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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended January 31, 1998
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-4372
FOREST CITY ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Ohio 34-0863886
- -------------------------------------- -------------------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
1100 Terminal Tower
50 Public Square Cleveland, Ohio 44113
- -------------------------------------- -------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code 216-621-6060
-------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- -------------------------------------- -------------------------------
Class A Common Stock ($.33 1/3 par value) New York Stock Exchange
Class B Common Stock ($.33 1/3 par value) New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- ------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
On March 4, 1998 the aggregate market value of the voting stock held by
non-affiliates of the registrant amounted to $358,166,158 and $75,440,615 for
Class A and Class B common stock, respectively.
The number of shares of registrant's common stock outstanding on March 4, 1998
was 9,596,936 and 5,392,340 for Class A and Class B common stock, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the fiscal year
ended January 31, 1998 (1997 Annual Report to Shareholders) are incorporated by
reference into Parts I and II of this Form 10-K. Portions of the Proxy Statement
for the Annual Meeting of Shareholders to be held June 9, 1998 are incorporated
by reference into Part III of this Form 10-K.
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FOREST CITY ENTERPRISES, INC.
ANNUAL REPORT ON FORM 10-K
JANUARY 31, 1998
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business 1
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
Item 4A. Executive Officers of the Registrant 5
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 7
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure 8
PART III
Item 10. Directors and Executive Officers of the Registrant 8
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial Owners
and Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K 10
Signatures 20
3
PART I
Item 1. Business
- ----------------
Founded 78 years ago and publicly traded since 1960, Forest City
Enterprises, Inc. (with its Subsidiaries, the "Company" or "Forest City") is one
of the leading real estate development companies in the United States. It owns,
develops, acquires and manages commercial and residential real estate projects
in 21 states and the District of Columbia. At January 31, 1998, the Company had
$3.0 billion in consolidated assets, of which approximately $2.7 billion was
invested in real estate.
The Company is organized into four principal business groups:
* The Commercial Group, which owns, develops, acquires and
operates shopping centers, office buildings and mixed-use
projects including hotels.
* The Residential Group, which develops, acquires, owns and
operates the Company's multi-family properties.
* The Land Group, which owns and develops raw land into master
planned communities and other residential developments for
resale.
* The Lumber Trading Group, which operates the Company's lumber
wholesaling business.
Each group operates autonomously and both the Commercial Group and the
Residential Group have separate development, acquisition, leasing, property and
financial management functions. As a result, each of these groups is able to
perform all of the tasks necessary to develop and maintain a property from
selecting a project site to financing the project to managing the completed
project. The Company's "Corporate" Activities relate to general corporate items.
Commercial Group
- ----------------
The Company has developed retail projects for more than 50 years and
office, mixed-use and hotel projects for more than 30 years. Today, the
Commercial Group owns a diverse portfolio in both urban and suburban locations
in 12 states. The Commercial Group targets densely populated locations where it
uses its expertise to develop complex projects, often employing public/private
partnerships. As of January 31, 1998, the Commercial Group owned interests in 59
completed projects, including 33 retail properties, 21 office properties and
five hotels.
The Company opened its first strip shopping center in 1948, and its first
enclosed regional mall in 1962. Since then, it has developed urban retail
centers, entertainment based centers, community centers and power centers
focused on "big box" retailing (collectively, "Specialty Retail Centers"), as
well as regional malls. As of January 31, 1998, the Commercial Group's existing
shopping center portfolio consisted of 14 regional malls with a total GLA of 4.3
million square feet and 19 Specialty Retail Centers with a total GLA of 3.9
million square feet.
Malls are generally developed in collaboration with anchor stores that
usually own their own facilities as integral parts of the mall structure and
environment and which do not generate significant direct payments to the
Company. In contrast, anchor stores at specialty retail and power centers
generally are tenants under long-term leases which contribute significant rental
payments to the Company.
While the Company continues to develop regional malls in strong markets,
the Company recently has pioneered the concept of bringing "big box" retailing
to urban locations previously ignored by major retailers. With high population
densities and disposable income levels at or near those of the suburbs, urban
development is proving to be economically advantageous for the Company, for the
tenants who realize high sales per square foot and for the cities, which benefit
from the new jobs created in the urban locations.
At January 31, 1998, the Company's operating portfolio of
office/mixed-use and hotel projects consists of 21 office buildings containing
6.7 million square feet, including mixed-use projects with an aggregate of
164,000 gross leasable square feet of retail space and five hotels with 1,530
rooms.
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Item 1. Business (continued)
- ----------------------------
In its office development activities, Forest City is primarily a
build-to-suit developer which works with tenants to meet their highly
specialized requirements. The Company's office development has focused primarily
on mixed-use projects in urban developments, often built in conjunction with
hotels and shopping centers or as part of a major office campus. As a result of
this focus on new urban developments, 50% of the Company's office buildings were
built within the last eight years and are concentrated in four new urban
developments located in Brooklyn, New York, Cleveland, Ohio, Cambridge,
Massachusetts and Pittsburgh, Pennsylvania.
Residential Group
- ------------------
The Company's Residential Group develops, acquires, owns, leases and
manages residential rental property in 17 states and the District of Columbia.
The Company has been engaged in apartment community development for over 50
years beginning in northeast Ohio and gradually expanding nationally. Its
portfolio includes mature middle-market apartments in geographically attractive
suburbs, newer and higher end apartments in unique urban locations and newer
apartments in the suburbs. The Residential Group, which focuses on large
apartment complexes, does not develop or operate single-family housing or
condominium projects.
At January 31, 1998, the Residential Group's operating portfolio consists
of 32,111 units in which Forest City has an ownership interest, including 9,402
units of syndicated senior citizen subsidized housing that the Company manages
and in which it owns a residual interest.
Land Group
- ----------
The Company has been in the land business since the 1930's. The Land
Group acquires and sells both raw land and developed lots to residential,
commercial and industrial customers. The Land Group projects attract national,
regional and local builders. The Land Group develops raw land into master
planned communities, mixed-use and other residential developments and currently
owns more than 5,300 acres of undeveloped land for this purpose. The Company
currently has major land development projects in five states.
Historically, the Land Group's activities focused on land development
projects in northeast Ohio. Over time, the Group's activities expanded to
larger, more complex projects, and regional expansion into western New York
State. In the last ten years, the Group has extended its activities on a
national basis, first in Arizona, and more recently in Florida and Nevada.
