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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. 1)*
Reading Company
- --------------------------------------------------------------------------------
(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)
August 28, 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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 755332509 Page 2 of 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Libra Advisors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
211,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 211,000
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
CO
*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.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 755332509 Page 3 of 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Libra Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
7 SOLE VOTING POWER
211,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 211,000
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
PN
*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.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 755332509 Page 4 of 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ranjan Tandon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
211,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 211,000
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
IN
*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.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 755332509 Page 5 of 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chandrika Tandon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
108,500
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 108,500
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14 TYPE OF REPORTING PERSON*
IN
*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.
SEC 1746 (12-91)
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Amendment No. 1 to
SCHEDULE 13D
The Schedule 13D (the "Schedule 13D") of the Reporting
Persons that was filed on January 11, 1996 is hereby amended as
follows. Unless otherwise defined herein, capitalized terms have the
meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds
Item 3 is hereby supplemented by the addition of the
following information:
Libra purchased an aggregate of 1,500 additional shares of
Class A Common Stock for an aggregate purchase price of $14,062.50
using its own funds. C. Tandon purchased an aggregate of 49,500
additional shares of Class A Common Stock for an aggregate purchase
price of $531,906.25.
Item 4. Purpose of the Transaction
Item 4 is hereby supplemented by the addition of the
following information:
On August 28, 1996, the letter annexed hereto as Exhibit C
and incorporated herein by reference was sent to the Board of
Directors of Reading Company.
Except for the foregoing, 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 211,000 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 211,000 shares of Class A Common Stock owned by
Libra. Accordingly, Advisors may be deemed to be the beneficial owner
of such 211,000 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 211,000
shares of Class A Common Stock owned by Libra. Accordingly, R. Tandon
may be deemed to be the beneficial owner of such 211,000 shares of
Class A Common Stock.
6
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C. Tandon is the beneficial owner of 108,500 shares of
Class A Common Stock, or 2.2% 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 108,500 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.
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 4,962,339 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 March 31, 1996.
(c) See Schedule A attached hereto for a list of the
transactions executed by Libra and C. Tandon with respect to the Class
A Common Stock since the filing of the Schedule 13D. 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 7. Material to be Filed as Exhibits
Exhibit C. Letter to Directors
7
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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: September 4, 1996
8
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SCHEDULE A
RDGCA purchased for:
Date Shares Price Total
---- ------ ----- -----
Libra
Advisors
1/18/96 1,500 9.3750 1,500
Date Shares Price Total
---- ------ ----- -----
C. Tandon
3/07/96 2,000 10.1250 2,000
3/20/96 5,000 10.7500 7,000
3/21/96 2,500 10.6250 9,500
4/08/96 2,000 10.7500 11,500
4/11/96 2,500 10.7500 14,000
4/16/96 2,500 10.6875 16,500
4/16/96 30,500 10.8125 46,500
4/23/96 3,000 10.6250 49,500
9
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Exhibit C
LIBRA ADVISORS, INC.
August 28, 1996
Board of Directors
Reading Corporation
One Penn Square West
30 South Fifteenth St. #1130
Philadelphia, PA 19102
Gentlemen:
As you may be aware, Libra Advisors, Inc. and
its affiliates own 320,000 shares of common stock of Reading
Corporation (the "Company"). As the largest outside holder of
common stock of the Company, we have reviewed the proposed
transaction among the Company, Craig Corporation ("Craig") and
Citadel Holding Corporation ("Citadel") and consider it
unacceptable. We believe if the Board of Directors consummates
the transaction as currently contemplated it will breach its
fiduciary duty to the minority shareholders of the Company.
The Company's book value as of June 30, 1996
was in excess of $14 per share with $8 per share being
represented by cash. Given the book value and cash, it would
appear not to be in the shareholders' best interest to exchange
stock in the Company at a conversion price representing a
discount to book value for assets of questionable value. In
addition to the discount to book value, we question the premium
on the convertible preferred stock to be issued by the Company.
We believe the premium on the convertible preferred stock
should be significantly higher. It appears that the primary
purpose of the transaction is for Craig to avoid a tax
liability on the preferred stock it owns in Stater Bros.
Holdings through the use of the company's net operating loss.
Moreover, the Company has publicly and privately defined its
business as theater development. As a result, there seems to be
no legitimate business reason for the Company to purchase stock
of the supermarket chain.
We are deeply concerned about the nature of
the transaction as well as the terms and conditions, as
outlined in the press release. Given the current ownership by
Craig in the Company, we are not certain the transaction will
be afforded the protection of the business
<PAGE>
Board of Directors
August 28, 1996
Page 2
judgment rule. If this transaction is completed as currently
structured, we intend to avail ourselves of all remedies to
challenge the Board of Directors' breach of fiduciary duty to
the minority shareholders. If you would like to discuss this
further, please call the undersigned.
Very truly yours
Libra Advisors, Inc.
/s/ Ranjan Tandon
----------------------
By Ranjan Tandon
President
cc: Mr Jim Cotter
Chairman of the Board
Craig Corporation
550 South Hope Street #1825
Los Angeles, CA 90071
