SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Citadel Holding Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Class B Voting Common Stock, $0.01 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
172862104
--------------------------------------------------------------------------------
(CUSIP Number)
S. Craig Tompkins
President, Craig Corporation
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
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 17, 2001
--------------------------------------------------------------------------------
(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)
--------------------------------------------------------------------------------
Page 1
CUSIP NO. 172862 10 4
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Reading Entertainment, Inc.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 5 below.
-----------------------------------------------------------
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.
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
CO
------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Page 2
CUSIP NO. 172862 10 4
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Craig Corporation.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 5 below.
-----------------------------------------------------------
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.
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
CO
------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Page 3
CUSIP NO. 172862 10 4
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
James J. Cotter
SS# 071-28-1379
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 5 below.
-----------------------------------------------------------
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.
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Page 4
ITEM 1. SECURITY AND ISSUER.
This statement relates to the class B voting common stock, $.01 par value
("Citadel Class B Stock"), of Citadel Holding Corporation, a Nevada corporation
("Citadel"). The principal executive offices of Citadel 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": Reading Entertainment, Inc., a Nevada corporation
("Reading"), 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 Citadel Common Stock,
and this joint statement of the Reporting Persons is hereinafter referred to as
the "Statement". This Statement amends prior Schedules 13D filed by each of the
"Reporting Persons" with respect to their ownership of Citadel Common Stock.
This Statement constitutes Amendment No. 2 to Cotter's Schedule 13D, Amendment
No. 32 to Craig's Schedule 13D, and Amendment No. 6 to Reading's Schedule 13D.
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.
Reading has its principle executive offices at 550 South Hope Street, Suite
1825, Los Angeles, California 90071. Reading is 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 Citadel, Reading and Craig. 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
Citadel Class B 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
proxy statement/prospectus of the three companies made part of the
--------------------------------------------------------------------------------
Page 5
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
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 shares of Citadel Class A Nonvoting Common
Stock, par value $0.01 per share (the "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 Citadel stock options to be assumed by Citadel in connection
with the Consolidation, and (d) the amendment of Citadel's Articles of
Incorporation to change the name of Citadel to "Reading International, 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 the approval of the
foregoing matters.
ITEM 4. PURPOSE OF THE TRANSACTION.
Items (b)(e)(h). Each of the Reporting Persons may be deemed to own
beneficially all the Citadel Class B Stock owned beneficially by all the
Reporting Persons by virtue of their agreement to vote the Citadel Class B 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 assure stockholder approvals of the issuance of the Citadel Class
A Stock and Citadel Class B Stock, the Merger Agreement, and the amendment of
the Citadel 1999 Stock Option Plan and to help to assure stockholder approval of
the change of Citadel's name to "Reading International, Inc." at the Joint
Meetings. These 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). By virtue of the Voting Covenant, Cotter may be deemed to
beneficially own 980,863 shares of Citadel Class B Stock, representing 49.3% of
the outstanding Citadel Class B Stock. Mr. Cotter is the record owner 327,608
shares over which he has sole dispositive power. This represents 16.5% of the
outstanding Citadel Class B Stock. By virtue of the Voting Covenant, Mr. Cotter
may be deemed to have shared voting power over such shares with the other
Reporting Persons.
Reading, by virtue of the Voting Covenant, may be deemed to beneficially
own 980,863 shares of Citadel Class B Stock, representing 49.3% of the
outstanding Citadel Class B Stock. Reading is the record owner of 422,734 shares
over which it has sole dispositive power. This represents 21.25% of the
outstanding Citadel Class B Stock. By virtue of the Voting Covenant, Reading may
be deemed to have shared voting power over such shares with the other Reporting
Persons.
Craig, by virtue of the Voting Covenant, may be deemed to beneficially own
980,863 shares of Citadel Class B Stock, representing 49.3% of the outstanding
Citadel Class B Stock. Craig is the record owner of 230,521 shares over which it
has sole dispositive power. This represents 12.2% of the outstanding Citadel
Class B Stock. By virtue of the Voting Covenant, Craig may be deemed to have
shared voting power over such shares with the other Reporting Persons.
