1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended January 31, 2000
------------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
---------------------- ------------------------
Commission file number 1-4372
FOREST CITY ENTERPRISES, INC.
-------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0863886
- --------------------------------------- ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
Terminal Tower 50 Public Square
Suite 1100 Cleveland, Ohio 44113
- --------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 216-621-6060
------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- --------------------------------------------------------------------------------
Class A Common Stock ($.33 1/3 par value) New York Stock Exchange
Class B Common Stock ($.33 1/3 par value) New York Stock Exchange
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 X NO ___
---
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. [ ]
On March 1, 2000 the aggregate market value of the voting stock held by
non-affiliates of the registrant amounted to $352,905,871 and $85,244,009 for
Class A and Class B common stock, respectively.
The number of shares of registrant's common stock outstanding on March 1, 2000
was 19,372,406 and 10,659,096 for Class A and Class B common stock,
respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the fiscal year
ended January 31, 2000 (1999 Annual Report to Shareholders) are incorporated by
reference into Parts I and II of this Form 10-K. Portions of the Proxy Statement
for the Annual Meeting of Shareholders to be held June 7, 2000 are incorporated
by reference into Part III of this Form 10-K.
2
FOREST CITY ENTERPRISES, INC.
ANNUAL REPORT ON FORM 10-K
JANUARY 31, 2000
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business 2
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 6
Item 4A. Executive Officers of the Registrant 6
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 8
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 8
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure 12
PART III
Item 10. Directors and Executive Officers of the Registrant 13
Item 11. Executive Compensation 13
Item 12. Security Ownership of Certain Beneficial Owners and Management 13
Item 13. Certain Relationships and Related Transactions 13
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 14
Signatures 25
1
3
PART I
Item 1. Business
- ----------------
Founded 80 years ago and publicly traded since 1960, Forest City
Enterprises, Inc. (with its Subsidiaries, the "Company" or "Forest City") owns,
develops, acquires and manages commercial and residential real estate projects
in 21 states and the District of Columbia. At January 31, 2000, the Company had
$3.8 billion in consolidated assets, of which approximately $3.4 billion was
invested in real estate, at cost.
The Company is organized into four principal business groups:
* The Commercial Group, which develops, owns, acquires and
operates shopping centers, office buildings and mixed-use
projects including hotels.
* The Residential Group, which develops, acquires, owns and
operates the Company's multi-family properties.
* The Land Group, which owns and develops raw land into master
planned communities and other residential developments for
resale.
* The Lumber Trading Group, which operates the Company's lumber
wholesaling business.
Each group operates autonomously and both the Commercial Group and the
Residential Group have separate development, acquisition, leasing, property and
financial management functions. As a result, each of these groups is able to
perform all of the tasks necessary to develop and maintain a property from
selecting a project site to financing the project to managing the completed
project. The Company's "Corporate" Activities relate to general corporate items.
Commercial Group
- ----------------
The Company has developed retail projects for more than 50 years and
office, mixed-use and hotel projects for more than 30 years. Today, the
Commercial Group owns a diverse portfolio in both urban and suburban locations
in 12 states. The Commercial Group targets densely populated locations where it
uses its expertise to develop complex projects, often employing public/private
partnerships. As of January 31, 2000, the Commercial Group owned interests in 69
completed projects, including 38 retail properties, 24 office properties and
seven hotels.
The Company opened its first strip shopping center in 1948, and its first
enclosed regional mall in 1962. Since then, it has developed urban retail
centers, entertainment based centers, community centers and power centers
focused on "big box" retailing (collectively, "Specialty Retail Centers"), as
well as regional malls. As of January 31, 2000, the Commercial Group's existing
shopping center portfolio consisted of 13 regional malls with a total Gross
Leasable Area (GLA) of 4.0 million square feet and 25 Specialty Retail Centers
with a total GLA of 4.5 million square feet.
Malls are generally developed in collaboration with anchor stores that
usually own their own facilities as integral parts of the mall structure and
environment and which do not generate significant direct payments to the
Company. In contrast, anchor stores at specialty retail and power centers
generally are tenants under long-term leases which contribute significant rental
payments to the Company.
2
4
Item 1. Business (continued)
- ----------------------------
While the Company continues to develop regional malls in strong markets,
the Company recently has pioneered the concept of bringing "big box" retailing
to urban locations previously ignored by major retailers. With high population
densities and disposable income levels at or near those of the suburbs, urban
development is proving to be economically advantageous for the Company, for the
tenants who realize high sales per square foot and for the cities, which benefit
from the new jobs created in the urban locations.
At January 31, 2000, the Company's operating portfolio of
office/mixed-use and hotel projects consists of 24 office buildings containing
7.2 million square feet, including mixed-use projects with an aggregate of
259,000 gross leasable square feet of retail space and seven hotels with 2,029
rooms.
In its office development activities, Forest City is primarily a
build-to-suit developer which works with tenants to meet their highly
specialized requirements. The Company's office development has focused primarily
on mixed-use projects in urban developments, often built in conjunction with
hotels and shopping centers or as part of a major office campus. As a result of
this focus on new urban developments, 50% of the Company's office buildings were
built within the last nine years and are concentrated in five urban developments
located in Brooklyn, New York, Cleveland, Ohio, Cambridge, Massachusetts,
Pittsburgh, Pennsylvania and San Jose, California.
Residential Group
- -----------------
The Company's Residential Group develops, acquires, owns, leases and
manages residential rental property in 17 states and the District of Columbia.
The Company has been engaged in apartment community development for over 50
years beginning in northeast Ohio and gradually expanding nationally. Its
portfolio includes mature middle-market apartments in geographically attractive
suburbs, newer and higher end apartments in unique urban locations and newer
apartments in the suburbs. The Residential Group, which focuses on large
apartment complexes, does not develop or operate single-family housing or
condominium projects.
At January 31, 2000, the Residential Group's operating portfolio consists
of 32,596 units in 108 properties in which Forest City has an ownership
interest, including 6,735 units of syndicated senior citizen subsidized housing
in 40 buildings that the Company manages and in which it owns a residual
interest.
Land Group
- ----------
The Company has been in the land business since the 1930's. The Land
Group acquires and sells both raw land and developed lots to residential,
commercial and industrial customers. The Land Group projects attract national,
regional and local builders. The Land Group develops raw land into master
planned communities, mixed-use and other residential developments and currently
owns more than 5,100 acres of undeveloped land for this purpose. The Company
currently has land development projects in eight states.
Historically, the Land Group's activities focused on land development
projects in northeast Ohio. Over time, the Group's activities expanded to
larger, more complex projects, and regional expansion into western New York
State. In the last ten years, the Group has extended its activities on a
national basis, first in Arizona, and more recently in North Carolina, Florida,
Nevada and Colorado.
In addition to the sales activities of the Land Group, the Company also
sells land acquired by its Commercial Group and Residential Group adjacent to
their respective projects. Proceeds from such land sales are included in the
revenues of such Groups.
3
5
Item 1. Business (continued)
- ----------------------------
Lumber Trading Group
- --------------------
The Company's original business was selling lumber to homebuilders. The
Company expanded this business in 1969 through its acquisition of Forest City
Trading Group, Inc., which is a lumber wholesaler to customers in all 50 states
and all Canadian provinces. Through ten strategically located trading offices in
the United States and Canada, employing over 350 traders, Forest City sold the
equivalent of eight billion board feet of lumber in 1999, with a gross sales
volume of nearly $3.7 billion, making the Company one of the largest lumber
wholesalers in North America.
The Lumber Trading Group currently has offices in six states and
Vancouver, British Columbia. The Company opens offices in response to the
changing demands of the lumber industry.
The Lumber Trading Group's core business is supplying lumber for new home
construction and to the repair and remodeling markets. Approximately 65% of the
Lumber Trading Group's sales for 1999 involve back-to-back trades in which the
Company brings together a buyer and seller for an immediate purchase and sale.
The balance of transactions are trades in which the Company takes a short-term
ownership position and is at risk for lumber market fluctuations. This risk,
however, is reduced by the implementation of our lumber hedging strategy.
Competition
- -----------
The real estate industry is highly competitive in all major markets. With
regard to the Commercial and Residential Groups, there are numerous other
developers, managers and owners of commercial and residential real estate that
compete with the Company nationally, regionally and/or locally in seeking
management and leasing revenues, land for development, properties for
acquisition and disposition and tenants for properties, some of whom may have
greater financial resources than the Company. There can be no assurance that the
Company will successfully compete for new projects or have the ability to react
to competitive pressures on existing projects caused by factors such as
declining occupancy rates or rental rates. In addition, tenants at the Company's
retail properties face continued competition in attracting customers from
retailers at other shopping centers, catalogue companies, warehouse stores,
large discounters, outlet malls, the Internet, wholesale clubs and direct mail
and telemarketers. The existence of competing developers, managers and owners
and competition to the Company's tenants could have a material adverse effect on
the Company's ability to lease space in its properties and on the rents charged
or concessions granted, could materially and adversely affect the Company's
results of operations and cash flows and could affect the realizable value of
assets upon sale.
