================================================================================ 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 18, 2004 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 (Commission (I.R.S. Employer incorporation or organization) file number) 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) ================================================================================ Item 5. Other Events Attached as Exhibit 99.1 to this Form 8-K is the ratio of earnings to fixed charges and preferred stock dividends for the three months ended March 31, 2004. 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. FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Michael J. Havala ---------------------------- Name: Michael J. Havala Title: Chief Financial Officer Date: May 18, 2004 EXHIBIT INDEX Number Description ------ ----------- 99.1 Ratio of Earnings to Fixed Charges and Preferred Stock Dividends. Exhibit 99.1 FIRST INDUSTRIAL REALTY TRUST, INC. RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (DOLLARS IN THOUSANDS) Three Months Ended Year Ended December 31, ----------- ------------------------------------------------------------ March 31, 2004 2003(b) 2002(b) 2001(b) 2000(b) 1999(b) ----------- ---------- ----------- ----------- ---------- ----------- Income from Continuing Operations Before Minority Interest Allocable to Continuing Operations.. $6,051 $37,237 $48,859 $99,166 $95,711 $111,373 Plus: Interest Expense and Amortization of Deferred Financing Costs..................... 24,144 97,220 92,312 84,389 85,675 81,231 ----------- ---------- ----------- ----------- ---------- ----------- Earnings Before Income Allocated to Minority Interest and Fixed Charges................... $30,195 $134,457 $141,171 $183,555 $181,386 $192,604 =========== ========== =========== =========== ========== =========== Fixed Charges and Preferred Stock Dividends....... $29,579 $118,157 $127,243 $128,917 $123,722 $119,643 =========== ========== =========== =========== ========== =========== Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (a).......................... 1.02x 1.14x 1.11x 1.42x 1.47x 1.61x =========== ========== =========== =========== ========== =========== (a) For purposes of computing the ratios of earnings to fixed charges and preferred stock dividends, earnings have been calculated by adding fixed charges (excluding capitalized interest) to income from continuing operations before minority interest allocable to continuing operations. Fixed charges consist of interest costs, whether expensed or capitalized and amortization of deferred financing costs. (b) During the three months ended March 31, 2004, the Company sold twenty industrial properties that met the criteria established by the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets" ("FAS 144") to be included in discontinued operations. At March 31, 2004, the Company also owned two industrial properties classified as held for sale that met the criteria established by FAS 144 to be included in discontinued operations. In accordance with FAS 144, the results of operations of the twenty industrial properties sold during the three months ended March 31, 2004 and the two industrial properties held for sale at March 31, 2004 are included in discontinued operations. Income from continuing operations for the years ended December 31, 1999 through 2003 reported in the table above has been restated to reflect the reclassification of the net income attributable to these properties from continuing operations to discontinued operations. As a result, income from continuing operations and ratio of earnings to fixed charges and preferred stock dividends reported in the table above will not agree to the income from continuing operations and ratio of earnings to fixed charges and preferred stock dividends reported in the Company's 2003 Form 10-K.