SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Forest City Enterprises, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class and Securities)
345550107
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(CUSIP Number of Class of Securities)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
CUSIP No. 345550107 13G
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(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
Class A - None
NUMBER OF SHARES BENEFICIALLY : Class B - 53,378 shares
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: 1,674,400 Class A
135,200 Class B
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:(7) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
Class A - None
: Class B - 53,378 shares
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:(8) SHARED DISPOSITIVE POWER
: 1,674,400 Class A
135,200 Class B
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary Voting or Dispositive)
1,674,400 Class A shares
188,578 Class B shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES -X- See Items 4(c)(ii) and (iv)
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.0% of Class A shares (assuming conversion of 188,578 Class
B shares into Class A shares). Considered separately, 17.4%
of Class A shares and 3.4% of Class B shares.
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(12) TYPE OF REPORTING PERSON
IA
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CUSIP No. 345550107 13G
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(1) NAMES OF REPORTING PERSONS
Longleaf Partners Realty Fund I.D. No. 62-1616883
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts business trust
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:(5) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: 1,674,400 Class A shares
135,200 Class B shares
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:(7) SOLE DISPOSITIVE POWER
:
: None
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: 1,674,400 Class A shares
135,200 Class B shares
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,674,400 Class A shares
135,200 Class B shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.6% of Class A shares (assuming conversion of 135,200 Class
B shares into Class A shares). Considered separately, 17.4 %
of Class A shares and 2.5 % of Class B shares.
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(12) TYPE OF REPORTING PERSON
IV
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CUSIP No. 345550107 13G
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(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
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:(5) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: None
--------------------------------
:(7) SOLE DISPOSITIVE POWER
: None
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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(12) TYPE OF REPORTING PERSON
IN
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Item 1.
(a). Name of Issuer: Forest City Enterprises, Inc. ("Issuer")
(b). Address of Issuer's Principal Executive Offices:
10800 Brookpark Road; Cleveland, OH 44130
Item 2.
(a) and (b). Names and Principal Business Addresses of Persons
Filing:
(1). Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(2). Longleaf Partners Realty Fund, a series of Longleaf
Partners Funds Trust
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(3). Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee
corporation
Longleaf Partners Realty Fund, a series of Longleaf
Partners Funds Trust, a Massachusetts business trust.
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities:
Class A Common Stock (the "Class A Securities").
Class B Common Stock (the "Class B Securities").
(e). Cusip Number: Class A Securities - 345550107
Class B Securities - 345550305
Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or
13d-2 (b), check whether the person filing is a:
(d). Investment Company registered under Sec. 8 of the
Investment Company Act - Longleaf Partners Realty Fund a
series of Longleaf Partners Funds Trust.
(e). Investment Advisor registered under Section 203 of the
Investment Advisers Act of 1940. This statement is being
filed by Southeastern Asset Management, Inc. as a
registered investment adviser. All of the securities
covered by this report are owned legally by
Southeastern's investment advisory clients and none are
owned directly or indirectly by Southeastern. As
permitted by Rule 13d-4, the filing of this statement
shall not be construed as an admission that Southeastern
Asset Management, Inc. is the beneficial owner of any of
the securities covered by this statement.
(g). Parent Holding Company. This statement is also being
filed by Mr. O. Mason Hawkins, Chairman of the Board and
C.E.O. of Southeastern Asset Management, Inc. in the
event he could be deemed to be a controlling person of
that firm as the result of his official positions with or
ownership of its voting securities. The existence of such
control is expressly disclaimed. Mr. Hawkins does not
own directly or indirectly any securities covered by this
statement for his own account. As permitted by Rule 13d-
4, the filing of this statement shall not be construed as
an admission that Mr. Hawkins is the beneficial owner of
any of the securities covered by this statement.
Item 4. Ownership:
(a). Amount Beneficially Owned: (At 7/31/98)
Class A Securities - 1,674,400 shares
Class B Securities - 188,578 shares
(b). Percent of Class:
19.0% of Class A Securities (assuming conversion of
188,578 Class B Securities into Class A Securities).
Considered separately, 17.4% of Class A Securities and
3.4% of Class B Securities.
Above percentages based on 9,600,000 shares of Class A
common stock outstanding and 5,389,000 shares of Class B
common stock outstanding.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote:
Class A Securities - None
Class B Securities 53,378 shares
(ii). Shared or no power to vote or to direct the vote:
Class A Securities - Shared: 1,674,400 shares.
Class B Securities - Shared: 135,200 shares.
Securities owned by Longleaf Partners Realty Fund,
a series of Longleaf Partners Funds Trust, an
open-end management investment company registered
under the Investment Company Act of 1940.
No power: The securities reported above do not
include 268,300 shares of the Class A Securities
owned by an account over which the filing parties
do not have voting or dispositive power, and as to
which the filing parties disclaim beneficial
ownership.
(iii). Sole power to dispose or to direct the disposition
of:
Class A Securities - None
Class B Securities 53,378 shares
(iv). Shared or no power to dispose or to direct the
disposition of:
Class A Securities - Shared: 1,674,400 shares.
Class B Securities - Shared: 135,200 shares.
Securities owned by Longleaf Partners Realty Fund,
a series of Longleaf Partners Funds Trust, an
open-end management investment company registered
under the Investment Company Act of 1940.
No power: The securities reported above do not
include 268,300 shares of the Class A Securities
owned by an account over which the filing parties
do not have voting or dispositive power, and as to
which the filing parties disclaim beneficial
ownership.
Item 5. Ownership of Five Percent or Less of a Class: N.A.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person: N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company: N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification: By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were not
acquired for the purpose and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.
Dated: August 6, 1998
Southeastern Asset
Management, Inc. Longleaf Partners Realty Fund
By /s/ Charles D. Reaves By /s/ Charles D. Reaves
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Charles D. Reaves Charles D. Reaves
Vice President and Executive Vice President
General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 6th day of August, 1998.
Southeastern Asset
Management, Inc. Longleaf Partners Realty Fund
By /s/ Charles D. Reaves By /s/ Charles D. Reaves
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Charles D. Reaves Charles D. Reaves
Vice President and Executive Vice President
General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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