*In accordance with Rule
462 of the Securities
Exchange Act of 1933, the
Registrant requests that
this Registration Statement
become immediately effective
upon filing.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Forest City Enterprises, Inc.
------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Ohio
------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
34-0863886
------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
1100 Terminal Tower, 50 Public Square, Cleveland, Ohio 44113-2203
------------------------------------------------------------------------------
(Address of Principal Executive Offices)
Forest City Enterprises, Inc. 1994 Stock Option Plan
------------------------------------------------------------------------------
(Full Title of Plan)
FCE Statutory Agent, Inc, 50 Public Square, Ste 1100, Cleveland, Ohio 44113-2203
------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(216)621-6060
------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
Facing page continued on following page
Exhibit Index on Page 7
Total Number of pages in original is 31
- -------------------- -------------- ------------ ------------ ---------------
Title of Securities Amount to be (1) Proposed Amount of
to be Registered Registered Proposed Maximum Registration
Maximum Aggregate Fee
Offering
------------------- -------------- ------------ ------------ ---------------
- -------------------- -------------- ------------ ------------ ---------------
Class A Common Total # of $57,608,225 $57,608,225 $16,994.43
Shares Par Value 33- shares
1/3 cents per share 2,250,000
- -------------------- -------------- ------------ ------------ ---------------
(In addition, pursuant statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Rule 416(b) under the Securities
Act of 1933, this registration plan(s) described herein).
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h)under the Securities Act of 1933, on the basis of 347,400
shares with an option exercise price of $14.375/share, 387,200 shares with an
option exercise price of $28.50/share and the remaining shares on the basis of
the average of the high and low sales prices of the Class A Common Stock on
August 14, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Forest City Enterprises, Inc. (the "Company") hereby incorporates herein by
reference the following documents which previously have been filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for its fiscal year
ended January 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ending April 30, 1997, July 31, 1997, October 31, 1997
and April 30, 1998 pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"); and
(c) The Company's Form 8-K filed March 6, 1998;
(d) The Company's Form 11-K regarding the Company's Employee Savings
Plan filed June 1997 and June 1998, and the Company's Form 11-K
regarding the Forest City Trading Group, Inc. Retirement Savings
Plan filed June 1997 and June 1998;
(e) The Company's S-3 dated as of February 27, 1998;
(f) The Company's Prospectus Supplement dated as of March 10, 1998;
(g) The description of the Company's Class A Common Stock contained
in the Company's Form 10 Registration Statement (Commission File
Number 1-4372) and all amendments and reports filed for the
purpose of updating that description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel.
William M. Warren has rendered a legal opinion, filed with the Exhibits
as Exhibit 5, with respect to the legality of any original issuance of
securities in connection with the 1994 Stock Option Plan registered hereunder.
Mr. Warren is the Senior Vice President, General Counsel and Assistant Secretary
of the Company. Mr. Warren owns 300 shares of Class A Common Stock held in a
street name. He also holds options to purchase up to 21,600 shares of Class A
Common Stock. Mr. Warren beneficially owns approximately 603 shares of Class A
Common Stock under the Company's Employee Savings (401K) Plan.
Item 6. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio Revised Code authorizes the
indemnification of officers and directors in defense of any civil, criminal,
administrative or investigative proceeding. Article VI of the Code of
Regulations of the Company provides for the indemnification in terms consistent
with the statutory authority, and the Company maintains insurance covering
certain liabilities of the directors and the elected and appointed officers of
the Company and its subsidiaries.
Item 8. Exhibits.
Exhibit Number Exhibit Description
4.1 Amended Articles of Incorporation of Forest City Enterprises,
Inc. adopted as of October 11, 1983, incorporated by reference to
Exhibit 3.1 to the Company's Form 10-Q for the quarter ended
October 31, 1983.
4.2 Certificate of Amendment by Shareholders to the Amended Articles
of Incorporation of Forest City Enterprises, Inc. dated June 24,
1997, incorporated by reference to Exhibit 4.14 to the Company's
Registration Statement on Form S-3 (Registration No. 333-41437).
