UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Forest City Realty Trust, Inc.
(Name of Issuer)
Class B Common Stock, $.01 par value per share
(Title of Class of Securities)
345605208
(CUSIP Number)
Mark R. Tepsich, Esq.
Terminal Tower, Suite 1600
50 Public Square
Cleveland, OH 44113
(216) 592-1321
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 1, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13D
| ||||
| CUSIP No. 345605208 | Page 2 of 59 Pages |
| (1) | Names of reporting persons
RMS, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
Ohio | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
17,377,085 (See Note 1) | ||||
| (8) | Shared voting power
13,500 (See Note 2) | |||||
| (9) | Sole dispositive power
12,887,108 (See Note 4) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
PN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 3 of 59 Pages |
| (1) | Names of reporting persons
Powell Partners, Limited | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
Ohio | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
13,500 | ||||
| (8) | Shared voting power
17,377,085 | |||||
| (9) | Sole dispositive power
13,500 (See Note 2) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
PN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 4 of 59 Pages |
| (1) | Names of reporting persons
Albert Ratner, Trustee of the Albert Ratner Trust Agreement dated August 17, 1985, as amended and restated | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
383,634 (See Note 5) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
PN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 5 of 59 Pages |
| (1) | Names of reporting persons
Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated (Co Trustees: Albert Ratner and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
1,000 (See Note 6) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
PN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 6 of 59 Pages |
| (1) | Names of reporting persons
David J. Ratner Trust Agreement dated May 4, 2008 (Co Trustees: David Ratner and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
1,580 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
PN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 7 of 59 Pages |
| (1) | Names of reporting persons
Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO David Ratner (Trustee: Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
158,984 (See Note 7) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
PN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 8 of 59 Pages |
| (1) | Names of reporting persons
Albert B. Ratner 1986 Grandchildren’s Trust Agreement dated December 29, 1986 FBO David Ratner (Co Trustees: James Ratner and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
388,634 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
PN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 9 of 59 Pages |
| (1) | Names of reporting persons
Albert B. Ratner 1986 Remainder Interest Trust Agreement dated December 29, 1986 (Co Trustees: Deborah Ratner Salzberg and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
200,000 (See Note 8) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
PN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 10 of 59 Pages |
| (1) | Names of reporting persons
Emily F. Ratner Revocable Trust Agreement dated August 15, 2007 (Co Trustees: Emily F. Ratner and Tawny Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
85,712 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
PN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 11 of 59 Pages |
| (1) | Names of reporting persons
Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Emily Ratner (Co Trustees: James Ratner and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
63,290 (See Note 9) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
PN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 12 of 59 Pages |
| (1) | Names of reporting persons
Deborah Ratner Salzberg Revocable Trust Agreement dated February 9, 1987, as amended and restated (Trustee: Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
378,000 (See Note 10) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 13 of 59 Pages |
| (1) | Names of reporting persons
Trust Agreement of Anna Salzberg dated September 30, 2009 (Co Trustees: Anna Salzberg and Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
5,040 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 14 of 59 Pages |
| (1) | Names of reporting persons
Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Anna Salzberg (Co Trustees: James Ratner and Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
33,834 (See Note 11) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 15 of 59 Pages |
| (1) | Names of reporting persons
Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Eric Salzberg (Co Trustees: James Ratner and Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
33,514 (See Note 12) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 16 of 59 Pages |
| (1) | Names of reporting persons
Jonathan Ratner | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
4,050 (See Note 13) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 17 of 59 Pages |
| (1) | Names of reporting persons
Jonathan Ratner 1992 Trust Agreement dated January 2, 1992 (Co Trustees: James Ratner and Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
183,277 (See Note 13.1) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 18 of 59 Pages |
| (1) | Names of reporting persons
Kevin Ratner | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
4,050 (See Note 14) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 19 of 59 Pages |
| (1) | Names of reporting persons
Kevin Ratner 1986 Trust Agreement dated December 18, 1986, as amended and restated (Co Trustees: Kevin Ratner and Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
183,277 (See Note 15) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 20 of 59 Pages |
| (1) | Names of reporting persons
Rachel Ratner 1988 Trust Agreement dated November 26, 1988 (Co Trustees: Rachel Ratner and Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
183,327 (See Note 16) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 21 of 59 Pages |
| (1) | Names of reporting persons
Max Ratner Family 1999 Irrevocable Trust Agreement dated December 28, 1999 FBO Adam Ratner (Co Trustees: Deborah Ratner Salzberg and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
73,080 (See Note 17) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 22 of 59 Pages |
| (1) | Names of reporting persons
Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner (Co Trustees: Charles Ratner and James Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
5,992 (See Note 18) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 23 of 59 Pages |
| (1) | Names of reporting persons
James Ratner Revocable Trust Agreement dated December 4, 1981, as amended and restated (Co Trustees: James Ratner and Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
556,833 (See Note 19) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 24 of 59 Pages |
| (1) | Names of reporting persons