In addition to the sales activities of the Land Group, the Company also
sells land acquired by its Commercial Group and Residential Group adjacent to
their respective projects. Proceeds from such land sales are included in the
revenues of such Groups.
Forest City Trading Group
- --------------------------
The Company's original business was selling lumber to homebuilders. The
Company expanded this business in 1969 through its acquisition of Forest City
Trading Group, Inc., which is a lumber wholesaler to customers in all 50 states
and all Canadian provinces. Through twelve strategically located trading offices
in the United States and Canada, employing over 300 traders, Forest City sold
the equivalent of eight billion board feet of lumber in 1997, with a gross sales
volume of nearly $3 billion, making the Company one of the largest lumber
wholesalers in North America.
The Lumber Trading Group currently has offices in nine states and
Vancouver, British Columbia. The Company opens offices in response to the
changing demands of the lumber industry. In 1996, the Lumber Trading Group
opened a new Houston, Texas office as part of the Lumber Trading Group's
strategic initiative to increase its participation in the southern pine market,
which is growing in popularity as logging restrictions limit production in the
Pacific Northwest.
The Lumber Trading Group's core business is supplying lumber for new home
construction and to the repair and remodeling markets. Approximately 60% of the
Lumber Trading Group's sales for 1997 involve back-to-back trades in which the
Company brings together a buyer and seller for an immediate purchase and sale.
The balance of transactions are trades in which the Company takes a short-term
ownership position and is at risk for lumber market fluctuations. This risk,
however, is reduced by the implementation of our lumber hedging strategy.
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5
Item 1. Business (continued)
- -----------------------------
Competition
The real estate industry is highly competitive in all major markets. With
regard to the Commercial and Residential Groups, there are numerous other
developers, managers and owners of commercial and residential real estate that
compete with the Company nationally, regionally and/or locally in seeking
management and leasing revenues, land for development, properties for
acquisition and disposition and tenants for properties, some of whom may have
greater financial resources than the Company. There can be no assurance that the
Company will successfully compete for new projects or have the ability to react
to competitive pressures on existing projects caused by factors such as
declining occupancy rates or rental rates. In addition, tenants at the Company's
retail properties face continued competition in attracting customers from
retailers at other shopping centers, catalogue companies, warehouse stores,
large discounters, outlet malls, wholesale clubs and direct mail and
telemarketers. The existence of competing developers, managers and owners and
competition to the Company's tenants could have a material adverse effect on the
Company's ability to lease space in its properties and on the rents charged or
concessions granted, could materially and adversely affect the Company's results
of operations and cash flows, and could affect the realizable value of assets
upon sale.
With regard to the Lumber Trading Group, the lumber wholesaling business
is highly competitive. Competitors in the lumber brokerage business include
numerous brokers and in-house sales departments of lumber manufacturers, many of
which are larger and have greater resources than the Company.
Forest City was incorporated in Ohio in 1960 as a successor to a business
started in 1921.
Number of Employees
- -------------------
The Company had 3,588 employees as of January 31, 1998, of which 2,691
were full-time and 897 were part-time.
Segments of Business
- --------------------
Financial information about industry segments required by this item is
incorporated by reference to Note I "Segment Information" which appears on page
36 of the 1997 Annual Report to Shareholders.
3
6
Item 2. Properties
- ------------------
The Corporate headquarters of Forest City Enterprises is located in
Cleveland, Ohio and is owned by the Company. Forest City Trading Group, Inc.
maintains its headquarters in Portland, Oregon with 21 administrative and sales
offices and one processing plant located in nine states and one sales office in
Canada.
The "Forest City Rental Properties Corporation Portfolio of Real Estate,"
presented on pages 22 and 23 of the 1997 Annual Report to Shareholders, lists
the shopping centers, office buildings, hotels and apartments in which Forest
City Rental Properties Corporation has an interest and is incorporated herein by
reference.
Item 3. Legal Proceedings
- -------------------------
An action was filed in August 1997 against Forest City Trading Group,
Inc. (a wholly-owned subsidiary of the Company) and 10 of its subsidiaries, all
of which are in the business of trading lumber. The complaint alleges improper
calculation and underpayment of commissions and other related claims. Plaintiffs
purport to represent a class of 300 to 500 traders who are current and former
employees of Forest City Trading Group, Inc. and its 10 subsidiaries. Plaintiffs
have not moved for class certification as of this date and no class has been
certified. The Company believes that any exposure will be limited to Forest City
Trading Group, Inc. and its subsidiaries. The Company intends to defend the suit
vigorously and the litigation is not expected to have a material adverse effect
upon the financial condition, results of operations or cash flows of the
Company.
The Company, through subsidiaries, owns a 14.6% interest in the Seven
Hills development, located in Henderson, Nevada, which is owned by the Silver
Canyon Partnership and is being developed in conjunction with a golf course. In
August, 1997, a class-action lawsuit was filed by the current homeowners in
Seven Hills against the Silver Canyon Partnership, the golf course developers,
and other entities, including the Company. In addition, a separate lawsuit was
filed by some of the production homebuilding companies at Seven Hills, against
some of the same parties, not including the Company. Both suits seek a
commitment for public play on the golf course, as well as damages, The Silver
Canyon Partnership, the Company and its subsidiaries are responding to both
suits, and are attempting to reach an appropriate resolution with all parties
involved. Sales efforts are continuing at the Seven Hills development, and
because these events are recent, it is not yet possible to determine the extent
of any impact on the Partnership's financial performance. The Company believes
it has meritorious defenses to these claims and intends to defend against them
vigorously. The Company believes that any exposure will be limited to the Silver
Canyon Partnership and is not expected to have a material adverse effect upon
the financial condition, results of operations or cash flows of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter.
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Item 4 (a). Executive Officers of the Registrant
The following list is included as an unnumbered Item in Part I of this
Report in lieu of being included in the Proxy Statement for the Annual Meeting
of Shareholders to be held on June 9, 1998.
The names, ages and positions held by the executive officers of the
Company are presented in the following list. Each individual has been appointed
to serve for the period which ends with the Annual Meeting of Shareholders
scheduled for June 9, 1998.
