View:
As filed with the Securities and Exchange Commission on May 28, 1998
Registration No. 333-
===============================================================================
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)
311 S. Wacker Drive, Suite 4000
Chicago, Illinois 60606
(312) 344-4300
(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.
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
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. / /
Exhibit 5
[LETTERHEAD OF CAHILL GORDON & REINDEL]
May 28, 1998
(212) 701-3000
First Industrial Realty Trust, Inc.
311 S. Wacker Drive
Suite 4000
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 today 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 1,112,644 shares
of common stock of the Company, par value $.01 per share (the "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 (the
"Board") 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 the Shares, having been issued as described in the
Registration Statement, consistent with those certain authorizing resolutions
set forth in the minutes of meetings of the Board held on December 3, 1996 and
December 4, 1997, the minutes of a meeting of a Special Committee of the Board
held on April 23, 1998 and the Company having received the consideration
provided for in such Special Committee minutes, such shares of Common Stock are
duly authorized by the Amended and Restated Articles of Incorporation of the
Company, legally 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 LLP, 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
Cahill Gordon & Reindel
[LETTERHEAD OF McGUIRE, WOODS,
BATTLE & BOOTHE LLP]
May 28, 1998
First Industrial Realty Trust, Inc.
311 S. Wacker Drive
Suite 4000
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 today by First
Industrial 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 1,112,644 shares
of common stock of the Company, par value $.01 per share (the "Shares").
In connection therewith, we have examined, among other things, originals or
copies, certified or otherwise identified to our satisfaction, of the Charter
and Bylaws of the Company, each as amended to date, resolutions of the Board of
Directors of the Company (the "Board") 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, and subject to the limitations and
qualifications set forth herein, it is our opinion that the Shares, having been
issued as described in the Registration Statement, consistent with those certain
authorizing resolutions set forth in the minutes of meetings of the Board held
on December 3, 1996 and December 4, 1997, the minutes of a meeting of a Special
Committee of the Board held on April 23, 1998, and the Company having received
the consideration provided for in such Special Committee minutes, are duly
authorized by the Charter of the Company, legally issued, fully paid and
non-assessable.
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.
We are attorneys admitted to practice in the State of Maryland. We express
no opinion concerning the laws of any jurisdiction other than the laws of the
United States of America and the State of Maryland.
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. 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/ MCGUIRE, WOODS, BATTLE & BOOTHE LLP
Exhibit 8
[LETTERHEAD OF CAHILL GORDON & REINDEL]
May 28, 1998
(212) 701-3000
First Industrial Realty Trust, Inc.
311 South Wacker Drive, Suite 4000
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 Statement filed by the
Company with the Securities and Exchange Commission on May 28, 1998, and
including the documents incorporated by reference therein, and the prospectus
dated May 28, 1998 (the "Registration Statement").(*) We have been asked to
provide our opinion as to 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.
The opinions set forth in this letter are based on relevant provisions of
the Code, Treasury Regulations thereunder 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 the Registration Statement and such other documents, law and facts as
we have deemed necessary. 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.
- ----------
* Capitalized terms used in this letter that are not otherwise defined herein
have the meanings ascribed to them in the Registration Statement.
These opinions also are premised on certain written representations made by
the Company and each partnership of which the Company (or any wholly owned
subsidiary of the Company) is a member 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:
(i) We are of the opinion that, 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 Statement and as set forth
in the Certificates, has enabled it to meet the requirements for qualification
as a REIT under the Code and, provided that the Company continues to satisfy the
applicable asset composition, source of income, shareholder diversification,
distribution and other requirements of the Code necessary to qualify as a REIT,
it will continue to so qualify; and
(ii) We hereby confirm the legal conclusions stated as opinions in the
Registration Statement under the heading "Federal Income Tax Considerations"
(the "Tax Section").
We express no opinion other than the opinions expressly set forth herein
and in the Tax Section (the "Opinions"). The Opinions are not binding on the
Internal Revenue Service (the "IRS") and the IRS may disagree with the Opinions.
Although we believe that the Opinions would be sustained if challenged, there
can be no assurance that this will be the case. The Opinions 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 and in the
Tax Section to be materially and adversely different from that described above
and in the Tax Section. In addition, any variation in the facts from those set
forth in the Registration Statement, the representations contained in the
Certificates or otherwise provided to us may affect the conclusions stated in
the Opinions. 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 Statement 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, 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 such Section 7 or under the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of First Industrial Realty Trust, Inc. on Form S-3 of our report dated February
17, 1998, on our audits of the consolidated financial statements and the
financial statement schedule of First Industrial Realty Trust, Inc. (the
"Company") as of December 31, 1997 and 1996, and for each of the three years in
the period ended December 31, 1997, which is included in the Company's 1997
Annual Report on Form 10-K, and our reports dated December 30, 1997, January 9,
1998, January 9, 1998 and February 17, 1998 on our audit of each of the combined
historical statement of revenues and certain expenses of the 1997 Acquisition V
Properties, the 1997 Acquisition VI Properties, the 1997 Acquisition VII
Properties and the 1997 Acquisition VIII Properties, respectively, for the year
ended December 31, 1996 which are included in the Company's Current Report on
Form 8-K filed December 23, 1997 as amended by Form 8-K/A No. 1 filed January
22, 1998 and as amended by Form 8-K/A No. 2 filed on February 26, 1998. We also
consent to the reference to our firm under the caption "Experts".
Coopers & Lybrand L.L.P.
Chicago, Illinois
May 28, 1998