<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOREST CITY ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-0863886
(State of incorporation) (I.R.S. Employer Identification No.)
10800 BROOKPARK ROAD
CLEVELAND, OHIO 44130
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
CLASS A COMMON STOCK NEW YORK STOCK EXCHANGE
$0.33 1/3 PAR VALUE
CLASS B COMMON STOCK NEW YORK STOCK EXCHANGE
$0.33 1/3 PAR VALUE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
Item l. Description of Common Stock
- ------- ---------------------------
The Registrant's securities to be registered pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended, are shares of the
Registrant's Class A Common Stock, $0.33 1/3 par value per share (the "Class A
Common Stock"), of which 48,000,000 shares are currently authorized, and the
shares of the Registrant's Class B Common Stock, $0.33 1/3 par value per share
(the "Class B Common Stock" and together with the Class A Common Stock, the
"Common Stock"), of which 18,000,000 shares are currently authorized.
GENERAL
Except as described below, the shares of Class A Common Stock and
the shares of Class B Common Stock are in all respects identical, and the
respective holders shall be entitled to participate in any dividend,
reclassification, merger, consolidation, reorganization, recapitalization,
liquidation, dissolution or winding up of the affairs of the Company,
share-for-share, without priority or other distinction between classes.
DIVIDENDS
The Directors of the Company are not required to declare a regular
cash dividend in any fiscal year. The Class A Common Stock and Class B Common
Stock will participate equally on a share-for-share basis in any and all cash
dividends paid. No cash dividend can be paid on a class of Common Stock until
provision is made for payment of a dividend of at least an equal amount on a
share-for-share basis on the other class of Common Stock for such fiscal year.
Any extra dividend, special dividend or dividend paid other than
cash (other than a stock dividend) is required to be paid equally to the holders
of Class A Common Stock and the holders of Class B Common Stock on a
share-for-share basis. If the Directors determine to declare any stock dividend
with respect to either class of Common Stock, they must at the same time declare
a proportionate stock dividend with respect to the other class of Common Stock.
If the shares of either class of Common Stock are combined or subdivided, the
shares of the other class of Common Stock must be combined or subdivided in an
equivalent manner. In the discretion of the Directors, dividends payable in
Class A Common Stock may be paid with respect to shares of either class of
Common Stock, but dividends payable in Class B Common Stock may be paid only
with respect to shares of Class B Common Stock.
VOTING RIGHTS
The holders of the Class A Common Stock (voting as a separate
class) are entitled to elect 25% of the Directors rounded up to the nearest
whole number. All other Directors are elected by the holders of the Class B
Common Stock voting as a separate class.
2
<PAGE> 3
Cumulative voting for the election of Directors is provided by Ohio law if
notice in writing is given by any shareholder to the President, a Vice President
or the Secretary of the Company not less than forty-eight hours before the time
fixed for the holding of the meeting that such shareholder desires cumulative
voting with respect to the election of directors by a class of shareholders to
which he belongs, and if an announcement of the giving of such notice is made
upon the convening of the meeting by the Chairman or Secretary or by or on
behalf of the shareholder giving such notice, each holder of shares of that
class shall have the right to accumulate such voting power as he possesses at
such election with respect to shares of that class. Each holder of shares of
Class A Common Stock or Class B Common Stock, as the case may be, shall have as
many votes as equal the number of shares of that class of Common Stock owned by
him multiplied by the number of directors to be elected by the holders of that
class of Common Stock. These votes may be distributed among the total number of
directors to be elected by the holders of that class of Common Stock or
distributed among any lesser number, in such proportion as the holder may
desire.
In the event that the number of outstanding shares of Class A
Common Stock is (as of the record date for any shareholder meeting at which
Directors will be elected) less than 10% of the combined outstanding shares of
Class A and Class B Common Stock, then the holders of Class A Common Stock will
not have the right to elect 25% of the Directors. In such event, the holders of
the Class A Common Stock and the holders of the Class B Common Stock would vote
together as a single class in the election of all Directors, with each Class A
share having one vote and each Class B share having ten votes.
Further, in the event that the number of outstanding shares of
Class B Common Stock as of the above-mentioned record date, is less than 500,000
shares, the holders of Class B Common Stock will lose their rights to elect 75%
of the Directors. In such event, the holders of the Class A Common Stock would
continue to vote as a separate class to elect 25% of the Directors rounded up to
the nearest whole number, and the holders of the Class A and Class B Common
Stock would vote together as a single class in the election of the remaining
Directors, with each Class A share having one vote and each Class B share having
ten votes.
The holders of Class A Common Stock and the holders of Class B
Common Stock are entitled to vote as separate classes (1) for the election of
Directors (as discussed above); (2) to amend the Articles or the Code of
Regulations of the Company or approve a merger or consolidation of the Company
with or into another corporation if such amendment, merger or consolidation
would adversely affect the rights of the particular class; and (3) on all
matters as to which class voting may be required by applicable Ohio law. The
holders of the Class A Common Stock vote together with the holders of the Class
B Common Stock as a single class on all matters which are submitted to
shareholder vote, except as discussed above. When all holders of shares of the
Company vote as a single class, each Class A share has one vote and each Class B
share has ten votes.
3
<PAGE> 4
CONVERSION
Holders of shares of Class B Common Stock are entitled to convert,
at any time and at their election, each share of Class B Common Stock into one
share of Class A Common Stock. Shares of Class A Common Stock are not
convertible into any security of the Company.
OTHER TERMS
Shareholders of the Company have no preemptive or other rights to
subscribe for additional shares of voting securities of the Company (except for
the conversion rights of Class B Common Stock described above and conversion
rights of Preferred Stock, if any). Upon any liquidation, dissolution or winding
up of the Company, the assets legally available for distribution to holders of
all classes of Common Stock are distributable ratably among the holders of the
shares of all classes of Common Stock outstanding at the time. No class of
Common Stock is subject to redemption.
TRANSFER AGENT
National City Bank Corporate Trust Operations Department,
Cleveland, Ohio, currently serves as transfer agent for the Common Stock.
Item 2. Exhibits
- ------- --------
The following Exhibits will be filed with the New York Stock
Exchange:
1. Annual Report on Form 10-K for the fiscal year ended
January 31, 1997.
2. Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 1997.
3. Proxy Statement for the 1996 Annual Meeting of Shareholders
dated May 14, 1997.
4. Amended Articles of Incorporation and Code of Regulations.
5. Specimen copy of the Class A Common Stock Certificate.
6. Specimen copy of the Class B Common Stock Certificate.
7. 1996 Annual Report to Shareholders.
4
<PAGE> 5
SIGNATURES
----------
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
FOREST CITY ENTERPRISES, INC.
s/Thomas G. Smith
-------------------------------------
By: Thomas G. Smith
Senior Vice President,
Chief Financial Officer
and Secretary
Dated: June 30, 1997
5
