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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. 6 )*
--------
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)
December 4, 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. 755332-50-9 Page 2 of 8 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRAIG CORPORATION
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(E) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 2,428,676
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,428,676
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,428,676
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
49.0
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 7 Pages
This Amendment No. 6 amends and supplements Amendment No. 5 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 1. SECURITY AND ISSUER.
-------------------
Following is the text of Item 1 of the Schedule as restated and amended by
this Amendment No. 6.
This Statement relates to the shares of Class A Common Stock, par value $.01
per share (the "Reading Class A Stock" or the "Shares") of Reading, with its
principal executive offices located at One Penn Square West, 30 South Fifteenth
Street, Suite 1300, Philadelphia, Pennsylvania 19102.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
Following is the text of Item 2 of the Schedule as restated and amended by
this Amendment No. 6.
(a), (b) and (c) This Amendment No. 6 to the Statement is being filed by
Craig Corporation, a Delaware corporation ("Craig"). The address of Craig's
principal business is 550 S. Hope Street, Suite 1825, Los Angeles, California
90071. The principal business of Craig is the ownership and strategic
management of its significant holdings, which include ownership interests in
Stater Bros. Holdings Inc., Citadel Holding Corporation ("Citadel") and Reading.
Set forth below is a list of the names, business addresses and principal
occupations of the executive officers and directors of Craig, each person
controlling Craig and the executive officers and directors or general partners
of each such person.
Executive officers and directors of Craig Corporation:
<TABLE>
<CAPTION>
Name and Business Present Principal
Office Address Occupation
- ------------------------- ------------------------------ ----------------------------------
<S> <C> <C>
James J. Cotter 550 S. Hope Street, Suite 1825 Chairman of the Board of Craig,
Chairman of the Board Los Angeles, CA 90071 Reading and Citadel, and
Executive Vice President of the
Decurion Corporation
S. Craig Tompkins 550 S. Hope Street, Suite 1825 President of Craig and Reading,
President and Los Angeles, CA 90071 Vice Chairman of the Board,
Director Secretary and Principal
Accounting Officer of Citadel,
and a member of the Board of
Directors of Reading and Citadel
</TABLE>
<PAGE>
Page 4 of 7 Pages
<TABLE>
<CAPTION>
Name and Business Present Principal
Office Address Occupation
- ------------------------- ------------------------------ ----------------------------------
<S> <C> <C>
William D. Gould 1801 Century Park E., 16th Fl. Attorney at law, member of law
Director Los Angeles, CA 90067 firm of Troy & Gould Professional
Corporation and Director of
Citadel
Edward L. Kane 7405 High Ave. Director of Reading
Director La Jolla, CA 92037
Gerald P. Laheney 1101 Brickell Ave., Suite 1401 Portfolio Manager, Investment
Director Miami, FL 33131 Resources International, and a
Director of Reading
Ralph B. Perry III 523 W. Sixth Street, Ste 1130 Attorney at law, member of law
Director Los Angeles, CA 90014 firm of Graven, Perry, Block,
Brody & Qualls, a Professional
Corporation and a Director of
Reading
Robin Skophammer 550 S. Hope Street, Suite 1825 Chief Financial Officer and
Chief Financial Los Angeles, CA 90071 Treasurer of Craig
Officer and Treasurer
</TABLE>
Persons Controlling Craig Corporation:
James J. Cotter has sole voting power as to 1,079,822 shares of the Common
Stock of Craig owned of record by Mr. Cotter, and shared voting power, as a
general partner, as to 617,438 shares owned of record by Hecco Ventures I, a
general partnership. In addition, Mr. Cotter has a beneficial interest in
300,000 shares of Common Stock pursuant to an exercisable stock option. Such
shares of Craig Common Stock aggregate 1,997,260 shares, representing
approximately 43.5% of the issued and outstanding shares of Common Stock.
In addition, Mr. Cotter has sole voting power with respect to 77,500 shares of
Class A Common Preference Stock of Craig ("Class A Stock") and has shared voting
power as a general partner with respect to 51,700 shares of Class A Stock owned
by Hecco Ventures I, which shares represent in the aggregate approximately 7.9%
of the issued and outstanding shares of Class A Stock. As such, Mr. Cotter may
be deemed to be a controlling person of Craig. For information concerning Mr.
