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): FEBRUARY 12, 1997


                      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.)





            150 N. WACKER DRIVE, SUITE 150, CHICAGO, ILLINOIS 60606
                    (Address of principal executive offices)


                                 (312) 704-9000
              (Registrant's telephone number, including area code)



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                 ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     On January 31, 1997, First Industrial Realty Trust, Inc. and its
Subsidiaries (the "Company"), through First Industrial, L.P., of which the
Company is the sole general partner, acquired 10 bulk warehouses and 29 light
industrial properties (the "Lazarus Burman Properties") in Long Island, New
York and northern New Jersey totaling 2.7 million square feet of gross leasable
area (the "Lazarus Burman Acquisition").  The Lazarus Burman Properties are
described below and were purchased for approximately $138.8 million which was
funded with $86.4 million in cash, assumption of $4.5 million in debt and the
issuance of 1,595,282 limited partnership units in First Industrial, L.P. (the
"Units) valued at $47.9 million.  The properties were acquired from Lazarus
Burman Associates, Jan Burman Management Co., Jerry Lazarus Management Co.,
Connie Lazarus Management Co., Red Ground Co., Junie Investors Co., 109
Industrial Co., LLC, L.B. Management Co., JDHL Co., Susieco Co., Laz-Bur
Company, SJB Realty Company, C4-6-7 Company, C3-5 Company, 290 Industrial Co.,
LLC, 185 Price Parkway, LLC and 116 Le High Industrial Co., LLC. (together the
"Lazarus Burman Group").  Prior to the acquisition, the Lazarus Burman Group
was not affiliated with the Company, any affiliate of the Company or any
director or officer of the Company.  Following the acquisition, Jan Burman was
appointed Senior Regional Director.  The Lazarus Burman Properties will
continue to be used for bulk warehouse and light industrial use under the
existing lease terms.

     In connection with the Lazarus Burman Acquisition, the Company, through
First Industrial, L.P. assumed existing indebtedness under two mortgage loans
with Patomi Realty Co. and Smithkline Beecham Clinical Laboratories, Inc.
totaling $3.8 million and $.7 million, respectively, issued Units with an
aggregate value of $47.9 million and borrowed $86.4 million under the Company's
$200 million unsecured revolving credit facility with a group of banks for
which First National Bank of Chicago and Union Bank of Switzerland act as
agents (the "1996 Acquisition Facility").  The $3.8 million  mortgage loan
bears interest at 10%.  The $.7 million mortgage loan is interest free until
February 1998 at which time the mortgage loan bears interest at 8%.  The $86.4
million borrowed under the Company's 1996 Acquisition Facility currently bears
interest at LIBOR plus 1.10%.


                             ITEM 5.  OTHER EVENTS

     Since the filing of the Company's Form 8-K/A No. 1 dated March 20, 1996,
the Company acquired 65 industrial properties and four land parcels for future
development from unrelated parties during the period April 11, 1996 through
January 9, 1997, the closing date of the last property acquired.  The combined
purchase price for these properties and land parcels totaled approximately
$146.2 million, excluding development costs incurred subsequent to the
acquisition of the land parcels and closings costs incurred in conjunction with
the acquisition of the properties and the land parcels.  The 65 properties and
four land parcels acquired are described below and were funded with working
capital, proceeds from a public offering of 5,750,000 shares of common stock,
the issuance of Units and borrowings under the Company's $150 million secured
revolving credit facility (the "1994 Acquisition  Facility") or the 1996
Acquisition Facility, which replaced the 1994 Acquisition Facility on December
16, 1996.  The Company has continued the pre-acquisition uses of the properties.
With respect to the properties currently under development, the Company
intends to operate the facilities as industrial rental property.

     -    On June 19, 1996, the Company purchased a 327,997 square foot
          bulk warehouse property located in Indianapolis, Indiana for
          approximately $5.6 million.  The property was purchased from the
          Cummins Engine Company, Inc.