The percentages of ownership reported above are based upon the 1,989,585
shares of Citadel Class B Stock stated by Citadel to be outstanding in its most
recently available filing with the Securities and Exchange Commission.
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 Citadel Class A
Stock during the past 60 days.
--------------------------------------------------------------------------------
Page 6
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, none of the
Reporting Persons, nor, to the best knowledge of the Reporting Persons, any
person listed in Annexes 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
-------------- -----------
1 Joint Filing Agreement Among Reading, Craig 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, Inc., 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).
--------------------------------------------------------------------------------
Page 7
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
Reading Entertainment, Inc.
By: /s/ Andrzej Matyczynski
--------------------------------------------
Name: Andrzej Matyczynski
Title: Chief Financial Officer
--------------------------------------------
Craig Corporation
By: /s/ Andrzej Matyczynski
--------------------------------------------
Name: Andrzej Matyczynski
Title: Chief Financial Officer
--------------------------------------------
/s/ James J. Cotter
--------------------------------------------
Name: James J. Cotter
--------------------------------------------------------------------------------
Page 8
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF READING ENTERTAINMENT, INC.
The names and present principal occupations of the directors and
executive officers of Reading Entertainment, Inc. 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 Business Address
---- ------ --------------------
James J. Cotter Chairman of the Board and Chief Executive In addition to positions previously
Officer noted, Mr. Cotter is also Chairman of the
Board and Chief Executive Officer of
Citadel and Craig. All three companies'
business address is 550 South Hope
Street, Suite 1825, Los Angeles,
California 90071.
Robert F. Smerling President and a Director In addition to the positions previously
noted, Mr. Smerling is also the President
of City Cinemas/Citadel Cinemas, Inc.
Robert M. Loeffler Director Mr. Loeffler is also a director of Craig.
Kenneth S. McCormick Director Mr. McCormick's business address is the
same as noted above with respect to Mr.
Cotter.
Brett Marsh Vice President-Real Estate In addition to the position noted, Mr.
Marsh is also the Vice President of Real
Estate of Citadel.
Andrzej Matyczynski Chief Administrative Officer and Chief In addition to the positions noted, Mr.
Financial Officer Matyczynski is also the Chief Financial
Officer and Treasurer of Citadel and
Craig.
Eugene Cheah Financial Controller, Australia and New Mr. Cheah's business address is the same
Zealand as noted above with respect to Mr. Cotter.
--------------------------------------------------------------------------------
Page 9
Ellen M. Cotter Vice President, Business affairs; In addition to the positions noted, Ms.
President of Reading Entertainment Cotter is also the Vice President,
Australia Pty, Ltd. business affairs, of Craig.
David Lawson Director of Real Estate Development, Mr. Lawson's business address is the same
Australia and New Zealand as noted above with respect to Mr. Cotter.
Neil Pentecost Chief Operating Officer, Australia and Mr. Pentecost's business address is the
New Zealand same as noted above with respect to Mr.
Cotter.
--------------------------------------------------------------------------------
Page 10
ANNEX B
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 and Chief Executive In addition to the positions noted, Mr.
Officer Cotter is also the Chairman of the Board
and Chief Executive Officer of Citadel
and Reading. 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 and a Director of Reading, and
Corporate Secretary and Vice Chairman of
the Board 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, which has the same address
Craig, as noted above with respect to Mr.
Cotter.
--------------------------------------------------------------------------------
Page 11
Principle Occupation or Employment and
Name Office Address
---- ------- ---------------------
Andrzej Matcyzynski Chief Financial Officer and Treasurer Mr. Matcyzynski is also the Chief
Administrative Officer and Chief
Financial Officer of Reading, and Chief
Financial Officer and Treasurer of
Citadel.
Ellen M. Cotter Vice President, Business Affairs In addition to the position noted, Ms.
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.
--------------------------------------------------------------------------------
Page 12
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
1 Joint Filing Agreement Among Reading, Craig 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, Inc.,
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).
--------------------------------------------------------------------------------
Page 13