SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Reading International, Inc.
(Formerly Citadel Holding Corporation)
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(Name of Issuer)
Class B Voting Common Stock, $0.01 par value per share
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(Title of Class of Securities)
172862104
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(CUSIP Number)
S. Craig Tompkins, Vice Chairman
Reading International, Inc.
550 South Hope Street, Suite 1825
Los Angeles, California 90071
With Copies To:
Dale E. Short, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting 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
disclosures provided in a prior cover page.
The information required on 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).
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CUSIP NO. 172862 10 4
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1 NAME of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
James J. Cotter
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 Source of Funds (See Instructions)
See Item 3 below.
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5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
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6 Citizenship or Place of Organization
U.S.A.
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7 Sole Voting Power
Number of See Item 5 below.
Shares -----------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by - 0 -
Each -----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person See Item 5 below.
with -----------------------------------------------------------
10 Shared Dispositive Power
- 0 -
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5 below.
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13 Percent of Class Represented by Amount in Row (11)
See Item 5 below.
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14 Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER.
This statement (this "Statement") relates to the class B voting common
stock, par value $0.01 per share ("Company Voting Common Stock"), of Reading
International, Inc. (formerly Citadel Holding Corporation), a Nevada corporation
(the "Company"). The principal executive offices of the Company are located at
550 South Hope Street, Suite 1825, Los Angeles, California 90071.
ITEM 2. IDENTITY AND BACKGROUND.
Items (a)-(c), (f). This Statement is being filed by James J. Cotter.
This Statement constitutes Amendment No. 3 to the prior Schedule 13D filed by
Mr. Cotter with respect to his ownership of common stock of the Company.
Mr. Cotter is a citizen of the United States with his principal business
address at 550 South Hope Street, Suite 1825, Los Angeles, California 90071.
Mr. Cotter's principal occupation and employment are: Chairman of the Board and
Chief Executive Officer of the Company and its wholly-owned subsidiaries, Craig
Corporation, a Nevada corporation ("Craig"), and Reading Holdings, Inc., a
Nevada corporation ("Reading").
Items (d)-(e). Mr. Cotter has not been convicted during the last five
years in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement relates to the completion on December 31, 2001 of the
consolidation transaction contemplated by the Agreement and Plan of Merger,
dated as of August 17, 2001, among the Company, Craig, Reading, Craig Merger
Sub, Inc., a Nevada Corporation ("Craig Merger Sub"), and Reading Merger Sub,
Inc., a Nevada corporation ("Reading Merger Sub."). As of December 31, 2001
(the "Effective Time"), Craig Merger Sub merged with and into Craig, and Reading
Merger Sub merged with and into Reading, with the result that Craig and Reading
became wholly-owned subsidiaries of the Company, and Craig and Reading
stockholders became stockholders of the Company as described in the following
paragraphs.
At the Effective Time, each outstanding share of Craig common stock and
common preference stock was automatically converted into the right to receive
1.17 shares of class A nonvoting common stock of the Company (the "Company
Nonvoting Common Stock").
At the Effective Time, each outstanding share of Reading common stock was
automatically converted into the right to receive 1.25 shares of Company
Nonvoting Common Stock.
At the Effective Time, each outstanding stock option of Craig and Reading
was assumed by the Company and became an option to purchase an equivalent number
(based on the foregoing conversion ratios) of shares of either Company Voting
Common Stock or Nonvoting Common Stock, at each option holder's election (the
"Option Conversion"). As a result of the Option Conversion, Mr. Cotter acquired
currently exercisable stock options to purchase an aggregate of 1,490,120 shares
of Company Voting Common Stock at a weighted-average exercise price of $8.03 per
share. Mr. Cotter may be deemed to own beneficially the shares of Company
Voting Common Stock underlying such stock options.
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ITEM 4. PURPOSE OF THE TRANSACTION.
Items (a), (b), (e), (h) and (i). The Reporting Person acquired beneficial
ownership of 1,490,120 shares of Company Voting Common Stock by virtue of the
Option Conversion as described in Item 3. The purpose of the Option Conversion
as described in Item 3, which information is incorporated herein by reference,
was to effect the Consolidation.
Mr. Cotter currently intends to hold any shares of Company Voting Common
Stock reported herein, if subsequently acquired by him pursuant to the exercise
of his Company stock options, for investment purposes. Mr. Cotter intends,
however, to review his investment in the Company on the basis of various
factors, including the Company's business, results of operations, financial
condition and future prospects, conditions in the securities markets and general
economic and industry conditions. Based on such review, Mr. Cotter will take
such actions as he deems appropriate in light of the circumstances existing from
time to time.
Items (a), (c), (d), (f), (g) and (j). Not Applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items (a)-(c). Mr. Cotter beneficially owns 1,817,928 shares of Company
Voting Common Stock, including 1,490,120 shares subject to currently outstanding
and exercisable Company stock options as described in Item 3 above, representing
approximately 64.3% of the outstanding Company Voting Common Stock assuming such
options were exercised in full. Mr. Cotter has sole voting and dispositive
power with respect to such shares.
The percentages of ownership reported above are based upon the [1,336,330]
shares of Company Voting Common Stock outstanding as of December 31, 2001.
Except as described herein, Mr. Cotter has not acquired or disposed of, any
shares of Company Voting Common Stock during the past 60 days.
Items (d)-(e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described in Items 3, 4 and 5 of this Statement, Mr. Cotter does
not have any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Company,
including, but not limited to, the transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable
Signature
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: January 25, 2002
/s/ James J. Cotter
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Name: James J. Cotter
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