SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Forest City Enterprises, Inc.
________________________________________________________
(Name of Issuer)
Class A Common Stock
_______________________________________________________
(Title of Class and Securities)
345550107
_______________________________________________________
(CUSIP Number of Class of Securities)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
CUSIP No. 345550107 13G
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
_____________________________________________________________________________
:(5) SOLE VOTING POWER
(Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON : 0
WITH ___________________________________
:(6) SHARED OR NO VOTING POWER
Shared: 0
None: 0
___________________________________
:(7) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: 0
___________________________________
:(8) SHARED OR NO DISPOSITIVE POWER
Shared: 0
None: 0
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
0
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
_____________________________________________________________________________
CUSIP No. 345550107 13G
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Small-Cap Fund I.D. No. 62-1376170
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts Business Trust
_____________________________________________________________________________
:(5) SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(6) SHARED VOTING POWER
: 0
__________________________________________
:(7) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: 0
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IV
_____________________________________________________________________________
CUSIP No. 345550107 13G
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. XXX-XX-XXXX
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
_____________________________________________________________________________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(6) SHARED VOTING POWER
: None
__________________________________________
:(7) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: None
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3)
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
Item 1.
(a). Name of Issuer: Forest City Enterprises, Inc.
("Issuer")
(b). Address of Issuer's Principal Executive Offices:
Terminal Tower 50 Public Square
Suite 1100
Cleveland, Ohio 44113
Item 2.
(a) and (b). Names and Principal Business Addresses of Persons Filing:
(1) Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(2) Longleaf Partners Small-Cap Fund
c/o Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN, 38119
(3) Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee corporation
Longleaf Partners Small-Cap Fund is a series of Longleaf Partners
Funds Trust, a Massachusetts business trust
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities:
Class A Common Stock
(e). Cusip Number: 345550107
Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2
(b), check whether the person filing is a:
(d). Investment Company registered under Sec. 8 of the Investment
Company Act - Longleaf Partners Small-Cap Fund, a series of Longleaf
Partners Funds Trust.
(e). Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940. This statement is being filed by Southeastern
Asset Management, Inc. as a registered investment adviser. All of
the securities covered by this report are owned legally by
Southeastern's investment advisory clients and none are owned
directly or indirectly by Southeastern. As permitted by Rule 13d-4,
the filing of this statement shall not be construed as an admission
that Southeastern Asset Management, Inc. is the beneficial owner of
any of the securities covered by this statement.
(g). Parent Holding Company. This statement is also being filed by Mr.
O. Mason Hawkins, Chairman of the Board and C.E.O. of Southeastern
Asset Management, Inc. in the event he could be deemed to be a
controlling person of that firm as the result of his official
positions with or ownership of its voting securities. The existence
of such control is expressly disclaimed. Mr. Hawkins does not own
directly or indirectly any securities covered by this statement for
his own account. As permitted by Rule 13d-4, the filing of this
statement shall not be construed as an admission that Mr. Hawkins is
the beneficial owner of any of the securities covered by this
statement.
Item 4. Ownership:
(a). Amount Beneficially Owned: (At 12/31/04)
0 shares
(b). Percent of Class: 0.0%
Above percentage is based on 36,998,177 shares of Class A
common stock outstanding.
(c). Number of shares as to which such person has:
(i). sole power to vote or to direct the vote:
0 shares
(ii). shared or no power to vote or to direct the vote:
Shared: 0 Securities owned by the following series
of Longleaf Partners Funds Trust, an open-end
management investment company registered under the
Investment Company Act of 1940, as follows:
Longleaf Partners Small-Cap Fund - 0
No Power to Vote - 0 shares.
(iii). sole power to dispose or to direct the disposition of:
0 shares
(iv). shared or no power to dispose or to direct the disposition of:
Shared: 0 Securities owned by the following
Series of Longleaf Partners Funds Trust, an
open-end management investment company registered
under the Investment Company Act of 1940, as follows:
Longleaf Partners Small-Cap Fund - 0
No Power to Vote - 0 shares.
Item 5. Ownership of Five Percent or Less of a Class: The filing parties no
longer own 5% of the Securities of the Issuer.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person: N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
The Security Being Reported on By the Parent Holding Company: N/A
Item 8. Identification and Classification of Members of the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such
purposes or effect.
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Dated: January 6, 2005
Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and General Counsel
Longleaf Partners Small-Cap Fund
By Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons or entities named below agree to the joint filing on behalf of
each of them of this Schedule 13G with respect to the Securities of the
Issuer and further agree that this joint filing agreement be included as
an exhibit to this Schedule 13G. In evidence thereof, the undersigned
hereby execute this Agreement as of January 6, 2005.
Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and General Counsel
Longleaf Partners Small-Cap Fund
By Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
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FCEA11.doc
SCHEDULE 13G - Forest City Enterprises, Inc. ("Issuer")
Amendment No. 11