     -    On June 25, 1996, the Company purchased a 78,000 square foot
          light industrial property located in Milwaukee, Wisconsin.  The
          purchase price for the property was approximately $2.5 million.  The
          property was purchased from Stowell Industries, Inc.

     -    On June 26, 1996, the Company purchased a 78,029 square foot
          light industrial property located in Chaska, Minnesota.  The purchase
          price for the property was approximately $2.7 million.  The property
          was purchased from Aeration Industries International, Inc.  This
          property was owner occupied prior to purchase.


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     -    On June 28, 1996, the Company purchased four light industrial
          properties totaling 180,000 square feet located in Dayton, Ohio.  The
          purchase price for the properties was approximately $5.0 million
          which was funded with $3.0 million in cash and 84,500 Units valued at
          approximately $2.0 million in the aggregate.  The properties were
          purchased from Trotwood Industrial Park.

     -    On July 9, 1996, the Company purchased a 125,950 square foot
          bulk warehouse property located in Bloomington, Minnesota for
          approximately $3.5 million.  The property was purchased from Bethany
          Corporation, Ltd.

     -    On July 10, 1996, the Company purchased for approximately $2.7
          million, approximately 10.7 acres of land in Detroit, Michigan where
          a 140,365 square foot bulk warehouse facility is currently under
          construction.  The land was purchased from Hygrade Food Products
          Company.

     -    On July 24, 1996, the Company purchased a 70,560 square foot
          light industrial property located in Indianapolis, Indiana.  The
          purchase price for the property was approximately $1.4 million.  The
          property was purchased from Pin Oak Properties, L.P.

     -    On August 16, 1996, the Company purchased a 42,300 square foot
          light industrial property located in Plymouth Township, Michigan.
          The purchase price for the property was approximately $1.7 million.
          The property was purchased from Chris A. Kindred and Patti R.
          Kindred.  This property was owner occupied prior to purchase.

     -    On September 12, 1996, the Company purchased a 84,000 square
          foot light industrial property located in Dayton, Ohio.  The purchase
          price for the property was approximately $1.8 million which was
          funded with $1.1 million in cash and 29,056 Units valued at
          approximately $.7 million.  The property was purchased from Trotwood
          Industrial Park.

     -    On September 30, 1996, the Company purchased for approximately
          $7.8 million approximately 11.3 acres of land in Minneapolis,
          Minnesota which included a partially completed 172,800 square foot
          bulk warehouse.  The Company is continuing the construction of this
          bulk warehouse.  The land and partially completed bulk warehouse was
          purchased from Ryan Construction Company of Minnesota, Inc.

     -    On September 30, 1996, the Company purchased a 97,770 square
          foot light industrial property located in Plymouth, Minnesota.  The
          purchase price of the property was approximately $3.0 million.  The
          property was purchased from Greenland Investment Company.

     -    On September 30, 1996, the Company purchased a 83,189 square
          foot light industrial property located in Eden Prairie, Minnesota.
          The purchase price of the property was approximately $3.5 million.
          The property was purchased from CB Institutional Fund VIII.

     -    On September 30, 1996, the Company purchased two bulk warehouse
          properties totaling 1,110,300 square feet in Columbus, Ohio for
          approximately $21.8 million which was funded with $11.3 million in
          cash, incurrence of $9.9 million in Promissory Notes bearing interest
          at 8%, and 24,789 Units valued at $.6 million in the aggregate.  The
          properties were purchased from Lockborne Industrial Associates and
          Groveport Road Associates.

     -    On October 4, 1996, the Company purchased a 187,777 square foot
          light industrial property located in Eden Prairie, Minnesota.  The
          purchase price for the property was approximately $7.5 million.  The
          property was purchased from Grandchildren's Realty Alternative
          Management Program I Limited Partnership.  This property was owner
          occupied prior to purchase.

     -    On October 8, 1996, the Company purchased a 102,500 square foot
          light industrial property located in Cleveland, Ohio.  The purchase
          price for the property was approximately $3.7 million.  The property
          was purchased from Koenig Properties.  This property was owner
          occupied prior to purchase.

