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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. 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).
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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
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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
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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!
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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.
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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
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Page 5 of 11 Pages
Exhibit Index
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<TABLE>
<CAPTION>
Exhibit Sequentially
------- Numbered Page
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<S> <C>
Stock Exchange Agreement 6
</TABLE>
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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
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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.
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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>
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
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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.
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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
