As filed with the Securities and Exchange Commission on October 18, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
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 as
specified in its charter) specified in its charter)
Maryland Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) 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
==================================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered(1) Registered(2) Per Share(3) Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------
Common Stock, 2,000,000 shares $28.83 $57,660,000 $5,305
$.01 par value
==================================================================================================================
(1) Includes rights to purchase Junior Participating Preferred Stock of First
Industrial Realty Trust, Inc. Because no separate consideration is being
paid for the Rights, the registration fee therefor is included in the fee
for the Common Stock. In addition, pursuant to Rule 416(c) under the
Securities Act, this Registration Statement also covers an indeterminate
number of Plan Interests that may be issued under the First Industrial,
L.P. 401(k) Plan.
(2) Pursuant to Rule 416(a) of the Securities Act, also covers such additional
number of shares as may be issued in the event of a stock dividend, stock
split, split-up, recapitalization or other similar dilutive event.
(3) Estimated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, solely for purposes of determining the registration fee
and is based on the average of the reported high and low sales prices of
the Common Stock on the New York Stock Exchange -- Composite Transactions
System on October 15, 2002.
================================================================================
EXPLANATORY NOTE
This registration statement relates to shares of common stock of First
Industrial Realty Trust, Inc. (the "Company") that may be acquired by employees
of First Industrial, L.P. (the "Operating Partnership") and its subsidiaries
under the First Industrial, L.P. 401(k) Plan. Shares of the Company's common
stock acquired under the First Industrial, L.P. 401(k) Plan are obtained by the
plan administrator through open market purchases at prevailing market prices.
Such transactions do not involve the original issuance by the Company of any new
shares of common stock or result in a change in the number of outstanding shares
of common stock of the Company.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual Information. *
* As permitted by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in
Part I will be delivered to the participants in the plans covered by this
Registration Statement as required by Rule 428(b). Such documents are not being
filed with the Securities and Exchange Commission (the "Commission") as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424(b) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Company with the Commission
(File No. 001-13102) and are hereby incorporated by reference in this
Registration Statement:
1) Annual Report on Form 10-K for the year ended December 31, 2001, filed
March 12, 2002;
2) Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2002, filed May 10, 2002;
3) Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2002, filed August 14, 2002;
4) Current Report on Form 8-K filed with the Commission on August 14,
2002; and
5) the description of the common stock included in the Company's
registration statement on Form 8-A dated June 23, 1994 and the
description of the associated preferred share purchase rights included
in the Form 8-A filed September 24, 1997.
The following documents have been filed by the Operating Partnership with
the Commission (File No. 333-21873) and are hereby incorporated by reference in
this Registration Statement:
1) Annual Report on Form 10-K for the year ended December 31, 2001, filed
March 12, 2002;
2) Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2002, filed May 10, 2002;
3) Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2002, filed August 14, 2002;
4) Current Report on Form 8-K filed with the Commission on April 17,
2002; and
5) Current Report on Form 8-K filed with the Commission on August 14,
2002.
In addition, all documents subsequently filed by the Company and the
Operating Partnership and 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. Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein (or in any other subsequently filed
document which also is or is 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation and Bylaws provide certain
limitations on the liability of the Company's directors and officers
of monetary damages to the Company. The Articles of Incorporation 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.
The Operating Partnership's Sixth Amended and Restated Agreement of
Limited Partnership contains provisions indemnifying First Industrial
Realty Trust, Inc. and its officers, directors and stockholders to the
fullest extent permitted by the Delaware Revised Uniform Limited
Partnership Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement:
Exhibit
Number Description
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Form 10-Q of the
Company for the fiscal quarter ended June 30, 1996, File No.
1-13102).
4.2 Articles of Amendment to the Company's Articles of Incorporation,
dated June 20, 1994 (incorporated by reference to Exhibit 3.2 of
the Form 10-Q of the Company for the fiscal quarter ended June
30, 1996, File No. 1-13102).
4.3 Articles of Amendment to the Company's Articles of Incorporation,
dated May 31, 1996 (incorporated by reference to Exhibit 3.3 of
the Form 10-Q of the Company for the fiscal quarter ended June
30, 1996, File No. 1-13102).
4.4 Articles Supplementary relating to the Company's Junior
Participating Preferred Stock, $.01 par value (incorporated by
reference to Exhibit 4.10 of Form S-3/A of the Company and First
Industrial, L.P. dated September 24, 1997, File No. 333-29879).
4.5 Sixth Amended and Restated Limited Partnership Agreement of the
Operating Partnership dated March 18, 1998 (the "L.P. Agreement")
(incorporated by reference to Exhibit 10.1 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1997, File No. 1-13102).
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4.6 First Amendment to the L.P. Agreement dated April 1, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File No.
1-13102).