     -    On October 28, 1996, the Company purchased three bulk warehouse
          properties totaling 538,811 square feet located in Portland,
          Tennessee for approximately $12.8 million.  The properties were
          purchased from Wanda and Larry Collins.

                                      2
   4

     -    On October 28, 1996, the Company purchased a 51,960 square foot
          light industrial property located in Wauwatosa, Wisconsin.  The
          purchase price for the property was approximately $2.0 million.  The
          property was purchased from Harvey Property Associates.

     -    On October 30, 1996, the Company purchased five light
          industrial properties totaling 295,400 square feet located in
          Indianapolis, Indiana.  The aggregate purchase price for the
          properties was approximately $7.9 million.  The properties were
          purchased from Kern County Employees' Retirement Association.

     -    On October 31, 1996, the Company purchased for approximately
          $.1 million approximately 1  acre of land in Indianapolis, Indiana
          where a 10,000 square foot bulk warehouse is currently under
          construction.  The land was purchased from Shadeland Associates
          Limited Partnership.

     -    On November 14, 1996, the Company purchased 23 bulk warehouse
          properties totaling 654,095 square feet located in Romulus, Michigan
          for approximately $19.7 million which was funded with $11.2 in cash
          and 325,068 Units valued at $8.5 million in the aggregate.  The
          properties were purchased from the Highland Industrial Development
          Company.

     -    On December 2, 1996, the Company purchased two light industrial
          properties totaling 150,536 square feet in Atlanta, Georgia.  The
          aggregate purchase price for these properties was approximately $3.5
          million.  The properties were purchased from the John Hancock Realty
          Income Fund - II Limited Partnership.

     -    On December 13, 1996, the Company purchased for approximately
          $.5 million approximately 7.8  acres of land in suburban Cincinnati,
          Ohio where a 112,500 square foot light industrial warehouse is
          currently under construction.  The land was purchased from A.L.
          Neyer, Inc.

     -    On December 18, 1996, the Company purchased two light
          industrial properties totaling 125,000 square feet in St. Louis,
          Missouri.  The aggregate purchase price for these properties was
          approximately $2.7 million.  The properties were purchased from the
          McDonnell Douglas Corporation.  These properties were owner occupied
          prior to purchase.

     -    On December 24, 1996, the Company purchased five light
          industrial properties totaling 111,375 square feet in Cincinnati,
          Ohio.  The aggregate purchase price for these properties was
          approximately $3.1 million.  The properties were purchased from the
          Equitable Life Assurance Society of the United States.

     -    On December 24, 1996, the Company purchased two light
          industrial properties totaling 72,239 square feet in Eden Prairie,
          Minnesota.  The aggregate purchase price for these properties was
          approximately $2.6 million.  The properties were purchased from the
          Equitable Life Assurance Society of the United States.

     -    On December 31, 1996, the Company purchased a 48,000 square
          foot bulk warehouse property located in Atlanta, Georgia for
          approximately $1.0 million.  The property was purchased from Gary
          Leeman.  This property was owner occupied prior to purchase.

     -    On December 31, 1996, the Company purchased two bulk warehouse
          properties totaling 409,119 square feet located in Atlanta, Georgia
          for approximately $6.6 million.  The properties were purchased from
          the Equitable Life Assurance Society of the United States.

     -    On December 31, 1996, the Company purchased an 80,000 square
          foot light industrial property located in Minneapolis, Minnesota.
          The purchase price for the property was approximately $2.4 million.
          The property was purchased from the Valley Industrial Center 3
          Limited Partnership.

     -    On January 9,  1997, the Company purchased a 482,400 square
          foot bulk warehouse property located in Indianapolis, Indiana for
          approximately $7.1 million.  The property was purchased from 4430
          Airport Associated, Limited Partnership.

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                   ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial Statements:

     *   Combined Historical Statements of Revenues and Certain  Expenses for
         the 1996 and 1997 Acquisition Properties - Unaudited.

