As filed with the Securities and Exchange Commission on May 17, 1996
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 Identification Number)
incorporation or organization)
150 N. Wacker Drive, Suite 150
Chicago, Illinois 60606
(312) 704-9000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Michael T. Tomasz
President and Chief Executive Officer
First Industrial Realty Trust, Inc.
150 N. Wacker Drive, Suite 150
Chicago, Illinois 60606
(312) 704-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Gerald S. Tanenbaum, Esq.
Roger Andrus, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Proposed Maximum Proposed Maximum
Title of Class of Amount to Aggregate Price Aggregate Amount of
Securities to Be Registered Be Registered Per Share(1) Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 1,000,000 shares $23.5625 $23,562,500 $8,125
=======================================================================================================
<FN>
(1) Estimated solely for the purposes of computing the registration fee in
accordance with Rule 457(c) based on the average of the reported high and
low sales prices on the New York Stock Exchange on May 13, 1996.
</TABLE>
==============================================================================
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
###############################################################################
# Information contained herein is subject to completion or amendment. A #
# registration statement relating to these securities has been filed with the #
# Securities and Exchange Commission. These securities may not be sold nor may#
# offers to buy be accepted prior to the time the registration statement #
# becomes effective. This prospectus shall not constitute an offer to sell #
# or the solicitation of an offer to buy, nor shall there be any sale of #
# these securities in any state in which such offer, solicitation or sale #
# would be unlawful prior to registration or qualification under the #
# securities laws of any such state. #
###############################################################################
<PAGE>
Subject to Completion, Dated May 17, 1996
Prospectus
1,000,000 Shares
First Industrial Realty Trust, Inc.
Common Stock
This Prospectus relates to the offer and sale from time to time of up to
1,000,000 shares (the "Redemption Shares") of common stock, par value $.01 per
share (the "Common Stock") of First Industrial Realty Trust, Inc. (the
"Company") by persons ("Selling Stockholders") who may receive such shares in
exchange for units of partnership interest (the "Units") in First Industrial,
L.P. (the "Operating Partnership") acquired or to be acquired in connection with
acquisitions of properties by the Operating Partnership. See "Selling
Stockholders". The Company is the sole general partner of the Operating
Partnership. The registration of the Redemption Shares does not necessarily mean
that any of such shares will be issued by the Company or sold by the Selling
Stockholders.
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
under the symbol "FR." In order to maintain the Company's qualification as a
real estate investment trust ("REIT"), ownership by any person of the Company's
capital stock is limited, with certain exceptions, to an aggregate of 9.9% in
value of the outstanding capital stock of the Company.
FOR INFORMATION CONCERNING RISK FACTORS RELEVANT TO AN INVESTMENT IN THE
COMMON STOCK SEE "RISK FACTORS" ON PAGES 1 - 4.
The Selling Stockholders from time to time may offer and sell Redemption
Shares held by them directly or through agents or broker-dealers on terms to be
determined at the time of sale. To the extent required, the names of any agent
or broker-dealer and applicable commissions or discounts and any other required
information with respect to any particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution." Each of the
Selling Stockholders reserves the right to accept or reject, in whole or in
part, any proposed purchase of Redemption Shares to be made directly or through
agents.
The Selling Stockholders and any agents or broker-dealers that participate
with the Selling Stockholders in the distribution of Redemption Shares may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any commissions received by them and any
profit on the sale of Redemption Shares may be deemed to be underwriting
commissions or discounts under the Securities Act.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The Company will not receive any proceeds from the sale of Redemption
Shares by the Selling Stockholders. The Company will bear certain expenses of
the registration of the Redemption Shares under federal and state securities
laws. The Company will acquire additional Units in the Operating Partnership in
exchange for any Redemption Shares that the Company may issue to holders of
Units.
, 1996
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OF THE
SELLING STOCKHOLDERS. THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT
DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be examined without
charge at, and copies obtained upon payment of prescribed fees from, the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and are also available for inspection and copying at the
regional offices of the Commission located at 7 World Trade Center, New York,
New York 10048 and at 500 West Madison Street, Chicago, Illinois 60661-2511. The
Common Stock is listed on the NYSE and such material can also be inspected and
copied at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act, and the rules and regulations promulgated
thereunder, with respect to the shares of Common Stock offered pursuant to this
Prospectus. This Prospectus, which is part of the Registration Statement, does
not contain all of the information set forth in, or incorporated by reference
into, the Registration Statement and the exhibits thereto. For further
information concerning the Company and the Common Stock offered hereby,
reference is made to the Registration Statement. Any statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company (File no. 1-13102)
with the Commission are incorporated herein by reference:
(1) Annual Report on Form 10-K for the year ended December 31, 1995;
(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
1996;
(3) Current Report on Form 8-K dated April 3, 1996 as amended by Form
8-K/A No. 1 filed May 17, 1996; and
(4) the description of the Common Stock of the Company included in
the Company's Registration Statement on Form 8-A, dated June 23,
1994.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus and made a part hereof
from the date of the filing of such documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein (in the case of a previously filed
document incorporated or deemed to be incorporated by reference herein) or in
any other document subsequently filed with the Commission which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
(ii)
<PAGE>
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the information incorporated by
reference herein (not including the exhibits to the information that is
incorporated by reference herein, unless such exhibits are specifically
incorporated by reference into the information that is incorporated by reference
herein). Requests for such copies should be directed to: First Industrial Realty
Trust, Inc., Attn: Michael J. Havala, Secretary, 150 N. Wacker Drive, Suite 150,
Chicago, Illinois 60606, telephone (312) 704-9000.