James Ratner Trust Agreement dated December 5, 1983 FBO Austin Ratner (Co Trustees: Charles Ratner, Mark Ratner, Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
16,721 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 25 of 59 Pages |
| (1) | Names of reporting persons
Mark Ratner, Trustees of the Mark Ratner Revocable Trust Agreement dated September 10, 1983, as amended and restated | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
115,300 (See Note 20) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 26 of 59 Pages |
| (1) | Names of reporting persons
Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994 (Co Trustees: Charles Ratner and James Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
97,974 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 27 of 59 Pages |
| (1) | Names of reporting persons
Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner (Co Trustees: Albert Ratner and James Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
100,000 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 28 of 59 Pages |
| (1) | Names of reporting persons
Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner (Co Trustees: Charles Ratner, James Ratner and Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
55,350 (See Note 21) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 29 of 59 Pages |
| (1) | Names of reporting persons
Stacy Ratner 1994 Trust Agreement dated March 26, 1994, as amended and restated (Co Trustees: Charles Ratner and James Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
314,452 (See Note 22) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 30 of 59 Pages |
| (1) | Names of reporting persons
Ronald Ratner, Trustee of the Ronald Ratner Revocable Trust Agreement dated December 18, 1986, as amended and restated | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
150,000 (See Note 23) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
OO | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 31 of 59 Pages |
| (1) | Names of reporting persons
Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Matthew Ratner (Co Trustees: Albert Ratner and Charles Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
164,452 (See Note 24) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 32 of 59 Pages |
| (1) | Names of reporting persons
Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Sarah Ratner (Co Trustees: Albert Ratner and Charles Ratner) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
314,452 (See Note 25) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 33 of 59 Pages |
| (1) | Names of reporting persons
Tawny Ratner | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
2,700 (See Note 26) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 34 of 59 Pages |
| (1) | Names of reporting persons
Max Miller Revocable Trust (Co Trustees: Max Miller and Abraham Miller) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
16,701 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 35 of 59 Pages |
| (1) | Names of reporting persons
Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Max Miller (Trustee: Abraham Miller) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
55,589 (See Note 27) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 36 of 59 Pages |
| (1) | Names of reporting persons
Abraham Miller 2009 Irrevocable Trust Agreement dated December 28, 2009 (Co Trustees: Bruce Geier and Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
23,614 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 37 of 59 Pages |
| (1) | Names of reporting persons
Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Max Miller (Trustee: Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
29,797 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 38 of 59 Pages |
| (1) | Names of reporting persons
Trust Agreement of Jacob Andrew Miller dated March 12, 2010 (Co Trustees: Jacob Andrew Miller and Abraham Miller) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
16,701 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 39 of 59 Pages |
| (1) | Names of reporting persons
Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 5, 1989 FBO Jacob Miller (Trustee: Abraham Miller) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
55,589 (See Note 28) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 40 of 59 Pages |
| (1) | Names of reporting persons
Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Jacob Miller (Trustee: Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
29,797 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 41 of 59 Pages |
| (1) | Names of reporting persons
Gabrielle Miller Trust Agreement dated November 29, 1985, as amended and restated (Trustee: Richard Miller) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
46,946 (See Note 29) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 42 of 59 Pages |
| (1) | Names of reporting persons
Ruth Miller GST Exempt Trust Agreement dated July 5, 1985 FBO Gabrielle Miller (Trustee: Gabrielle Miller) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
7,693 (See Note 30) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 43 of 59 Pages |
| (1) | Names of reporting persons
Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Elena Miller (Co Trustee: Aaron Miller and Abraham Miller) | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
2,848 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 44 of 59 Pages |
| (1) | Names of reporting persons
Sam Miller, Trustee | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
278,718 (See Note 31) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
IN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 45 of 59 Pages |
| (1) | Names of reporting persons
The Berimore Company, P.L.L. | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
Ohio | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
525,157 (See Note 32) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,390,585 (See Note 3) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
92.4% | |||||
| (14) | Type of reporting person
PN | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 46 of 59 Pages |
Notes to Cover Page of Schedule 13D
This statement relates to the Class B Common Stock, $0.01 par value per share (the “Class B Common Stock”), of Forest City Realty Trust, Inc., a Maryland corporation and successor to Forest City Enterprises, Inc. pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934 (the “Company”). Pursuant to the Company’s amended and restated charter (the “Charter”), holders of shares of Class B Common Stock are entitled to convert, at any time and at their election, each share of Class B Common Stock into one share of the Company’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”). Although these conversion rights are subject to the provisions of the Shareholders Agreement described herein for Reporting Persons that are parties to that agreement, as a result of the conversion rights in the Company’s Charter, each reporting person may deemed to beneficially own a number of shares of Class A Common Stock equal to the number of beneficially owned shares of Class B Common Stock. Any additional shares of Class A Common Stock that are beneficially owned by a reporting person are described in the notes that follow.