     *   Combined Historical Statements of Revenues and Certain Expenses for the
         Acquisition Properties and Notes thereto with Independent Accountants'
         Report thereon dated February 11, 1997.

         Combined Historical Statement of Revenues and Certain Expenses for
         the Lazarus Burman Properties and Notes thereto with Independent
         Accountants' Report thereon dated March 26, 1997.



(b)      Pro Forma Financial Information:

         Pro Forma Statement of Operations for the Twelve Months Ended December
         31 1996

     *   Pro Forma Statement of Operations for the Twelve Months Ended December
         31, 1995




(c).  Exhibits.


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


     *   Previously Filed

                                      4
   6


                         INDEX TO FINANCIAL STATEMENTS


                                                                PAGE
                                                            

LAZARUS BURMAN PROPERTIES

   Report of Independent
   Accountants..........................................         6

   Combined Historical Statement of Revenues and
   Certain Expenses for the Twelve Months Ended
   December 31, 1996....................................         7

   Notes to Combined Historical Statement of Revenues 
   and Certain Expenses.................................         8



PRO FORMA FINANCIAL INFORMATION


  Pro Forma Statement of Operations for the Twelve 
  Months Ended December 31, 1996........................        9-10

  Notes to Pro Forma Financial Statement................       11-12

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   7




                       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  Lazarus Burman Properties as described in
Note 1 for the year ended December 31, 1996.  This financial statement is the
responsibility of the Lazarus Burman 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 of First Industrial Realty Trust, Inc. and is not intended to be a
complete presentation of the Lazarus Burman 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 Lazarus
Burman Properties for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.








                                        COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 26, 1997

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   8


                           LAZARUS BURMAN PROPERTIES
         COMBINED HISTORICAL STATEMENT OF REVENUES AND CERTAIN EXPENSES
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996
                             (DOLLARS IN THOUSANDS)