Date
Name and Position(s) Held Appointed Age
- --------------------------- --------- ----
Albert B. Ratner
Co-Chairman of the Board of Directors of the Company since June 1995, Vice
Chairman of the Board of the Company from June 1993 to June 1995, Chief
Executive Officer prior to July 1995 and President prior to July 1993. 6-13-95 70
Samuel H. Miller
Co-Chairman of the Board of Directors of the Company since June 1995, Chairman
of the Board of the Company from June 1993 to June 1995 and Vice Chairman of the
Board, Chief Operating Officer of the Company prior to June 1993,
Treasurer of the Company since December 1992. 6-13-95 76
Nathan Shafran
Honorary Vice Chairman of the Board of Directors since
June 1997, Vice Chairman of the Board of Directors of
the Company prior to June 1997. 3-11-87 84
Charles A. Ratner
President of the Company since June 1993, Chief Executive
Officer of the Company since June 1995, Chief Operating
Officer from June 1993 to June 1995 and Executive Vice
President prior to June 1993, Director. 6-13-95 56
James A. Ratner
Executive Vice President, Director, Officer of various
subsidiary corporations. 3-09-88 53
Ronald A. Ratner
Executive Vice President, Director, Officer of various
subsidiary corporations. 3-09-88 51
6
8
Date
Name and Position(s) Held Appointed Age
- ------------------------- --------- ----
Thomas G. Smith
Senior Vice President, Chief Financial Officer, Secretary,
Officer of various subsidiary corporations. 9-03-85 57
William M. Warren
Senior Vice President, General Counsel and
Assistant Secretary. 5-16-72 69
Brian J. Ratner
Senior Vice President--Development since January 1997,
Vice President--Urban Entertainment from June 1995 to
December 1996, Vice President from May 1994 to June 1995
and an officer of various subsidiaries. 1-01-97 40
Linda M. Kane
Vice President and Corporate Controller since April 1995,
Asset Manager--Commercial Group from July 1992 to
April 1995 and Financial Analyst--Residential Group from
October 1990 to July 1992. 4-01-95 40
Note: Nathan Shafran is the uncle of Charles A. Ratner, James A. Ratner and
Ronald A. Ratner, who are brothers, and is the uncle of Albert B.
Ratner. Albert B. Ratner is the father of Brian J. Ratner and Deborah
Ratner Salzberg and is first cousin to Charles A. Ratner, James A.
Ratner and Ronald A. Ratner.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
- -------------------------------------------------------------------------------
Information required by this item is incorporated by reference to
"Quarterly Consolidated Financial Data (Unaudited)" which appears on page
42 of the 1997 Annual Report to Shareholders.
Item 6. Selected Financial Data
- --------------------------------
The information required by this item is incorporated by reference to
"Selected Financial Data" on page 24 of the 1997 Annual Report to Shareholders.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations
-------------
The information required by this item is incorporated by reference to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 43 through 49 of the 1997 Annual Report to
Shareholders.
Item 7(A). Quantitative and Qualitative Disclosure About Market Risk
- --------------------------------------------------------------------
Not applicable until fiscal year ending January 31, 1999.
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
The financial statements and supplementary data required by this item are
incorporated by reference to "Report of Independent Accountants,"
"Consolidated Financial Statements," "Notes to Consolidated Financial
Statements" and "Quarterly Consolidated Financial Data (Unaudited)" located
on pages 25 through 42 of the 1997 Annual Report to Shareholders.
Financial Statement Schedule II, "Valuation and Qualifying Accounts" and
Schedule III, "Real Estate and Accumulated Depreciation" are included in
Part IV, Item 14(d).
Item 9. Changes In and Disagreements With Accountants on Accounting and
- --------------------------------------------------------------------------
Financial Disclosure
----------------------
None.
8
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PART III
Item 10. Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
(a) Identification of Directors is contained in a definitive proxy
statement which the registrant anticipates will be filed by May 11,
1998 and is incorporated herein by reference.
(b) Pursuant to General Instruction G of Form 10-K and Item 401(b) of
Regulation S-K, Executive Officers of the Registrant are reported in
Part I of this Form 10-K.
(c) The disclosure of delinquent filers, if any, under Section 16(a) of
the Securities Exchange Act of 1934 is contained in a definitive
proxy statement which the registrant anticipates will be filed by May
11, 1998 and is incorporated herein by reference.
Item 11. Executive Compensation; Item 12. Security Ownership of Certain
- -------------------------------------------------------------------------
Beneficial Owners and Management; and Item 13. Certain Relationships and
- -------------------------------------------------------------------------
Related Transactions
- --------------------
Information required under these sections is contained in a definitive
proxy statement which the registrant anticipates will be filed by
May 11, 1998 and is incorporated herein by reference.
9
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------------------------------------------------------------------------
(a) List of documents filed as part of this report.
1. The following financial statements and supplementary data
included in the 1997 Annual Report to Shareholders are
incorporated by reference in Part II, Item 8.
Report of Independent Accountants
Consolidated Balance Sheets - January 31, 1998 and 1997
Consolidated Statements of Earnings for the three years
ended January 31, 1998
Consolidated Statements of Shareholders' Equity for the
three years ended January 31, 1998
Consolidated Statements of Cash Flows for the three years
ended January 31, 1998
Notes to Consolidated Financial Statements
Quarterly Consolidated Financial Data (Unaudited)
Individual financial statements of 50% or less owned persons
accounted for by the equity method have been omitted because
such 50% or less owned persons considered in the aggregate
as a single subsidiary would not constitute a significant
subsidiary.
2. Financial statement schedules required by Part II, Item 8
are included in Part IV, Item 14(d):
Page No
-------
Schedule II - Valuation and Qualifying
Accounts for the years ended January 31,
1998, 1997 and 1996 17
Schedule III - Real Estate and Accumulated
Depreciation at January 31, 1998 with
reconciliations for the years
ended January 31, 1998, 1997 and 1996 18 - 19
The report of the independent accountants with respect to
the above listed financial statement schedules appears on
page 16.
Schedules other than those listed above are omitted for the reason
that they are not required or are not applicable, or the required
information is shown in the consolidated financial statements or notes
thereto. Columns omitted from schedules filed have been omitted because
the information is not applicable.
3. Exhibits - see (c) below.
(b) Reports on Form 8-K filed during the three months
ended January 31, 1998: None.
(c) Exhibits.
Exhibit
Number Description of Document
-------- -----------------------
3.1 - Amended Articles of Incorporation
adopted as of October 11, 1983,
incorporated by reference to Exhibit 3.1
to the Company's Form 10-Q for the
quarter ended October 31, 1983 (File No.
1-4372).
3.2 - Code of Regulations as amended June 14,
1994, incorporated by reference to
Exhibit 3.2 to the Company's Form 10-K
for the fiscal year ended January 31,
1997 (File No.1-4372).
10
12
Exhibit
Number Description of Document
-------- -----------------------
3.3 - Certificate of Amendment by Shareholders
to the Articles of Incorporation of
Forest City Enterprises, Inc. dated June
24, 1997, incorporated by reference to
Exhibit 4.14 to the Company's
Registration Statement on Form S-3
(Registration No. 333-41437).
4.1 - Form of Senior Subordinated Indenture
between the Company and National City
Bank, as Trustee thereunder,
incorporated by reference to Exhibit 4.1
to the Company's Registration Statement
on Form S-3 (Registration No.
333-22695).
4.2 - Form of Junior Subordinated Indenture
between the Company and National City
Bank, as Trustee thereunder,
incorporated by reference to Exhibit 4.2
to the Company's Registration Statement
on Form S-3 (Registration No.
333-22695).
4.3 - Form of Senior Subordinated Indenture
between the Company and The Bank of New
York, as Trustee thereunder,
incorporated by reference to Exhibit
4.22 to the Company's Registration
Statement on Form S-3 (Registration No.
333-41437).
10.1 - Credit Agreement, dated as of December
10, 1997, by and among Forest City
Rental Properties Corporation, the banks
named therein, KeyBank National
Association, as administrative agent,
and National City Bank, as syndication
agent, incorporated by reference to
Exhibit 10.38 to the Company's Form 10-Q
for the quarter ended October 31, 1997
(File No. 1-4372).
10.2 - Guaranty of Payment of Debt, dated as of
December 10, 1997, by and among Forest
City Enterprises, Inc., the banks named
therein, KeyBank National Association,
as administrative agent, and National
City Bank, as syndication agent,
incorporated by reference to Exhibit
10.39 to the Company's Form 10-Q for the
quarter ended October 31, 1997 (File No.
1-4372).
10.3 - First Amendment to Credit Agreement,
dated as of January 20, 1998, by and
among Forest City Rental Properties
Corporation, the banks named therein,
KeyBank National Association, as
administrative agent, and National City
Bank, as syndication agent, incorporated
by reference to Exhibit 4.19 to the
Company's Registration Statement on Form
S-3 (File No. 333-41437).
10.4 - First Amendment to Guaranty of Payment
of Debt, dated as of January 20, 1998,
by and among Forest City Enterprises,
Inc., the banks named therein, KeyBank
National Association, as administrative
agent, and National City Bank, as
syndication agent, incorporated by
reference to Exhibit 4.20 to the
Company's Registration Statement on Form
S-3 (File No. 333-41437).
10.5 - Letter Agreement, dated as of February
25, 1998, by and among Forest City
Enterprises, Inc., Forest City Rental
Properties Corporation, the banks named
therein, KeyBank National Association,
as administrative agent, and National
City Bank, as syndication agent,
incorporated by reference to Exhibit
4.21 to the Company's Registration
Statement on Form S-3 (File No.
333-41437).
11
13
Exhibit
Number Description of Document
------ -----------------------
10.6 - Second Amendment to Credit Agreement,
dated as of March 6, 1998, by and among
Forest City Rental Properties
Corporation, the banks named therein,
KeyBank National Association, as
administrative agent, and National City
Bank, as syndication agent, incorporated
by reference to Exhibit 10.1 to the
Company's Form 8-K, dated March 6, 1998
(File No. 1-4372).
10.7 - Second Amendment to Guaranty of Payment
of Debt, dated as of March 6, 1998, by
and among Forest City Enterprises, Inc.,
the banks named therein, KeyBank
National Association, as administrative
agent, and National City Bank, as
syndication agent, incorporated by
reference to Exhibit 10.2 to the
Company's Form 8-K, dated March 6, 1998
(File No. 1-4372).
10.8 - Stock Purchase Agreement, dated May 7,
1997, between Forest City Enterprises,
Inc. and Richard Miller, Aaron Miller
and Gabrielle Miller, incorporated by
reference to Exhibit 10.34 to the
Company's Form 10-Q for the quarter
ended April 30, 1997 (File No. 1-4372).
10.9 - Letter Agreement, dated August 14, 1997,
adjusting the interest rate in the Stock
Purchase Agreement, dated May 7, 1997,
between Forest City Enterprises, Inc.
and Richard Miller, Aaron Miller and
Gabrielle Miller, incorporated by
reference to Exhibit 10.35 to the
Company's Form 10-Q for the quarter
ended July 31, 1997 (File No. 1-4372).
(ii) 10.10 - Supplemental Unfunded Deferred
Compensation Plan for Executives,
incorporated by reference to Exhibit
10.9 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.11 - Deferred Compensation Agreement between
Forest City Enterprises, Inc. and Thomas
G. Smith, dated December 27, 1995,
incorporated by reference to Exhibit
10.33 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.12 - 1994 Stock Option Plan, including forms
of Incentive Stock Option Agreement and
Nonqualified Stock Option Agreement,
incorporated by reference to Exhibit
10.10 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.13 - Employment Agreement entered into as of
September 25, 1989 by the Company and
Albert B. Ratner, incorporated by
reference to Exhibit 10.11 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.14 - First Amendment to Employment Agreement
entered into as of December 6, 1996 by
the Company and Albert B. Ratner,
incorporated by reference to Exhibit
10.12 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
12
14
Exhibit
Number Description of Document
------ -----------------------
(i) (ii) 10.15 - Employment Agreement entered into on
April 6, 1998, effective as of February
1, 1997, by the Company and Samuel H.
Miller.
(i) (ii) 10.16 - Employment Agreement entered into on
April 6, 1998, effective as of February
1, 1997, by the Company and Charles A.
Ratner.
(i) (ii) 10.17 - First Amendment to Employment Agreement
(dated April 6, 1998) entered into as of
April 24, 1998 by the Company and
Charles A. Ratner.
(ii) 10.18 - First Amendment to Employment Agreement
(dated December 6, 1996 and superseded
by Employment Agreement dated April 6,
1998) entered into as of December 6,
1996 by the Company and Charles A.
Ratner, incorporated by reference to
Exhibit 10.18 to the Company's Form 10-K
for the year ended January 31, 1997
(File No.1-4372).
(i) (ii) 10.19 - Employment Agreement entered into on
April 6, 1998, effective as of February
1, 1997, by the Company and James A.
Ratner.
(i) (ii) 10.20 - Employment Agreement entered into on
April 6, 1998, effective as of February
1, 1997, by the Company and Ronald A.
Ratner.
