8-K

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): November 9, 2006

Forest City Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Ohio	1-4372	34-0863886
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		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.

On November 9, 2006, Forest City Enterprises, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Bruce C. Ratner. Pursuant to this Employment Agreement, Mr. Ratner shall serve as an Executive Vice President of the Company and will continue to serve as the President and Chief Executive Officer of Forest City Ratner Companies. This Employment Agreement is effective for a period of one year from November 9, 2006 and shall continue for additional periods of one year until termination by mutual consent, death, or by either party giving 90 days written notice. Under this Employment Agreement, Mr. Ratner will receive a base salary of $450,000. In addition, Mr. Ratner is eligible to participate in the Company’s executive bonus plan and is eligible to receive equity-based awards in accordance with the terms established by the Company’s Compensation Committee on the same basis as other senior management executives. Pursuant to this Employment Agreement, Mr. Ratner agrees that during his employment with the Company and for a two year period following thereafter, he will not engage in any activity that competes with the business of the Company. If Mr. Ratner’s employment under this Employment Agreement is terminated by the Company without cause, the two year period shall be reduced to one year. Mr. Ratner also agrees that he will not directly or indirectly induce any of the Company’s employees, or any of its affiliates, to terminate their employment or other relationships with the Company and will not employ or offer employment to any person who was employed by the Company or its affiliates unless such person shall have ceased to be employed by the Company or its affiliates for a period of at least one year. Lastly, the Company acknowledges that Mr. Ratner owns and will continue to own a certain property which has not been transferred to the Company. This property may be managed, developed, expanded, operated and sold independently of the business of the Company. Should Mr. Ratner sell the property, he may purchase additional property, to effectuate a Section 1031 tax free exchange under the Internal Revenue Code (“IRC”), with the prior approval of the Audit Committee. Except for this property, and any potential purchase of property to effect a tax deferred transaction, Mr. Ratner will engage in all business activities of the type conducted by the Company only through and on behalf of the Company, as long as he is employed by the Company.

On November 9, 2006 the Company entered into first amendments (the “First Amendments”) to the employment agreements with each of Charles A. Ratner, President, Chief Executive Officer and Director, James A. Ratner, Executive Vice President and Director, and Ronald A. Ratner, Executive Vice President and Director (collectively, the “Employees”). Under the First Amendments, the Company acknowledges that the Employees own and will continue to own certain properties which have not been transferred to the Company. These properties may be managed, developed, expanded, operated and sold independently of the business of the Company. Should the Employees sell these properties, they may purchase additional properties, to effectuate a Section 1031 tax free exchange under the IRC, with the prior approval of the Audit Committee. Except for these properties, and any potential purchase of property to effect a tax deferred transaction, the Employees will engage in all business activities of the type conducted by the Company only through and on behalf of the Company, as long as he is employed by the Company.

The Employment Agreement and First Amendments are included as Exhibits 10.1, 10.2, 10.3 and 10.4. The foregoing discussion of the terms of the Employment Agreement and First Amendments is qualified in its entirety by reference to the full text of such exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1            Employment Agreement, effective November 9, 2006, by and among Bruce C. Ratner and Forest City Enterprises, Inc.

10.2            First Amendment to Employment Agreement, dated as of November 9, 2006, by and among Charles A. Ratner and Forest City Enterprises, Inc.

10.3            First Amendment to Employment Agreement, dated as of November 9, 2006, by and among James A. Ratner and Forest City Enterprises, Inc.

10.4            First Amendment to Employment Agreement, dated as of November 9, 2006, by and among Ronald A. Ratner and Forest City Enterprises, Inc.

SIGNATURES

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.
November 13, 2006	By:	/s/ THOMAS G. SMITH
		Name:	THOMAS G. SMITH
		Title:	Executive Vice President, Chief Financial Officer
		and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Employment Agreement, effective November 9, 2006, by and among Bruce C. Ratner and Forest City Enterprises, Inc.
10.2	First Amendment to Employment Agreement, dated as of November 9, 2006, by and among Charles A. Ratner and Forest City Enterprises, Inc.
10.3	First Amendment to Employment Agreement, dated as of November 9, 2006, by and among James A. Ratner and Forest City Enterprises, Inc.
10.4	First Amendment to Employment Agreement, dated as of November 9, 2006, by and among Ronald A. Ratner and Forest City Enterprises, Inc.

