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PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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PREM14A
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to § 240.14a-12

FOREST CITY REALTY TRUST, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

Class A common stock, par value $0.01 per share

  (2)   Aggregate number of securities to which transaction applies:
   

 

The maximum number of shares of Class A common stock to which this transaction applies is estimated to be 273,162,095, which consists of (a) 269,970,446 shares of Class A common stock outstanding, (b) 1,392,437 shares of Class A common stock issuable pursuant to outstanding options with exercise prices below the per share merger consideration of $25.35, (c) 1,189,034 shares of Class A common stock representing restricted stock awards and (d) 610,178 shares of Class A common stock representing performance-based stock awards (assuming, solely for purposes of this fee computation, prorated vesting of such performance-based stock awards and settlement based on target performance).

  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   

 

Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (a) the product of 269,970,446 shares of Class A common stock and the per share merger consideration of $25.35; (b) the product of (i) 1,392,437 shares of Class A common stock issuable upon the exercise of options to purchase shares of Class A common stock and (ii) the difference between $25.35 and the weighted average exercise price of such options of $16.21; (c) the product of 1,189,034 shares of Class A common stock representing restricted stock awards and the per share merger consideration of $25.35; and (d) the product of 610,178 shares of Class A common stock representing performance-based stock awards and the per share merger consideration of $25.35.

  (4)   Proposed maximum aggregate value of transaction:
   

 

$6,902,087,755.18

  (5)   Total fee paid:
   

 

$859,309.93

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount previously paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed: