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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Craig Corporation
________________________________________________________________________________
(Name of Issuer)
Class A Common Preference Stock
________________________________________________________________________________
(Title of Class of Securities)
224174201
_______________________________________________________________
(CUSIP Number)
James C. Lockwood, 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)
May 23, 1995
_______________________________________________________________
(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).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 3352753021 PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Cotter
SS#: ###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 77,500
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
51,700
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 77,500
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
51,700
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
129,200
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 2 amends and supplements the Schedule 13D dated May 22,
1992, as amended by Amendment No. 1 dated January 18, 1994 (the "Schedule 13D")
filed by James J. Cotter, an individual, relating to holdings of shares of Class
A Common Preference Stock (the "Preference Stock") of Craig Corporation, a
Delaware corporation (the "Issuer"). All capitalized terms and herein and not
otherwise defined shall have the respective meanings assigned to such terms in
the Schedule 13D. The purpose of this Amendment No. 2 is to report (i) certain
purchases of Class A Common Preference Stock by Mr. Cotter on May 23, 1995, (ii)
the cancellation on June 12, 1995 of options held by Mr. Cotter to purchase
175,000 shares of Preference Stock and (iii) an amendment to the partnership
agreement of Hecco Ventures I, a California limited Partnership ("HVI")
converting it to Hecco Ventures I, a California general partnership ("Hecco
Ventures") effective June 15, 1995.
Item 1 is amended and restated to read as follows:
Item 1. Security and Issuer.
- ----------------------------
This Statement relates to the shares of Class A Common Preference Stock of
Craig Corporation, a Delaware corporation, with its principal executive offices
located at 550 South Hope Street, Suite 1825, Los Angeles, CA 90071.
Item 2 is amended and restated to read as follows:
Item 2. Identity and Background.
- --------------------------------
This Statement is being filed by James J. Cotter, whose business address is
550 South Hope Street, Suite 1825, Los Angeles, CA 90071. Mr. Cotter's
principal occupation and employment are: Chairman of the Board of the Issuer,
Reading Company (whose address is The Graham Building, One Penn Square West, 30
South 15th Street, Suite 1300, Philadelphia, Pennsylvania 19102) and Citadel
Holding Corporation (whose address is the same as Mr. Cotter's); and Executive
Vice President of The Decurion Corporation ("Decurion"). Decurion's address is
120 N. Robertson Blvd., Los Angeles, California 90048, and it is primarily
engaged in motion picture exhibition business. Mr. Cotter has never been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has he been 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. Mr.
Cotter is a citizen of the United States.
Item 3 is hereby amended to add the following:
Item 3. Source and Amount of Funds or Other Consideration.
- ----------------------------------------------------------
On May 23, 1995, Mr. Cotter purchased 22,000 shares of Preference Stock on the
NYSE at a price of $8 1/2 plus commissions for an aggregate purchase price of
$188,100. Of these shares, 7,000 shares were purchased for Mr. Cotter's Keogh
account and 15,000 shares were purchased directly for Mr. Cotter's account. The
above Shares purchased by Mr. Cotter were purchased at a brokerage firm
involving normal and customary margin borrowing.
On June 12, 1995, Mr. Cotter agreed to cancel his fully vested options to
purchase 175,000 shares of Preference Stock in consideration of the extension of
his consulting agreement with the Issue for an additional year and the granting
of an option to purchase 300,000 shares of Issuer's Common Stock.
Page 3 of 5 Pages
<PAGE>
Item 4 is hereby amended to add the following:
Item 4. Purpose of Transaction.
- -------------------------------
The shares of Preference Stock purchased by Mr. Cotter were acquired for
investment purposes. Mr. Cotter may elect to purchase additional shares of
Preference Stock or shares of the Issuer's Common Stock on the NYSE or Pacific
Stock Exchange or in private transactions. In the future, Mr. Cotter may decide
to sell all or part of his investment in the Issuer, although he has no present
intention to do so.
Except as set forth in this Item 4, Mr. Cotter does not have any present plans
or proposals that relate to or would result in any of the activities specified
in clauses (a) through (i) of item 4 of Schedule 13D.
Item 5 is hereby amended to add the following:
Item 5. Interest in Securities of the Issuer.
- ---------------------------------------------
(a) As of the date of this Amendment, Mr. Cotter is the beneficial owner of
129,200 shares of Preference Stock, representing approximately 7.9% of
the outstanding shares. Of these shares 77,500 are owned directly by Mr.
Cotter and 51,700 shares are owned beneficially as a result of Mr. Cotter
being the general partner of a limited partnership that is a general
partner of Hecco Ventures, which owns the 51,700 shares. In addition,
Mr. Cotter is the beneficial owner of 1,997,260 shares of the Issuer's
Common Stock. These shares of Common Stock consist of 1,079,822 shares
owned directly by Mr. Cotter, 300,000 shares representing the fully
vested shares with respect to a stock option granted to Mr. Cotter by the
Issuer on June 12, 1995 (of which 125,000 shares are subject to
divestiture under certain circumstances) and his beneficial ownership of
the 617,438 shares owned by Hecco Ventures.
(b) Mr. Cotter has the sole voting and dispositive power with respect to
77,500 shares of Preference Stock and shared voting and dispositive power
with respect to an additional 51,700 shares of Preference Stock.
(c) Effective June 12, 1995, the Issuer and Mr. Cotter agreed to cancel Mr.
Cotter's fully vested option to purchase 175,000 shares of Preference
Stock at an exercise price of $10.50 per share.
(d) On May 23, 1994, Mr. Cotter purchased 22,000 shares of Preference Stock
on the NYSE for an aggregate consideration of $188,100. Of these shares,
7,000 were purchased for Mr. Cotter's Keogh account and 15,000 shares
were purchased directly for Mr. Cotter's account.
Item 6. Contracts, Arrangements, Understanding or Relationships with
- ----------------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
All prior voting arrangements and agreements between Mr. Cotter, HVI and
Michael R. Forman with respect to the voting of shares of Preference Stock and
shares of the Issuer's Common Stock have been terminated effective June 15,
1995.
Item 7. Material to be Filed as Exhibits.
- -------------------------------------------
None
Page 4 of 5 Pages
<PAGE>
SIGNATURES
----------
After reasonable 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.
Date: June 28, 1995
/S/ James J. Cotter
------------------------------------------------
James J. Cotter,
an individual
Page 5 of 5
