<PAGE>
FOREST CITY ENTERPRISES, INC.
Notice of Annual Meeting of Shareholders
To Be Held June 8, 1999
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of Forest
City Enterprises, Inc. will be held in the ballroom of the Ritz-Carlton Hotel,
1515 West Third Street, Cleveland, Ohio 44113, on Tuesday, June 8, 1999 at 2:00
p.m., local time, for the purpose of considering and acting upon:
(1) The election of twelve (12) directors, each to hold office until the
next annual shareholders' meeting and until a successor shall be
elected and qualified. Three (3) directors will be elected by holders
of Class A Common Stock and nine (9) by holders of Class B Common
Stock.
(2) The ratification of PricewaterhouseCoopers LLP as independent auditors
for the Company for the fiscal year ending January 31, 2000.
(3) Such other business as may properly come before the meeting or any
adjournment thereof.
Shareholders of record at the close of business on April 15, 1999 will be
entitled to notice of and to vote at such annual meeting or any adjournment
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Thomas G. Smith, Secretary
Cleveland, Ohio
April 27, 1999
IMPORTANT: It is important that your stock be represented at the meeting.
Whether or not you intend to be present, please mark, date and sign the
appropriate enclosed proxy or proxies and send them by return mail in the
enclosed envelope, which requires no postage if mailed in the United
States.
<PAGE>
FOREST CITY ENTERPRISES, INC.
Proxy Statement
Solicitation and Revocation of Proxies
The enclosed Proxy or Proxies relating to shares of Class A Common Stock and
Class B Common Stock are solicited on behalf of the Board of Directors of Forest
City Enterprises, Inc. (the "Company") for use at the annual meeting of
shareholders to be held on Tuesday, June 8, 1999 at 2:00 p.m., local time, in
the ballroom of the Ritz -Carlton Hotel, 1515 West Third Street, Cleveland, Ohio
44113. This Proxy Statement and related form of proxy are being first sent to
shareholders on or about May 3, 1999. A shareholder giving a Proxy may revoke
the same by notifying the Secretary of the Company in writing or at the annual
meeting, without affecting any vote previously taken.
Outstanding Shares and Voting Rights
As of April 15, 1999, the record date fixed for the determination of
shareholders entitled to vote at the annual meeting, there were outstanding
19,284,216 shares of Class A Common Stock, par value $.33 1/3 per share, and
10,699,796 shares of Class B Common Stock, par value $.33 1/3 per share, of the
Company (collectively "Common Stock"). At the annual meeting, the holders of
Class A Common Stock will be entitled as a class to elect three (3) directors,
and will be entitled to one vote per share for this purpose. Michael P.
Esposito, Jr., Joan K. Shafran and Louis Stokes have been nominated for election
to serve as these directors. At the annual meeting, the holders of Class B
Common Stock will be entitled as a class to elect nine (9) directors, and will
be entitled to one vote per share for this purpose. Albert B. Ratner, Samuel H.
Miller, Charles A. Ratner, James A. Ratner, Jerry V. Jarrett, Ronald A. Ratner,
Scott S. Cowen, Brian J. Ratner and Deborah Ratner Salzberg have been nominated
for election to serve as these directors. Except for the election of directors,
the holders of Class A Common Stock and Class B Common Stock will vote together
on all other matters presented at the meeting and will be entitled to one (1)
vote per share of Class A Common Stock and ten (10) votes per share of Class B
Common Stock held of record.
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 the holder 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
the holder 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 that holder 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.
Under Ohio law and the Company's Articles of Incorporation, broker non-votes and
abstaining votes will be counted for purposes of determining whether a quorum is
present at the annual meeting, but will not be counted in favor of or against
any nominee for election to the Board of Directors of the Company. Abstentions
will be counted as cast with respect to a proposal and have the same effect as
votes against the ratification of PricewaterhouseCoopers LLP as the Company's
independent auditors for the fiscal year ending January 31, 2000. Broker
non-votes will not be counted as cast for any proposal.
<PAGE>
Election of Directors
It is intended that proxies will be voted for the election of the nominees named
in the table below as directors of the Company unless authority is withheld.
Each is to serve until the next annual shareholders' meeting and until their
successor is elected and qualified. In the event any one or more of such
nominees unexpectedly becomes unavailable for election, proxies will be voted in
accordance with the best judgment of the proxy holder. All nominees are
presently directors of the Company.
At March 1, 1999, the Ratner, Miller and Shafran Families, which include members
of the Company's current Board of Directors and certain executive officers
("Family Interests"), owned 74.7% of the Class B Common Stock. RMS, Limited
Partnership ("RMSLP"), which owned 74.4% of the Class B Common Stock outstanding
as of the record date, is a limited partnership, comprised of the Family
Interests, with eight individual general partners, currently consisting of:
Samuel H. Miller, Co-Chairman of the Board of Directors and Treasurer of the
Company; Charles A. Ratner, President and Chief Executive Officer of the Company
and Director; Ronald A. Ratner, Executive Vice President of the Company and
Director; Brian J. Ratner, Senior Vice President East Coast Development of the
Company and Director; Deborah Ratner Salzberg, Vice President of Forest City
Residential, Inc., a subsidiary of the Company, and Director; Joan K. Shafran,
Director; Joseph Shafran; and one position that is currently vacant. Nathan
Shafran is the father of Joan K. Shafran and Joseph Shafran and the uncle of
Charles A. Ratner, James A. Ratner and Ronald A. Ratner, who are brothers, and
of Albert B. Ratner. Albert B. Ratner is the father of Brian J. Ratner and
Deborah Ratner Salzberg and is first cousin to Charles A. Ratner, James A.
Ratner, Ronald A. Ratner, Joan K. Shafran and Joseph Shafran. Samuel H. Miller
was married to Ruth Ratner Miller (now deceased), a sister of Albert B. Ratner.
The vacant general partnership position relates to shares controlled by the
children of Ruth Ratner Miller.
Under the partnership agreement of RMSLP ("Agreement"), the voting power of the
general partners representing a family branch is determined by dividing the
interest of the family branch they represent by the aggregate interests of all
family branches. The voting power of the general partner or general partners
representing a family branch may not be divided or apportioned but must be voted
together as a whole. If the general partners representing a family branch are
unable to agree on how to vote that branch, the total voting power of the other
general partners is computed without reference to the voting power otherwise
available to that family branch. Accordingly, the voting power of the Ruth
Miller Family Branch will be excluded until its vacant general partner position
is filled. General partners holding 60% of the total voting power (excluding the
voting power of a family branch, if any, unable to agree on how to vote on a
particular matter) of RMSLP determine how to vote the Class B Common Stock of
Forest City Enterprises, Inc. held by RMSLP.
