SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Reading Entertainment, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
755332-50-9
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(CUSIP Number)
S. Craig Tompkins
President, Craig Corporation
550 South Hope Street, Suite 1825
Los Angeles, California, 90071
(213)-239-05550
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)
August 17, 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).
(Exhibit Index Appears on Page 13)
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Page 1
CUSIP NO. 755332 50 9
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Name of Reporting Person
1 I.R.S. Identification No. of Above Person (entities only)
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Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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Source of Funds (See Instructions)
4
See Item 3 below.
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Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
5 [_]
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Citizenship or Place of Organization
6 Nevada
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Sole Voting Power
7 0
Number of
Shares -----------------------------------------------------------
Shared Voting Power
Beneficially 8
See Item 5 below.
Owned by
-----------------------------------------------------------
Each Sole Dispositive Power
9
Reporting See Item 5 below.
Person -----------------------------------------------------------
Shared Dispositive Power
with 10 0
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Aggregate Amount Beneficially Owned by Each Reporting Person
11
See Item 5 below.
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Check Box if the Aggregate Amount in Row (11) Excludes
12
Certain Shares (See Instructions) [_]
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Percent of Class Represented by Amount in Row (11)
13
See Item 5 below.
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Type of Reporting Person (See Instructions)
14 CO
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Page 2
CUSIP NO. 755332 50 9
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Name of Reporting Person
1 I.R.S. Identification No. of Above Person (entities only)
James J. Cotter
SS# 071-28-1379
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Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
Source of Funds (See Instructions)
4
See Item 3 below
------------------------------------------------------------------------------
Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
5 [_]
------------------------------------------------------------------------------
Citizenship or Place of Organization
6 U.S.A
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Sole Voting Power
7 0
Number of
Shares -----------------------------------------------------------
Shared Voting Power
Beneficially 8
See Item 5 below.
Owned by
-----------------------------------------------------------
Each Sole Dispositive Power
9
Reporting
See Item 5 below.
Person -----------------------------------------------------------
Shared Dispositive Power
with 10 0
------------------------------------------------------------------------------
Aggregate Amount Beneficially Owned by Each Reporting Person
11
See Item 5 below.
------------------------------------------------------------------------------
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
12
(See Instructions) [_]
------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13
See Item 5 below.
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Type of Reporting Person (See Instructions)
14
IN
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Page 3
CUSIP NO. 755332 50 9
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Name of Reporting Person
1 I.R.S. Identification No. of Above Person (entities only)
Craig Corporation
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Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
Source of Funds (See Instructions)
4
See Item 3 below.
------------------------------------------------------------------------------
Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
5 [_]
------------------------------------------------------------------------------
Citizenship or Place of Organization
6 Nevada
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Sole Voting Power
7 0
Number of
Shares -----------------------------------------------------------
Shared Voting Power
Beneficially 8
See Item 5 below.
Owned by
-----------------------------------------------------------
Each Sole Dispositive Power
9
Reporting See Item 5 below.
Person -----------------------------------------------------------
Shared Dispositive Power
with 10 0
------------------------------------------------------------------------------
Aggregate Amount Beneficially Owned by Each Reporting Person
11
See Item 5 below.
------------------------------------------------------------------------------
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
12
(See Instructions) [_]
------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13
See Item 5 below.
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Type of Reporting Person (See Instructions)
14
CO
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Page 4
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.001 par value ("Reading
Common Stock"), of Reading Entertainment, Inc., a Nevada corporation
("Reading"). The principal executive offices of Reading 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 the following
"Reporting Persons": Citadel Holding Corporation, a Nevada corporation
("Citadel"), James J. Cotter ("Cotter") and Craig Corporation, a Nevada
corporation ("Craig"). Pursuant to Rule 13d-1(k) under the Securities Exchange
Act of 1934 (the "Exchange Act"), the Reporting Persons have agreed to file
jointly one statement with respect to their ownership of Reading Common Stock,
and this joint statement of the Reporting Persons is hereinafter referred to as
the "Statement". This Statement constitutes Amendment No. 13 to Craig's
previously filed Schedule 13D with respect to Reading.
The Reporting Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they
have agreed to act as a group other than described in this Statement.
Craig has its principal executive offices at 550 South Hope Street, Suite
1825, Los Angeles, California, 90071. Craig is a Nevada corporation principally
engaged in ownership and management of its interests in Citadel and Reading.
