FIRST INDUSTRIAL REALTY TRUST INC, 8-K/A, 1998-06-16

FIRST INDUSTRIAL REALTY TRUST INC
8-K/A, 1998-06-16
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1

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): APRIL 6, 1998

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.)

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

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

<PAGE> 2

ITEM 5. OTHER EVENTS

First Industrial Realty Trust, Inc. (together with its Subsidiaries, the
"Company") acquired 163 industrial properties and seven land parcels for future
development from unrelated parties and four industrial properties from a related
party during the period January 1, 1998 through April 16, 1998. The combined
purchase price of the 167 industrial properties and seven land parcels acquired
totaled approximately $363.9 million, excluding development costs incurred
subsequent to the acquisition of the land parcels and closing costs incurred in
conjunction with the acquisition of the industrial properties and land parcels.
The 167 industrial properties and seven land parcels acquired are described
below and were funded with working capital, the issuance of limited partnership
units in First Industrial, L.P. (the "Units"), the issuance of $.01 par value
preferred stock, the assumption of secured debt, borrowings under the Company's
$300 million unsecured revolving credit facility and the issuance of other
unsecured debt. The Company will operate the facilities as industrial rental
property. With respect to the land parcels purchased, the Company intends to
develop the land parcels and operate the facilities as industrial rental
property.

- - On January 9, 1998, the Company purchased a 53,500 square foot light
industrial property located in Franklin Park, Illinois. The purchase price
for the property was approximately $1.2 million. The property was purchased
from Chicago Trust Company, successor Trustee to Chicago Title and Trust
Company, as trustee u/t/a dated November 18, 1982, Trust No. 10-82791, The
Sam Cohn Testamentary Trust, Jerrold V. Cohen and Leslie S. Cohn.

- - On January 12, 1998, the Company purchased five light industrial properties
and one bulk warehouse property totaling 353,048 square feet located in
West Chicago, Illinois. The aggregate purchase price for these properties
was approximately $12.0 million. The properties were purchased from Westech
Business Centers, Inc. and Wegner Land and Development Corporation.

- - On January 15, 1998, the Company purchased four light industrial properties
totaling 318,013 square feet in Minneapolis, Minnesota. The aggregate
purchase price for these properties was approximately $11.2 million. The
properties were purchased from Advent Realty Limited Partnership II.

- - On January 16, 1998, the Company purchased a 288,000 square foot bulk
warehouse property located in Bolingbrook, Illinois for approximately $10.4
million. The property was purchased from Bardale Company.

- - On January 27, 1998, the Company purchased nine light industrial properties
totaling 183,772 square feet and a land parcel located in West Valley City,
Utah. The aggregate purchase price for these properties and land parcel was
approximately $15.2 million. The properties and land parcel were purchased
from Stancop Associates Joint Venture, a Utah joint venture.

- - On January 30, 1998, the Company purchased three light industrial
properties and one bulk warehouse property totaling 309,386 square feet
located in Chicago, Illinois. The aggregate purchase price for these
properties was approximately $7.9 million which was funded with $7.7
million in cash and the issuance of 5,772 Units valued at $.2 million. The
properties were purchased from Western Suburban Industrial Investments
Limited Partnership ("Western"). The sole general partner of Western,
having a 5% interest, was Tomasz/Shidler Investment Corporation, the sole
shareholders of which were a Director and a Director/Officer of the Company
who also had a 53% and 32% limited partnership interest in Western,
respectively. Further, an additional Director/Officer and an Officer of the
Company were limited partners in Western having interests of 2% and .5%,
respectively.

- - On January 30, 1998, the Company purchased ten light industrial properties
totaling 448,186 square feet located in Denver, Colorado. The aggregate
purchase price for these properties was approximately $16.9 million which
was funded with $16.5 million in cash and the issuance of 10,961 Units
valued at $.4 million. The properties were purchased from RPM Investments,
Inc. as accommodator for the Denver Gardens Company, L.L.C. and Myrna R.
Debilak, 3150 Corporation as qualified intermediary for Stan Lucas, 3811
Joliet, L.L.P., a Colorado limited liability partnership, Lewis-Joliet,
L.L.P. and Pacifica Joliet Industrial, L.L.C., a Colorado limited liability
corporation, Equity Industrial, L.P., a Nevada limited partnership and
Equity Industrial- California, L.P., a Colorado limited partnership. This
acquisition was the final phase of the Pacifica Acquisition Properties
transaction. Information

1
<PAGE> 3

related to this acquisition and audited financial statements were provided
in Form 8-K/A No.2 dated December 11, 1997, as filed on February 26, 1998.

- - On February 2, 1998, the Company purchased a land parcel located in Taylor,
Michigan for approximately $.8 million. The land parcel was purchased from
Virginia Holding Corporation, a Virginia corporation.

- - On February 5, 1998, the Company purchased a land parcel located in Orion,
Michigan for approximately $1.3 million. The land parcel was purchased from
Ms. Beverly J. Ohngren.

- - On February 11, 1998, the Company purchased a 69,220 square foot light
industrial property located in Springboro, Ohio. The purchase price for the
property was approximately $2.0 million. The property was purchased from
Alcoa Building Products, Inc. Rental history had not commenced as of the
date of purchase.

- - On March 3, 1998, the Company purchased a 42,700 square foot light
industrial property located in Garden City, New York. The purchase price
for the property was approximately $2.0 million. The property was purchased
from Klinger Scientific Corporation.

- - On March 4, 1998, the Company purchased a light industrial property
totaling 181,950 square feet and a land parcel located in Noblesville,
Indiana. The aggregate purchase price for the property and land parcel was
approximately $2.9 million. The property and land parcel were purchased
from Alliant Foodservice, Inc. The property was owner occupied prior to
purchase.

- - On March 10, 1998, the Company purchased a land parcel located in Conyers,
Georgia for approximately $.7 million. The land parcel was purchased from
Atlanta East (Delaware), L.L.C.

- - On March 12, 1998, the Company purchased two light industrial properties
totaling 75,200 square feet located in Grand Rapids, Michigan. The
aggregate purchase price for these properties was approximately $2.5
million which was funded with $1.1 million in cash and the issuance of
37,674 Units valued at $1.4 million. The properties were purchased from
Robert J. Powers.

- - On March 12, 1998, the Company purchased 16 light industrial properties
totaling 534,360 square feet and a land parcel located in Exton,
Pennsylvania. The aggregate purchase price for these properties and land
parcel was approximately $22.7 million. The properties and land parcel were
purchased from Pickering Acquisitions Associates, a Pennsylvania general
partnership.

- - On March 17, 1998, the Company purchased a 200,000 square foot bulk
warehouse property located in Chicago, Illinois for approximately $4.9
million. The property was purchased from Lake Moor Investments, Inc.