(ii) 10.21 - Employment Agreement entered into as of
September 25, 1989 by the Company and
Nathan P. Shafran, incorporated by
reference to Exhibit 10.14 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.22 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Deborah Ratner
Salzberg and Forest City Enterprises,
Inc., insuring the lives of Albert
Ratner and Audrey Ratner, dated June 26,
1996, incorporated by reference to
Exhibit 10.19 to the Company's Form 10-K
for the year ended January 31, 1997
(File No. 1-4372).
(ii) 10.23 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Brian J. Ratner and
Forest City Enterprises, Inc., insuring
the lives of Albert Ratner and Audrey
Ratner, dated June 26, 1996,
incorporated by reference to Exhibit
10.20 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.24 - Letter Supplement to Split Dollar
Insurance Agreement and Assignment of
Life Insurance Policy as Collateral
between Brian J. Ratner and Forest City
Enterprises, Inc., insuring the lives of
Albert Ratner and Audrey Ratner,
effective June 26, 1996, incorporated by
reference to Exhibit 10.21 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
13
15
Exhibit
Number Description of Document
------ -----------------------
(ii) 10.25 - Letter Supplement to Split Dollar
Insurance Agreement and Assignment of
Life Insurance Policy as Collateral
between Deborah Ratner Salzberg and
Forest City Enterprises, Inc., insuring
the lives of Albert Ratner and Audrey
Ratner, effective June 26, 1996,
incorporated by reference to Exhibit
10.22 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.26 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Charles
Ratner 1992 Irrevocable Trust Agreement
and Forest City Enterprises, Inc.,
insuring the lives of Charles Ratner and
Ilana Horowitz (Ratner), dated November
2, 1996, incorporated by reference to
Exhibit 10.23 to the Company's Form 10-K
for the year ended January 31, 1997
(File No. 1-4372).
(ii) 10.27 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Charles
Ratner 1989 Irrevocable Trust Agreement
and Forest City Enterprises, Inc.,
insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by
reference to Exhibit 10.24 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.28 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Max
Ratner 1988 Grandchildren's Trust
Agreement and Forest City Enterprises,
Inc., insuring the life of Charles
Ratner, dated October 24, 1996,
incorporated by reference to Exhibit
10.25 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.29 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Max
Ratner 1988 Grandchildren's Trust
Agreement and Forest City Enterprises,
Inc., insuring the life of Charles
Ratner, dated October 24, 1996,
incorporated by reference to Exhibit
10.26 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.30 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Max
Ratner 1988 Grandchildren's Trust
Agreement and Forest City Enterprises,
Inc., insuring the life of Charles
Ratner, dated October 24, 1996,
incorporated by reference to Exhibit
10.27 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.31 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Max
Ratner 1988 Grandchildren's Trust
Agreement and Forest City Enterprises,
Inc., insuring the life of Charles
Ratner, dated October 24, 1996,
incorporated by reference to Exhibit
10.28 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
14
16
Exhibit
Number Description of Document
------- -----------------------
(ii) 10.32 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Charles
Ratner 1989 Irrevocable Trust Agreement
and Forest City Enterprises, Inc.,
insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by
reference to Exhibit 10.29 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.33 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Charles
Ratner 1989 Irrevocable Trust Agreement
and Forest City Enterprises, Inc.,
insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by
reference to Exhibit 10.30 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.34 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Charles
Ratner 1989 Irrevocable Trust Agreement
and Forest City Enterprises, Inc.,
insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by
reference to Exhibit 10.31 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.35 - Letter Supplement to Split Dollar
Insurance Agreement and Assignment of
Life Insurance Policy as Collateral
between James Ratner and Albert Ratner,
Trustees under the Charles Ratner 1992
Irrevocable Trust Agreement and Forest
City Enterprises, Inc., insuring the
lives of Charles Ratner and Ilana
Ratner, effective November 2, 1996,
incorporated by reference to Exhibit
10.32 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(i) 13 - 1997 Annual Report to Shareholders.
(i) 21 - Subsidiaries of the Registrant.
See page 20.
(i) 23(A) - Consent of Coopers & Lybrand, L.L.P.
regarding Form S-3 (Registration No.
333-22695).
(i) 23(B) - Consent of Coopers & Lybrand, L.L.P.
regarding Form S-3 (Registration No.
333-41437).
(i) 23(C) - Consent of Coopers & Lybrand, L.L.P.
regarding Form S-8 (Registration No.
33-65054).
(i) 23(D) - Consent of Coopers & Lybrand, L.L.P.
regarding Form S-8 (Registration No.
33-65058).
(i) 24 - Powers of attorney.
(i) 27 - Financial Data Schedules.
- -------------------------
Note (i) - Filed herewith.
Note (ii) - Reflects management contracts or other compensatory
arrangements required to be filed as an exhibit pursuant
to Item 14(c) of this Form 10-K.
15
17
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Shareholders
Forest City Enterprises, Inc.
Our report on the consolidated financial statements of Forest City Enterprises
Inc. and subsidiaries has been incorporated by reference in this Form 10-K from
page 25 of the 1997 Annual Report to Shareholders of Forest City Enterprises,
Inc. In connection with our audits of such financial statements, we have also
audited the related financial statement schedules listed in the index on page 10
of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
/s/ Coopers & Lybrand, L.L.P.
Cleveland, Ohio
March 11, 1998
16
18
FOREST CITY ENTERPRISES, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Item 14(d). Financial Statement Schedule
Additions
Balance at Charged to Balance at
Beginning Costs and End of
Description of Period Expenses Deductions Period
- ----------- ---------- ----------- ---------- -----------
( in thousands)
Allowance for
doubtful accounts
Year Ended January 31, 1998 $4,994 $4,794 $1,619 (a) $8,169
====== ====== ====== ======
Year Ended January 31, 1997 $3,687 $2,714 $1,407 (a) $4,994
====== ====== ====== ======
Year Ended January 31, 1996 $4,208 $ 714 $1,235 (a) $3,687
====== ====== ====== ======
(a) Uncollectible accounts written off.
