-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CLKL+HiDcWM6+o5y+5lCfjFFvFieL1xS94Aa9xP3TSdQOkrZeX1cGEbjyB0ZB+Lf BrERTd6s0wyAVtBuYA5thA== 0000898430-96-002176.txt : 19960522 0000898430-96-002176.hdr.sgml : 19960522 ACCESSION NUMBER: 0000898430-96-002176 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960521 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: READING CO CENTRAL INDEX KEY: 0000082334 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 236000773 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07710 FILM NUMBER: 96570568 BUSINESS ADDRESS: STREET 1: ONE PENN SQ WEST STREET 2: 30 S 15TH ST, STE 1300 CITY: PHILADELPHIA STATE: PA ZIP: 19102-4813 BUSINESS PHONE: 2155693344 MAIL ADDRESS: STREET 1: ONE PENN SQ WEST STREET 2: 30 S 15TH ST, STE 1300 CITY: PHILADELPHIA STATE: PA ZIP: 19102-4813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAIG CORP CENTRAL INDEX KEY: 0000110985 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 951620188 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 550 S HOPE STREET STREET 2: SUITE 1825 CITY: LOS ANGELES STATE: CA ZIP: 90071-2633 BUSINESS PHONE: 3106596641 MAIL ADDRESS: STREET 1: 550 S HOPE STREET STREET 2: SUITE 1825 CITY: LOS ANGELES STATE: CA ZIP: 90071-2633 FORMER COMPANY: FORMER CONFORMED NAME: MAGNASYNC CRAIG CORP DATE OF NAME CHANGE: 19691130 SC 13D/A 1 AMENDMENT #8 TO SCHEDULE 13D OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per response...14.90 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8 )* -------- Reading Company - ------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 755332-50-9 ---------------------- (CUSIP Number) S. Craig Tompkins, President, Craig Corporation 550 South Hope Street, Suite 1825, Los Angeles, California 90071 (213) 239-0555 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 17, 1996 --------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D CUSIP No. 755332-50-9 Page 2 of 11 Pages ----------------- ----- ------ =============================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Craig Corporation - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_] (b)[_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,519,526 ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING ------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 2,519,526 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,519,526 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IF ROW (11) 50.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO =============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 11 Pages This Amendment No. 8 amends and supplements Amendment No. 7 of the Schedule 13D, as previously amended (as so amended, the "Schedule 13D"), filed by Craig Corporation, a Delaware corporation ("Craig"), relating to beneficial holdings of shares of Class A Common Stock, $0.01 par value per share of Reading Company, a Pennsylvania corporation ("Reading"). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- The source of funds for Craig's purchase of 67,000 shares of Reading's Class A Stock was 66,042 treasury shares of Craig Common Stock. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- Item 4 is hereby amended to add the following: On May 17, 1996, pursuant to a Stock Exchange Agreement attached hereto as Exhibit 1, Craig acquired an aggregate of 67,000 shares of Reading Class A Stock from James J. Cotter in exchange for 66,042 treasury shares of Craig's authorized but unissued Common Stock. Mr. Cotter is the Chairman of the Board and principal shareholder of Craig and is the Chairman of the Board of Reading. The transaction was unanimously approved by all of the Directors of Craig, with Mr. Cotter abstaining. See Item 5 for other details with respect to the transaction. The purpose of this transaction was to increase the Company's ownership interest in Reading to more than 50%, so as to permit the Company to consolidate with Reading for financial statement purposes. The effect of this transaction was to increase Craig's holdings of Reading Class A Stock from 49.4% to 50.8%. Craig may purchase additional shares of Reading Class A Stock either privately or in open market transactions to bring its ownership interest up to the 55% approved by the Reading Board of Directors. Craig may also seek approval from the Reading Board of Directors to exceed the 55% current limitation and if such approval is obtained may acquire additional shares of Class A Stock above 55% of the shares outstanding. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. ---------------------------------------- Item 5 of the Schedule is hereby amended by this Amendment No. 8 to add the following: 5(a). See Items 11 and 13 of the Cover Page concerning the securities of Reading beneficially owned by Craig. Page 4 of 11 Pages 5(b). See Items 7, 8, 9 and 10 of the Cover Page concerning the calculation of the combined voting power represented by the securities of Reading beneficially owned by Craig. 5(c). On May 17, 1996, Craig acquired 67,000 shares of Reading Class A Stock from Mr. Cotter. In exchange therefore, Craig issued 66,042 treasury shares of its Common Stock (the "Craig Shares"), respectively, to Mr. Cotter. The exchange ratio was determined based upon the relationship between the average closing prices for the 10 trading days ended on April 29, 1996 of Craig Common Stock on the New York Stock Exchange and Reading Class A Stock on the Nasdaq National Market. The Craig Shares received by Mr. Cotter are restricted as to transfer under the Securities Act of 1933, as amended, and are subject for a two-year period to a right-of-first-refusal held by Craig to acquire the Craig Shares at a price of $9.00 per share in the event that Mr. Cotter, determines to sell, assign or convey any interest in any or all of the Craig Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR ------------------------------------------ RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER ------------------------------------------------------ Item 6 of the Schedule is hereby amended by this Amendment No. 8 to add the following: See Item 5(c) above for a description of a right-of-first-refusal held by Craig with respect to the Craig Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- Exhibit 1 - Stock Exchange Agreement dated May 17, 1996. SIGNATURES ---------- After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: May 21, 1996 CRAIG CORPORATION a Delaware corporation By: /s/ S. Craig Tompkins --------------------- S. Craig Tompkins President Page 5 of 11 Pages Exhibit Index -------------