| Note 1. | The reporting person has total voting power of 17,377,085 shares of Class B Common Stock which is distributed as follows: 12,887,108 RMS, Ltd. partnership units (“Units”), an Ohio limited partnership, which are exchangeable on a one-to-one basis for underlying shares of Class B Common Stock; 4,476,477 shares of Class B Common Stock attributable to the Shareholders (the “Shareholder(s)”) party to the Ratner, Miller and Shafran Shareholder’s Agreement dated December 20, 2013 which Shares are bound by the vote of RMS, Ltd. (the “Shareholder’s Agreement”) and shares voting power over the 13,5000 shares of Class B Common Stock held by Powell Partners, P.L.L. (“Powell”). | |
| Note 2. | RMS, Ltd. shares voting power of the 13,500 shares of Class B Common Stock held by Powell and Powell has sole dispositive power over the 13,500 shares of Class B Common Stock held by it. | |
| Note 3. | The reporting person disclaims beneficial ownership of all shares listed with the exception of the shares listed on Item No. 9. | |
| Note 4. | The reporting person has sole dispositive power over 12,887,108 shares of Class B Common Stock held by RMS, Ltd. partnership and subject to the agreements of the partnership. | |
| Note 5. | Albert Ratner, Trustee of the Albert Ratner Trust Agreement dated August 17, 1985, as amended and restated holds sole dispositive power over 383,634 shares of Class B Common Stock. In addition, Albert Ratner Trust Agreement dated August 17, 1985 beneficially owns 104,392 shares of Class A Common Stock. Audrey G. Ratner, wife of Albert Ratner, beneficially owns 36,000 shares of Class A Common Stock and 900 shares of Class B Common Stock. | |
| Note 6. | Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated holds sole dispositive power over 1,000 Shares. In addition, Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated beneficially owns 607,374 shares of Class A Common Stock. In addition, Brain Ratner, Trustee beneficially owns 61,192 shares of Class A Common stock options that are exercisable within the next 60 days. | |
| Note 7. | In addition, the trust beneficially owns 7,096 shares of Class A Common Stock. | |
| Note 8. | In addition, the trust beneficially owns 864,514 shares of Class A Common Stock. | |
| Note 9. | In addition, the trust beneficially owns 26,596 shares of Class A Common Stock. | |
| Note 10. | In addition, the trust beneficially owns 509,773 shares of Class A Common Stock. Michael Salzberg, Deborah’s husband, owns 55,790 .63 shares of Class A Common Stock. Deborah Ratner Salzberg also has a total of 61,547 shares of Class A stock options that are exercisable within the next 60 days. | |
| Note 11. | In addition, the trust beneficially owns 83,603 shares of Class A Common Stock. | |
| Note 12. | In addition, the trust beneficially owns 79,290 shares of Class A Common Stock. | |
| Note 13. | Jon Ratner also beneficially owns 14,039 shares of Class A Common Stock also has a total of 3,000 shares of Class A stock options that are exercisable within the next 60 days. | |
| Note 13.1 | In addition, the trust beneficially owns 15,413 shares of Class A Common Stock. | |
| Note 14. | In addition, Kevin Ratner beneficially owns 6,393 shares of Class A Common Stock. Kevin Ratner also has a total of 36,003 shares of Class A Common Stock options that are exercisable within the next 60 days. | |
| Note 15. | In addition, the trust beneficially owns 1,696 shares of Class A Common Stock. | |
| Note 16. | In addition, the trust beneficially owns 6,750 shares of Class A Common Stock. | |
| Note 17. | In addition, the trust beneficially owns 98,000 shares of Class A Common Stock. | |
| Note 18. | In addition, the trust beneficially owns 5,389 shares of Class A Common Stock. | |
| Note 19. | James Ratner beneficially owns a total of 283, 529 shares of Class A Common Stock. James Ratner’s wife, Susan Ratner, also beneficially owns 95, 694 shares of Class A Common Stock. James Ratner also has a total of 174,490 shares of Class A Common Stock options that are exercisable within the next 60 days. | |
| Note 20. | Mark Ratner, Trustee also beneficially owns 579,233 shares of Class A Common Stock. Mark Ratner, Trustee of the Nancy Ratner 2012 Irrevocable Trust Agreement dated December 24, 2012 FBO Mark Ratner beneficially owns 187,500 shares of Class A Common Stock. Nancy Ratner, wife of Mark Ratner also beneficially owns 60,300 shares of Class B Common Stock and 80,484 shares of Class A Common Stock. | |
13D
| ||||
| CUSIP No. 345605208 | Page 47 of 59 Pages |
| Note 21. | In addition, the trust beneficially owns 18,679 shares of Class A Common Stock. | |
| Note 22. | In addition, the trust beneficially owns 912 shares of Class A Common Stock. | |
| Note 23. | Ronald Ratner, Trustee beneficially owns 10,853 shares of Class A Common Stock. Ronald Ratner also beneficially owns a total of 174,490 shares of Class A Common Stock options that are exercisable within the next 60 days. Ronald Ratner, Trustee of the Deborah Ratner 2012 Irrevocable Trust Agreement dated December 26, 2012 FBO Ronald Ratner also beneficially owns 187,500 shares of Class A Common Stock. Deborah B. Ratner, Trustee, wife of Ronald Ratner, also beneficially owns 206,646 shares of Class A Common Stock. | |