With regard to the Lumber Trading Group, the lumber wholesaling business
is highly competitive. Competitors in the lumber brokerage business include
numerous brokers and in-house sales departments of lumber manufacturers, many of
which are larger and have greater resources than the Company.
Forest City was incorporated in Ohio in 1960 as a successor to a business
started in 1921.
Number of Employees
- -------------------
The Company had 3,967 employees as of January 31, 2000, of which 3,072
were full-time and 895 were part-time.
Segments of Business
- --------------------
Financial information about industry segments required by this item is
incorporated by reference to Note L "Segment Information" which appears on page
38 of the 1999 Annual Report to Shareholders.
4
6
Item 2. Properties
- ------------------
The Corporate headquarters of Forest City Enterprises, Inc. is located
in Cleveland, Ohio and is owned by the Company. Regional offices are located in
New York, Los Angeles, Boston, Tucson, Washington, D. C., Denver and San
Francisco. Forest City Trading Group, Inc. maintains its headquarters in
Portland, Oregon with 13 administrative and sales offices and one processing
plant located in 8 states and one sales office in Canada.
The "Forest City Rental Properties Corporation Portfolio of Real Estate,"
presented on pages 22 through 25 of the 1999 Annual Report to Shareholders,
lists the shopping centers, office buildings, hotels and apartments in which
Forest City Rental Properties Corporation has an interest and is incorporated
herein by reference.
Item 3. Legal Proceedings
- -------------------------
On September 21, 1999, a complaint was filed in state court in Los
Angeles County against Forest City Enterprises, Inc., Forest City California
Residential Development, Inc., and Forest City Residential West, Inc. Plaintiffs
are 63 construction workers who claim to have been exposed to asbestos and mold
and mildew while engaged in renovation work at a construction site in Washington
("the Washington claims"). Three of the plaintiffs also claim to have been
exposed to lead paint and asbestos at a construction site in California ("the
California claims"). Plaintiffs seek damages for unspecified personal injuries,
lost income, and diminished earning capacity and also seek punitive and treble
damages. Defendants filed a motion to dismiss or stay the Washington claims on
the grounds that Washington was a more appropriate forum in which to hear these
claims. On February 25, 2000, the Superior Court for the County of Los Angeles
granted defendants' motion and severed the Washington claims from the California
claims and stayed the Washington claims so that they can be tried in Washington,
which the Court found to be the more appropriate forum. The Company will
continue the defense of the California claims in the State of California court
system.
An action was filed in August 1997 against Forest City Trading Group,
Inc. (a wholly-owned subsidiary of the Company) and 10 of its subsidiaries, all
of which are in the business of trading lumber. The complaint alleged improper
calculation and underpayment of commissions and other related claims. On
September 11, 1998 Plaintiffs filed a Motion for Class Certification. On
December 8, 1998 the court posted an order denying class certification. On April
5, 1999 the original four Plaintiffs filed a notice of dismissal of this lawsuit
without prejudice in state court. On April 16, 1999, the case was re-filed in
Federal court against Forest City Trading Group, Inc. and four of its
subsidiaries. On November 30, 1999, the U.S. District Court for the District of
Oregon dismissed the federal claims with prejudice and the state law claims
without prejudice. The time to appeal has expired. There will be no further
report on this case if no new developments take place.
The Company, through its subsidiaries, owns a 14.6% interest in the Seven
Hills housing development located in Henderson, Nevada, which is owned by the
Silver Canyon Partnership ("Silver Canyon") and is being developed next to a
golf course. In August 1997, a class-action lawsuit was filed by the current
homeowners in Seven Hills against the Silver Canyon Partnership, the golf course
developers and other entities, including the Company. In addition, separate
lawsuits were filed by some of the production home-building companies at Seven
Hills against some of the same parties, including the Company. Each of these
lawsuits sought a commitment for public play on the golf course, as well as
damages and, in October 1998, the court granted play rights. In February 1999,
the owner of the golf course filed a cross-claim against the Silver Canyon
Partnership and the Company. Silver Canyon has since settled with the Plaintiff
homeowners and with certain of Silver Canyon's insurance carriers and the
Company has been released. In addition, Silver Canyon has reached settlement
agreements with the owner of the golf course and with one of the production home
builders which are expected to be executed in the near future. These settlements
include a release of the Company. The Company was dismissed as a defendant in
the other two lawsuits filed by the production builders, and subsequent to the
dismissal of the Company, Silver Canyon reached settlement in principle in
connection with one of the production home builder lawsuits. The remaining
lawsuit is set for trial in June 2000 against Silver Canyon. Silver Canyon
believes it has meritorious defenses and intends to vigorously defend the
lawsuit.
5
7
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
No matters were submitted to a vote of security holders during the
fourth quarter.
Item 4 (A). Executive Officers of the Registrant
- ------------------------------------------------
The following list is included as an unnumbered Item in Part I of this
Report in lieu of being included in the Proxy Statement for the Annual Meeting
of Shareholders to be held on June 7, 2000.
The names, ages and positions held by the executive officers of the
Company are presented in the following list. Each individual has been appointed
to serve for the period which ends with the Annual Meeting of Shareholders
scheduled for June 7, 2000.
Date
Name and Position(s) Held Appointed Age
- ------------------------- --------- ---
Albert B. Ratner
Co-Chairman of the Board of Directors of the Company since June 1995, Vice
Chairman of the Board of the Company from June 1993 to June 1995, Chief
Executive Officer prior to July 1995 and President prior to July 1993. 6-13-95 72
Samuel H. Miller
Co-Chairman of the Board of Directors of the Company since June 1995, Chairman
of the Board of the Company from June 1993 to June 1995 and Vice Chairman of the
Board, Chief Operating Officer of the Company prior to June 1993,
Treasurer of the Company since December 1992. 6-13-95 78
Charles A. Ratner
President of the Company since June 1993, Chief Executive Officer of the Company
since June 1995, Chief Operating Officer from June 1993 to June 1995 and
Executive Vice President prior to June 1993, Director. 6-13-95 58
James A. Ratner
Executive Vice President, Director, Officer of various subsidiary corporations.
3-09-88 55
Ronald A. Ratner
Executive Vice President, Director, Officer of various subsidiary corporations. 3-09-88 53
Thomas G. Smith
Senior Vice President, Chief Financial Officer, Secretary, Officer of various
subsidiary corporations. 9-03-85 59
William M. Warren
Senior Vice President, General Counsel and Assistant Secretary. 5-16-72 71
6
8
Item 4 (A). Executive Officers of the Registrant (continued)
- -------------------------------------------------------------
Date
Name and Position(s) Held Appointed Age
- ------------------------- --------- ---
Brian J. Ratner
Senior Vice President--East Coast Development since January 1997, Vice
President--Urban Entertainment from June 1995 to December 1996, Vice President
from May 1994 to June 1995 and an officer of various subsidiaries. 1-01-97 42
Linda M. Kane
Vice President and Corporate Controller since April 1995, Asset
Manager--Commercial Group from July 1992 to April 1995 and Financial
Manager--Residential Group from October 1990 to July 1992. 4-01-95 42
Note: Charles A. Ratner, James A. Ratner and Ronald A. Ratner are brothers.
Albert B. Ratner is the father of Brian J. Ratner and Deborah Ratner
Salzberg and is first cousin to Charles A. Ratner, James A. Ratner and
Ronald A. Ratner.
7
9
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
- -----------------------------------------------------------------------------
Information required by this item is incorporated by reference to
"Quarterly Consolidated Financial Data (Unaudited)" which appears on page 44 of
the 1999 Annual Report to Shareholders.
Item 6. Selected Financial Data
- -------------------------------
The information required by this item is incorporated by reference to
"Selected Financial Data" on page 26 of the 1999 Annual Report to Shareholders.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations
-------------
The information required by this item is incorporated by reference to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 45 through 53 of the 1999 Annual Report to Shareholders.
Item 7 (A). Quantitative and Qualitative Disclosures About Market Risk
- ----------------------------------------------------------------------
The Company's primary market risk exposure is interest rate risk. At
January 31, 2000, the Company had approximately $915,000,000 of variable-rate
debt outstanding. Additionally, the Company has interest rate risk associated
with fixed-rate debt at maturity.
To reduce the effects of significant increases in interest rates on the
interest (expense) payable with respect to the Company's variable-rate debt, the
Company makes use of interest rate exchange agreements, including interest rate
caps and swaps, to manage interest rate risk. The Company had purchased London
Interbank Offered Rate ("LIBOR") interest rate caps as follows.
