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): February 13 , 2014

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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 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Effective February 13, 2014, the Board of Directors (“Board”) of Forest City Enterprises, Inc. (“Company”), amended Article I, Section 1 of the Company’s Code of Regulations to provide additional flexibility to the Board of Directors to set a time and date for annual meetings of shareholders unrestricted by a requirement that the annual meeting be held in June each year.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1	—	Amendment to Article I, Section 1 of the Forest City Enterprises, Inc. Code of Regulations

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:	February 18, 2014	By:	/s/ ROBERT G. O'BRIEN
		Name:	Robert G. O’Brien
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
3.1	—	Amendment to Article I, Section 1 of the Forest City Enterprises, Inc. Code of Regulations

EX-3.1

Exhibit 3.1

Amendment to Article I, Section 1 of the

Forest City Enterprises, Inc.

Code of Regulations

Annual Meeting. The annual meeting of the shareholders of the Company for the election of directors, the consideration of reports to be laid before the meeting, and the transaction of such other business as may properly be brought before the meeting shall be held in the place described in the Articles of Incorporation as the place where the principal office of the Company is or is to be located, or at such other place either within or without the State of Ohio as may be designated by the Board of Directors, the Chairman of the Board, or the President and specified in the notice of the meeting at ten o’clock a.m., on the second Tuesday of June in each year, (or, if that be a legal holiday, on the next succeeding business day) or at such otheratime and on such otheradate (not, however, earlier than June 1 or later than June 30 in any year) asdesignated bythe Board of Directors may determineand specified in the notice of the meeting. The Board of Directors may reschedule any previously scheduled annual meeting, subject to the restrictions in the immediately preceding sentence, to another place, time and date upon notice thereof. (Amended February 13, 2014)