As filed with the Securities and Exchange Commission on June 27, 2003
Registration No. 333-100630
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST INDUSTRIAL REALTY TRUST, INC. FIRST INDUSTRIAL, L.P.
(Exact name of registrant as (Exact name of registrant
specified in its charter) as specified in its charter)
Maryland Delaware
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization)
36-3935116 36-3924586
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
311 S. Wacker Drive, Suite 4000
Chicago, Illinois 60606
(312) 344-4300
(Address, including zip code, and
telephone number, including
area code, of registrants'
principal executive
offices)
FIRST INDUSTRIAL, L.P. 401(k) PLAN
(Full title of the plan)
Michael W. Brennan
President and Chief Executive Officer
First Industrial Realty Trust, Inc.
311 S. Wacker Drive, Suite 4000
Chicago, Illinois 60606
(312) 344-4300
(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
__________________________
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Per Share Price Registration Fee
Registered
- ------------------------------------------------------------------------------------------------------------------
Common Stock, (1) (1) (1) (1)
$.01 par value
==================================================================================================================
(1) No additional securities are being registered hereby. Registration fees
were paid upon filing of the original Form S-8 Registration Statement
(Registration No. 333-100630) for the First Industrial, L.P. 401(k) Plan
with the Securities and Exchange Commission (the "Commission') on October
18, 2002.
================================================================================
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 ("Amendment No. 1") to the Registration
Statement on Form S-8 (Registration No. 333-100630) of First Industrial Realty
Trust, Inc. (the "Company")and First Industrial, L.P. (the "Operating
Partnership") (the "Registration Statement") is being filed pursuant to Rule 464
under the Securities Act of 1933, as amended, for the sole purpose of amending
Item 3, Incorporation of Documents by Reference, previously filed with the
Registration Statement and, accordingly, shall become effective upon filing with
the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The first sentence of the third and final paragraph of Item 3 is hereby
deleted and replaced with the following:
In addition, all documents subsequently filed by the Company, the Operating
Partnership or the First Industrial, L.P. 401(k) Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
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-8 and has duly caused this Amendment No. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on June
27, 2003.
FIRST INDUSTRIAL REALTY TRUST, INC.
By: /s/ Michael J. Havala
------------------------------------------
Name: Michael J. Havala
Title: Chief Financial Officer
(Principal Financial Officer)
FIRST INDUSTRIAL, L.P.
By: First Industrial Realty Trust, Inc.,
its sole general partner
By: /s/ Michael J. Havala
------------------------------------
Name: Michael J. Havala
Title: Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
--------- ----- ----
* President, Chief Executive June 27, 2003
- -------------------------------------- Officer and Director
Michael W. Brennan (Principal Executive
Officer)
/s/ Michael J. Havala Chief Financial Officer June 27, 2003
- -------------------------------------- (Principal Financial Officer)
Michael J. Havala
Signature Title Date
--------- ----- ----
* Senior Vice President, Controller June 27, 2003
- --------------------------------------- and Assistant Secretary
Scott A. Musil (Principal Accounting Officer)
* Director of Strategic Planning June 27, 2003
- --------------------------------------- and Director
Michael G. Damone
* Director June 27, 2003
- ---------------------------------------
John L. Lesher
* Director June 27, 2003
- ---------------------------------------
Kevin W. Lynch
* Director June 27, 2003
- ---------------------------------------
John E. Rau
* Chairman of the Board of Directors June 27, 2003
- ---------------------------------------
Jay H. Shidler
* Director June 27, 2003
- ---------------------------------------
Robert J. Slater
* Director June 27, 2003
- ---------------------------------------
W. Edwin Tyler
* Director June 27, 2003
- ---------------------------------------
J. Steven Wilson
* By: /s/ Michael J. Havala
----------------------------
Michael J. Havala
Attorney-in-Fact