Strike Principal
Rate Period Outstanding
- ----- ------------------ -------------
(in thousands)
6.50% 02/01/00 - 01/31/01 $584,330
6.50% 02/01/01 - 07/31/01 315,358
7.00% 08/01/01 - 01/31/02 297,158
7.00% 02/01/01 - 01/31/02 257,351
6.75% 09/01/00 - 08/31/03 79,929
8.00%* 06/01/01 - 06/01/04 8,960
8.00%* 11/01/01 - 10/31/04 115,460
8.00%* 08/01/02 - 07/31/05 21,700
8.00%* 02/01/03 - 01/31/06 133,900
* Three-year 8.00% LIBOR caps were purchased in February and March 2000.
8
10
Item 7 (A). Quantitative and Qualitative Disclosures About Market Risk
- ----------------------------------------------------------------------
(continued)
-----------
The Company intends to convert a significant portion of its committed
variable-rate debt to fixed-rate debt. To offset the effect of upward
fluctuations in future interest rates, the Company has purchased Treasury
Options as follows:
Strike Rate Term Exercise Date Notional
- ----------- ---- ------------- --------
(years) (in thousands)
6.76% 10 11/01/00 $45,700
7.00% 10 02/01/01 33,180
6.00% 10 04/10/01 41,252
7.00%* 10 05/01/01 38,920
6.00% 10 08/10/01 38,677
7.00%* 10 11/01/01 9,030
7.00%* 10 08/01/02 98,760
7.00% 5 08/01/01 43,010
* Ten-year 7.00% Treasury Options were purchased in February 2000.
These options protect the Company from increases in Treasury Rates above the
strike price through the exercise date outlined in the table.
At January 31, 2000, the Company had $167,000,000 outstanding under its
$225,000,000 revolving credit facility, which bears interest at LIBOR plus 2% or
1/4% above prime. The Company has purchased a 6.50% LIBOR interest rate cap for
2000 and an average 6.75% LIBOR interest rate cap for 2001 at notional amounts
of $100,620,000 and $83,280,000, respectively.
At January 31, 2000, the Company estimated that a 100 basis point
decrease in market interest rates would have changed the fair value of
fixed-rate debt at that date of $1,555,987,000 to a liability of approximately
$1,654,475,000. The sensitivity to changes in interest rates of the Company's
fixed-rate debt was determined with a valuation model based upon changes that
measure the net present value of such obligation which arise from the
hypothetical estimate as discussed above. The Company intends to monitor and
manage interest costs on its variable-rate debt portfolio and may enter into
swap positions based on market fluctuations.
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates.
9
11
EXPECTED MATURITY DATE
--------------------------------------------------------------------
LONG-TERM DEBT 2000 2001 2002 2003
- ---------------------------------- -------------- -------------- -------------- --------------
FIXED:
Fixed rate debt (1) 67,930,592 81,160,031 44,400,735 86,509,644
Weighted average interest rate 8.11% 8.25% 7.51% 8.24%
UDAG (1) 1,049,610 10,481,224 541,722 163,085
Weighted average interest rate 0.35% 7.99% 7.73% 2.78%
Senior notes -- -- -- --
Weighted average interest rate
-------------- -------------- -------------- --------------
Total Fixed Rate Debt 68,980,202 91,641,255 44,942,457 86,672,729
-------------- -------------- -------------- --------------
VARIABLE:
Variable rate debt (1) (2) 347,609,980 34,141,905 119,367,166 68,992,986
Weighted average interest rate
Tax Exempt (1) 55,570,001 32,208,500 -- --
Weighted average interest rate
Revolving Credit Facility -- 167,000,000 -- --
Weighted average interest rate
-------------- -------------- -------------- --------------
Total Variable Rate Debt 403,179,981 233,350,405 119,367,166 68,992,986
-------------- -------------- -------------- --------------
TOTAL LONG-TERM DEBT $ 472,160,183 $ 324,991,660 $ 164,309,623 $ 155,665,715
============== ============== ============== ==============
EXPECTED MATURITY DATE
--------------------------------------------------------------
TOTAL FAIR MARKET
OUTSTANDING VALUE
LONG-TERM DEBT 2004 THEREAFTER 1/31/00 1/31/00
-------------- -------------- -------------- --------------
FIXED:
Fixed rate debt (1) 53,424,682 1,231,194,549 1,564,620,233 1,333,084,420
Weighted average interest rate 7.40% 7.40% 7.52%
UDAG (1) 334,290 57,288,853 69,858,784 39,902,100
Weighted average interest rate 1.45% 1.58% 2.57%
Senior notes -- 200,000,000 200,000,000 183,000,000
Weighted average interest rate 8.50% 8.50%
-------------- -------------- -------------- --------------
Total Fixed Rate Debt 53,758,972 1,488,483,402 1,834,479,017 1,555,986,520
-------------- -------------- -------------- --------------
VARIABLE:
Variable rate debt (1) (2) 17,646,808 7,685,100 595,443,945 595,443,945
Weighted average interest rate 7.72%
Tax Exempt (1) -- 64,679,000 152,457,501 152,457,501
Weighted average interest rate 4.10%
Revolving Credit Facility -- -- 167,000,000 167,000,000
Weighted average interest rate 7.88%
-------------- -------------- -------------- --------------
Total Variable Rate Debt 17,646,808 72,364,100 914,901,446 914,901,446
-------------- -------------- -------------- --------------
TOTAL LONG-TERM DEBT $ 71,405,780 $1,560,847,502 $2,749,380,463 $2,470,887,966
============== ============== ============== ==============
<FN>
(1) Represents nonrecourse debt.
(2) As of January 31, 2000, $198,792,000 of variable-rate debt has been hedged via
LIBOR-based swaps that have a remaining average life of 0.97 years.
10
12
EXPECTED MATURITY DATE
--------------------------------------------------------------------
Long-Term Debt 1999 2000 2001 2002
- ---------------------------------- -------------- -------------- -------------- --------------
FIXED:
Fixed rate debt (1) 161,922,344 93,540,672 82,559,907 55,709,175
Weighted average interest rate 7.60% 8.10% 8.27% 7.66%
UDAG (1) 49,561 1,033,055 10,481,224 541,722
Weighted average interest rate 6.96% 0.35% 7.99% 7.73%
Senior notes -- -- -- --
Weighted average interest rate
-------------- -------------- -------------- --------------
Total Fixed Rate Debt 161,971,905 94,573,727 93,041,131 56,250,897
-------------- -------------- -------------- --------------
VARIABLE:
Variable rate debt (1) (2) 86,303,633 121,648,500 17,302,492 89,540,811
Weighted average interest rate
Tax Exempt (1) 1,175,000 55,980,001 32,156,689 --
Weighted average interest rate
Revolving Credit Facility -- 105,000,000 -- --
Weighted average interest rate
-------------- -------------- -------------- --------------
Total Variable Rate Debt 87,478,633 282,628,501 49,459,181 89,540,811
-------------- -------------- -------------- --------------
TOTAL LONG-TERM DEBT $ 249,450,538 $ 377,202,228 $ 142,500,312 $ 145,791,708
============== ============== ============== ==============
EXPECTED MATURITY DATE
--------------------------------------------------------------------
Total Fair Market
Outstanding Value
Long-Term Debt 2003 Thereafter 1/31/99 1/31/99
- ---------------------------------- -------------- -------------- -------------- --------------
FIXED:
Fixed rate debt (1) 85,395,730 1,096,603,124 1,575,730,952 1,590,449,430
Weighted average interest rate 8.32% 7.44% 7.59%
UDAG (1) 163,085 57,489,122 69,757,769 44,871,490
Weighted average interest rate 2.78% 1.57% 2.57%
Senior notes -- 200,000,000 200,000,000 201,000,000
Weighted average interest rate 8.50% 8.50%
-------------- -------------- -------------- --------------
Total Fixed Rate Debt 85,558,815 1,354,092,246 1,845,488,721 1,836,320,920
-------------- -------------- -------------- --------------
VARIABLE:
Variable rate debt (1) (2) 33,814,478 25,354,127 373,964,041 373,964,041
Weighted average interest rate 7.09%
Tax Exempt (1) -- 65,107,999 154,419,689 154,419,689
Weighted average interest rate 3.66%
Revolving Credit Facility -- -- 105,000,000 105,000,000
Weighted average interest rate 7.13%
-------------- -------------- -------------- --------------
Total Variable Rate Debt 33,814,478 90,462,126 633,383,730 633,383,730
-------------- -------------- -------------- --------------
TOTAL LONG-TERM DEBT $ 119,373,293 $1,444,554,372 $2,478,872,451 $2,469,704,650
============== ============== ============== ==============
<FN>
(1) Represents nonrecourse debt.