| Note 24. | In addition, the trust beneficially owns 59,469 shares of Class A Common Stock. | |
| Note 25. | In addition, the trust beneficially owns 18,939 shares of Class A Common Stock. | |
| Note 26. | In addition, Tawny Ratner beneficially owns 17,144 shares of Class A Common Stock. | |
| Note 27. | In addition, the trust beneficially owns 18,134 shares of Class A Common Stock. | |
| Note 28. | In addition, the trust beneficially owns 27,134 shares of Class A Common Stock. | |
| Note 29. | In addition, the trust beneficially owns 157,992 shares of Class A Common Stock. | |
| Note 30. | In addition, the trust beneficially owns 4,192 shares of Class A Common Stock. | |
| Note 31. | In addition, Sam Miller, Trustee beneficially owns 660,523 shares of Class A Common Stock. | |
| Note 32. | In addition, Berimore beneficially owns 87,775 shares of Class A Common Stock. | |
13D
| ||||
| CUSIP No. 345605208 | Page 48 of 59 Pages |
This Amendment No. 6 (Amendment No. 6”) to Schedule 13D is being jointly filed by (i) RMS, Limited Partnership, an Ohio limited partnership (“RMS, Ltd. “), (ii) Powell Partners, Limited, an Ohio limited partnership (“Powell”) and (iii) the shareholders (“Shareholder(s)”) party to the Ratner, Miller and Shafran Shareholders Agreement (“Shareholders Agreement”) (collectively, the “ Reporting Persons “). This Amendment No. 6 amends the initial statement on Schedule 13D filed on November 17, 2006 (the “Original Schedule 13D”), the Amendment No. 2 to Schedule 13D filed on August 24, 2007 (“Amendment No. 2”), the Amendment No. 3 to Schedule 13D filed on September 28, 2012 (“Amendment No. 3”), the Amendment No. 4 to Schedule 13D filed on December 31, 2013 (“Amendment No. 4”) and the Amendment No. 5 to Schedule 13D filed on July 2, 2014 (“Amendment No. 5” and together with the Original Schedule 13D, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 6, the “Schedule 13D”).
In the aggregate, the Reporting Persons beneficially own 17,390,585 shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock “), representing 92.4% of the outstanding shares of Class B Common Stock of Forest City Realty Trust, Inc. (the “Company”).
This Amendment No. 6 is being filed primarily to report the exemption granted by the Company’s Board of Directors to the Reporting Persons, in their capacity as a “group,” in connection with the conversion of the Company into a real estate investment trust, as described under Item 6 herein.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This statement relates to the Class B Common Stock of the Forest City Realty Trust, Inc., a Maryland corporation and successor to Forest City Enterprises, Inc., pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934. The shares of Class B Common Stock owned by the Reporting Persons are convertible on a share-for-share basis into shares of Class A Common Stock, $0.01 par value per share (the “ Class A Common Stock “) of the Company. The Company’s principal executive offices are located at Terminal Tower, Suite 1100, 50 Public Square, Cleveland, Ohio 44113.
Item 5. Interest in Securities of the Issuer.
(a)-(c) Based on the 18,805,285 shares of Class B Common Stock outstanding as of December 31, 2015, RMS Ltd. may be deemed to beneficially own 12,887,108, or 68.53%, of the Issuer’s outstanding shares of Class B Common Stock. RMS Ltd. has the sole power to vote or direct the vote of 17,377,085 shares of Class B Common Stock that RMS Ltd. may be deemed to beneficially own and as a member of a group with the Shareholders subject to the Ratner, Miller and Shafran Shareholder’s Agreement. RMS, Ltd. has sole voting power along with 4,489,977 Shares of Class B Common Stock held by the Shareholders and subject to the Ratner, Miller and Shafran Shareholder’s Agreement. RMS, Ltd. together with the shares owned by each Shareholder subject to the Ratner, Miller and Shafran Shareholder’s Agreement, RMS, Ltd. retains the power to vote or direct the vote of 92.4% of the Issuer’s outstanding shares of Class B Common Stock. Powell Partners, Limited owns .07% of the issued and outstanding shares of Class B Common stock outstanding as of December 31, 2015.
The certain of the limited partners of RMS, Ltd. who received Class B Common Stock, now known as the Shareholders of the Ratner, Miller and Shafran Shareholders Agreement are restricted from voting and directing the vote; however, the Shares shall be voted and directed in the same manner as the RMS, Ltd. Partnership Agreement. Each Shareholder below subject to the Ratner, Miller and Shafran Shareholder’s Agreement has the sole or shared power to dispose of the number of Shares that it solely owns with no other individual. Some trustee’s or individual’s acting on behalf of the Shareholder’s share dispositive power while acting in concert with another Shareholder trustee or Shareholder individual on behalf of a Shareholder who is also subject to the Shareholder’s Agreement. Each Shareholder may dispose of its Shares subject to a right of first refusal from other of the certain Shareholders subject to the Shareholder’s Agreement.