EX-10.1

EXHIBIT 10.1

AGREEMENT

THIS AGREEMENT MADE AND ENTERED INTO this 9^th day of November, 2006, by and between FOREST CITY ENTERPRISES, INC., an Ohio corporation, (“the Company”), and BRUCE C. RATNER (“the Employee”).

     WHEREAS, the Company and the Employee desire to enter into a new Employment Agreement under which the Employee shall serve as an executive of the Company, as well as continue to serve as the President and Chief Executive Officer of the Forest City Ratner Companies (the “NY SBU”), reporting to the Company’s President and Chief Executive Officer; and

     WHEREAS, the NY SBU shall operate in a manner that is consistent with the Company’s corporate policies and requirements for all of its Strategic Business Units.

     NOW, THEREFORE, it is agreed that:

     1. The effective date of this Employment Agreement is November 9, 2006 (the “Effective Date”).

     2. Term: The Employee, in consideration of the promises and agreements of the Company herein contained, hereby promises to continue in the employ of the Company for a period of one (1) year from the Effective Date, as an executive of the Company, as well as continue to serve as the President and Chief Executive Officer of Forest City Ratner Companies (the “NY SBU”), and to perform such duties as may be required of him in such capacities by the Company, faithfully, honestly, diligently and to the satisfaction of the Company. Said employment shall continue for additional periods of one (1) year each until termination by mutual consent, death, or by either party giving ninety (90) days written notice to either amend or terminate this Employment Agreement to the other party prior to the termination of any such one (1) year period.

     3. Compensation:

a)	The Company promises and agrees to pay the Employee a base salary of FOUR HUNDRED AND FIFTY THOUSAND DOLLARS ($450,000.00) per year, payable during each employment year in accordance with the Company’s customary payroll practices for executives.
b)	The Employee will be eligible to participate in the Company’s executive bonus plan in accordance with the terms established by the Compensation Committee on the same basis as other senior management executives.
c)	The employee will be eligible to receive equity based awards in accordance with the terms established by the Compensation Committee on the same basis as other senior management executives.

     4. Noncompetition, Nonsolicitation:

a) Except for the rights granted to Employee under provision 4(b), the Company acknowledges that the Employee owns and will continue to own, alone or in conjunction with others, a certain resort condominium development which has not been transferred to the Company. This property may be managed, developed, expanded, operated and sold by the owners, independently of the business of the Company. Should the Employee sell a portion or all of this property, Employee may purchase additional property, to effectuate a Section 1031 tax free exchange under the Internal Revenue Code, with the prior approval of the Company’s Audit Committee. Except for this property, and any potential purchase of property to effect a tax deferred transaction, Employee will engage in all business activities of the type conducted by the Company only through and on behalf of the Company, as long as he is employed by the Company. Employee further agrees to update such disclosure on an annual basis in connection with the Company’s annual conflict of interest questionnaire distributed to management, as required by the Audit Committee of the Board of Directors.

b)	Employee agrees that so long as he is employed by the Company, and for a period of two (2) years thereafter, he will not without the prior consent of the Company, directly or indirectly, become an employee, shareholder, owner, officer, agent, director of, render consulting services, advise, or otherwise be associated with any firm, person, business enterprise or other entity which is engaged in or competitive with, any business engaged in by the Company or its affiliates in any of its core markets, as such core markets are defined in the Company’s most recently filed Form 10-K or 10-Q . Notwithstanding the foregoing, Employee may invest in commercial, industrial and residential real estate properties or projects as a passive investor holding directly and indirectly, up to 10 percent (10%) of the equity of any such entity, as long as such ownership interest is not deemed a majority or controlling interest in the entity. For purposes of this provision, Employee will be deemed to be a passive investor in an entity only if he does not, directly or indirectly, participate in or control either the day to day or strategic management of the entity. Employee shall also be permitted to perform philanthropic activities or work for not-for-profit entities, public agencies or governmental authorities provided such activities have been previously disclosed to the Company’s Audit Committee and do not present a conflict of interest and Employee receives no compensation for such philanthropic activities. If, and only if, Employee’s employment under this Agreement is terminated by the Company without “Cause” (as hereinafter defined), the two (2) year period set forth in this provision 4(b) shall be reduced to one (1) year. Cause shall be defined as gross neglect of duty, dishonesty, conviction of a felony, disloyalty, intoxication, drug addiction or other similar misconduct adverse to the best interests of the Company.
c)	Employee agrees that so long as he is employed by the Company, and for a one (1) year period thereafter, Employee shall not, directly or indirectly, (i) solicit or induce any employee of the Company or any of its affiliates to terminate their employment, or (ii) employ or offer employment to any person who was employed by the Company or its affiliates in other than a purely administrative capacity unless such person shall have ceased to be employed by the Company or its affiliates for a period of at least one (1) year.
d)	It is the intention of the parties hereto that the restriction contained in this paragraph 4 be enforceable to the fullest extent permitted by applicable law. Therefore, to the extent any court of competent jurisdiction shall determine that any portion of the foregoing restrictions is excessive, such provision shall not be entirely void, but rather shall be limited or revised only to the extent necessary to make it enforceable.

