
Chicago, IL 1 364,000 January 11, 1996 January 1, 1995
Chicago, IL 2 109,086 February 5, 1996 January 1, 1995
Atlanta, GA 1 1,040,000 February 15, 1996 January 1, 1995
Detroit, MI 9 386,520 February 29, 1996 January 1, 1995
Chicago, IL 1 151,469 March 22, 1996 January 1, 1995
Minneapolis, MN 4 212,293 April 10, 1996 (b)
---------- ----------
18 2,263,368
---------- ----------
</TABLE>
- -------------------------------------------------
(a) Rental history commenced on January 1, 1995 for 21 of the buildings.
Rental history for the remaining three buildings, totaling 146,500 square
feet, commenced in November 1995 when these buildings were placed in
service.
(b) Rental history commenced for a 47,735 and 30,476 square foot building on
January 1, 1995. Construction of a 74,300 and 59,782 square foot building
was completed in July and September, 1995, respectively.
The unaudited Combined Historical Statements of Revenues and Certain
Expenses for the three month period ended March 31, 1996 reflects, in the
opinion of management, all adjustments necessary for a fair presentation of the
interim statement. All such adjustments are of a normal and recurring nature.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
The Statements exclude certain expenses such as interest, depreciation and
amortization, professional fees, and other costs not directly related to the
future operations of the Acquisition Properties that may not be comparable to
the expenses expected to be incurred in their proposed future operations.
Management is not aware of any material factors relating to these properties
which would cause the reported financial information not to be necessarily
indicative of future operating results.
6
<PAGE>
FIRST HIGHLAND PROPERTIES AND THE
OTHER ACQUISITION PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
REVENUE AND EXPENSE RECOGNITION
The Statements have been prepared on the accrual basis of accounting.
Rental income is recorded when due from tenants. The effects of scheduled
rent increases and rental concessions, if any, are recognized on a straight-line
basis over the term of the tenant's lease.
3. FUTURE RENTAL REVENUES
The Acquisition Properties are leased to tenants under net and semi-net
operating leases. Minimum lease payments receivable, excluding tenant
reimbursement of expenses, under noncancelable operating leases in effect as of
December 31, 1995 are approximately as follows:
<TABLE>
<CAPTION>
First Other
Highland Acquisition
Properties Properties
------------ ------------
<S> <C> <C>
1996 $ 8,300 $ 7,157
1997 6,830 6,875
1998 5,652 6,001
1999 4,247 5,260
2000 2,397 2,753
Thereafter 4,369 7,652
------------ ------------
Total $ 31,795 $ 35,698
------------ ------------
------------ ------------
</TABLE>
7
<PAGE>
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Other
Pro Forma Acquisition
First First Adjustments Other Properties First
Industrial Highland First Acquisition and Other Industrial
Realty Properties Highland Properties Pro Forma Realty
Trust, Inc. (Historical) Properties (Historical) Adjustments Trust, Inc.