(iii)
<PAGE>
TABLE OF CONTENTS
Page
Available Information............................................. (ii)
Incorporation of Certain Documents by Reference................... (ii)
The Company...................................................... 1
Risk Factors..................................................... 1
Restrictions on Transfers of Capital Stock....................... 4
Certain Federal Income Tax Considerations........................ 5
Selling Stockholders............................................. 8
Plan of Distribution............................................. 8
Experts.......................................................... 9
Legal Matters.................................................... 10
(iv)
<PAGE>
THE COMPANY
As used herein, the terms "Company" and "First Industrial" refer to First
Industrial Realty Trust, Inc. and its subsidiaries, including the Operating
Partnership, First Industrial Financing Partnership, L.P. (the "Financing
Partnership") and First Industrial Pennsylvania, L.P. (the "Pennsylvania
Partnership"), unless the context otherwise requires. Unless otherwise
indicated, all information regarding properties owned by the Company (the
"Properties") is as of March 31, 1996.
The Company is a REIT which owns, manages, acquires and develops bulk
warehouse and light industrial properties located in the central portion of the
United States with a significant midwestern presence. Markets in which the
Company currently operates include: Minneapolis/St. Paul, Minnesota; Detroit,
Michigan; Chicago, Illinois; Grand Rapids, Michigan; Atlanta, Georgia; Central
Pennsylvania; St. Louis, Missouri; Nashville, Tennessee; Des Moines, Iowa;
Milwaukee, Wisconsin; Indianapolis, Indiana and Cincinnati, Ohio. The Company
owns 314 Properties containing an aggregate of approximately 27.7 million square
feet of GLA which, as of March 31, 1996, was approximately 96% leased to more
than 800 tenants. First Industrial is a self-administered and fully integrated
industrial real estate company. The Company's executive offices are located at
150 N. Wacker Drive, Suite 150, Chicago, Illinois 60606, and its telephone
number is (312) 704-9000.
The Company conducts its operations primarily through the Operating
Partnership, of which the Company is the sole general partner and, as of
March 31, 1996, holds approximately 92.2% of the ownership interest.
The transfer agent and registrar for the Common Stock is KeyCorp
Shareholder Services, Inc. of Cleveland, Ohio.
RISK FACTORS
Prospective investors should carefully consider the following factors, in
addition to other matters set forth or incorporated in this Prospectus prior to
making an investment decision regarding the Redemption Shares offered hereby.
Common Stock Price Fluctuations and Trading Volume; Shares Available for
Future Sale
A number of factors, many of which are beyond the control of the Company,
may adversely influence the price of the Company's Common Stock in public
markets. In particular, an increase in market interest rates may lead purchasers
of Common Stock to demand a higher annual distribution rate on the price paid
for shares from distributions by the Company, which could adversely affect the
market price of the shares of Common Stock. In addition, although the Company's
Common Stock is listed on the NYSE, the daily trading volume of REITs, including
the Company, may be lower than the trading volume for certain other industries.
As a result, investors in the Company who desire to liquidate substantial
holdings at a single point in time may find that they are unable to dispose of
such shares in the market without causing a substantial decline in the market
value of such shares. Sales of a substantial number of shares of Common Stock,
or the perception that such sales could occur, also could adversely affect
prevailing market prices for shares. The Company also may issue shares of Common
Stock upon redemption of Units issued in connection with the formation of the
Company, subsequent acquisitions or options granted to employees of the Company.
No prediction can be made about the effect that any such factors will have on
the market prices of shares of Common Stock.
Real Estate Investment Considerations
General
Income from real property investments, and the Company's resulting ability
to make expected distributions to stockholders, may be adversely affected by the
general economic climate, local conditions such as oversupply
<PAGE>
or a reduction in demand in the area, the attractiveness of the properties
to tenants, tenant defaults, zoning or other regulatory restrictions,
competition from other available real estate, the ability of the Company to
provide adequate maintenance and insurance and increased operating costs
(including insurance premiums and real estate taxes). The Company's income would
also be adversely affected if tenants were unable to pay rent or the Company
were unable to rent properties on favorable terms. In addition, certain
expenditures associated with real estate investment (such as real estate taxes
and maintenance costs) generally are not reduced when circumstances cause a
reduction in income from the investment. Furthermore, real estate investments
are relatively illiquid and, therefore, will tend to limit the ability of the
Company to vary its portfolio promptly in response to changes in economic or
other conditions.