(2) As of January 31, 1999, $219,003,000 of variable-rate debt has been hedged via $133,479,000
of 1-year LIBOR contracts and $85,524,000 of LIBOR-based swaps that have a combined remaining
average life of 0.65 years.
11
13
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
The financial statements and supplementary data required by this item are
incorporated by reference to "Report of Independent Accountants," "Consolidated
Financial Statements," "Notes to Consolidated Financial Statements" and
"Quarterly Consolidated Financial Data (Unaudited)" located on pages 27 through
44 of the 1999 Annual Report to Shareholders.
Financial Statement Schedule II, "Valuation and Qualifying Accounts" and
Schedule III, "Real Estate and Accumulated Depreciation" are included in Part
IV, Item 14(d).
Item 9. Changes In and Disagreements With Accountants on Accounting and
- -----------------------------------------------------------------------
Financial Disclosure
--------------------
None.
12
14
PART III
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
(a) Identification of Directors is contained in a definitive proxy
statement which the registrant anticipates will be filed by April 28,
2000 and is incorporated herein by reference.
(b) Pursuant to General Instruction G of Form 10-K and Item 401(b) of
Regulation S-K, Executive Officers of the Registrant are reported in
Part I of this Form 10-K.
(c) The disclosure of delinquent filers, if any, under Section 16(a) of
the Securities Exchange Act of 1934 is contained in a definitive
proxy statement which the registrant anticipates will be filed by
April 28, 2000 and is incorporated herein by reference.
Item 11. Executive Compensation; Item 12. Security Ownership of Certain
- -----------------------------------------------------------------------
Beneficial Owners and Management; and Item 13. Certain Relationships and Related
- --------------------------------------------------------------------------------
Transactions
- ------------
Information required under these sections is contained in a definitive
proxy statement which the registrant anticipates will be filed by April 28, 2000
and is incorporated herein by reference.
13
15
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------------------------------------------------------------------------
(a) List of documents filed as part of this report.
1. The following financial statements and supplementary data
included in the 1999 Annual Report to Shareholders are
incorporated by reference in Part II, Item 8.
Report of Independent Accountants
Consolidated Balance Sheets - January 31, 2000 and 1999
Consolidated Statements of Earnings for the three years
ended January 31, 2000
Consolidated Statements of Shareholders' Equity for the
three years ended January 31, 2000
Consolidated Statements of Cash Flows for the three years
ended January 31, 2000
Notes to Consolidated Financial Statements
Quarterly Consolidated Financial Data (Unaudited)
Individual financial statements of 50% or less owned persons
accounted for by the equity method have been omitted because
such 50% or less owned persons considered in the aggregate
as a single subsidiary would not constitute a significant
subsidiary.
2. Financial statement schedules required by Part II, Item 8
are included in Part IV, Item 14(d):
Page No.
Schedule II - Valuation and Qualifying Accounts for the
years ended January 31, 2000, 1999 and 1998 22
Schedule III - Real Estate and Accumulated Depreciation at
January 31, 2000 with reconciliations for the years
ended January 31, 2000, 1999 and 1998 23-24
The report of the independent accountants with respect to the
above listed financial statement schedules appears on page 21.
Schedules other than those listed above are omitted for the
reason that they are not required or are not applicable, or the
required information is shown in the consolidated financial
statements or notes thereto. Columns omitted from schedules filed
have been omitted because the information is not applicable.
3. Exhibits - see (c) below.
(b) Reports on Form 8-K filed during the three months ended January 31,
2000:
None.
(c) Exhibits.
Exhibit
Number Description of Document
------ -----------------------
3.1 - Amended Articles of Incorporation adopted as of October
11, 1983, incorporated by reference to Exhibit 3.1 to the
Company's Form 10-Q for the quarter ended October 31,
1983 (File No. 1-4372).
3.2 - Code of Regulations as amended June 14, 1994,
incorporated by reference to Exhibit 3.2 to the Company's
Form 10-K for the fiscal year ended January 31, 1997
(File No.1-4372).
14
16
Exhibit
Number Description of Document
------ -----------------------
3.3 - Certificate of Amendment by Shareholders to the
Articles of Incorporation of Forest City Enterprises,
Inc. dated June 24, 1997, incorporated by reference to
Exhibit 4.14 to the Company's Registration Statement on
Form S-3 (Registration No. 333-41437).
3.4 - Certificate of Amendment by Shareholders to the
Articles of Incorporation of Forest City Enterprises,
Inc. dated June 16, 1998, incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on
Form S-8 (Registration No. 333-61925).
4.1 - Form of Senior Subordinated Indenture between the
Company and National City Bank, as Trustee thereunder,
incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3 (Registration No.
333-22695).
4.2 - Form of Junior Subordinated Indenture between the
Company and National City Bank, as Trustee thereunder,
incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3 (Registration No.
333-22695).
4.3 - Form of Senior Subordinated Indenture between the
Company and The Bank of New York, as Trustee thereunder,
incorporated by reference to Exhibit 4.22 to the
Company's Registration Statement on Form S-3
(Registration No. 333-41437).
10.1 - Credit Agreement, dated as of December 10, 1997, by and
among Forest City Rental Properties Corporation, the
banks named therein, KeyBank National Association, as
administrative agent, and National City Bank, as
syndication agent, incorporated by reference to Exhibit
10.38 to the Company's Form 10-Q for the quarter ended
October 31, 1997 (File No. 1-4372)
10.2 - Guaranty of Payment of Debt, dated as of December 10,
1997, by and among Forest City Enterprises, Inc., the
banks named therein, KeyBank National Association, as
administrative agent, and National City Bank, as
syndication agent, incorporated by reference to Exhibit
10.39 the Company's Form 10-Q for the quarter ended
October 31, 1997 (File No. 1-4372)
10.3 - First Amendment to Credit Agreement, dated as of
January 20, 1998, by and among Forest City Rental
Properties Corporation, the banks named therein, KeyBank
National Association, as administrative agent, and
National City Bank, as syndication agent, incorporated by
reference to Exhibit 4.19 to the Company's Registration
Statement on Form S-3 (File No. 333-41437).
10.4 - First Amendment to Guaranty of Payment of Debt, dated as
of the banks named therein, KeyBank National Association,
as administrative agent, and National City Bank, as
syndication agent, incorporated by reference to Exhibit
4.20 to the Company's Registration Statement on Form S-3
(File No. 333-41437).
10.5 - Letter Agreement, dated as of February 25, 1998, by and
among Forest City Enterprises, Inc., Forest City Rental
Properties Corporation, the banks named therein, KeyBank
National Association, as administrative agent, and
National City Bank, as syndication agent, incorporated by
reference to Exhibit 4.21 to the Company's Registration
Statement on Form S-3 (File No. 333-41437).
15
17
Exhibit
Number Description of Document
------ -----------------------
10.6 - Second Amendment to Credit Agreement, dated as of March
6, 1998, by and among Forest City Rental Properties
Corporation, the banks named therein, KeyBank National
Association, as administrative agent, and National City
Bank, as syndication agent, incorporated by reference to
Exhibit 10.1 to the Company's Form 8-K, dated March 6,
1998 (File No. 1-4372).
10.7 - Second Amendment to Guaranty of Payment of Debt, dated
as of March 6, 1998, by and among Forest City
Enterprises, Inc., the banks named therein, KeyBank
National Association, as administrative agent, and
National City Bank, as syndication agent, incorporated by
reference to Exhibit 10.2 to the Company's Form 8-K,
dated March 6, 1998 (File No. 1-4372).
10.8 - Stock Purchase Agreement, dated May 7, 1997, between
Forest City Enterprises, Inc. and Richard Miller, Aaron
Miller and Gabrielle Miller, incorporated by reference to
Exhibit 10.34 to the Company's Form 10-Q for the quarter
ended April 30, 1997 (File No. 1-4372).
10.9 - Letter Agreement, dated August 14, 1997, adjusting the
interest rate in the Stock Purchase Agreement, dated May
7, 1997, between Forest City Enterprises, Inc. and
Richard Miller, Aaron Miller and Gabrielle Miller,
incorporated by reference to Exhibit 10.35 to the
Company's Form 10-Q for the quarter ended July 31, 1997
(File No. 1-4372).
10.10 - Supplemental Unfunded Deferred Compensation Plan for
Executives, incorporated by reference to Exhibit 10.9 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
10.11 - Deferred Compensation Agreement between Forest City
Enterprises, Inc. and Thomas G. Smith, dated December 27,
1995, incorporated by reference to Exhibit 10.33 to the
Company's Form 10-K for the year ended January 31, 1997
(File No. 1-4372).