17
19
FOREST CITY ENTERPRISES, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
Initial cost
to Company Cost capitalized
Amount of -------------------------------- subsequent to acquisition
encumbrance Buildings -------------------------------
at January 31, and Carrying
Description of Property 1998 Land Improvements Improvements costs
- ----------------------- --------------- ------------- -------------------------------------------------
Apartments:
Miscellaneous
investment $ 482,439 $ 54,195 $ 460,252 $ 42,591 $ 23,183
Shopping Centers:
Cleveland, Ohio 60,963 - 137,137 8,130 6,150
Miscellaneous
investments 710,140 62,621 503,281 131,092 41,653
Office Buildings:
Miscellaneous
investments 701,710 26,767 683,473 171,943 36,003
Leasehold
improvements and
other equipment:
Miscellaneous
investments - - 18,574 - -
Under Construction:
Miscellaneous
investments 39,591 44,722 206,694 - -
Undeveloped Land:
Miscellaneous
investments 24,088 46,099 - - -
------------- --------- ----------- --------- ---------
Total $ 2,018,931 $ 234,404 $ 2,009,411 $ 353,756 $ 106,989
============= ========= =========== ========= =========
Gross amount at which
carried at close of
31-Jan-98
-------------------------------------------------------
Building
and Total
Description of Property Land improvements (A) (B)
- ----------------------- --------------- ------------------------------------
Apartments:
Miscellaneous
investment $ 63,667 $ 516,554 $ 580,221
Shopping Centers:
Cleveland, Ohio - 151,417 151,417
Miscellaneous
investments 77,191 661,456 738,647
Office Buildings:
Miscellaneous
investments 30,154 888,032 918,186
Leasehold
improvements and
other equipment:
Miscellaneous
investments - 18,574 18,574
Under Construction:
Miscellaneous
investments 44,722 206,694 251,416
Undeveloped Land:
Miscellaneous
investments 46,099 - 46,099
---------- ----------- -------------
Total $ 261,833 $ 2,442,727 $ 2,704,560
========= =========== =============
Range of lives
(in years) on which
depreciation in
Accumulated latest income
depreciation statement is computed
at January 31, Date of Date ------------------------
Description of Property 1998 (C) construction acquired Bldg. Improvements
- ----------------------- -------------- ------------------ --------- ----- ------------
Apartments:
Miscellaneous
investment $ 117,188 Various - Various Various
Shopping Centers:
Cleveland, Ohio 24,853 1988-1990 - 50 50
Miscellaneous
investments 127,177 Various - Various Various
Office Buildings:
Miscellaneous
investments 167,159 Various - Various Various
Leasehold
improvements and
other equipment:
Miscellaneous
investments 12,257 - Various Various Various
Under Construction:
Miscellaneous
investments -
Undeveloped Land:
Miscellaneous
investments -
---------
Total $ 448,634
=========
(A) The aggregate cost at January 31, 1998 for federal income tax purposes
was $ 2,577,360. For (B) and (C) refer to the following page.
(Continued)
18
20
FOREST CITY ENTERPRISES, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
For the Years Ended January 31,
----------------------------------------------------------------
1998 1997 1996
------------------- ---------------- ---------------
(in thousands)
(B) Reconciliations of total real estate carrying
value are as follows:
Balance at beginning of period $ 2,520,179 $ 2,425,083 $ 2,322,136
Additions during period -
Improvements 205,051 148,025 130,296
Other acquisitions 90,438 22,264 28,587
------------------- ---------------- ---------------
295,489 170,289 158,883
------------------- ---------------- ---------------
Deductions during period -
Cost of real estate sold (111,108) (75,193) (55,936)
------------------- ---------------- ---------------
Balance at end of period $ 2,704,560 $ 2,520,179 $ 2,425,083
=================== ================ ===============
(C) Reconciliations of accumulated depreciation
are as follows:
Balance at beginning of period $ 399,830 $ 347,912 $ 303,012
Additions during period -
Charged to profit or loss 56,923 52,979 50,821
Deductions during period -
Retirement and sales (8,119) (1,061) (5,921)
------------------- ---------------- ---------------
Balance at end of period $ 448,634 $ 399,830 $ 347,912
=================== ================ ===============
19
21
Item 14. Exhibit 21 - Parents and Subsidiaries
- -----------------------------------------------
The voting securities of the subsidiaries below are in each case owned by Forest
City Enterprises, Inc. except where a subsidiary's name is indented, in which
case that subsidiary's voting securities are owned by the next preceding
subsidiary whose name is not so indented.
Percentage of
Voting Securities
Owned By State of
Name of Subsidiary Immediate Parent Incorporation
------------------ ---------------- -------------
Forest City Rental Properties Corporation 100 Ohio
Forest City Commercial Group, Inc. 100 Ohio
Tower City Land Corporation 100 Ohio
Tusar, Inc. 100 Ohio
In Town Hotels, Inc. 100 Ohio
FC Peripheral Land, Inc. 100 Delaware
Forest City Pierrepont, Inc. 100 New York
Forest Bay, Inc. 100 Ohio
Forest City Residential Group, Inc. 100 Ohio
Forest City Bayside Corporation 100 Ohio
FL-Pembroke, Inc. 100 Florida
Forest City Trading Group, Inc. 100 Oregon
Sunrise Development Company 100 Ohio
Sunrise Land Company 100 Ohio
FC Granite, Inc. 100 Ohio
20
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FOREST CITY ENTERPRISES, INC.
------------------------------
(Registrant)
DATE: April 29, 1998 BY: /s/ Charles A. Ratner
---------------------- --------------------------------------
(Charles A. Ratner, President and Chief
Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Albert B. Ratner Co-Chairman of the Board and Director April 29, 1998
- -----------------------------
(Albert B. Ratner)
/s/ Samuel H. Miller Co-Chairman of the Board, Treasurer April 29, 1998
- ----------------------------- and Director
(Samuel H. Miller)
* President, Chief Executive Officer April 29, 1998
- ----------------------------- and Director (Principal Executive
(Charles A. Ratner) Officer)
/s/ Thomas G. Smith Senior Vice President, Chief April 29, 1998
- ----------------------------- Financial Officer and Secretary
(Thomas G. Smith) (Principal Financial Officer)
/s/ Linda M. Kane Vice President and Corporate Controller April 29, 1998
- ----------------------------- (Principal Accounting Officer)
(Linda M. Kane)
/s/ James A. Ratner Executive Vice President and Director April 29, 1998
- -----------------------------
(James A. Ratner)
/s/ Ronald A. Ratner Executive Vice President and Director April 29, 1998
- -----------------------------
(Ronald A. Ratner)
/s/ Brian J. Ratner Senior Vice President and Director April 29, 1998
- -----------------------------
(Brian J. Ratner)
/s/ Deborah Ratner Salzberg Director April 29, 1998
- -----------------------------
(Deborah Ratner Salzberg)
/s/ J Maurice Struchen Director April 29, 1998
- -----------------------------
(J Maurice Struchen)
23
Signature Title Date
--------- ----- ----
/s/ Michael P. Esposito, Jr. Director April 29, 1998
- -----------------------------
(Michael P. Esposito, Jr.)
