-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Zy5Zs0OOyYPqYFcZBiIfji8r8x7ibiYj4cqkFxXbRg8zoKD2W6lAnYcLU8xKQWdG 1wkDiZH14ouD0aqggOlWYA== 0000899657-94-000042.txt : 19940215 0000899657-94-000042.hdr.sgml : 19940215 ACCESSION NUMBER: 0000899657-94-000042 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOREST CITY ENTERPRISES INC CENTRAL INDEX KEY: 0000038067 STANDARD INDUSTRIAL CLASSIFICATION: 6512 IRS NUMBER: 340863886 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 34 SEC FILE NUMBER: 005-33608 FILM NUMBER: 94506702 BUSINESS ADDRESS: STREET 1: 10800 BROOKPARK RD CITY: CLEVELAND STATE: OH ZIP: 44130 BUSINESS PHONE: 2162671200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACORN INVESTMENT TRUST CENTRAL INDEX KEY: 0000002110 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 362692100 STATE OF INCORPORATION: MA FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 227 W MONROE STE 3000 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126349200 MAIL ADDRESS: STREET 1: 227 WEST MONROE ST STREET 2: SUITE3000 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: ACORN FUND INC DATE OF NAME CHANGE: 19920703 SC 13G/A 1 AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Forest City Enterprises, Inc. (Name of Issuer) Class A Common Stock, $.33 1/3 Par Value (Title of Class of Securities) 34555010 (CUSIP Number) Check the following box if a fee is being paid with this statement ( ). (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). * The remainder of this cover page shall be filled out for a reporting person's initial person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 4 Pages SCHEDULE 13G CUSIP NO. 34555010 Page 2 of 4 Pages 1 NAME OF REPORTING PERSON: Wanger Asset Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 36-3820584 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not applicable a ( ) b ( ) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: None 6 SHARED VOTING POWER: 460,240* 7 SOLE DISPOSITIVE POWER: None 8 SHARED DISPOSITIVE POWER: 460,240* 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 460,240* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ( ) Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.68% 12 TYPE OF REPORTING PERSON: IA * Including 156,320 shares of Class B Common Stock which are convertible into shares of Class A Common Stock on a 1-for-1 basis. SCHEDULE 13G CUSIP NO. 34555010 Page 3 of 4 Pages 1 NAME OF REPORTING PERSON: Wanger Asset Management, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not applicable a ( ) b ( ) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: None 6 SHARED VOTING POWER: 460,240* 7 SOLE DISPOSITIVE POWER: None 8 SHARED DISPOSITIVE POWER: 460,240* 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 460,240* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ( ) Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.68% 12 TYPE OF REPORTING PERSON: CO * Including 156,320 shares of Class B Common Stock which are convertible into shares of Class A Common Stock on a 1-for-1 basis. SCHEDULE 13G CUSIP NO. 34555010 Page 4 of 4 Pages Item 1(a) Name of Issuer: Forest City Enterprises, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 10800 Brookpark Road Cleveland, Ohio 44130 Item 2(a) Name of Person Filing: Wanger Asset Management, L.P. ("WAM"); Wanger Asset Management, Ltd., the sole general partner of WAM ("WAM LTD.") Item 2(b) Address of Principal Business Office: 227 West Monroe Street, Suite 3000 Chicago, Illinois 60606 Item 2(c) Citizenship: WAM is a Delaware limited partnership. WAM LTD. is a Delaware corporation. Item 2(d) Title of Class of Securities: Class A Common Stock, $.33 1/3 Par Value Item 2(e) CUSIP Number: 34555010 Item 3 Type of Person: (e) Investment adviser registered under section 203 of the Investment Advisers Act of 1940. WAM LTD. is the sole general partner of WAM. Item 4 Ownership (at December 31, 1993): (a) Amount owned "beneficially" within the meaning of rule 13d-3: 460,240 shares (b) Percent of class: 8.68% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none (ii) shared power to vote or to direct the vote: 460,240 (iii) sole power to dispose or to direct the disposition of: none (iv) shared power to dispose or to direct disposition of: 460,240 WAM serves as investment adviser to Acorn Investment Trust, Series Designated Acorn Fund (the "Trust"). Various of WAM's limited partners and employees are also officers and trustees of the Trust, but WAM does not consider the Trust to be controlled by such persons. Although the Trust is not controlled by WAM, pursuant to rule 13d-3(a) the 278,000 shares beneficially owned by the Trust, with respect to which the Trust has delegated to WAM shared voting power and shared dispositive power, are considered to be shares beneficially owned by WAM by reason of such delegated powers. In addition to the shares beneficially owned by the Trust, other clients of WAM may own shares which are not included in the aggregate number of shares reported herein because WAM does not have or share voting or investment power over those shares. Item 5 Ownership of Five Percent or Less of a Class: Not Applicable Item 6 Ownership of More Than Five Percent on behalf of Another Person: The shares reported herein have been acquired on behalf of discretionary clients of WAM. Persons other than WAM are entitled to receive all dividends from, and proceeds from the sale of, those shares. