UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 19, 2012
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Forest City Enterprises, Inc.
(Exact name of registrant as specified in its charter)
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Ohio (State or other jurisdiction of incorporation or organization) | 1-4372 (Commission File Number) | 34-0863886 (I.R.S. Employer Identification No.) | ||
Terminal Tower, 50 Public Square Suite 1100, Cleveland, Ohio | 44113 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant's telephone number, including area code: 216-621-6060 | ||||
Not Applicable | ||||
(Former Name or Former Address, if Changed Since Last Report) | ||||
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02. Unregistered Sales of Equity Securities.
On October 19, 2012, Forest City Enterprises, Inc. (the “Company”) completed an exchange of $133,723,550 in aggregate amount of liquidation preference, or 2,674,471 shares, of the Company's outstanding Series A Cumulative Perpetual Convertible Preferred Stock (the “Preferred Stock”) for 8,844,204 shares of the Company's Class A common stock, par value $0.33 1/3 per share (the “Class A Common Stock”), a cash payment of $13,880,504 for additional exchange consideration, including dividends that would have been payable on December 15, 2012 and March 15, 2013, and cash in lieu of fractional shares. The exchange transaction was made pursuant to separate, privately negotiated exchange agreements with certain holders of the Preferred Stock. The Company previously announced the exchange transaction on a Form 8-K filed with the Securities and Exchange Commission on October 16, 2012.
The Company issued the Class A Common Stock in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. Shares of the Company's Class A Common Stock issuable upon the exchange of the Convertible Senior Notes have been listed on the New York Stock Exchange.
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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. | |||
Date: | October 22, 2012 | By: | /s/ ROBERT G. O'BRIEN |
Name: | Robert G. O’Brien | ||
Title: | Executive Vice President and | ||
Chief Financial Officer | |||