-----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, S2tuhb5WcFOneSpmJSKjXI92xgTltI1PKhf8FOdvFFA+rULqpPXuz0idMaYnv+s1 Iwdae6LTyZc/+LP6+r0nUA== 0001217463-10-000005.txt : 20100702 0001217463-10-000005.hdr.sgml : 20100702 20100702133246 ACCESSION NUMBER: 0001217463-10-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100701 FILED AS OF DATE: 20100702 DATE AS OF CHANGE: 20100702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RATNER CHARLES A CENTRAL INDEX KEY: 0001217463 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04372 FILM NUMBER: 10935139 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 ISSUER: 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 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 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2010-07-01 0000038067 FOREST CITY ENTERPRISES INC FCEA/FCEB 0001217463 RATNER CHARLES A 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND OH 44113 1 1 1 0 CEO & Pres Class A Common Stock 811019 I See footnote Class A Common Stock 8132 I See footnote Class A Common Stock 4204 I See footnote Class A Common Stock 237500 I See footnote Class A Common Stock 441806 I See footnote Class A Common Stock 2236 I See footnote Class A Common Stock 8198 I See footnote Class A Common Stock 3215 I See footnote Class A Common Stock 21777 I See footnote Class A Common Stock 5034 D Class A Common Stock 36279 I See footnote Class A Common Stock 15151 I See footnote Class A Common Stock 2010-07-01 4 S 0 1042 11.21 D 20643 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 900 900 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 75078 75078 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 490587 490587 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 23531 23531 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 5992 5992 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 5992 5992 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 5992 5992 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 5992 5992 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 233080 233080 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 378500 378500 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 3120 3120 I See footnote 2003 Stock Option Grant (right to buy) 15.50 2005-03-17 2013-03-17 Class A Common 43200 43200 D 2005 Stock Option Grant (right to buy) 31.75 2007-04-06 2015-04-06 Class A Common 40000 40000 D 2006 Stock Option Grant (right to buy) 46.37 2008-04-04 2016-04-04 Class A Common 40000 40000 D 2007 Stock Option Grant (right to buy) 65.35 2009-03-29 2017-03-29 Class A Common 40000 40000 D 2008 Stock Option Grant (right to buy) 36.38 2010-06-18 2018-06-18 Class A Common 19691 19691 D 2009 Stock Option Grant (right to buy) 7.80 2011-04-21 2019-04-21 Class A Common 24220 24220 D 2010 Stock Option Grant (right to buy) 15.89 2011-04-14 2020-04-14 Class A Common 40289 40289 D 2008 Performance Shares 0 2012-01-31 1988-08-08 Class A Common Stock 21990 21990 D Charles Ratner Revocable Trust dated 7/17/1981. Charles Ratner 2001 Trust - dated 11/01/01. Trust holds 33,803 shares to split among children; son Adam has an interest in 8,132 shares. Charles Ratner disclaims beneficial interest. Held by spouse in an account at UBS Investments. Illana Horowitz Ratner Trust - dated 12/29/92 (spouse). Charles Ratner 1986 Remainder Interest Trust - Albert Ratner is trustee; Charles Ratner has no benifical interest, he retains an income interest for life. Beneficiaries are his children. Max Ratner 1986 Family Trust for the Benefit of Kevin Ratner (adult child of Charles Ratner) - Charles Ratner is trustee. Max Ratner 1986 Family Trust for the Benefit of Rachel Ratner (adult child of Charles Ratner) - Charles Ratner is trustee. Max Ratner 1988 Grandchildrens Trust - a limited partner in RMS, Ltd., for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest. Charles Ratner 1986 Family Trust Agreement U/A/D 12/18/86 FBO Adam Ratner. Charles Ratner disclaims beneficial interest. 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014. General Partnership interest in RMS, Ltd. partnership a 10% shareholder. The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee). RMS, Ltd. limited partnership interest. The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee) FCE Management, L.P. interest as limited partner in RMS, Ltd. Charles Ratner 2001 Trust - dated 11/01/01 - FCE Management, L.P. interest as limited partner in RMS, Ltd. - total holdings of trust are 94,124, shares are split among children, son Adam has an interest in 23,531. Charles Ratner disclaims beneficial interest. Max Ratner 1986 Family Trust for the benefit of Kevin Ratner (son) - Charles Ratner is Trustee. Max Ratner 1986 Family Trust for the benefit of Rachel Ratner (daughter) - Charles Ratner is Trustee. Max Ratner 1986 Family Trust for the benefit of Jonathan Ratner (son) - Charles Ratner is Trustee. Max Ratner 1986 Family Trust for the benefit of Adam Ratner (son) - Charles Ratner is Trustee. Max Ratner 1999 Irrevocable Trust - a limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest. Charles & Ilana Ratner 2007 Equalizing Trust - for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest. Sales in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 14, 2010. Shares sold in small increments over multiple transactions share price ranged from $11.0247 per share to $11.3647 per share, the average price per share was $11.21. Adam Ratner - individual account (son). Charles Ratner disclaims any beneficial interest. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. Performance Shares Award - granted 6/18/2008 - performance period is from May 1, 2008 to January 31, 2012. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 175% of the number of Performance Shares granted. Fair market value on date of grant is $36.38 per share. There is no fixed expiration date. Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock are convertible at any time - there is no fixed exercise date or expiration date. Geralyn M. Presti, Attorney-in-Fact for Charles A. Ratner 2010-07-02 EX-24 2 attach_1.txt POWER OF ATTORNEY 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 Robert G. Gephart, Geralyn M. Presti and Patricia A. Comai, 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/ Charles A. Ratner Charles A. Ratner -----END PRIVACY-ENHANCED MESSAGE-----