As filed with the Securities and Exchange Commission on January 25, 2005
Registration No. 333-61925
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOREST CITY ENTERPRISES, INC.
| Ohio | 34-0863886 | |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
1100 Terminal Tower, 50 Public Square
Cleveland, Ohio 44113-2203
FOREST CITY ENTERPRISES, INC.
1994 STOCK PLAN (AS AMENDED, RESTATED AND RENAMED AS OF JUNE 8, 2004)
FCE Statutory Agent, Inc.
Forest City Enterprises, Inc.
1100 Terminal Tower, 50 Public Square
Cleveland, Ohio 44113-2203
(216) 621-6060
This Post-Effective Amendment No. 2 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 | ||||||||
| SIGNATURES | ||||||||
Part II
DESCRIPTION OF THE CORRECTION
The purpose of this Post-Effective Amendment No. 2 (this “Amendment”) to Registrant’s Form S-8 Registration Statement (File No. 333-61925), filed on August 20, 1998 (the “Registration Statement”), as amended by Post-Effective Amendment No. 1 filed on January 20, 2005 (“Amendment No. 1”), is solely to correct a typographical error on Amendment No. 1:
Amendment No. 1 is hereby amended to remove an asterisk so that the signature lines appear as set forth on this Amendment No. 2.
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. 2 to Registration Statement No. 333-38912 on Form S-8 (“Post-Effective Amendment No. 2”) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on January 25, 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 25, 2005.
| Signature | Title |
*
|
Co-Chairman of the Board and Director | |
Albert B. Ratner |
||
*
|
Co-Chairman of the Board, Treasurer and Director | |
Samuel H. Miller |
||
*
|
President, Chief Executive Officer and Director | |
Charles A. Ratner |
(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) |
|
*
|
Executive Vice President and Director | |
James A. Ratner |
*
|
Executive Vice President and Director | |
Ronald A. Ratner |
||
*
|
Executive Vice President and Director | |
Brian J. Ratner |
||
*
|
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 |
* Thomas G. Smith, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment No. 2 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 25, 2005 | By: | /s/ Thomas G. Smith | ||
| Thomas G. Smith, Attorney-in-Fact | ||||