4 1 edgar.htm 4 Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net



1. Name and Address of Reporting Person*

Miller, Samuel H.

2. Issuer Name and Ticker or Trading Symbol
Forest City Enterprises, Inc. FCE A/FCE B

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                   X 10% Owner
X Officer (give title below)          Other (specify below)

Co-Chairman of the Board and Treasurer           (1)

(Last)      (First)     (Middle)

50 Public Square, Suite 1100
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
4/21/03

(Street)

Cleveland , OH 44113

5. If Amendment,
Date of Original
(Month/Day/Year)
 
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Class B Common Stock

 

 

 

 

 

 

 

499,103

I

See footnote(2)

Class A Common Stock

 

 

 

 

 

 

 

690,303

I

See footnNote(3)

Class A Common Stock

4/21/03

 

S

 

29,500

D

$35.004

158,000

I

See footnote(7)

Class A Common Stock

4/22/03

 

S

 

5,900

D

$35.003

152,100

I

See footnote(7)

Class A Common Stock

4/23/03

 

S

 

800

D

$35.05

151,300

I

See footnote(7)

Class A Common Stock

 

 

 

 

 

 

 

105,000

I

See footnote(8)

Class B Common Stock

 

 

 

 

 

 

 

450

I

See footnote(9)

Class A Common Stock

 

 

 

 

 

 

 

4,500

D

 

Class A Common Stock

 

 

 

 

 

 

 

5,160.8950

D

401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Explanation of Responses:

(1) Co-Chairman of the Board and Treasurer of Forest City Enterprises, Inc.; general and limited partner in RMS, Ltd. an Ohio Limited Partnership (a 10% plus shareholder).
(2) Limited partner in RMS, Ltd., and held as Samuel H. Miller, Trustee
(3) Samuel H. Miller, Trustee of the Samuel H. Miller Trust UA June 10, 1983
(4) Shares were converted from Class B to Class A.
(5) Sale directly to another limited partner of RMS, Ltd.
(6) Held by Samuel H. Miller Family Fund, Inc. (Trust UA June 10, 1983) (Common B)
(7) Held by Samuel H. Miller Family Fund, Inc. (Trust UA June 10, 1983) (Common B) shares that were converted to Class A Common Stock. Shares are held in an account at McDonald Investments.
(8) Held by Samuel H. Miller Family Fund, Inc. (Trust UA June 10, 1983) (Common A)
(9) Samuel H. Miller, Trustee, general partner of RMS, Ltd.

  By: /s/ Geralyn M. Presti
             Geralyn M. Presti, Attorney-In-Fact for Samuel H. Miller, Co-Chairman of the Board and Director
**Signature of Reporting Person
4/23/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 


SEC FORMS 4 & 5


POWER OF ATTORNEY



The undersigned, designated by the Board of Directors as a Section 16 Company Insider,
hereby constitutes and appoints Geralyn M. Presti and Eleanor Fanslau, with full power
of substitution and resubstitution, as attorney of the undersigned, their name, place and
stead, to sign and file under the Securities Exchange Act of 1934, Section 16 Reporting Forms,
and any and all amendments thereto, to be filed with the Securities and Exchange Commission
pertaining to such filing, with full power and authority to do and perform any and all acts
and things whatsoever required and necessary to be done in the premises, hereby ratifying and
approving the act of said attorney and any such substitute.



EFFECTIVE as of October 25, 2002.



By: /s/ Samuel H. Miller
      Samuel H. Miller