Renewal of Leases and Reletting of Space
The Company will be subject to the risks that, upon expiration of leases,
the leases may not be renewed, the space subject to such leases may not be relet
or the terms of renewal or reletting (including the cost of required
renovations) may be less favorable than expiring lease terms. If the Company
were unable promptly to renew a significant number of expiring leases or
promptly to relet the space covered by such leases, or if the rental rates upon
such renewal or reletting were significantly lower than the then current rates,
the Company's funds from operations and ability to make expected distributions
to stockholders might be adversely affected. As of March 31, 1996, leases with
respect to approximately 3.2 million, 3.7 million and 4.4 million square feet of
GLA expire between March 31, 1996 and December 31, 1996, in 1997 and in 1998,
respectively.
Potential Environmental Liability
Under various federal, state and local laws, ordinances and regulations, an
owner or operator of real estate may be liable for the costs of clean-up of
certain conditions relating to the presence of hazardous or toxic materials on,
in or emanating from the property, and any related damages to natural resources.
Such laws often impose liability without regard to whether the owner knew of, or
was responsible for, the presence of hazardous or toxic materials. The presence
of such materials, or the failure to address such conditions properly, may
adversely affect the ability to rent or sell the property or to borrow using the
property as collateral. Persons who dispose of or arrange for the disposal or
treatment of hazardous or toxic materials may also be liable for the costs of
clean-up of such materials, or for related natural resource damages, at or from
an off-site disposal or treatment facility, whether or not such facility is
owned or operated by such persons. No assurance can be given that existing
environmental assessments with respect to any of the Company's properties reveal
all environmental liabilities, that any prior owner or operator of any of the
properties did not create any material environmental condition not known to the
Company or that a material environmental condition does not otherwise exist as
to any one or more properties.
Tax Risks
Consequences of Failure to Qualify as a REIT
The Company intends to operate so as to qualify as a REIT under the
Internal Revenue Code of 1986, as amended (the "Code"). Although the Company
believes that it is organized and will operate in a manner so as to qualify as a
REIT, qualification as a REIT involves the satisfaction of numerous requirements
(some on an annual and quarterly basis) established under highly technical and
complex Code provisions of which there are only limited judicial or
administrative interpretations, and involves the determination of various
factual matters and circumstances not entirely within the Company's control. If
the Company were to fail to qualify as a REIT in any taxable year, the Company
would be subject to federal income tax (including any applicable alternative
minimum tax) on its taxable income at corporate rates and, unless entitled to
relief under certain statutory provisions, the Company also would be
disqualified from treatment as a REIT for the four taxable years that follow.
See "Certain Federal Income Tax Considerations."
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<PAGE>
Effect of Distribution Requirements
The Company could, in certain instances, have taxable income without
sufficient cash to enable the Company to meet the distribution requirements of
the REIT provisions of the Code. Accordingly, the Company could be required to
borrow funds or sell properties on adverse terms in order to meet such
distribution requirements. In addition, because the Company must distribute to
its stockholders at least 95% of its REIT taxable income each year, the
Company's ability to accumulate capital may be limited. Thus, it may be more
dependent on outside sources of financing, such as debt financing or issuances
of additional capital stock, in connection with future acquisitions. See
"Certain Federal Income Tax Considerations."
Consequences of Failure to Qualify as Partnerships
The Company expects that the partnerships in which it has interests will be
treated as partnerships for federal income tax purposes under the Code. If any
such entities fails to qualify for treatment as such under the Code, the Company
would cease to qualify as a REIT and would be subject to federal income tax
(including any alternative minimum tax) on its taxable income at corporate
rates. See "Certain Federal Income Tax Considerations."
Risks Associated with Debt Financing and Leverage
Where possible, the Company intends to continue to use leverage to increase
the rate of return on its investments and to allow the Company to make more
investments than it otherwise could. Such use of leverage presents an additional
element of risk in the event that the cash flow from the Company's properties is
insufficient to meet both debt payment obligations and the distribution
requirements of the REIT provisions of the Code.
Balloon Payments
The Company is required to make lump-sum or "balloon" payments pursuant to
the terms of certain of its indebtedness, including a $150 million
collateralized revolving credit facility (the "Acquisition Facility") under
which the Company, through the Operating Partnership and the Pennsylvania
Partnership may borrow to finance the acquisition of additional properties and
for other corporate purposes, including working capital, and a mortgage loan
under which the Financing Partnership borrowed $300 million (the "Mortgage
Loan"). The Acquisition Facility and the Mortgage Loan provide for the repayment
of principal in a lump-sum or "balloon" payment at maturity in 1997 and 1999
(subject to a two-year extension at the Financing Partnership's option, subject
to certain conditions), respectively. The Company's ability to make such
payments may depend on its ability either to refinance the Acquisition Facility
or the Mortgage Loan, respectively, or to sell properties. The Company has no
commitments to refinance the Acquisition Facility or the Mortgage Loan. The
Company's debt obligations generally will be secured, at least in part, by its
properties, and therefore such obligations will permit the lender to foreclose
on those properties in the event of a default.