At March 1, 1999, members of the Family Interests collectively owned 32.9% of
the Class A Common Stock. The following table includes the shares of Class B
Common Stock held by RMSLP at March 1, 1999, under the Agreement voted by the
general partners of RMSLP who under Rule 13d-3 of the Securities Exchange Act of
1934 are deemed to be the beneficial owners of those shares of Class B Common
Stock:
<PAGE>
<TABLE>
<CAPTION>
Percent of
Shares of Class B RMSLP's
Name of Common Stock Holdings of Class B
Family Branch General Partners Held through RMSLP Common Stock*
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Max Ratner Charles A. Ratner 3,215,370 40.4%
Ronald A. Ratner
Albert Ratner Brian J. Ratner 1,658,636 20.9%
Deborah Ratner Salzberg
Samuel H. Miller Samuel H. Miller 607,202 7.6%
Shafran Joan K. Shafran 1,601,936 20.1%
Joseph Shafran
Ruth Miller (Presently vacant) 874,786 11.0%
--------- ------
Total 7,957,930 100.0%
========= ======
<FN>
* Represents total voting power for the Family Branch. The Ruth Miller Family
Branch currently does not have voting power as its general partner position
is vacant. Accordingly, the current voting power within RMSLP is as
follows: Max Ratner Family Branch, 45.4%; Albert Ratner Family Branch,
23.4%; Samuel H. Miller Family Branch, 8.6%; and Shafran Family Branch,
22.6%.
</FN>
</TABLE>
The following table sets forth the beneficial ownership of shares of Class A
Common Stock and Class B Common Stock as of March 1, 1999 of each director,
nominee, other named executive officer and all directors and executive officers
as a group. Except as otherwise noted, each person has had the principal
occupation shown for at least the last five years.
<TABLE>
<CAPTION>
Number of Shares of Common
Stock Beneficially Owned
---------------------------------------------------------------------------
Combined
Class
Class A A and B Percent Class B
Occupation Director Common Percent Common of Common Percent
Name and Age Since Stock(f)(h) of Class(f) Stock(g)(h) Class (g) Stock of Class
- --------------- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
HONORARY DIRECTOR
Nathan Honorary Vice Chairman 1960 576,939 (1) 2.99% 581,439 3.01% 4,500 (2) 0.04%
Shafran of the Company since June (1)(2)
1997; Vice Chairman of
the Board of Directors
of the Company prior to
June 1997.
Age 85. (d)
NOMINEES
(a) Michael P. Co-Chairman, Inter- 1995 17,625 (3) 0.09% 17,625 0.09% - -
Esposito,Jr. Atlantic Capital Partners
(investment banking);
Chairman of XL Capital Ltd.
(f/k/a Exel Limited) (insurance);
Retired Executive Vice
President - Chief Control
Compliance and
Administrative Officer,
The Chase Manhattan
Bank, N.A. (banking).
Age 59. (c)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of Common
Stock Beneficially Owned
---------------------------------------------------------------------------
Combined
Class
Class A A and B Percent Class B
Occupation Director Common Percent Common of Common Percent
Name and Age Since Stock(f)(h) of Class(f) Stock(g)(h) Class (g) Stock of Class
- --------------- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) Joan K. Executive Managing 1997 211,958 (4) 1.10% 8,174,388 30.00% 7,962,430 (5) 74.41%
Shafran Partner, The Berimore (4)(5)
Company (investments); Principal
and President of the Board,
Do While Studio (art and
technology nonprofit).
Age 51.
(a) Louis Retired Member of The 1999 - - - - - -
Stokes United States Congress
Age 74.
(b) Albert B. Co-Chairman of the 1960 723,918 (6) 3.75% 727,029 3.77% 3,111 (7) 0.03%
Ratner Board of Directors of the (6)(7)
Company since June 1995,
Vice Chairman of the Board
of the Company from June
1993 to June 1995, Chief
Executive Officer prior to
July 1995 and President
prior to July 1993.
Director of American
Greetings Corporation
(greeting cards) and
RPM, Inc. (manufacturing).
Age 71. (d)
(b) Samuel H. Co-Chairman of the 1960 1,020,984 (8) 5.30% 8,978,914 32.96% 7,957,930 (9) 74.36%
Miller Board of Directors (8)(9)
of the Company since
June 1995, Chairman of the
Board of the Company from
June 1993 to June 1995 and
Vice Chairman of the Board,
Chief Operating Officer
of the Company prior to
June 1993, Treasurer of
the Company since
December 1992.
Age 77. (d)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of Common
Stock Beneficially Owned
---------------------------------------------------------------------------
Combined
Class
Class A A and B Percent Class B
Occupation Director Common Percent Common of Common Percent
Name and Age Since Stock(f)(h) of Class(f) Stock(g)(h) Class (g) Stock of Class
- --------------- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(b) Charles A. President of the Company 1972 1,774,817 (10) 9.20% 9,732,747 35.72% 7,957,930 (11) 74.36%
Ratner since June 1993, Chief (10)(11)
Executive Officer of the
Company since June 1995,
Chief Operating Officer
from June 1993 to
June 1995 and Executive
Vice President prior to
June 1993. Director of
Cole National Corporation
(retail) and Cole National
Group Inc. (retail).
Age 57. (d)
(b) James A. Executive Vice President 1984 2,033,023 (12) 10.54% 2,033,023 10.54% -(13) -
Ratner of the Company and (12)(13)
President of Forest City
Rental Properties
Corporation,
a subsidiary of the
Company.
Age 54. (d)
(b) Jerry V. Retired Chairman 1984 2,125 (14) 0.01% 2,125 0.01% - -
Jarrett and Chief
Executive Officer
of Ameritrust
Corporation (banking);
Director of International
Total Services (services)
Age 67. (c)
(b) Ronald A. Executive Vice President 1985 858,675 (15) 4.45% 8,816,605 32.36% 7,957,930 (16) 74.36%
Ratner of the Company and (15)(16)
President of Forest
City Residential Group,
Inc., a subsidiary of the
Company. Age 52. (d)
(b) Scott S. President, Tulane 1989 3,225 (17) 0.02% 3,225 0.02% - -
Cowen University (education) since
July 1998;
Dean and Professor
of Weatherhead School
of Management, Case
Western Reserve University
(education) prior to July 1998.
Director of JoAnn
Stores, Inc., (specialty
retailing), Newell
Rubbermaid Corporation
(consumer products) and
American Greetings
Corporation (greeting cards).
