UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(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, 2002
------------------------------------------------------
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
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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, 2002 the aggregate market value of the voting stock held by
non-affiliates of the registrant amounted to $1,013,204,333 and $144,450,427 for
Class A and Class B common stock, respectively.
The number of shares of registrant's common stock outstanding on March 1, 2002
was 35,147,077 and 14,338,907 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, 2002 (2001 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 11, 2002 are incorporated
by reference into Part III of this Form 10-K.
Page 27 has been amended to reflect a change in the date to the signature of the
Report of Independent Accountants on Financial Statement Schedules. No other
changes have been made and this Form 10-K/A does not reflect any subsequent
developments.
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 2001 Annual Report to Shareholders are
incorporated by reference in Part II, Item 8.
Report of Independent Accountants
Consolidated Balance Sheets - January 31, 2002 and 2001
Consolidated Statements of Earnings for the years ended
January 31, 2002, 2001 and 2000
Consolidated Statements of Comprehensive Income for the years
ended January 31, 2002, 2001 and 2000
Consolidated Statements of Shareholders' Equity for the years
ended January 31, 2002, 2001 and 2000
Consolidated Statements of Cash Flows for the years ended January
31, 2002, 2001 and 2000
Notes to Consolidated Financial Statements
Quarterly Consolidated Financial Data (Unaudited)
Individual financial statements of persons accounted for by
the equity method have been omitted because such 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, 2002, 2001 and 2000 28
Schedule III - Real Estate and Accumulated
Depreciation at January 31, 2002 with reconciliations
for the years ended January 31, 2002, 2001 and 2000 29-30
The report of the independent accountants with respect to the
above listed financial statement schedules appears on page 27.
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,
2002:
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).
21
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 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 - 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).
10.2 - 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).
10.3 - 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).
10.4 - 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).
10.5 - 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).
10.6 - 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).
22
Exhibit
Number Description of Document
------- -----------------------
10.7 - 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).
10.8 - 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).
10.9 - 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).
10.10 - 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).
10.11 - 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).
10.12 - 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).
10.13 - 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).
10.14 - 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).
10.15 - 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).
23
Exhibit
Number Description of Document
------- -----------------------
10.16 - 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).
10.17 - 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).
10.18 - 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).
10.19 - 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).
10.20 - 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).
10.21 - 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).
10.22 - 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).
10.23 - First Amendment to the Deferred Compensation Plan
for Nonemployee Directors, effective October 1,
1999, incorporated by reference to Exhibit 4.6 to
the Company's Registration Statement on Form S-8
(Registration No. 333-38912).
10.24 - Second Amendment to the Deferred Compensation Plan
for Nonemployee Directors, effective March 10, 2000,
incorporated by reference to Exhibit 4.7 to the
Company's Registration Statement on Form S-8
(Registration No. 333-38912).
10.25 - 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).
10.26 - 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).
10.27 - Second Amendment to Employment Agreement entered
into February 28, 2000, by and between Forest City
Enterprises, Inc. and Charles A. Ratner,
incorporated by reference to Exhibit 10.48 to the
Company's Form 10-K for the year ended January 31,
2000 (File No. 1-4372).
10.28 - 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).
24
Exhibit
Number Description of Document
------- -----------------------
10.29 - First Amendment to Employment Agreement effective as
of February 28, 2000 between Forest City
Enterprises, Inc. and Albert B. Ratner, incorporated
by reference to Exhibit 10.45 to the Company's Form
10-K for the year ended January 31, 2000 (File No.
1-4372).
10.30 - 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).
10.31 - Employment Agreement entered into on May 3, 2000,
effective February 1, 2000, by the Company and James
A. Ratner, incorporated by reference to Exhibit
10.49 to the Company's Form 10-Q for the quarter
ended July 31, 2000 (File No. 1-4372).
10.32 - Employment Agreement entered into on May 3, 2000,
effective February 1, 2000, by the Company and
Ronald A. Ratner, incorporated by reference to
Exhibit 10.50 to the Company's Form 10-Q for the
quarter ended July 31, 2000 (File No. 1-4372).
10.33 - 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).
10.34 - Employment Agreement (re death benefits) entered
into on May 31, 1999, by the Company and Thomas G.
Smith dated December 27, 1995, 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).
10.35 - Summary of Forest City Enterprises, Inc. Management
Incentive Plan as adopted in 1997, incorporated by
reference to Exhibit 10.51 to the Company's Form
10-Q for the quarter ended July 31, 2001 (File No.
1-4372).
10.36 - Summary of Forest City Enterprises, Inc. Long-Term
Performance Plan as adopted in 2000, incorporated by
reference to Exhibit 10.52 to the Company's Form
10-Q for the quarter ended July 31, 2001 (File No.
1-4372).
10.37 - Credit Agreement, dated as of March 5, 2002, 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
5, 2002 (File No. 1-4372). (Replaces Amended and
Restated Credit Agreement, dated as of June 25,
1999, Exhibit Number 10.39, and its First Amendment,
dated August 9, 2000, Exhibit Number 10.41).
