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As filed with the Securities and Exchange Commission on February 14, 1997
Registration No. 333-
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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. |_|
CALCULATION OF REGISTRATION FEE
February 14, 1997
(212) 701-3000
First Industrial Realty Trust, Inc.
150 N. Wacker Drive, Suite 150
Chicago, Illinois 60606
Ladies and Gentlemen:
This opinion is being rendered in connection with the registration
statement on Form S-3 (the "Registration Statement") filed by First Industrial
Realty Trust, Inc., a Maryland corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") for registration under the Securities
Act of 1933, as amended (the "Securities Act"), of 1,633,993 shares of Common
Stock, par value $.01 per share ("Common Stock").
In connection therewith, we have examined, among other things, originals
or copies, certified or otherwise identified to our satisfaction, of the Amended
and Restated Articles of Incorporation and Bylaws of the Company, each as
amended to date, resolutions of the Board of Directors of the Company with
respect to the filing of the Registration Statement and such other documents as
we have deemed necessary or appropriate for the purpose of rendering this
opinion.
In our examination of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed photostatic or other copies. As to matters of fact, we have
relied upon representations of officers of the Company.
Based upon the foregoing examination, information supplied and
assumptions, it is our opinion that, when specifically authorized for issuance
by the Company's Board of Directors or an authorized committee thereof (an
"Authorizing Resolution") in exchange for units of limited partnership interest
in First Industrial, L.P., the actual value of which units is set forth in the
Authorizing Resolution, and when issued as described in the Registration
Statement or a prospectus supplement to the prospectus contained in the
Registration Statement which is consistent with such Authorizing Resolution, and
upon receipt by the Company of the consideration provided for in such
Authorizing Resolution, the Common Stock will be duly authorized, validly
issued, fully paid and non-assessable.
We are attorneys admitted to practice in the State of New York. We express
no opinion concerning the laws of any jurisdiction other than the laws of the
United States of America and the State of New York. With respect to matters of
Maryland law, we have relied, without independent investigation, upon the
opinion of McGuire, Woods, Battle & Boothe, L.L.P., a copy of which is attached
hereto.
We hereby consent to the reference to our firm in the Registration
Statement under the caption "Legal Matters," and to the inclusion of this
opinion as an exhibit to the Registration Statement. Our consent to such
reference does not constitute a consent under Section 7 of the Securities Act as
in consenting to such reference we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 or under the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel
February 14, 1997
First Industrial Realty Trust, Inc.
150 N. Wacker Drive, Suite 150
Chicago, Illinois 60606
Ladies and Gentlemen:
This opinion is furnished as special Maryland counsel in connection
with the registration, pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), of 1,633,993 shares of common stock, par value $.01 per share
(the "Common Stock"), of First Industrial Realty Trust, Inc., a Maryland
corporation (the "Company").
In connection with rendering this opinion, we have examined
originals or copies certified or otherwise identified to our satisfaction, of
the Articles of Amendment and Restatement of the Company, dated June 13, 1994,
and Articles of Amendment of the Company, dated June 20, 1994, and May 31, 1996,
respectively; the Amended and Restated Bylaws of the Company, as amended to
date; resolutions of the board of directors of the Company; a registration
statement on Form S-3 (the "Registration Statement"), and the prospectus
contained therein (the "Prospectus"); a Certificate of Good Standing for the
Company dated February 13, 1997, and issued by the State Department of
Assessments and Taxation of Maryland; and such other certificates, receipts,
records and documents relating to the Company and the issuance of the Common
Stock covered by the Registration Statement as we considered necessary for the
purposes of rendering this opinion. Capitalized terms used herein but not
otherwise defined herein have the respective meanings accorded such terms in the
Prospectus.
In conducting our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to originals of all documents submitted to us as copies. As
to matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
We are attorneys admitted to practice in the State of Maryland. We
express no opinion concerning the laws of any jurisdictions other than the State
of Maryland.