     5. It is mutually agreed by and between the parties hereto that the Company may cancel or terminate this Employment Agreement at any time prior to the expiration of said one (1) year period, or any renewal thereof, without notice, for any conduct on the part of the Employee which injures the Company’s business, such as, but not limited to, intemperance, negligence, failure to follow instructions or perform and fulfill the obligations on the Employee’s part to be performed hereunder to the satisfaction of the Company.

     IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

FOREST CITY ENTERPRISES, INC.
By:	/s/ CHARLES A. RATNER
	Charles A. Ratner, CEO
By:	/s/ THOMAS G. SMITH
	Thomas G. Smith, Secretary
/s/ BRUCE C. RATNER
BRUCE C. RATNER, Employee

EX-10.2

EXHIBIT 10.2

FIRST AMENDMENT TO AGREEMENT

     THIS FIRST AMENDMENT TO AGREEMENT IS MADE AND ENTERED INTO at Cleveland, Ohio this 9^th day of November, 2006 by and between FOREST CITY ENTERPRISES, INC., an Ohio corporation, of Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio 44113-2267, hereinafter referred to as “Company”, and CHARLES A. RATNER of 16980 South Park Boulevard, Shaker Heights, Ohio, hereinafter referred to as “Employee”.

     WHEREAS, the Company and the Employee desire to amend the Employment Agreement dated July 20, 2005 as specifically stated herein:

     NOW, THEREFORE, for good and valid consideration, the company and Employee agree to amend the Agreement dated July 20, 2005, and effective as of February 1, 2005, as follows:

     The following new paragraph number 7 is added to the Agreement:

“ 7. Noncompetition: The Company acknowledges that the Employee owns and will continue to own, alone or in conjunction with others, certain retail and residential properties which have not been transferred to the Company. These properties may be managed, developed, expanded, operated and sold by the owners, independently of the business of the Company. Should Employee sell property, Employee may purchase additional property, to effectuate a Section 1031 tax free exchange under the Internal Revenue Code, with the prior approval of the Audit Committee. Except for this property, and any potential purchase of property to effect a tax deferred transaction, Employee will engage in all business activities of the type conducted by the Company only through and on behalf of the Company, as long as he is employed by the Company. Employee further agrees to update the disclosure of real estate holdings on an annual basis in connection with the Company’s annual conflict of interest questionnaire distributed to management, as required by the Audit Committee of the Board of Directors.

Employee may invest in commercial, industrial and residential real estate properties or projects as a passive investor holding directly and indirectly, up to 10 percent (10%) of the equity of any such entity, as long as such ownership interest is not deemed a majority or controlling interest in the entity. For purposes of this provision, Employee will be deemed to be a passive investor in an entity only if he does not, directly or indirectly, participate in or control either the day to day or strategic management of the entity.”

     All other terms and conditions of the Agreement, except as modified herein, shall remain unchanged by this First Amendment.

     IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

FOREST CITY ENTERPRISES, INC.
By:	/s/ ALBERT B. RATNER
	ALBERT B. RATNER, Co-Chairman of the Board
By:	/s/ THOMAS G. SMITH
	THOMAS G. SMITH, Secretary
/s/ CHARLES A. RATNER
CHARLES A. RATNER, Employee

EX-10.3

EXHIBIT 10.3

FIRST AMENDMENT TO AGREEMENT

     THIS FIRST AMENDMENT TO AGREEMENT IS MADE AND ENTERED INTO at Cleveland, Ohio this 9^th day of November, 2006 by and between FOREST CITY ENTERPRISES, INC., an Ohio corporation, of Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio 44113-2267, hereinafter referred to as “Company”, and JAMES A. RATNER of 19750 Shaker Boulevard, Shaker Heights, Ohio, hereinafter referred to as “Employee”.