10.38 - Guaranty of Payment of Debt, dated as of March 5,
2002, 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 5, 2002 (File No 1-4372). (Replaces
Amended and Restated Guaranty of Payment of Debt,
dated as of June 25, 1999, Exhibit Number 10.40, and
its First Amendment, dated August 9, 2000, Exhibit
Number 10.42).
10.39 - 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). (Replaced by Credit Agreement, dated as of
March 5, 2002, Exhibit Number 10.37).
25
Exhibit
Number Description of Document
------- -----------------------
10.40 - 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). (Replaced by Guaranty of Payment of Debt,
dated as of March 5, 2002, Exhibit Number 10.38)
10.41 - First Amendment to Amended and Restated Credit
Agreement, dated August 9, 2000, 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 10.51 to the Company's Form 10-Q for the
quarter ended July 31, 2000 (File No. 1-4372).
(Replaced by Credit Agreement, dated as of March 5,
2002, Exhibit Number 10.37).
10.42 - First Amendment to Amended and Restated Guaranty of
Payment of Debt, dated August 9, 2000, by and among
Forest City Enterprises, the banks named therein,
KeyBank National Association, as administrative
agent, and National City Bank, as syndication agent,
incorporated by reference to Exhibit 10.52 to the
Company's Form 10-Q for the quarter ended July 31,
2000 (File No. 1-4372). (Replaced by Guaranty of
Payment of Debt, dated as of March 5, 2002, Exhibit
Number 10.38).
* 12 - Ratio of Earnings to Fixed Charges
* 13 - 2001 Annual Report to Shareholders
* 21 - Subsidiaries of the Registrant
* 23 - Consent of PricewaterhouseCoopers LLP regarding
Forms S-3 (Registration No. 333-22695, 333-41437 and
333-84282) and Forms S-8 (Registration No.
33-65054, 33-65058, 333-38912 and 333-61925).
* 24 - Powers of attorney.
- -----------------
* Filed herewith.
26
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Shareholders and Board of Directors
of Forest City Enterprises, Inc.
Our audits of the consolidated financial statements referred to in our report
dated March 13, 2002 in the 2001 Annual Report to Shareholders of Forest City
Enterprises, Inc. (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.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
March 13, 2002
27
FOREST CITY ENTERPRISES, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Additions
Balance at Charged to Balance at
Beginning Costs and End of
Description of Period Expenses Deductions Period
- ----------- --------- -------- ---------- ------
Allowance for doubtful accounts
January 31, 2002 $ 4,415 $ 6,249 $ 4,359(a) $ 6,305
January 31, 2001 $ 5,462 $ 3,106 $ 4,153(a) $ 4,415
- --------------------------------------------------------------------------------------------------------------
January 31, 2000 (Pro-rata consolidation) $ 6,192 $ 1,595 $ 1,913(a) $ 5,874
Notes receivable reserve
January 31, 2002 $ 45,150 $ 3,965 $ 26,335(e) $ 22,780
January 31, 2001 $ 54,582 $ 1,343 $ 10,775(d) $ 45,150
January 31, 2000 $ 53,382 $ 1,700 $ 500(d) $ 54,582
Reserve for project write-offs
January 31, 2002 $ 10,573 $ 35,166(b) $ 30,153 $ 15,586
January 31, 2001 $ 7,240 $ 12,387(b) $ 9,054 $ 10,573
January 31, 2000 $ 11,842 $ 8,977(b) $ 13,579(c) $ 7,240
Valuation reserve on other investments
January 31, 2002 $ 1,200 $ 4,265 $ -- $ 5,465
January 31, 2001 $ -- $ 1,200 $ -- $ 1,200
January 31, 2000 $ -- $ -- $ -- $ --
(a) Uncollectible accounts written off.
(b) Additions charged to costs and expenses were recorded net of abandoned
development projects written off of $30,153, $9,054 and $7,477 for the
years ended January 31, 2002, 2001 and 2000, respectively.
(c) Included in this amount is $6,102 of allowances related to property sold
under Land Group investments.
(d) Reversal of a reserve against a note receivable from Millender Center.
See Note D in the Notes to Consolidated Financial Statements.
(e) Majority represents the reversal of reserves against notes receivable
from various Federally Subsidized housing projects. See Note D in Notes
to Consolidated Financial Statements.