- - On March 18, 1998, the Company purchased two light industrial properties
totaling 217,612 square feet located in Columbus, Ohio. The aggregate
purchase price for these properties was approximately $5.1 million. The
properties were purchased from Northwest Equity Partners, a Texas general
partnership.

- - On March 23, 1998, the Company purchased a 60,000 square foot light
industrial property located in Farmingdale, New York. The purchase price
for the property was approximately $2.2 million. The property was purchased
from Mr. Jerry Williams. The property was owner occupied prior to purchase.

- - On March 24, 1998, the Company purchased a 66,132 square foot light
industrial property located in Sterling Heights, Michigan. The purchase
price for the property was approximately $3.1 million. The property was
purchased from Jado V L.L.C. The property was owner occupied prior to
purchase.

- - On March 25, 1998, the Company purchased seven light industrial properties
totaling 382,063 square feet located in Detroit, Michigan. The aggregate
purchase price for these properties was approximately $17.2 million. The
properties were purchased from Pioneer Acquisition Realty Trust, Dynamic
Associates, L.P., a Michigan limited partnership, Stephenson Highway Realty
Trust, Pioneer Acquisition Realty Trust and Aero-Mand Limited Partnership.

2
<PAGE> 4

- - On March 27, 1998, the Company purchased a 123,808 square foot bulk
warehouse property located in Smyrna, Georgia for approximately $5.0
million. The property was purchased from Highlands Summit Business Center,
L.L.C. The property was owner occupied prior to purchase.

- - On March 27, 1998, the Company purchased a land parcel located in
Minneapolis, Minnesota for approximately $1.9 million. The land parcel was
purchased from Valley Green Business Park Limited Partnership.

- - On March 31, 1998, the Company purchased a 423,230 square foot bulk
warehouse property located in Coloma, Michigan for approximately $9.1
million. The property was purchased from Agrilink Foods, Inc. The property
was owner occupied prior to purchase.

- - On April 1, 1998, the Company purchased three light industrial properties
totaling 75,350 square feet located in Des Moines, Iowa. The aggregate
purchase price for these properties was approximately $2.3 million. The
properties were purchased from Mr. Jeffrey N. Downing, Mr. Dale K. Humiston
and Mr. Leon R. Shearer.

- - On April 1, 1998, the Company purchased a 99,600 square foot light
industrial property located in Hauppauge, New York. The purchase price for
the property was approximately $6.2 million which was funded with $4.0
million in cash and the issuance of 61,604 Units valued at $2.2 million.
The property was purchased from Mall Drive Associates, a New York limited
partnership.

- - On April 1, 1998, the Company purchased a 325,000 square foot bulk
warehouse property located in Garden City, New York for approximately $14.5
million. The property was purchased from Di Giorgio Corporation.

- - On April 1, 1998, the Company purchased 11 light industrial properties
totaling 525,800 square feet located in Hartford, Connecticut. The
aggregate purchase price for these properties was approximately $15.5
million. The properties were purchased from the Illinois Teachers
Retirement Pension Fund.

- - On April 3, 1998, the Company purchased 39 light industrial properties
totaling 857,108 square feet located in Detroit, Michigan. The aggregate
purchase price for these properties was approximately $64.1 million which
was funded with $40.1 million in cash and the issuance of 691,060 Units
valued at $24.0 million. The properties were purchased from Shamie-Pomeroy.

- - On April 6, 1998, the Company purchased 25 light industrial properties and
three bulk warehouse properties totaling 1,531,338 square feet located in
Cherry Hill, New Jersey. The aggregate purchase price for these properties
was approximately $51.0 million. The properties were purchased from Cherry
Hill Industrial Sites, Inc.

- - On April 9, 1998, the Company purchased a 284,135 square foot bulk
warehouse property located in Chicago, Illinois for approximately $4.1
million. The property was purchased from United Warehousing Company.

- - On April 14, 1998, the Company purchased a 103,257 square foot bulk
warehouse property located in Englewood, Colorado for approximately $6.1
million. The property was purchased from Spiral, Inc. Rental history
commenced on January 1, 1998.

- - On April 16, 1998, the Company purchased a 300,300 square foot bulk
warehouse property located in Columbus, Ohio for approximately $4.5
million. The property was purchased from Lockbourne Fidelco Partnership, an
Ohio general partnership.

- - On April 16, 1998, the Company purchased ten light industrial properties
and one bulk warehouse property totaling 840,229 square feet located in
Baltimore, Maryland. The aggregate purchase price for these properties was
approximately $37.4 million which was funded with $33.3 million in cash,
the assumption of $2.5 million of debt and the issuance of 44,776 Units
valued at $1.6 million. The properties were purchased from P.F. Obrecht and
Son.

<PAGE> 5

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements:

Combined Historical Statements of Revenues and Certain Expenses
for the 1998 Acquisition A Properties - Unaudited.

Combined Historical Statements of Revenues and Certain Expenses
for the 1998 Acquisition I Properties and Notes thereto with
Independent Accountant's report dated April 23, 1998.

(b) Pro Forma Financial Information:

Pro Forma Balance Sheet as of March 31, 1998.

Pro Forma Statement of Operations for the Three Months Ended
March 31, 1998.

Pro Forma Statement of Operations for the Year Ended December 31,
1997.

Exhibits Number Description
- --------------- -----------
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants

<PAGE> 6

INDEX TO FINANCIAL STATEMENTS

PAGE
----
<S> <C>
1998 ACQUISITION A PROPERTIES

Combined Historical Statements of Revenues and Certain Expenses for the
1998 Acquisition A Properties for the Three Months Ended March 31, 1998
and the Year Ended December 31, 1997-Unaudited................................. 6

1998 ACQUISITION I PROPERTIES

Report of Independent Accountants.............................................. 7

Combined Historical Statements of Revenues and Certain Expenses for the
1998 Acquisition I Properties for the Three Months Ended March 31, 1998
(Unaudited) and for the Year Ended December 31, 1997........................... 8

Notes to Combined Historical Statements of Revenues and Certain Expenses....... 9-10

PRO FORMA FINANCIAL INFORMATION

Pro Forma Balance Sheet as of March 31, 1998................................. 11

Pro Forma Statement of Operations for the Three Months Ended March 31, 1998.. 12

Notes to Pro Forma Financial Statements...................................... 13-15

Pro Forma Statement of Operations for the Year Ended December 31, 1997....... 16

Notes to Pro Forma Financial Statement....................................... 17-20
</TABLE>

5
<PAGE> 7

1998 ACQUISITION A PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

The Combined Historical Statements of Revenues and Certain Expenses as
shown below, present the summarized results of operations of 34 of 167
properties (of which 163 properties were acquired from unrelated parties and
four properties were acquired from a related party) during the period January
1, 1998 through April 16, 1998 (collectively, the "1998 Acquisition A
Properties") by First Industrial Realty Trust, Inc. (together with its
Subsidiaries, the "Company"). The Combined Historical Statement of Revenues and
Certain Expenses for the Three Months Ended March 31, 1998 includes operations
only for the periods for which the properties were not owned by the Company.
These statements are exclusive of 127 properties (the "1998 Acquisition I
Properties") acquired by the Company which have been audited and are included
elsewhere in this Form 8-K/A No. 1, additional parcels of land for future
development, five properties occupied by the previous owner prior to
acquisition and one property in which rental history had not commenced prior to
the date of purchase.