                                                        
Revenues:
  Rental Income.......................................    $18,606
  Tenant Recoveries and Other Income.................       4,636
                                                          -------
    Total Revenues...................................      23,242
                                                          -------  
Expenses:
  Real Estate Taxes..................................       4,767
  Repairs and Maintenance............................       1,477
  Property Management................................         732
  Utilities..........................................         959
  Insurance..........................................         275
  Other..............................................         457
                                                          -------
    Total Expenses...................................       8,667
                                                          -------
Revenues in Excess of Certain Expenses...............     $14,575
                                                          =======
The accompanying notes are an integral part of the financial statements. 7 9 LAZARUS BURMAN PROPERTIES BURMAN PROPERTIES NOTES TO COMBINED HISTORICAL STATEMENT OF REVENUES AND CERTAIN EXPENSES (DOLLARS IN THOUSANDS) 1. BASIS OF PRESENTATION. The Combined Historical Statement of Revenues and Certain Expenses (the "Statement") combine the results of operations of 39 properties acquired by First Industrial Realty Trust, Inc. and its subsidiaries (the "Company") on January 31, 1997 (the "Lazarus Burman Properties"). The Lazarus Burman Properties were acquired for an aggregate purchase price of approximately $138.8 million.
METROPOLITAN AREA SQUARE DATE RENTAL - ----------------- # OF FEET DATE HISTORY PROPERTIES (UNAUDITED) ACQUIRED COMMENCED ------------------------ -------- --------- Fairfield, NJ 1 106,184 January 31, 1997 January 1, 1996 Long Island, NY 38 2,627,230 January 31, 1997 January 1, 1996 ------------------------- 39 2,733,414 =========================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The Statement excludes certain expenses such as interest, depreciation and amortization, professional fees, and other costs not directly related to the future operations of the Lazarus Burman 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 Statement, 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 Statement has 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. 3. FUTURE RENTAL REVENUES The Lazarus Burman 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, 1996 are approximately as follows: 1997 $18,357 1998 16,306 1999 11,949 2000 8,988 2001 5,966 Thereafter 16,941 ------- Total $78,507 =======
8 10 FIRST INDUSTRIAL REALTY TRUST, INC. PRO FORMA STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
First Industrial First Other 1996 1997 Realty Highland Acquisition Acquisition Acquisition Acquisition Trust, Inc. Properties Properties Properties Properties Property Subtotal (Historical) (Historical) (Historical) (Historical) (Historical) (Historical) Carry Note 2 (a) Note 2 (b) Note 2 (c) Note 2 (d) Note 2 (e) Note 2 (f) Forward -------------- ------------ ------------ ------------ ------------ ------------ ------- REVENUES: Rental Income.................... $109,113 $1,915 $1,029 $2,893 $7,601 $ 948 $123,499 Tenant Recoveries and Other Income................... 30,942 182 218 469 944 210 32,965 -------- ------ ---- ------ ------ ------- -------- Total Revenues............... 140,055 2,097 1,247 3,362 8,545 1,158 156,464 -------- ------ ---- ------ ------ ------- -------- EXPENSES: Real Estate Taxes................ 23,371 213 237 519 1,283 167 25,790 Repairs and Maintenance.......... 5,408 134 45 139 539 62 6,327 Property Management.............. 5,067 86 40 109 354 30 5,686 Utilities........................ 3,582 189 21 68 30 135 4,025 Insurance........................ 877 28 14 44 65 --- 1,028 Other............................ 919 --- --- --- 2 --- 921 General and Administrative....... 4,018 --- --- --- --- --- 4,018 Interest Expense................. 28,954 --- --- --- --- --- 28,954 Amortization of Interest Rate Protection agreements and Deferred Financing Costs....... 3,286 --- --- --- --- --- 3,286 Depreciation and Other Amortization................... 28,049 --- --- --- --- --- 28,049 -------- ------ ---- ------ ------ ------- -------- Total Expenses............... 103,531 650 357 879 2,273 394 108,084 -------- ------ ---- ------ ------ ------- -------- Income Before Gain on Sales of Properties, Minority Interest and Extraordinary Item........... 36,524 1,447 890 2,483 6,272 764 48,380 Gain on Sales of Properties........ 4,344 --- --- --- --- --- 4,344 -------- ------ ---- ------ ------ ------- -------- Income Before Minority Interest and Extraordinary Item............................. 40,868 1,447 890 2,483 6,272 764 52,724 Income Allocated to Minority Interest......................... (2,931) --- --- --- --- --- (2,931) -------- ------ ---- ------ ------ ------- -------- Income Before Extraordinary Item............................. 37,937 $1,447 $890 $2,483 $6,272 $ 764 $49,793 -------- ====== ==== ====== ====== ======= ======= Preferred Stock Dividends (3,919) -------- Income Before Extraordinary Item Available to Common Shareholders..................... $ 34,018 ======== Income Before Extraordinary Item Per Weighted Average Common Share Outstanding (24,755,953 as of December 31, 1996).............. $ 1.37 ======== Pro Forma Income Before Extraordinary Item Per Weighted Average Common Share Outstanding (29,890,106 as of December 31,1996, pro forma) ..
