First Industrial Realty Trust, Inc. Form 8K dated 1-10-2006
UNITED
STATES
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
January
10, 2006
Date
of
Report (Date of earliest event reported)
FIRST
INDUSTRIAL REALTY TRUST, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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1-13102
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36-3935116
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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311
S. Wacker Drive, Suite 4000
Chicago,
Illinois 60606
(Address
of principal executive offices, zip code)
(312) 344-4300
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
January 10, 2006, First Industrial Realty Trust, Inc. (the “Company”) and First
Industrial, L.P. (the “Operating Partnership”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Wachovia Capital Markets, LLC,
Credit Suisse First Boston LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as underwriters and as representatives of several other
underwriters listed therein (collectively, the “Underwriters”) pursuant to which
the Company agreed to issue, and the Underwriters agreed to purchase, 6,000,000
Depositary Shares (the “Depositary Shares”), each representing 1/10,000 of a
share of the Company’s 7.25% Series J Cumulative Redeemable Preferred Stock (the
“Preferred Shares”), $.01 par value, in a public offering at an offering price
of $25.00 per Depositary Share. The proportionate liquidation preference of
each
Depositary Share is $25.00. The offering of the Depositary Shares was
consummated on January 13, 2006 and the proceeds therefrom were used in
connection with the redemption of all of the outstanding shares of the Company’s
Series I Flexible Cumulative Redeemable Preferred Stock (the “Series I Preferred
Stock”).
Dividends
on the Preferred Shares represented by the Depositary Shares will be cumulative
from (and including) the date of original issuance and will be payable quarterly
in arrears, commencing on March 31, 2006, at the rate of 7.25% of the
liquidation preference per year (equivalent to $1.8125 per Depositary Share
per
year). However, during any period that both (i) the Depositary Shares are not
listed on the New York Stock Exchange (“NYSE”) or the American Stock Exchange
(“AMEX”), or quoted on the National Association of Securities Dealers Automatic
Quotation System (“NASDAQ”), and (ii) the Company is not subject to the
reporting requirements of the Securities and Exchange Act of 1934 (the “Exchange
Act”), but the Preferred Shares are outstanding, the Company will increase the
cash dividend payable on the Preferred Shares to a rate of 8.25% of the
liquidation preference per year (equivalent to $2.0625 per Depositary Share
per
year).
If
at any
time both (i) the Depositary Shares cease to be listed on the NYSE or the AMEX,
or quoted on NASDAQ, and (ii) the Company ceases to be subject to the reporting
requirements of the Exchange Act, but the Preferred Shares are outstanding,
then
the Preferred Shares will be redeemable in whole but not in part at the
Company’s option, within 90 days of the date upon which the Depositary Shares
cease to be listed and the Company ceases to be subject to such reporting
requirements, at a cash redemption price of $250,000 per Preferred Share
(equivalent to $25.00 per Depositary Share), plus all accrued and unpaid
dividends (whether or not declared) to the date of redemption.
Except
as
set forth above and in limited circumstances relating to the Company’s
qualification as a real estate investment trust, the Preferred Shares will
not
be redeemable prior to January 15, 2011. On and after January 15, 2011, at
any
time and from time to time the Preferred Shares (and, therefore the Depositary
Shares) will be redeemable in whole or in part at the Company’s option, at a
cash redemption price of $250,000 per Preferred Share (equivalent to $25.00
per
Depositary Share), plus all accrued and unpaid dividends (whether or not
declared) to the date of redemption.
Affiliates
of two of the underwriters in the offering of the Preferred Shares, Wachovia
Capital Markets, LLC, and J.P. Morgan Securities Inc., are lenders under the
Operating Partnership’s $500 million credit facility. An affiliate of Wachovia
Capital Markets, LLC was the sole purchaser of the Company's Series I Preferred
Stock in November 2005. Net proceeds from the sale of the Depositary Shares,
together with the net proceeds from the Company’s recent sale of its common
shares and the Operating Partnership’s notes, have been used for the repayment
of borrowings under the Operating Partnership’s credit facilities, the
acquisition and development of additional properties, the redemption of shares
of the Series I Preferred Stock (as described in Item 8.01 below) and/or for
general corporate purposes and, in the case of repayment of borrowings under
the
Operating Partnership’s credit facilities and redemption of the Series I
Preferred Stock, affiliates of certain of the underwriters as described above
received proceeds of the offerings.
Copies
of
the Underwriting Agreement, the Articles Supplementary for the Preferred Shares,
the Deposit Agreement relating to the Depositary Shares, and the Tenth Amended
and Restated Partnership Agreement of the Operating Partnership are filed as
Exhibits 1.1, 4.1, 10.1 and 10.2 hereto, respectively, and are incorporated
by
reference herein.
Item
2.03. Creation of a Direct Financial Obligation or an
Obligation
under an Off-Balance Sheet Arrangement of Registrant
The
information set forth in Item 1.01 is incorporated herein by reference.
Item
8.01. Other Events
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
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Exhibit
No.
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Description
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1.1
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Underwriting
Agreement dated January 10, 2006 among the Company, the Operating
Partnership, Wachovia Capital Markets, LLC, Credit Suisse First Boston
LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
underwriters and as representatives of several other underwriters
listed
therein
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4.1
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Articles
Supplementary dated January 12, 2006 relating to the Preferred
Shares
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10.1
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Deposit
Agreement dated as of January 13, 2006 by and among First Industrial
Realty Trust, Inc., Computershare Shareholder Services, Inc. and
Computershare Trust Company, N.A. and holders from time to time of
Series
J Depositary Receipts
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10.2
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Tenth
Amended and Restated Partnership Agreement of First Industrial, L.P.
dated
January 13, 2006
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SIGNATURES
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 hereunto
duly authorized.
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FIRST
INDUSTRIAL REALTY TRUST, INC.
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By:
/s/
Scott A. Musil
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Name: Scott
A. Musil
Title: Sr.
Vice President, Controller,
Treasurer
and Asst. Secretary
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Date: January
17, 2006