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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
Craig Corporation
-----------------
(Name of Issuer)
Common Stock, par value $.25 per share
--------------------------------------
(Title of Class of Securities)
224174102
--------------------------------------------------------------
(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 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).
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 224174102 SCHEDULE 13D PAGE 2 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hecco Ventures I, a California general partnership
I.D. No. 95-3813514
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(E) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 617,438
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 617,438
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
617,438
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 224174102 SCHEDULE 13D PAGE 3 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael R. Forman
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(E) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
617,438
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
617,438
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
617,438
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 224174102 SCHEDULE 13D PAGE 4 OF 12 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
5 TO ITEMS 2(d) or 2(E) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,445,864
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
617,438
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,445,864
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
617,438
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,063,302
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
45.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 14 amends and supplements the Schedule 13D dated
February 15, 1985 and Amendments thereto (collectively, the "Schedule 13D")
filed by Hecco Ventures, a California general partnership, the predecessor of
Hecco Ventures I, a California limited partnership which, in turn, is the
predecessor of Hecco Ventures I, a California general partnership ("Hecco
Ventures), together with, among others, from time to time, Michael R. Forman, an
individual and a general partner of Hecco Ventures and James J. Cotter, an
individual and a general partner of a limited partnership which is a general
partner of Hecco Ventures, relating to holdings of shares (the "Shares") of
Common Stock of Craig Corporation, a Delaware corporation (the "Issuer"). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to such terms in the Schedule 13D. The purpose of
this Amendment No. 14 is to report the following transactions:
On May 17, 1996, Mr. Cotter acquired 66,042 shares of the Issuer's
Common Stock in exchange for 67,000 of Class A Common Stock of Reading Company,
a Pennsylvania corporation ("Reading").
Item 3 is amended to add the following:
Item 3. Source and Amount of Funds or Other Consideration.
- -----------------------------------------------------------
The source of funds for Mr. Cotter's acquisition of 66,042 shares of
Issuer's Common Stock was 67,000 shares of Class A Common Stock of Reading.
Item 4 is amended to add the following;
Item 4. Purpose of Transaction.
- --------------------------------
The 66,042 shares of the Issuer's Common Stock were acquired by Mr.
Cotter for investment purposes. Either Mr. Cotter, Mr. Forman or Hecco Ventures
may elect to purchase additional Shares or shares of the Issuer's Class A Common
Preference Stock on the NYSE or Pacific Stock Exchange or in private
transactions. In the future, either Mr. Cotter, Mr. Forman or Hecco Ventures may
decide to sell all or part of their investment in the Issuer, although no party
has a present intention to do so.
Except as set forth in this Item 4, neither Mr. Cotter, Mr. Forman nor
Hecco Ventures have any present plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5 is amended by to add the following:
Item 5. Interest in Securities of the Issuer.
- ----------------------------------------------
(a) As of the date of this Amendment, Hecco Ventures owns
beneficially 617,438 Shares or approximately 14.6% of Issuer's outstanding
Shares. Mr. Cotter owns beneficially 2,063,302 Shares or approximately 45.5% of
Issuer's outstanding shares. These Shares consist of 1,145,864 Shares owned
directly by Mr. Cotter, 300,000 shares owned beneficially representing the fully
vested shares under the Option and his beneficial ownership of the 617,438
Shares owned by Hecco Ventures. In addition, Hecco Ventures owns beneficially
51,700 shares of Issuer's Class A Common Preference Stock. Mr. Cotter owns
beneficially 129,200 shares of Issuer's Class A Common Preference Stock, which
includes his beneficial interest in Hecco Venture's 51,700 shares.
Page 5 of 12
<PAGE>
(b) Mr. Cotter has sole voting and dispositive power with respect to
1,445,864 Shares and shared voting and dispositive power with respect to 617,438
Shares. Mr. Forman has shared voting and dispositive power with respect to
617,438 Shares.
(c) On May 17, 1996, Mr. Cotter acquired 66,042 shares of the Issuer's
Common Stock from the Issuer, pursuant to a Stock Exchange Agreement attached
hereto as Exhibit A. In exchange therefore, Mr. Cotter transferred 67,000 shares
of Reading Class A Common Stock to the Issuer. 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 shares of Common Stock of the Issuer 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 the Issuer to
acquire the 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 shares of
the Issuer's Common Stock acquired in this transaction.
Item 6 is amended to add the following:
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
- ------------------------------------------------------------------------------
to Securities of the Issuer.
- ---------------------------
Item 6 is amended to add the following:
See item 5(c) above for a description of a right-of-first-refusal held
by the Issuer with respect to the 66,042 shares of Common Stock acquired by Mr.
Cotter.
Item 7. Material to be Filed as Exhibits.
- ------------------------------------------
Exhibit A -- Stock Exchange Agreement dated May 17, 1996.
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: May 23, 1996 HECCO VENTURES I,
a California general partnership
By: Cinerama, Inc., a partner
By: /s/ BRADLEY J. NEEL
-------------------------
Bradley J. Neel,
Secretary
/s/ IRA LEVIN
-------------------------------
Michael R. Forman,
an individual, by Ira S. Levin,
his attorney-in-fact
/s/ IRA LEVIN
-------------------------------
James J. Cotter,
an individual, by Ira S. Levin,
his attorney-in-fact
Page 6 of 12
<PAGE>
Exhibit Index
-------------
Sequentially
Exhibit Numbered Page
- ----------------------------------- -------------
A - Stock Exchange Agreement 8
Page 7 of 12
<PAGE>
EXHIBIT A
---------
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 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
Page 8 of 12
<PAGE>
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.
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
Page 9 of 12
<PAGE>
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.
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 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:
Page 10 of 12
<PAGE>
(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.
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.
Page 11 of 12
<PAGE>
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
Page 12 of 12