Citadel has its principle executive offices at 550 South Hope Street,
Suite 1825, Los Angeles, California. Citadel is a Nevada corporation
principally engaged in ownership and operation of motion picture theatres and
live theatres.
James J. Cotter, is a citizen of the United States with his principal
business address at 550 South Hope Street, Suite 1825, Los Angeles, CA 90071.
Mr. Cotter's principal occupation and employment are: Chairman of the Board and
Chief Executive Officer of Reading, Craig and Citadel. Mr. Cotter is a citizen
of the United States.
The name, business address, present principal occupation or employment,
name, principal business and address of any corporation or other organization in
which such employment is conducted and the citizenship of each director and
executive officer of the Reporting Persons is set forth in Annexes A and B and
Annexes A and B are incorporated herein by reference.
Items (d)-(e). None of the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any person listed in Annex A or B has been convicted
during the last five years in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was 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.
Each of the Reporting Persons may be deemed to own beneficially all of the
Reading Common Stock owned beneficially by all the Reporting Persons by virtue
of their agreeing to the voting provisions (the "Voting Covenant") contained in
the Agreement and Plan of Merger, dated as of August 17, 2001, among Citadel,
Craig and Reading (the "Merger Agreement"). The Merger Agreement provides for
the consolidation (the "Consolidation") of Craig and Reading with Citadel by
means of separate mergers of Craig and Reading with subsidiaries of Citadel
formed for this purpose. The Consolidation is described in detail in the joint
statement/prospectus of the three companies made part of the Registration
Statement on Form S-4 of Citadel filed with the Securities and Exchange
Commission on August 24, 2001, as amended. The completion of the
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Page 5
Consolidation is conditioned upon, among other things, the approval of the
Merger Agreement by the respective stockholders of Craig and Reading and the
approval of (a) the issuance of the shares of Citadel class A nonvoting common
stock, par value $0.01 per share ("Citadel Class A Stock") to the holders of
Craig common stock, Craig common preference stock and Reading common stock in
the Consolidation, (b) certain amendments to the Citadel 1999 Stock Option Plan,
(c) the issuance of Citadel Class A Stock and Citadel Class B Stock in respect
of the Craig and Reading stock options to be assumed by Citadel in connection
with the Consolidation, and (d) the amendment of Citadel's articles of
incorporation to change Citadel's name to "Reading Entertainment, Inc." by the
holders of Citadel Class B Stock at joint meetings of the stockholders to be
held on December 31, 2001 (the "Joint Meetings"). Each of the Reporting Persons
has agreed pursuant to the Voting Covenant to vote its or his shares of stock of
Citadel, Craig and Reading at the Joint Meetings in favor of such matters.
ITEM 4. PURPOSE OF THE TRANSACTION.
Each of the Reporting Persons may be deemed to own beneficially the Reading
Common Stock owned beneficially by all the Reporting Persons by virtue of their
agreement to vote the Reading Common Stock as set out in the Voting Covenant as
described in Item 3 above, which information is incorporated herein by
reference. The purpose of the Voting Covenant is to stockholder approvals of
the issuance of the Citadel Class A Stock and Citadel Class B Stock, the Merger
Agreement, and the amendment to the Citadel 1999 Stock Option Plan and to help
to assure stockholder approval of the change of Citadel's name to "Reading
Entertainment, Inc." at the Joint Meetings. Such approvals are conditions to
completion of the Consolidation.
Items (a), (c), (d), (f), (g), (i) and (j). Not Applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items (a)-(c). Cotter, by virtue of the Voting Covenant, may be deemed to
beneficially own 5,806,748 shares of Reading Common Stock, including 5,165,516
shares owned of record by Craig and 635,232 shares issuable upon the exercise of
currently outstanding and exercisable stock options held by Cotter. This
represents 71.8% of the outstanding Reading Common Stock, assuming the exercise
of such options by Cotter. By virtue of the Voting Covenant, Cotter may be
deemed to have shared voting power over the 5,165,516 shares of Reading Common
Stock owned by Craig. Furthermore, Cotter may also be deemed to beneficially
own a total of 5,098,492 additional shares of Reading Common Stock by virtue of
Craig's beneficial ownership of Reading series B preferred stock and Citadel's
beneficial ownership, through a wholly owned subsidiary, of Reading series A
preferred stock. Cotter may be deemed to have shared voting power over such
stock with the other Reporting Persons by virtue of the Voting Covenant. For
information on this, see the paragraphs below pertaining to Craig and Citadel
below. It is to be noted, however, that the articles of incorporation of the
Citadel subsidiary holding such Reading Series A Preferred Stock provides that
the voting of such securities is to be determined solely by that Company's
independent directors.
