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): May 5, 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
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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Terminal Tower, 50 Public Square |
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Suite 1100, Cleveland, Ohio
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44113 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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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
May 5, 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 $40,000,000 in aggregate principal amount of the Companys 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 3,444,296 shares of the Companys Class A
common stock, par value $0.33-1/3 per share (the Class A Common Stock) and a cash payment in lieu
of fractional shares. 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.
A copy of the press release announcing the Companys exchange of its 5.00% Convertible Senior Notes
due 2016 for Class A common stock is furnished as Exhibit 99.1 to this Current Report on Form
8-K. The information in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934 (Exchange Act), or incorporated by reference in any filing under
the Securities Act of 1933, or the Exchange Act.
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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No. |
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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 May 5, 2011 announcing the Companys
exchange of its 5.00% Convertible Senior Notes due 2016
for Class A common stock, par value $0.33-1/3 per share |