UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 2002.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________ to __________
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Commission File Number 1-13102
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A. Full title of the Plan:
FIRST INDUSTRIAL, L.P.
401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
FIRST INDUSTRIAL REALTY TRUST, INC.
311 S. Wacker Drive, Suite 4000, Chicago, Illinois 60606
REQUIRED INFORMATION
FINANCIAL STATEMENTS:
Item 4. Plan financial statements and schedules prepared in accordance with the
financial reporting requirements of the Employee Retirement Income Security Act
of 1974 ("ERISA") are attached hereto. Such financial statements and schedules
are included in this Report in lieu of the information required by Items 1-3 of
Form 11-K.
FIRST INDUSTRIAL, L.P. 401(k) PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2002 AND 2001 AND
FOR THE YEAR ENDED DECEMBER 31, 2002
INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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PAGE(s)
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 2002 and December 31, 2001 2
Statement of Changes in Net Assets Available for Benefits,
for the Year Ended December 31, 2002 3
Notes to Financial Statements 4-8
Supplemental Schedule
Schedule H, line 4i - Schedule of Assets (Held at End of Year) as of
December 31, 2002 9
Note: Supplemental schedules required by the Employee Retirement Income
Security Act of 1974 ("ERISA") not included as part of these statements
are not applicable to the First Industrial, L.P. 401(k) Plan.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
First Industrial, L.P. 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of First Industrial, L.P. 401(k) Plan (the "Plan") as of December 31, 2002 and
2001, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2002. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our report dated June 21, 2002, we were unable to, and did not, express an
opinion on the statement of net assets available for benefits as of December 31,
2001 because the Plan administrator instructed us not to perform, and we did not
perform, any auditing procedures with respect to investments held by the Plan,
which was certified by Fidelity Management Trust Company, the trustee of the
Plan, except for comparing the information with the related information included
in the financial statements and supplemental schedule. As described in Note 1,
the Company amended its Plan document during 2002 to allow First Industrial
Realty Trust, Inc. common stock as an investment election to participants. As a
result, a Form 11-K is required to be filed for the first time and the statement
of net assets available for benefits as of December 31, 2001 is required to be
audited. Accordingly, our present opinion on the statement of net assets
available for benefits as of December 31, 2001, as presented herein, is
different from that expressed in our previous report.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits as of December 31,
2002 and 2001, and the changes in net assets available for benefits for the year
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule H, line
4i-Schedule of Assets (Held at End of Year) as of December 31, 2002 is presented
for the purpose of additional analysis and is not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
PriceWaterhouseCoopers LLP
Chicago, Illinois
June 26, 2003
FIRST INDUSTRIAL, L.P. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2002 AND 2001
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2002 2001
Assets:
Cash $ 24,259 $ --
Investments at fair value (see Note 3) 6,145,793 6,022,068
Participant loans 100,044 114,466
Employer contribution receivable 99,100 219,324
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Net assets available for benefits $6,369,196 $6,355,858
========== ==========
The accompanying notes are an integral part of the
financial statements.
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FIRST INDUSTRIAL, L.P. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2002
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Additions:
Additions to net assets attributed to investment income:
Interest and dividends $ 151,916
Interest from loans 9,953
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161,869
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Contributions:
Participant 1,561,223
Employer 99,100
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1,660,323
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Total additions: 1,822,192
==========
Deductions:
Deductions from net assets attributed to:
Net depreciation in fair value of investments (see Note 3) 1,021,899
Benefits paid to participants 786,103
Administrative expenses 852
----------
Total deductions: 1,808,854
==========
Net additions 13,338
Net assets available for benefits, beginning of year 6,355,858
----------
Net assets available for benefits, end of year $6,369,196
==========
The accompanying notes are an integral part of the
financial statements.
-3-
FIRST INDUSTRIAL, L.P. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
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1. PLAN DESCRIPTION
The following description of the First Industrial, L.P. 401(k) Plan (the
"Plan") is intended to provide only general information. Participants
should refer to the Plan agreement and the summary Plan description for a
more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan which was established on January
1, 1995, and is administered by First Industrial, L.P. (the "Employer").
The assets of the Plan are managed and administered under the terms of an
agreement between the Employer and the trustee, Fidelity Management Trust
Company (the "Trustee"). The Trustee is responsible for the investment of
such assets and the accounting for all related receipts and
disbursements. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
ELIGIBILITY
All employees who have reached age 21 are eligible to participate in the
Plan on the first day of the month following the first 30 days of his or
her employment.
CONTRIBUTIONS
Each year, participants may contribute up to 15 percent of pretax annual
compensation, as defined in the Plan. Participant contributions may also
include rollovers, which represent transfers of participant account
balances previously held in the former employer's qualified plans.
Each year, the Employer will determine the amount, if any, which will be
contributed to the Plan, however participant contributions in excess of
6% of pretax annual compensation, as defined in the Plan, are not matched
by the Employer. The participant must be employed as of the last day of
the Plan year to be eligible for any matching contributions made for that
Plan year.
In no event shall the contributions credited to a participant's account
for any Plan year, either separately or when combined with the Employer
contributions, exceed the allowable deduction for federal income tax
purposes.