Craig, by virtue of the Voting Covenant, may be deemed to beneficially own
5,806,748 shares of Reading Common Stock, including 6,000 shares owned of record
by an affiliate of Cotter and 635,737 shares issuable upon the exercise of
Cotter's stock options as described above. This represents 71.8% of the
outstanding Reading Common Stock, assuming the exercise of such options by
Cotter. Additionally, Craig beneficially owns 550,000 shares of Reading series
B preferred stock, which is convertible at Craig's election into 4,489,796
shares of Reading Common Stock. As a result, Craig may be deemed to beneficially
own and have sole dispositive power over these additional shares of Reading
Common Stock. By virtue of the Voting Covenant, Craig may also be deemed to have
shared voting power over such stock with the other Reporting Persons as
indicated in Item 4. Craig may also be deemed to own beneficially additional
shares of Reading Common Stock by virtue of Citadel's beneficial ownership of
Reading Series A Preferred Stock. For information on this, see this Item 5 below
pertaining to Citadel.
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Page 6
Citadel, by virtue of the Voting Covenant, may be deemed to beneficially
own 5,806,748 shares of Reading Common Stock also owned beneficially by Craig
and Cotter. This represents 71.8% of the outstanding Reading Common Stock,
assuming the exercise of such options by Cotter. Citadel may be deemed to have
shared voting power over such stock with the other Reporting Persons.
Additionally, Citadel beneficially owns 70,000 shares of Reading series A
preferred stock, which is convertible at Citadel's election into 608,696 shares
of Reading Common Stock. As a result, Citadel may be deemed to beneficially own
and have sole dispositive power over these additional shares of Reading Common
Stock. By virtue of the Voting Covenant, Citadel may be deemed to have shared
voting power over such stock with the other Reporting Persons as indicated in
Item 4. Citadel may also be deemed to beneficially own additional Reading Common
Stock by virtue of Craig's beneficial ownership of Reading series B preferred
stock as described above.
The percentages of ownership reported above are based upon the 7,449,364
shares of Reading Common Stock stated by Reading to be outstanding in its most
recently available filing with the Securities and Exchange Commission, as
adjusted to reflect the potential exercise of outstanding stock options.
The Reading series A and series B preferred stock are voting securities,
with 9.64 votes per share with respect to all matters put before the
stockholders of that company. Assuming no exercise of stock options or
conversion of Reading series A or series B preferred stock into reading Common
Stock, Craig holds 78% of the voting power of Reading and Citadel, through its
subsidiary, holds an additional 5% of the voting power of Reading. Accordingly,
on a combined basis, Craig and Citadel hold, directly or through their
affiliates, 83% of the voting power of Reading.
Except as described herein, none of the Reporting Persons, nor, to the best
knowledge of the Reporting Persons, any person listed in Annex A or B
beneficially owns, or has acquired or disposed of, any shares of Reading 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 Item 3, 4 and 5 of this Statement, none of the
Reporting Persons, nor, to the best knowledge of the Reporting Persons, any
person listed in Annex A or B has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any securities
of Craig, 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.
Exhibit Number Description
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1 Joint Filing Agreement Among Craig,
Citadel and Cotter.
2. Agreement and Plan of Merger among Citadel Holding
Corporation, Craig Merger Sub, Inc., Reading Merger
Sub., Inc., Craig Corporation, and Reading
Entertainment, dated as of August 17, 2001
(incorporated herein by reference to Annex A to the
joint proxy statement/prospectus contained in Amendment
No. 3 to the Registration
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Page 7
Statement on Form S-4 of Citadel filed with the
Securities and Exchange Commission on December 11,
2001).