4.3 Certificate of Amendment by Shareholders to the Amended Articles
of Incorporation of Forest City Enterprises, Inc. dated June 16,
1998 (filed herewith).
4.4 Amended Code of Regulations of Forest City Enterprises, Inc., as
amended June 14, 1994, incorporated by reference to Exhibit 3.2
to the Company's Form 10-K for the fiscal year ended January 31,
1997 (File No. 1-4372).
4.5 Specimen certificate of Class A Common Shares issued by Forest
City Enterprises, Inc. (filed herewith).
4.6 1994 Stock Option Plan, including forms of Incentive Stock Option
Agreement and Non-qualified Stock Option Agreement, incorporated
by reference to Exhibit 10.11 to the Company' Form 10-K for the
year ended January 31, 1997 (File No. 1-4372).
4.7 First Amendment to the Forest City Enterprises, Inc. 1994 Stock
Option Plan dated as of June 9, 1998 (filed herewith).
4.8 First Amendment to Stock Option Agreement for Incentive Stock
Option Agreement and Non-qualified Agreement (filed herewith).
5 Opinion Letter of William M. Warren regarding legality of shares
being issued (filed herewith).
23.1 Consent of PriceWaterhouseCoopers, Independent Public Accountants
23.2 Consent of William M. Warren (included in his opinion filed as
Exhibit 5 hereto).
24 Powers of Attorney (filed herewith).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period of which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually, or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by these
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer of
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person of the Registrant in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on this 19th day of
August, 1998.
FOREST CITY ENTERPRISES, INC.
(Registrant)
By: /s/ THOMAS G. SMITH
Thomas G. Smith, Senior Vice
President, Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.*
/s/ CHARLES A. RATNER Chief Executive Officer, President and Director
Charles A. Ratner
/s/ THOMAS G. SMITH Chief Financial Officer, Senior Vice President and
Thomas G. Smith Secretary
/s/ WILLIAM M. WARREN General Counsel, Assistant Secretary and Senior
William M. Warren Vice President
/s/ JAMES A. RATNER Executive Vice President and Director
James A. Ratner
/s/ RONALD A. RATNER Executive Vice President and Director
Ronald A. Ratner
/s/ LINDA M. KANE Vice President - Corporate Controller
Linda M. Kane
<PAGE>
/s/ MINTA A. MONCHEIN Vice President - Human Resources
Minta A. Monchein
/s/ SAMUEL H. MILLER Treasurer, Co-Chairman of the Board and Director
Samuel H. Miller
/s/ ALLAN C. KRULAK Vice President - Director of Community Affairs
Allan C. Krulak
/s/ ALBERT B. RATNER Co-Chairman of the Board and Director
Albert B. Ratner
/s/ BRIAN J. RATNER Senior Vice President-Development and Director
Brian J. Ratner
/s/ SCOTT S. COWEN Director
Scott S. Cowen
/s/ MICHAEL P. ESPOSITO, JR. Director
Michael P. Esposito, Jr.
/s/ JERRY V. JARRETT Director
Jerry V. Jarrett
/s/ DEBORAH RATNER SALZBERG Director
Deborah Ratner Salzberg
/s/ JOAN K. SHAFRAN Director
Joan K. Shafran
/s/ J MAURICE STRUCHEN Director
J Maurice Struchen
*Pursuant to authority granted by powers of attorney, copies of which are
filed herewith.