/s/ Scott S. Cowen Director April 29, 1998
- -----------------------------
(Scott S. Cowen)
/s/ Jerry V. Jarrett Director April 29, 1998
- -----------------------------
(Jerry V. Jarrett)
/s/ Joan K. Shafran Director April 29, 1998
- -----------------------------
(Joan K. Shafran)
The Registrant plans to furnish security holders a copy of the Annual Report and
Proxy material by May 11, 1998.
* The undersigned, pursuant to a Power of Attorney executed by each of the
Directors and Officers identified above and filed with the Securities and
Exchange Commission, by signing his name hereto, does hereby sign and
execute this Form 10-K on behalf of each of the persons noted above, in the
capacities indicated.
By: /s/ Charles A. Ratner April 29, 1998
---------------------------------------
(Charles A. Ratner, Attorney-in-Fact)
24
Exhibit Index
-------------
Exhibit
Number Description of Document
------- -----------------------
3.1 - Amended Articles of Incorporation
adopted as of October 11, 1983,
incorporated by reference to Exhibit 3.1
to the Company's Form 10-Q for the
quarter ended October 31, 1983 (File No.
1-4372).
3.2 - Code of Regulations as amended June 14,
1994, incorporated by reference to
Exhibit 3.2 to the Company's Form 10-K
for the fiscal year ended January 31,
1997 (File No.1-4372).
3.3 - Certificate of Amendment by Shareholders
to the Articles of Incorporation of
Forest City Enterprises, Inc. dated June
24, 1997, incorporated by reference to
Exhibit 4.14 to the Company's
Registration Statement on Form S-3
(Registration No. 333-41437).
4.1 - Form of Senior Subordinated Indenture
between the Company and National City
Bank, as Trustee thereunder,
incorporated by reference to Exhibit 4.1
to the Company's Registration Statement
on Form S-3 (Registration No.
333-22695).
4.2 - Form of Junior Subordinated Indenture
between the Company and National City
Bank, as Trustee thereunder,
incorporated by reference to Exhibit 4.2
to the Company's Registration Statement
on Form S-3 (Registration No.
333-22695).
4.3 - Form of Senior Subordinated Indenture
between the Company and The Bank of New
York, as Trustee thereunder,
incorporated by reference to Exhibit
4.22 to the Company's Registration
Statement on Form S-3 (Registration No.
333-41437).
10.1 - Credit Agreement, dated as of December
10, 1997, by and among Forest City
Rental Properties Corporation, the banks
named therein, KeyBank National
Association, as administrative agent,
and National City Bank, as syndication
agent, incorporated by reference to
Exhibit 10.38 to the Company's Form 10-Q
for the quarter ended October 31, 1997
(File No. 1-4372).
10.2 - Guaranty of Payment of Debt, dated as of
December 10, 1997, by and among Forest
City Enterprises, Inc., the banks named
therein, KeyBank National Association,
as administrative agent, and National
City Bank, as syndication agent,
incorporated by reference to Exhibit
10.39 to the Company's Form 10-Q for the
quarter ended October 31, 1997 (File No.
1-4372).
10.3 - First Amendment to Credit Agreement,
dated as of January 20, 1998, by and
among Forest City Rental Properties
Corporation, the banks named therein,
KeyBank National Association, as
administrative agent, and National City
Bank, as syndication agent, incorporated
by reference to Exhibit 4.19 to the
Company's Registration Statement on Form
S-3 (File No. 333-41437).
25
10.4 - First Amendment to Guaranty of Payment
of Debt, dated as of January 20, 1998,
by and among Forest City Enterprises,
Inc., the banks named therein, KeyBank
National Association, as administrative
agent, and National City Bank, as
syndication agent, incorporated by
reference to Exhibit 4.20 to the
Company's Registration Statement on Form
S-3 (File No. 333-41437).
10.5 - Letter Agreement, dated as of February
25, 1998, by and among Forest City
Enterprises, Inc., Forest City Rental
Properties Corporation, the banks named
therein, KeyBank National Association,
as administrative agent, and National
City Bank, as syndication agent,
incorporated by reference to Exhibit
4.21 to the Company's Registration
Statement on Form S-3 (File No.
333-41437).
10.6 - Second Amendment to Credit Agreement,
dated as of March 6, 1998, by and among
Forest City Rental Properties
Corporation, the banks named therein,
KeyBank National Association, as
administrative agent, and National City
Bank, as syndication agent, incorporated
by reference to Exhibit 10.1 to the
Company's Form 8-K, dated March 6, 1998
(File No. 1-4372).
10.7 - Second Amendment to Guaranty of Payment
of Debt, dated as of March 6, 1998, by
and among Forest City Enterprises, Inc.,
the banks named therein, KeyBank
National Association, as administrative
agent, and National City Bank, as
syndication agent, incorporated by
reference to Exhibit 10.2 to the
Company's Form 8-K, dated March 6, 1998
(File No. 1-4372).
10.8 - Stock Purchase Agreement, dated May 7,
1997, between Forest City Enterprises,
Inc. and Richard Miller, Aaron Miller
and Gabrielle Miller, incorporated by
reference to Exhibit 10.34 to the
Company's Form 10-Q for the quarter
ended April 30, 1997 (File No. 1-4372).
10.9 - Letter Agreement, dated August 14, 1997,
adjusting the interest rate in the Stock
Purchase Agreement, dated May 7, 1997,
between Forest City Enterprises, Inc.
and Richard Miller, Aaron Miller and
Gabrielle Miller, incorporated by
reference to Exhibit 10.35 to the
Company's Form 10-Q for the quarter
ended July 31, 1997 (File No. 1-4372).
(ii) 10.10 - Supplemental Unfunded Deferred
Compensation Plan for Executives,
incorporated by reference to Exhibit
10.9 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.11 - Deferred Compensation Agreement between
Forest City Enterprises, Inc. and Thomas
G. Smith, dated December 27, 1995,
incorporated by reference to Exhibit
10.33 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.12 - 1994 Stock Option Plan, including forms
of Incentive Stock Option Agreement and
Nonqualified Stock Option Agreement,
incorporated by reference to Exhibit
10.10 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.13 - Employment Agreement entered into as of
September 25, 1989 by the Company and
Albert B. Ratner, incorporated by
reference to Exhibit 10.11 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
26
(ii) 10.14 - First Amendment to Employment Agreement
entered into as of December 6, 1996 by
the Company and Albert B. Ratner,
incorporated by reference to Exhibit
10.12 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(i) (ii) 10.15 - Employment Agreement entered into on
April 6, 1998, effective as of February
1, 1997, by the Company and Samuel H.