PARTICIPANT ACCOUNTS
Each participant's account is credited with that participant's
contributions and allocations of a) the Employer contribution, if any,
and b) Plan earnings. Allocations are based on participant's earnings or
account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
vested account. The net investment gain or loss for each of the
investment assets is allocated daily to each participant's elective
accounts in the proportion to which each such account bears to the total
of all such asset accounts.
VESTING
All participant and Employer contributions and earnings thereon are fully
and immediately vested.
PARTICIPANT LOANS
Within the limits of Internal Revenue Service ("IRS") regulations, which
change from time-to-time, a loan may be requested for any reason by a
participant. The loan must be approved by the Plan administrator.
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FIRST INDUSTRIAL, L.P. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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The minimum loan is $1,000. The maximum loan is generally limited to the
lesser of:
(1) 50% of the participant's vested account balance, or
(2) $50,000, minus the highest outstanding loan balance in the prior
12 months.
The loan repayment period is set at a maximum of 5 years except in the
case of a loan for the purpose of acquiring a principal residence, in
which case the loan may be repaid over 10 years. Participants may only
have one loan outstanding at any time. The Plan administrator sets the
rate of interest which, in general, approximates the prevailing prime
interest rate. Upon termination with the Employer, the loan is due
immediately. Outstanding loan balances may be paid off at any time while
employed by the Employer; partial payments are not permitted.
PAYMENT OF BENEFITS
Upon termination of service due to death, disability, and retirement or
due to other reasons, a participant may elect to receive a lump sum
amount equal to the value of the participant's vested interest in his/her
account or be paid in periodic payments if the account balance exceeds
$5,000. If a participant terminated employment and the account balance is
less than $5,000, a lump sum payment will be made unless the participant
chooses to make a direct rollover into another eligible retirement plan.
The participant is required by law to receive a minimum required
distribution from the Plan, unless he/she is a 5% owner of the Employer,
no later than April 1 following the year he/she reaches 70 1/2 years old.
ADMINISTRATIVE EXPENSES
Certain professional fees and administrative expenses incurred in
connection with the Plan are paid by the Employer. Loan processing fees
are paid by the participant and deducted from their Plan assets.
SIGNIFICANT PLAN AMENDMENTS
Effective November 1, 2002, the board of directors approved the addition
of First Industrial Realty Trust, Inc. ("First Industrial") common stock
as a 401(k) investment option. First Industrial is the sole general
partner of the Employer.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Plan are prepared under the accrual
method of accounting.
VALUATION OF INVESTMENTS
Shares of registered investment companies are stated at fair value as
determined by quoted market prices, which represent the net asset value
of shares held by the Plan at year-end.
Through the collective trust fund, the Plan has entered into short and
long-term investment contracts issued by insurance companies (GICs),
investment contracts issued by commercial banks (BICs), synthetic
investment contracts, comprising underlying assets (typically
fixed-income securities or bond funds) and a "wrapper" contract issued by
a third party, and cash equivalents represented by units of a money
market portfolio. Investments in GICs, BICs and synthetic investment
contracts are valued at their estimated fair values as reported to the
Plan from the Trustee, which is equivalent to contract value representing
invested principal plus accrued interest. These investment contracts
provide for benefit responsive withdrawals at contract value including
those instances when, in connection with synthetic investment contracts,
underlying investment securities are sold to fund normal benefit payments
prior to the maturity of such contracts. There are no reserves against
contract value for credit risk of the contract issuer or otherwise. The
average yield and crediting interest rates were approximately 5.14% for
the year ended December 31, 2002.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments. Unrealized
appreciation (depreciation) in fair value of investments is the
difference between the fair value and the cost of the
-5-
FIRST INDUSTRIAL, L.P. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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investment. Purchases and sales of investments are reflected on a trade
date basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
PARTICIPANT LOANS
Participant loans are stated at amortized cost. Differences, if any, from
fair value are not considered material in relation to net assets. At
December 31, 2002 and 2001, there were no loans in default that exceeded
the participants' vested account balances.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make
estimates and assumptions that affect the reported amounts of net assets
available for benefits at the date of the financial statements and the
changes in net assets available for benefits during the reporting period
and, when applicable, disclosures of contingent assets and liabilities at
the date of the financial statements. Actual results could differ from
those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stock and mutual funds. Investment securities are exposed to various
risks, such as interest rate, market and credit risk. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it
is at least reasonably possible that changes in risks in the near term
would materially affect participants' account balances and the amounts
reported in the statements of net assets available for benefits and the
statement of changes in net assets available for benefits.
3. INVESTMENTS
The investment assets of the Plan as of December 31, 2002 and 2001 were
held, and all transactions therein were executed, by the Trustee, under
terms of the trust agreement.