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit Description Page Number
4.1 Articles of Incorporation of Forest City Incorporated
Enterprises, Inc. and all amendments thereto by reference
4.2 Certificate of Amendment by Shareholders to Incorporated
the Amended Articles of Incorporation (6/24/97) by reference
4.3 Description of Certificate of Amendment by 8
Shareholders to the Amended Articles of
Incorporation (6/16/98)
4.4 Amended Code of Regulations of Forest City Incorporated
Enterprises, Inc. by reference
4.5 Description of specimen certificate of 9
Class A Common shares
4.6 1994 Stock Option Plan Incorporated
by reference
4.7 First Amendment to the Forest City Enterprises, 10
Inc. 1994 Stock Option Plan
4.8 First Amendment to Stock Option Agreement for 11
Incentive Stock Option and Non-Qualified Agreement
5 Opinion Letter of William M. Warren 13
23.1 Consent of PriceWaterhouseCoopers, Independent 14
Public Accountants
23.2 Consent of William M. Warren (included in his 13
opinion and filed as Exhibit 5 hereto)
24 Powers of Attorney 15
<PAGE>
EXHIBIT NO. 4.3
The Certificate of Amendment by Shareholders to the Amended Articles of
Incorporation is a form prescribed by the Secretary of State of Ohio which has
been completed to reflect the meeting of shareholders and the affirmative vote
for the following resolution:
RESOLVED: That Section A of Article IV of the Amended Articles of
Incorporation shall be amended to read as follows:
Article IV
Capital Stock
A. Authorized Shares
The number of shares which the Corporation is authorized to have issued and
outstanding is 137,000,000 shares consisting of 96,000,000 shares of Class A
Common Stock with a par value of $.33 1/3 per share (hereinafter designated
"Class A Common Stock"), 36,000,000 shares of Class B Common Stock with a par
value of $.33 1/3 per share (hereinafter designated "Class B Common Stock"), and
5,000,000 shares of Preferred Stock without par value (hereinafter designated
"Preferred Stock")
<PAGE>
EXHIBIT NO. 4.5
The Forest City Enterprises, Inc., Class A Certificate of Stock is green
with a facsimile of the Statue of Liberty located at the top of the
certificate. It exhibits the Corporate Seal, the CUSIP number, the number of
shares of Class A Common Stock, certifies the the owner of those shares and is
executed by the President and Secretary of the Company.
<PAGE>
EXHIBIT NO. 4.7
FIRST AMENDMENT TO THE
FOREST CITY ENTERPRISES, INC.
1994 STOCK OPTION PLAN
This First Amendment (the "First Amendment") to the Forest City
Enterprises, Inc. 1994 Stock Option Plan (the "Plan") is made as of June 9, 1998
by the Compensation Committee of Forest City Enterprises, Inc. (the "Company").
WITNESSETH:
WHEREAS, the Company's Shareholders adopted the Plan on June 14, 1994 at
the Annual Meeting of Shareholders; and
WHEREAS, the Company's Board of Directors recommended the adoption of an
amendment to the Plan to increase the number of share awards (the "Share
Awards") by 750,000, thereby allowing for a total of 1,125,000 shares of Class A
common stock to be awarded as stock options during the term of the Plan;
NOW THEREFORE, the Compensation Committee of the Company's Board of
Directors, pursuant to Shareholder approval, does hereby amend the Plan as
follows:
The 250,000 figure in the second sentence of Section 5B is hereby
deleted and replaced with 1,125,000.
THEREFORE, the amended Section 5B provision now reads as follows:
B. Shares Subject to the Plan
The aggregate number of shares that may be awarded as stock
options during the term of the plan may not exceed 1,125,000
authorized but unissued shares or shares held by the Company
in its Treasury, subject to adjustments described in section
9-A. The aggregate number of shares which may be awarded to an
individual participant during the term of the plan is 25,000
shares, subject to adjustments described in section 9-A. If
any stock option granted under the Plan shall terminate,
expire or with the consent of the grantee, be canceled as to
any shares, such shares shall again be available for grant
under the Plan.
Except as specifically modified herein, the Plan remains in full force
and effect.
IN WITNESS WHEREOF, the Compensation Committee of the Board of
Directors of the Company has caused this First Amendment to be executed in
several counterparts as of the date set forth above, each of which counterpart
shall be deemed to be an original, and all of which shall collectively
constitute an agreement, and the signature of any Director appearing on any
counterpart shall be deemed to appear on all such counterparts.