Cotter, see above.
(d) During the past five years, no person listed above has been convicted in a
criminal proceeding (excluding traffic violation or similar misdemeanors).
(e) During the past five years, no person listed above has 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
<PAGE>
Page 5 of 7 Pages
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Each natural person listed above is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 of the Schedule is hereby amended by this Amendment No. 6 to add the
following:
The source of funds for Craig's purchase of 116,019 shares of Reading's Class
A Stock is working capital. The total net consideration amounted to
approximately $1,025,455.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 of the Schedule is hereby amended by this Amendment No. 6 to add the
following:
Reading and Craig have formed Reading International Cinemas LLC, a Delaware
limited liability company (the "LLC") and have entered into an agreement with
respect to the LLC. The LLC, which is owned equally by Reading and Craig, was
formed to develop, own, lease and operate (through one or more intermediate
entities) motion picture exhibition theaters in Australia.
Craig may from time to time consider and discuss with management of Reading
other joint acquisitions or other transactions with Reading relating to the
"beyond the home" entertainment sector or other lines of business that may be
pursued by Reading, which could include transactions of the sort described in
paragraphs (a) through (j) of Item 4 of Schedule 13D ("Covered Transactions").
Except as described in this Item 4, however, there is no present plan or
proposal by Craig with respect to any Covered Transaction.
The officers and directors of Craig who also serve as officers or directors of
Reading (the "Common Management") may from time to time have information with
respect to and be involved in decision making with respect to possible Covered
Transactions of Reading. To the extent that any Covered Transaction is
developed or proposed by or on behalf of Reading or others, rather than by
Craig, Craig does not intend to make preemptive disclosure of such matters in
filings on Schedule 13D based upon the knowledge or involvement of the Common
Management. Given the dual capacities of the Common Management and the
resulting importance of independent Craig Board approval of any Covered
Transaction involving Reading, it is unlikely that any plan or proposal of
Reading for a Covered Transaction involving Craig may be properly characterized
as a plan
<PAGE>
Page 6 of 7 Pages
or proposal of Craig absent appropriate action of the Board of Directors of
Craig. Accordingly, the absence of any disclosure of possible Covered
Transactions by Craig should not be interpreted as an indication that no Covered
Transaction is being considered or acted upon by Reading at any given point in
time.
Craig may from time to time purchase additional shares of Reading Class A
Stock for investment purposes, however, Craig does not currently intend to
increase its share ownership percentage to more than 49.9% (an additional 46,975
shares).
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
----------------------------------------
Item 5 of the Schedule is hereby amended by this Amendment No. 6 to add the
following:
5(a). See Items 11 and 13 of the Cover Page concerning the securities of
Reading beneficially owned by Craig.
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.
Craig has engaged in the following transactions in Class A Stock of Reading,
all of which were effectuated in the over-the-counter market:
<TABLE>
<CAPTION>
Date Shares Purchased Price Per Share
--------- ---------------- ---------------
<S> <C> <C>
3/31/93 1,000 $ 10.25
5/10/93 21,300 $10.125
9/19/95 10,300 $ 9.75
9/20/95 5,000 $ 9.50
9/21/95 17,719 $9.6074
10/11/95 7,500 $ 9.50
10/12/95 8,300 $ 8.75
12/05/95 36,900 $ 9.125
</TABLE>
In addition, on December 4, 1995, Craig agreed to purchase 8,000 shares of
Reading Class A Stock from Ralph B. Perry III, a director of Craig and Reading,
in a private transaction at a price of $9.00 per share.
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. 6 to add the
following:
<PAGE>
Page 7 of 7 Pages
As of the date of this Amendment No. 6 there are no contracts, arrangements,
understandings or relationships with respect to the securities of Reading
requiring disclosure herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
None.
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: December 9, 1995 CRAIG CORPORATION
a Delaware corporation
By: /s/ Robin Skophammer
-----------------------
Robin Skophammer
Chief Financial Officer