No Limitation on Debt
The Company currently has a policy of maintaining a ratio of debt to total
market capitalization (i.e., total consolidated debt of the Company as a
percentage of the aggregate market value of all outstanding shares of Common
Stock, assuming the exchange of all Units for such shares, and all outstanding
shares of preferred stock, plus total consolidated debt) which generally will
not exceed 50% and a coverage ratio (computed as total revenues minus property
expenses and general and administrative expenses divided by interest expense
plus dividends on preferred stock) of at least 2.0:1. However, the
organizational documents of the Company do not contain any limitation on the
amount or percentage of indebtedness the Company may incur. Accordingly, the
Company could become more highly leveraged, resulting in an increase in debt
service that could adversely affect the Company's ability to make expected
distributions to stockholders and in an increased risk of default on its
obligations.
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<PAGE>
Rising Interest Rates
The Acquisition Facility bears interest at a floating rate. Increases in
the interest rate payable on balances outstanding under the Acquisition Facility
would have an adverse effect on the Company's cash available for distribution.
Risks Associated with Possible Conflicts of Interest
Competition from Other Business Interests of Certain Officers and Directors
Entities affiliated with or controlled by certain officers and directors of
the Company hold equity interests in industrial properties not owned by the
Company. These properties were not contributed to the Company in the various
business combinations which resulted in the formation of the Company because
they either (i) were not located in the Company's operating region at the time
of the Company's initial public offering in June 1994 (the "Initial Offering"),
(ii) were subject to contractual restrictions preventing transfer or (iii) were
subject to financing which could not be prepaid on economic terms or assumed by
the Company, or the principal amount of which exceeded the fair market value of
the related property. Some of these properties compete with properties owed by
the Company. There can be no assurance that decisions by officers and directors
of the Company will fully represent the interests of stockholders of the Company
rather than such individuals and their affiliates.
Jay H. Shidler, the Chairman of the Board of the Company, is the
Co-Chairman of the Board of TriNet Corporate Realty Trust, Inc. ("TriNet"),
another publicly-held REIT. Mr. Shidler has entered into a noncompetition
agreement with TriNet which prevents him from engaging in real estate activities
in competition with that company. TriNet acquires, owns and manages
predominantly office and industrial properties net leased to corporations
nationwide, including strategically important distribution facilities and
corporate headquarters. The Company believes that its investment policies are,
and the nature of its property acquisitions to date have been, different from
those of TriNet, and Mr. Shidler entered into an agreement with TriNet pursuant
to which TriNet acknowledged that the Company's ownership of the properties
acquired in connection with transactions related to the Initial Offering would
not, and that acquisitions by the Company subsequent to the Initial Offering of
properties with lease and tenant characteristics similar to those possessed by
the properties acquired in connection with the Initial Offering would not, cause
Mr. Shidler to be in violation of his noncompetition agreement with TriNet. The
Company is not contractually restricted from acquiring any type of properties;
however, it is possible that the Company might forego an attractive investment
opportunity if it believed that making such investment might cause Mr. Shidler
to breach his agreement TriNet. It is also possible that TriNet may compete with
the Company for investment opportunities.
Tax Consequences upon Sale of Properties or Refinancing of Debt
Certain officers and directors of the Company own Units which may be
exchanged for shares of Common Stock of the Company. Prior to the exchange of
Units for shares of Common Stock, officers and directors of the Company who own
Units may suffer different and more adverse tax consequences than the Company
upon the sale of certain of the Company's properties or the refinancing of debt
associated with those properties and, therefore, such individuals and the
Company, as partners in the Operating Partnership, may have different objectives
regarding the appropriate pricing and timing of any sale or refinancing of such
properties.
RESTRICTIONS ON TRANSFERS OF CAPITAL STOCK
For the Company to qualify as a REIT under the Code, among other things,
not more than 50% in value of its outstanding capital stock may be owned,
directly or indirectly, by five or fewer individuals (as defined in the Code to
include certain entities) during the last half of a taxable year, and such
capital stock must be beneficially owned by 100 or more persons during at least
335 days of a taxable year of 12 months or during a proportionate part of a
shorter tax year. See "Certain Federal Income Tax Considerations." To ensure
that the Company remains
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<PAGE>
a qualified REIT, the Company's Articles of Incorporation, subject to
certain exceptions, provide that no holder may own, or be deemed to own by
virtue of the attribution provisions of the Code, more than an aggregate of 9.9%
in value of the capital stock. Any transfer of capital stock or any security
convertible into capital stock that would create a direct or indirect ownership
of capital stock in excess of the ownership limit or that would result in the
disqualification of the Company as a REIT, including any transfer that results
in the capital stock being owned by fewer than 100 person or results in the
Company being "closely held" within the meaning of Section 856(h) of the Code,
shall be null and void, and the intended transferee will acquire no rights to
the capital stock. Capital stock owned or deemed to be owned, or transferred to
a stockholder in excess of the ownership limit will automatically be exchanged
for shares of Excess Stock (as defined in the Company's Articles of
Incorporation) that will be transferred, by operation of law, to the Company as
trustee of a trust for the exclusive benefit of the transferees to whom such
capital stock may be ultimately transferred without violating the ownership
limit. While the Excess Stock is held in trust, it will not be entitled to vote,
it will not be considered for purposes of any stockholder vote or the
determination of a quorum for such vote, and it will not be entitled to
participate in the accumulation or payment of dividends or other distributions.