Age 52. (c)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of Common
Stock Beneficially Owned
---------------------------------------------------------------------------
Combined
Class
Class A A and B Percent Class B
Occupation Director Common Percent Common of Common Percent
Name and Age Since Stock(f)(h) of Class(f) Stock(g)(h) Class (g) Stock of Class
- --------------- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(b) Brian J. Senior Vice President - 1993 139,784 (18) 0.72% 8,097,714 29.72% 7,957,930 (19) 74.36%
Ratner East Coast Development of the (18)(19)
Company since January 1997,
Vice President-Urban
Entertainment from June
1995 to December 1996,
Vice President of the
Company from May 1994 to
June 1995 and an officer
of various subsidiaries.
Age 41. (d)
(b) Deborah Officer of various 1995 80,552 (20) 0.42% 8,038,482 29.51% 7,957,930 (21) 74.36%
Ratner subsidiaries of the (20)(21)
Salzberg Company.
Age 45. (d)
OTHER NAMED EXECUTIVE OFFICER
Thomas G. Senior Vice 3,600 (22) 0.02% 4,088 0.02% 488 0.00%
Smith President, Chief
Financial Officer and
Secretary of the
Company. Director
of Cleveland Region
Advisory Board, First
Merit Bank (banking).
Age 58. (d,e)
ALL DIRECTORS, NOMINEES AND EXECUTIVE
OFFICERS AS A GROUP (19 in number) 5,057,254 (23) 26.19% 13,023,750 47.75% 7,966,496 (24) 74.44%
(23)(24)
</TABLE>
<PAGE>
(1) Includes 69,118 shares of Class A Common Stock held in a partnership in
which Mr. Shafran has shared power of voting and disposition. Mr. Shafran
has beneficial ownership of 464,376 shares held in trusts for which he is
trustee and has shared power of voting and disposition.
(2) These represent shares held in a partnership in which Mr. Shafran has
shared power of voting and disposition. Mr. Shafran disclaims beneficial
ownership of 1,485,528 shares of Class B Common Stock owned through the
Shafran Family Branch of RMSLP. See discussion of RMSLP above.
(3) Includes 1,125 shares that were issuable upon the exercise of stock options
vested at March 1,1999 and within 60 days thereafter.
(4) Includes 69,118 shares of Class A Common Stock held in a partnership in
which Joan K. Shafran has shared power of voting and disposition. Ms.
Shafran has beneficial ownership of 140,590 shares held in a trust for
which she is trustee and has shared power of voting and disposition.
(5) Includes 4,500 shares of Class B Common Stock held in a partnership in
which Joan K. Shafran has shared power of voting and disposition. Ms.
Shafran's beneficial ownership of the remaining 7,957,930 shares of Class B
Common Stock reflects her status as a general partner of RMSLP. See
discussion of RMSLP above.
(6) Albert B. Ratner has beneficial ownership of 372,972 shares of Class A
Common Stock held in trusts for which he is trustee and has shared power of
voting and disposition and 180,602 shares for which he has sole power of
voting and disposition. Mr. Ratner has beneficial ownership of 66,988
shares held in trusts for which he is trust advisor and has shared power of
voting and disposition with the trustees.
(7) Does not reflect the following shares that Albert B. Ratner disclaims
beneficial ownership of: 1,424,674 shares of Class B Common Stock held by
trusts for which he is trustee and 80,775 shares held by trusts for which
he is trust advisor, of which 610,499 shares are held in the Albert Ratner
Family Branch of RMSLP, 618,470 shares are held in the Max Ratner Family
Branch of RMSLP and 276,480 shares are held in the Ruth Miller Family
Branch of RMSLP. See discussion of RMSLP above.
(8) Samuel H. Miller has beneficial ownership of 464,376 shares of Class A
Common Stock held in trusts for which he is trustee and has shared power of
voting and disposition and 550,202 shares for which he has sole power of
voting and disposition.
(9) Samuel H. Miller's beneficial ownership of these shares of Class B Common
Stock reflects his status as a general partner of RMSLP. See discussion of
RMSLP above.
(10) Charles A. Ratner has beneficial ownership of 1,287,300 shares of Class A
Common Stock held in trusts for which he is trustee and has shared power of
voting and disposition and 2,672 shares for which he has sole power of
voting and disposition. Mr. Ratner has beneficial ownership of 129,914
shares held in trusts for which he is trust advisor and has shared power of
voting and disposition with the trustees. Includes 7,200 shares that were
issuable upon the exercise of stock options vested at March 1, 1999 and
within 60 days thereafter.
<PAGE>
(11) Charles A. Ratner's beneficial ownership of these shares of Class B Common
Stock reflects his status as a general partner of RMSLP. See discussion of
RMSLP above.
(12) James A. Ratner has beneficial ownership of 1,386,826 shares of Class A
Common Stock held in trusts for which he is trustee and has shared power of
voting and disposition and 138,532 shares for which he has sole power of
voting and disposition. Mr. Ratner has beneficial ownership of 23,624
shares held in trusts for which he is trust advisor and has shared power of
voting and disposition with the trustees. Includes 4,500 shares that were
issuable upon the exercise of stock options vested at March 1, 1999 and
within 60 days thereafter.
(13) Does not reflect the following shares that James A. Ratner disclaims
beneficial ownership of: 1,979,033 shares of Class B Common Stock held by
trusts for which he is trustee and 134,132 shares held by trusts for which
he is trust advisor, of which 1,282,694 shares are held in the Max Ratner
Family Branch of RMSLP, 378,028 shares are held in the Albert Ratner Family
Branch of RMSLP and 452,443 shares are held in the Ruth Miller Family
Branch of RMSLP. See discussion of RMSLP above.
(14) Includes 1,125 shares that were issuable upon the exercise of stock options
vested at March 1, 1999 and within 60 days thereafter.
(15) Ronald A. Ratner has beneficial ownership of 223,902 shares of Class A
Common Stock held in trusts for which he is trustee and has shared power of
voting and disposition and 137,720 shares for which he has sole power of
voting and disposition. Includes 4,500 shares that were issuable upon the
exercise of stock options vested at March 1, 1999 and within 60 days
thereafter.
(16) Ronald A. Ratner's beneficial ownership of these shares of Class B Common
Stock reflects his status as a general partner of RMSLP. See discussion of
RMSLP above.
(17) Includes 1,125 shares that were issuable upon the exercise of stock options
vested at March 1, 1999 and within 60 days thereafter.
(18) Brian J. Ratner has beneficial ownership of 5,640 shares of Class A Common
Stock held in trusts for which he is trustee and has shared power of voting
and disposition. Mr. Ratner claims beneficial ownership of 15,600 shares
held as custodian for his daughter and as to which he has sole power of
voting and disposition. Includes 2,700 shares that were issuable upon the
exercise of stock options vested at March 1, 1999 and within 60 days
thereafter.