Miller.
(i) (ii) 10.16 - Employment Agreement entered into on
April 6, 1998, effective as of February
1, 1997, by the Company and Charles A.
Ratner.
(i) (ii) 10.17 - First Amendment to Employment Agreement
(dated April 6, 1998) entered into as of
April 24, 1998 by the Company and
Charles A. Ratner.
(ii) 10.18 - First Amendment to Employment Agreement
(dated December 6, 1996 and superseded
by Employment Agreement dated April 6,
1998) entered into as of December 6,
1996 by the Company and Charles A.
Ratner, incorporated by reference to
Exhibit 10.18 to the Company's Form 10-K
for the year ended January 31, 1997
(File No.1-4372).
(i) (ii) 10.19 - Employment Agreement entered into on
April 6, 1998, effective as of February
1, 1997, by the Company and James A.
Ratner.
(i) (ii) 10.20 - Employment Agreement entered into on
April 6, 1998, effective as of February
1, 1997, by the Company and Ronald A.
Ratner.
(ii) 10.21 - Employment Agreement entered into as of
September 25, 1989 by the Company and
Nathan P. Shafran, incorporated by
reference to Exhibit 10.14 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.22 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Deborah Ratner
Salzberg and Forest City Enterprises,
Inc., insuring the lives of Albert
Ratner and Audrey Ratner, dated June 26,
1996, incorporated by reference to
Exhibit 10.19 to the Company's Form 10-K
for the year ended January 31, 1997
(File No. 1-4372).
(ii) 10.23 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Brian J. Ratner and
Forest City Enterprises, Inc., insuring
the lives of Albert Ratner and Audrey
Ratner, dated June 26, 1996,
incorporated by reference to Exhibit
10.20 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.24 - Letter Supplement to Split Dollar
Insurance Agreement and Assignment of
Life Insurance Policy as Collateral
between Brian J. Ratner and Forest City
Enterprises, Inc., insuring the lives of
Albert Ratner and Audrey Ratner,
effective June 26, 1996, incorporated by
reference to Exhibit 10.21 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.25 - Letter Supplement to Split Dollar
Insurance Agreement and Assignment of
Life Insurance Policy as Collateral
between Deborah Ratner Salzberg and
Forest City Enterprises, Inc., insuring
the lives of Albert Ratner and Audrey
Ratner, effective June 26, 1996,
incorporated by reference to Exhibit
10.22 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
27
(ii) 10.26 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Charles
Ratner 1992 Irrevocable Trust Agreement
and Forest City Enterprises, Inc.,
insuring the lives of Charles Ratner and
Ilana Horowitz (Ratner), dated November
2, 1996, incorporated by reference to
Exhibit 10.23 to the Company's Form 10-K
for the year ended January 31, 1997
(File No. 1-4372).
(ii) 10.27 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Charles
Ratner 1989 Irrevocable Trust Agreement
and Forest City Enterprises, Inc.,
insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by
reference to Exhibit 10.24 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.28 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Max
Ratner 1988 Grandchildren's Trust
Agreement and Forest City Enterprises,
Inc., insuring the life of Charles
Ratner, dated October 24, 1996,
incorporated by reference to Exhibit
10.25 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.29 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Max
Ratner 1988 Grandchildren's Trust
Agreement and Forest City Enterprises,
Inc., insuring the life of Charles
Ratner, dated October 24, 1996,
incorporated by reference to Exhibit
10.26 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.30 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Max
Ratner 1988 Grandchildren's Trust
Agreement and Forest City Enterprises,
Inc., insuring the life of Charles
Ratner, dated October 24, 1996,
incorporated by reference to Exhibit
10.27 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.31 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Max
Ratner 1988 Grandchildren's Trust
Agreement and Forest City Enterprises,
Inc., insuring the life of Charles
Ratner, dated October 24, 1996,
incorporated by reference to Exhibit
10.28 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(ii) 10.32 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Charles
Ratner 1989 Irrevocable Trust Agreement
and Forest City Enterprises, Inc.,
insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by
reference to Exhibit 10.29 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.33 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Charles
Ratner 1989 Irrevocable Trust Agreement
and Forest City Enterprises, Inc.,
insuring the life of Charles Ratner,
dated October 24, 1996, incorporated
28
by reference to Exhibit 10.30 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.34 - Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as
Collateral between Albert B. Ratner and
James Ratner, Trustees under the Charles
Ratner 1989 Irrevocable Trust Agreement
and Forest City Enterprises, Inc.,
insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by
reference to Exhibit 10.31 to the
Company's Form 10-K for the year ended
January 31, 1997 (File No. 1-4372).
(ii) 10.35 - Letter Supplement to Split Dollar
Insurance Agreement and Assignment of
Life Insurance Policy as Collateral
between James Ratner and Albert Ratner,
Trustees under the Charles Ratner 1992
Irrevocable Trust Agreement and Forest
City Enterprises, Inc., insuring the
lives of Charles Ratner and Ilana
Ratner, effective November 2, 1996,
incorporated by reference to Exhibit
10.32 to the Company's Form 10-K for the
year ended January 31, 1997 (File No.
1-4372).
(i) 13 - 1997 Annual Report to Shareholders.
(i) 21 - Subsidiaries of the Registrant.
See page 20 of Form 10-K.
(i) 23(A)- Consent of Coopers & Lybrand, L.L.P.
regarding Form S-3 (Registration No.
333-22695).
(i) 23(B)- Consent of Coopers & Lybrand, L.L.P.
regarding Form S-3 (Registration No.
333-41437).
(i) 23(C)- Consent of Coopers & Lybrand, L.L.P.
regarding Form S-8 (Registration No.
33-65054).
(i) 23(D)- Consent of Coopers & Lybrand, L.L.P.
regarding Form S-8 (Registration No.
33-65058).
(i) 24 - Powers of attorney.
(i) 27 - Financial Data Schedules.
- ----------------------------
Note (i) - Filed herewith.
Note (ii) - Reflects management contracts or other compensatory
arrangements required to be filed as an exhibit pursuant to Item 14(c) of this
Form 10-K.