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): December 13, 2006
Forest
City Enterprises, Inc.
Forest
City 401(K) Employee Savings Plan & Trust
(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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(I.R.S. 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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| (Address of principal executive offices)
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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 4.01 Changes in Registrant’s Certifying Accountant.
(a) On December 13, 2006, Forest City Enterprises, Inc. (the “Company”)
dismissed PricewaterhouseCoopers LLP (“PwC”) as the independent registered
public accounting firm for the Forest City 401 (k) Employee Savings Plan & Trust (the
“Plan”). PwC remains the independent registered public accounting firm for the
Company, the sponsor of the Plan. The Audit Committee of the Company approved
this dismissal.
The reports of PwC on the financial statements of the Plan for the years
ended December 31, 2005 and 2004 contained no adverse opinion or disclaimer of
opinion, and such report was not qualified or modified as to uncertainty, audit
scope, or accounting principle.
During the Plan’s fiscal years ended December 31, 2005 and 2004 and through December 13, 2006,
there were no disagreements with PwC on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of PwC would have caused PwC
to make reference to the subject matter of the disagreements in connection
with its report on the Plan’s financial statements for such years.
In addition, the Plan had no reportable events as described in Item
304(a)(1)(v) of Regulation S-K during the fiscal years ended December 31, 2005
and 2004, and through December 13, 2006.
PwC was provided a copy of the foregoing disclosures and was requested to furnish the Plan with a letter
addressed to the United States Securities and Exchange Commission stating
whether or not it agrees with the above disclosures. A copy of the letter
furnished pursuant to that request is filed as Exhibit 16.1 to the Current
Report on Form 8-K.
(b) On December 13, 2006, Grant Thornton, LLP (“GT”) was retained as the
independent registered public accounting firm to audit the financial statements
of the Plan as of and for the year ending December 31, 2006. Neither the Plan,
nor anyone acting on its behalf consulted with GT during the years ended
December 31, 2005 and 2004, and through December 13, 2006 regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed; (ii) the type of audit opinion that might be rendered on
the Plan’s financial statements, or (iii) any matter that was either the subject
of any disagreement or any reportable event as defined in paragraphs (a)(1)(iv)
and (a)(1)(v) of Item 304 of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
16.1 Letter of PricewaterhouseCoopers LLP to the United States Securities and
Exchange Commission dated December 19, 2006.