10.12 - 1994 Stock Option Plan, including forms of Incentive
Stock Option Agreement and Nonqualified Stock Option
Agreement, incorporated by reference to Exhibit 10.10 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
10.13 - Employment Agreement entered into on April 6, 1998,
effective as of February 1, 1997, by the Company and
Charles A. Ratner, incorporated by reference to Exhibit
10.16 to the Form 10-K for the year ended January 31,
1998 (File No.1-4372).
10.14 - First Amendment to Employment Agreement (dated April 6,
1998) entered into as of April 24, 1998 by the Company
and Charles A. Ratner, incorporated by reference to
Exhibit 10.17 to the Company's Form 10-K for the year
ended January 31, 1998 (File No. 1-4372).
10.15 - Employment Agreement entered into on April 6, 1998,
effective as of February 1, 1997, by the Company and
James A. Ratner, incorporated by reference to Exhibit
10.19 to the Company's Form 10-K for the year ended
January 31, 1998 (File No. 1-4372).
10.16 - Employment Agreement entered into on April 6, 1998,
effective as of February 1, 1997, by the Company and
Ronald A. Ratner, incorporated by reference to exhibit
10.20 to the Company's Form 10-K for the year ended
January 31, 1998 (File No. 1-4372).
16
18
Exhibit
Number Description of Document
------ -----------------------
10.17 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Deborah Ratner
Salzberg and Forest City Enterprises, Inc., insuring the
lives of Albert Ratner and Audrey Ratner, dated June 26,
1996, incorporated by reference to Exhibit 10.19 to the
Company's Form 10-K for the year ended January 31, 1997
(File No. 1-4372).
10.18 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Brian J. Ratner
and Forest City Enterprises, Inc., insuring the lives of
Albert Ratner and Audrey Ratner, dated June 26, 1996,
incorporated by reference to Exhibit 10.20 to the
Company's Form 10-K for the year ended January 31, 1997
(File No. 1-4372).
10.19 - Letter Supplement to Split Dollar Insurance Agreement
and Assignment of Life Insurance Policy as Collateral
between Brian J. Ratner and Forest City Enterprises,
Inc., insuring the lives of Albert Ratner and Audrey
Ratner, effective June 26, 1996, incorporated by
reference to Exhibit 10.21 to the Company's Form 10-K for
the year ended January 31, 1997 (File No. 1-4372).
10.20 - Letter Supplement to Split Dollar Insurance Agreement
and Assignment of Life Insurance Policy as Collateral
between Deborah Ratner Salzberg and Forest City
Enterprises, Inc., insuring the lives of Albert Ratner
and Audrey Ratner, effective June 26, 1996, incorporated
by reference to Exhibit 10.22 to the Company's Form 10-K
for the year ended January 31, 1997 (File No. 1-4372).
10.21 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Charles Ratner 1992
Irrevocable Trust Agreement and Forest City Enterprises,
Inc., insuring the lives of Charles Ratner and Ilana
Horowitz (Ratner), dated November 2, 1996, incorporated
by reference to Exhibit 10.23 to the Company's Form 10-K
for the year ended January 31, 1997 (File No. 1-4372).
10.22 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Charles Ratner 1989
Irrevocable Trust Agreement and Forest City Enterprises,
Inc., insuring the life of Charles Ratner, dated October
24, 1996, incorporated by reference to Exhibit 10.24 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
10.23 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Max Ratner 1988
Grandchildren's Trust Agreement and Forest City
Enterprises, Inc., insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by reference to
Exhibit 10.25 to the Company's Form 10-K for the year
ended January 31, 1997 (File No. 1-4372).
10.24 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Max Ratner 1988
Grandchildren's Trust Agreement and Forest City
Enterprises, Inc., insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by reference to
Exhibit 10.26 to the Company's Form 10-K for the year
ended January 31, 1997 (File No. 1-4372).
10.25 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Max Ratner 1988
Grandchildren's Trust Agreement and Forest City
Enterprises, Inc., insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by reference to
Exhibit 10.27 to the Company's Form 10-K for the year
ended January 31, 1997 (File No. 1-4372).
17
19
Exhibit
Number Description of Document
------ -----------------------
10.26 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Max Ratner 1988
Grandchildren's Trust Agreement and Forest City
Enterprises, Inc., insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by reference to
Exhibit 10.28 to the Company's Form 10-K for the year
ended January 31, 1997 (File No. 1-4372).
10.27 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Charles Ratner 1989
Irrevocable Trust Agreement and Forest City Enterprises,
Inc., insuring the life of Charles Ratner, dated October
24, 1996, incorporated by reference to Exhibit 10.29 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
10.28 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Charles Ratner 1989
Irrevocable Trust Agreement and Forest City Enterprises,
Inc., insuring the life of Charles Ratner, dated October
24, 1996, incorporated by reference to Exhibit 10.30 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
10.29 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Charles Ratner 1989
Irrevocable Trust Agreement and Forest City Enterprises,
Inc., insuring the life of Charles Ratner, dated October
24, 1996, incorporated by reference to Exhibit 10.31 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
10.30 - Letter Supplement to Split Dollar Insurance Agreement
and Assignment of Life Insurance Policy as Collateral
between James Ratner and Albert Ratner, Trustees under
the Charles Ratner 1992 Irrevocable Trust Agreement and
Forest City Enterprises, Inc., insuring the lives of
Charles Ratner and Ilana Ratner, effective November 2,
1996, incorporated by reference to Exhibit 10.32 to the
Company's Form 10-K for the year ended January 31, 1997
(File No. 1-4372).
10.31 - First Amendment to the 1994 Stock Option Plan dated as
of June 9, 1998, incorporated by reference to Exhibit 4.7
to the Company's Registration Statement on Form S-8
(Registration No. 333-61925).
10.32 - First Amendment to the forms of Incentive Stock Option
Agreement and Nonqualified Stock Option Agreement,
incorporated by reference to Exhibit 4.8 to the Company's
Registration Statement on Form S-8 (Registration
No.333-61925).
10.33 - Amended and Restated form of Stock Option Agreement,
effective as of July 16, 1998, incorporated by reference
to Exhibit 10.38 to the Company's Form 10-Q for the
quarter ended October 31, 1998 (File No. 1-4372).
10.34 - Third Amendment to Credit Agreement, dated as of
January 29, 1999, by and among Forest City Rental
Properties Corporation, the banks named therein, KeyBank
National Association, as administrative agent, and
National City Bank, as syndication agent incorporation by
reference to Exhibit 20.1 to the Company's Form 8-K,
dated January 29, 1999 (File No. 1-4372).
18
20
Exhibit
Number Description of Document
------ -----------------------
10.35 - Third Amendment to Guaranty of Payment of Debt, dated
as of January 29, 1999, by and among Forest City
Enterprises, Inc., the banks named therein, KeyBank
National Association, as administrative agent, and
National City Bank, as syndication agent, incorporated by
reference to Exhibit 20.2 to the Company's Form 8-K,
dated January 29, 1999 (File No. 1-4372).
10.36 - Subordination Agreement, dated as of January 29, 1999, by
and among Forest City Enterprises, Inc., St. Paul Fire
and Marine Insurance Company, St. Paul Mercury Insurance
Company, St. Paul Guardian Insurance Company, Seaboard
Surety Company, Economy Fire & Casualty Company, Asset
Guaranty Insurance Company, KeyBank National Association,
as administrative agent, and National City Bank, as
syndication agent, incorporated by reference to Exhibit
20.3 to the Company's Form 8-K, dated January 29, 1999
(File No. 1-4372).
10.37 - Dividend Reinvestment and Stock Purchase Plan,
incorporated by reference to Exhibit 10.42 to the
Company's Form 10-K for the year ended January 31, 1999
(File No. 1-4372).
10.38 - Deferred Compensation Plan for Executives, effective as
of January 1, 1999, incorporated by reference to Exhibit
10.43 to the Company's Form 10-K for the year ended
January 31, 1999 (File No. 1-4372).
10.39 - Deferred Compensation Plan for Nonemployee Directors,
effective as of January 1, 1999, incorporated by
reference to Exhibit 10.44 to the Company's Form 10-K for
the year ended January 31, 1999 (File No. 1-4372).
10.40 - Amended and Restated Credit Agreement, dated as of June
25, 1999, by and among Forest City Rental Properties
Corporation, the banks named therein, KeyBank National
Association, as administrative agent, and National City
Bank, as syndication agent, incorporated by reference to
Exhibit 20.1 to the Company's Form 8-K, dated June 25,
1999 (File No. 1-4372).
10.41 - Amended and Restated Guaranty of Payment of Debt, dated
as of June 25, 1999, by and among Forest City
Enterprises, Inc., the banks named therein, KeyBank
National Association, as administrative agent, and
National City Bank, as syndication agent, incorporated by
reference to Exhibit 20.2 to the Company's Form 8-K,
dated June 25, 1999 (File No. 1-4372).