A transferee of Excess Stock may, at any time such Excess Stock is held by the
Company in trust, designate as beneficiary of the transferee stockholder's
interest in the trust representing the Excess Stock any individual whose
ownership of the capital stock exchanged into such Excess Stock would be
permitted under the ownership limit, and may transfer such interest to such
beneficiary at a price not in excess of the price paid by the original
transferee-stockholder for the capital stock that was exchanged into Excess
Stock. Immediately upon the transfer to the permitted beneficiary, the Excess
Stock will automatically be exchanged for capital stock of the class from which
it was converted. In addition, the Company will have the right, for a period of
90 days during the time any Excess Stock is held by the Company in trust, and,
with respect to Excess Stock resulting from the attempted transfer of preferred
stock of the Company, at any time when any outstanding shares of preferred stock
of such series are being redeemed, to purchase all or any portion of the Excess
Stock from the original transferee-stockholder at the lesser of the price paid
for the capital stock by the original transferee- stockholder and the market
price (as determined in the manner set forth in the Articles of Incorporation)
of the capital stock on the date the Company exercises its options to purchase.
The 90-day period begins on the date of the violative transfer if the original
transferee-stockholder gives notice to the Company of the transfer or, if no
such notice is given, the date the Board of Directors determines that a
violative transfer has been made.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
This section is a summary of the material federal income tax matters of
general application pertaining to REITs under the Code. The discussion is based
on current law and does not purport to deal with all aspects of federal income
taxation that may be relevant to investors subject to special treatment under
the federal income tax laws, such as tax-exempt investors, dealers in securities
or foreign persons. The provisions of the Code pertaining to REITs are highly
technical and complex and sometimes involve mixed questions of fact and law. In
addition, this section does not discuss foreign, state or local taxation. The
Company has received an opinion from Cahill Gordon & Reindel as to the
conclusions of law expressed in this summary. Prospective investors should
consult their own tax advisors regarding the federal, state, local, foreign and
other tax consequences specific to them of holding and disposing of the Common
Stock.
Taxation of the Company
In the opinion of Cahill Gordon & Reindel, commencing with its taxable year
ended December 31, 1994, the Company has been organized in conformity with the
requirements for qualification as a REIT under the Code, and the Company's
method of operation will enable the Company to continue to so qualify, provided
that the Company continues to satisfy the various requirements applicable under
the Code to REITs, as described herein. Cahill Gordon & Reindel's opinion is
based on various assumptions and is conditioned upon certain representations as
to factual matters made by the Company and certain partnerships through which
the Company holds substantially all of its assets (the "Partnerships").
Moreover, such qualification and taxation as a REIT depend upon the Company's
ability to meet, through actual annual operating results, distribution levels,
diversity of stock ownership and various other qualification tests imposed under
the Code discussed below, the results of which will not be
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<PAGE>
reviewed by Cahill Gordon & Reindel. Accordingly, no assurance can be given
that the actual results of the Company's operations for any one taxable year
will satisfy such requirements.
To qualify as a REIT under the Code for a taxable year, the Company must
meet certain organizational and operational requirements, which generally
require it to be a passive investor in operating real estate and to avoid
excessive concentration of ownership of its capital stock. Generally, at least
75% of the value of the total assets of the Company at the end of each calendar
quarter must consist of real estate assets, cash or governmental securities. The
Company may not own more than 10% of the outstanding voting securities of any
corporation; shares of qualified REITs, qualified temporary investments and
shares of certain wholly owned subsidiary corporations are exempt from this
prohibition. The Company holds assets through certain wholly owned subsidiary
corporations and holds preferred stock interests in certain corporations that
provide property management services to third parties; the Company has been
advised by Cahill Gordon & Reindel, based on certain representations, that these
holdings do not violate the prohibition on ownership of voting securities. For
each taxable year, at least 75% of a REITs gross income must be derived from
specified real estate sources and 95% must be derived from such real estate
sources plus certain other permitted sources. Real estate income for purposes of
these requirements includes gain from the sale of real property not held
primarily for sale to customers in the ordinary course of business, dividends on
REIT shares, interest on loans secured by mortgages on real property, certain
rents from real property and income from foreclosure property. For rents to
qualify, they may not be based on the income or profits of any person, except
that they may be based on a percentage or percentages of gross income or
receipts, and, subject to certain limited exceptions, a REIT may not manage the
property or furnish services to tenants except through an independent contractor
which is paid an arm's-length fee and from which the REIT derives no income.
Additionally, gross income from the sale or other disposition of stock and
securities held for less than one year and of real property held for less than
four years must constitute less than 30% of the gross income for each taxable
year of a REIT.
