-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ASRaCaceDIFVtcLpXYhZ1iLfyk0lPf5Q4P/7vf/4HVj8/AcSLtu5ummNkD0ceqnE tiuF4avEk+B9gw8oa5FrKA== 0000950152-04-000897.txt : 20040210 0000950152-04-000897.hdr.sgml : 20040210 20040210171819 ACCESSION NUMBER: 0000950152-04-000897 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040210 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040210 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: 04582915 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 l05601ae8vk.txt FOREST CITY ENTERPRISES, INC. 8-K 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): February 10, 2004 FOREST CITY ENTERPRISES, INC. ----------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 1-4372 34-0863886 ---------------------------- ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) Terminal Tower, 50 Public Square, 44113 Suite 1100, Cleveland, Ohio --------- --------------------------- (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (216) 621-6060 -------------- N/A ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS On February 10, 2004, Forest City Enterprises, Inc., an Ohio corporation, issued and sold $100,000,000 aggregate principal amount of its 7.375% Senior Notes due February 1, 2034 pursuant to a shelf registration statement on Form S-3 (Reg. No. 333-87378) previously declared effective. In connection therewith, the opinion of counsel is filed herewith and is attached hereto as an exhibit. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit Number Exhibit ------- ------- 5.1 Opinion of Jones Day 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. By: /s/ Thomas G. Smith --------------------------------------------- Name: Thomas G. Smith Title: Executive Vice President, Chief Financial Officer and Secretary Dated: February 10, 2004 EXHIBIT INDEX Exhibit Number Exhibit ------- ------- 5.1 Opinion of Jones Day EX-5.1 3 l05601aexv5w1.txt EXHIBIT 5.1 Exhibit 5.1 Jones Day 901 Lakeside Avenue Cleveland, Ohio 44114 February 10, 2004 Forest City Enterprises, Inc. 50 Public Square Cleveland, Ohio 44113 Re: $100,000,000 aggregate principal amount of 7.375% Senior Notes due February 1, 2034, 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 $100,000,000 aggregate principal amount of 7.375% Senior Notes due February 1, 2034 by the Company (the "Notes") to be issued pursuant to that certain Indenture (the "Indenture"), dated as of May 19, 2003, between the Company and The Bank of New York, as Trustee (the "Trustee") in accordance with the Pricing Agreement, dated February 10, 2004, (the "Pricing Agreement"), by and between the Company and Morgan Stanley & Co. Incorporated and McDonald Investments Inc., as representatives of the underwriters named therein (the "Underwriters"), and the Underwriting Agreement, dated March 11, 1998 (the "Underwriting Agreement"), by and among the Company and Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, McDonald Company Securities, Inc. and Credit Lyonnais Securities (USA) 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 when the Notes are executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and delivered to the Underwriters pursuant to the Underwriting Agreement and the Pricing Agreement against payment of the consideration therefor as provided for therein, the Notes will be validly issued and will constitute valid and binding obligations of the Company. 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 laws of the State of New York and the laws of the State of Ohio. We express no opinion with respect to the laws of any other jurisdiction. 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. 333-87378 on Form S-3 (the "Registration Statement") filed by the Company to effect registration of the Notes under the Securities Act of 1933 (the "Act") and to the reference to us under the caption "Validity of the Offered Securities" in the Prospectus Supplement 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 -----END PRIVACY-ENHANCED MESSAGE-----