First Industrial Realty Trust, Inc. 8K - 05/05/06
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
May
5, 2006
Date
of
Report (Date of earliest event reported)
FIRST
INDUSTRIAL REALTY TRUST, INC.
(Exact
name of registrant as specified in its charter)
|
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)
|
(Commission
File Number)
|
(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)
(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):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
7.01. Regulation FD Disclosure.
In
connection with its annual meeting of
stockholders to
be
held on May 17, 2006 (the
“Annual Meeting”),
First
Industrial Realty Trust, Inc. (the “Company”) has included
a
proposal (the “Proposal”) in
the
proxy statement relating to such meeting (the “Proxy Statement”) requesting
that
stockholders approve
Amendment No. 1 (the “Amendment”) to
its 2001
Stock Incentive Plan (as
amended, the “Plan”). The Amendment does not increase the total number of shares
available under the Plan. As further described in the Proxy Statement, the
purpose of the Amendment is merely to increase the sub-limit under the Plan
on
shares of common stock available for grants of restricted stock and other full
value awards.
To
assist
stockholders and other interested parties in their analysis of the affect of
the
Amendment, the Company
wishes
to make the following disclosures.
The
Company wishes to note that, as disclosed in the Proxy Statement, since 2002
the
Company has used restricted stock awards exclusively as its equity incentive
award and currently does not intend to use stock options as part of future
equity incentive awards. Please
further note, however, were the Company to issue non-qualified
stock
options under the Plan in the future, it
would
issue them at a strike price equal to or greater than the
fair
market value
of the
Company’s common stock on the date of issuance.
Additionally,
it currently is, and historically has been, the Company’s practice to issue
restricted stock to employees only in the first quarter of each year.
Year-to-date 2006 and during full years 2005 and 2004, the Company issued
304,311, 200,042 and 216,617 shares of restricted stock, respectively.
As
of the years ended December 31, 2005, 2004 and 2003, the total number of shares
of common stock and operating partnership units outstanding was 51.2 million,
49.3 million and 46.6 million, respectively. Thus,
as
a percentage of total number of shares of common stock and operating partnership
units outstanding as of the last three years just ended, the Company's first
quarter 2006 and full years 2005 and 2004 issuances of restricted stock
represented 0.59%, 0.41% and 0.47%, respectively (i.e. an average of less than
half a percent).
Management
of the Company believes that the use of restricted stock is an important tool
in
compensating, retaining and recruiting highly talented professionals. Management
is also keenly aware of stockholders' interests regarding the issuance of equity
based compensation and believes that the Company’s practices are
prudent.
Georgeson
Shareholder Services, Inc. (“Georgeson”) acts as the Company’s proxy solicitor
at a cost of $7,000, plus reasonable out-of-pocket expenses including a
telephone solicitation campaign approved by the Company.
The
information furnished in this report under this Item 7.01 shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference to
such filing.
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: Chief Accounting Officer
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(Principal Accounting
Officer)
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Date: May
5,
2006