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EX-3.1 - EXHIBIT - FOREST CITY ENTERPRISES INCexhibit31-amendment.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
Form 8-K
_____________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 13 , 2014
_____________________________________________________________
Forest City Enterprises, Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________________________

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)
_____________________________________________________________


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 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)     Effective February 13, 2014, the Board of Directors (“Board”) of Forest City Enterprises, Inc. (“Company”), amended Article I, Section 1 of the Company’s Code of Regulations to provide additional flexibility to the Board of Directors to set a time and date for annual meetings of shareholders unrestricted by a requirement that the annual meeting be held in June each year.

Item 9.01 - Financial Statements and Exhibits.

(d)
Exhibits

Exhibit No.
Description
3.1
Amendment to Article I, Section 1 of the Forest City Enterprises, Inc. Code of Regulations





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:
February 18, 2014
By:
/s/ ROBERT G. O'BRIEN
 
 
Name:
Robert G. O’Brien
 
 
Title:
Executive Vice President and Chief Financial Officer
 
 
 
 





EXHIBIT INDEX

Exhibit No.
Description
3.1
Amendment to Article I, Section 1 of the Forest City Enterprises, Inc. Code of Regulations