(Historical) Note 2(a) Note 2(b) Subtotal Note 2(c) Note 2(d) Pro Forma
----------- ------------ ----------- -------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Rental Income . . . . . . . . . .$ 23,126 $ 1,915 $ --- $ 25,041 $ 1,029 $ --- $ 26,070
Tenant Recoveries and
Other Income. . . . . . . . . . 7,519 182 --- 7,701 218 --- 7,919
----------- ----------- ----------- ----------- ---------- ---------- ----------
Total Revenues . . . . . . . . 30,645 2,097 --- 32,742 1,247 --- 33,989
----------- ----------- ----------- ----------- ---------- ---------- ----------
EXPENSES:
Real Estate Taxes . . . . . . . . 5,146 213 --- 5,359 237 --- 5,596
Repairs and Maintenance . . . . . 1,419 134 --- 1,553 45 --- 1,598
Property Management . . . . . . . 1,059 86 --- 1,145 40 --- 1,185
Utilities . . . . . . . . . . . . 871 189 --- 1,060 21 --- 1,081
Insurance . . . . . . . . . . . . 201 28 --- 229 14 --- 243
Other . . . . . . . . . . . . . . 268 --- --- 268 --- --- 268
General and Administrative. . . . 934 --- --- 934 --- --- 934
Interest Expense. . . . . . . . . 6,638 --- 785 7,423 --- (114) 7,309
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs . . . . 775 --- --- 775 --- --- 775
Depreciation and Other
Amortization . . . . . . . . . . 6,348 --- 250 6,598 --- 140 6,738
----------- ----------- ----------- ----------- ---------- ---------- ----------
Total Expenses. . . . . . . . . 23,659 650 1,035 25,344 357 26 25,727
----------- ----------- ----------- ----------- ---------- ---------- ----------
Income Before Minority Interest
and Extraordinary Loss. . . . . . 6,986 1,447 (1,035) 7,398 890 (26) 8,262
Income Allocated to Minority
Interest. . . . . . . . . . . . . (404) (113) 81 (436) (70) (74) (580)
----------- ----------- ----------- ----------- ---------- ---------- ----------
Income Before Extraordinary
Loss. . . . . . . . . . . . . . . 6,582 1,334 (954) 6,962 820 (100) 7,682
----------- ----------- ----------- ----------- ---------- ---------- ----------
Extraordinary Loss . . . . . . . . (821) --- --- (821) --- --- (821)
----------- ----------- ----------- ----------- ---------- ---------- ----------
Net Income . . . . . . . . . . . . 5,761 $ 1,334 $ (954) $ 6,141 $ 820 $ (100) $ 6,861
----------- ----------- ----------- ---------- ----------
----------- ----------- ----------- ---------- ----------
Preferred Stock Dividends. . . . . (980) (980)
----------- ----------
Net Income Available to
Common Shareholders . . . . . . . $ 4,781 $ 5,881
----------- ----------
----------- ----------
Net Income Per Weighted
Average Common Share
Outstanding (22,305,642
as of March 31, 1996) . . . . . . $ 0.21
-----------
-----------
Pro Forma Net Income
Per Weighted Average
Common Share Outstanding
(24,131,480 as of
March 31, 1996 pro forma) . . . . $ 0.24
----------
----------
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statement.
8
<PAGE>
FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Other
Pro Forma Acquisition
First First Adjustments Other Properties First
Industrial Highland First Acquisition and Other Industrial
Realty Properties Highland Properties Pro Forma Realty
Trust, Inc. (Historical) Properties (Historical) Adjustments Trust, Inc.
(Historical) Note 2(a) Note 2(b) Subtotal Note 2(c) Note 2(d) Pro Forma
----------- ------------ ----------- -------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Rental Income . . . . . . . . . .$ 83,522 $ 8,366 $ --- $ 91,888 $ 6,089 $ --- $ 97,977
Tenant Recoveries and
Other Income. . . . . . . . . . 22,964 1,144 --- 24,108 1,088 --- 25,196
----------- ----------- ----------- ----------- ---------- ---------- ----------
Total Revenues . . . . . . . . 106,486 9,510 --- 115,996 7,177 --- 123,173
----------- ----------- ----------- ----------- ---------- ---------- ----------
EXPENSES:
Real Estate Taxes . . . . . . . . 16,998 911 --- 17,909 1,463 --- 19,372
Repairs and Maintenance . . . . . 3,872 587 --- 4,459 317 --- 4,776
Property Management . . . . . . . 3,539 459 --- 3,998 236 --- 4,234
Utilities . . . . . . . . . . . . 2,060 810 --- 2,870 241 --- 3,111
Insurance . . . . . . . . . . . . 903 117 --- 1,020 112 --- 1,132
Other . . . . . . . . . . . . . . 930 --- --- 930 82 --- 1,012
General and Administrative. . . . 3,135 --- --- 3,135 --- --- 3,135
Interest Expense. . . . . . . . . 28,591 --- 3,627 32,218 --- (3,431) 28,787
