8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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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 15, 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 7.01 Regulation FD Disclosure

A copy of the press release referenced in Item 8.01 of this Current Report on Form 8-K 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 8.01 Other Events.

On July 15, 2013, the Company issued a press release announcing that, subject to market and other conditions, it intends to offer $250 million aggregate principal amount of its Convertible Senior Notes due 2020 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Company also announced that it expects to grant the initial purchasers a 13‑day option to purchase up to an additional $50 million aggregate principal amount of the Notes to cover overallotments, if any.

Forward Looking Statements

Statements made in this Current Report on Form 8-K regarding the proposed issuance of Notes are forward-looking statements. The Company may be unable to issue any Notes or may determine to offer and sell debt securities with different terms from the Notes. Risks and other factors that could cause the offering not to be completed or to be completed with different terms, include market conditions changes in the level and volatility of interest rates, a credit rating downgrades, and volatility in the market price of the Company's publicly traded securities, as well as other risks listed from time to time in the Company's filings with the SEC, including but not limited to, the Company's annual and quarterly reports.

Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1	—	Press Release of Forest City Enterprises, Inc., dated July 15, 2013 announcing the Company's intention to offer Notes in a private transaction.

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

EXHIBIT INDEX

Exhibit No.		Description
99.1	—	Press Release of Forest City Enterprises, Inc., dated July 15, 2013 announcing the Company's intention to offer Notes in a private transaction.

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 to Offer $250 Million Convertible Senior Notes

CLEVELAND, Ohio - July 15, 2013 - Forest City Enterprises, Inc. (NYSE: FCEA and FCEB) today announced its intention to offer, subject to market and other conditions, $250 million aggregate principal amount of convertible senior notes due 2020 (the "Notes"). The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").

The Notes will be convertible, at the holder's option, into Forest City's Class A common stock at any time prior to the close of business on the trading day immediately preceding the maturity date. Forest City expects to grant to the initial purchasers a 13-day option to purchase up to an additional $50 million aggregate principal amount of Notes to cover overallotments.

The Notes will be general senior unsecured obligations of Forest City Enterprises, Inc.

The Notes will be redeemable at Forest City's option, in whole or in part, at any time up to August 15, 2018 at par plus accrued and unpaid interest, so long as the Daily VWAP of Forest City's Class A common stock for at least 20 trading days (whether or not consecutive) during any period of 30 consecutive trading days ending within 5 trading days immediately prior to the date of the redemption notice has equaled or exceeded 130% of the applicable conversion price for the Notes on each applicable trading day, and, in whole or in part, at any time from and including August 15, 2018 up to the maturity date at par plus accrued and unpaid interest.

Forest City intends to use the net proceeds from this offering to repay the outstanding balance of its 6.500% Senior Notes due 2017 and other outstanding debt. Pending application of the net proceeds as described above, the proceeds will be held in an escrow account and invested in short-term, investment-grade, interest-bearing securities.

The Notes and the shares of Forest City's Class A common stock issuable upon conversion of the Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

No Solicitation

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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.

Safe Harbor Language

Statements made in this press release regarding the proposed issuance of Notes are forward-looking statements. The Company may be unable to issue any Notes or may determine to offer and sell securities with different terms from the Notes. Risks and other factors that could cause the offering not to be completed or to be completed with different terms, include market conditions, changes in the level and volatility of interest rates, credit rating downgrades, and volatility in the market price of the Company's publicly traded securities, as well as other risks listed from time to time in the Company's filings with the SEC, including but not limited to, the Company's annual and quarterly reports.