Exhibit Sequentially ------- Numbered Page ------------- Stock Exchange Agreement 6
EX-1 2 STOCK EXCHANGE AGREEMENT Page 6 of 11 Pages EXHIBIT 1 STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT, dated May 17, 1996 (the "Agreement"), is entered into by and between Craig Corporation, a Delaware corporation ("Craig"), James J. Cotter, an individual residing in California ("Cotter"). RECITALS -------- WHEREAS, Cotter owns 67,000 shares (the "Reading Shares") of Class A Common Stock (the "Class A Stock") of Reading Company, a Pennsylvania corporation ("Reading"). WHEREAS, Cotter desires to sell the Reading Shares to Craig, and Craig desires to purchase the Reading Shares in exchange for 66,042 shares of Common Stock of Craig (the "Craig Shares"). ARTICLE 1 EXCHANGE OF STOCK ----------------- 1.1 Exchange of Reading Shares for Craig Shares. Upon the terms and ------------------------------------------- subject to the conditions contained herein, Cotter will sell, convey, transfer, assign and deliver the Reading Shares to Craig, and Craig will accept the Reading Shares from Cotter and in exchange therefor, Craig shall issue and deliver to Cotter the Craig Shares. In connection with said transfer and delivery, Craig shall deliver to Cotter irrevocable instructions, reasonably satisfactory to legal counsel for Cotter, instructing its Transfer Agent to issue the Craig Shares to Cotter, and Cotter shall deliver to Craig irrevocable instructions, reasonably satisfactory to Craig's legal counsel, sufficient to transfer the Reading Shares to Craig. ARTICLE 2 REPRESENTATIONS AND WARRANTIES BY CRAIG --------------------------------------- Craig represents and warrants to Cotter that as of the date hereof: 2.1 Organization, Good Standing. Craig is a corporation duly --------------------------- organized, validly existing and in good standing under the laws of the State of Delaware. 2.2 Craig Shares. Upon issuance and delivery in the manner herein ------------ described, the Craig Shares will be duly authorized and Page 7 of 11 Pages validly issued, fully paid and nonassessable shares of Common Stock of Craig, free of preemptive rights, duly listed on the New York and Pacific Stock Exchanges. 2.3 Authority Relative to this Agreement. The execution, delivery ------------------------------------ and performance of, and compliance with, this Agreement and the issuance of the Craig Shares in exchange for the Reading Shares have been duly authorized by all necessary corporate action on the part of Craig, and this Agreement is a valid and binding agreement of Craig enforceable in accordance with its terms, except as such enforcement is subject to any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors' rights generally and general principles of equity. No consent, license, approval or authority of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery and performance of this Agreement by Craig or the issuance of the Craig Shares hereunder, other than has been obtained. 2.4 Brokers or Finders. Cotter will not have any obligation to pay ------------------ any broker's, finder's, investment banker's, financial advisor's or similar fee in connection with this Agreement or the transactions contemplated hereby by reason of any action taken by or on behalf of Craig. 2.5 Investment Intent. The Reading Shares being acquired by Craig ----------------- hereunder are being acquired for Craig's own account and not with the view to, or for resale in connection with, any distribution other than resales made in compliance with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Act"). Craig understands that the Reading Shares have not been registered under the Act by reason of available exemptions from the registration and prospectus delivery requirements of the Act, that such Reading Shares must be held indefinitely unless such Reading Shares are registered under the Act or unless any transfer is exempt from registration, and that the reliance of the Reading Shareholders upon these exemptions is predicated in part upon these representations and warranties by Craig. 2.6 Investment Purposes. Craig acknowledges and agrees that it is ------------------- acquiring the Reading Shares for investment purposes and will not transfer the Reading Shares if such a transfer would be in violation of the Securities Act of 1933, as amended. Page 8 of 11 Pages ARTICLE 3 REPRESENTATIONS AND WARRANTIES BY COTTER ---------------------------------------- Cotter hereby represents and warrants to Craig that as of the date hereof: 3.1 Authority Relative to this Agreement. The execution, delivery ------------------------------------ and performance of, and compliance with, this Agreement and the terms of the Exchange have been duly authorized by all necessary action on the part of Cotter, and this Agreement is a valid and binding agreement of Cotter enforceable in accordance with its terms, except as such enforcement is subject to any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors' rights generally and general principles of equity. No consent, license, approval or authority of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery and performance of this Agreement by Cotter or the performance of the Exchange. 