4.7 Second Amendment to the L.P. Agreement dated April 3, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File No.
1-13102).
4.8 Third Amendment to the L.P. Agreement dated April 16, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File No.
1-13102).
4.9 Fourth Amendment to the L.P. Agreement dated June 24, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File No.
1-13102).
4.10 Fifth Amendment to the L.P. Agreement dated July 16, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File No.
1-13102).
4.11 Sixth Amendment to the L.P. Agreement dated August 31, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998, File
No. 1-13102).
4.12 Seventh Amendment to the L.P. Agreement dated October 21, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998, File
No. 1-13102).
4.13 Eighth Amendment to the L.P. Agreement dated October 30, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998, File
No. 1-13102).
4.14 Ninth Amendment to the L.P. Agreement dated November 5, 1998
(incorporated by reference to Exhibit 10.5 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998, File
No. 1-13102).
4.15 Tenth Amendment to the L.P. Agreement dated January 28, 2000
(incorporated by reference to Exhibit 10.11 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1999, File No. 1-13102).
4.16 Eleventh Amendment to the L.P. Agreement dated January 28, 2000
(incorporated by reference to Exhibit 10.12 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1999, File No. 1-13102).
4.17 Twelfth Amendment to the L.P. Agreement dated June 27, 2000
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 2000, File No.
1-13102).
4.18 Thirteenth Amendment to the L.P. Agreement dated September 1,
2000 (incorporated by reference to Exhibit 10.1 of the Form 10-Q
of the Company for the fiscal quarter ended September 30, 2000,
File No. 1-13102).
II-3
4.19 Fourteenth Amendment to the L.P. Agreement dated October 13, 2000
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 2000, File
No. 1-13102).
4.20 Fifteenth Amendment to the L.P. Agreement dated October 13, 2000
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 2000, File
No. 1-13102).
4.21 Sixteenth Amendment to the L.P. Agreement dated October 27, 2000
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 2000, File
No. 1-13102).
4.22 Seventeenth Amendment to the L.P. Agreement dated January 25,
2001 (incorporated by reference to Exhibit 10.18 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2000, File No. 1-13102).
4.23 Eighteenth Amendment to the L.P. Agreement dated February 13,
2001 (incorporated by reference to Exhibit 10.19 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2000, File No. 1-13102).
4.24 Nineteenth Amendment to the L.P. Agreement dated June 26, 2002
(incorporated by reference to Exhibit 10.1 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 2002, File
No.1-13102).
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(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;
II-4
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 registrants 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) Each undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of a 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 each registrant pursuant to the provisions
described under Item 6 above, or otherwise, each 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 a registrant of expenses incurred or paid by a
director, officer, or controlling person of such 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, such registrant will, unless in the
opinion of its counsel the matter 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.
(d) The registrants hereby undertake that they will submit the First
Industrial, L.P. 401(k) Plan and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the First Industrial,
L.P. 401(k) Plan under Section 401 of the Internal Revenue Code.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on October 18, 2002.
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
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Michael W. Brennan and Michael J. Havala,
and each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement on Form S-8, to sign any and all
pre- or post-effective amendments to this Registration Statement on Form S-8 and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with such matters, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
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 W. Brennan President, Chief October 18, 2002
- ---------------------------------------- Executive Officer and
Michael W. Brennan Director (Principal
Executive Officer)
II-6
Signature Title Date
--------- ----- ----
/s/ Michael J. Havala Chief Financial Officer October 18, 2002
- ---------------------------------------- (Principal Financial
Michael J. Havala Officer)
/s/ Scott A. Musil Senior Vice President, October 18, 2002
- ---------------------------------------- Treasurer, Controller
Scott A. Musil and Assistant
Secretary (Principal
Accounting Officer)
/s/ Michael G. Damone Director of Strategic October 18, 2002
- ---------------------------------------- Planning and Director
Michael G. Damone
/s/ John L. Lesher Director October 18, 2002
- ----------------------------------------
John L. Lesher
/s/ Kevin W. Lynch Director October 18, 2002
- ----------------------------------------
Kevin W. Lynch
/s/ John E. Rau Director October 18, 2002
- ----------------------------------------
John E. Rau
/s/ Jay H. Shidler Chairman of the Board of October 18, 2002
- ---------------------------------------- Directors
Jay H. Shidler
/s/ Robert J. Slater Director October 18, 2002
- ----------------------------------------
Robert J. Slater
/s/ W. Edwin Tyler Director October 18, 2002
- ----------------------------------------
W. Edwin Tyler
/s/ J. Steven Wilson Director October 18, 2002
- ----------------------------------------
J. Steven Wilson
II-7
EXHIBIT INDEX
Exhibit
Number Description
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Form 10-Q of the
Company for the fiscal quarter ended June 30, 1996, File No.
1-13102).