Substantially all of the Company's assets are held through the
Partnerships. In general, in the case of a REIT that is a partner in a
partnership, applicable regulations treat the REIT as holding directly its
proportionate share of the assets of the partnership and as being entitled to
the income of the partnership attributable to such share. The Partnerships have
not requested, and they do not intend to request, a ruling from the Internal
Revenue Service (the "Service") that they will be treated as partnerships for
federal income tax purposes. Instead, Cahill Gordon & Reindel has delivered its
opinion that, based on the provisions of the partnership agreements of the
Partnerships, the Code, Treasury Regulations, administrative rulings and certain
factual assumptions and representations, the Partnerships will be classified as
partnerships for federal income tax purposes and not as associations taxable as
corporations under Section 7701 of the Code and the Treasury Regulations
thereunder. Unlike a private letter ruling, an opinion of counsel is not binding
on the Service and no assurance can be given that the Service will not challenge
the status of one or more of the Partnerships as a partnership for federal
income tax purposes. If such a challenge were sustained by a court, the relevant
Partnership would be treated as a corporation for federal income tax purposes
and the Company would not be able to satisfy the asset requirements for REIT
status, and thus would not qualify as a REIT. Moreover, the opinion of Cahill
Gordon & Reindel is based on existing law, which is, to a great extent, the
result of administrative and judicial interpretation. No assurance can be given
that administrative or judicial changes would not modify the conclusions
expressed in the opinion.
Treasury Regulations proposed on May 13, 1996 would, if adopted, allow
entities such as the Partnerships to elect to be treated as partnerships for
federal income tax purposes, provided that certain requirements are met. These
regulations, however, are not proposed to be effective until the date they are
published as final regulations in the Federal Register, and thus they are not
likely to apply to the Partnerships.
The Company must satisfy certain ownership restrictions that limit (i)
concentration of ownership of the Company's capital stock by a few individuals
and (ii) ownership by the Company of its tenants. The outstanding capital stock
of the Company must be held by at least 100 stockholders. No more than 50% in
value of the outstanding capital stock, including in some circumstances capital
stock into which outstanding securities might be converted, may be owned
actually or constructively by five or fewer individuals or certain other
entities at any time
-6-
<PAGE>
during the last half of the Company's taxable year. Accordingly, the
Company's Articles of Incorporation contain certain restrictions regarding the
transfer of Common Stock, preferred stock and any other outstanding securities
convertible into Common Stock when necessary to maintain the Company's
qualification as a REIT under the Code. However, because the Code imposes broad
attribution rules in determining constructive ownership, no assurance can be
given that the restrictions contained in the Company's Articles of Incorporation
will be effective in maintaining the Company's REIT status. See "Restrictions on
Transfers of Capital Stock."
So long as the Company qualifies for taxation as a REIT and distributes at
least 95% of its REIT taxable income (computed without regard to net capital
gain or the dividends paid deduction) for its taxable year to its stockholders
annually, the Company itself will not be subject to federal income tax on that
portion of such income distributed to stockholders. The Company will be taxed at
regular corporate rates on all income not distributed to stockholders. The
Company's policy is to distribute at least 95% of its taxable income. REITs also
may incur taxes for certain other activities or to the extent distributions do
not satisfy certain other requirements.
Failure of the Company to qualify during any taxable year as a REIT could,
unless certain relief provisions were available, have a material adverse effect
upon its stockholders. If disqualified for taxation as a REIT for a taxable
year, the Company also would be disqualified for taxation as a REIT for the next
four taxable years, unless the failure were considered to be due to reasonable
cause and not willful neglect. The Company would be subject to federal income
tax at corporate rates on all of its taxable income and would not be able to
deduct any dividends paid, which could result in a discontinuation of or
substantial reduction in dividends to stockholders. Dividends also would be
subject to the regular tax rules applicable to dividends received by
stockholders of corporations. Should the failure to qualify as a REIT be
determined to have occurred retroactively in an earlier tax year of the Company,
the imposition of a substantial federal income tax liability on the Company
attributable to any nonqualifying tax years may adversely affect the Company's
ability to pay dividends. In the event that the Company fails to meet certain
income tests applicable to REITs, it may, generally, nonetheless retain its
qualification as a REIT if it pays a 100% tax on the amount by which it failed
to meet the relevant income test so long as such failure was considered to be
due to reasonable cause and not willful neglect. Any such taxes would adversely
affect the Company's ability to pay dividends and distributions.
-7-
<PAGE>
SELLING STOCKHOLDERS
The Selling Stockholders have received or may receive Redemption Shares in
exchange for Units. The Selling Stockholders have received, or may receive in
the future, Units in the Operating Partnership in connection with the
contribution of properties, or interests therein, to the Operating Partnership.
The following table provides as of April 26, 1996 the names of and the number of
Redemption Shares offered hereby by each Selling Stockholder. As the Selling
Stockholders may sell all, some or none of their Redemption Shares, no estimate
can be made of the aggregate number of Redemption Shares that are to be offered
hereby, or the aggregate number of shares of Common Stock that will be owned by
each Selling Stockholder upon completion of the offering to which this
Prospectus relates.
