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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Forest City Enterprises Inc. CL A
(Name of Issuer)
Class A Common Stock ($0.33 1/3 par value)
(Title of Class of Securities)
345550107
(CUSIP Number)
(Holdings as of September 30, 2013)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] | Rule 13d-1(b) |
[ ] | Rule 13d-1(c) |
[ ] | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
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| 1. | Names of Reporting Persons. | ||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
(a) | ||||
(b) | ||||
3. | SEC Use Only | |||
4. | Citizenship or Place of Organization: Third Avenue Management LLC is a Limited Liability Company organized under the laws of the State of Delaware. | |||
Number of | ||||
5. | Sole Voting Power: 7,122,400 | |||
6. | Shared Voting Power: 0 | |||
7. | Sole Dispositive Power: 7,125,350 | |||
8. | Shared Dispositive Power: 0 | |||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,125,350 | |||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||
11. | Percent of Class Represented by Amount in Row (9): 3.97% | |||
12. | Type of Reporting Person (See Instructions): IA | |||
Item 1. | |||
(a) | Name of Issuer: Forest City Enterprises Inc. CL A | ||
(b) | Address of Issuer's Principal Executive: Terminal Tower, 50 Public Square, Suite 1100, Cleveland, OH 44113 | ||
Item 2. | |||
(a) | Name of Person Filing: Third Avenue Management LLC ("TAM"). | ||
(b) | Address of Principal Business Office or, if none, Residence: | ||
(c) | Citizenship: United States of America. | ||
(d) | Title of Class of Securities: Class A Common Stock ($0.33 1/3 Par Value) | ||
(e) | CUSIP Number: 345550107 | ||
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
(a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
(b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
(c) | [ ] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
(d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
(e) | [X] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
(f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
(g) | [ ] | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
(h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
Item 4. | Ownership. | ||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
(a) | Amount beneficially owned: 7,125,350 | ||
(b) | Percent of class: 3.97% | ||
(c) | Number of shares as to which the person has: | ||
(i) | Sole power to vote or to direct the vote: 7,122,400 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 7,125,350 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 | ||
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Item 5. | Ownership of Five Percent or Less of a Class | ||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X ]. | |||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
AIC Corporate Fund Inc., a mutual fund corporation formed by Articles of Incorporation under the laws of Ontario, has the right to receive dividends from, and the proceeds from the sale of, 64,067 of the shares reported by TAM, Transamerica Third Avenue Value, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 539,836 of the shares reported by TAM, Third Avenue Real Estate Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 5,846,798 of the shares reported by TAM, Third Avenue Real Estate Value Fund UCITS, an umbrella open-ended investment company authorized by the Irish Financial Services Regulatory Authority under the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, has the right to receive dividends from, and the proceeds from the sale of, 14,950 of the shares reported by TAM, Third Avenue Value Fund UCITS, an umbrella open-ended investment company authorized by the Irish Financial Services Regulatory Authority under the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, has the right to receive dividends from, and the proceeds from the sale of, 28,517 of the shares reported by TAM, Touchstone Variable Series Trust-Touchstone Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 15,604 of the shares reported by TAM, Whitman High Conviction Fund, a private fund for which TAM acts as investment advisor, has the right to receive dividends from, and the proceeds from the sale of, 273,328 of the shares reported by TAM, and various separately managed accounts for whom TAM acts as investment advisor have the right to receive dividends from, and the proceeds of the sale of, 342,250 of the shares reported by TAM. | |||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | ||
Not applicable. | |||
Item 8. | Identification and Classification of Members of the Group | ||
Not applicable. | |||
Item 9. | Notice of Dissolution of Group | ||
Not applicable. | |||
Item 10. | Certification | ||
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SIGNATURE
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.
October 10, 2013 W. James Hall General Counsel |