3.2 Investment Intent. The Craig Shares being acquired by Cotter ----------------- hereunder are being acquired for Cotter's own account and not with the view to, or for resale in connection with, any distribution other than resales made in compliance with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Act"). Cotter understands that the Craig Shares have not been registered under the Act by reason of available exemptions from the registration and prospectus delivery requirements of the Act, that such Craig Shares must be held indefinitely unless such Craig Shares are registered under the Act or unless any transfer is exempt from registration, and that the reliance of Craig upon these exemptions is predicated in part upon these representations and warranties by Cotter. 3.3 Legend. Cotter acknowledges and agrees that the certificates ------ representing the Craig Shares shall bear the following (or substantially equivalent) legend on the face or reverse side thereof: THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RIGHT OF FIRST REFUSAL EXPIRING MAY 16, 1998 SET FORTH IN THE STOCK EXCHANGE AGREEMENT DATED MAY 17, 1996 BETWEEN CRAIG CORPORATION AND JAMES J. COTTER AND THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT OR UNLESS, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF SAID ACT. Page 9 of 11 Pages Any stock certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such (or substantially equivalent) legend unless, in the opinion of counsel for Craig, the securities represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities laws. Craig shall not be required to transfer on its books any certificate for securities in violation of the provisions of such legend. 3.4 Brokers or Finders. Craig has not nor will it have any ------------------ obligation to pay any broker's, finder's, investment banker's, financial advisor's, or similar fee in connection with this Agreement or the transactions contemplated hereby by reason of any action taken by Cotter. 3.5 Title to the Reading Shares. Cotter owns beneficially 100% of --------------------------- the Reading Shares, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature. Neither Cotter nor any individual, corporation, entity or person having or claiming any interest in, or with respect to, any of the Reading Shares owned by Cotter has any such claim or interest, or have any right to claim or receive any other payment or consideration with respect to such Reading Shares against or from Craig at or after the date hereof. ARTICLE 4 MISCELLANEOUS PROVISIONS ------------------------ 4.1 Amendment and Modification. This Agreement may be amended, -------------------------- modified or supplemented only by a written agreement executed by Craig and Cotter. 4.2 Waiver of Compliance; Consents. Except as otherwise provided in ------------------------------ this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 4.2. 4.3 Notices. All notices, requests, consents and other ------- communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or by telecopy or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt Page 10 of 11 Pages requested, postage prepaid, addressed to such party at the address set forth below or at such other address as may hereafter be designated in writing by such party to the other parties: (a) if to Craig, to: Craig Corporation 550 S. Hope Street, Suite 1825 Los Angeles, CA 90071 Attn: Craig Tompkins Tel: (213) 239-0555 FAX: (213) 239-0548 with a copy to: Troy & Gould Professional Corporation 1801 Century Park East, 16th Floor Los Angeles, CA 90067 Attn: James C. Lockwood, Esq. Tel: (310) 553-4441 FAX: (310) 201-4746 (b) if to Cotter, to: James J. Cotter 120 North Robertson Blvd. Los Angeles, California 90048 Tel: (310) 659-5647 Fax: (310) 858-1449 with a copy to: Ira Levin, Esq. 120 North Robertson Blvd. Los Angeles, California 90048 Tel: (310) 855-8416 Fax: (310) 652-6490 All such notices, requests, consents and other communications shall be deemed to have been delivered (a) in the case of personal delivery or delivery by telecopy, on the date of such delivery, (b) in the case of dispatch by nationally-recognized overnight courier, on the next business day following such dispatch and (c) in the case of mailing, on the third business day after the posting thereof. 4.4 Governing Law. This Agreement shall be governed by the laws of ------------- the State of California (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. Page 11 of 11 Pages 4.5 Counterparts. This Agreement may be executed in counterparts, ------------ each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4.6 Entire Agreement. This Agreement, embodies the entire agreement ---------------- and understanding of the parties hereto in respect of the transactions contemplated by this Agreement. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such transactions. 4.7 Right of First Refusal. Cotter agrees that during the period ---------------------- ending May 16, 1998, before he may sell, assign or convey any interest in any or all of the Craig Shares, he will notify Craig in writing and Craig will have the right to purchase any of the Craig Shares proposed to be sold, assigned or conveyed at a price of $9.00 per share by delivering payment against delivery of the shares within 10 business days of the date of the written notice. 4.8 Further Assurances. Craig and Cotter agree that subsequent to ------------------ the date hereof, they will execute and deliver any and all documents, certificates or instructions, if any, necessary to consummate the transfer of the Reading Shares and the Craig Shares pursuant to the terms hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused this Agreement to be duly executed on their respective behalf by their respective officers thereunto duly authorized, as of the day and year first above written. CRAIG CORPORATION By: /s/ S. Craig Tompkins --------------------- Name: S. Craig Tompkins Title: President /s/ James J. Cotter ------------------- JAMES J. COTTER
-----END PRIVACY-ENHANCED MESSAGE-----