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Page 8
Signature
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Date: December 28, 2001
/s/ James J. Cotter
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Name: James J. Cotter
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Citadel Holding Corporation
By: /s/ Andrzej Matycynski
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Name: Andrzej Matycynski
Title: Chief Financial Officer
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Craig Corporation
By: Andrzej Matycynski
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Name: Andrzej Matycynski
Title: Chief Financial Officer
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Page 9
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF CRAIG CORPORATION
The names and present principal occupations of the directors and
executive officers of Craig Corporation are set forth below. Unless otherwise
indicated, all directors and officers listed below are citizens of the United
States.
Principle Occupation
or Employment and
Name Office Address
---- ------- ---------------------
James J. Cotter Chairman of the Board In addition to the positions noted, Mr.
and Chief Executive Cotter is also the Chairman of the Board
Officer and Chief Executive Officer of Reading
and Citadel. All three companies'
business address is at 550 South Hope
Street, Suite 1850, Los Angeles,
California 90071.
S. Craig Tompkins President and a Director In addition to the positions noted, Mr.
Tompkins is also the Vice Chairman of the
Board, Corporate Secretary and a Director
of Reading, and Corporate Secretary and
Vice Chairman of the Board, Corporate
Secretary and a Director of Citadel.
Margaret Cotter Director Mrs. Cotter's business address is the
same as noted above with respect to Mr.
Cotter.
William D. Gould Director Mr. Gould is an attorney and member of
Troy & Gould Professional Corporation,
which is located at 1801 Century Park
East, Los Angeles, California, 90067-2367.
Gerald P. Laheney Director Mr. Laheney's business address is the
same as noted above with respect to Mr.
Cotter.
Robert M. Loeffler Director Mr. Loeffler is also a director of
Reading and Citadel.
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Page 10
Andrzej Matcyzynski Chief Financial Mr. Matcyzynski is also the Chief
Officer and Treasurer Administrative Officer and Chief
Financial Officer of Reading, and Chief
Financial Officer and Treasurer of
Citadel.
Ellen M. Cotter Vice President, In addition to the position noted, Ms.
Business Affairs Cotter is also Vice President, Business
Affairs of Reading and President of
Reading Entertainment Australia Pty,
Ltd., which has the same business address
as Reading.
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Page 11
ANNEX B
DIRECTORS AND EXECUTIVE OFFICERS OF CITADEL HOLDING CORPORATION
The names and present principal occupations of the directors and
executive officers of Citadel Holding Corporation are set forth below. Unless
otherwise indicated, all directors and officers listed below are citizens of the
United States. [ADD DIRECTORS VILLASENOR, SOADY AND LOEFFLER.]
Principle Occupation
or Employment and
Name Office Business Address
---- ------ --------------------
James J. Cotter Chairman of the Board and Chief Executive In addition to the positions noted, Mr.
Officer Cotter is also the Chairman of the Board
and Chief Executive Officer of Craig and
Reading. All three companies' business
address is 550 South Hope Street, Suite
1825, Los Angeles, California 90071.
S. Craig Tompkins Corporate Secretary and Vice Chairman of In addition to the positions noted, Mr.
the Board Tompkins is also the Vice Chairman of the
Board, Corporate Secretary and a Director
of Reading, and President and a Director
of Craig.
Andrzej Matyczynski Chief Financial Officer and Treasurer In addition to the positions noted, Mr.
Matyczynski is also the Chief
Administrative Officer and Chief
Financial Officer of Reading, and Chief
Financial Officer and Treasurer of Craig.
Robert F. Smerling President Citadel Cinemas, Inc. In addition to the position noted, Mr.
Smerling is also the President and a
Director of Reading.
Brett Marsh Vice President of Real Estate In addition to the position noted, Mr.
Marsh is also the Vice President-Real
Estate of Reading.
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Page 12
INDEX TO EXHIBITS
Exhibit Number Description
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1 Joint Filing Agreement Among Craig, Citadel and
Cotter.
2. Agreement and Plan of Merger among Citadel
Holding Corporation, Craig Merger Sub, Inc.,
Reading Merger Sub., Inc., Craig Corporation, and
Reading Entertainment, dated as of August 17,
2001 (incorporated herein by reference to Annex A
to the joint proxy statement/prospectus contained
in Amendment No. 3 to the Registration Statement
on Form S-4 of Citadel filed with the Securities
and Exchange Commission on December 11, 2001).
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