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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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If your shares are represented by stock certificates and continue to be so represented through the date of the completion of the merger, promptly after the closing, the paying agent (the “Paying Agent”) will mail to each certificate holder a letter of transmittal and instructions for effecting the surrender of the stock certificates to the paying agent in exchange for payment of the per share merger consideration that you are entitled to receive. Please do not send in your stock certificates now.

Who is entitled to attend the special meeting?

All owners of common stock at the close of business on the record date, or their duly authorized proxies, are invited to attend the special meeting. If you beneficially own shares held in the name of your broker, bank or other nominee, you must bring proof of ownership (e.g., a current brokerage statement) in order to be admitted to the special meeting. Persons who are not owners of common stock may attend only if invited by our Board.

If you plan to attend the special meeting in person, in order to more easily facilitate your access to the special meeting location, we recommend that you register your name with the Key Tower security service prior to the special meeting. To pre-register, please send an email to the Company at annualmeeting@forestcity.net or contact us by telephone at (216) 416-3010 and notify us of your intent to attend the special meeting in person. When you arrive, you will need to present a form of picture identification to the security officer at the desk located on the main floor of Key Tower and such security officer will provide you with a pass to permit access to the Key Tower elevators. If you do not pre-register, we encourage you to arrive early to allow additional time to clear the security requirements of Key Tower.

In addition, we will have a check-in table set up on the main floor of Key Tower for you to check in and provide proof of common stock ownership in order to attend the special meeting in person. Once you have checked in with both the Key Tower security and the special meeting check-in table, you may proceed to the 39th Floor.

Who is entitled to vote at the special meeting?

Only stockholders of record at the close of business on the record date or their duly authorized proxies will be entitled to vote at the special meeting. If you are not a stockholder of record but hold shares of common stock through your broker, bank or other nominee, you may vote your shares in person only if you obtain a legal proxy from the broker, bank or other nominee that holds your shares authorizing you to vote the shares, a process that may take several days. We will begin mailing or delivering this proxy statement on or about October 12, 2018 to stockholders of record at the close of business on the record date.

Stockholders who hold shares through the 401(k) Plan may not vote those shares in person at the special meeting.

Who will solicit and pay the cost of soliciting proxies?

We have engaged MacKenzie Partners to assist in the solicitation of proxies. We will pay MacKenzie Partners an estimated fee of $25,000, plus reimbursement of reasonable expenses, for these services. We have also agreed to indemnify MacKenzie Partners against certain losses, costs and expenses. In addition, the Company’s directors, officers and employees may solicit proxies personally, or by mail, telephone or electronic transmission, but no additional compensation will be paid to them.

Our aggregate expenses, including those of MacKenzie Partners, will be paid by Forest City.

What happens if the special meeting is postponed or adjourned?

If the special meeting is postponed or adjourned due to a lack of a quorum or to solicit additional proxies, we intend to reconvene the special meeting as soon as reasonably practical. However, pursuant to the merger agreement, we will first consult with Parent and will not delay convening, postpone or adjourn the special meeting more than 10 business days in the aggregate to solicit additional proxies without Parent’s prior written consent. Your proxy will still be effective and may be voted at the rescheduled or adjourned special meeting, and you will still be able to change or revoke your proxy until it is voted at the rescheduled or adjourned special meeting, if such special meeting occurs within 120 days of the record date.

 

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