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June 25, 2007

Forest City Announces Proposed Secondary Offering

Press Release, via Business Wire

Prinicipals of Forest City are selling off a small chunk of the company but will still retain control, especially of the Class B shares:

June 22, 2007
CLEVELAND--(BUSINESS WIRE)--Forest City Enterprises, Inc. (NYSE:FCEA)(NYSE:FCEB) today announced that it has filed an immediately effective automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission to facilitate resales of up to 1.25 million shares of Class A common stock by certain shareholders.

The selling shareholders will be members of RMS, Limited Partnership (controlled by the Ratner, Miller and Shafran families), which owns a controlling interest in Forest City. The maximum number of shares that may be offered for sale represents approximately 3.9 percent of RMS, LP’s aggregate holdings of Forest City stock and approximately 1 percent of the issued and outstanding common stock of the Company. All proceeds from the sale of these shares will go to the holders, not to the Company. The proposed transactions are being considered for charitable, tax, estate planning and personal liquidity reasons.

Following the sale, the families will retain a controlling interest in Forest City by having beneficial ownership of 11,735,737 shares of Class A stock (15.1 percent of the total outstanding) and 19,170,787 shares of Class B stock (76.5 percent of the total outstanding), the latter of which have 10 votes for each share. The combined Class A and Class B holdings will represent 30.1 percent of the shares outstanding.

Sales under a shelf registration statement may be made from time to time. There is no assurance that any shares will be sold.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Posted by lumi at June 25, 2007 8:16 AM