TABLE OF CONTENTS
Special Meeting Basic Information
The Merger and the Merger Agreement
The Parties to the Merger
The Special Meeting
Recommendations and Reasons for the Merger
Opinion of Lazard Frères & Co. LLC
Opinion of Goldman Sachs & Co. LLC
Financing of the Merger
Interests of Our Directors and Executive Officers in the
Treatment of Equity-Based Awards and Long-Term Incentive Cash
Treatment of Purchase Rights Under the Employee Stock Purchase
Treatment of Common Stock
Special REIT Taxable Income Distribution
Effect of Dividends on Per Share Merger Consideration; No Further Quarterly Dividends
Conditions to the Merger
Closing of the Merger
Termination of the Merger Agreement
No Dissenters Rights or Rights of Objecting
Material United States Federal Income Tax Consequences
Delisting and Deregistration of Forest Citys Common
Merger Support Agreements
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
What is the proposed transaction?
Why am I receiving this proxy statement?
What am I being asked to approve?
How does our Board recommend that I vote?
When and where will the special meeting be held?
How do I vote or authorize a proxy to vote my shares?
How many votes do I have?
What vote is required to approve each proposal?
What constitutes a quorum?
Why am I being asked to consider and vote on a proposal to approve, by a non-binding,
advisory vote, certain compensation arrangements for the Companys named executive officers in connection with the merger?
What will happen if the Companys stockholders do not approve the Merger-Related
Executive Compensation Proposal?
Have any stockholders already agreed to approve the Merger
How do Forest Citys directors and executive officers intend to vote their
shares of common stock in respect of the Merger Proposal?
As a holder of common stock, what will I receive in the
How does the $25.35 per share in cash that a holder of common stock is entitled
to receive in the merger compare to the market price of Forest Citys common stock?
What happens if the merger is not completed?