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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. )*
Reading Company
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(Name of Issuer)
Common Stock Class A
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(Title of Class of Securities)
755332509
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(CUSIP Number)
Libra Advisors, Inc.
Ranjan Tandon, 277 Park Avenue, 26th Floor, New York, NY 10017
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 1995
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(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 this statement [X]. (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).
<TABLE>
SCHEDULE 13D
CUSIP NO. 755332509 PAGE OF PAGES
<S> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Libra Advisors, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION New York
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NUMBER OF 7. SOLE VOTING POWER 209,500
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 209,500
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 209,500
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2%
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14. TYPE OF REPORTING PERSON CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<TABLE>
SCHEDULE 13D
CUSIP NO. 755332509 PAGE OF PAGES
<S> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Libra Fund, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7. SOLE VOTING POWER 209,500
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 209,500
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 209,500
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2%
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14. TYPE OF REPORTING PERSON PN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<TABLE>
SCHEDULE 13D
CUSIP NO. 755332509 PAGE OF PAGES
<S> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Ranjan Tandon
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
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NUMBER OF 7. SOLE VOTING POWER 209,500
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 209,500
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 209,500
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2%
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14. TYPE OF REPORTING PERSON IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<TABLE>
SCHEDULE 13D
CUSIP NO. 755332509 PAGE OF PAGES
<S> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Chandrika Tandon
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
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NUMBER OF 7. SOLE VOTING POWER 59,000
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 59,000
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 59,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%
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14. TYPE OF REPORTING PERSON IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
Securities acquired: Class A Common Stock ("Class A Common Stock")
Issuer: Reading Company
One Penn Square West
30 South Fifteenth Street, Suite 1300
Philadelphia, Pennsylvania 19102-4813
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f) This Schedule 13D is being filed jointly
by Libra Fund, L.P., a Delaware limited partnership ("Libra"), Libra Advisors,
Inc., a New York corporation and the general partner of Libra ("Advisors"),
Ranjan Tandon ("R. Tandon") and Chandrika Tandon ("C. Tandon"). R. Tandon is
the sole shareholder and president of Advisors. C. Tandon is the wife of R.
Tandon. Libra, Advisors, R. Tandon and C. Tandon are hereinafter sometimes
referred to collectively as the "Reporting Persons." The business address of
each of Libra, Advisors and R. Tandon is 277 Park Avenue, New York, New York
10017 and the business address of C. Tandon is 277 Park Avenue, 32nd Floor, New
York, New York 10017.
Libra is a private investment fund. Advisors is the general
partner of Libra.
R. Tandon's principal occupation is president of Advisors. C.
Tandon's principal occupation is management consultant. R. Tandon and C. Tandon
are each United States citizens.
See Item 5 for information regarding ownership of Common Stock.
(d) and (e). During the past five years, none of the Reporting
Persons has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or 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.
1
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Libra purchased an aggregate of 209,500 shares of Class A
Common Stock for an aggregate purchase price of $2,211,732 using its own funds.
C. Tandon purchased an aggregate of 59,000 shares of Class A Common Stock for
an aggregate purchase price of $635,400.
ITEM 4. PURPOSE OF THE TRANSACTION
All of the shares of Class A Common Stock were acquired for
investment purposes. Each of the Reporting Persons may acquire or dispose of
securities of the Issuer, including shares of Common Stock, directly or
indirectly, in open-market or privately negotiated transactions, depending upon
the evaluation of the performance and prospects of the Issuer by the Reporting
Persons, and upon other developments and circumstances, including, but not
limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing and as disclosed below, no Reporting
Person has any present plans or proposals which relate to or would result in
any of the actions or events described in paragraphs (a) through (j) of Item 4
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Libra is the beneficial owner of 209,500 shares of
Class A Common Stock, or 4.2% of the outstanding shares of Class A Common
Stock.
Advisors, as general partner of Libra, has the power to vote
and to direct the voting of and the power to dispose and direct the disposition
of the 209,500 shares of Class A Common Stock owned by Libra. Accordingly,
Advisors may be deemed to be the beneficial owner of such 209,500 shares of
Class A Common Stock.
As the sole shareholder and president of Advisors, R. Tandon
may be deemed to have the power to vote and to direct the voting of and the
power to dispose and direct the disposition of the 209,500 shares of Class A
Common Stock owned by Libra. Accordingly, R. Tandon may be deemed to be the
beneficial owner of such 209,500 shares of Class A Common Stock.