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs . . . . 4,438 --- --- 4,438 --- --- 4,438
Depreciation and Other
Amortization . . . . . . . . . . 22,264 --- 1,499 23,763 --- 1,175 24,938
Disposition of Interest Rate
Protection Agreement . . . . . . 6,410 --- --- 6,410 --- --- 6,410
----------- ----------- ----------- ----------- ---------- ---------- ----------
Total Expenses. . . . . . . . . 93,140 2,884 5,126 101,150 2,451 (2,256) 101,345
----------- ----------- ----------- ----------- ---------- ---------- ----------
Income Before Minority
Interest. . . . . . . . . . . . . 13,346 6,626 (5,126) 14,846 4,726 2,256 21,828
Income Allocated to
Minority Interest . . . . . . . . (997) (517) 400 (1,114) (369) (220) (1,703)
----------- ----------- ----------- ----------- ---------- ---------- ----------
Net Income . . . . . . . . . . . . 12,349 $ 6,109 $ (4,726) $ 13,732 $ 4,357 $ 2,036 $ 20,125
----------- ----------- ----------- ---------- ----------
----------- ----------- ----------- ---------- ----------
Preferred Stock Dividends. . . . . (468) (468)
----------- ----------
Net Income Available to
Common Shareholders . . . . . . .$ 11,881 $ 19,657
----------- ----------
----------- ----------
Net Income Per Weighted
Average Common Share
Outstanding (18,889,013 as of
December 31, 1995). . . . . . . . $ 0.63
-----------
-----------
Pro Forma Net Income Per
Weighted Average Common
Share Outstanding
(24,064,013 as of
December 31, 1995, pro forma) . . $ 0.82
----------
----------
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statement.
9
<PAGE>
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION.
First Industrial Realty Trust, Inc. (the "Company") was organized in the
state of Maryland on August 10, 1993. The Company is a real estate investment
trust ("REIT") as defined in the Internal Revenue Code. On February 2, 1996, the
Company completed a stock offering of 5,175,000 shares (inclusive of the
underwriters overallotment option) of $.01 par value common stock (the "1996
Equity Offering").
The accompanying unaudited pro forma financial statements have been
prepared based upon certain pro forma adjustments to the historical financial
statements of the Company. The pro forma statements of operations for the three
months ended March 31, 1996 and for the year ended December 31, 1995 have been
prepared as if the properties acquired subsequent to December 31, 1995 (the
"Acquisition Properties") had been acquired on either January 1, 1995 or the
lease commencement date if the property was developed and as if the 1996 Equity
Offering had been completed January 1, 1995.
The unaudited pro forma financial statements are not necessarily indicative
of what the Company's results of operations would have been for the three months
ended March 31, 1996 or for the year ended December 31, 1995, had the
Acquisition Properties been acquired as described above, nor do they purport to
present the future results of operations of the Company.
2. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS.
(a) The historical operations reflect the operations of the 28 properties
(the "First Highland Properties") for the period January 1, 1996
through the acquisition date March 20, 1996.
(b) In connection with the First Highland Properties acquisition, the
Company assumed two mortgage loans totaling $9.4 million (the "Assumed
Indebtedness") and also entered into a new mortgage loan in the
amount of $36.8 million (the "New Indebtedness"). The interest
expense adjustment reflects interest on the Assumed Indebtedness
and the New Indebtedness as if such indebtedness was outstanding
beginning January 1, 1996.
The depreciation and amortization adjustment reflects the charge for
the First Highland Properties acquired on March 20, 1996 for the
period from January 1, 1996 to the acquisition date.
Income allocated to minority interest reflects income attributable to
Units in First Industrial, L.P. (the "Operating Partnership") owned by
Unitholders other than the Company. Income allocated to minority
interest has been adjusted to reflect the income from Units issued in
connection with the First Highland Properties acquisition as if such
units had been issued January 1, 1996 and to reflect the earlier
completion of the 1996 Equity Offering.