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable Item 8 Identification and Classification of Members of the Group: Not applicable Item 9 Notice of Dissolution of Group: Not applicable Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 11, 1994 WANGER ASSET MANAGEMENT, LTD., for itself and as general partner for WANGER ASSET MANAGEMENT, L.P. By: /s/ Robert M. Slotky ------------------------------------ Robert M. Slotky Chief Financial Officer ******************************************************************************* End Amendment No. 1 ******************************************************************************* [TYPE] SC 13G [DESCRIPTION] Original Schedule 13G filing [TEXT] ******************************************************************************* Begin Original Schedule 13G ******************************************************************************* UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Forest City Enterprises, Inc. (Name of Issuer) Class A Common Stock, $.33 1/3 Par Value (Title of Class of Securities) 34555010 (CUSIP Number) Check the following box if a fee is being paid with this statement (X). (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). * The remainder of this cover page shall be filled out for a reporting person's initial person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 7 Pages SCHEDULE 13G CUSIP NO. 34555010 Page 2 of 7 Pages 1 NAME OF REPORTING PERSON: Wanger Asset Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 36-3820584 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not applicable a ( ) b ( ) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: None 6 SHARED VOTING POWER: None 7 SOLE DISPOSITIVE POWER: None 8 SHARED DISPOSITIVE POWER: 459,940* 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 459,940* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ( ) Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.69% 12 TYPE OF REPORTING PERSON: IA * This number includes 156,020 Shares of Class B Common Stock which are convertible into Shares of Class A Common Stock on a 1-for-1 basis. SCHEDULE 13G CUSIP NO. 34555010 Page 3 of 7 Pages 1 NAME OF REPORTING PERSON: Wanger Asset Management, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not applicable a ( ) b ( ) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: None 6 SHARED VOTING POWER: None 7 SOLE DISPOSITIVE POWER: None 8 SHARED DISPOSITIVE POWER: 459,940* 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 459,940* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ( ) Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.69% 12 TYPE OF REPORTING PERSON: CO * This number includes 156,020 Shares of Class B Common Stock which are convertible into Shares of Class A Common Stock on a 1-for-1 basis. SCHEDULE 13G CUSIP NO. 34555010 Page 4 of 7 Pages Item 1(a) Name of Issuer: Forest City Enterprises, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 10800 Brookpark Road Cleveland, Ohio 44130 Item 2(a) Name of Person Filing: Wanger Asset Management, L.P. ("WAM"); Wanger Asset Management, Ltd., the general partner of WAM ("WAM LTD.) Item 2(b) Address of Principal Business Office: WAM and WAM LTD. are both located at 227 West Monroe, Suite 3000 Chicago, Illinois 60606 Item 2(c) Citizenship: WAM is a Delaware limited partnership WAM Ltd. is a Delaware corporation. Item 2(d) Title of Class of Securities: Class A Common stock, $.33 1/3 par value Item 2(e) CUSIP Number: 34555010 Item 3 Type of Person: (e) Investment adviser registered under section 203 of the Investment Advisers Act of 1940. WAM LTD. is the sole general partner of WAM. Item 4 Ownership (at December 31, 1992): (a) Amount owned "beneficially" within the meaning of rule 13d-3: 459,940 SCHEDULE 13G CUSIP Number 34555010 Page 5 of 7 Pages (b) Percent of class: 8.69% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none (ii) shared power to vote or to direct the vote: none (iii) sole power to dispose or to direct the disposition of: none (iv) shared power to dispose or to direct disposition of: 459,940 WAM generally does not vote any of the foregoing shares. WAM, however, has been granted the power to do so in circumstances it determines to be appropriate in connection with advising its clients in the ordinary course of business, by either providing information or advice to the persons having such power, or by exercising the power granted to it by its clients. WAM serves as investment adviser to Acorn Investment Trust, Series Designated Acorn Fund (the "Trust"), and various of WAM's limited partners and employees are also officers and trustees of the Trust. WAM does not consider that the Trust is controlled by such persons. Nevertheless, the 277,700 shares beneficially owned by the Trust, with respect to which the Trust has sole voting power, are included as shares over which WAM has shared dispositive power, and they are shares beneficially owned by WAM by reason of its power to manage the Trust investments. In addition, other WAM clients may own shares which are not included in the aggregate number of shares reported herein because WAM does not have or share voting or investment power over those shares. Item 5 Ownership of Five Percent or Less of a Class: Not applicable Item 6 Ownership of More Than Five Percent on behalf of Another Person: SCHEDULE 13G CUSIP Number 34555010 Page 6 of 7 Pages The shares reported herein have been acquired on behalf of discretionary clients of WAM. Persons other than WAM are entitled to receive all dividends from, and proceeds from the sale of, those shares. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable Item 8 Identification and Classification of Members of the Group: Not applicable Item 9 Notice of Dissolution of Group: Not applicable Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SCHEDULE 13G CUSIP Number 34555010 Page 7 of 7 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 15, 1993 WANGER ASSET MANAGEMENT, LTD., for itself and as general partner for WANGER ASSET MANAGEMENT, L.P. By: /s/ Robert M. Slotky ------------------------------------ Robert M. Slotky Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----