C. Tandon is the beneficial owner of 59,000 shares of Class A
Common Stock, or 1.2% of the outstanding shares of Class A Common Stock. C.
Tandon has the sole power to vote and to direct the voting of and the power to
dispose and direct the disposition of the 59,000 shares of Class A Common Stock
owned by her. C. Tandon disclaims beneficial ownership of the shares of Class
A Common Stock owned by the other Reporting Persons. Libra, Advisors and R.
Tandon each disclaim beneficial ownership of the shares of Class A Common Stock
owned by C. Tandon.
2
The number of shares beneficially owned by each of the
Reporting Persons and the percentage of outstanding shares represented thereby,
have been computed in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. The ownership of the Reporting Persons is based on
4,961,764 outstanding shares of Class A Common Stock of the Issuer as reported
in the Issuer's Quarterly Report on Form 10-Q for the period ended September
30, 1995.
(c) See Schedule A attached hereto for a list of the
transactions executed by Libra with respect to the Class A Common Stock in the
past 60 days. All of such transactions were effected in the open market. No
other Reporting Person has executed any transactions with respect to the Class
A Common Stock in the past 60 days.
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On October 7, 1995, the Issuer waived (for a period of six
months) the transfer restrictions imposed by the provisions of the Class A
Common Stock to the extent necessary to permit Libra and related accounts to
acquire up to 7% (348,135 shares) of Class A Common Stock and or Common Stock
of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Waiver of Reading Corporation
Exhibit B. Agreement of Joint Filing
3
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.
LIBRA FUNDS, L.P.
By: LIBRA ADVISORS, INC.,
its General Partner
By: /s/ Ranjan Tandon
-------------------------
Name: Ranjan Tandon
Title: President
LIBRA ADVISORS, INC.
By: /s/ Ranjan Tandon
-------------------------
Name: Ranjan Tandon
Title: President
/s/ Ranjan Tandon
-----------------------------
RANJAN TANDON
/s/ Chandrika Tandon
-----------------------------
CHANDRIKA TANDON
Dated: December 29, 1995
4
[LETTERHEAD]
October 17, 1995
Mr. Ranjan Tandon
Libra Advisors, Inc.
277 Park Avenue
26th Floor
New York, NY 10017
Dear Ranjan:
Confirming our telephone conversation, on October 6, 1995 Reading
Company's Board of Directors waived the transfer restrictions imposed by the
provisions of the Company's Class A Common Stock to the extent necessary to
permit Libra Fund LP and related accounts to acquire up to 7% (348,135 shares)
of Class A Common Stock and or Common Stock. This waiver will apply for a
period of six months from the date hereof. In the event that you elect not to
exercise your right to acquire the additional shares, we would appreciate your
advising us accordingly.
Please let me know should you have any questions relating to this
matter. Best regards.
Very truly yours,
/s/ James A. Wunderle
----------------------------
James A. Wunderle
Executive Vice President
and Chief Operating Officer
JAW:cew
Exhibit B
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13D
referred to below) of a statement on Schedule 13D or any amendments thereto,
with respect to the Class A Common Stock of Reading Company, and that this
Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on the 29th day of December, 1995.
LIBRA FUNDS, L.P.
By: LIBRA ADVISORS, INC.,
its General Partner
By: /s/ Ranjan Tandon
-------------------------
Name: Ranjan Tandon
Title: President
LIBRA ADVISORS, INC.
By: /s/ Ranjan Tandon
-------------------------
Name: Ranjan Tandon
Title: President
/s/ Ranjan Tandon
-------------------------
RANJAN TANDON
/s/ Chandrika Tandon
-------------------------
CHANDRIKA TANDON
5
Schedule A
RDGCA purchased for:
LIBRA Fund
Date Shares Price Total
- -------- ------ ------ -------
10/12/95 10,000 8.9375 83,375
10/23/95 500 8.8000 4,400
10/24/95 7,500 9.1250 68,438
11/9/95 3,000 9.0600 27,180
11/10/95 6,300 9.0600 57,078
11/13/95 2,500 9.0600 22,650
11/28/95 2,000 9.0600 18,120
12/8/95 2,000 9.0600 18,120
12/12/95 4,000 9.4375 37,750
12/27/95 1,500 9.1250 13,688
12/27/95 2,000 9.0600 18,120
12/28/95 11,200 9.0600 101,472
12/29/95 2,000 9.0600 18,120
