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
Date
of report (Date of earliest event reported): January 27, 2011
Forest City Enterprises, Inc.
(Exact name of registrant as specified in its charter)
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| Ohio
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1-4372
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34-0863886 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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Terminal Tower, 50 Public Square
Suite 1100, Cleveland, Ohio
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44113 |
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(Zip Code) |
Registrant’s telephone number, including area code: 216-621-6060
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Exchange of 5.00% Convertible Senior Notes due 2016 for Shares of Class A Common Stock
On January 27, 2011, Forest City Enterprises, Inc. (the “Company”), announced that it has entered
into separate, privately negotiated exchange agreements (the “Exchange Agreements”) under which it
will exchange $110,000,000 in aggregate principal of the Company’s outstanding 5.00% Convertible
Senior Notes due 2016 (the “Convertible Senior Notes”). Under the Exchange Agreements, holders of
the Convertible Senior Notes will receive approximately 9,774,033 shares of the Company’s Class A
common stock, par value $0.33-1/3 per share (the “Class A Common Stock”). Any accrued but unpaid
interest on the Convertible Senior Notes will be paid in cash. The Company will issue the Class A
Common Stock in reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended.
Item 3.02. Unregistered Sales of Equity Securities.
The information required by Item 3.02 is contained in Item 1.01 of this Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
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10.1
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Form of Exchange Agreement |
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99.1
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Press release dated January 27, 2011 announcing the
Company’s exchange of its 5.00% Convertible Senior Notes
due 2016 for Class A common stock, par value $0.33-1/3 per
share |