FORM 10-K/A
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from ............... to ...............
Commission file number 1-649
READING COMPANY
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-6000773
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(State of incorporation) (I.R.S. Employer Identification No.)
30 South Fifteenth Street
13th Floor
Philadelphia, Pennsylvania 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: 215-569-3344
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 28, 1996, 4,962,272 shares of Class A Common Stock and 10,955
shares of Common Stock were outstanding and the aggregate market value of voting
stock held by nonaffiliates of the Registrant was approximately $22,160,159.
<PAGE>
Part III, Items 10-13 are amended in their entirety as set forth herein.
PART III
Item 10. Directors and Executive Officers of the Registrant
<TABLE>
<CAPTION>
Name Age Position
- - ----- ----- ----------
<S> <C> <C>
James J. Cotter(1) 58 Chairman of the Board, Chairman of the Executive Committee
of the Board and a Director
S. Craig Tompkins 45 President and a Director
Edward L. Kane(1)(2) 58 Chairman of the Audit and Finance Committee of the Board
and a Director
Gerard P. Laheney 58 Director
Ralph B. Perry III(1) 60 Director
John W. Sullivan(1)(2) 61 Director
Albert J. Tahmoush(2) 74 Director
Charles S. Groshon 42 Vice President
Eileen M. Mahady 30 Controller
B. John Rochester 52 Chief Executive Officer, Australian Cinema Operations and
Reading Australia Pty Ltd.
Robert F. Smerling 61 Chief Executive Officer, Domestic and Puerto Rico Cinema
Operations and Reading International Cinemas LLC
James A. Wunderle 44 Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Treasurer
</TABLE>
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(1) Member of the Executive Committee. The Executive Committee is appointed
annually by the Board of Directors and exercises the authority of the Board
of Directors in the management of the business and affairs of the Company
between meetings of the Board of Directors. The Executive Committee is
responsible for recommending to the Board of Directors remuneration for
senior management and officers of the Company, recommending adoption of
compensation plans and the granting of options under the Company's stock
option plan and recommending to the Board of Directors nominees to be
elected to the Board of Directors by the shareholders or by the Board of
Directors in the case of vacancies which occur between meetings of the
shareholders. The Executive Committee held one meeting in 1995.
(2) Member of the Audit and Finance Committee. The Audit and Finance Committee
is appointed annually by the Board of Directors to recommend the selection
of independent auditors, review the scope and results of the annual audit,
review financial results and status, review and assess the adequacy of the
Company's accounting practices, financial controls and reporting systems
and assess the financial planning functions of the Company. During 1995,
the Audit and Finance Committee held two meetings.
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<PAGE>
Mr. Cotter has been Chairman of the Board of Directors since December 1991,
Chairman of the Company's Executive Committee since March 1992 and a director
since September 1990. Mr. Cotter is the principal executive officer of the
Company. Mr. Cotter has been Chairman of the Board of Craig since 1988, and a
director since 1985. Mr. Cotter has been a director and the Chairman of the
Board of Citadel since 1991. From October 1991 to June 1992, Mr. Cotter also
served as the acting Chairman of Citadel's wholly-owned subsidiary, Fidelity
Federal Bank, FSB ("Fidelity"), and served as a director of Fidelity until
December 1994. Mr. Cotter has been a director and Chief Executive Officer of
Townhouse Cinemas Corporation (motion picture exhibition) since 1987, Executive
Vice President and a director of The Decurion Corporation (motion picture
exhibition) since 1969 and a director of Stater Bros. Holdings, Inc. and its
predecessors (retail grocery chain) since 1987. From 1988 through January 1992,
Mr. Cotter also served as the President and a director of Cecelia Packing
Corporation (a citrus grower and packer), a company wholly owned by Mr. Cotter.
Mr. Cotter is also a director and Executive Vice President of Pacific, a
wholly-owned subsidiary of The Decurion Corporation.
Mr. Tompkins has been President and a director of the Company since March
1993. He serves as the Vice Chairman of Reading Cinemas and Managing Director of
Reading International. Mr. Tompkins is President and a director of Craig and has
served in such positions since March 1, 1993. Prior thereto, Mr. Tompkins was a
partner in the law firm of Gibson, Dunn & Crutcher for more than five years. Mr.
Tompkins has been a director of Citadel since May 1993, became Vice Chairman in
August 1994, and Secretary, Treasurer and Principal Accounting Officer in
September 1994. Mr. Tompkins has served as a director of G&L Realty Corp., a New
York Stock Exchange listed REIT, since December 1993.
