As filed with the Securities and Exchange Commission on January 20, 2005
Registration No. 333-38912
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOREST CITY ENTERPRISES, INC.
| Ohio | 34-0863886 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
1100 Terminal Tower, 50 Public Square
Cleveland, Ohio 44113-2203
(Address of Principal Executive Offices) (Zip Code)
FOREST CITY ENTERPRISES, INC.
DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
FCE Statutory Agent, Inc.
Forest City Enterprises, Inc.
1100 Terminal Tower
50 Public Square
Cleveland, Ohio 44113-2203
(216) 621-6060
(Telephone Number, Including Area Code, of Agent For Service)
This Post-Effective Amendment No. 1 is being filed to add new
Exhibit 4.8 and additional Exhibit 23 to the Registration Statement.
This Post-Effective Amendment No. 1 to the Registration Statement shall become effective upon filing
with the Securities and Exchange Commission pursuant to Rule 464 under the Securities Act of 1933.
| Part II | ||||||||
| Item 8. Exhibits | ||||||||
| SIGNATURES | ||||||||
| Item 8. Exhibits | ||||||||
| EX-4.8 Third Amendment to the Deferred Compensation Plan | ||||||||
| EX-23 Consent of Independent Registered Public Accounting Firm | ||||||||
Part II
Part II of Registration Statement No. 333-38912 on Form S-8, filed by Forest City Enterprises Inc. (“Registrant”) with the Securities and Exchange Commission (“SEC”) on June 9, 2000, is hereby amended by adding new Exhibits 4.8 and 23.
Item 8. Exhibits
| 4.8 | Amendment No. 3 to the Forest City Enterprises, Inc. Deferred Compensation Plan for Nonemployee Directors | |||
| 23 | Consent of Independent Registered Public Accounting Firm | |||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-38912 on Form S-8 (“Post-Effective Amendment No. 1”) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on January 20, 2005.
| THE FOREST CITY ENTERPRISES, INC. | ||||
| By: | /s/ Thomas G. Smith | |||
| Thomas G. Smith Executive Vice President, Chief Financial Officer, and Secretary |
||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on January 20, 2005.
Signature
|
Title | |
*
|
Co-Chairman of the Board and Director | |
Albert B. Ratner |
||
*
Samuel H. Miller |
Co-Chairman of the Board, Treasurer and Director | |
*
Charles A. Ratner |
President, Chief Executive Officer and Director (Principal Executive Officer) |
|
*
Thomas G. Smith |
Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer) |
|
*
Linda M. Kane |
Senior Vice President and Corporate Controller (Principal Accounting Officer) |
|
*
James A. Ratner |
Executive Vice President and Director |
3
*
Ronald A. Ratner |
Executive Vice President and Director | |
*
Brian J. Ratner |
Executive Vice President and Director | |
* Deborah Ratner Salzberg |
Director | |
*
Michael P. Esposito, Jr. |
Director | |
*
Scott S. Cowen |
Director | |
*
Jerry V. Jarrett |
Director | |
*
Joan K. Shafran |
Director | |
* Louis Stokes |
Director | |
* Stan Ross |
Director |
* Thomas G. Smith, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 on behalf of the above indicated officers and directors thereof (constituting a majority of the directors) pursuant to the power of attorney filed as Exhibit 24 to Registration Statement No. 333-38912 on Form S-8 with the Securities and Exchange Commission.
January 20, 2005
|
By: | /s/ Thomas G. Smith
Thomas G. Smith, Attorney-in-Fact |
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