8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

_____________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 12, 2013

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Forest City Enterprises, Inc.

(Exact name of registrant as specified in its charter)

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Ohio (State or other jurisdiction of incorporation or organization)	1-4372 (Commission File Number)	34-0863886 (I.R.S. Employer Identification No.)
Terminal Tower, 50 Public Square Suite 1100, Cleveland, Ohio		44113
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code: 216-621-6060
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

As previously announced on May 31, 2013, Forest City Enterprises, Inc. (the “Company”) issued a put rights termination notice to the holders of the Company's outstanding 3.625% Puttable Equity-Linked Senior Notes due 2014 (the “Notes”). On July 15, 2013, the Company issued a press release announcing the results of the put rights termination. As of July 12, 2013, the last settlement date associated with the Notes put to the Company, $60,033,000 aggregate principal amount of the Notes were put, for which holders received 4,128,806 shares of Class A Common Stock and cash payments totaling $1,088,306 for interest payable to October 15, 2013 and in lieu of fractional shares.

Following the settlement of the put transactions, $1,114,000 aggregate principal amount of the Notes remain outstanding. All terms of the Indenture, other than the terms related to the put rights of the Notes, remain unchanged.

A copy of the press release is “furnished” as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1	-	Press release dated July 15, 2013, announcing the put rights termination results.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FOREST CITY ENTERPRISES, INC.
		By:	/s/ ROBERT G. O'BRIEN
		Name:	Robert G. O’Brien
		Title:	Executive Vice President and Chief Financial Officer
Date:	July 15, 2013

EXHIBIT INDEX

Exhibit Number		Description
99.1	-	Press release dated July 15, 2013, announcing the put rights termination results.

EX-99.1

Exhibit 99.1

AT THE COMPANY	ON THE WEB
Robert O’Brien	www.forestcity.net
Executive Vice President – Chief Financial Officer
216-621-6060
Jeff Linton
Senior Vice President – Corporate Communication
216-621-6060

FOR IMMEDIATE RELEASE

Forest City Reports Results of Noteholder Actions

Related to Termination of Put Rights on Senior Notes due 2014

CLEVELAND, Ohio - July 15, 2013 - Forest City Enterprises, Inc., (NYSE: FCEA and FCEB) today reported the results of noteholder actions related to the previously announced termination by the company of put rights associated with its outstanding 3.625% Puttable Equity-Linked Senior Notes due 2014 (the “Notes”).

As previously announced, holders had through June 20, 2013, to put their Notes to the company and receive 68.7758 shares of the company's Class A common stock per $1,000 principal amount of Notes, together with a cash payment for interest payable on such Notes through October 14, 2013 and in lieu of fractional shares.

As of July 12, 2013, the final settlement date for the put transactions, approximately $60.0 million aggregate principal amount of the Notes were put to the company, for which holders received a total of approximately 4.1 million shares of the company's Class A common stock, together with approximately $1.1 million for interest payable. After the transactions, approximately $1.1 million aggregate principal amount of the Notes remain outstanding.

“The elimination of these notes and ongoing interest payments reflects our continuing focus on further improving our balance sheet and debt metrics,” said David J. LaRue, Forest City president and chief executive officer.

About Forest City

Forest City Enterprises, Inc. is an NYSE-listed national real estate company with $10.6 billion in total assets. The company is principally engaged in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. For more information, visit www.forestcity.net.