FOREST CITY ENTERPRISES, INC.
Compensation Committee
By: /s/ JERRY V. JARRETT
Jerry V. Jarrett, Director and Chairman
/s/ SCOTT S. COWEN
Scott S. Cowen, Director
/s/ MICHAEL P. ESPOSITO, JR
Michael P. Esposito, Jr., Director
/s/ J MAURICE STRUCHEN
J Maurice Struchen, Director
<PAGE>
EXHIBIT NO. 4.8
FIRST AMENDMENT TO STOCK OPTION AGREEMENT
THE UNDERSIGNED, Forest City Enterprises, Inc., an Ohio corporation of
Cleveland (the "Company"), and ___________________, (the "Employee"), are
executing this First Amendment to Stock Option Agreement (the "Amendment")
effective as of the 17th day of February, 1997.
W I T N E S S E T H
WHEREAS, the undersigned parties entered into that certain Agreement
dated December 3, 1996 in which the Employee was granted an option to purchase
under the 1994 Stock Option Plan (the "Plan") an aggregate of ________ shares of
the presently authorized $.33-1/3 par value Class A Common Stock of the Company
(the "Incentive Stock Option") at an option price of $43.125 per share, the
price as of the close of business on September 9, 1996, (the "Option Price").
WHEREAS, the Company granted a 3 for 2 stock split of the Class A
Common Stock to all shareholders of record on February 3, 1997, to be effective
February 17, 1997.
WHEREAS, pursuant to Section 9 of the Plan and Section 8 of the
Agreement, the Compensation Committee is authorized to adjust the number of
Incentive Stock Option shares and the Option Price in relation to the 3 for 2
stock split.
NOW THEREFORE, the undersigned parties agree to amend the Agreement as
follows:
1. Section 1, "Grant of Option" shall be deleted in its entirety and
the following language shall be inserted:
1. GRANT OF OPTION. The Company grants to the
Employee as of February 17, 1997 (the "Effective
Date") an option to purchase under the 1994 Stock
Option Plan (the "Plan") an aggregate of 900 shares
of the presently authorized $.33-1/3 par value Class
A Common Stock of the Company (the "Incentive Stock
Option") which Incentive Stock Option, subject to all
terms and conditions hereinafter set forth, shall be
exercisable by the Employee over the option period as
hereinafter described.
2. Section 2, "Option Price" shall be deleted in its entirety and the
following language shall be inserted:
2. OPTION PRICE. In connection with the 3 for 2 stock
split of the Class A Common Stock, the Option Price
with respect to the shares of stock covered by this
Agreement (the "Option Shares") shall be $28.75 per
share as of the Effective Date.
3. A new Section 17 "Effective Date" shall be inserted and read as
follows:
17.EFFECTIVE DATE. This Agreement is effective as of
September 9, 1996.
4. Except as expressly amended herein, the Agreement remains
unmodified and in full force and effect.
IN WITNESS WHEREOF, the undersigned have duly executed this First
Amendment to Stock Option Agreement as of the _______ day of __________________,
1997.
FOREST CITY ENTERPRISES, INC.
/s/ THOMAS G. SMITH
Thomas G. Smith, Chief Financial Officer
and Senior Vice President
-----------------------------------
___________________, Employee
<PAGE>
EXHIBIT NO. 4.8
FIRST AMENDMENT TO STOCK OPTION AGREEMENT
THE UNDERSIGNED, Forest City Enterprises, Inc., an Ohio corporation of
Cleveland (the "Company"), and _____________, (the "Employee"), are executing
this First Amendment to Stock Option Agreement (the "Amendment") effective as of
the 17th day of February, 1997.
W I T N E S S E T H
WHEREAS, the undersigned parties entered into that certain Agreement
dated October 17, 1996 in which the Employee was granted a nonqualified option
to purchase under the 1994 Stock Option Plan (the "Plan") an aggregate of
________ shares of the presently authorized $.33-1/3 par value Class A Common
Stock of the Company (the "Nonqualified Stock Option") at an option price of
$43.125 per share, the price as of the close of business on September 9, 1996,
(the "Option Price").