(19) Brian J. Ratner's beneficial ownership of these shares of Class B Common
Stock reflects his status as a general partner of RMSLP. See discussion of
RMSLP above.
<PAGE>
(20) Deborah Ratner Salzberg has beneficial ownership of 51,840 shares of Class
A Common Stock held in trusts for which she is trustee and has shared power
of voting and disposition. Includes 900 shares that were issuable upon the
exercise of stock options vested at March 1, 1999 and within 60 days
thereafter.
(21) Deborah Ratner Salzberg's beneficial ownership of these shares of Class B
Common Stock reflects her status as a general partner of RMSLP. See
discussion of RMSLP above.
(22) Includes 150 shares that were issuable upon the exercise of stock options
vested at March 1, 1999 and within 60 days thereafter.
(23) These shares of Class A Common Stock represent all the shares in which
beneficial ownership is claimed by these persons. Shares for which
beneficial ownership have been claimed by more than one person have been
counted only once in this category. Includes 27,825 shares that were
issuable upon the exercise of stock options vested at March 1, 1999 and
within 60 days thereafter.
(24) These shares of Class B Common Stock represent all the shares in which
beneficial ownership is claimed by these persons. Included in this total
are 7,957,930 shares of Class B Common Stock that are held by RMSLP. Shares
for which beneficial ownership have been claimed by more than one person
have been counted only once in this category.
(a) Nominated for election by holders of Class A Common Stock.
(b) Nominated for election by holders of Class B Common Stock.
(c) Member of the Audit, Compensation and Nominating and Corporate Governance
Committees.
(d) Officer and/or director of various subsidiaries of the Company.
(e) This officer is not a director.
(f) Does not reflect potential conversion of Class B Common Stock to Class A
Common Stock.
(g) Reflects potential conversion of all Class B Common Stock held by the
nominee or officer listed to Class A Common Stock. Shares of Class B Common
Stock are convertible pursuant to their terms into shares of Class A Common
Stock at any time on a 1 for 1 basis.
(h) This column includes, if any, Class A stock options that were exercisable
on March 1, 1999 or will be exercisable within 60 days after such date.
The Company has been advised that the shares owned by RMSLP and shares owned by
other Ratner, Miller and Shafran families will be voted for the approval of the
election of the directors nominated. If such shares are voted for approval, then
such vote will be sufficient to elect the nominees voted on by the Class B
shareholders.
<PAGE>
Director Compensation
Each non-employee director of the Company receives a quarterly retainer of
$6,250. They also receive a fee of $500 for attending any board committee
meeting and an additional $500 for serving as chairman for any board committee
meeting. During fiscal 1998, Messrs. Cowen, Esposito and Jarrett received
$4,500, $3,000 and $4,000, respectively, for attending or serving as chairman
for board committee meetings. In addition, Messrs. Esposito and Jarrett received
$3,000 and $5,000, respectively, for attending other meetings in their capacity
as a director of the Company. Directors who are also employees of the Company
receive no additional compensation for service as directors.
We regret the loss of our director, J Maurice Struchen, who died in March 1999.
In addition to his retainer, Mr. Struchen received $3,000 for attending Audit
and Compensation committee meetings and $58,500 for attending other meetings in
his capacity as a director of the Company.
Principal Security Holders
The following table sets forth the security ownership as of March 1, 1999 of all
other persons who beneficially own 5% or more of the Company's common stock.
<TABLE>
<CAPTION>
Number of Shares of Common
Stock Beneficially Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Combined
Class
Class A A and B Class B
Common Percent Common Percent Common Percent
Name and Address Stock(a) of Class(a) Stock(b) of Class(b) Stock of Class
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Private Capital Management, Inc. and 1,851,344(1)(5) 9.60% 2,117,344(1)(5) 10.83% 266,000(1)(5) 2.49%
Bruce S. Sherman
3003 Tamiami Trail North
Naples, FL 33940
Southeast Asset Management, Inc. and 1,651,900(2)(5) 8.57% 1,840,478(2)(5) 9.45% 188,578(2)(5) 1.76%
Longleaf Partners Realty Fund
6410 Poplar Ave., Suite 900
Memphis, TN 38119
Wanger Asset Management, L.P,. 699,760(3)(5) 3.63% 1,169,720(3)(5) 5.92% 469,960(3)(5) 4.39%
Wanger Asset Management, Ltd.,
Ralph Wanger and Acorn Investment
Trust, Series Designated Acorn Fund
227 West Monroe, Suite 3000
Chicago, IL 60606
William Harris Investors, Inc. 624,568(4)(5) 3.24% 993,098(4)(5) 5.05% 368,530(4)(5) 3.44%
2 North LaSalle Street, Suite 400
Chicago, IL 60602-3703
Joseph Shafran 233,459(6) 1.21% 8,195,889(6) 30.08% 7,962,430(6) 74.41%
Paran Management Company
13212 Shaker Boulevard, Suite 100
Cleveland, OH 44120
Ratner, Miller & Shafran Family
Interests 6,352,337(7) 32.91% 14,343,228(7) 52.55% 7,990,891(7) 74.67%
1600 Terminal Tower
50 Public Square
Cleveland, OH 44113
</TABLE>
<PAGE>
(1) Private Capital Management, Inc. (PCM), a Florida corporation, is an
investment advisor registered under Section 203 of the Investment Advisers
Act of 1940. PCM is deemed to be the beneficial owner of the securities in
the table above because of its shared power to dispose or to direct the
disposition of these securities; PCM disclaims any power to vote or to
direct the voting of these securities. Bruce S. Sherman, as President of
PCM, may also be deemed to be the beneficial owner of the 1,851,344 shares
beneficially owned by PCM. Mr. Michael J. Seaman, an employee of PCM or its
affiliates, owns 8,100 shares of Class A Common Stock not included in the
table above. Mr. Seaman disclaims any beneficial ownership in any of the
securities beneficially owned by either PCM or Mr. Sherman.
(2) Southeastern Asset Management, Inc. (SAM), a Tennessee corporation, is an
investment advisor registered under Section 203 of the Investment Advisers
Act of 1940. Longleaf Partners Realty Fund (LPRF) is a series of Longleaf
Partners Fund Trust, a Massachusetts business trust. SAM is the beneficial
owner of the securities included in the table above because of its advisory
relationship with the persons owning the securities. SAM and LPRF disclaim
beneficial ownership in 453,700 shares of Class A Common Stock held in an
account over which they have no voting or dispositive powers. Mr. O. Mason
Hawkins, a U.S. citizen and Chairman of the Board and Chief Executive
Officer of SAM, could be deemed to be a controlling person of SAM as a
result of his official position 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 included in the table above.