Person | Shares Beneficially Owned | Percent of Outstanding Shares (1) | ||||||
1.) RMS, Ltd. | 12,887,108 | 68.53 | % | |||||
2.) Powell Partners, Ltd. | 13,500 | .07 | % | |||||
3.) Albert B. Ratner | 383,634 | 2.04 | % | |||||
4.) Brian Ratner | 1,000 | .01 | % | |||||
5.) David J. Ratner Trust Agreement dated May 4, 2008 | 1,580 | .01 | % | |||||
6.) Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO David Ratner | 158,984 | .85 | % | |||||
7.) Albert B. Ratner 1986 Grandchildren’s Trust Agreement dated December 29, 1986 FBO David Ratner | 388,634 | 2.07 | % | |||||
13D
| ||||
| CUSIP No. 345605208 | Page 49 of 59 Pages |
8.) Albert B. Ratner 1986 Remainder Interest Trust Agreement dated December 29, 1986 | 200,000 | 1.06 | % | |||||
9.) Emily F. Ratner Revocable Trust Agreement Dated August 15, 2007 | 85,712 | .46 | % | |||||
10.) Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 Emily Ratner | 63,290 | .34 | % | |||||
11.) Deborah Ratner Salzberg | 378,000 | 2.01 | % | |||||
12.) Trust Agreement of Anna Salzberg dated September 30, 2009 | 5,040 | .03 | % | |||||
13.) Albert B. Ratner 1989 Grandchildren’s Trust Agreement Dated June 12, 1989 FBO Anna Salzberg | 33,834 | .18 | % | |||||
14.) Albert B. Ratner 1989 Grandchildren’s Trust Agreement Dated June 12, 1989 FBO Eric Salzberg | 33,514 | .19 | ||||||
15.) Jonathan Ratner | 4,050 | .02 | % | |||||
16.) Jonathan Ratner 1992 Trust Agreement Dated January 2, 1992 | 183,277 | .97 | % | |||||
17.) Kevin Ratner | 4,050 | .02 | % | |||||
18.) Kevin Ratner 1986 Trust Agreement dated December 18, 1986 | 183,277 | .97 | % | |||||
19.) Rachel Ratner 1988 Trust Agreement dated November 26, 1988 | 183,327 | .96 | % | |||||
20.) Max Ratner Family 1999 Irrevocable Trust Agreement Dated December 28, 1999 FBO Adam Ratner | 73,080 | .39 | % | |||||
21.) Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner | 5,992 | .03 | % | |||||
22.) James Ratner Revocable Trust Agreement dated December 4, 1981 | 556,833 | 3.01 | % | |||||
23.) James Ratner Trust Agreement dated December 5, 1983 FBO Austin Ratner | 16,721 | .09 | % | |||||
24.) Mark Ratner Revocable Trust Agreement dated September 10, 1983 | 115,300 | .61 | % | |||||
25.) Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994 | 97,974 | .52 | % | |||||
26.) Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner | 100,000 | .53 | % | |||||
27.) Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner | 55,350 | .29 | % | |||||
28.) Stacy Ratner 1994 Trust Agreement dated March 26, 1994 | 314,452 | 1.67 | % | |||||
29.) Ronald Ratner | 150,000 | .8 | % | |||||
30.) Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Matthew Ratner | 164,452 | .87 | % | |||||
31.) Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Sarah Ratner | 314,452 | 1.67 | % | |||||
32.) Tawny Ratner | 2,700 | .01 | % | |||||
33.) Max Miller Revocable Trust | 16,701 | .09 | % | |||||
34.) Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Max Miller | 55,589 | .3 | % | |||||
35.) Abraham Miller 2009 Irrevocable Trust Agreement dated December 28, 2009 | 23,614 | .13 | % |
13D
| ||||
| CUSIP No. 345605208 | Page 50 of 59 Pages |
36.) Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Max Miller | 29,797 | .16 | % | |||||
37.) Trust Agreement of Jacob Andrew Miller dated March 12, 2010 | 16,701 | .09 | % | |||||
38.) Ruth Miller 1989 Grandchildren’s Trust Agreement Dated December 5, 1989 FBO Jacob Miller | 55,589 | .3 | % | |||||
39.) Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Jacob Miller | 29,797 | .16 | % | |||||
40.) Gabrielle Miller Trust Agreement dated November 29, 1985 | 46,946 | .25 | % | |||||
41.) Ruth Miller GST Exempt Trust Agreement dated July 5, 1985 FBO Gabrielle Miller | 7,693 | .04 | % | |||||
42.) Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Elena Miller | 2,848 | .02 | % | |||||
43.) Sam Miller | 278,718 | 1.48 | % | |||||
44.) The Berimore Company, P.L.L. | 525,157 | 2.79 | % |
| (1) | Based on total of 18,805,285 shares of Class B Common Stock outstanding as of December 31, 2015. |
| (d) | Not applicable. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended to add the following:
In connection with the Company’s REIT Conversion, effective January 1, 2016, the Board of Directors of the Company granted an exemption to the Reporting Persons, solely in their capacity as a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the stock ownership limitations contained in the Company’s Charter. This exemption was necessary because the ownership limitations in the Charter apply to each “person,” and the Charter defines “person” to include a “group” within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person, individually and in any other capacity, remains subject to the stock ownership limitations. In connection with this exemption, the Reporting Persons made certain representations, warranties and covenants to the Company relating to their individual ownership and other compliance with the Charter provisions.
