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 Date of earliest event reported: March 12, 2001 Date of Report: March 16, 2001 First Industrial Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-13102 36-3935116 (State or other (Commission File (I.R.S. Employer jurisdiction of organization) Number) Identification No.) 311 South Wacker Drive, Suite 4000 Chicago, Illinois 60606 (Address of principal executive offices) (Zip Code) (312) 344-4300 (Registrant's telephone number, including area code)-2- Item 5. On March 12, 2001, First Industrial Realty Trust, Inc. announced that its operating partnership, First Industrial, L.P., priced $200 million of 7.375% Senior Notes due 2011 at 99.695 percent (the "Offering"). Attached hereto as Exhibit 99 is a copy of the press release announcing the Offering. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit Number Exhibit 99 First Industrial Realty Trust, Inc. press release dated March 12, 2001. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Michael J. Havala -------------------------------------- Name: Michael J. Havala Title: Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 16, 2001 Exhibit Index Exhibit Number Exhibit 99 First Industrial Realty Trust, Inc. press release dated March 12, 2001. -5- [First Industrial Logo] FIRST INDUSTRIAL REALTY TRUST, INC. 311 South Wacker Drive Suite 4000 Chicago, Illinois 60606 FOR INQUIRIES, CONTACT: 312/344-4300 Joe Bronson Fax 312/922-6320 Vice President, Corporate Communications MEDIA RELEASE For Immediate Release FIRST INDUSTRIAL PRICES PRIVATE PLACEMENT OF $200 MILLION OF SENIOR NOTES DUE 2011 CHICAGO, March 12, 2001 - First Industrial Realty Trust, Inc. (NYSE: FR), the nation's largest provider of diversified industrial real estate, announced today that its operating partnership, First Industrial, L.P., priced $200 million of 7.375% senior notes due 2011 at 99.695 percent. A portion of the net proceeds of this issuance will be used indirectly in connection with the redemption of the First Industrial Realty Trust, Inc. Series A Cumulative Preferred Stock. The remainder of the net proceeds of this issuance will be used by First Industrial, L.P. to repay indebtedness, which it currently expects to include $100 million of its Dealer Remarketable Securities due 2011 and a portion of the amounts outstanding under its existing credit facility. -6- These notes will be offered in a private offering to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The notes will not be registered under the Securities Act of 1933, as amended, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. First Industrial Realty Trust, Inc., the nation's largest provider of diversified industrial real estate, currently owns, operates and manages 84 million square feet of industrial facilities, including developments in progress. First Industrial is committed to creating shareholder value through its I-N-D-L operating strategy, using its pure Industrial focus and its National platform to serve the Diverse facility needs of customers, while offering the expertise of full-service, Local management. This press release contains forward looking information about the Company. A number of factors could cause the Company's actual results to differ materially from those anticipated, including changes in the general economic climate, the supply of and demand for industrial properties in the Company's markets, potential environmental liabilities, interest rate levels, the availability of financing, slippage in development or lease-up schedules, tenant credit risks and higher than expected costs. For further information on these and other factors that could impact the Company and the statements contained herein, reference should be made to the Company's filings with the Securities and Exchange Commission. ###