(3) Wanger Asset Management, L.P. (WAM) is a Delaware limited partnership
registered under Section 203 of the Investment Advisers Act of 1940, Wanger
Asset Management, Ltd. (WAM Ltd) is a Delaware corporation and Ralph Wanger
(Wanger) is a U.S. citizen. WAM Ltd. is the sole general partner of WAM.
Wanger is the principal stockholder of WAM Ltd. Acorn Investment Trust,
Series Designated Acorn Fund (Acorn) is a Massachusetts business trust.
Power over voting and disposition of the securities reported by Acorn is
shared with WAM, which is the investment advisor of Acorn.
(4) William Harris Investors,Inc. (WHI), a Delaware corporation, is an
investment advisor registered under Section 203 of the Investment Advisers
Act of 1940. WHI has reported to the Company that it is the beneficial
owner of the securities included in the table above because of its advisory
relationship with the persons owning the securities.
(5) The number of shares of capital stock beneficially owned represent shares
beneficially owned at December 31, 1998 as disclosed in Form 13G filed by
the Principal Security Holder named in the table.
(6) Joseph Shafran is the son of Nathan Shafran and brother of Joan K. Shafran.
Included in the Class A Common Stock are 69,118 shares held in a
partnership in which Joseph Shafran has shared power of voting and
disposition. Mr. Shafran has beneficial ownership of 164,341 shares of
Class A Common Stock held in trusts for which he is trustee and has shared
power of voting and disposition. Included in the Class B Common Stock are
4,500 shares held in a partnership in which Joseph Shafran has shared power
of voting and disposition. Joseph Shafran's beneficial ownership of the
remaining 7,957,930 shares of Class B Common Stock reflects his status as a
general partner of RMSLP. See discussion of RMSLP under "Election of
Directors."
<PAGE>
(7) The Ratner, Miller and Shafran families have an ownership interest in the
Company as reflected in the table above. These securities are beneficially
owned by members of these families either individually or through a series
of trusts and custodianships. Of the shares of Class B Common Stock listed
above, RMSLP owns 7,957,930 shares which represents 74.36% of the Class B
Common Stock outstanding at March 1, 1999.
Certain members of the Ratner, Miller and Shafran families have been
nominated for election to serve on the Board of Directors of the Company.
(See information regarding nominees and directors previously disclosed for
further information regarding the beneficial ownership of the Company's
Common Stock by these individuals).
(a) Does not reflect potential conversion of Class B Common Stock to Class A
Common Stock.
(b) Reflects potential conversion of all Class B Common Stock held by the
principal security holder listed to Class A Common Stock. Shares of Class B
Common Stock are convertible into shares of Class A Common Stock at anytime
on a 1 for 1 basis.
Committees of the Board of Directors
During the last fiscal year, the Company's Board of Directors held four regular
meetings.
The Audit Committee is composed of three non-employee directors: Messrs. Michael
P. Esposito, Jr. (Chairman), Scott S. Cowen and Jerry V. Jarrett. The Audit
Committee recommends the firm of independent accountants to be appointed by the
Board of Directors (subject to approval by the shareholders) reviews the fee
structure and the scope of the annual audit, reviews the results of the annual
audit, reviews reports of significant audits performed by the Company's internal
auditors, reviews the adequacy of internal controls and consults with
independent accountants and financial management on accounting issues, including
significant changes in accounting practices. Two Audit Committee meetings were
held during 1998.
The Compensation Committee is comprised of three non-employee directors: Messrs.
Jerry V. Jarrett (Chairman), Scott S. Cowen and Michael P. Esposito, Jr. The
Compensation Committee reviews the compensation arrangements for senior
management. Three Compensation Committee meetings were held during 1998.
The Nominating and Corporate Governance Committee is comprised of three
non-employee directors: Messrs. Scott S. Cowen (Chairman), Michael P. Esposito,
Jr. and Jerry V. Jarrett. The Nominating and Corporate Governance Committee was
formed in March 1999 for the purpose of proposing Board of Director nominees and
to advise the Board on all matters concerning corporate governance, to the
extent these matters are not the responsibility of other committees, assessing
the Board's performance and making recommendations to the Board on the functions
and duties of the committees of the Board, general Board practices and the
Company's relations with its stockholders.
Each director attended at least 75% of the meetings of the Board and those
committees on which the director served.
<PAGE>
Compensation Committee Interlocks and Inside Participation
The Compensation Committee of the Board of Directors consists entirely of
nonemployee Directors. No member of the Compensation Committee is a current or
former officer or employee of the Company or any of its subsidiaries.
Compensation Committee Report
The Compensation Committee Report shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or under the Securities Exchange Act
of 1934, except to the extent that the Company specifically incorporates the
information by reference, and shall not otherwise be deemed filed under such
Acts.
The primary role of the Compensation Committee is to develop and implement
compensation policies that are consistent with and integrally linked to the
accomplishment of the Company's strategic objectives.
The Company believes that shareholder value is best maximized through the
increase in Earnings Before Depreciation, Amortization and Deferred Taxes, as
discussed in the Management's Discussion and Analysis section of the Company's
Annual Report, and the increase in the value of its real estate portfolio over
time.
The Company adheres to certain principles in developing its compensation
policies. First, total compensation should be competitive with other companies
in the real estate industry of similar size. Incentive compensation should be
linked both to each individual's performance and the performance of the Company
as a whole. Compensation opportunities should be structured to attract and
retain those individuals that can help achieve the Company's strategic
objectives and thus maximize shareholder value.
The Compensation Committee reviews and approves all policies under which each
form of compensation is paid or awarded to the Company's "key" officers as
defined by the Committee. The salaries of the Chief Executive Officer and the
five other most highly compensated officers are proposed by the Chief Executive
Officer to the Committee for approval. The Committee then reviews and approves
the compensation of the Chief Executive Officer and the five other most highly
compensated executive officers. The Compensation Committee also reviews the
salaries and incentives for each member of the Ratner, Miller and Shafran
families identified as executive officers.
The Compensation Committee utilizes nationally recognized outside experts as
consultants to assist it in the performance of its duties. These consultants are
asked to analyze officers salaries and compare those paid by Forest City
Enterprises with comparable corporations in the real estate field. In addition,
the consultants are asked to provide the committee with guidance on ranges in
annual salary and incentive compensation so officers of Forest City Enterprises
would be compensated on a competitive basis. The committee meets with these
consultants as required, and expects to continue to use their services in the
future.
Jerry V. Jarrett, Chairman Scott S. Cowen Michael P. Esposito, Jr.