28
FOREST CITY ENTERPRISES, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
Gross amount at
which carried
Initial cost Cost capitalized at close of
to Company subsequent January 31, 2002
Amount of -------------------- to acquisition ----------------------------------
Encumbrance Buildings ---------------------- Buildings
At January 31, and Carrying and Total
Description of Property 2002 Land Improvements Improvements costs Land Improvements (A)(B)
- ----------------------- -------------- ---- ------------ ------------ ------- ---- ------------ ------
Apartments:
Miscellaneous investments $ 427,973 $ 47,889 $ 333,114 $ 129,888 $ 35,235 $ 51,183 $ 494,943 $ 546,126
Shopping Centers:
Miscellaneous investments 905,323 94,569 759,657 195,964 193,924 120,292 1,123,822 1,244,114
Office Buildings:
New York, New York 191,926 -- 196,398 2,348 34,243 28,467 204,522 232,989
Miscellaneous investments 974,700 19,223 1,072,852 197,160 118,680 43,356 1,364,559 1,407,915
Various
Leasehold improvements and
other equipment:
Miscellaneous investments -- -- 27,612 -- -- -- 27,612 27,612
Under Construction:
Miscellaneous investments 113,606 52,542 408,662 -- -- 52,542 408,662 461,204
Developed Land:
Miscellaneous investments 7,070 24,193 -- -- -- 24,193 -- 24,193
---------- ---------- ---------- ---------- --------- --------- ---------- ----------
Total $2,620,598 $ 238,416 $2,798,295 $ 525,360 $ 382,082 $ 320,033 $3,624,120 $3,944,153
========== ========== ========== ========== ========= ========= ========== ==========
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 2002(C) construction acquired Bldg Improvements
- ----------------------- -------------- ------------ -------- ----- ------------
Apartments:
Miscellaneous investments $ 64,700 Various -- Various Various
Shopping Centers:
Miscellaneous investments 143,006 Various -- Various Various
Office Buildings:
New York, New York 41,741 1989-1991 -- Various Various
Miscellaneous investments 270,012 Various -- Various
Various
Leasehold improvements and
other equipment:
Miscellaneous investments 17,866 -- Various Various Various
Under Construction:
Miscellaneous investments --
Developed Land:
Miscellaneous investments --
----------
Total $ 537,325
==========
(A) The aggregate cost at January 31, 2002 for federal income tax purposes
was $3,514,117. For (B) and (C) refer to the following page.
(Continued)
29
FOREST CITY ENTERPRISES, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
(in thousands)
For the Years Ended January 31,
-------------------------------------------
2002 2001 2000
------------- ----------- -----------
(B) Reconciliations of total real estate carrying value are as follows:
Balance at beginning of period $ 3,590,219 $ 3,270,715 $ 2,855,994
Additions during period -
Improvements 383, 993 322,927 465,265
Other acquisitions 75,773 172,892 --
----------- ----------- -----------
459,766 495,819 465,265
Deductions during period -
Cost of real estate sold (105,832) (176,315) (50,544)
----------- ----------- -----------
Balance at end of period $ 3,944,153 $ 3,590,219 $ 3,270,715
=========== =========== ===========
(C) Reconciliations of accumulated depreciation are as follows:
Balance at beginning of period $ 496,050 $ 464,745 $ 420,215
Additions during period -
Charged to profit or loss 97,842 98,364 81,504
Deductions during period -
Retirement and sales (56,567) (67,059) (36,974)
----------- ----------- -----------
Balance at end of period $ 537,325 $ 496,050 $ 464, 745
=========== =========== ===========
30
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: May 1, 2002 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 May 1, 2002
- ----------------------------------
(Albert B. Ratner)
* Co-Chairman of the Board, Treasurer May 1, 2002
- ---------------------------------- and Director
(Samuel H. Miller)
/s/ CHARLES A. RATNER President, Chief Executive Officer May 1, 2002
- ---------------------------------- and Director (Principal Executive
(Charles A. Ratner) Officer)
/s/ THOMAS G. SMITH Executive Vice President, Chief May 1, 2002
- ---------------------------------- Financial Officer and Secretary
(Thomas G. Smith) (Principal Financial Officer)
/s/ LINDA M. KANE Vice President and Corporate Controller May 1, 2002
- ---------------------------------- (Principal Accounting Officer)
(Linda M. Kane)
* Executive Vice President and Director May 1, 2002
- ----------------------------------
(James A. Ratner)
* Executive Vice President and Director May 1, 2002
- ----------------------------------
(Ronald A. Ratner)
* Executive Vice President and Director May 1, 2002
- ----------------------------------
(Brian J. Ratner)
* Director May 1, 2002
- ----------------------------------
(Deborah Ratner Salzberg)
31
SIGNATURE TITLE DATE
--------- ----- ----
* Director May 1, 2002
- ----------------------------------
(Michael P. Esposito, Jr.)
* Director May 1, 2002
- ----------------------------------
(Scott S. Cowen)
* Director May 1, 2002
- ----------------------------------
(Jerry V. Jarrett)
* Director May 1, 2002
- ----------------------------------
(Joan K. Shafran)
* Director May 1, 2002
- ----------------------------------
(Louis Stokes)
* Director May 1, 2002
- ----------------------------------
(Stan Ross)
The Registrant plans to distribute to security holders a copy of the Annual
Report and Proxy material by April 30, 2002.
* 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 May 1, 2002
- ------------------------------------
(Charles A. Ratner, Attorney-in-Fact)
32
EXHIBITS FILED HEREWITH
Exhibit
Number
- -------
12 - Ratio of Earnings to Fixed Charges
13 - 2001 Annual Report to Shareholders
21 - Subsidiaries of the Registrant
23 - Consent of PricewaterhouseCoopers LLP regarding Forms S-3
(Registration No. 333-22695, 333-41437 and 333-84282) and
Forms S-8 (Registration No. 33-65054, 33-65058, 333-38912
and 333-61925).
24 - Powers of Attorney