The 1998 Acquisition A Properties were acquired for an aggregate purchase
price of approximately $99.8 million and have an aggregate gross leaseable area
of 3,140,239 square feet. A description of each property is included in Item 5.

FOR THE THREE FOR THE
MONTHS ENDED YEAR ENDED
MARCH 31, 1998 DECEMBER 31, 1997
(UNAUDITED) (UNAUDITED)
---------------------- ----------------------
<S> <C> <C>
Revenues:
Rental Income................................... $ 1,206 $ 6,906
Tenant Recoveries and Other Income.............. 576 2,927
---------------------- ----------------------
Total Revenues............................. 1,782 9,833
---------------------- ----------------------

Expenses:
Real Estate Taxes............................... 548 2,887
Repairs and Maintenance......................... 42 352
Property Management............................. 27 200
Utilities....................................... 3 95
Insurance....................................... 13 64
Other........................................... 4 26
--------------------- ----------------------
Total Expenses........................... 637 3,624
---------------------- ----------------------

Revenues in Excess of Certain Expenses............ $ 1,145 $ 6,209
====================== ======================
</TABLE>

6
<PAGE> 8

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
First Industrial Realty Trust, Inc.

We have audited the accompanying combined historical statement of revenues
and certain expenses of the 1998 Acquisition I Properties as described in Note 1
for the year ended December 31, 1997. This financial statement is the
responsibility of the 1998 Acquisition I Properties' management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.

The accompanying combined historical statement of revenues and certain
expenses was 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 dated April 6, 1998 of First Industrial Realty Trust, Inc. and is
not intended to be a complete presentation of the 1998 Acquisition I Properties'
revenues and expenses.

In our opinion, the financial statement referred to above presents fairly,
in all material respects, the revenues and certain expenses of the 1998
Acquisition I Properties for the year ended December 31, 1997 in conformity with
generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Chicago, Illinois
April 23, 1998

7
<PAGE> 9

1998 ACQUISITION I PROPERTIES
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

FOR THE THREE
MONTHS ENDED FOR THE
MARCH 31, 1998 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1997
---------------------- ----------------------
<S> <C> <C>
Revenues:
Rental Income................................... $ 6,830 $ 24,862
Tenant Recoveries and Other Income.............. 1,234 4,136
---------------------- ----------------------
Total Revenues............................. 8,064 28,998
---------------------- ----------------------

Expenses:
Real Estate Taxes............................... 1,088 3,963
Repairs and Maintenance......................... 592 2,152
Property Management............................. 294 861
Utilities....................................... 166 531
Insurance....................................... 61 252
Other........................................... 63 97
---------------------- ----------------------
Total Expenses............................ 2,264 7,856
---------------------- ----------------------

Revenues in Excess of Certain Expenses......... $ 5,800 $ 21,142
====================== ======================
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE> 10
1998 ACQUISITION I 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") combined the results of operations of 127 properties acquired by
First Industrial Realty Trust, Inc. and its Subsidiaries (the "Company") during
the period January 1, 1998 through April 16, 1998 (the "1998 Acquisition I
Properties").

The 1998 Acquisition I Properties were acquired for an aggregate purchase
price of approximately $231.1 million.

SQUARE
# OF FEET DATE DATE RENTAL
METROPOLITAN AREA PROPERTIES (UNAUDITED) ACQUIRED HISTORY COMMENCED
----------------- ------------ -------------------------- -------- -----------------
<S> <C> <C> <C> <C>
West Chicago, IL 6 353,048 January 12, 1998 January 1, 1997
(a) West Valley City, UT 9 183,772 January 27, 1998 January 1, 1997
(a) Exton, PA 16 534,360 March 12, 1998 January 1, 1997
Detroit, MI 7 382,063 March 25, 1998 January 1, 1997
Hartford, CT 11 525,800 April 1, 1998 January 1, 1997
Detroit, MI 39 857,108 April 3, 1998 January 1, 1997
Cherry Hill, NJ 28 1,531,338 April 6, 1998 January 1, 1997
Baltimore, MD 11 840,229 April 16, 1998 January 1, 1997
------------ --------------------------
127 5,207,718
============ ==========================
</TABLE>

- --------------------------------------------------------------------------------

(a) Exclusive of land parcel purchased

The unaudited Combined Historical Statement of Revenues and Certain
Expenses for the three months ended March 31, 1998 includes the operations only
for those periods for which the properties were not owned by the Company and
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 1998 Acquisition I 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.

In order to conform with generally accepted accounting principles,
management, in preparation of the Statements, is required to make estimates and
assumptions that affect the reported amounts of revenues and certain expenses
during the reporting period. Actual results could differ from these estimates.

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.

<PAGE> 11

1998 ACQUISITION I PROPERTIES
NOTES TO COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)

3. FUTURE RENTAL REVENUES

The 1998 Acquisition I 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, 1997 are approximately as follows:

1998
Acquisition I
Properties
-----------------

<S> <C> <C>
1998 $ 22,433
1999 16,906
2000 12,128
2001 8,150
2002 4,661
Thereafter 12,786
=================
Total $ 77,064
=================

</TABLE>

<PAGE> 12

FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA BALANCE SHEET
AS OF MARCH 31, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1998 1998
First Industrial Acquisition Acquisition
Realty Trust, A(1) I(1)
Inc. Properties Properties
(Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c)
---------------- -------------- -------------

<S> <C> <C> <C>
ASSETS
Assets:
Investment in Real Estate:

Land ................................................................ $ 327,242 $ 5,627 $ 25,198
Buildings and Improvements .......................................... 1,773,519 31,886 142,791
Furniture, Fixtures and Equipment ................................... 1,437 -- --
Construction in Progress ............................................ 70,452 -- --
Less: Accumulated Depreciation ..................................... (131,452) -- --
------------- ------------- -------------
Net Investment in Real Estate ................................... 2,041,198 37,513 167,989