Item 7. Material to Be Filed as Exhibits.
Exhibit 99.1—Voting Agreement, dated November 8, 2006, by and among Forest City Enterprises, Inc., RMS, Limited Partnership, Powell Partners, Limited, Joseph M. Shafran and Bruce C. Ratner (incorporated by reference to Exhibit 99.1 to the Original Schedule 13D.)
Exhibit 99.2—Joint Filing Agreement, dated December 23, 2013, by and among RMS, Limited Partnership, Powell Partners, Limited and the Shareholders of the Ratner, Miller and Shafran Shareholders Agreement (incorporated by reference to Exhibit 99.2 to Amendment No. 5).
Exhibit 99.3—The Ratner, Miller and Shafran Shareholders Agreement dated December 20, 2013 (incorporated by reference to Exhibit 99.3 to Amendment No. 5).
13D
| ||||
| CUSIP No. 345605208 | Page 51 of 59 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| January 8, 2016 |
| RMS, Limited Partnership, an Ohio limited partnership |
/s/ Joan K. Shafran |
| Joan K. Shafran, a general partner |
/s/ Abraham Miller |
| Abraham Miller, a general partner |
/s/ Sam Miller |
| Sam Miller, Trustee, a general partner |
/s/ Charles A. Ratner |
| Charles A. Ratner, a general partner |
/s/ Ronald A. Ratner |
| Ronald A. Ratner, a general partner |
/s/ Deborah Ratner Salzberg |
| Deborah Ratner Salzberg, a general partner |
/s/ Brian Ratner |
| Brian Ratner, a general partner |
| Powell Partners, Limited, an Ohio limited liability company |
/s/ Joseph M. Shafran |
| Joseph M. Shafran, Trustee, a member |
/s/ Joan K. Shafran |
| Joan K. Shafran, a member |
/s/ Paula Shafran Krulak |
| Paula Shafran Krulak, a member |
| Shareholder’s |
| Albert Ratner Trust Agreement dated August 17, 1985, as amended and restated |
| Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Daniel G. Ratner |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Matthew Ratner |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Sarah Ratner |
| Mark Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Daniel E. Ratner |
| Mark Ratner 1989 Irrevocable Trust Agreement dated May 9, 1989 FBO Daniel E. Ratner |
13D
| ||||
| CUSIP No. 345605208 | Page 52 of 59 Pages |
| Signing as Trustee of the above Trusts: |
/s/ Albert Ratner |
| Albert Ratner, Trustee, a shareholder |
| Deborah Ratner Salzberg Revocable Trust Agreement dated February 9, 1987, as amended and restated |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Anna Salzberg |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Eric Salzberg |
| Trust Agreement of Anna Salzberg dated September 30, 2009 |
| Max Ratner Family 1999 Irrevocable Trust Agreement dated December 28, 1999 FBO Adam Ratner |
| Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Max Miller |
| Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Jacob Miller |
| Signing as Trustee of the above Trusts: |
/s/ Deborah Ratner Salzberg |
| Deborah Ratner Salzberg, Trustee, a shareholder |
| Emily F. Ratner Revocable Trust Agreement dated August 15, 2007 |
/s/ Emily Ratner |
| Emily Ratner, Co-Trustee, a shareholder |
/s/ Tawny Ratner |
| Tawny Ratner, Co-Trustee, a shareholder |
| Trust Agreement of Anna Salzberg dated September 30, 2009 |
/s/ Anna Salzberg |
| Anna Salzberg, Trustee, a shareholder |
| Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated |
| Albert B. Ratner 1986 Grandchildren’s Trust Agreement dated December 29, 1986 FBO David Ratner |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO David Ratner |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Emily Ratner |
| David J. Ratner Trust Agreement dated May 4, 2008 |
| Max Ratner Family 1999 Irrevocable Trust Agreement dated December 28, 1999 FBO Adam Ratner |
| Signing as Trustee of the above Trusts: |
/s/ Brian Ratner |
| Brian Ratner, Trustee, a shareholder |
| David J. Ratner Trust Agreement dated May 4, 2008 |
/s/ David J. Ratner |
| David J. Ratner, Trustee, a shareholder |
13D
| ||||
| CUSIP No. 345605208 | Page 53 of 59 Pages |
| Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Matthew Ratner |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Sarah Ratner |
| Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner |
| Stacy Ratner 1994 Trust Agreement dated March 26, 1994, as amended and restated |
| Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994 |
| James Ratner Trust Agreement dated December 5, 1983 FBO Austin G. Ratner |
| Daniel G. Ratner Revocable Trust Agreement dated July 29, 1993, as amended and restated |
| Signing as Trustee of the above Trusts: |
/s/ Charles A. Ratner |
| Charles A. Ratner, Trustee, a shareholder |
| Kevin Ratner 1986 Trust Agreement dated December 18, 1986, as amended and restated |
/s/ Kevin Ratner |
| Kevin Ratner, Trustee, a shareholder |
| Rachel Ratner 1988 Trust Agreement dated November 26, 1988 |
/s/ Rachel Ratner |
| Rachel Ratner, Trustee, a shareholder |
| Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner |
| Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Sarah Ratner |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner |
| Stacy Ratner 1994 Trust Agreement dated March 26, 1994, as amended and restated |
| Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994 |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO David Ratner |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Emily Ratner |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Anna Salzberg |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Eric Salzberg |
| Signing as Trustee of the above Trusts: |
/s/ James Ratner |
| James Ratner, Trustee, a shareholder |
| Austin G. Ratner 1992 Trust Agreement dated January 5, 1992, as amended and restated |
/s/ Austin G. Ratner |
| Austin G. Ratner, Trustee, a shareholder |
13D
| ||||
| CUSIP No. 345605208 | Page 54 of 59 Pages |
| Daniel G. Ratner Revocable Trust Agreement dated July 29, 1993 |
/s/ Daniel G. Ratner |
| Daniel G. Ratner, Trustee, a shareholder |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Daniel G. Ratner |
| Kevin Ratner 1986 Trust Agreement dated December 18, 1986, as amended and restated |
| Rachel Ratner 1988 Trust Agreement dated November 26, 1988 |
| Jonathan Ratner 1992 Trust Agreement dated January 2, 1992 |
| Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner |
| James Ratner Revocable Trust Agreement dated December 4, 1981, as amended and restated |
| James Ratner Trust Agreement dated December 5, 1983 FBO Austin G. Ratner |
| Signing as Trustee of the above Trusts: |
/s/ Ronald A. Ratner |
| Ronald A. Ratner, Trustee, a shareholder |
/s/ Sam Miller |
| Sam Miller, Trustee, a shareholder |
| Trust Agreement of Jacob Andrew Miller dated March 12, 2010 |
| Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 5, 1989 FBO Jacob Miller |
| Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Max Miller |
| Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Elena Miller |
| Ruth Miller 1995 Irrevocable Trust Agreement dated December 28, 1995 FBO Elena Miller |
| Signing as Trustee of the above Trusts: |
/s/ Abraham Miller |
| Abraham Miller, Trustee, a shareholder |
| Trust Agreement of Jacob Andrew Miller dated March 12, 2010 |
/s/ Jacob Miller |
| Jacob Miller, Trustee, a shareholder |
/s/ Max Miller |
| Max Miller, a shareholder |
| Gabrielle Miller Trust Agreement dated November 29, 1985, as amended and restated |
| Ruth Miller GST Exempt Trust Agreement dated July 5, 1985 FBO Gabrielle Miller |
| Ruth Miller 1995 Irrevocable Trust Agreement dated December 28, 1995 FBO Elena Miller |
| Signing as Trustee of the above Trusts: |
/s/ Gabrielle Miller |
| Gabrielle Miller, Trustee, a shareholder |
| Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Elena Miller |
13D
| ||||
| CUSIP No. 345605208 | Page 55 of 59 Pages |
/s/ Aaron Miller |
| Aaron Miller, Trustee, a shareholder |
| Abraham Miller 2009 Irrevocable Trust Agreement dated December 28, 2009 |
/s/ Bruce Geier |
| Bruce Geier, Trustee, a shareholder |
| The Berimore Company, P.L.L. |
/s/ Joan K. Shafran |
| Joan K. Shafran, its Executive Managing Partner, a shareholder |
SCHEDULE 1
GENERAL PARTNERS OF
RMS, LIMITED PARTNERSHIP
Listed below are the names and principal occupations of each of the general partners of RMS, Limited Partnership. Each partner’s business address is 50 Public Square, Suite 1600, Cleveland, Ohio 44113.
General Partners | Principal Occupation | |
| Samuel L. Miller, Trustee | Co-Chairman Emeritus of Forest City Realty Trust, Inc. | |
| Abraham Miller | President of Barb’s Graffiti, Inc. | |
| Brian J. Ratner | Executive Vice President of Forest City Realty Trust, Inc. | |
| Charles A. Ratner | Chairman of the Board of Forest City Realty Trust, Inc. | |
| Deborah Ratner-Salzberg | Executive Vice President of Forest City Realty Trust, Inc. | |
| Ronald A. Ratner | Executive Vice President – Development of Forest City Realty Trust, Inc. | |
| Joan K. Shafran | Chief Operating Officer, Powell Partners, Limited and Executive Managing Partner, The Berimore Co. | |
SCHEDULE 2
MEMBERS OF
POWELL PARTNERS, LIMITED
Listed below are the names and principal occupations of each of the Powell Partners, Limited. Each member’s business address is 2720 Van Aken Blvd., Suite 200, Cleveland, OH 44120.
Members | Principal Occupation | |
| Joseph M. Shafran | President of Paran Management, Ltd. | |
| Joan K. Shafran | Chief Operating Officer, Powell Partners, Limited and Executive Managing Partner, The Berimore Co. | |
| Paula Shafran Krulak | Private Investor | |
SCHEDULE 3
SHAREHOLDERS
Listed below are the names and principal occupations of each of the Shareholders. Each Shareholder’s business address is 50 Public Square, Suite 1600, Cleveland, OH 44113.