4.2 Articles of Amendment to the Company's Articles of Incorporation,
dated June 20, 1994 (incorporated by reference to Exhibit 3.2 of
the Form 10-Q of the Company for the fiscal quarter ended June
30, 1996, File No. 1-13102).
4.3 Articles of Amendment to the Company's Articles of Incorporation,
dated May 31, 1996 (incorporated by reference to Exhibit 3.3 of
the Form 10-Q of the Company for the fiscal quarter ended June
30, 1996, File No. 1-13102).
4.4 Articles Supplementary relating to the Company's Junior
Participating Preferred Stock, $.01 par value (incorporated by
reference to Exhibit 4.10 of Form S-3/A of the Company and First
Industrial, L.P. dated September 24, 1997, File No. 333-29879).
4.5 Sixth Amended and Restated Limited Partnership Agreement of the
Operating Partnership dated March 18, 1998 (the "L.P. Agreement")
(incorporated by reference to Exhibit 10.1 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1997, File No. 1-13102).
4.6 First Amendment to the L.P. Agreement dated April 1, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File No.
1-13102).
4.7 Second Amendment to the L.P. Agreement dated April 3, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File No.
1-13102).
4.8 Third Amendment to the L.P. Agreement dated April 16, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended March 31, 1998, File No.
1-13102).
4.9 Fourth Amendment to the L.P. Agreement dated June 24, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File No.
1-13102).
4.10 Fifth Amendment to the L.P. Agreement dated July 16, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 1998, File No.
1-13102).
4.11 Sixth Amendment to the L.P. Agreement dated August 31, 1998
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998, File
No. 1-13102).
4.12 Seventh Amendment to the L.P. Agreement dated October 21, 1998
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998, File
No. 1-13102).
4.13 Eighth Amendment to the L.P. Agreement dated October 30, 1998
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998, File
No. 1-13102).
4.14 Ninth Amendment to the L.P. Agreement dated November 5, 1998
(incorporated by reference to Exhibit 10.5 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 1998, File
No. 1-13102).
4.15 Tenth Amendment to the L.P. Agreement dated January 28, 2000
(incorporated by reference to Exhibit 10.11 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1999, File No. 1-13102).
4.16 Eleventh Amendment to the L.P. Agreement dated January 28, 2000
(incorporated by reference to Exhibit 10.12 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1999, File No. 1-13102).
4.17 Twelfth Amendment to the L.P. Agreement dated June 27, 2000
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 2000, File No.
1-13102).
4.18 Thirteenth Amendment to the L.P. Agreement dated September 1,
2000 (incorporated by reference to Exhibit 10.1 of the Form 10-Q
of the Company for the fiscal quarter ended September 30, 2000,
File No. 1-13102).
4.19 Fourteenth Amendment to the L.P. Agreement dated October 13, 2000
(incorporated by reference to Exhibit 10.2 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 2000, File
No. 1-13102).
4.20 Fifteenth Amendment to the L.P. Agreement dated October 13, 2000
(incorporated by reference to Exhibit 10.3 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 2000, File
No. 1-13102).
4.21 Sixteenth Amendment to the L.P. Agreement dated October 27, 2000
(incorporated by reference to Exhibit 10.4 of the Form 10-Q of
the Company for the fiscal quarter ended September 30, 2000, File
No. 1-13102).
4.22 Seventeenth Amendment to the L.P. Agreement dated January 25,
2001 (incorporated by reference to Exhibit 10.18 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2000, File No. 1-13102).
4.23 Eighteenth Amendment to the L.P. Agreement dated February 13,
2001 (incorporated by reference to Exhibit 10.19 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2000, File No. 1-13102).
4.24 Nineteenth Amendment to the L.P. Agreement dated June 26, 2002
(incorporated by reference to Exhibit 10.1 of the Form 10-Q of
the Company for the fiscal quarter ended June 30, 2002, File
No.1-13102).
23.1 Consent of PricewaterhouseCoopers LLP.
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24.1 Powers of Attorney (included on signature page).
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 4, 2002 relating to the
consolidated financial statements, which appears in the First Industrial Realty
Trust, Inc. Annual Report on Form 10-K for the year ended December 31, 2001. We
also consent to the incorporation by reference of our report dated February 4,
2002 relating to the financial statement schedule, which also appears in the
First Industrial Realty Trust, Inc. Annual Report on Form 10-K. We further
consent to the incorporation by reference of our report dated February 4, 2002
relating to the consolidated financial statements and of our report dated
February 4, 2002 relating to the combined statements of the Other Real Estate
Partnerships, which appear in the First Industrial, L.P. Annual Report on Form
10-K for the year ended December 31, 2001. We also consent to the incorporation
by reference of our report dated February 4, 2002 relating to the financial
statement schedule, which also appears in the First Industrial, L.P. Annual
Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
October 18, 2002