Based upon the foregoing, we are of the opinion that the Common
Stock, when specifically authorized for issuance by the Company's Board of
Directors or an authorized committee thereof (an "Authorizing Resolution") in
exchange for Units, the actual value of which is set forth in the Authorizing
Resolution, and when issued as described in the Registration Statement or a
prospectus supplement to the Prospectus, consistent with such Authorizing
Resolution, and upon receipt by the Company of the consideration provided for in
such Authorizing Resolution, will be duly authorized, validly issued, fully paid
and nonassessable shares of the Company's Common Stock.
First Industrial Realty Trust, Inc.
February 14, 1997
Page 2
The foregoing assumes that all requisite steps will be taken to
comply with the requirements of the Securities Act and applicable requirements
of state laws regulating the offer and sale of securities.
This opinion may be relied upon by Messrs. Cahill Gordon & Reindel
with respect to that firm's opinion to be filed as an exhibit to the
Registration Statement. In addition, we hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to our
firm under the caption "Legal Matters" in the Prospectus. Our consent to such
reference does not constitute a consent under Section 7 of the Securities Act
and in consenting to such reference we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 or under the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe, L.L.P.
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MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
Exhibit 8
February 14, 1997
(212) 701-3000
First Industrial Realty Trust, Inc.
150 North Wacker Drive, Suite 150
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as tax counsel to First Industrial Realty Trust, Inc.
(the "Company") in connection with the Form S-3 Registration Statements filed by
the Company with the Securities and Exchange Commission on February 14, 1997,
including the documents incorporated by reference therein (the "Registration
Statements").* We have been asked to provide our opinion on certain federal
income tax matters arising under the Internal Revenue Code of 1986, as amended
(the "Code"), relating to the Company's qualification for taxation as a real
estate investment trust (a "REIT") under the Code.
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* Capitalized terms used in this letter that are not otherwise defined
herein have the meanings ascribed to them in the Registration Statement.
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The opinions set forth in this letter are based on relevant
provisions of the Code, Treasury Regulations thereunder (including proposed and
temporary regulations) and interpretations of the foregoing as expressed in
court decisions and administrative determinations as of the date hereof. These
provisions and interpretations are subject to changes that might result in
modifications of our opinions.
For purposes of rendering the opinions contained in this letter, we
have reviewed (i) the Registration Statements; (ii) the Articles of
Incorporation of each of the Company, First Industrial Finance Corporation (the
"Financing Partnership Subsidiary"), First Industrial Management Corporation
(the "Mortgage Loan Properties Management Company"), First Industrial
Third-Party Management Corporation ("First Industrial Management"), First
Industrial Enterprises of Michigan, Inc. ("Damone/Andrew"), First Industrial
Pennsylvania Corporation ("First Industrial Pennsylvania"), First Industrial
Harrisburg Corporation ("First Industrial Harrisburg"), First Industrial
Securities Corporation ("First Industrial Securities"), First Industrial
Mortgage Corporation ("First Industrial Mortgage"), FR Acquisitions, Inc. ("FR
Acquisitions"), First Industrial Indianapolis Corporation ("First Industrial
Indianapolis") and FI Development Services Corporation ("First Industrial
Development"); (iii) the partnership agreement of each of First Industrial, L.P.
(the "Operating Partnership"), First Industrial Financing Partnership, L.P. (the
"Financing Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania
Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"),
First Industrial Securities, L.P. (the "Securities Partnership"), First
Industrial Mortgage Partnership, L.P. (the "Mortgage Partnership"), First
Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), First Industrial
Development Services Group, L.P. (the "Development Partnership") and FI
Development Services Group, L.P. (the "FI Development Partnership"); and (iv)
such other documents, law and facts as we have deemed necessary to render the
opinions set forth in this letter. In our review, we have assumed the
genuineness of all signatures; the proper execution of all documents; the
authenticity of all documents submitted to us as originals; the conformity to
originals of all documents submitted to us as copies; and the authenticity of
the originals of any copies.