Cash and Cash Equivalents .............................................. 8,360 (35,372) (139,853)
Restricted Cash ........................................................ 18,048 -- --
Tenant Accounts Receivable, Net ........................................ 8,226 -- --
Deferred Rent Receivable ............................................... 11,017 -- --
Deferred Financing Costs, Net .......................................... 9,615 -- --
Prepaid Expenses and Other Assets, Net ................................. 58,228 -- --
------------- ------------- -------------
Total Assets ........................................ $ 2,154,692 $ 2,141 $ 28,136
============= ============= =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable ................................................. $ 100,721 $ -- $ 2,525
Senior Unsecured Debt, Net ............................................. 748,763 -- --
Acquisition Facilities Payable ......................................... 17,800 -- --
Accounts Payable and Accrued Expenses .................................. 50,010 -- --
Rents Received in Advance and Security Deposits ........................ 16,451 -- --
Dividends/Distributions Payable ........................................ 22,709 -- --
------------- ------------- -------------
Total Liabilities ............................................... 956,454 -- 2,525
------------- ------------- -------------

Minority Interest ......................................................... 150,456 2,141 25,611
Commitments and Contingencies ............................................. -- -- --

Stockholders Equity:
Preferred Stock ($.01 per value, 10,000,000 shares
authorized, 1,650,000, 40,000, 20,000, 50,000 and 30,000
shares of Series A,B,C,D and E Cumulative Preferred Stock,
respectively, issued and outstanding at March 31, 1998
having a liquidation preference of $25 per share
($41,250), $2,500 per share ($100,000), $2,500 per share
($50,000), $2,500 per share ($125,000), and $2,500 per
share ($75,000), respectively) .......................................... 18 -- --
Common Stock ($.01 par value, 100,000,000
shares authorized, 36,603,489 shares issued
and outstanding at March 31, 1998) .................................... 366 -- --
Additional Paid-in-Capital ................................................ 1,132,374 -- --
Distributions in Excess of Accumulated
Earnings ................................................................ (79,842) -- --
Unamortized Value of Restricted Stock
Grants ................................................................. (5,134) -- --
------------- ------------- -------------
Total Stockholders' Equity ...................................... 1,047,782 -- --
------------- ------------- -------------
Total Liabilities and Stockholders' Equity ..................... $ 2,154,692 $ 2,141 $ 28,136
============= ============= =============

First
Industrial
Pro Forma Realty Trust
Adjustments Inc.
Note 2 (d) Pro Forma
------------- --------------

<S> <C> <C>
ASSETS
Assets:
Investment in Real Estate:

Land ................................................................ $ -- $ 358,067
Buildings and Improvements .......................................... -- 1,948,196
Furniture, Fixtures and Equipment ................................... -- 1,437
Construction in Progress ............................................ -- 70,452
Less: Accumulated Depreciation ..................................... -- (131,452)
------------- -------------
Net Investment in Real Estate ................................... -- 2,246,700

Cash and Cash Equivalents .............................................. 166,865 --
Restricted Cash ........................................................ -- 18,048
Tenant Accounts Receivable, Net ........................................ -- 8,226
Deferred Rent Receivable ............................................... -- 11,017
Deferred Financing Costs, Net .......................................... -- 9,615
Prepaid Expenses and Other Assets, Net ................................. -- 58,228
------------- -------------
Total Assets ........................................ $ 166,865 $ 2,351,834
============= =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage Loans Payable ................................................. $ -- $ 103,246
Senior Unsecured Debt, Net ............................................. -- 748,763
Acquisition Facilities Payable ......................................... 166,865 184,665
Accounts Payable and Accrued Expenses .................................. -- 50,010
Rents Received in Advance and Security Deposits ........................ -- 16,451
Dividends/Distributions Payable ........................................ -- 22,709
------------- -------------
Total Liabilities ............................................... 166,865 1,125,844
------------- -------------

Minority Interest ......................................................... -- 178,208
Commitments and Contingencies ............................................. -- --

Stockholders Equity:
Preferred Stock ($.01 per value, 10,000,000 shares
authorized, 1,650,000, 40,000, 20,000, 50,000 and 30,000
shares of Series A,B,C,D and E Cumulative Preferred Stock,
respectively, issued and outstanding at March 31, 1998
having a liquidation preference of $25 per share
($41,250), $2,500 per share ($100,000), $2,500 per share
($50,000), $2,500 per share ($125,000), and $2,500 per
share ($75,000), respectively) .......................................... -- 18
Common Stock ($.01 par value, 100,000,000
shares authorized, 36,603,489 shares issued
and outstanding at March 31, 1998) .................................... -- 366
Additional Paid-in-Capital ................................................ -- 1,132,374
Distributions in Excess of Accumulated
Earnings ................................................................ -- (79,842)
Unamortized Value of Restricted Stock
Grants ................................................................. -- (5,134)
------------- -------------
Total Stockholders' Equity ...................................... -- 1,047,782
------------- -------------
Total Liabilities and Stockholders' Equity ..................... $ 166,865 $ 2,351,834
============= =============
</TABLE>

The accompanying notes are an integral part of the pro forma financial
statement.

<PAGE> 13

FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

1998 1998
First Industrial Acquisition Acquisition First
Realty A I Industrial
Trust, Inc. Properties Properties Pro Forma Realty Trust
(Historical) (Historical) (Historical) Adjustments Inc.
Note 3 (a) Note 3 (b) Note 3 (c) Note 3 (d) Pro Forma
---------------- -------------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C>

REVENUES:
Rental Income................ $61,881 $1,206 $6,830 $ --- $69,917
Tenant Recoveries and Other
Income..................... 14,333 576 1,234 --- 16,143
------- ------ ------ ----------- -------
Total Revenues......... 76,214 1,782 8,064 --- 86,060
------- ------ ------ ----------- -------

EXPENSES:
Real Estate Taxes............ 12,389 548 1,088 --- 14,025
Repairs and Maintenance...... 3,392 42 592 --- 4,026
Property Management.......... 2,909 27 294 --- 3,230
Utilities.................... 2,263 3 166 --- 2,432
Insurance.................... 212 13 61 --- 286
Other........................ 930 4 63 --- 997
General and Administrative... 2,634 --- --- --- 2,634
Interest..................... 14,761 --- --- 2,514 17,275
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs... 177 --- --- --- 177
Depreciation and Other
Amortization............... 13,719 --- --- 1,483 15,202
------- ------ ------ ----------- -------
Total expenses......... 53,386 637 2,264 3,997 60,284
------- ------ ------ ----------- -------