10.42 - Employment Agreement entered into on May 31, 1999,
effective January 1, 1999, by the Company and Albert B.
Ratner, incorporated by reference to Exhibit 10.47 to the
Company's Form 10-Q for the quarter ended July 31,1999.
(File No. 1-4372).
10.43 - Employment Agreement entered into on May 31, 1999,
effective January 1, 1999, by the Company and Samuel H.
Miller, incorporated by reference to Exhibit 10.48 to the
Company's Form 10-Q for the quarter ended July 31, 1999.
(File No. 1-4372).
10.44 - Agreement (re death benefits) entered into on May 31,
1999, by the Company and Thomas G. Smith, incorporated by
reference to Exhibit 10.49 to the Company's Form 10-Q for
the quarter ended October 31, 1999 (File No. 1-4372).
*10.45 - First Amendment to Employment Agreement effective
as of February 28, 2000 between Forest City Enterprises,
Inc. and Albert B. Ratner.
19
21
Exhibit
Number Description of Document
------ -----------------------
*10.46 - First Amendment to Employment Agreement entered
into February 28, 2000 by and between Forest City
Enterprises, Inc. and Ronald A.Ratner.
*10.47 - First Amendment to Employment Agreement entered
into February 28, 2000 by and between Forest City
Enterprises, Inc. and James A.Ratner.
*10.48 - Second Amendment to Employment Agreement entered
into February 28, 2000 by and between Forest City
Enterprises, Inc. and Charles A.Ratner.
*13 - 1999 Annual Report to Shareholders.
*21 - Subsidiaries of the Registrant.
*23 - Consent of PricewaterhouseCoopers LLP regarding
Forms S-3 (Registration No. 333-22695 and 333-41437) and
Forms S-8 (Registration No. 33-65054, 33-65058 and
333-61925).
*24 - Powers of attorney.
*27 - Financial Data Schedule.
- ----------
* - Filed herewith.
20
22
Report of Independent Accountants on
Financial Statement Schedules
To the Shareholders and the Board of Directors
Of Forest City Enterprises, Inc.
Our audits of the consolidated financial statements referred to in our report
dated March 11, 2000 appearing on page 27 of the 1999 Annual Report to
Shareholders of Forest City Enterprises, Inc. and Subsidiaries (which report and
consolidated financial statements are incorporated by reference in this Annual
Report on Form 10-K) also included an audit of the financial statement schedules
listed in Item 14(a)(2) of this Form 10-K. In our opinion, these financial
statement schedules present fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.
PricewaterhouseCoopers LLP
Cleveland, Ohio
March 11, 2000
21
23
FOREST CITY ENTERPRISES, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions
Balance at Charged to Balance at
Beginning Costs and End of
Description of Period Expenses Deductions Period
- ----------- --------- -------- ---------- ------
(in thousands)
Allowance for
doubtful accounts
Year Ended January 31, 2000 $ 7,488 $ 2,958 $ 1,913(A) $ 8,533
------- ------- ------- -------
Year Ended January 31, 1999 $ 8,169 $ 4,017 $ 4,698(A) $ 7,488
------- ------- ------- -------
Year Ended January 31, 1998 $ 4,994 $ 4,794 $ 1,619(A) $ 8,169
------- ------- ------- -------
(A) Uncollectible accounts written off.
Reserve for
Project write-off's
Year Ended January 31, 2000 $11,842 $ 8,977(B) $13,579(C) $ 7,240
------- ---------- ------- -------
Year Ended January 31, 1999 $ 9,551 $ 2,291(B) $ 0 $11,842
------- ---------- ------- -------
Year Ended January 31, 1998 $ 9,491 $ 60(B) $ 0 $ 9,551
------- ---------- ------- -------
(B) Additions charged to costs and expenses were recorded net of abandoned
development projects written off of $7,477, $7,305 and $6,774 for the
years ended January 31, 2000, 1999 and 1998, respectively.
(C) Included in this amount is $6,102 of allowances related to property
sold and Land Group investments.
22
24
FOREST CITY ENTERPRISES, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
Gross amount at
which carried
Initial cost Cost capitalized at close of
to Company subsequent January 31, 2000
Amount of --------------------- to acquisition ---------------------------------
Encumbrance Buildings ------------------ Buildings
At January 31, and Carrying and
Description of Property 2000 Land Improvements Improvements costs Land Improvements Total
- ----------------------- ------------- ------ ------------ ------------ ----- -------- ------------ ----------
(A) (A) (A) (A) (B) (B) (A) (B)
(in thousands)
Apartments:
Miscellaneous investments $ 525,759 $ 59,341 $ 477,797 $ 65,869 $ 41,618 $ 69,985 $ 574,640 $ 644,625
Shopping Centers:
Miscellaneous investment 877,317 77,947 781,850 195,576 57,792 100,845 1,012,320 1,113,165
Office Buildings:
Miscellaneous investments 834,692 13,598 866,861 146,779 85,285 22,664 1,089,859 1,112,523
Leasehold improvements and
other equipment:
Miscellaneous investments - - 24,577 - - - 24,577 24,577
Under Construction:
Miscellaneous investments 118,287 61,297 417,469 - - 61,297 417,469 478,766
Undeveloped Land:
Miscellaneous investments 26,325 52,852 - - - 52,852 - 52,852
---------- -------- ---------- -------- -------- -------- ---------- -----------
Total $2,382,380 $265,035 $2,568,554 $408,224 $184,695 $307,643 $3,118,865 $ 3,426,508
========== ======== ========== ======== ======== ======== ========== ===========
Range of lives
(in years) on
which depreciation in
Accumulated latest income
depreciation statement is computed
at January 31, Date of Date ---------------------
Description of Property 2000 construction acquired Bldg Improvements
------------ ------------ -------- ---- -------------
(C)
Apartments:
Miscellaneous investments $ 137,789 Various - Various Various
Shopping Centers:
Miscellaneous investment 172,153 Various - Various Various
Office Buildings:
Miscellaneous investments 222,665 Various - Various Various
Leasehold improvements and
other equipment:
Miscellaneous investments 14,872 - Various Various Various
Under Construction:
Miscellaneous investments -
Undeveloped Land:
Miscellaneous investments -
---------
Total $ 547,479
=========
(A) The aggregate cost at January 31, 2000 for federal income tax purposes was
$3,202,022. For (B) and (C) refer to the following page:
(Continued)
23
25
FOREST CITY ENTERPRISES, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
For the Years Ended January 31,
2000 1999 1998
----------- ----------- -----------
(in thousands)
(B) Reconciliations of total real estate carrying value are as follows:
Balance at beginning of period $ 3,087,498 $ 2,704,560 $ 2,520,179
Additions during period -
Improvements 405,269 327,471 205,051
Other acquisitions - 156,879 90,438
----------- ----------- -----------
405,269 484,350 295,489
----------- ----------- -----------
Deductions during period -
Cost of real estate sold (66,259) (101,412) (111,108)
----------- ----------- -----------
Balance at end of period $ 3,426,508 $ 3,087,498 $ 2,704,560
=========== =========== ===========
(C) Reconciliations of accumulated depreciation are as follows:
Balance at beginning of period $ 491,293 $ 448,634 $ 399,830
Additions during period -
Charged to profit or loss 70,615 61,908 56,923
Deductions during period -
Retirement and sales (14,429) (19,249) (8,119)
----------- ----------- -----------
Balance at end of period $ 547,479 $ 491,293 $ 448,634
=========== =========== ===========
24
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FOREST CITY ENTERPRISES, INC.
-----------------------------
(Registrant)
DATE: April 25, 2000 BY: /s/ Charles A. Ratner
----------------- ----------------------------------
(Charles A. Ratner, President and
Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Co-Chairman of the Board and Director April 25, 2000
- ----------------------------------------
(Albert B. Ratner)
* Co-Chairman of the Board, Treasurer April 25, 2000
- ---------------------------------------- and Director
(Samuel H. Miller)
/s/ Charles A. Ratner President, Chief Executive Officer April 25, 2000
- ----------------------------------------- and Director (Principal Executive Officer)
(Charles A. Ratner)
Senior Vice President, Chief April 25, 2000
/s/ Thomas G. Smith Financial Officer and Secretary
- ----------------------------------------- (Principal Financial Officer)
(Thomas G. Smith)
/s/ Linda M. Kane Vice President and Corporate Controller April 25, 2000
- ------------------------------------------ (Principal Accounting Officer)
(Linda M. Kane)
* Executive Vice President and Director April 25, 2000
- -----------------------------------------
(James A. Ratner)
* Executive Vice President and Director April 25, 2000
- ----------------------------------------
(Ronald A. Ratner)
* Senior Vice President and Director April 25, 2000
- ----------------------------------------
(Brian J. Ratner)
* Director April 25, 2000
- ----------------------------------------
(Deborah Ratner Salzberg)
25
27
Signature Title Date
--------- ----- ----
* Director April 25, 2000
- ----------------------------------------
(Michael P. Esposito, Jr.)