In addition, for purposes of rendering the opinions set forth
herein, we have assumed that (i) each of the Company, the Financing Partnership
Subsidiary, the Mortgage Loan Properties Management Company, First Industrial
Management, First Industrial Pennsylvania, First Industrial Harrisburg, First
Industrial
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Securities, First Industrial Mortgage, FR Acquisitions, First Industrial
Indianapolis and First Industrial Development is a validly organized and duly
incorporated corporation under the laws of the State of Maryland; (ii)
Damone/Andrew is a validly organized and duly incorporated corporation under the
laws of the State of Michigan; and (iii) each of the Operating Partnership, the
Financing Partnership, the Pennsylvania Partnership, the Harrisburg Partnership,
the Securities Partnership, the Mortgage Partnership, the Indianapolis
Partnership, the Development Partnership and the FI Development Partnership is a
duly organized and validly existing limited partnership subject to the Delaware
Revised Uniform Limited Partnership Act.
These opinions also are premised on certain written representations
made by (i) the Company, both in its capacity as a corporate entity and as
general partner of the Operating Partnership; (ii) the Financing Partnership
Subsidiary in its capacity as general partner of the Financing Partnership;
(iii) First Industrial Pennsylvania in its capacity as general partner of the
Pennsylvania Partnership; (iv) First Industrial Harrisburg in its capacity as
general partner of the Harrisburg Partnership; (v) First Industrial Securities
in its capacity as general partner of the Securities Partnership; (vi) First
Industrial Mortgage in its capacity as general partner of the Mortgage
Partnership; (vii) First Industrial Indianapolis in its capacity as general
partner of the Indianapolis Partnership; and (viii) First Industrial Development
in its capacity as general partner of the Development Partnership and the FI
Development Partnership, in certificates dated the date hereof (the
"Certificates"). For purposes of our opinions, we have not made an independent
investigation of the representations contained in the Certificates, and
consequently we have relied on the representations therein that the information
contained in the Certificates or otherwise furnished to us accurately describes
all material facts relevant to our opinions.
Based upon and subject to the foregoing, we are of the opinion that:
(i) Commencing with the Company's taxable year ended on December 31,
1994, the Company has been organized in conformity with the requirements for
qualification as a REIT under the Code, and the Company's method of operation,
as described in the Registration Statements and as set forth in the
Certificates, will enable it to meet the requirements for qualification and
taxation as a REIT, provided that the Company continues to satisfy the
applicable asset composition, source of income, shareholder
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diversification, distribution, recordkeeping and other requirements of the
Code necessary for a corporation to qualify as a REIT; and
(ii) The information in the Registration Statements under the
heading "Certain Federal Income Tax Considerations", to the extent that such
information constitutes conclusions of law, has been reviewed by us and is
correct in all material respects.
We express no opinion with respect to the matters described herein
or in the Registration Statements other than those expressly set forth herein.
Our opinions are not binding on the Internal Revenue Service (the "IRS") and the
IRS may disagree with the opinions contained herein. Although we believe that
our opinions would be sustained if challenged, there can be no assurance that
this will be the case. The opinions expressed herein are based upon the law as
it currently exists. Consequently, future changes in the law may cause the
federal income tax treatment of the matters referred to herein to be materially
and adversely different from that described above. In addition, any variation in
the facts from those set forth in the Registration Statements, the
representations contained in the Certificates or otherwise provided to us may
affect the conclusions stated herein. Moreover, the Company's qualification and
taxation as a REIT depend upon the Company's ability to meet, through actual
annual operating results, distribution levels, diversity of stock ownership and
various other qualification tests imposed under the Code, none of which will be
reviewed by us. Accordingly, no assurance can be given that the actual results
of the Company's operations for any taxable year will satisfy the requirements
for the Company to maintain its qualification as a REIT.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements and to the reference to our firm therein as counsel to
the Company. Our consent to such reference does not constitute a consent under
Section 7 of the Securities Act of 1933, as amended, as in consenting to such
reference we have not certified any part of the Registration Statements and do
not otherwise come within the categories of persons whose consent is required
under such Section 7 or under the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel
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Cahill Gordon & Reindel
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
Industrial 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 filed May
17, 1996, and our report dated February 11, 1997 on our audit of the combined
historical statement of revenues and certain expenses of the Acquisition
Properties which is included in the Form 8-K filed February 12, 1997. We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P
Chicago, Illinois
February 14, 1997