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): November 7, 2007
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))
TABLE OF CONTENTS
Item 8.01. Other Events.
This Current Report on Form 8-K updates Items 6, 7 and 8 of Forest City Enterprises, Inc.’s (the
“Company”) Annual Report on Form 10-K for the fiscal year ended January 31, 2007 to reflect the
impact of the retrospective adjustment of the results of operations of properties either disposed
of or classified as held for sale as discontinued operations during the period February 1, 2007
through July 31, 2007 in accordance with the Financial Accounting Standards Board’s Statement of
Financial Accounting Standards (“SFAS”) No. 144 “Accounting for the Impairment or Disposal of
Long-Lived Assets” (“SFAS No. 144”).
The Company has retrospectively adjusted its consolidated financial statements for the years ended
January 31, 2007, 2006 and 2005 to reflect six properties that were disposed of during the six
months ended July 31, 2007 that were not classified as held for sale at January 31, 2007 and one
property that was held for sale at July 31, 2007, that met the criteria to be classified as
discontinued operations.
In accordance with SFAS No. 144, the Company has reported the revenues, expenses and gains on
disposition from these properties as income from discontinued operations for each period presented
in its quarterly reports filed since the property was disposed of or classified as held for sale
(including the comparable period of the prior year). The same retrospective adjustment of
discontinued operations required by SFAS No. 144 is required for previously issued annual financial
statements in the Form 10-K, if those financial statements are incorporated by reference in
subsequent filings with the SEC made under the Securities Act of 1933, even though those financial
statements relate to periods prior to the date of the sale.
In addition to the reclassification requirement by SFAS No. 144, the Company has also corrected
three typographical errors identified in Schedule III of Part IV Item 15(c), including the removal
of an unnecessary footnote reference and correction of two amounts in the Total line.
These adjustments have no effect on the Company’s previously reported net earnings. The Company has
not updated any matters in the Form 10-K except to the extent expressly provided above. The
Company’s Quarterly Reports on Form 10-Q for the quarters ended April 30, 2007 and July 31, 2007 do
not give effect to any reclassification for sales occurring after July 31, 2007.
Set forth in Exhibit 99.1 attached hereto are updated selected consolidated financial statements
and selected financial information with respect to the operations of the Company as well as the
Management’s Discussion, Analysis of Financial Condition and Results of Operations and Financial
Statement Schedules for the year ended January 31, 2007.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith.
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Description |
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
99.1
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Updated Item 6. Selected Financial Data; Updated Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations; Updated Item 8. Financial
Statements and Supplementary Data; and Updated Item 15(c) Financial Statement Schedules. |