0000038067-13-000115.txt : 20131001 0000038067-13-000115.hdr.sgml : 20131001 20131001165741 ACCESSION NUMBER: 0000038067-13-000115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130925 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131001 DATE AS OF CHANGE: 20131001 FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04372 FILM NUMBER: 131127527 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 8-K 1 form8-kemploymentagreement.htm 8-K Form 8-K Employment Agreement Sept 2013


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
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): September 25, 2013
_____________________________________________________________
Forest City Enterprises, Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________________________

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)
_____________________________________________________________


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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On September 25, 2013 the Board of Directors of Forest City Enterprises, Inc. (the “Company”) approved an annual health care subsidy for the benefit of its executive officers, including David J. LaRue, its President and Chief Executive Officer, Robert G. O’Brien, its Executive Vice President and Chief Financial Officer, and Brian J. Ratner, James A. Ratner and Ronald A. Ratner, each an Executive Vice President and Named Executive Officer (each an “Executive Officer” and collectively the “Executive Officers”). The subsidy is being provided in conjunction with the elimination of the existing executive medical plan, as part of the Company’s continued cost savings initiatives with regard to employee benefits programs.

Upon the elimination of the currently existing executive medical plan effective January 1, 2014, the Company will provide taxable health care subsidy payments to the Executive Officers to partially offset the elimination of the medical plan. The subsidy may be used to purchase health care coverage under one of the Company’s health care plans available to Company employees and to partially defray the costs of out-of-pocket medical expenses. The health care subsidy will be paid monthly and remain fixed at an annual amount of $30,000 for Messrs. LaRue and O’Brien and $25,000 for Messrs. B. Ratner, J. Ratner and R. Ratner. These values are considerably lower than health plan premiums currently paid by the Company on behalf of executive officers under the currently existing executive medical plan.

On September 30, 2013, the Company entered into first amendments to the employment agreements with each of Messrs. LaRue and O’Brien, effective January 1, 2014 (the “Amendments”). The Amendments replace the amount of the respective Executive Officer’s 12 monthly medical and dental COBRA premiums with the amount of the Executive Officer’s annual health care subsidy payment as a basis of calculating severance in the event the Executive Officer’s employment is terminated by the Company due to “disability” or other than for “cause” or by the Executive Officer for “good reason”, as such terms are defined in the employment agreements.

The Amendments are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2. The foregoing discussion of the terms of the Amendments is qualified in its entirety by reference to the full text of such Amendments.

Item 9.01 - Financial Statements and Exhibits.

(d)
Exhibits

Exhibit No.
Description
Exhibit 10.1
 
First Amendment to Employment Agreement, dated as of September 30, 2013, by and among David J. LaRue and Forest City Enterprises, Inc.
Exhibit 10.2
 
First Amendment to Employment Agreement, dated as of September 30, 2013, by and among Robert G. O’Brien and Forest City Enterprises, Inc.





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:
October 1, 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
Exhibit 10.1
 
First Amendment to Employment Agreement, dated as of September 30, 2013, by and among David J. LaRue and Forest City Enterprises, Inc.
Exhibit 10.2
 
First Amendment to Employment Agreement, dated as of September 30, 2013, by and among Robert G. O’Brien and Forest City Enterprises, Inc.



 EX-10.1 2 exhibit101-1stamendmenttoe.htm EXHIBIT Exhibit 10.1-1stAmendmenttoEmploymentAgreement-DJL


 
 
 
 
Exhibit 10.1

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

The Employment Agreement dated as of September 22, 2011 between Forest City Enterprises, Inc. and David J. LaRue (the “Agreement”) is amended, effective January 1, 2014, as follows:

1.The first sentence of Section 5(a)(ii)(A) of the Agreement is deleted in its entirety and replaced with the following:

“Two times the sum of (I) your Annual Base Salary, (II) the average of the annual incentives payable to you under the annual incentive plan (STIP) for the last three full fiscal years prior to the Date of Termination, (III) an amount equal to 12 monthly long-term care premiums, based on the level of coverage in effect for you immediately prior to the Date of Termination, and (IV) an amount equal to your annual health care subsidy payment as in effect immediately prior to the Date of Termination.”

2.Except as explicitly set forth herein, the Agreement will remain in full force and effect.

FOREST CITY ENTERPRISES, INC.


By: /s/ CHARLES A. RATNER
Charles A. Ratner,
Chairman of the Board of Directors



/s/ DAVID J. LARUE
David J. LaRue
    

 EX-10.2 3 exhibit102-1stamendmenttoe.htm EXHIBIT Exhibit 10.2-1stAmendmenttoEmploymentAgreement-RGO

 
 
 
 
Exhibit 10.2

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

The Employment Agreement dated as of September 22, 2011 between Forest City Enterprises, Inc. and Robert G. O’Brien (the “Agreement”) is amended, effective January 1, 2014, as follows:

1.The first sentence of Section 5(a)(ii)(A) of the Agreement is deleted in its entirety and replaced with the following:

“Two times the sum of (I) your Annual Base Salary, (II) the average of the annual incentives payable to you under the annual incentive plan (STIP) for the last three full fiscal years prior to the Date of Termination, (III) an amount equal to 12 monthly long-term care premiums, based on the level of coverage in effect for you immediately prior to the Date of Termination, and (IV) an amount equal to your annual health care subsidy payment as in effect immediately prior to the Date of Termination.”

2.Except as explicitly set forth herein, the Agreement will remain in full force and effect.

FOREST CITY ENTERPRISES, INC.


By: /s/ CHARLES A. RATNER
Charles A. Ratner,
Chairman of the Board of Directors



/s/ ROBERT G. O’BRIEN
Robert G. O’Brien