5 1 edgar.htm 5 Form 5

FORM 5

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

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    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL 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

OMB Number: 3235-0362
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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Ratner, James A.

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)

Executive Vice President                          (23)

(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/Year
3/17/03

(Street)

Cleveland, OH 44113

5. If Amendment,
Date of Original
(Month/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 at End of Issuer's
Fiscal year
(Instr. 3 & 4)

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

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

Amount

(A)
or
(D)

Price

Class B Common Stock

7/01/02

 

G

34,514.23

D

$35.45

373,356.46

I

See footnote(1)

Class B Common Stock

12/31/02

 

G

44,769.19

D

$33.72

328,587

I

See footnote(1)

Class A Common Stock

7/26/02

 

G

190

A

$33.885

700,732

I

See footnote(2)

Class A Common Stock

12/17/02

 

G

5,150

D

$32.80

695,582

I

See footnote(2)

Class A Common Stock

 

 

 

 

 

 

1,750

I

See footnote(3)

Class B Common Stock

12/31/02

 

G

44,769.19

A

$33.72

44,769.10

I

See footnote(3)

Class B Common Stock

7/26/02

 

G

41

A

$33.775

392

D

See footnote

Class A Common Stock

 

 

 

 

 

 

350,103

I

See footnote(4)

Class B Common Stock

 

 

 

 

 

 

29,961

I

See footnote(5)

Class A Common Stock

 

 

 

 

 

 

6,097

I

See footnote(6)

Class A Common Stock

12/17/02

 

G

5,150

A

$32.80

16,925

I

See footnote(7)

Class B Common Stock

 

 

 

 

 

 

68,559

I

See footnote(8)

Class B Common Stock

 

 

 

 

 

 

48,177

I

See footnote(9)

Class B Common Stock

 

 

 

 

 

 

30,553

I

See footnote(10)

Class A Common Stock

 

 

 

 

 

 

51,941

I

See footnote(11)

Class A Common Stock

 

 

 

 

 

 

10,800

I

See footnote(12)

Class B Common Stock

 

 

 

 

 

 

27,675

I

See footnote(12)

Class A Common Stock

 

 

 

 

 

 

17,730

I

See footnote(13)

Class A Common Stock

 

 

 

 

 

 

13,120

I

See footnote(14)

Class A Common Stock

 

 

 

 

 

 

43,763

I

See footnote(15)

Class B Common Stock

 

 

 

 

 

 

2,996

I

See footnote(16)

Class B Common Stock

 

 

 

 

 

 

100,599

I

See footnote(17)

Class B Common Stock

7/01/02

 

G

17,257.12

A

$35.45

130,117

I

See footnote(18)

Class A Common Stock

 

 

 

 

 

 

130,201

I

See footnote(24)
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 5 (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
at End of Year
(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)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

1996 Stock Option Grant (right to buy)

$9.583

 

 

 

 

 

9/10/98(19)

9/10/06

Class A Common

27,000

 

27,000

D

 

1998 Stock Option Grant (right to buy)

$19.00

 

 

 

 

 

3/18/00(20)

3/18/08

Class A Common

27,000

 

27,000

D

 

1999 Stock Option Grant (right to buy)

$14.917

 

 

 

 

 

4/08/01(21)

4/08/09

Class A Common

27,000

 

27,000

D

 

2001 Stock Option Grant (right to buy)

$28.533

 

 

 

 

 

3/08/03(22)

3/08/11

Class A Common

27,000

 

27,000

D

 

Explanation of Responses:

(1) Held as a limited partner in FCE Management, L.P., a limited partnership that is a limited partner in RMS, Ltd.
(2) James Ratner Revocable Trust dated 12/04/1981.
(3) James Ratner 2001 Trust.
(4) Max Ratner 1986 Remainder Interest Trust - James Ratner is a trustee (along with his brothers)
(5) Max Ratner 1986 Family Trust - held as a limited partner of RMS, Ltd., James Ratner is a trustee, along with his brothers. James Ratner disclaims any beneficial interest.
(6) Held by spouse at street account with McDonald Investment.
(7) James and Susan Ratner Philanthropic Fund.
(8) James Ratner 1986 Family Trust - limited partnership interest in FCE Management, L.P. a limited partner of RMS, Ltd., limited partnership; for the benefit of Daniel Ratner (son). James Ratner disclaims any beneficial interest.
(9) Daniel Ratner (son) limited partner interest in RMS, Ltd., limited partnership. James Ratner disclaims any benefical interest.
(10) James Ratner 1986 Family Trust - trust is a limited partner in RMS, Ltd. a limited partnership; for the benefit of Daniel Ranter (son). James Ratner disclaims any benefical interest.
(11) James Ratner 1986 Family Trust for the benefit of Daniel (son). James Ratner disclaims any beneficial interest.
(12) Daniel G. Ratner Trust II - 12/05/1983
(13) Daniel G. Ratner 1993 Trust.
(14) Max Ratner 1986 Family Trust dated 12/18.1986 - for the benefit of Daniel (son).
(15) Max Ratner Remainder Interest Trust - for the benefit of Daniel (son).
(16) Max Ratner Family Trust - for the benefit of Daniel (son). James Ratner disclaims any benficial interest.
(17) Max Ratner 1988 Grandchildren's Trust - for the benefit of Daniel (son). James Ratner disclaims any beneficial interest.
(18) Max Ratner 1999 Family Revocable Trust - for the benefit of Daniel (son). James Ratner disclaims any beneficial interest.
(19) 1996 Stock Option Grant - 25% exercisable 9/10/1998; 25% exercisable 9/10/1999; 50% exercisable 9/10/2000.
(20) 1998 Stock Option Grant - 25% exercisable 3/18/00; 33% exercisable 3/18/01; 42% exercisable 3/18/02.
(21) 1999 Stock Option Grant - 25% exercisable 4/08/2001; 25% exercisable 4/08/2002; 50% exercisable 4/08/2003.
(22) 2001 Stock Option Grant - 25% exercisable 3/08/03; 25% exercisable 3/08/04; 50% exercisable 3/08/05.
(23) Executive Vice President of Forest City Enterprises, Inc. Limited partner in RMS, Ltd. limited partnership a 10% plus shareholder.
(24) Max Ratner 1986 Family Trust - dated 12/18/86, James Ratner is trustee along with his brother.
  By: /s/ Geralyn M. Presti
             Geralyn M. Presti, Attorney-in-Fact for James A. Ratner
**Signature of Reporting Person		 3/17/03
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 Robert 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/ James A. Ratner

     James A. Ratner