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.