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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 3, 2010 (November 2, 2010)
Date of Report (Date of earliest event reported)
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of
incorporation or organization)
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1-13102
(Commission File Number)
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36-3935116
(I.R.S. Employer
Identification No.) |
311 S. Wacker Drive, Suite 3900
Chicago, Illinois 60606
(Address of principal executive offices, zip code)
(312) 344-4300
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 3, 2010, the Board of Directors of First Industrial Realty Trust, Inc. (the
Company) elected Leonard Peter Sharpe to serve as a director of the Company and also to serve on
the Compensation Committee and the Audit Committee of the Companys Board of Directors.
On November 2, 2010, the Compensation Committee of the Board of Directors of the Company
approved, and on November 3, 2010 the Board of Directors of the Company ratified, criteria for the
Compensation Committee to use when granting awards with respect to 2010 performance to the
Companys chief executive officer and certain other senior executive officers under the Companys
incentive compensation plan (the 2010 Executive Officer Bonus Plan). Award determinations under
the 2010 Executive Officer Bonus Plan will be based on the Companys achievement of certain
identified thresholds of funds from operations (FFO) per share (using the NAREIT definition) per
annum. Achievement of a minimum threshold will qualify each executive officer covered by the 2010
Executive Officer Bonus Plan to receive a bonus. Achievement by the Company of specifically
identified higher levels of performance with respect to FFO will result in receipt by each
executive officer covered by the 2010 Executive Officer Bonus Plan of 25%, 50%, 75%, 100% or 125%,
respectively, of his stated bonus opportunity. Should performance fall between two identified
payout levels, the resulting compensation that may be earned for such performance will be
appropriately prorated.
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Item 7.01 |
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Regulation FD Disclosure. |
Attached hereto as Exhibit 99.1 is a copy of the Companys press release dated November 3,
2010, which contains information regarding Mr. Sharpe.
The information furnished in this report under this Item 7.01, including the Exhibit attached
hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference to such filing.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed herewith:
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Exhibit No. |
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Description |
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99.1 |
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First Industrial Realty Trust, Inc. Press Release dated
November 3, 2010 (furnished pursuant to Item 7.01). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIRST INDUSTRIAL
REALTY TRUST, INC.
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By: |
/s/ Scott A. Musil
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Name: |
Scott A. Musil |
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Title: |
Acting Chief Financial Officer
(Principal Financial Officer) |
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Date: November 3, 2010
exv99w1
Exhibit 99.1
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First Industrial Realty Trust, Inc. |
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311 South Wacker Drive |
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Suite 3900 |
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Chicago, IL 60606 |
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312/344-4300 |
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FAX: 312/922-9851 |
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MEDIA RELEASE |
L. Peter Sharpe Joins Board of Directors
of First Industrial Realty Trust
CHICAGO, November 3, 2010 First Industrial Realty Trust, Inc. (NYSE: FR), a leading
provider of industrial real estate supply chain solutions, announced today that L. Peter Sharpe has
joined its board of directors. Mr. Sharpe is president and chief executive officer of The Cadillac
Fairview Corporation Limited, one of North Americas largest investors, owners and managers of
commercial real estate.
Bruce W. Duncan, president and CEO of First Industrial, said, We are pleased that Peter has joined
our board, as the Company will benefit from his vast experience as an owner, operator and leader in
the real estate industry.
Mr. Sharpe has served as Cadillac Fairviews president and CEO since 2000. Previously, he held
various other positions at the company, including serving as its executive vice president of
operations. He currently serves as a director of Multiplan Empreendimentos Imobiliários S.A.
(Bovespa: MULT3), one of the leading developers, owners and operators of shopping centers in
Brazil. Mr. Sharpe recently completed a term as chairman of the International Council of Shopping
Centers (ICSC), the global trade association of the shopping center industry. Previously, he
served as a director on the boards of Fairmont Hotels & Resorts and Legacy REIT. He also was past
chairman and board member of the Real Property Association of Canada. Mr. Sharpe earned his
Economics and Business Administration degree with honors from Waterloo Lutheran University.
About First Industrial Realty Trust, Inc.
First Industrial Realty Trust, Inc. (NYSE: FR) is a leading owner and operator of industrial real
estate and provider of supply chain solutions to multinational corporations and regional
customers. Across major markets in North America, our local market experts manage, lease, buy,
(re)develop, and sell bulk and regional distribution centers, light industrial, and other
industrial facility types. We have a track record of industry leading customer service, and in
total, we own, manage and have under development 74 million square feet of industrial space. For
more information, please visit us at www.firstindustrial.com. We post or otherwise make available
on this website from time to time information that may be of interest to investors.
< more >
Forward-Looking Information
This press release contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. We intend
such forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 and are including
this statement for purposes of complying with those safe harbor provisions. Forward-looking
statements, which are based on certain assumptions and describe future plans, strategies and
expectations of the Company, are generally identifiable by use of the words believe, expect,
intend, anticipate, estimate, project, seek, target, potential, focus, may,
should or similar expressions. Our ability to predict results or the actual effect of future
plans or strategies is inherently uncertain. Factors which could have a materially adverse effect
on our operations and future prospects include, but are not limited to: changes in national,
international, regional and local economic conditions generally and real estate markets
specifically; changes in legislation/regulation (including changes to laws governing the taxation
of real estate investment trusts) and actions of regulatory authorities (including the Internal
Revenue Service); our ability to qualify and maintain our status as a real estate investment
trust; the availability and attractiveness of financing (including both public and private
capital) to us and to our potential counterparties; the availability and attractiveness of terms
of additional debt repurchases; interest rates; our credit agency ratings; our ability to comply
with applicable financial covenants; competition; changes in supply and demand for industrial
properties (including land, the supply and demand for which is inherently more volatile than other
types of industrial property) in the Companys current and proposed market areas; difficulties in
consummating acquisitions and dispositions; risks related to our investments in properties through
joint ventures; environmental liabilities; slippages in development or lease-up schedules; tenant
creditworthiness; higher-than-expected costs; changes in asset valuations and related impairment
charges; changes in general accounting principles, policies and guidelines applicable to real
estate investment trusts; international business risks; and those additional factors described
under the heading Risk Factors and elsewhere in the Companys annual report on Form 10-K for the
year ended December 31, 2009 and in the Companys subsequent reports on Form 10-Q. We caution you
not to place undue reliance on forward-looking statements, which reflect our outlook only and
speak only as of the date of this press release or the dates indicated in the statements. We
assume no obligation to update or supplement forward-looking statements. For further information
on these and other factors that could impact the Company and the statements contained herein,
reference should be made to the Companys filings with the Securities and Exchange Commission.
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Contact:
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Art Harmon |
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Director, Investor Relations and Corporate Communications |
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312-344-4320 |
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