WHEREAS, the Company granted a 3 for 2 stock split of the Class A
Common Stock to all shareholders of record on February 3, 1997, to be effective
February 17, 1997.
WHEREAS, pursuant to Section 9 of the Plan and Section 8 of the
Agreement, the Compensation Committee is authorized to adjust the number of
Nonqualified Stock Option shares and the Option Price in relation to the 3 for 2
stock split.
NOW THEREFORE, the undersigned parties agree to amend the Agreement
as follows:
1. Section 1, "Grant of Option" shall be deleted in its entirety and
the following language shall be inserted:
1. GRANT OF OPTION. The Company grants to the
Employee as of February 17, 1997 (the "Effective
Date") a nonqualified stock option to purchase under
the 1994 Stock Option Plan (the "Plan") an aggregate
of 9,000 shares of the presently authorized $.33-1/3
par value Class A Common Stock of the Company (the
"Nonqualified Stock Option") which Nonqualified Stock
Option, subject to all terms and conditions
hereinafter set forth, shall be exercisable by the
Employee over the option period as hereinafter
discussed.
2. Section 2, "Option Price" shall be deleted in its entirety and
the following language shall be inserted:
2. OPTION PRICE. In connection with the 3 for 2 stock
split of the Class A Common Stock, the Option Price
with respect to the shares of stock covered by this
Agreement (the "Option Shares") shall be $28.75 per
share as of the Effective Date.
3. Section 16, "Taxes/Governing Laws" shall be deleted in its
entirety and the following language shall be inserted:
16. TAXES/GOVERNING LAWS. This nonqualified stock
option is hereby designated as not constituting an
"incentive stock option" within the meaning of
section 422 of the Internal Revenue Code of 1986, as
amended; this Agreement shall be interpreted and
treated consistently with this designation. This
Agreement shall be governed by the laws of the State
of Ohio.
4. A new Section 17 "Effective Date" shall be inserted and read as
follows:.
17.EFFECTIVE DATE. This Agreement is effective as of
September 9, 1996.
5. Except as expressly amended herein, the Agreement remains
unmodified and in full force and effect.
IN WITNESS WHEREOF, the undersigned have duly executed this First
Amendment to Stock Option Agreement as of the _______ day of __________________,
1997.
FOREST CITY ENTERPRISES, INC.
/s/ THOMAS G. SMITH
Thomas G. Smith, Chief Financial Officer
and Senior Vice President
-----------------------------------
_______________, Employee
<PAGE>
EXHIBIT NOS. 5 and 23.2
August 19, 1998
Securities and Exchange Commission
450 5th Street, N.W., Judiciary Plaza
Washington, D.C. 20549
Re: Forest City Enterprises, Inc. 1994 Stock Option Plan
Ladies and Gentlemen:
As Senior Vice President, General Counsel and Secretary for Forest City
Enterprises, Inc., I am familiar with the Forest City Enterprises, Inc. 1994
Stock Option Plan (the "Plan") and the 2,250,000 shares permitted to be awarded
under the Plan (the "Shares").
I have also made such further investigation as I have deemed necessary to
express the opinions herein stated.
I am of the opinion that the Shares which are hereafter issued upon exercise of
options duly granted under and in accordance with the terms of the Plan will,
upon the payment of the consideration therefor required by the terms of the
Plan, be duly and validly issued, fully paid and non-assessable.
I consent to the use of this opinion as an Exhibit to the Registration Statement
on Form S-8 being filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, with respect to the Shares registered
thereunder, and to any references to me in such Registration Statement.
