<PAGE> 1
As filed with the Securities and Exchange Commission on June 9, 2000
Registration No. ________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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FOREST CITY ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-0863886
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1100 Terminal Tower, 50 Public Square, Cleveland, Ohio 44113-2203
(Address of Principal Executive Offices Including Zip Code)
FOREST CITY ENTERPRISES, INC. DEFERRED
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
(Full Title of the Plan)
FCE Statutory Agent, Inc.
Terminal Tower, Suite 1100, 50 Public Square
Cleveland, Ohio 44113-2203
(Name and Address of Agent For Service)
(216) 621-6060
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registration
be Registered Registered (1) Price Per Share (2) Offering Price (2) Fee
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common $550,000 100% $550,000 $145.20
Shares, Par Value
$.33-1/3 per share
========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Class A
Common Shares, Par Value $.33-1/3 per share ("Common Shares"), as may
become issuable pursuant to the anti- dilution provisions of the
Forest City Enterprises, Inc. Deferred Compensation Plan for
Nonemployee Directors (the "Plan").
(2) Estimated solely for calculating the amount of the registration fee.
Exhibit Index Appears on Page 6
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Part II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by Forest City Enterprises,
Inc ("Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference: (1) the Annual Report on
Form 10-K for the fiscal year ended January 31, 2000; and (2) the description of
the Common Shares contained in the Registration Statement filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act") for purposes of registering such securities thereunder, and any
amendments and reports filed for the purpose of updating that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold shall be deemed
to be incorporated herein by reference and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
-------------------------
Not Applicable. (Class of securities to be offered is registered under
Section 12 of the Exchange Act.)
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations concerning indemnification of officers, directors and other persons.
Article VI of the Registrant's Code of Regulations, incorporated herein by
reference, provides for the indemnification of officers and directors in terms
consistent with statutory authority. The Registrant maintains insurance covering
certain liabilities of the directors and the elected and appointed officers of
the Registrant and its subsidiaries.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Item 8. Exhibits
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4.1 Amended Articles of Incorporation of the Registrant adopted as
of October 11, 1983, incorporated by reference to Exhibit 3.1
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended October 31, 1983 (File No. 1-4372).
4.2 Certificate of Amendment by Shareholders to Amended Articles
of Incorporation of the Registrant dated June 24, 1997,
incorporated by reference to as Exhibit 4.14 to the
Registrant'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 the Registrant dated June 16,
1998, incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement on Form S-8
(Registration No. 333-61925).
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4.4 Amended Code of Regulations of the Registrant as amended June
14, 1994, (incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1997 (File No. 1-4372).
4.5 The Plan, incorporated by reference to as Exhibit 10.44 to the
Registrant's Annual Report on 10-K for the year ended
January 31, 1999 (File No. 1-4372).
4.6 Amendment No. 1 to the Plan.
4.7 Amendment No. 2 to the Plan.
23 Consent of Independent Auditors.
24 Power of Attorney.
Item 9. Undertakings
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in 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;
(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
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not apply if the information required to be included in a
post-effective amendment by those 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, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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 in the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
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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 or
controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person 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 of 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 by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on June 8th, 2000.
FOREST CITY ENTERPRISES, INC.
(Registrant)
By: /s/ Thomas G. Smith
----------------------------------------
Thomas G. Smith
Senior Vice President, Chief Financial
Officer and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer, President and June 8, 2000
----------------------------- Director (Principal Executive Officer)
Charles A. Ratner
/s/ Thomas G. Smith Senior Vice President, Chief Financial June 8, 2000
----------------------------- Officer and Secretary
Thomas G. Smith (Principal Financial Officer)
* Vice President and Corporate Controller June 8, 2000
----------------------------- (Principal Accounting Officer)
Linda M. Kane
* Co-Chairman of the Board and Director June 8, 2000
-----------------------------
Albert B. Ratner
* Co-Chairman of the Board and Director June 8, 2000
-----------------------------
Samuel H. Miller
* Executive Vice President and Director June 8, 2000
-----------------------------
James A. Ratner
* Executive Vice President and Director June 8, 2000
-----------------------------
Ronald A. Ratner
* Executive Vice President and Director June 8, 2000
-----------------------------
Brian J. Ratner
* Director June 8, 2000
-----------------------------
Deborah Ratner Salzberg
* Director June 8, 2000
-----------------------------
Michael P. Esposito, Jr.
* Director June 8, 2000
-----------------------------
Scott S. Cowen
* Director June 8, 2000
-----------------------------
Jerry V. Jarrett
* Director June 8, 2000
-----------------------------
Joan K. Shafran
* Director June 8, 2000
-----------------------------
Louis Stokes
* Director June 8, 2000
-----------------------------
Stan Ross
</TABLE>
* Thomas G. Smith, the undersigned attorney-in-fact, by signing his
name hereto, does hereby sign and execute this Registration Statement on behalf
of the above indicated officers and directors thereof (constituting a majority
of the directors) pursuant to a power of attorney filed with the Securities and
Exchange Commission.
June 8, 2000 By: /s/ Thomas G. Smith
----------------------
Thomas G. Smith, Attorney-in-Fact
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EXHIBIT INDEX
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4.1 Amended Articles of Incorporation of the Registrant adopted as
of October 11, 1983, incorporated by reference to Exhibit 3.1
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended October 31, 1983 (File No. 1-4273).
4.2 Certificate of Amendment by Shareholders to Amended Articles
of Incorporation of the Registrant dated June 24, 1997,
incorporated by reference to as Exhibit 4.14 to the
Registrant'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 the Registrant dated June 16,
1998, incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement on Form S-8
(Registration No. 333-61925) and incorporated herein by
reference).
4.4 Amended Code of Regulations of the Registrant as amended June
14, 1994, incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1997 (File No. 1-4372).
4.5 The Plan, incorporated by reference to Exhibit 10.44 to the
Registrant's Annual Report on 10-K for the year ended
January 31, 1999 (File No. 1-4273).
4.6 Amendment No. 1 to the Plan.
4.7 Amendment No. 2 to the Plan.
23 Consent of Independent Auditors.
24 Power of Attorney.
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