Income Before Gain on Sales of
Real Estate and Minority
Interest................... 22,828 1,145 5,800 (3,997) 25,776
Gain on Sales of Real
Estate..................... 2,360 --- --- --- 2,360
------- ------ ------ ----------- -------
Income Before Minority
Interest................... 25,188 1,145 5,800 (3,997) 28,136
Income Allocated to Minority
Interest.................. (2,657) --- --- (429) (3,086)
------- ------ ------ ----------- -------

Net Income.................. 22,531 1,145 5,800 (4,426) 25,050
Less: Preferred Stock
Dividends ................ (5,978) --- --- (2,234) (8,212)
======= ====== ====== =========== =======
Net Income Available to Common
Stockholders.............. $16,553 $1,145 $5,800 $ (6,660) $16,838
======= ====== ====== =========== =======
Net Income Available to Common
Stockholders Per Weighted
Average Common Share Outstanding:
Basic (36,525,832 for
March 31, 1998)...... $ .45
=======
Diluted (36,900,009 for
March 31, 1998)...... $ .45
=======
Pro Forma Net Income Available
to Common Stockholders Per
Weighted Average Common Share
Outstanding:
Basic (36,525,832 for
March 31, 1998, pro
forma)............... $ .46
Diluted (36,900,009 =======
March 31, 1998,
pro forma)........... $ .46
=======

</TABLE>

The accompanying notes are an integral part of the pro forma financial
statement.

<PAGE> 14

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION.

First Industrial Realty Trust, Inc. (together with its Subsidiaries, 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.

The accompanying unaudited pro forma balance sheet and unaudited pro forma
statement of operations for the Company reflect the historical financial
position of the Company as of March 31, 1998, the historical operations of the
Company for the period January 1, 1998 through March 31, 1998, the acquisition
of 34 properties (the "1998 Acquisition A Properties") and 127 properties (the
"1998 Acquisition I Properties") during the period January 1, 1998 through April
16, 1998.

The accompanying unaudited pro forma balance sheet as of March 31, 1998 has
been prepared based upon certain pro forma adjustments to the historical March
31, 1998 balance sheet of the Company. The unaudited pro forma balance sheet as
of March 31, 1998 has been prepared as if the properties acquired subsequent to
March 31, 1998 had been acquired on March 31, 1998 and the assumption of $2.5
million of secured debt had occurred on March 31, 1998.

The accompanying unaudited pro forma statement of operations for the three
months ended March 31, 1998 has been prepared based upon certain pro forma
adjustments to the historical March 31, 1998 statement of operations of the
Company. The unaudited pro forma statement of operations for the three months
ended March 31, 1998 has been prepared as if the properties acquired subsequent
to December 31, 1997 had been acquired on either January 1, 1997 or the lease
commencement date if the property was developed. In addition, the unaudited pro
forma statement of operations is prepared as if the assumption of $2.5 million
of secured debt, the issuance on March 31, 1998 of $100 million of unsecured
debt bearing interest at 6.50% which matures on April 5, 2011 (the "2011 Drs."),
the issuance on February 4, 1998 of 50,000 shares of 7.95%, $.01 par value,
Series D Cumulative Preferred Stock (the "Series D Preferred Stock Offering")
and the issuance on March 18, 1998 of 30,000 shares of 7.90%, $.01 par value,
Series E Cumulative Preferred Stock (the "Series E Preferred Stock Offering")
had been completed on January 1, 1997.

The unaudited pro forma balance sheet is not necessarily indicative of what
the Company's financial position would have been as of March 31, 1998 had the
transactions been consummated as described above, nor does it purport to present
the future financial position of the Company. The unaudited pro forma statement
of operations is not necessarily indicative of what the Company's results of
operations would have been for the three months ended March 31, 1998 had the
transactions been consummated as described above, nor does it purport to present
the future results of operations of the Company.

2. BALANCE SHEET PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - MARCH 31, 1998

(a) The historical balance sheet reflects the financial position of the
Company as of March 31, 1998 as reported in the Company's Form 10-Q for
the quarter ended March 31, 1998.

(b) Represents the portion of the 1998 Acquisition A Properties that were
acquired subsequent to March 31, 1998 (the "1998 Acquisition A(1)
Properties") as if the acquisitions had occurred on March 31, 1998. The
1998 Acquisition A(1) Properties were acquired for approximately $37.5
million in the aggregate which was funded with $35.4 million in cash and
the issuance of 61,604 limited partnership units in First Industrial,
L.P. (the "Units") valued at $2.1 million.

<PAGE> 15

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

(c) Represents the portion of the 1998 Acquisition I Properties that were
acquired subsequent to March 31, 1998 (the "1998 Acquisition I(1)
Properties") as if the acquisitions had occurred on March 31, 1998. The
1998 Acquisition A(1) Properties were acquired for approximately $168.0
million in the aggregate which was funded with $139.9 million in cash,
the assumption of $2.5 million of secured debt and the issuance of
735,836 Units valued at $25.6 million.

(d) Represents the adjustments needed to present the pro forma balance sheet
as of March 31, 1998 as if borrowings subsequent to March 31, 1998 under
the Company's $300 million unsecured revolving credit facility (the "1997
Unsecured Acquisition Facility") had occurred on March 31, 1998.

3. STATEMENT OF OPERATIONS PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - MARCH
31, 1998

(a) The historical operations reflect the operations of the Company for the
period January 1, 1998 through March 31, 1998 as reported in the
Company's Form 10-Q for the quarter ended March 31, 1998.

(b) The historical operations reflect the operations of the 1998 Acquisition
A Properties for the period January 1, 1998 through the earlier of March
31, 1998 or their respective acquisition dates.

(c) The historical operations reflect the operations of the 1998 Acquisition
I Properties for the period January 1, 1998 through the earlier of March
31, 1998 or their respective acquisition dates.

(d) In connection with the 1998 Acquisition I Properties, the Company assumed
a mortgage loan totaling $2.5 million (the "Acquisition Mortgage Loan
IV"). The interest expense adjustment reflects interest on the
Acquisition Mortgage Loan IV for the pro forma period as if such
indebtedness was outstanding beginning January 1, 1997.

The interest expense adjustment reflects an increase in the acquisition
facility borrowings at the 30-day London Interbank Offered Rate ("LIBOR")
plus .8% for borrowings under the 1997 Unsecured Acquisition Facility for
the assumed earlier purchase of the 1998 Acquisition A Properties and the
1998 Acquisition I Properties offset by the interest savings related to
the assumed repayment of $292.5 million of acquisition facility
borrowings on January 1, 1997 from the proceeds of the issuance of the
2011 Drs., the Series D Preferred Stock Offering and Series E Preferred
Stock Offering and also reflects an increase in interest expense due to
the issuance of the 2011 Drs. as if such unsecured debt was outstanding
as of January 1, 1997.