(c) The historical operations reflect the operations of the remaining 18
properties acquired (the "Other Acquisition Properties") between
January 1, 1996 and April 10, 1996, the closing date of the last
property acquired, for the period beginning on January 1, 1996 through
their respective acquisition dates.
10
<PAGE>
FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(d) The interest expense adjustment reflects an increase in the
acquisition facility borrowings (at the 30-day London Interbank
Offered Rate ("LIBOR") plus 2%) for the assumed earlier purchase of
the Other Acquisition Properties offset by the related interest
savings related to the assumed repayment of $59.4 million of
acquisition facility borrowings on January 1, 1996 from the proceeds
of the 1996 Equity Offering.
The depreciation and amortization adjustment reflects the charge for
the Other Acquisition Properties for the period from January 1, 1996
to their respective acquisition dates.
Income allocated to minority interest reflects income attributable to
Units in the Operating Partnership owned by Unitholders other than the
Company. The minority interest adjustment reflects a 7.8% minority
interest throughout the first quarter of 1996 resulting from the
assumed issuance as of January 1, 1996 of Units in connection with
the acquisition of the First Highland Properties and of Company
common stock in the 1996 Equity Offering.
(e) The historical operations reflect the operations for the year ended
December 31, 1995 of the First Highland Properties as if the
properties had been acquired on January 1, 1995, except for properties
which were developed for which operations are included beginning on
the lease commencement date.
(f) The interest expense adjustment reflects interest on the Assumed
Indebtedness and the New Indebtedness as if such indebtedness was
outstanding beginning January 1, 1995.
The depreciation and amortization adjustment reflects the charge for
the First Highland Properties as if the acquisition had occurred on
January 1, 1995.
Income allocated to minority interest reflects income attributable to
Units in the Operating Partnership owned by Unitholders other than the
Company. Income allocated to minority interest has been adjusted to
reflect income allocated to Units issued in connection with the First
Highland Properties acquisition as if the Units and the common stock
from the 1996 Equity Offering were issued January 1, 1995.
(g) The historical operations reflect the operations of the Other
Acquisition Properties as if the properties had been acquired at
January 1, 1995, except for properties which were developed for which
operations are included beginning on the lease commencement date.
(h) The interest rate adjustment reflects an increase in the acquisition
facility borrowings (at LIBOR plus 2%) for the assumed earlier
purchase of the Other Acquisition Properties offset by the related
interest savings related to the assumed repayment of $59.4
million of acquisition facility borrowings on January 1, 1995 from
the proceeds of the 1996 Equity Offering.
The depreciation and amortization adjustment reflects the charge for
the Other Acquisition Properties as if the acquisitions had occured on
January 1, 1995.
Income allocated to minority interest reflects income attributable to
Units in the Operationg Partnership owned by Unitholders other than
the Company. The minority interest adjustment reflects a 7.8%
minority interest throughout 1995 resulting from the assumed
issuance as of January 1, 1995 of Units in connection with the
acquisition of the First Highland Properties and of Company common
stock in the 1996 Equity Offering.
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SIGNATURE
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 REALTY TRUST, INC.
May 17, 1996 By: /s/ Michael J. Havala
-----------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 * Contribution Agreement dated as of March 19, 1996.
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
* Previously filed.
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<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Form 8-K/A No. 1 dated May 17, 1996 and
the incorporation by reference into the Registrant's two previously filed
Registration Statements on Form S-3 (File Nos. 33-80829 and 33-95190,
respectively), and the Registrant's previously filed Registration Statement on
Form S-8 (File No. 33-95188) of our report dated May 13, 1996, on our audits of
the combined historical statements of revenues and certain expenses of First
Highland Properties and the Other Acquisition Properties.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
May 17, 1996
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