UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 2
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended January 31, 2010
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-4372
FOREST CITY ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
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| Ohio
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34-0863886 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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| Terminal Tower
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50 Public Square |
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| Suite 1100
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Cleveland, Ohio
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44113 |
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| (Address of principal executive offices) |
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(Zip Code) |
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| Registrant’s telephone number, including area code 216-621-6060 |
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class
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Name of each exchange on
which registered |
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| Class A Common Stock ($.33 1/3 par value)
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New York Stock Exchange |
| Class B Common Stock ($.33 1/3 par value)
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New York Stock Exchange |
| $100,000,000 Aggregate Principal Amount of 7.375% Senior Notes
Due 2034
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. YES þ NO o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. YES o NO þ
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 þ NO o
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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act: (Check one):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller Reporting Company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES o NO þ
The aggregate market value of the outstanding common equity held by non-affiliates as of the last
business day of the registrant’s most recently completed second fiscal quarter was $874,712,205.
The number of shares of registrant’s common stock outstanding on September 15, 2010 was 135,691,272
and 21,387,470 for Class A and Class B common stock, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders held on June 16, 2010
are incorporated by reference into Part III of the Annual Report on Form 10-K for the fiscal year
ended January 31, 2010.
Explanatory Paragraph
On March 30, 2010, Forest City Enterprises, Inc. (the “Company”) filed, with the Securities and
Exchange Commission (the “SEC”), its Annual Report on Form 10-K for the fiscal year ended January
31, 2010 (the “Report”), as amended on Form 10-K/A filed April 28, 2010. As disclosed in the
Report, the Company has two equity method investments that met the conditions of a significant
subsidiary under Rule 1-02(w) of Regulation S-X as of January 31, 2010.
Amendment No. 2 to the Report is being filed solely to include the separate financial statements of
Nets Sports and Entertainment, LLC (“NSE”) as provided in Exhibit 99.1 attached hereto. In
connection with the filing of this Amendment No. 2 to the Report and pursuant to Rule 12b-15 of the
Securities Exchange Act of 1934, as amended, the currently dated certifications of the principal
executive officer and principal financial officer of the Company are attached as exhibits hereto.
Item 15 is the only portion of the Report being supplemented or amended by this Form 10-K/A. Except
as described above, this Form 10-K/A does not amend, update or change the financial statements or
any other items or disclosures contained in the Report and does not otherwise reflect events
occurring after the original filing date of the Report. Accordingly, this Form 10-K/A should be
read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Report.
Part IV
Item 15. Exhibits and Financial Schedules
Item 15 of the Report filed on March 30, 2010, is amended by the addition of the following
exhibits:
Exhibits
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Description of Document |
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Consent of PricewaterhouseCoopers LLP. |
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31.1
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Principal Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2
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Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
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99.1
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Nets Sports and Entertainment, LLC and Subsidiaries Consolidated Balance Sheets at June 30,
2010 and 2009, and Consolidated Statements of Operations, Consolidated Statements of Members’
Equity (Deficit), and Consolidated Statements of Cash Flows for the fiscal years ended June
30, 2010, 2009 and 2008, including the Notes thereto. |