(Dollars in thousands)

<S> <C>

Interest expense related to the Acquisition Mortgage Loan IV as if
such indebtedness was outstanding as of January 1, 1997.................... $ 56
Interest expense related to the assumed earlier borrowings under
the 1997 Unsecured Acquisition Facility.................................... 4,282
Interest expense related to the issuance of the 2011 Drs. as if
such debt was outstanding as of January 1, 1997............................ 1,603
Interest savings due to the assumed repayment of $292.5 million of
acquisition facility borrowings on January 1, 1997 from the
proceeds of the issuance of the 2011 Drs., the Series D
Preferred Stock Offering and the Series E Preferred Stock Offering......... (3,427)
--------------
Net Pro Forma Interest Adjustment.......................... $ 2,514
==============
</TABLE>

<PAGE> 16

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

The depreciation and amortization adjustments reflect the charges for the 1998
Acquisition A Properties and the 1998 Acquisition I Properties from January 1,
1998 through the earlier of their respective acquisition date or March 31, 1998
as if such properties were acquired on January 1, 1997.

Income allocated to minority interest reflects income attributable to Units
owned by unit holders other than the Company. The minority interest adjustment
reflects a 15.5% minority interest for the three months ended March 31, 1998.
This adjustment reflects the income to unitholders for Units issued in
connection with certain property acquisitions as if such Units had been issued
on January 1, 1997 and to reflect the completion of the Series D Preferred Stock
Offering and the Series E Preferred Stock Offering as of January 1, 1997.

The preferred stock dividend adjustment reflects preferred dividends
attributable to the Series D Preferred Stock and the Series E Preferred Stock as
if such preferred stock was outstanding as of January 1, 1997.

<PAGE> 17

FIRST INDUSTRIAL REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1997 1997 1998 1998
First Industrial Acquisition Acquisition Acquisition Acquisition
Realty A I A I
Trust, Inc. Properties Properties Properties Properties
(Historical) (Historical) (Historical) (Historical) (Historical)
Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d) Note 2 (e)
---------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Rental Income .......................... $ 164,389 $ 7,850 $ 51,228 $ 6,906 $ 24,862
Tenant Recoveries and Other Income ..... 46,028 2,030 9,093 2,927 4,136
Interest Income- Defeasance ............ 12,786 -- -- -- --
--------- --------- --------- --------- ---------
Total Revenues ................... 223,203 9,880 60,321 9,833 28,998
--------- --------- --------- --------- ---------

EXPENSES:
Real Estate Taxes ...................... 34,653 2,140 7,746 2,887 3,963
Repairs and Maintenance ................ 8,278 362 4,958 352 2,152
Property Management .................... 7,850 283 2,149 200 861
Utilities .............................. 5,801 105 1,777 95 531
Insurance .............................. 568 91 615 64 252
Other .................................. 2,612 4 243 26 97
General and Administrative ............. 6,248 -- -- -- --
Interest ............................... 49,859 -- -- -- --
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs ............ 2,812 -- -- -- --
Depreciation and Other Amortization .... 39,573 -- -- -- --
--------- --------- --------- --------- ---------
Total Expenses .................. 158,254 2,985 17,488 3,624 7,856
--------- --------- --------- --------- ---------

Income Before Gain on Disposition of
Interest Rate Protection Agreements,
Gain on Sales of Real Estate, Minority 64,949 6,895 42,833 6,209 21,142
Interest and Extraordinary Loss
Gain on Disposition of Interest
Rate Protection Agreements .......... 1,430 -- -- -- --
Gain on Sale of Real Estate .............. 5,003 -- -- -- --
--------- --------- --------- --------- ---------
Income Before Minority Interest
and Extraordinary Loss ............... 71,382 6,895 42,833 6,209 21,142
Income Allocated to Minority Interest .... (5,312) -- -- -- --
--------- --------- --------- --------- ---------
Income Before Extraordinary Loss ......... 66,070 6,895 42,833 6,209 21,142
Preferred Stock Dividends ................ (11,856) -- -- -- --
========= ========= ========= ========= =========
Income Before Extraordinary Loss
Available to Common Stockholders .... $ 54,214 $ 6,895 $ 42,833 $ 6,209 $ 21,142
========= ========= ========= ========= =========

Income Before Extraordinary Loss
Available to Common Stockholders
Per Weighted Average Common
Share Outstanding:
Basic (31,508,240 for December
31,1997) ........................ $ 1.72
=========
Diluted (31,813,926 for December
31,1997) ........................ $ 1.70
=========
Pro Forma Income Before Extraordinary
Loss Available to Common
Stockholders Per Weighted Average
Common Share Outstanding:
Basic (36,204,842 for December ..
31, 1997, pro forma)

Diluted (36,510,528 for December
31, 1997, pro forma) ............

First Industrial
Pro Forma Realty
Adjustments Trust, Inc.
Note 2 (f) Pro Forma
------------- ----------------
<S> <C> <C>
REVENUES:
Rental Income .......................... $ -- $ 255,235
Tenant Recoveries and Other Income ..... -- 64,214
Interest Income- Defeasance ............ -- 12,786
--------- ---------
Total Revenues ................... -- 332,235
--------- ---------

EXPENSES:
Real Estate Taxes ...................... -- 51,389
Repairs and Maintenance ................ -- 16,102
Property Management .................... -- 11,343
Utilities .............................. -- 8,309
Insurance .............................. -- 1,590
Other .................................. -- 2,982
General and Administrative ............. -- 6,248
Interest ............................... 19,963 69,822
Amortization of Interest Rate
Protection Agreements and
Deferred Financing Costs ............ -- 2,812
Depreciation and Other Amortization .... 18,400 57,973
--------- ---------
Total Expenses .................. 38,363 228,570
--------- ---------

Income Before Gain on Disposition of
Interest Rate Protection Agreements,
Gain on Sales of Real Estate, Minority (38,363) 103,665
Interest and Extraordinary Loss
Gain on Disposition of Interest
Rate Protection Agreements .......... -- 1,430
Gain on Sale of Real Estate .............. -- 5,003
--------- ---------
Income Before Minority Interest
and Extraordinary Loss ............... (38,363) 110,098
Income Allocated to Minority Interest .... (5,588) (10,900)
--------- ---------
Income Before Extraordinary Loss ......... (43,951) 99,198
Preferred Stock Dividends ................ (20,992) (32,848)
========= =========
Income Before Extraordinary Loss
Available to Common Stockholders .... $ (64,943) $ 66,350
========= =========

Income Before Extraordinary Loss
Available to Common Stockholders
Per Weighted Average Common
Share Outstanding:
Basic (31,508,240 for December
31,1997) ........................

