-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KY/5EcQMjq8TlUfNervMF1NPTya45AyxLe/efgjevzQ5Iw1Atltxw8KlexlpZqMb GNVnro0DlL70lizFNoi3pA== 0001099281-01-500040.txt : 20020412 0001099281-01-500040.hdr.sgml : 20020412 ACCESSION NUMBER: 0001099281-01-500040 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EQSF ADVISERS INC CENTRAL INDEX KEY: 0001099281 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017-2023 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOREST CITY ENTERPRISES INC CENTRAL INDEX KEY: 0000038067 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 340863886 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33608 FILM NUMBER: 1810025 BUSINESS ADDRESS: STREET 1: 1100 TERMINAL TOWER STREET 2: 50 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 216-621-6060 MAIL ADDRESS: STREET 1: 1100 TERMINAL TOWER STREET 2: 50 PUBLIC SQUARE CITY: CLEVLAND STATE: OH ZIP: 44113 SC 13G/A 1 forestcity.txt 13G/A FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 10) Forest City Enterprise Class A - ---------------------- (Name of issuer) Class A Common Stock $.33 1/3 Par Value - --------------------------------------- (Title of class of securities) 345550107 - ------------ (CUSIP number) 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). 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS EQSF Advisers, Inc. (EIN 13-3354359) - ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York Corporation - ----------------------------------------------------------------------- 5 SOLE VOTING POWER 3,045,864 - ---------------------------------------------------------------------- 6 SHARED VOTING POWER None - --------------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 3,045,864 - --------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER None - ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,045,864 - ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3% - ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA - ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS M.J. Whitman Advisers, Inc. (EIN 13-3686379) - ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY - ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York Corporation - ----------------------------------------------------------------------- 5 SOLE VOTING POWER 556,400 - --------------------------------------------------------------------- 6 SHARED VOTING POWER None - ---------------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 587,387 - ---------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 587,387 - ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% - ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA - ----------------------------------------------------------------------- Item 1. (a) NAME OF ISSUER: Forest City Enterprise Class A (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES OR, IF NONE, RESIDENCE: Terminal Tower, 50 Public square, Suite 1100, Cleveland, OH 44113 Item 2. (a) NAME OF PERSON FILING: This schedule is being jointly filed by EQSF Advisers, Inc.("EQSF") and M.J. Whitman Advisers, Inc. ("MJWA") (EQSF and MJWA are sometimes collectively referred to hereinafter as "Filer"). Attached hereto as an exhibit is a copy of the joint Schedule 13G filing agreement among the reporting persons. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: The address of the principal executive office of EQSF and MJWA is: 767 Third Avenue, New York, New York 10017-2023. (c) CITIZENSHIP: The citizenship or place of organization of each of the reporting persons is as follows: EQSF New York State Corporation. MJWA New York State Corporation. (d) TITLE OF CLASS OF SECURITIES: Class A Common Stock, $.33 1/3 Par Value (e) CUSIP NUMBER: 345550107 Item 3. IF THIS STATEMENT IS BEING FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (e) Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (EQSF and MJWA). Item 4. OWNERSHIP. (a)&(b) EQSF beneficially owns 3,045,864 shares, or 13.3% of the class of securities of the issuer. MJWA beneficially owns 587,387 shares, or 2.6% of the class of securities of the issuer. (c) (i) EQSF: 3,045,864 MJWA: 556,400 (ii) Not applicable. (iii) EQSF: 3,045,864 MJWA: 587,387 (iv) Not applicable. Item 5. Ownership of Five Percent or Less of a Class. - --------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person. - ---------------------------------------------------------------- Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 1,766,514 of the shares reported by EQSF,Third Avenue Small Cap Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 133,500 of the shares reported by EQSF, Third Avenue Real Estate Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the procceds from the sale of 312,000 of the shares reported by EQSF, Third Avenue Value Portfolio of the WRL Series Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 140,850 of the shares reported by EQSF, Sun America Select Series Small-Cap Value Portfolio, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 52,500 of the shares reported by EQSF, Third Avenue Value Portfolio of the Third Avenue Variable Series Trust, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 80,250 of the shares reported by EQSF, Integrity Life/Legends Third Avenue Value Fund, an investment company registered under the Investment Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 28,500 of the shares reported by EQSF, and Sun America Focus Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 531,750 of the shares reported by EQSF. MJWA acts as investment advisor and has the right to receive dividends from the sale of and the proceeds of the sale of, the shares reported by MJWA. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. - ----------------------------------------------------------------------- Not Applicable. Item 8. Identification and Classification of Members of the Group. - ---------------------------------------------------------- Not applicable. Item 9. Notice of Dissolution of Group. - ------------------------------- Not applicable. 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 purposes or effect. 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. December 10, 2001 - ----------------------- (Date) EQSF ADVISERS, INC. By:/s/ MARTIN J. WHITMAN - -------------------------- Martin J. Whitman Chairman, President and Chief Executive Officer M.J. WHITMAN ADVISERS, INC. By:/s/ MARTIN J. WHITMAN - -------------------------- Martin J. Whitman Chairman and Chief Executive Officer EX-1 3 forestcityjoint.txt JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, $.33 1/3 Par Value per share, of Forest City Enterprise Class A, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 10th day of December, 2001. EQSF ADVISERS, INC. By:/s/ MARTIN J. WHITMAN -------------------------- Martin J. Whitman Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----