First Industrial Realty Trust Inc. 8K - 12/19/05
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
December
19, 2005
Date
of
Report (Date of earliest event reported)
FIRST
INDUSTRIAL REALTY TRUST, INC.
(Exact
name of registrant as specified in its charter)
|
Maryland
|
1-13102
|
36-3935116
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
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
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
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
8.01 Other
Items.
The
errors described below will have no impact on the consolidated financial
statements of First Industrial Realty Trust, Inc. (the “Company”) (NYSE:
FR) and do not constitute a material weakness in the internal control over
financial reporting of the Company.
On
December 19, 2005, management and the audit committee of First Industrial,
L.P. (the “Operating Partnership”), of which the Company is the general partner,
determined that the Operating Partnership’s consolidated balance sheet as of
December 31, 2004 and consolidated statement of changes in partners’ capital for
the year then ended contained in its annual report on Form 10-K for the year
then ended and its consolidated balance sheets as of March 31, 2005, June 30,
2005 and September 30, 2005 contained in its quarterly reports on Form 10-Q
for
the periods ended on such dates should no longer be relied upon and should
be
restated because of errors in such financial statements related to its recording
of General Partner Unit and General Partner Preferred Unit account dollar
balances.
The
Operating Partnership is filing a current report on Form 8-K substantially
contemporaneously herewith relating to such errors and restatements that
includes the conclusion of management of the Operating Partnership that, as
of
December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005, the
Operating Partnership did not maintain effective controls over the accuracy,
presentation, monitoring and review of its General Partner Unit and General
Partner Preferred Unit account dollar balances and that this control deficiency
constituted at such times a material weakness in the Operating Partnership’s
internal control over financial reporting as defined in Auditing Standard No.
2,
“An Audit of Internal Control Over Financial Reporting Performed in Conjunction
with an Audit of Financial Statements.” This control deficiency will result in
the restatement of the Operating Partnership's 2004 consolidated financial
statements and the Operating Partnership's first, second and third quarter
consolidated financial statements in 2005. Management of the Operating
Partnership took immediate action upon identification of this material weakness
and reviewed the Operating Partnership's partners' capital accounts and
corrected the General Partner Preferred Unit and General Partner Unit account
dollar balances. Additionally, management implemented additional controls
to remediate this control deficiency. Management of the Operating Partnership
will assess the operating effectiveness of these new controls during the
year-end financial reporting process.
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.
FIRST INDUSTRIAL REALTY TRUST, INC.
By:
/s/
Scott A. Musil
Name: Scott A. Musil
Title:
Senior Vice President-Controller
(Principal Accounting Officer)