Diluted (31,813,926 for December
31,1997) ........................

Pro Forma Income Before Extraordinary
Loss Available to Common
Stockholders Per Weighted Average
Common Share Outstanding:
Basic (36,204,842 for December
31, 1997, pro forma)............. $ 1.83
=========
Diluted (36,510,528 for December
31, 1997, pro forma) ............ $ 1.82
=========

</TABLE>

The accompanying notes are an integral part of the pro forma financial
statement.

<PAGE> 18

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION.

The accompanying unaudited pro forma statement of operations for the
Company reflects the historical operations of the Company for the period January
1, 1997 through December 31, 1997 and the acquisition of one property on January
9, 1997 (the "1997 Acquisition Property") reported on Form 8-K/A No. 1 dated
February 12, 1997, the acquisition of 11 properties during the period February
1, 1997 through July 14, 1997 (the "Other 1997 Acquisition Properties") reported
on Form 8-K/A No. 2 dated June 30, 1997, the acquisition of 25 properties during
the period July 15, 1997 through October 31, 1997 (the "1997 Acquisition II
Properties") reported on Form 8-K dated October 30, 1997, the acquisition of
four properties during the period November 1, 1997 through December 31, 1997
(the "1997 Acquisition IV Properties") reported on Form 8-K/A No. 2 dated
December 11, 1997 (collectively, the "1997 Acquisition A Properties"), the
acquisition of 39 properties on January 31, 1997 (the "Lazarus Burman
Properties") reported on Form 8-K/A No. 1 dated February 12, 1997, the
acquisition of 15 properties (the "Punia Phase I Properties") on June 30, 1997
and 33 properties through December 5, 1997 (the "Punia Phase II Properties" and,
together with the Punia Phase I Properties, the "Punia Acquisition Properties")
which are reported on Form 8-K/A No.1 dated June 30, 1997, the acquisition of
two properties during the period February 1, 1997 through July 14, 1997 (the
"1997 Acquisition I Properties") reported on Form 8-K/A No. 2 dated June 30,
1997, the acquisition of 93 properties on October 30, 1997, two properties on
December 4, 1997 and 10 properties on January 30, 1998 (together, the "Pacifica
Acquisition Properties"), the acquisition of 64 properties on December 9, 1997
(the "Sealy Acquisition Properties") and seven properties on October 17, 1997
(the "1997 Acquisition III Properties") which are reported on Form 8-K dated
October 30, 1997, the acquisition of 28 properties and one property scheduled to
be acquired by March 31, 1998 (together, the "1997 Acquisition V Properties"),
36 properties (the "1997 Acquisition VI Properties") and eight properties (the
"1997 Acquisition VII Properties") during the period November 1, 1997 through
December 31, 1997 which are reported on Form 8-K/A No. 1 dated December 11,
1997, the acquisition of three properties during the period November 1, 1997
through December 31, 1997 (the "1997 Acquisition VIII Properties") reported on
Form 8-K/A No. 2 dated December 11, 1997 (collectively, the "1997 Acquisition I
Properties") and the acquisition of 34 properties (the "1998 Acquisition A
Properties") and 127 properties (the "1998 Acquisition I Properties") during the
period January 1, 1998 through April 16, 1998 reported on this Form 8-K/A No.1.

The accompanying unaudited pro forma statement of operations for the year
ended December 31, 1997 has been prepared based upon certain pro forma
adjustments to the historical December 31, 1997 statement of operations of the
Company. The unaudited pro forma statement of operations for the year ended
December 31, 1997 has been prepared as if the properties acquired subsequent to
December 31, 1996 had been acquired on either January 1, 1997 or the lease
commencement date if the property was developed and as if the assumption of
$22.8 million of secured debt, the issuance on May 13, 1997 of $150.0 million of
unsecured debt bearing interest at 7.60% which matures on May 15, 2007 (the
"2007 Notes"), the issuance on May 13, 1997 of $100.0 million of unsecured debt
bearing interest at 7.15% which matures on May 15, 2027 (the "2027 Notes"), the
issuance on May 22, 1997 of $100.0 million of unsecured debt bearing interest at
7.375% which matures on May 15, 2011 (the "2011 Notes"), the issuance on
November 20, 1997 of $50.0 million of unsecured debt bearing interest at 6.90%
which matures on November 21, 2005 (the "2005 Notes"), the issuance on December
8, 1997 of $150.0 million of unsecured debt bearing interest at 7.00% which
matures December 1, 2006 (the "2006 Notes"), the issuance on December 8, 1997 of
$100.0 million of unsecured debt bearing interest at 7.50% which matures on
December 1, 2017 (the "2017 Notes"), the issuance on March 31, 1998 of $100
million of unsecured debt bearing interest at 6.50% which matures on April 5,
2011 (the "2011 Drs."), the issuance on May 14, 1997 of 40,000 shares of 8.75%,
$.01 par value, Series B Cumulative Preferred Stock (the "Series B Preferred
Stock Offering"), the issuance on June 6, 1997 of 20,000 shares of 8.63%, $.01
par value, Series C Cumulative Preferred Stock (the "Series C Preferred Stock
Offering"), the issuance on February 4, 1998 of 50,000 shares of 7.95%, $.01 par
value, Series D Cumulative Preferred Stock (the "Series D Preferred Stock
Offering"), the issuance on March 18, 1998 of 30,000 shares of 7.90%, $.01 par
value, Series E Cumulative Preferred Stock (the "Series E Preferred Stock
Offering"), the issuance on September 16, 1997 of 637,440 shares of $.01 par
value common stock (the "September 1997 Equity Offering") and the

<PAGE> 19

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

issuance on October 15, 1997 of 5,400,000 shares of $.01 par value common stock
(the "October 1997 Equity Offering") had been completed on January 1, 1997.

The unaudited pro forma statement of operations is not necessarily
indicative of what the Company's results of operations would have been for the
year ended December 31, 1997 had the transactions been consummated as described
above, nor does it purport to present the future results of operations of the
Company.

2. STATEMENT OF OPERATIONS PRO FORMA ASSUMPTIONS AND ADJUSTMENTS -
DECEMBER 31, 1997

(a) The historical operations reflect income from continuing operations of
the Company for the period January 1, 1997 through December 31, 1997 as
reported on the Company's Form 10-K dated March 24, 1998.

(b) The historical operations reflect the operations of the 1997
Acquisition A Properties for the period January 1, 1997 through their
respective acquisition dates.

(c) The historical operations reflect the operations of the 1997
Acquisition I Properties for the period January 1, 1997 through their
respective acquisition dates.

(d) The historical operations reflect the operations of the 1998
Acquisition A Properties for the period January 1, 1997 through December
31, 1997.