* Director April 25, 2000
- ----------------------------------------
(Scott S. Cowen)
* Director April 25, 2000
- ----------------------------------------
(Jerry V. Jarrett)
* Director April 25, 2000
- ----------------------------------------
(Joan K. Shafran)
* Director April 25, 2000
- ----------------------------------------
(Louis Stokes)
* Director April 25, 2000
- ----------------------------------------
(Stan Ross)
The Registrant plans to furnish security holders a copy of the Annual Report and
Proxy material by May 5, 2000.
* The undersigned, pursuant to a Power of Attorney executed by each of
the Directors and Officers identified above and filed with the
Securities and Exchange Commission, by signing his name hereto, does
hereby sign and execute this Form 10-K on behalf of each of the
persons noted above, in the capacities indicated.
By: /s/ Charles A. Ratner April 25, 2000
- ----------------------------------------------------
(Charles A. Ratner, Attorney-in-Fact)
26
28
EXHIBIT INDEX
-------------
Exhibit
Number Description of Document
------ -----------------------
3.1 - Amended Articles of Incorporation adopted as of October
11, 1983, incorporated by reference to Exhibit 3.1 to the
Company's Form 10-Q for the quarter ended October 31, 1983
(File No. 1-4372).
3.2 - Code of Regulations as amended June 14, 1994, incorporated
by reference to Exhibit 3.2 to the Company's Form 10-K for
the fiscal year ended January 31, 1997 (File No.1-4372).
3.3 - Certificate of Amendment by Shareholders to the Articles
of Incorporation of Forest City Enterprises, Inc. dated
June 24, 1997, incorporated by reference to Exhibit 4.14
to the Company's Registration Statement on Form S-3
(Registration No. 333-41437).
3.4 - Certificate of Amendment by Shareholders to the Articles
of Incorporation of Forest City Enterprises, Inc. dated
June 16, 1998, incorporated by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-8
(Registration No. 333-61925).
4.1 - Form of Senior Subordinated Indenture between the
Company and National City Bank, as Trustee thereunder,
incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3 (Registration No.
333-22695).
4.2 - Form of Junior Subordinated Indenture between the
Company and National City Bank, as Trustee thereunder,
incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3 (Registration No.
333-22695).
4.3 - Form of Senior Subordinated Indenture between the
Company and The Bank of New York, as Trustee thereunder,
incorporated by reference to Exhibit 4.22 to the Company's
Registration Statement on Form S-3 (Registration No.
333-41437).
10.1 - Credit Agreement, dated as of December 10, 1997, by and
among Forest City Rental Properties Corporation, the banks
named therein, KeyBank National Association, as
administrative agent, and National City Bank, as
syndication agent, incorporated by reference to Exhibit
10.38 to the Company's Form 10-Q for the quarter ended
October 31, 1997 (File No. 1-4372)
10.2 - Guaranty of Payment of Debt, dated as of December 10,
1997, by and among Forest City Enterprises, Inc., the
banks named therein, KeyBank National Association, as
administrative agent, and National City Bank, as
syndication agent, incorporated by reference to Exhibit
10.39 the Company's Form 10-Q for the quarter ended
October 31, 1997 (File No. 1-4372)
10.3 - First Amendment to Credit Agreement, dated as of January
20, 1998, by and among Forest City Rental Properties
Corporation, the banks named therein, KeyBank National
Association, as administrative agent, and National City
Bank, as syndication agent, incorporated by reference to
Exhibit 4.19 to the Company's Registration Statement on
Form S-3 (File No. 333-41437).
29
Exhibit
Number Description of Document
------ -----------------------
10.4 - First Amendment to Guaranty of Payment of Debt, dated as
of the banks named therein, KeyBank National Association,
as administrative agent, and National City Bank, as
syndication agent, incorporated by reference to Exhibit
4.20 to the Company's Registration Statement on Form S-3
(File No. 333-41437).
10.5 - Letter Agreement, dated as of February 25, 1998, by and
among Forest City Enterprises, Inc., Forest City Rental
Properties Corporation, the banks named therein, KeyBank
National Association, as administrative agent, and
National City Bank, as syndication agent, incorporated by
reference to Exhibit 4.21 to the Company's Registration
Statement on Form S-3 (File No. 333-41437).
10.6 - Second Amendment to Credit Agreement, dated as of March
6, 1998, by and among Forest City Rental Properties
Corporation, the banks named therein, KeyBank National
Association, as administrative agent, and National City
Bank, as syndication agent, incorporated by reference to
Exhibit 10.1 to the Company's Form 8-K, dated March 6,
1998 (File No. 1-4372).
10.7 - Second Amendment to Guaranty of Payment of Debt, dated as
of March 6, 1998, by and among Forest City Enterprises,
Inc., the banks named therein, KeyBank National
Association, as administrative agent, and National City
Bank, as syndication agent, incorporated by reference to
Exhibit 10.2 to the Company's Form 8-K, dated March 6,
1998 (File No. 1-4372).
10.8 - Stock Purchase Agreement, dated May 7, 1997, between
Forest City Enterprises, Inc. and Richard Miller, Aaron
Miller and Gabrielle Miller, incorporated by reference to
Exhibit 10.34 to the Company's Form 10-Q for the quarter
ended April 30, 1997 (File No. 1-4372).
10.9 - Letter Agreement, dated August 14, 1997, adjusting the
interest rate in the Stock Purchase Agreement, dated May
7, 1997, between Forest City Enterprises, Inc. and Richard
Miller, Aaron Miller and Gabrielle Miller, incorporated by
reference to Exhibit 10.35 to the Company's Form 10-Q for
the quarter ended July 31, 1997 (File No. 1-4372).
10.10 - Supplemental Unfunded Deferred Compensation Plan for
Executives, incorporated by reference to Exhibit 10.9 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
10.11 - Deferred Compensation Agreement between Forest City
Enterprises, Inc. and Thomas G. Smith, dated December 27,
1995, incorporated by reference to Exhibit 10.33 to the
Company's Form 10-K for the year ended January 31, 1997
(File No. 1-4372).
10.12 - 1994 Stock Option Plan, including forms of Incentive
Stock Option Agreement and Nonqualified Stock Option
Agreement, incorporated by reference to Exhibit 10.10 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
30
Exhibit
Number Description of Document
------ -----------------------
10.13 - Employment Agreement entered into on April 6, 1998,
effective as of February 1, 1997, by the Company and
Charles A. Ratner, incorporated by reference to Exhibit
10.16 to the Form 10-K for the year ended January 31, 1998
(File No.1-4372).
10.14 - First Amendment to Employment Agreement (dated April 6,
1998) entered into as of April 24, 1998 by the Company and
Charles A. Ratner, incorporated by reference to Exhibit
10.17 to the Company's Form 10-K for the year ended
January 31, 1998 (File No. 1-4372).
10.15 - Employment Agreement entered into on April 6, 1998,
effective as of February 1, 1997, by the Company and James
A. Ratner, incorporated by reference to Exhibit 10.19 to
the Company's Form 10-K for the year ended January 31,
1998 (File No. 1-4372).
10.16 - Employment Agreement entered into on April 6, 1998,
effective as of February 1, 1997, by the Company and
Ronald A. Ratner, incorporated by reference to exhibit
10.20 to the Company's Form 10-K for the year ended
January 31, 1998 (File No. 1-4372).
10.17 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Deborah Ratner
Salzberg and Forest City Enterprises, Inc., insuring the
lives of Albert Ratner and Audrey Ratner, dated June 26,
1996, incorporated by reference to Exhibit 10.19 to the
Company's Form 10-K for the year ended January 31, 1997
(File No. 1-4372).
10.18 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Brian J. Ratner and
Forest City Enterprises, Inc., insuring the lives of
Albert Ratner and Audrey Ratner, dated June 26, 1996,
incorporated by reference to Exhibit 10.20 to the
Company's Form 10-K for the year ended January 31, 1997
(File No. 1-4372).
10.19 - Letter Supplement to Split Dollar Insurance Agreement
and Assignment of Life Insurance Policy as Collateral
between Brian J. Ratner and Forest City Enterprises, Inc.,
insuring the lives of Albert Ratner and Audrey Ratner,
effective June 26, 1996, incorporated by reference to
Exhibit 10.21 to the Company's Form 10-K for the year
ended January 31, 1997 (File No. 1-4372).
