SC 13E3/A 1 dsc13e3a.txt AMENDMENT #3 TO SCHEDULE 13E-3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 3) Reading Entertainment, Inc. (Name of Issuer) Reading Entertainment, Inc. Citadel Holding Corporation Craig Corporation Craig Merger Sub, Inc. Reading Merger Sub, Inc. James J. Cotter (Names of Persons Filing Statement) Common Stock, Par Value $0.001 Per Share CUSIP Number 755358108 (Title and CUSIP Number of Each Class of Securities) S. Craig Tompkins, Vice Chairman Reading Entertainment, Inc. 550 S. Hope Street, Suite 1825 Los Angeles, California 90071 (213) 239-0555 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement) Copies to:
Michael J. Bonner, Esq. Craig H. Norville, Esq. Dale E. Short, Esq. Kummer Kaempfer Jones Vargas Troy & Gould Professional Bonner & Renshaw 3773 Howard Hughes Parkway Corporation 3800 Howard Hughes Parkway, Third Floor South 1801 Century Park East, 16th Floor 7th Floor Las Vegas, Nevada 89109 Los Angeles, California 90067 Las Vegas, Nevada 89109 (702) 734-2220 (310) 553-4441 (702) 792-7000
This statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [X] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [X] Check the following box if the filing is a final amendment reporting the results of the transaction: [ ] CALCULATION OF FILING FEE ================================================================================ Transaction Valuation(1) Amount of Filing Fee(2) -------------------------------------------------------------------------------- $15,643,664 $3,129 ================================================================================ (1) In accordance with Rule 0-11(b)(2) and (a)(4) under the Securities Exchange Act of 1934, the "Transaction Value" has been calculated based on the average of the high and low sale prices of Common Stock on November 8, 2001, the most recent date that trading occurred, as reported on The Nasdaq Stock Market as follows: 7,449,364 shares of Common Stock at $2.10 per share. (2) The amount of the filing fee equals 1/50th of 1% of the "Transaction Valuation." [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $12,366(1) Form or Registration No.: Reg. No. 333-68364 Filing Party: Citadel Holding Corporation Date Filed: August 24, 2001 ------- (1) Of the amount previously paid, $3,797 has been offset against the fee payable in connection with the Rule 13e-3 Transaction Statement being filed concurrently by Craig Corporation. SCHEDULE 13E-3 INTRODUCTORY NOTE Consolidation Agreement ----------------------- This Amendment No. 3 (this "Final Amendment") is the final amendment to and supplements the Rule 13e-3 Transaction Statement, as amended by Amendments Nos. 1 and 2 thereto, relating to the consolidation transaction contemplated by the Agreement and Plan of Merger, dated as of August 17, 2001(the "Consolidation Agreement"), among Reading Entertainment, Inc., a Nevada corporation ("Reading"), Craig Corporation, a Nevada corporation ("Craig"), Citadel Holding Corporation, a Nevada corporation ("Citadel"), Craig Merger Sub, Inc., a Nevada corporation ("Craig Merger Sub"), and Reading Merger Sub, Inc., a Nevada corporation ("Reading Merger Sub"). Completion of the Consolidation and Conversion of Stock and Options ------------------------------------------------------------------- This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Securities Exchange Act of 1934 (the "Exchange Act") to report the completion on December 31, 2001 of the consolidation transaction. On December 31, 2001, the stockholders of Citadel approved of the issuance of Citadel nonvoting common shares in the consolidation and the respective stockholders of Craig and Reading approved of the Consolidation Agreement at joint meetings of the stockholders of the three companies. The "effective time" of the consolidation was the time of the filing of the respective Articles of Merger of Reading and Craig with the Nevada Secretary of State, which occurred on December 31, 2001. At the effective time, Reading Merger Sub merged with and into Reading, and Craig Merger Sub merged with and into Craig, with the result that Reading and Craig became wholly owned subsidiaries of Citadel, and Reading stockholders and Craig stockholders became stockholders of Citadel as described in the following paragraphs. Reading 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 Citadel nonvoting common stock. Craig Common Stock and Common Preference Stock 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 Citadel nonvoting common stock. Reading and Craig Options At the effective time, each outstanding stock option of Reading and Craig was assumed by Citadel and become an option to purchase an equivalent number (based on the foregoing conversion ratios) of shares of either Citadel voting common stock or nonvoting common stock, at each option holder's election. Delisting and Deregistration of Reading Common Stock ---------------------------------------------------- On December 31, 2001, Reading filed with the Securities and Exchange Commission a Certification and Notice of Termination on Form 15 in order to terminate in accordance with Rule 12g-4 under the Exchange Act the registration of Reading common stock under Section 12(g) of the Exchange Act. As of that date, Reading's obligation to file information, documents and reports under Section 13 of the Exchange Act with respect to its common stock was suspended in accordance with Rule 12h-3 under the Exchange Act. In addition, Reading notified The Nasdaq Stock Market to cease quotations for Reading common stock as of the opening of business on January 2, 2002. 1 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. READING ENTERTAINMENT, INC. Date: December 31, 2001 By: /s/ James J. Cotter ------------------- James J. Cotter Chairman CRAIG CORPORATION By: /s/ James J. Cotter ------------------- James J. Cotter Chairman CITADEL HOLDING CORPORATION By: /s/ James J. Cotter ------------------- James J. Cotter Chairman READING MERGER SUB, INC. By: /s/ James J. Cotter ------------------- James J. Cotter Chairman CRAIG MERGER SUB, INC. By: /s/ S. Craig Tompkins ------------------- S. Craig Tompkins President /s/ James J. Cotter ------------------- JAMES J. COTTER