The Redemption Shares offered by this Prospectus may be offered from time
to time by the Selling Stockholders named below:
<TABLE>
<CAPTION>
Number of Shares of
Common Stock and Units Number of Redemption
Name Owned Before the Offering Shares Offered Hereby
- ---- ------------------------- ---------------------
<S> <C> <C>
Farlow Road Associates Limited Partnership 2,751 2,751
Highland Associates Limited Partnership 69,039 69,039
Peter Murphy(1) 56,184 56,184
North Star Associates Limited Partnership 19,333 19,333
Arden O'Connor 63,845 63,845
Peter O'Connor 118,281 118,281
Partridge Road Associates Limited Partnership 2,751 2,751
Shadeland Associates Limited Partnership 42,976 42,976
Shadeland Corporation 4,442 4,442
Kevin Smith(2) 13,571 13,571
Jonathan Stott 182,126 182,126
Future partners in the Operating Partnership (3) (3)
- --------------------
<FN>
(1) Mr. Murphy is a Senior Regional Director of the Company.
(2) Mr. Smith is a Regional Director of the Company.
(3) 424,701 Redemption Shares may be offered pursuant to this Prospectus by
persons acquiring Units after the date of this Prospectus.
</TABLE>
PLAN OF DISTRIBUTION
This Prospectus relates to the offer and sale from time to time of
Redemption Shares if, and to the extent that, holders of Units tender such Units
for redemption. The Company is registering the Redemption Shares for sale to
provide the holders thereof with freely tradeable securities, but the
registration of such shares does not necessarily mean that any of such shares
will be issued by the Company or offered or sold by the Selling Stockholders.
The Company will not receive any proceeds from the offering by the Selling
Stockholders of Redemption Shares or from the issuance of Redemption Shares to
holders of Units upon redemption (but anticipates acquiring from such holders
the Units tendered for redemption).
-8-
<PAGE>
The Selling Stockholders may from time to time offer the Redemption Shares
in one or more transactions (which may involve block transactions) on the NYSE
or otherwise, in special offerings, exchange distributions or secondary
distributions pursuant to and in accordance with the rules of the NYSE, in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Redemption Shares (whether such options are listed on an options
exchange or otherwise), or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
The Selling Stockholders may effect such transactions by selling Redemption
Shares to or through broker- dealers or through other agents, and such
broker-dealers or agents may receive compensation in the form of commissions
from the Selling Stockholders, which will not exceed those customary in the
types of transactions involved, and/or the purchasers of Redemption Shares for
whom they may act as agent. The Selling Stockholders and any dealers or agents
that participate in the distribution of Redemption Shares may be deemed to be
"underwriters" within the meaning of the Securities Act and any profit on the
sale of Redemption Shares by them and any commissions received by any such
dealers or agents might be deemed to be underwriting commissions under the
Securities Act.
In the event of a "distribution" of the shares, Selling Stockholders, any
selling broker-dealer or agent and any "affiliated purchasers" may be subject to
Rule 10b-6 under the Exchange Act, which would prohibit, with certain
exceptions, each such person from bidding for or purchasing any security which
is the subject of such distribution until his participation in that distribution
is completed. In addition, Rule 10b-7 under the Exchange Act prohibits any
"stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing
or stabilizing the price of Common Stock in connection with this offering.
At a time a particular offer of Redemption Shares is made, a Prospectus
Supplement, if required, will be distributed that will set forth the name or
names of any dealers or agents and any commissions and other terms constituting
compensation from the Selling Stockholders and any other required information.
The Redemption Shares may be sold from time to time at varying prices determined
at the time of sale or at negotiated prices.
In order to comply with the securities laws of certain states, if
applicable, the Redemption Shares, may be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the Redemption
Shares may not be sold unless they have been registered or qualified for sale in
such state or an exemption from such registration or qualification requirement
is available and the conditions to the availability of such exemption are
complied with.
The Company may from time to time issue up to 1,000,000 Redemption Shares
upon the acquisition of the Units tendered for redemption. The Company will
acquire one Unit from a Selling Stockholder in exchange for each Redemption
Share that the Company issues in connection with these acquisitions.
Consequently, with each redemption, the Company's interest in the Operating
Partnership will increase.
Pursuant to a registration rights agreement for the benefit of certain
holders of Units, the Company has agreed to pay all expenses of effecting the
registration of 575,299 of the 1,000,000 Redemption Shares offered hereby (other
than underwriting discounts and commissions, fees and disbursements of counsel,
accountants or others representing the limited partner and transfer taxes, if
any) and has agreed to indemnify each holder of such Redemption Shares and its
officers and directors and any person who controls any holder against certain
losses, claims, damages and expenses arising under the securities laws.