<PAGE>
Executive Compensation
The following table sets forth the compensation awarded to, earned by, or paid
to the Company's chief executive officer and the five other most highly
compensated executive officers. Shares have been adjusted for the two-for-one
stock split paid on July 16, 1998.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long Term
Compensation
Awards
------------
Securities
Annual Compensation Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Options(#) Compensation($)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles A. Ratner, 1998 $ 399,986 $ 200,000 28,800 $ 114,408
President and Chief 1997 398,543 - - 125,562
Executive Officer 1996 324,986 - 28,800 137,726
Albert B. Ratner, Co-Chairman 1998 449,986 - - 126,330
of the Board of Directors 1997 449,679 - - 143,466
1996 449,986 - - 159,634
Samuel H. Miller, Co-Chairman 1998 399,985 - - 12,128
of the Board of Directors 1997 399,986 - - 12,128
and Treasurer 1996 385,121 109,000 - 12,103
Thomas G. Smith, 1998 319,794 155,000 14,400 51,900
Senior Vice President, 1997 309,800 140,000 - 51,900
Chief Financial Officer 1996 310,804 100,000 14,400 51,875
and Secretary
James A. Ratner 1998 324,986 162,500 18,000 8,576
Executive Vice President 1997 323,543 - - 8,554
1996 249,985 - 18,000 6,551
Ronald A. Ratner 1998 324,986 162,500 18,000 8,576
Executive Vice President 1997 323,543 - - 8,554
1996 249,985 - 18,000 6,323
</TABLE>
Amounts reported as "All Other Compensation" in 1998 include (i) accrual of
annual benefits to each named executive officer's vested balance in the
Company's deferred compensation plan as follows: Charles A. Ratner, $10,000;
Albert B. Ratner, $10,000; Samuel H. Miller, $10,000; James A. Ratner, $7,000;
and Ronald A. Ratner, $7,000; (ii) accrual of an amount for Thomas G. Smith that
is provided in lieu of a deferred compensation plan that existed with his prior
employer, $50,000; (iii) cost of group term life insurance as follows: Charles
A. Ratner, $900; Albert B. Ratner, $1,518; Samuel H. Miller, $1,128; Thomas G.
Smith, $900; James A. Ratner, $576; and Ronald A. Ratner, $576; (iv) the
Company's matching contribution to the 40l(k) plan as follows: Charles A.
Ratner, $1,000; Albert B. Ratner, $1,000; Samuel H. Miller, $1,000; Thomas G.
Smith, $1,000; James A. Ratner, $1,000; and Ronald A. Ratner, $1,000; and (v)
the dollar value of the benefit to the named executive officer of the
interest-free use of the Company paid premiums, excluding the term insurance
portion which is paid by the named executive officer, from the current year to
the projected date the premiums will be refunded to the Company for split-dollar
life insurance as follows: Charles A. Ratner, $102,508; and Albert B. Ratner,
$113,812.
<PAGE>
The Company entered into employment agreements with Albert B. Ratner and Samuel
H. Miller, Co-Chairmen of the Board of Directors effective July 1, 1989 and
February 1, 1997, respectively, which provide for an annual salary of $450,000
and $400,000, respectively. The contracts were initially for a term of one year
and are renewable annually. Although no formal bonus plan exists, an annual
bonus may be awarded, determined on a discretionary basis.
The Company entered into employment agreements with James A. Ratner and Ronald
A. Ratner effective February 1, 1997 providing for annual salaries of $325,000
each. These contracts, which were initially for a term of one year, are
renewable annually.
The employment agreements for Albert Ratner, Samuel Miller, Charles Ratner,
James Ratner and Ronald Ratner further provide that upon the death of such
officer his beneficiary will receive an annual payment for five years equal to
one-half of his average annual contractual salary and bonus, if any, for the
five calendar years immediately preceding his death.
Option Grants in Last Fiscal Year
---------------------------------
The following table sets forth information regarding stock options granted
during fiscal 1998 to the executive officers named in the Summary Compensation
Table. The information in the table is adjusted for the two-for-one stock split
paid on July 16, 1998.
<TABLE>
<CAPTION>
Individual Grants
- ---------------------------------------------------------------------------------------------------------
Number
of % of Total Grant Date
Securities Options Value
Underlying Granted to Exercise -----------
Options Employees or Base Grant Date
Granted in Fiscal Price Expiration Present
(#) (1) Year ($/Sh) Date Value $ (2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles A. Ratner 28,800 7.4% $28.50 3/17/08 $ 435,427
Albert B. Ratner - - - - -
Samuel H. Miller - - - - -
Thomas G. Smith 14,400 3.7% $28.50 3/17/08 $ 217,714
Ronald A. Ratner 18,000 4.6% $28.50 3/17/08 $ 272,142
James A. Ratner 18,000 4.6% $28.50 3/17/08 $ 272,142
</TABLE>
(1) On March 17, 1998, fixed stock options to purchase Class A common stock
were granted under the 1994 Stock Option Plan ("Plan"). The options have a term
of 10 years and vest as follows: 25% after two years, 58% after three years and
100% after four years from date of grant. The exercise price is equal to the
fair market value on the date of grant. Fair market value is defined as the
price per share at the close of business on the date immediately preceding the
date the stock option grant is awarded. Under the Plan, the awards may be
incentive stock options or non-qualified stock options. All the options granted
in the above table were non-qualified stock options, except for Thomas G. Smith,
who was granted 7,044 incentive stock options and 7,356 non-qualified stock
options.
<PAGE>
(2) The options were valued using the Black-Scholes option-pricing model
using the following assumptions: expected volatility of 38%, based on closing
prices of Class A Common Stock for 61 months prior to grant; risk-free rate of
return of 5.7%; dividend yield of .5%, based on return of U.S. Government notes;
expected life of 8.7 years and turnover of 3%.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
-----------------------------------------------
The following Table shows stock options exercised during fiscal 1998 by the
executive officers named in the Summary Compensation Table and the value of
unexercised stock options to purchase Class A Common Stock held at January 31,
1999. The information in the Table is adjusted for the two-for-one stock split
paid on July 16, 1998.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares FY-End (#) FY-End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles A. Ratner - - 7,200/50,400 $78,750/$236,250
Albert B. Ratner - - - -
Samuel H. Miller - - - -
Thomas G. Smith 3,450 $24,150 150/25,200 $1,641/$118,125
James A. Ratner - - 4,500/31,500 $49,219/$147,656
Ronald A. Ratner - - 4,500/31,500 $49,219/$147,656
</TABLE>
The last closing price of the Company's Class A Common Stock for the fiscal year
ended January 31, 1999 was $25.31 per share.
<PAGE>
The following graph shows a comparison of five-year cumulative total return of
Forest City Enterprises, Inc. Class A Common Stock (FCEA), Forest City
Enterprises, Inc. Class B Common Stock (FCEB), Standard & Poor's 500 Stock Index
(S&P 500) and the Dow Jones Real Estate Investment Index. The cumulative total
return is based on a $100 investment on January 31, 1994 and the subsequent
change in market prices of the securities at each respective fiscal year end. It
also assumes that dividends were reinvested quarterly.
