UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No 5)*
Forest City Enterprises, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.33 1/3 per share
(Title of Class of Securities)
345550-10-7
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1 and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7).
*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 cover 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).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris William Investors (William Harris Investors, Inc.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
*993,098 *Assumes conversion of 368,530 shares of Class B
Common Stock into 368,530 shares of Class A Common Stock.
7 SOLE DISPOSITIVE POWER
*993,098 *Assumes conversion of 368,530 shares of Class B
Common Stock into 368,530 shares of Class A Common Stock.
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
*993,098 *Assumes conversion of 368,530 shares of Class B
Common Stock into 368,530 shares of Class A Common Stock.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
*5.05% *Assumes conversion of 368,530 shares of Class B
Common Stock into 368,530 shares of Class A Common Stock.
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No 5
Item 1(a) Name of Issuer:
Forest City Enterprises, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1100 Terminal Tower, 50 Public Square
Cleveland, OH 44113-2203
Item 2(a) Name of Person Filing:
William Harris Investors, Inc. ("WHI")
Item 2(b) Address of Principal Business Office:
2 North LaSalle Street, Suite 400
Chicago, IL 60602
Item 2(c) Citizenship:
The filing entity is a Delaware corporation
Item 2(d) Title of Class of Securities:
Class A Common Stock, par value $0.33 1/3 per share
Item 2(e) CUSIP Number:
345550-10-7
Item 3 Type of Person:
(e)[X]Investment Adviser registered under Section 203 of
the Investment Adviser Act of 1940
Item 4 Ownership at December 31, 1998:
(a) Amount beneficially owned:
*993,098 shares
*Assumes conversion of 368,530 shares of Class B
Common Stock into 368,530 shares of Class A
Common Stock.
(b) Percent of class:
*5.05%
*Assumes conversion of 368,530 shares of Class B
Common Stock into 368,530 shares of Class A
Common Stock.
(c) Number of shares as to which the filing person has:
(i) Sole power to vote or to direct the vote:
None
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(ii) Shared power to vote or to direct the vote:
*993,098
*Assumes conversion of 368,530 shares of Class
B Common Stock into 368,530 shares of Class A
Common Stock.
(iii) Sole power to dispose or to direct the
disposition of:
*993,098
*Assumes conversion of 368,530 shares of
Class B Common Stock into 368,530 shares of
Class A Common Stock.
(iv) Shared power to dispose or to direct the
disposition of:
None
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:
The securities reported herein have been acquired on behalf of
discretionary clients of WHI. Persons other than WHI are
entitled to receive all dividends from, and proceeds from the
sale of, those securities.
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 of 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 purpose or effect.
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Signature After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete, and correct.
Date: February 16, 1999
Signature: /s/ Gary Neumayer
Name/Title: Gary Neumayer, Treasurer and Compliance Officer
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