The foregoing opinions are limited to the laws of the State of Ohio and the
Federal laws of the United States. This opinion is limited to the matters stated
herein as of the date hereof. I disavow any obligation to update this opinion or
advise you of any changes in my opinion in the event of changes in applicable
laws or facts or if additional or newly discovered information is brought to my
attention. This opinion is provided to you as a legal opinion only and not a
guaranty or warranty of the matters discussed herein or in the documents
referred to herein.
This opinion is solely for the benefit of the Securities and Exchange Commission
and may not be relied upon by, or communicated to, and other person or used for
any purpose other than in connection with the issuance of Class A Common shares
pursuant to the Plan.
Very truly yours,
/s/ WILLIAM. M. WARREN
William M. Warren
Senior Vice President, General Counsel and
Secretary
<PAGE>
EXHIBIT NO. 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Forest City Enterprises, Inc. and subsidiaries on Form S-8 of our report
dated March 11, 1998, except for Notes F, G and Q as to which the date is April
20, 1998 on our audits of the consolidated financial statements and financial
statement schedules of Forest City Enterprises, Inc. and subsidiaries as of
January 31, 1998 and 1997, and for the years ended January 31, 1998, 1997 and
1996, which report is incorporated by reference in the Annual Report on Form
10-K of Forest City Enterprises, Inc. and subsidiaries for the year fiscal ended
January 31, 1998.
PriceWaterhouseCoopers
Cleveland, Ohio
August 19, 1998
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable him to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 29th day of June, 1998.
------------------------------------
SCOTT S. COWEN
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named SCOTT S. COWEN, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 29th day of June, 1998.
------------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable him to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.
------------------------------------
MICHAEL P. ESPOSITO, JR.
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named MICHAEL P. ESPOSITO, JR., who acknowledged that he did
sign the foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 25th day of June, 1998.
------------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable him to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 30th day of June, 1998.
------------------------------------
JERRY V. JARRETT
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named JERRY V. JARRETT, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 30th day of June, 1998.
------------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER and THOMAS G. SMITH or either of them,
with full power of substitution and resubstitution, as his true and lawful
attorney and agent to do any and all acts and things, and execute any or all
instruments which said attorney and agent may deem necessary and advisable to
enable him to comply with the Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in connection with the registration of common stock or other securities of
Forest City Enterprises, Inc. (the "Company"), including specifically, but
without limitation thereof, power of attorney to sign his name to a Form S-8
Registration Statement, and any amendments or supplements and any applications
or other documents filed in connection thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 7th day of July, 1998.
------------------------------------
SAMUEL H. MILLER
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named SAMUEL H. MILLER, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 7th day of July, 1998.
------------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable him to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.
------------------------------------
ALBERT B. RATNER
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named ALBERT B. RATNER, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 24th day of June, 1998.
------------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable him to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 29th day of June, 1998.
------------------------------------
BRIAN J. RATNER
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named BRIAN J. RATNER, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 29th day of June, 1998.
------------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint THOMAS G. SMITH and WILLIAM M. WARREN, or either of them,
with full power of substitution and resubstitution, as his true and lawful
attorney and agent to do any and all acts and things, and execute any or all
instruments which said attorney and agent may deem necessary and advisable to
enable him to comply with the Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in connection with the registration of common stock or other securities of
Forest City Enterprises, Inc. (the "Company"), including specifically, but
without limitation thereof, power of attorney to sign his name to a Form S-8
Registration Statement, and any amendments or supplements and any applications
or other documents filed in connection thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.
------------------------------------
CHARLES A. RATNER
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named CHARLES A. RATNER, who acknowledged that he did sign
the foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 24th day of June, 1998.
------------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable him to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.
------------------------------------
JAMES A. RATNER
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named JAMES A. RATNER, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 25th day of June, 1998.
------------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable him to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.
------------------------------------
RONALD A. RATNER
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named RONALD A. RATNER, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 25th day of June, 1998.
------------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable her to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.
------------------------------------
DEBORAH RATNER SALZBERG
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named DEBORAH RATNER SALZBERG, who acknowledged that she did
sign the foregoing instrument and that the same is her free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 25th day of June, 1998.