Performance Graph
<TABLE>
<CAPTION>
JAN-94 JAN-95 JAN-96 JAN-97 JAN-98 JAN-99
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FCEA $100 $ 77 $ 85 $159 $209 $198
FCEB $100 $ 72 $ 77 $144 $191 $181
S&P500 $100 $101 $139 $176 $224 $296
Dow Jones Real Estate
Investment Index $100 $ 91 $112 $152 $177 $138
</TABLE>
Transactions with Affiliated Persons
The Company paid approximately $310,000 as total compensation during 1998 to RMS
Investment Corp. (RMSIC), a company engaged in property management and leasing,
controlled by the four children of Charles A. Ratner (the President, Chief
Executive Officer and a Director of the Company) each holding a 4.3% interest,
the two children of James Ratner (an Executive Vice President and a Director of
the Company) each holding a 4.3% interest, the two children of Ronald Ratner (an
Executive Vice President and a Director of the Company) each holding a 4.3%
interest, the two children of Albert Ratner (a Co-Chairman of the Company's
Board of Directors), Deborah Ratner Salzberg and Brian J. Ratner, each holding a
12.5% interest, the two children of Mark Ratner, (brother of Charles Ratner,
James Ratner and Ronald Ratner), the four children of Ruth Miller (deceased
sister of Albert Ratner) and Samuel H. Miller (a Co-Chairman of the Company's
Board of Directors) each holding a 2.75% interest, Samuel H. Miller as Trustee
(14.0%), Nathan Shafran (an Honorary Director of the Company) as Trustee (3.6%)
and Fannye Shafran as Trustee (3.6%). RMSIC manages and provides leasing
services to two of the Company's Cleveland-area specialty retail shopping
centers, Golden Gate (362,000 square feet) and Midtown (256,000 square feet).
The rate of compensation for such services is 4% of all tenant rentals, plus a
lease fee of 2% to 3%. Management believes these fees are comparable to that
which other management companies would charge.
<PAGE>
Under the Company's current policy, no director, officer or employee, including
members of the Ratner, Miller or Shafran families, is allowed to invest in a
competing real estate opportunity without first obtaining approval of the
Company's Conflict of Interest Committee. However, the Company currently does
not have non-compete agreements with any of its directors, officers and
employees and, upon leaving the Company, any director, officer or employee could
compete with the Company. An exception to the Company's conflict-of-interest
policy permits existing directors, officers and employees, including Albert B.
Ratner, Co-Chairman of the Board of Directors, Samuel H. Miller, Co-Chairman of
the Board of Directors and Treasurer, Charles A. Ratner, President, Chief
Executive Officer and Director, Ronald A. Ratner, Executive Vice President and
Director, Brian J. Ratner, Senior Vice President Development and Director,
Deborah Ratner Salzberg, Vice President of Forest City Residential, Inc. (a
subsidiary of the Company) and Director, James A. Ratner, Executive Vice
President, Director and President of Forest City Rental Properties Corporation
and Nathan Shafran, Honorary Director, to retain an interest in 15 properties
that were acquired before 1960 and one post 1960 acquisition, with a total cost
of $94.0 million. All but one of those properties are located in Cleveland and
are in competition with properties owned by the Company. The ownership of these
properties by these directors, officers and employees makes it possible that
conflicts of interest may arise between them and the Company. Although no such
conflicts are anticipated, areas of possible conflict may be in the development
or expansion of properties which may compete with the Company or the
solicitation of tenants for the use of such properties.
<PAGE>
The Company is a partner in various residential and land development projects
with certain affiliates of William Harris Investors, Inc. ("Harris"), a
principal security holder of the Company. The amounts of distributions,
including repayment of loans, if any, made to Harris during calendar year 1998
and the net investment by Harris remaining at the end of 1998 are as shown
below:
<TABLE>
<CAPTION>
Harris Forest City Harris Net
Partnership Partnership Residential 1998 Distribution Investment
Interest Interest Property to Harris at 12/31/98
- ------------------------------------------------------------------------------------------------------------
<S><C> <C> <C> <C>
.5% .5% Lenox Club $ 0 $ 650,347
Arlington, VA
.5% .5% Lenox Park 100,000 (44,689)
Silver Spring, MD
.5% .5% Pavilion 4,403,292 (8,529,276)
Chicago, IL
</TABLE>
Granite Development Partners, L.P. (Granite) is a limited partnership in which a
Forest City entity is the general partner and which has publicly traded limited
partnership units. Harris had a $1,320,000 investment in partnership units at
the end of 1998. No distributions were paid during 1998 on any Granite
partnership units. Interest payments of $464,068 were made by Granite to Harris
during 1998.
In 1997, the Company's Silver Lakes investment was restructured. Under the
agreement, Harris is a passive partner and the Forest City partner has
management control. Harris is entitled to receive monthly distributions of
$698,042 each month until a total of $16,753,000 has been distributed to Harris.
During 1998 and 1997, payments totaling $10,470,630 and $6,282,370,
respectively, were made to Harris. No more payments are due.
At December 31, 1998, Harris's partnership interest in Silver Lakes was 45%. The
Forest City partner's partnership interest in Silver Lakes was 45%.
During 1997, the Company acquired Harris' partnership interest in SLJVII in
exchange for the Company's partnership interests in the Seven Bridges
partnerships plus a note for $1,382,931 bearing interest at 7% payable in twelve
(12) equal monthly installments. As of January 31, 1999, the note was paid in
full.
Section 16(a) Beneficial Ownership Reporting/Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who are beneficial owners of more than ten
percent of a registered class of the Company's equity securities ("Reporting
Persons") to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange. Reporting
Persons are required by regulations of the Securities and Exchange Commission to
furnish the Company's Corporate Secretary with copies of all Section 16(a) forms
they file.
<PAGE>
Based solely on its review of the copies of Section 16(a) forms received by it,
or written representations from Reporting Persons that no Forms 5 were required
for those persons, the Company believes that during 1997 all filing requirements
applicable to Reporting Persons were complied.
Ratification of Independent Auditors
The Board of Directors recommends the ratification of PricewaterhouseCoopers
LLP, Certified Public Accountants, by the shareholders at the annual meeting as
the Company's independent auditors for the fiscal year ending January 31, 2000.
PricewaterhouseCoopers LLP has indicated that a representative of
PricewaterhouseCoopers LLP will attend the annual meeting to respond to
appropriate questions from shareholders. Their representative will also have the
opportunity to make a statement at the meeting.