Members | Principal Occupation | |
| Samuel L. Miller, Trustee | Co-Chairman Emeritus of Forest City Realty Trust, Inc. | |
| Abraham Miller | President of Barb’s Graffiti, Inc. | |
| Brian J. Ratner | Executive Vice President of Forest City Realty Trust, Inc. | |
| Charles A. Ratner | Chairman of the Board of Forest City Realty Trust, Inc. | |
| James Ratner, Trustee | Executive Vice President - Development of Forest City Realty Trust, Inc. | |
| Deborah Ratner-Salzberg | Executive Vice President of Forest City Realty Trust, Inc. | |
| Ronald A. Ratner | Executive Vice President - Development of Forest City Realty Trust, Inc. | |
| Joan K. Shafran | Chief Operating Officer, Powell Partners, Limited and Executive Managing Partner, The Berimore Co. | |
| Albert B. Ratner, Trustee | Co-Chairman Emeritus of Forest City Realty Trust, Inc. | |
| David J. Ratner, Trustee | Private Investor | |
| Emily Ratner, Trustee | Attorney | |
| Tawny Ratner, Trustee | Private Investor | |
| Anna Salzberg, Trustee | Teacher | |
| Kevin Ratner, Trustee | President of Forest City Residential West, Inc. | |
| Rachel Ratner, Trustee | Private Investor | |
| Austin Ratner, Trustee | Author | |
| Mark Ratner, Trustee | Professor at Northwestern University | |
| Daniel G. Ratner, Trustee | Private Investor | |
| Bruce Geier, Trustee | Chief Operating Officer, RMS Investment Group, LLC | |
| Jacob Andrew Miller, Trustee | Private Investor | |
| Max Miller | Private Investor | |
| Richard Miller, Trustee | Private Investor | |
| Gabrielle Miller, Trustee | Private Investor | |
| Aaron Miller, Trustee | Middle East Policy Scholar at the Woodrow Wilson Center, Washington, D.C. | |
| Albert Ratner Trust Agreement dated August 17, 1985, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO David Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Emily F. Ratner Revocable Trust Agreement dated August 15, 2007 | The trust holds, manages and invests assets for its beneficiary. | |
| Albert B. Ratner 1986 Grandchildren’s Trust Agreement dated December 29, 1986 FBO David Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| David J. Ratner Trust Agreement dated May 4, 2008 | The trust holds, manages and invests assets for its beneficiary. | |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Emily Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Deborah Ratner Salzberg Revocable Trust Agreement dated February 9, 1987, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Anna Salzberg Trust Agreement dated September 30, 2009 | The trust holds, manages and invests assets for its beneficiary. | |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Anna Salzberg | The trust holds, manages and invests assets for its beneficiary. | |
| Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Eric Salzberg | The trust holds, manages and invests assets for its beneficiary. | |
| Kevin Ratner 1986 Trust Agreement dated December 18, 1986, as amended and | The trust holds, manages and invests assets for its beneficiary. | |
| Rachel Ratner 1988 Trust Agreement dated November 26, 1988 | The trust holds, manages and invests assets for its beneficiary. | |
| Jonathan Ratner 1992 Trust Agreement dated January 2, 1992 | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner Family 1999 Irrevocable Trust Agreement dated December 28, 1999 FBO Adam Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Austin G. Ratner 1992 Trust Agreement dated January 5, 1992, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| James Ratner Trust Agreement dated December 5, 1983 FBO Austin Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Daniel G. Ratner Revocable Trust Agreement dated July 29, 1993, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Daniel G. Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994 | The trust holds, manages and invests assets for its beneficiary. | |
| Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Mark Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Daniel E. Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Stacy Ratner 1994 Trust Agreement dated March 26, 1994, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Matthew Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Sarah Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| The Sam Miller Trust | The trust holds, manages and invests assets for its beneficiary. | |
| Abraham Miller 2009 Irrevocable Trust Agreement dated December 28, 2009 | The trust holds, manages and invests assets for its beneficiary. | |
| Jacob Andrew Miller Trust Agreement dated March 12, 2010 | The trust holds, manages and invests assets for its beneficiary. | |
| Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 5, 1989 FBO Jacob Miller | The trust holds, manages and invests assets for its beneficiary. | |
| Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Max Miller | The trust holds, manages and invests assets for its beneficiary. | |
| Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Max Miller | The trust holds, manages and invests assets for its beneficiary. | |
| Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Jacob Miller | The trust holds, manages and invests assets for its beneficiary. | |
| Gabrielle Miller Trust Agreement dated November 29, 1985, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Ruth Miller GST Exempt Trust Agreement dated July 5, 1985 FBO Gabrielle Miller | The trust holds, manages and invests assets for its beneficiary. | |
| Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Elena Miller | The trust holds, manages and invests assets for its beneficiary. | |
Ruth Miller 1995 Irrevocable Trust Agreement dated December 28, 1995 FBO Elena Miller | The trust holds, manages and invests assets for its beneficiary. | |
