Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 OMB APPROVAL

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Cowen, Scott S.

2. Issuer Name and Ticker or Trading Symbol
Forest City Enterprises, Inc. FCE A/FCEB

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

218 Gibson Hall, Tulane University
6823 St. Charles Avenue

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
4/15/03

(Street)

New Orleans, LA 70118

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Class A Common

 

 

 

 

 

 

 

3,150

D

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

1996 Stock Option Grant (right to buy)

$9.583

 

 

 

 

 

 

9/09/98(1)

9/09/06

Class A Common

6,750

 

6,750

D

 

1998 Stock Option Grant (right to buy)

$19.00

 

 

 

 

 

 

3/17/00(2)

3/17/08

Class A Common

7,500

 

7,500

D

 

1999 Stock Option Grant (right to buy)

$14.917

 

 

 

 

 

 

4/07/01

4/07/09

Class A Common

7,500

 

7,500

D

 

2001 Stock Option Grant (right to buy)

$28.533

 

 

 

 

 

 

3/08/03(4)

3/08/11

Class A Common

10,800

 

10,800

D

 

2003 Stock Option Grant (right to buy)

$31.00

4/15/03

 

M

 

10,800

 

3/17/05(5)

3/17/13

Class A Common

10,800

 

10,800

D

 

Explanation of Responses:

(1) 1996 Stock Option Grant - 25% exercisable 9/09/98; 25% exercisable 9/09/99; and 50% exercisable 9/09/00.
(2) 1998 Stock Option Grant - 25% exercisable 3/17/00; 33% exercisable 3/17/01; and 42% exercisable 3/17/02.
(3) 1999 Stock Option Grant - 25% exercisable 4/07/01; 25% exercisable 4/07/02; and 50% exercisable 4/07/03.
(4) 2001 Stock Option Grant - 25% exercisable 3/08/03; 25% exercisable 3/08/04; and 50% exercisable 3/08/05.
(5) 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.
  By: /s/ Geralyn M. Presti
             Geralyn M. Presti, Attorney-In-Fact for Scott S. Cowen, Director
**Signature of Reporting Person		 4/15/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 
SEC FORMS 4 & 5


POWER OF ATTORNEY


The undersigned, designated by the Board of Directors as a Section 16 Company Insider,
hereby constitutes and appoints Thomas G. Smith, Gerayln M. Presti and Patricia A. Comai,
with full power of substitution and resubstitution, as attorney of the undersigned,
their name, place and stead, to sign and file under the Securities Exchange Act of 1934,
Section 16 Reporting Forms, and any and all amendments thereto, to be filed with the
Securities and Exchange Commission pertaining to such filing, with full power and
authority to do and perform any and all acts and things whatsoever required and necessary
to be done in the premises, hereby ratifying and approving the act of said attorney and
any such substitute.


EFFECTIVE as of October 25, 2002.


By: /s/ Scott S. Cowen
       Scott S. Cowen