(e) The historical operations reflect the operations of the 1998
Acquisition I Properties for the period January 1, 1997 through December
31, 1997.

(f) Included within the acquisitions of the 1997 Acquisition I Properties,
the Company assumed a $3.8 million mortgage loan (the "LB Mortgage Loan
I") and a $.7 million mortgage loan (the "LB Mortgage Loan II"). The
interest expense adjustment reflects interest on the LB Mortgage Loan I
and the LB Mortgage Loan II for the pro forma period and as if such
indebtedness was outstanding beginning January 1, 1997.

Included within the acquisitions of the 1997 Acquisition A Properties,
the Company assumed a $4.2 million mortgage loan (the "Acquisition
Mortgage Loan I") and a $3.6 million mortgage loan (the "Acquisition
Mortgage Loan III"). The interest expense adjustment reflects interest on
the Acquisition Mortgage Loan I and the Acquisition Mortgage Loan III for
the pro forma period and as if such indebtedness was outstanding
beginning January 1, 1997.

Included within the acquisitions of the 1997 Acquisition I Properties,
the Company assumed an $8.0 million mortgage loan (the "Acquisition
Mortgage Loan II"). The interest expense adjustment reflects interest on
the Acquisition Mortgage Loan II for the pro forma period and as if such
indebtedness was outstanding beginning January 1, 1997.

Included within with the 1998 Acquisition I Properties, the Company
assumed a mortgage loan totaling $2.5 million (the "Acquisition Mortgage
Loan IV"). The interest expense adjustment reflects interest on the
Acquisition Mortgage Loan IV for the pro forma period and as if such
indebtedness was outstanding beginning January 1, 1997.

<PAGE> 20

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

The interest expense adjustment reflects an increase in the acquisition facility
borrowings at LIBOR plus 1% for borrowings under the Company's $200 million
unsecured revolving acquisition facility (the "1996 Unsecured Acquisition
Facility") or LIBOR plus .8% for borrowings under the Company's $300 million
unsecured revolving acquisition facility (the "1997 Unsecured Acquisition
Facility") for the assumed purchase of the 1997 Acquisition A Properties, the
1997 Acquisition I Properties, the 1998 Acquisition A Properties and the 1998
Acquisition I Properties offset by the interest savings related to the assumed
repayment of $1,281.2 million of acquisition facility borrowings on January 1,
1997 from the proceeds of the issuance of the 2007 Notes, the 2027 Notes, the
2011 Notes, the 2005 Notes, the 2006 Notes, the 2017 Notes, the 2011 Drs., the
Series B Preferred Stock Offering, the Series C Preferred Stock Offering, the
Series D Preferred Stock Offering, the Series E Preferred Stock Offering and the
September 1997 Equity Offering and the October 1997 Equity Offering and also
reflects an increase in interest expense due to the issuance of the 2007 Notes,
the 2027 Notes, the 2011 Notes, the 2005 Notes, the 2006 Notes, the 2017 Notes
and the 2011 Drs. as if such unsecured debt was outstanding as of January 1,
1997.

<TABLE>
<CAPTION>
(Dollars in Thousands)
<S> <C>
Interest expense related to the LB Mortgage Loan I, the LB
Mortgage Loan II, the Acquisition Mortgage Loan I, The
Acquisition Mortgage Loan II, the Acquisition Mortgage Loan III
and the Acquisition Mortgage Loan IV as if such indebtedness
was outstanding as of January 1, 1997................................ $ 1,438
Interest expense related to the assumed earlier borrowings under
the 1996 Unsecured Acquisition Facility and 1997 Unsecured
Acquisition
Facility............................................................. 43,906
Interest expense related to the issuance of the 2007 Notes, the
2027 Notes, the 2011 Notes, the 2005 Notes, the 2006 Notes,
the 2017 Notes and the 2011 Drs. as if such debt was
outstanding as of January 1,
1997................................................................. 36,057
Interest savings due to the assumed repayment of $1,281.2
million of acquisition facility borrowings on January 1,
1997 from the proceeds of the issuance of the 2007 Notes,
the 2027 Notes, the 2011 Notes, the 2005 Notes, the 2006
Notes, the 2017 Notes and the 2011 Drs., the Series B
Preferred Stock Offering, the Series C Preferred Stock
Offering, the Series D Preferred Stock Offering, the Series
E Preferred Stock Offering, the September 1997 Equity
Offering and the October 1997 Equity Offering........................ (61,438)
----------
Net Pro Forma Interest Adjustment.................... $ 19,963
==========
</TABLE>

The depreciation and amortization adjustment reflects the charges for the 1997
Acquisition A Properties, the 1997 Acquisition I Properties, the 1998
Acquisition A Properties and the 1998 Acquisition I Properties from January 1,
1997 through the earlier of their respective acquisition date or December 31,
1997 and if such properties were acquired on January 1, 1997.

Income allocated to minority interest reflects income attributable to Units
owned by unitholders other than the Company. The minority interest adjustment
reflects a 14.1% minority interest for the year ended December 31, 1997. This
adjustment reflects the income to unitholders for Units issued in connection
with certain property acquisitions as if such Units had been issued on January
1, 1997 and to reflect the completion of the Series B Preferred Stock Offering,
the Series C Preferred Stock Offering, the Series D Preferred Stock Offering,
the Series E Preferred Stock Offering, the September 1997 Equity Offering and
the October 1997 Equity Offering as of January 1, 1997.

<PAGE> 21

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

The preferred stock dividend adjustment reflects preferred dividends
attributable to the Series B Preferred Stock, the Series C Preferred Stock, the
Series D Preferred Stock and the Series E Preferred Stock as if such preferred
stock was outstanding as of January 1, 1997.

<PAGE> 22

SIGNATURE

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

FIRST INDUSTRIAL REALTY TRUST, INC.

June 16, 1998 By: /s/ Michael J. Havala
--------------------------------------------
Michael J. Havala
Chief Financial Officer
(Principal Financial and Accounting Officer)

<PAGE> 23

EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------
23 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants

<PAGE> 1

EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Form 8-K/A No. 1 dated April 6, 1998
and the incorporation by reference into the Registrant's five previously filed
Registration Statements on Form S-3 (File Nos. 33-95190, 333-03999, 333-21887,
333-43641 and 333-53835) and the Registrant's three previously filed
Registration Statements on Form S-8 (File No.'s 33-95188, 333-36699 and
333-45317) of our report dated April 23, 1998 on our audit of the combined
historical statement of revenues and certain expenses of 1998 Acquisition I
Properties for the year ended December 31, 1997.

COOPERS & LYBRAND L.L.P.

Chicago, Illinois
June 16, 1998