The accompanying notes are an integral part of the pro forma financial statement. 9 11 FIRST INDUSTRIAL REALTY TRUST, INC. PRO FORMA STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Lazarus First Burman Industrial Subtotal Properties Pro Forma Realty Trust, Carry (Historical) Adjustments Inc. Forward Note 2 (g) Note 2 (h) Pro Forma ------------- -------------- ----------- -------------- REVENUES: Rental Income................. $123,499 $18,606 $ --- $142,105 Tenant Recoveries and Other Income................ 32,965 4,636 --- 37,601 ------- ------- ----------- -------- Total Revenues............ 156,464 23,242 --- 179,706 ------- ------- ----------- -------- EXPENSES: Real Estate Taxes............. 25,790 4,767 --- 30,557 Repairs and Maintenance....... 6,327 1,477 --- 7,804 Property Management........... 5,686 732 --- 6,418 Utilities..................... 4,025 959 --- 4,984 Insurance..................... 1,028 275 --- 1,303 Other......................... 921 457 --- 1,378 General and Administrative.... 4,018 --- --- 4,018 Interest Expense.............. 28,954 --- 7,400 36,354 Amortization of Interest Rate Protection Agreements and Deferred Financing Costs... 3,286 --- --- 3,286 Depreciation and Other Amortization............... 28,049 --- 5,441 33,490 ------- ------- ----------- -------- Total Expenses........... 108,084 8,667 12,841 129,592 ------- ------- ----------- -------- Income Before Gain on Sales of Properties, Minority Interest and Extraordinary Item ..... 48,380 14,575 (12,841) 50,114 Gain on Sales of Properties... 4,344 --- --- 4,344 ------- ------- ----------- -------- Income Before Minority Interest and Extraordinary Item...... 52,724 14,575 (12,841) 54,458 Income Allocated to Minority Interest.................... (2,931) --- (3,620) (6,551) ------- ------- ----------- -------- Income Before Extraordinary Item........................ $49,793 $14,575 $(16,461) 47,907 ======= ======= ======== ======= Preferred Stock Dividends (3,919) ------- Income Before Extraordinary Item Available to Common Shareholders................ $43,988 ======= Income Before Extraordinary Item Per Weighted Average Common Share Outstanding (24,755,953 as of December 31, 1996)....................... Pro Forma Income Before Extraordinary Item Per Weighted Average Common Share Outstanding (29,890,106 as of December 31, 1996, pro forma).............. $ 1.47 =======
The accompanying notes are an integral part of the pro forma financial statement. 10 12 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO PRO FORMA FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION. First Industrial Realty Trust, Inc. and 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 statement of operations for the Company reflects the historical operations of the Company for the period January 1, 1996 through December 31, 1996 and the acquisition of 28 properties (the "First Highland Properties") and 18 properties (the "Other Acquisition Properties") acquired by the Company between January 1, 1996 and April 10, 1996 which were reported on Form 8-K/A No. 1 dated March 20, 1996. The unaudited pro forma statement of operations also includes certain property acquisitions by the Company between April 11, 1996 and January 31, 1997 which are reported on this Form 8-K/A No. 1. The accompanying unaudited pro forma financial statement has been prepared based upon certain pro forma adjustments to the historical December 31, 1996 financial statements of the Company. The pro forma statement of operations for the twelve months ended December 31, 1996 has been prepared as if the properties acquired subsequent to December 31, 1995 had been acquired on either January 1, 1996 or the lease commencement date if the property was developed and as if the 5,175,000 shares of $.01 par value common stock issued on February 2, 1996 (the "February 1996 Equity Offering") and the 5,750,000 shares of $.01 par value common stock issued on October 25, 1996 (the "October 1996 Equity Offering") had been completed on January 1, 1996. The unaudited pro forma financial statement is not necessarily indicative of what the Company's results of operations would have been for the twelve months ended December 31, 1996 had the properties been acquired as described above, nor do they purport to present the future results of operations of the Company. 2. