0000950152-01-504694.txt : 20011009 0000950152-01-504694.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950152-01-504694 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010924 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010926 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: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04372 FILM NUMBER: 1745516 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 l90464ae8-k.txt FOREST CITY ENTERPRISES FORM 8-K 1 ================================================================================ 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 24, 2001 FOREST CITY ENTERPRISES, INC. (Exact Name of Registrant as Specified in its Charter) OHIO 1-4372 34-0863886 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OHIO 44113-2267 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (216) 621-6060 ================================================================================ 2 ITEM 5. OTHER EVENTS. On September 24, 2001, Forest City Enterprises, Inc. (the "Company") announced it had agreed to sell 2.6 million shares of its Class A Common Stock pursuant to a shelf registration statement on Form S-3 (Reg. No. 333-41437) previously declared effective. In connection therewith, the opinion of counsel is filed herewith and is attached hereto as an exhibit. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: -------- Exhibit Number Description ------ ----------- 5.1 Opinion of Jones, Day, Reavis & Pogue. 2 3 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. By: /s/ Thomas G. Smith ------------------------------------ Name: Thomas G. Smith Title: Executive Vice President and Chief Financial Officer Date: September 26, 2001 3 4 INDEX TO EXHIBITS Exhibit Number Description ------ ----------- 5.1 Opinion of Jones, Day, Reavis & Pogue. EX-5.1 3 l90464aex5-1.txt EXHIBIT 5.1 1 Exhibit 5.1 Jones, Day, Reavis & Pogue 901 Lakeside Avenue Cleveland, Ohio 44114 September 26, 2001 Forest City Enterprises, Inc. 50 Public Square Cleveland, Ohio 44113 Re: 2,600,000 Shares of Class A Common Stock, par value $0.33 1/3 per share, to be Offered Through Underwriters Ladies and Gentlemen: We are acting as counsel for Forest City Enterprises, Inc., an Ohio corporation (the "Company"), in connection with the issuance and sale of 2,600,000 shares of Class A Common Stock, par value $0.33 1/3 per share, of the Company (the "Shares") in accordance with the Pricing Agreement, dated September 24, 2001, (the "Pricing Agreement") by and among the Company and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and McDonald Investments Inc., a KeyCorp Company, (collectively the "Underwriters"), and the Underwriting Agreement, dated May 14, 1997 (the "Underwriting Agreement"), by and among the Company and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston Corporation and McDonald & Company Securities, Inc. In rendering this opinion, we have examined such documents and records, including an examination of originals or copies certified or otherwise identified to our satisfaction, and matters of law as we have deemed necessary for purposes of this opinion. Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that the Shares are duly authorized and, when issued and delivered to the Underwriters pursuant to the terms of the Underwriting Agreement and the Pricing Agreement against payment of the consideration therefor as provided therein, will be validly issued, fully paid, and nonassessable. Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to the General Corporation Law of the State of Ohio, including the applicable provisions of the Ohio Constitution and the reported judicial decisions interpreting such law. We express no opinion with respect to any other law of the State of Ohio or any other jurisdiction. 2 We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K in order to supplement the Registration Statement No. 333-41437 on Form S-3 (the "Registration Statement") filed by the Company to effect registration of the Shares under the Securities Act of 1933 (the "Act") and to the reference to us under the caption "Validity of Class A Common Stock" in the Prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Jones, Day, Reavis & Pogue