FORM POS AM
As filed with the Securities and Exchange Commission on December 22, 2008
Registration No. 333-87378
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Forest City Enterprises, Inc.
Forest City Enterprises Capital Trust I
Forest City Enterprises Capital Trust II
(Exact name of registrant as specified in its charter)
| |
|
|
Ohio
Delaware
Delaware
(State or other jurisdiction of incorporation or organization)
|
|
34-0863886
01-6210646
03-6091481
(I.R.S. Employer Identification Number) |
Terminal Tower, 50 Public Square, Suite 1100
Cleveland, Ohio 44113
(216) 621-6060
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
FCE Statutory Agent, Inc.
Terminal Tower, 50 Public Square, Suite 1360
Cleveland, Ohio 44113
(216) 621-6060
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
Thomas A. Aldrich, Esq.
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114-1291
(216) 566-5500
Approximate date of commencement of proposed sale to the public: Not applicable. Termination
of registration statement and deregistration of related securities that were not sold pursuant to
the registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box.
o
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| |
|
|
|
|
|
|
| Large accelerated filer þ |
|
Accelerated filer o |
|
Non-accelerated filer o
(Do not check if a smaller reporting company) |
|
Smaller reporting company o |
TABLE OF CONTENTS
DEREGISTRATION OF SECURITIES
On May 1, 2002, Forest City Enterprises, Inc. (the “Company”) filed with the Securities and
Exchange Commission (the “Commission”) an initial Shelf Registration Statement on Form S-3 (File
No. 333-87378) for the registration of $750,000,000 aggregate principal amount of the following
securities of the Company: (i) debt securities (the “Debt Securities”), (ii) shares of preferred
stock, without par value (the “Preferred Stock”), (iii) depositary shares (the “Depositary
Shares”), (iv) shares of Class A common stock, par value $.33 1/3 per share (the “Class A Common
Stock”), (v) warrants to purchase Debt Securities, Preferred Stock or Class A Common Stock of the
Company (the “Warrants”), (vi) stock purchase contracts (the “Stock Purchase Contracts”), (vii)
stock purchase units (the “Stock Purchase Units”), and (viii) subscription rights representing the
right to purchase Debt Securities, Preferred Stock or Class A Common Stock of the Company (the
“Subscription Rights”). On May 24, 2002, the Company amended the initial Shelf Registration
Statement (as amended, the “Registration Statement”) to add: (i) preferred securities of Forest
City Enterprises Capital Trust I, (ii) preferred securities of Forest City Enterprises Capital
Trust II (collectively, the “Preferred Securities”) and (iii) guarantees of the Preferred
Securities (the “Guarantees”). The Registration Statement also covered $92,180,000 of the
Company’s securities registered on Form S-3 (File No. 333-41437) that were carried forward to this
Registration Statement pursuant to Rule 429 of the Securities Act of 1933, as amended. The
Registration Statement was declared effective by the Commission on May 31, 2002. The Company,
Forest City Enterprises Capital Trust I and Forest City Enterprises Capital Trust II are
collectively referred to as the “Registrants.”
The Company offered: (i) $300,000,000 aggregate principal amount of 7.625% senior notes due
2015 covered by a prospectus supplement filed with the Commission on May 16, 2003, (ii)
$100,000,000 aggregate principal amount of 7.375% senior notes due 2034 covered by a prospectus
supplement filed with the Commission on February 4, 2004 and (iii) $150,000,000 aggregate principal
amount of 6.500% senior notes due 2017 covered by a prospectus supplement filed with the Commission
on January 21, 2005.
In compliance with the Registrants’ undertaking in Part II, Item 17(A)(3) of the Registration
Statement, the Registrants are filing this Post-Effective Amendment No. 1 to the Registration
Statement to deregister such number of the Debt Securities, shares of Preferred Stock, Depositary
Shares, shares of Class A Common Stock, Warrants, Stock Purchase Contracts, Stock Purchase Units,
Subscription Rights, Preferred Securities and Guarantees that remain unsold and covered by the
Registration Statement on the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, the State of Ohio,
on December 22, 2008.
| |
|
|
|
|
| |
|
FOREST CITY ENTERPRISES, INC. |
|
|
|
|
|
|
|
By:
|
|
/s/ Robert G. O’Brien |
|
|
|
|
|
| |
|
Robert G. O’Brien |
| |
|
Executive Vice President
and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement has been signed by the following persons in the capacities and on
the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
Co-Chairman of the Board and Director
|
|
December 22, 2008 |
Albert B. Ratner |
|
|
|
|
|
|
|
|
|
|
|
Co-Chairman of the Board, Treasurer and Director
|
|
December 22, 2008 |
Samuel H. Miller |
|
|
|
|
|
|
|
|
|
|
|
President, Chief Executive Officer and Director
|
|
December 22, 2008 |
Charles A. Ratner
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
Executive Vice President and Chief Financial
Officer
|
|
December 22, 2008 |
Robert G. O’Brien
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
|
|
Senior Vice President, Chief Accounting and
|
|
December 22, 2008 |
Linda M. Kane
|
|
Administrative Officer (Principal Accounting
Officer) |
|
|
|
|
|
|
|
|
|
Executive Vice President and Director
|
|
December 22, 2008 |
James A. Ratner |
|
|
|
|
|
|
|
|
|
|
|
Executive Vice President and Director
|
|
December 22, 2008 |
Ronald A. Ratner |
|
|
|
|
|
|
|
|
|
|
|
Executive Vice President and Director
|
|
December 22, 2008 |
Brian J. Ratner |
|
|
|
|
|
|
|
|
|
/s/ Deborah Ratner Salzberg*
|
|
Director
|
|
December 22, 2008 |
Deborah Ratner Salzberg |
|
|
|
|
|
|
|
|
|
/s/ Michael P. Esposito, Jr.*
|
|
Director
|
|
December 22, 2008 |
Michael P. Esposito, Jr. |
|
|
|
|
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
Director
|
|
December 22, 2008 |
Scott S. Cowen |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
December 22, 2008 |
Jerry V. Jarrett |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
December 22, 2008 |
Joan K. Shafran |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
December 22, 2008 |
Louis Stokes |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
December 22, 2008 |
Stan Ross |
|
|
|
|
|
|
|
| * |
|
The undersigned, pursuant to a Power of Attorney executed by each of the Directors identified
above and filed with the Commission, by signing his name hereto, does hereby sign and execute this
Post-Effective Amendment No. 1 to the Registration Statement on behalf of each of the persons noted
above, in the capacities indicated. |
| |
|
|
|
|
December 22, 2008 |
Charles A. Ratner, Attorney-in-Fact |
|
|
Pursuant to the requirements of the Securities Act of 1933, Forest City Enterprises Capital
Trust I and Forest City Enterprises Capital Trust II each certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, the State of Ohio, on December
22, 2008.
| |
|
|
|
|
|
|
|
|
| |
FOREST CITY ENTERPRISES CAPITAL TRUST I |
|
|
|
|
|
|
|
|
|
|
|
| |
|
By: |
|
Forest City Enterprises, Inc., as Sponsor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert G. O’Brien
|
|
|
| |
|
|
|
Robert G. O’Brien |
|
|
| |
|
|
|
Executive Vice President
and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
| |
FOREST CITY ENTERPRISES CAPITAL TRUST II |
|
|
|
|
|
|
|
|
|
|
|
| |
|
By: |
|
Forest City Enterprises, Inc., as Sponsor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert G. O’Brien
|
|
|
| |
|
|
|
Robert G. O’Brien |
|
|
| |
|
|
|
Executive Vice President
and Chief Financial Officer |
|
|