EXPERTS
The financial statements and schedule incorporated by reference in this
Prospectus and elsewhere in the Registration Statement, to the extent and for
the periods indicated in their reports, have been audited by Coopers
-9-
<PAGE>
and Lybrand L.L.P., independent accountants, and are incorporated by
reference herein and therein in reliance upon the authority of said firm as
experts in giving said reports.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Cahill Gordon
& Reindel (a partnership including a professional corporation), New York, New
York. Cahill Gordon & Reindel will rely as to all matters of Maryland law on the
opinion of McGuire, Woods, Battle & Boothe, L.L.P., Baltimore, Maryland.
-10-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities registered hereby, which will be
borne by the Company:
Securities and Exchange Commission
registration fee............................. $8,125.00
NYSE fee ...................................... *
Legal fees and expenses........................ *
Blue sky fees and expenses..................... *
Accounting fees and expenses................... *
Miscellaneous.................................. *
---------
Total................................ $ *
=========
--------------------------
* To be filed by amendment.
Item 15. Indemnification of Directors and Officers.
The Company's Charter and Bylaws provide certain limitations on the
liability of the Company's Directors and officers for monetary damages to the
Company. The Charter and Bylaws obligate the Company to indemnify its Directors
and officers, and permit the Company to indemnify its employees and other
agents, against certain liabilities incurred in connection with their service in
such capacities. These provisions could reduce the legal remedies available to
the Company and its stockholders against these individuals. The provisions of
Maryland law provide for the indemnification of officers and directors of a
company under certain circumstances.
Item 16. Exhibits.
Exhibit
Number Description
- ------- -----------
5* Opinion of Cahill Gordon & Reindel, counsel to the Registrant, as
to the legality of the securities being registered, together with
the opinion of McGuire, Woods, Battle & Boothe, L.L.P.
8* Opinion of Cahill Gordon & Reindel, counsel to the Registrant, as
to certain tax matters.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Cahill Gordon & Reindel (included in Exhibit 5 and
Exhibit 8).
23.3* Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included in
Exhibit 5).
24 Powers of Attorney.
- ---------------------
* To be filed by amendment.
II-1
<PAGE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act of 1933, if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the undersigned registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 15 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses
II-2
<PAGE>
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the manner has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 17, 1996.
FIRST INDUSTRIAL REALTY TRUST, INC.
By:/s/ Michael T. Tomasz
---------------------------------
Name: Michael T. Tomasz
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Michael T. Tomasz Principal Executive May 17, 1996
- ------------------------------ Officer and Director
/s/ Michael J. Havala Principal Financial and May 17, 1996
- ------------------------------ Accounting Officer
*
- ------------------------------ Director May 17, 1996
Michael W. Brennan
*
- ------------------------------- Director May 17, 1996
Michael G. Damone
II-4
<PAGE>
Signature Title Date
*
- --------------------------- Director May 17, 1996
John L. Lesher
*
- --------------------------- Director May 17, 1996
Kevin W. Lynch
- --------------------------- Director
John E. Rau
*
--------------------------- Chairman of the Board May 17, 1996
Jay H. Shidler of Directors
*
- ----------------------------- Director May 17, 1996
Robert J. Slater
*
- ----------------------------- Director May 17, 1996
J. Steven Wilson
* By: /s/ Michael J. Havala
---------------------
(Michael J. Havala, Attorney-in-fact)
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
5* Opinion of Cahill Gordon & Reindel, counsel to
Registrant, as to the legality of the securities
being registered, together with the opinion of
McGuire, Woods, Battle & Boothe, L.L.P.
8* Opinion of Cahill Gordon & Reindel, counsel to
Registrant, as to certain tax matters.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Cahill Gordon & Reindel (included in
Exhibit 5 and Exhibit 8).
23.3* Consent of McGuire, Woods, Battle & Boothe, L.L.P.
(included in Exhibit 5).
24 Powers of Attorney.
___________________
* To be filed by amendment.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-3 of our report dated
March 15, 1996, on our audits of the consolidated financial
statements and the financial statement schedule of First Indus-
trial Realty Trust, Inc. and the combined financial statements
of the Contributing Businesses which is included in the 1995
Annual Report on Form 10-K, and 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 which is included in the Form 8-K/A No.
1 dated May 17, 1996. We also consent to the reference to our
firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
------------------------------
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
May 17, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Michael J. Havala
---------------------------
Michael J. Havala,
Principal Financial
and Accounting Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 9, 1996 /s/ Michael G. Damone
-----------------------------
Michael G. Damone,
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Kevin W. Lynch
-------------------------
Kevin W. Lynch, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Jay H. Shidler
-------------------------
Jay H. Shidler
Chairman of the Board of
Directors
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Robert J. Slater
--------------------------
Robert J. Slater, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 14, 1996 /s/ J. Steven Wilson
---------------------------
J. Steven Wilson, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 8, 1996 /s/ John Lesher
----------------------
John Lesher, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Michael W. Brennan
------------------------
Michael W. Brennan
Chief Operating Officer
and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Michael T. Tomasz
----------------------------
Michael T. Tomasz
Principal Executive Officer
and Director