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS - DECEMBER 31, 1996 (a) The historical operations reflect income from continuing operations of the Company for the period January 1, 1996 through December 31, 1996 as reported on the Company's Form 10-K dated March 27, 1997. (b) The historical operations reflect the operations of the First Highland Properties for the period January 1, 1996 through the acquisition date of these properties on March 20, 1996. (c) The historical operations reflect the operations of the Other Acquisition Properties for the period January 1, 1996 through their respective acquisition dates. (d) The historical operations reflect the operations of 14 properties acquired between April 11, 1996 and December 31, 1996 (the "Acquisition Properties"), for the period January 1, 1996 through their respective acquisition dates. (e) The historical operations reflect the operations of 43 properties acquired between April 11, 1996 and December 31, 1996 (the "1996 Acquisition Properties"), for the period January 1, 1996 through their respective acquisition dates. (f) The historical operations reflect the operations of the property acquired January 9, 1997 (the "1997 Acquisition Property"), for the period January 1, 1996 through December 31, 1996. (g) The historical operations reflect the operations of the 39 properties acquired on January 31, 1997 (the "Lazarus Burman Properties") for the period January 1, 1996 through December 31, 1996. 11 13 FIRST INDUSTRIAL REALTY TRUST, INC. NOTES TO PRO FORMA FINANCIAL STATEMENTS (h) In connection with the First Highland Properties acquisition, the Company assumed two mortgage loans totaling $9.4 million (the "Assumed Indebtedness") and also entered into a new mortgage loan in the amount of $36.8 million ( the "New Indebtedness"). The interest expense adjustment reflects interest on the Assumed Indebtedness and the New Indebtedness as if such indebtedness was outstanding beginning January 1, 1996. In connection with the Lazarus Burman Properties acquisition, the Company assumed two mortgage loans totaling $4.5 million (the "Lazarus Burman Mortgage Loans"). The interest expense adjustment reflects interest on the Lazarus Burman Mortgage Loans as if such indebtedness was outstanding beginning January 1, 1996. The interest expense adjustment reflects an increase in the acquisition facility borrowings (at the 30-day London Interbank Offered Rate ("LIBOR") plus 2%) for the assumed earlier purchase of the Other Acquisition Properties offset by the related interest savings related to the assumed repayment of $59.4 million of acquisition facility borrowings on January 1, 1996 from the proceeds of the February 1996 Equity Offering. The interest expense adjustment reflects an increase in the acquisition facility borrowings (at LIBOR plus 2%) for borrowings under the Company's $150 million secured revolving credit facility (the "1994 Acquisition Facility") or LIBOR plus 1.1% for borrowings under the Company's $200 million unsecured revolving credit facility (the "1996 Acquisition Facility") for the assumed earlier purchase of the Acquisition Properties, the 1996 Acquisition Properties, the 1997 Acquisition Property, and the Lazarus Burman Properties, offset by the related interest savings related to the assumed repayment of $84.2 million of acquisition facility borrowings on January 1, 1996 from the proceeds of the October 1996 Equity Offering. The depreciation and amortization adjustment reflects the charges for the First Highland Properties, the Other Acquisition Properties, the Acquisition Properties, the 1996 Acquisition Properties, the 1997 Acquisition Property and the Lazarus Burman Properties from January 1, 1996 through the earlier of their respective acquisition date or December 31, 1996. Income allocated to minority interest reflects income attributable to units in First Industrial, L.P. owned by unitholders other than the Company. The minority interest adjustment reflects a 12.03% minority interest for the year ended December 31, 1996. 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, 1996 and to reflect the earlier completion of the February 1996 Equity Offering and the October 1996 Equity Offering as of January 1, 1996. 12 14 SIGNATURE --------- 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, thereunto duly authorized. FIRST INDUSTRIAL REALTY TRUST, INC. April 8, 1997 By: /s/ Michael J. Havala --------------------- Michael J. Havala Chief Financial Officer (Principal Financial and Accounting Officer) 13 15 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 23 Consent of Coopers & Lybrand L.L.P., Independent Accountants 14
   1




                                                                      EXHIBIT 23



                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We consent to the inclusion in this Form 8-K/A No.1 dated February 12,
1997 and the incorporation by reference into the Registrant's five previously
filed Registration Statements on Form S-3 (File Nos. 33-95190, 333-03999,
333-13225, 333-21873 and 333-21887), and the Registrant's previously filed
Registration Statement on Form S-8 (File No. 33-95188) of our report dated
March 26, 1997, on our audit of the combined historical statement of revenues
and certain expenses of the Lazarus Burman Properties for the year ended
December 31, 1996.










                                     COOPERS & LYBRAND L.L.P.


Chicago, Illinois
April 8, 1997