     WHEREAS, the Company and the Employee desire to amend the Employment Agreement dated July 20, 2005 as specifically stated herein:

     NOW, THEREFORE, for good and valid consideration, the company and Employee agree to amend the Agreement dated July 20, 2005, and effective as of February 1, 2005, as follows:

     The following new paragraph number 7 is added to the Agreement:

“ 7. Noncompetition: The Company acknowledges that the Employee owns and will continue to own, alone or in conjunction with others, certain retail and residential properties which have not been transferred to the Company. These properties may be managed, developed, expanded, operated and sold by the owners, independently of the business of the Company. Should Employee sell property, Employee may purchase additional property, to effectuate a Section 1031 tax free exchange under the Internal Revenue Code, with the prior approval of the Audit Committee. Except for this property, and any potential purchase of property to effect a tax deferred transaction, Employee will engage in all business activities of the type conducted by the Company only through and on behalf of the Company, as long as he is employed by the Company. Employee further agrees to update the disclosure of real estate holdings on an annual basis in connection with the Company’s annual conflict of interest questionnaire distributed to management, as required by the Audit Committee of the Board of Directors.

Employee may invest in commercial, industrial and residential real estate properties or projects as a passive investor holding directly and indirectly, up to 10 percent (10%) of the equity of any such entity, as long as such ownership interest is not deemed a majority or controlling interest in the entity. For purposes of this provision, Employee will be deemed to be a passive investor in an entity only if he does not, directly or indirectly, participate in or control either the day to day or strategic management of the entity.”

     All other terms and conditions of the Agreement, except as modified herein, shall remain unchanged by this First Amendment.

     IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

FOREST CITY ENTERPRISES, INC.
By:	/s/ CHARLES A. RATNER
	CHARLES A. RATNER, President
By:	/s/ THOMAS G. SMITH
	THOMAS G. SMITH, Secretary
/s/ JAMES A. RATNER
JAMES A. RATNER, Employee

EX-10.4

EXHIBIT 10.4

FIRST AMENDMENT TO AGREEMENT

     THIS FIRST AMENDMENT TO AGREEMENT IS MADE AND ENTERED INTO at Cleveland, Ohio this 9^th day of November, 2006 by and between FOREST CITY ENTERPRISES, INC., an Ohio corporation, of Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio 44113-2267, hereinafter referred to as “Company”, and RONALD A. RATNER of 17300 Parkland Drive, Shaker Heights, Ohio, hereinafter referred to as “Employee”.

     WHEREAS, the Company and the Employee desire to amend the Employment Agreement dated July 20, 2005 as specifically stated herein:

     NOW, THEREFORE, for good and valid consideration, the company and Employee agree to amend the Agreement dated July 20, 2005, and effective as of February 1, 2005, as follows:

     The following new paragraph number 7 is added to the Agreement:

“ 7. Noncompetition: The Company acknowledges that the Employee owns and will continue to own, alone or in conjunction with others, certain retail and residential properties which have not been transferred to the Company. These properties may be managed, developed, expanded, operated and sold by the owners, independently of the business of the Company. Should Employee sell property, Employee may purchase additional property, to effectuate a Section 1031 tax free exchange under the Internal Revenue Code, with the prior approval of the Audit Committee. Except for this property, and any potential purchase of property to effect a tax deferred transaction, Employee will engage in all business activities of the type conducted by the Company only through and on behalf of the Company, as long as he is employed by the Company. Employee further agrees to update the disclosure of real estate holdings on an annual basis in connection with the Company’s annual conflict of interest questionnaire distributed to management, as required by the Audit Committee of the Board of Directors.

Employee may invest in commercial, industrial and residential real estate properties or projects as a passive investor holding directly and indirectly, up to 10 percent (10%) of the equity of any such entity, as long as such ownership interest is not deemed a majority or controlling interest in the entity. For purposes of this provision, Employee will be deemed to be a passive investor in an entity only if he does not, directly or indirectly, participate in or control either the day to day or strategic management of the entity.”

     All other terms and conditions of the Agreement, except as modified herein, shall remain unchanged by this First Amendment.

     IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

FOREST CITY ENTERPRISES, INC.
By:	/s/ CHARLES A. RATNER
	CHARLES A. RATNER, President
By:	/s/ THOMAS G. SMITH
	THOMAS G. SMITH, Secretary
/s/ RONALD A. RATNER
RONALD A. RATNER, Employee