------------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable her to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.
------------------------------------
JOAN SHAFRAN
STATE OF MASSACHUSETTS )
) SS:
COUNTY OF SUFFOLK )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named JOAN SHAFRAN, who acknowledged that she did sign the
foregoing instrument and that the same is her free act and deed.
I have hereunto set my hand and official seal at ___________________,
Massachusetts, this 24th day of June, 1998.
-----------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable him to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 29th day of June, 1998.
-----------------------------------
J MAURICE STRUCHEN
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named J MAURICE STRUCHEN, who acknowledged that he did sign
the foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 29th day of June, 1998.
-----------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER and WILLIAM M. WARREN, or either of
them, with full power of substitution and resubstitution, as his true and lawful
attorney and agent to do any and all acts and things, and execute any or all
instruments which said attorney and agent may deem necessary and advisable to
enable him to comply with the Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in connection with the registration of common stock or other securities of
Forest City Enterprises, Inc. (the "Company"), including specifically, but
without limitation thereof, power of attorney to sign his name to a Form S-8
Registration Statement, and any amendments or supplements and any applications
or other documents filed in connection thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.
-----------------------------------
THOMAS G. SMITH
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named THOMAS G. SMITH, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 25th day of June, 1998.
-----------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER and THOMAS G. SMITH, or any of them,
with full power of substitution and resubstitution, as his true and lawful
attorney and agent to do any and all acts and things, and execute any or all
instruments which said attorney and agent may deem necessary and advisable to
enable him to comply with the Securities and Exchange Act of 1933 and any rules
and regulations of the Securities and Exchange Commission promulgated thereunder
in connection with the registration of common stock or other securities of
Forest City Enterprises, Inc. (the "Company"), including specifically, but
without limitation thereof, power of attorney to sign his name to a Form S-8
Registration Statement, and any amendments or supplements and any applications
or other documents filed in connection thereto, to be filed with the Securities
and Exchange Commission in respect of common stock or other securities which the
Company grants under its 1994 Stock Option Plan, and the undersigned does hereby
ratify and confirm all that said attorney and agent shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 25th day of June, 1998.
-----------------------------------
WILLIAM M. WARREN
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named WILLIAM M. WARREN, who acknowledged that he did sign
the foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 25th day of June, 1998.
-----------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable her to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 2nd day of July, 1998.
-----------------------------------
LINDA M. KANE
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named LINDA M. KANE, who acknowledged that she did sign the
foregoing instrument and that the same is her free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 2nd day of July, 1998.
-----------------------------------
Notary Public
<PAGE>
2
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as her true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable her to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.
-----------------------------------
MINTA MONCHEIN
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named MINTA MONCHEIN, who acknowledged that she did sign the
foregoing instrument and that the same is her free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 24th day of June, 1998.
-----------------------------------
Notary Public
<PAGE>
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint CHARLES A. RATNER, THOMAS G. SMITH and WILLIAM M. WARREN,
or any of them, with full power of substitution and resubstitution, as his true
and lawful attorney and agent to do any and all acts and things, and execute any
or all instruments which said attorney and agent may deem necessary and
advisable to enable him to comply with the Securities and Exchange Act of 1933
and any rules and regulations of the Securities and Exchange Commission
promulgated thereunder in connection with the registration of common stock or
other securities of Forest City Enterprises, Inc. (the "Company"), including
specifically, but without limitation thereof, power of attorney to sign his name
to a Form S-8 Registration Statement, and any amendments or supplements and any
applications or other documents filed in connection thereto, to be filed with
the Securities and Exchange Commission in respect of common stock or other
securities which the Company grants under its 1994 Stock Option Plan, and the
undersigned does hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 24th day of June, 1998.
-----------------------------------
ALLAN C. KRULAK
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named ALLAN C. KRULAK, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.
I have hereunto set my hand and official seal at ___________________,
Ohio, this 24th day of June, 1998.
-----------------------------------
Notary Public