-6-
FIRST INDUSTRIAL, L.P. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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Participants in the Plan may direct the Trustee to invest their account
balances in one or more of fifteen funds as well as shares of First
Industrial common stock. The following is a summary of those investments
held at December 31, 2002 and 2001 that individually exceed the 5 percent
of net assets available for benefits:
2002 2001
Fidelity Managed Income Portfolio $ 570,060 $ 433,839
Fidelity Balanced Fund 499,736 442,987
Fidelity Equity-Income Fund 557,738 592,577
Fidelity Spartan U.S. Equity Index Fund 1,029,245 1,134,314
Fidelity Dividend Growth Fund 822,894 986,159
Baron Asset Fund 455,931 469,673
Fidelity Freedom 2010 Fund 409,435 398,651
Fidelity Freedom 2020 Fund -- 328,588
Fidelity Diversified International Fund 368,882 358,993
Fidelity US Bond Index Fund 321,703 --
During 2002, the Plan's common stock and registered investment funds
(including gains and losses on investments bought and sold, as well as
held during the year) depreciated in value by $10,226 and $1,011,673,
respectively.
4. PLAN TERMINATION
Although the Employer has reserved the right to amend or terminate the
Plan, it was established with the intention that the Plan and the payment
of contributions will be indefinite. Each participant or beneficiary, as
the case may be, is entitled to receive any amounts credited to his or
her accounts in the Plan, provided, however, that the Employer is not
required to effect such distribution until written evidence of approval
of such termination and distribution has been received from the
Commissioner of the IRS. Presently, there is no intention on part of the
Employer to terminate the Plan.
-7-
FIRST INDUSTRIAL, L.P. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits at
December 31, 2002 per the financial statements to the 2002 Form 5500:
Net assets available for benefits per the financial statements $6,369,196
Claims payable (24,686)
----------
Net assets available for benefits per Form 5500 $6,344,510
==========
The following is a reconciliation of payments to the participants per the
financial statements to the Form 5500:
Payments to the participants per the financial statements $ 786,103
Add: Claims payable at December 31, 2002 24,686
Less: Claims payable at December 31, 2001 (706)
---------
Payments to the participants per Form 5500 $(810,083)
=========
6. TAX STATUS
The Plan is based on a prototype trust from the Trustee which received a
favorable determination letter with the IRS. As such, the Plan
administrator has not yet filed for a determination letter with the IRS.
The Plan administrator believes that the Plan is designed and is
currently being operated in accordance with the requirements of Section
401(a) of the Internal Revenue Code. Therefore, no provision for income
taxes has been recorded by the Plan.
7. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the
Trustee and common stock of First Industrial, the sole general partner of
the Employer. Therefore, these transactions qualify as party-in-interest
transactions.
Fees paid by the Plan for the year ended December 31, 2002 amounted to
$852. Fees paid by the employer to the Trustee for recordkeeping and
investment management services were $20,976 for the year ended December
31, 2002.
-8-
SUPPLEMENTAL SCHEDULE
FIRST INDUSTRIAL, L.P. 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER
31, 2002
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(c) DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE, RATE OF
(b) IDENTITY OF ISSUE, BORROW, LESSOR OR INTEREST, COLLATERAL, PAR, OR (e) CURRENT
(a) SIMILAR PARTY MATURITY VALUE (d) COST** VALUE
* First Industrial Realty Trust, Inc. Common Stock $ 167,844
* Fidelity Managed Income Portfolio Collective Trust 570,060
* Fidelity U.S. Bond Index Fund Registered Investment Fund 321,703
* Fidelity Balanced Fund Registered Investment Fund 499,736
* Fidelity Equity-Income Fund Registered Investment Fund 557,738
* Fidelity Real Estate Investment Portfolio Registered Investment Fund 296,558
* Fidelity Spartan U.S. Equity Index Fund Registered Investment Fund 1,029,245
* Fidelity Dividend Growth Fund Registered Investment Fund 822,894
* Baron Asset Fund Registered Investment Fund 455,931
* Fidelity Freedom Income Fund Registered Investment Fund 56,569
* Fidelity Freedom 2000 Fund Registered Investment Fund 40,337
* Fidelity Freedom 2010 Fund Registered Investment Fund 409,435
* Fidelity Freedom 2020 Fund Registered Investment Fund 265,560
* Fidelity Freedom 2030 Fund Registered Investment Fund 281,646
* Fidelity Freedom 2040 Fund Registered Investment Fund 1,655
* Fidelity Diversified International Fund Registered Investment Fund 368,882
Participant loans Loans to Participants 100,044
(maturities range from 1 to 10
years, interest rates range from
8% to 10%). -----------
$ 6,245,837
===========
* Denotes party in interest
** Cost information may be omitted with respect to participant or beneficiary
directed transactions.
-9-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustee (or other persons who administer the employee benefit plan (the "Plan
Administrator")) has duly caused this annual report to be signed by the
undersigned hereunto duly authorized.
FIRST INDUSTRIAL, L.P. 401(K) PLAN
By: FIRST INDUSTRIAL, L.P., as Plan Administrator
By: FIRST INDUSTRIAL REALTY TRUST, INC, as
sole general partner of First Industrial, L.P.
Date: June 30, 2003 By: /s/ SCOTT A. MUSIL
--------------------------------------
Scott A. Musil
Senior Vice President-Controller
(Chief Accounting Officer)
EXHIBIT INDEX
Exhibit No.
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23 Consent of PricewaterhouseCoopers LLP
99.1 Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002