10.20 - Letter Supplement to Split Dollar Insurance Agreement
and Assignment of Life Insurance Policy as Collateral
between Deborah Ratner Salzberg and Forest City
Enterprises, Inc., insuring the lives of Albert Ratner and
Audrey Ratner, effective June 26, 1996, incorporated by
reference to Exhibit 10.22 to the Company's Form 10-K for
the year ended January 31, 1997 (File No. 1-4372).
10.21 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Charles Ratner 1992
Irrevocable Trust Agreement and Forest City Enterprises,
Inc., insuring the lives of Charles Ratner and Ilana
Horowitz (Ratner), dated November 2, 1996, incorporated by
reference to Exhibit 10.23 to the Company's Form 10-K for
the year ended January 31, 1997 (File No. 1-4372).
31
Exhibit
Number Description of Document
------ -----------------------
10.22 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Charles Ratner 1989
Irrevocable Trust Agreement and Forest City Enterprises,
Inc., insuring the life of Charles Ratner, dated October
24, 1996, incorporated by reference to Exhibit 10.24 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
10.23 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Max Ratner 1988
Grandchildren's Trust Agreement and Forest City
Enterprises, Inc., insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by reference to
Exhibit 10.25 to the Company's Form 10-K for the year
ended January 31, 1997 (File No. 1-4372).
10.24 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Max Ratner 1988
Grandchildren's Trust Agreement and Forest City
Enterprises, Inc., insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by reference to
Exhibit 10.26 to the Company's Form 10-K for the year
ended January 31, 1997 (File No. 1-4372).
10.25 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Max Ratner 1988
Grandchildren's Trust Agreement and Forest City
Enterprises, Inc., insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by reference to
Exhibit 10.27 to the Company's Form 10-K for the year
ended January 31, 1997 (File No. 1-4372).
10.26 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Max Ratner 1988
Grandchildren's Trust Agreement and Forest City
Enterprises, Inc., insuring the life of Charles Ratner,
dated October 24, 1996, incorporated by reference to
Exhibit 10.28 to the Company's Form 10-K for the year
ended January 31, 1997 (File No. 1-4372).
10.27 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Charles Ratner 1989
Irrevocable Trust Agreement and Forest City Enterprises,
Inc., insuring the life of Charles Ratner, dated October
24, 1996, incorporated by reference to Exhibit 10.29 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
10.28 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Charles Ratner 1989
Irrevocable Trust Agreement and Forest City Enterprises,
Inc., insuring the life of Charles Ratner, dated October
24, 1996, incorporated by reference to Exhibit 10.30 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
32
Exhibit
Number Description of Document
------ -----------------------
10.29 - Split Dollar Insurance Agreement and Assignment of Life
Insurance Policy as Collateral between Albert B. Ratner
and James Ratner, Trustees under the Charles Ratner 1989
Irrevocable Trust Agreement and Forest City Enterprises,
Inc., insuring the life of Charles Ratner, dated October
24, 1996, incorporated by reference to Exhibit 10.31 to
the Company's Form 10-K for the year ended January 31,
1997 (File No. 1-4372).
10.30 - Letter Supplement to Split Dollar Insurance Agreement
and Assignment of Life Insurance Policy as Collateral
between James Ratner and Albert Ratner, Trustees under the
Charles Ratner 1992 Irrevocable Trust Agreement and Forest
City Enterprises, Inc., insuring the lives of Charles
Ratner and Ilana Ratner, effective November 2, 1996,
incorporated by reference to Exhibit 10.32 to the
Company's Form 10-K for the year ended January 31, 1997
(File No. 1-4372).
10.31 - First Amendment to the 1994 Stock Option Plan dated as
of June 9, 1998, incorporated by reference to Exhibit 4.7
to the Company's Registration Statement on Form S-8
(Registration No. 333-61925).
10.32 - First Amendment to the forms of Incentive Stock Option
Agreement and Nonqualified Stock Option Agreement,
incorporated by reference to Exhibit 4.8 to the Company's
Registration Statement on Form S-8 (Registration
No.333-61925).
10.33 - Amended and Restated form of Stock Option Agreement,
effective as of July 16, 1998, incorporated by reference
to Exhibit 10.38 to the Company's Form 10-Q for the
quarter ended October 31, 1998 (File No. 1-4372).
10.34 - Third Amendment to Credit Agreement, dated as of January
29, 1999, by and among Forest City Rental Properties
Corporation, the banks named therein, KeyBank National
Association, as administrative agent, and National City
Bank, as syndication agent incorporation by reference to
Exhibit 20.1 to the Company's Form 8-K, dated January 29,
1999 (File No. 1-4372).
10.35 - Third Amendment to Guaranty of Payment of Debt, dated as
of January 29, 1999, by and among Forest City Enterprises,
Inc., the banks named therein, KeyBank National
Association, as administrative agent, and National City
Bank, as syndication agent, incorporated by reference to
Exhibit 20.2 to the Company's Form 8-K, dated January 29,
1999 (File No. 1-4372)
10.36 - Subordination Agreement, dated as of January 29, 1999,
by and among Forest City Enterprises, Inc., St. Paul Fire
and Marine Insurance Company, St. Paul Mercury Insurance
Company, St. Paul Guardian Insurance Company, Seaboard
Surety Company, Economy Fire & Casualty Company, Asset
Guaranty Insurance Company, KeyBank National Association,
as administrative agent, and National City Bank, as
syndication agent, incorporated by reference to Exhibit
20.3 to the Company's Form 8-K, dated January 29, 1999
(File No. 1-4372).
10.37 - Dividend Reinvestment and Stock Purchase Plan,
incorporated by reference to Exhibit 10.42 to the
Company's Form 10-K for the year ended January 31, 1999
(File No. 1-4372).
33
Exhibit
Number Description of Document
------ -----------------------
10.38 - Deferred Compensation Plan for Executives, effective
as of January 1, 1999, incorporated by reference to
Exhibit 10.43 to the Company's Form 10-K for the year
ended January 31, 1999 (File No. 1-4372).
10.39 - Deferred Compensation Plan for Nonemployee Directors,
effective as of January 1, 1999, incorporated by
reference to Exhibit 10.44 to the Company's Form 10-K
for the year ended January 31, 1999 (File No. 1-4372).
10.40 - Amended and Restated Credit Agreement, dated as of
June 25, 1999, by and among Forest City Rental
Properties Corporation, the banks named therein, KeyBank
National Association, as administrative agent, and
National City Bank, as syndication agent, incorporated
by reference to Exhibit 20.1 to the Company's Form 8-K,
dated June 25, 1999 (File No. 1-4372).
10.41 - Amended and Restated Guaranty of Payment of Debt,
dated as of June 25, 1999, by and among Forest City
Enterprises, Inc., the banks named therein, KeyBank
National Association, as administrative agent, and
National City Bank, as syndication agent, incorporated
by reference to Exhibit 20.2 to the Company's Form 8-K,
dated June 25, 1999 (File No. 1-4372).
10.42 - Employment Agreement entered into on May 31, 1999,
effective January 1, 1999, by the Company and Albert B.
Ratner, incorporated by reference to Exhibit 10.47 to
the Company's Form 10-Q for the quarter ended July
31,1999. (File No. 1-4372).
10.43 - Employment Agreement entered into on May 31, 1999,
effective January 1, 1999, by the Company and Samuel H.
Miller, incorporated by reference to Exhibit 10.48 to
the Company's Form 10-Q for the quarter ended July 31,
1999. (File No. 1-4372).
10.44 - Agreement (re death benefits) entered into on May 31,
1999, by the Company and Thomas G. Smith, incorporated
by reference to Exhibit 10.49 to the Company's Form 10-Q
for the quarter ended October 31, 1999 (File No.
1-4372).
* 10.45 - First Amendment to Employment Agreement effective as of
February 28, 2000 between Forest City Enterprises, Inc.
and Albert B. Ratner.
* 10.46 - First Amendment to Employment Agreement entered
into February 28, 2000 by and between Forest City
Enterprises, Inc. and Ronald A.Ratner.
* 10.47 - First Amendment to Employment Agreement entered
into February 28, 2000 by and between Forest City
Enterprises, Inc. and James A.Ratner.
* 10.48 - Second Amendment to Employment Agreement entered
into February 28, 2000 by and between Forest City
Enterprises, Inc. and Charles A.Ratner.
34
Exhibit
Number Description of Document
------ -----------------------
* 13 - 1999 Annual Report to Shareholders.
* 21 - Subsidiaries of the Registrant.
* 23 - Consent of PricewaterhouseCoopers LLP regarding
Forms S-3 (Registration No. 333-22695 and 333-41437)
and Forms S-8 (Registration No. 33-65054, 33-65058
and 333-61925).
* 24 - Powers of attorney.
* 27 - Financial Data Schedules.
____________________
* - Filed herewith.
(b) Reports on Form 8-K:
None.