The affirmative vote of the holders of a majority of the combined voting power
of the outstanding shares of Class A Common Stock and Class B Common Stock of
the Company present or represented at the meeting is required for the
ratification of PricewaterhouseCoopers LLP as the Company's independent auditors
for the year ended January 31, 2000. The Company has been advised that the
shares held by the Ratner, Miller and Shafran families and partnerships will be
voted in favor of the proposal. If such shares are voted for approval, then such
vote will be sufficient to approve such proposal.
Shareholder Proposals for 2000 Annual Meeting
Any shareholder proposals intended to be presented at the Company's 2000 annual
meeting of shareholders must be received by the Company at the address below on
or before January 3, 2000 for inclusion in the Company's proxy statement and
form of proxy relating to the 2000 annual meeting of shareholders. If any
stockholder proposal is submitted after March 15, 2000, the Board of Directors
will be allowed to use its discretionary voting authority when the proposal is
raised at the 2000 Annual Meeting, without any discussion of the matter in the
proxy statement.
Other Business
It is not anticipated that matters other than those described in this Proxy
Statement will be brought before the meeting for action, but if any other
matters properly come before the meeting, it is intended that votes thereon will
be cast pursuant to said proxies in accordance with the best judgment of the
proxy holders.
Upon the receipt of a written request from any stockholder entitled to vote at
the forthcoming annual meeting, the Company will mail, at no charge to the
stockholder, a copy of the Company's annual report on Form 10-K including the
financial statements and schedules and excluding exhibits required to be filed
with the Securities and Exchange Commission pursuant to Rule 13a-1 under the
Securities Exchange Act of 1934, as amended, for the Company's most recent
fiscal year. Requests from beneficial owners of the Company's Common Stock must
set forth a good faith representation that, as of the record date for the annual
meeting, the person making the request was the beneficial owner of securities
entitled to vote at such meeting.
<PAGE>
Written requests for such report should be directed to :
Thomas T. Kmiecik
Investor Relations
Forest City Enterprises, Inc.
1100 Terminal Tower
50 Public Square
Cleveland, Ohio 44113
[email protected]
Cost and Method of Proxy Solicitation
The cost of solicitation will be paid by the Company. In addition to
solicitation by mail, arrangements may be made with brokers and other
custodians, nominees and fiduciaries to send proxies and proxy material to their
principals, and the Company may reimburse them for their expense in so doing.
Officers and other regular employees of the Company may, if necessary, request
the return of proxies by telephone, telegram or in person.
By order of the Board of Directors.
/s/Thomas G. Smith, Secretary
Cleveland, Ohio
April 27, 1999
CLASS FOREST CITY ENTERPRISES, INC. CLASS
P A PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF A
R THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS
O
X The undersigned hereby appoints Albert B. Ratner and Samuel H. Miller, and
Y each of them, with full power of substitution, as proxies for the
undersigned to attend the annual meeting of shareholders of Forest City
Enterprises, Inc. to be held in the ballroom of the Ritz-Carlton Hotel, 1515
West Third Street, Cleveland, Ohio 44113, on June 8, 1999 at 2:00 p.m.,
eastern daylight saving time, and at any adjournment thereof, to vote and
act with respect to all shares of Class A Common Stock of the Company which
the undersigned would be entitled to vote, with all the power the
undersigned would possess if present in person, as follows:
(1) The election of three (3) directors, each to hold office until the
next annual shareholders' meeting and until his or her successor shall
be elected and qualified.
Nominees: Michael P. Esposito, Jr., Joan K. Shafran, Louis Stokes
(2) The ratification of PricewaterhouseCoopers LLP as independent auditors
for the Company for the fiscal year ending January 31, 2000.
(3) In their discretion, to vote upon such other business as may properly
come before the meeting.
PLEASE SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE
SIDE. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
YOUR INSTRUCTIONS, OR, IF YOU GIVE NO INSTRUCTIONS, THIS PROXY WILL BE VOTED
FOR ITEMS 1 AND 2.
-------------
SEE REVERSE
SIDE
-------------
[X] Please mark your SHARES IN YOUR NAME
votes as in this
example.
FOR WITHHELD FOR AGAINST ABSTAIN
1 [ ] [ ] 2 [ ] [ ] [ ]
<TABLE>
<S> <C> <C>
DIRECTORS AUDITORS
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------
CHANGE OF
ADDRESS
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR ITEMS 1, AND 2.
ATTEND MEETING
(no ticket required)
</TABLE>
SIGNATURE(S)______________________________ DATE ____________
SIGNATURE(S)______________________________ DATE ____________
Note: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
CLASS FOREST CITY ENTERPRISES, INC. CLASS
P B PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF B
R THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS
O
X The undersigned hereby appoints Albert B. Ratner and Samuel H. Miller, and
Y each of them, with full power of substitution, as proxies for the
undersigned to attend the annual meeting of shareholders of Forest City
Enterprises, Inc. to be held in the ballroom of the Ritz-Carlton Hotel, 1515
West Third Street, Cleveland, Ohio 44113 on June 8, 1999 at 2:00 p.m.,
eastern daylight saving time, and at any adjournment thereof, to vote and
act with respect to all shares of Class B Common Stock of the Company which
the undersigned would be entitled to vote, with all the power the
undersigned would possess if present in person, as follows:
(1) The election of nine (9) directors, each to hold office until the next
annual shareholders' meeting and until his successor shall be elected
and qualified.
Nominees: Albert B. Ratner, Samuel H. Miller, Charles A. Ratner, James
A. Ratner, Jerry V. Jarrett, Ronald A. Ratner, Scott S. Cowen, Brian
J. Ratner, Deborah Ratner Salzberg
(2) The ratification of PricewaterhouseCoopers LLP as independent auditors
for the Company for the fiscal year ending January 31, 2000.
(3) In their discretion, to vote upon such other business as may properly
come before the meeting.
PLEASE SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE
SIDE. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
YOUR INSTRUCTIONS, OR, IF YOU GIVE NO INSTRUCTIONS, THIS PROXY WILL BE VOTED
FOR ITEMS 1 AND 2.
-------------
SEE REVERSE
SIDE
-------------
[X] Please mark your SHARES IN YOUR NAME
votes as in this
example.
FOR WITHHELD FOR AGAINST ABSTAIN
1 [ ] [ ] 2 [ ] [ ] [ ]
<TABLE>
<S> <C> <C>
DIRECTORS AUDITORS
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------
CHANGE OF
ADDRESS
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR ITEMS 1, AND 2.
ATTEND MEETING
(no ticket required)
</TABLE>
SIGNATURE(S)______________________________ DATE ____________
SIGNATURE(S)______________________________ DATE ____________
Note: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
