================================================================================ 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 7. Financial Statements and Exhibits (c) Exhibits Number Description ------ ----------- 1.1 Underwriting Agreement, dated May 18, 2004, relating to 50,000 depositary shares, each representing 1/100 of a share of the Series F Flexible Cumulative Redeemable Preferred Stock (Five-Year Initial Fixed Rate Period), and 25,000 depositary shares, each representing 1/100 of a share of the Series G Flexible Cumulative Redeemable Preferred Stock (Ten-Year Initial Fixed Rate Period), by and among Lehman Brothers Inc., Credit Suisse First Boston LLC, Wachovia Capital Markets, LLC and BB&T Capital Markets, a division of Scott & Stringfellow, Inc., First Industrial Realty Trust, Inc. (the "Company") and First Industrial, L.P. (the "Operating Partnership"). 1.2 Remarketing Agreement, dated May 27, 2004, relating to 50,000 depositary shares, each representing 1/100 of a share of the Series F Flexible Cumulative Redeemable Preferred Stock (Five-Year Initial Fixed Rate Period), by and among Lehman Brothers Inc., the Company and the Operating Partnership. 1.3 Remarketing Agreement, dated May 27, 2004, relating to 25,000 depositary shares, each representing 1/100 of a share of the Series G Flexible Cumulative Redeemable Preferred Stock (Ten-Year Initial Fixed Rate Period), by and among Lehman Brothers Inc., the Company and the Operating Partnership. 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/ Scott A. Musil ---------------------------------- Name: Scott A. Musil Title: Senior Vice President and Controller Date: May 27, 2004