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As filed with the Securities and Exchange Commission on May 17, 1996
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland 36-3935116
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
150 N. Wacker Drive, Suite 150
Chicago, Illinois 60606
(312) 704-9000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Michael T. Tomasz
President and Chief Executive Officer
First Industrial Realty Trust, Inc.
150 N. Wacker Drive, Suite 150
Chicago, Illinois 60606
(312) 704-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Gerald S. Tanenbaum, Esq.
Roger Andrus, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-3 of our report dated
March 15, 1996, on our audits of the consolidated financial
statements and the financial statement schedule of First Indus-
trial Realty Trust, Inc. and the combined financial statements
of the Contributing Businesses which is included in the 1995
Annual Report on Form 10-K, and our report dated May 13, 1996
on our audits of the combined historical statements of revenues
and certain expenses of First Highland Properties and the Other
Acquisition Properties which is included in the Form 8-K/A No.
1 dated May 17, 1996. We also consent to the reference to our
firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
------------------------------
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
May 17, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Michael J. Havala
---------------------------
Michael J. Havala,
Principal Financial
and Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 9, 1996 /s/ Michael G. Damone
-----------------------------
Michael G. Damone,
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Kevin W. Lynch
-------------------------
Kevin W. Lynch, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Jay H. Shidler
-------------------------
Jay H. Shidler
Chairman of the Board of
Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Robert J. Slater
--------------------------
Robert J. Slater, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 14, 1996 /s/ J. Steven Wilson
---------------------------
J. Steven Wilson, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 8, 1996 /s/ John Lesher
----------------------
John Lesher, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Michael W. Brennan
------------------------
Michael W. Brennan
Chief Operating Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director and/or officer of First Industrial Realty Trust, Inc.,
a corporation organized under the laws of the State of Maryland
(the "Company"), hereby constitutes and appoints Michael T.
Tomasz, Michael W. Brennan and Michael J. Havala, and each of
them (with full power to each of them to act alone), my true
and lawful attorneys-in-fact with full power to them, and each
of them (with full power to each of them to act alone), to sign
for me and in my name in the capacities indicated below, a
Shelf Registration Statement on Form S-3 and any and all amend-
ments (including post-effective amendments) thereto with
respect to the registration of up to 1,500,000 shares of common
stock, which may be sold from time to time by persons who are
issued such shares of common stock in exchange for their units
of limited partnership interest in First Industrial, L.P., and
generally to do all such things in such capacities to enable
the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming my signature as it
may be signed by my said attorneys, or any of them, to said
Registration Statement and any and all amendments (including
post-effective amendments) thereto.
IN WITNESS WHEREOF, the undersigned director and/or
officer has hereunto set his hand, as of the date specified.
Dated: May 15, 1996 /s/ Michael T. Tomasz
----------------------------
Michael T. Tomasz
Principal Executive Officer
and Director