Mr. Tompkins was elected President of the Company and to the Board of
Directors of the Company effective March 1, 1993. On that same date that he was
elected to the positions with the Company, Mr. Tompkins was elected by the
directors of Craig as the President and as a member of the Board of Directors of
that corporation. Although the terms of Mr. Tompkins' employment with the
Company and with Craig are independent of one another, Mr. Tompkins has advised
the Company that he would not have accepted the positions with the Company if he
had not been elected that same day to his current positions at Craig and that it
was his understanding, based upon negotiations with the Chairman of the Board of
the Company and of Craig, that, subject to the approval of the Directors of the
Company and of Craig, he would be serving in similar capacities at both the
Company and Craig. The Company has been advised by Craig that Craig has no
agreement or understanding with Mr. Tompkins with respect to his serving as an
officer or director of the Company either in his individual capacity or on
behalf of Craig. Mr. Tompkins' understanding with the Company concerning the
terms of his employment anticipates that he will serve as a director of the
Company in addition to serving as President.
Mr. Kane has been a director of the Company since 1989 and has been
Chairman of the Company's Audit and Finance Committee since October 1995. Mr.
Kane currently serves as a consultant to SunSurgery Corporation, a subsidiary of
Sun Healthcare Group, Inc. Mr. Kane served as Vice President of SunSurgery
Corporation from February through November 1995. Prior to its acquisition by Sun
Healthcare Group, Inc. in February 1995, Mr. Kane served as Chairman, Chief
Executive Officer and a director of Altis Outpatient Services, Inc., which owned
and operated ambulatory surgical centers, since February 1993. Mr. Kane served
as President of the Company from December 1991 through January 1993 and was
President of Craig from January 1988 through January 1993. From 1970 until March
1989, Mr. Kane was a member of Haskins, Nugent, Newnham, Kane & Zvetina, a
professional law corporation. Mr. Kane is a director of Craig and BDI Investment
Corporation.
Mr. Laheney has been a director of the Company since November 1993. Since
July 1995 Mr. Laheney has been a portfolio manager for Portfolio Resources Group
overseeing global equities, fixed income and foreign exchange investments. Mr.
Laheney has been President of Aegis Investment Management Company, an investment
advisory firm specializing in global investment portfolio management, since
January 1, 1994. Mr. Laheney was Vice President of The Partners Financial Group,
Inc. from December 1993 through June 1995 and Vice President of Dean Witter
Reynolds from April 1990 until December 1993. He was Vice President, Investments
of Prudential Bache Securities Inc. from July 1985 to April 1990. He is also a
director of Craig.
Mr. Perry has been a director of the Company since December 1988. Mr. Perry
is a member in the Los Angeles, California law firm of Graven Perry Block Brody
& Qualls Inc., a professional corporation. Since 1985
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<PAGE>
Mr. Perry has also been a director of Craig, Fidelity, and Gateway
Investments, Inc. (a licensed broker/dealer wholly owned by Fidelity).
Mr. Sullivan has been a director of the Company since January 1981. Mr.
Sullivan was Chairman of the Board of the Company from April 1986 through
December 1991. He was Chief Executive Officer of the Company from January 1981
to October 1986 and was President from January 1981 until April 1986. Mr.
Sullivan is engaged in real estate development.
Mr. Tahmoush has been a director of the Company since January 1981. From
March 1977 until his retirement in August 1985, he was Chairman, President and
Chief Executive officer of Frank B. Hall & Co., Inc., an insurance broker. He is
also a director and Deputy Chairman of UBAF Arab American Bank.
Mr. Groshon has been a Vice President of the Company since December 1988.
Prior thereto he served with the Company in various accounting positions.
Ms. Mahady has been the Controller of the Company since April 1990. Prior
to joining the Company, she was a senior auditor with Ernst & Young.
Mr. Rochester has been the Chief Executive Officer of the Company's
Australian cinema operations since November 1995. From 1990 through 1995, Mr.
Rochester was the Managing Director of Television & Media Services Ltd.
(formerly Hoyts Entertainment Ltd.). He also served in several other executive
offices for that organization since 1987.
Mr. Smerling was retained in November 1993 to serve as President of Reading
Cinemas, Inc. Mr. Smerling is President of Reading Cinemas of Puerto Rico, Inc.
("RCPR"). He served as president of Loews Theatre Management Corporation, a
subsidiary of Sony Corporation, from May 1990 until November 1993. Mr. Smerling
also serves as President and Chief Executive Officer of City Cinemas, a motion
picture exhibitor located in New York City, New York. Mr. Smerling has over 35
years experience in the motion picture exhibition industry.
Mr. Wunderle has been Chief Operating Officer since February 1990 and
Executive Vice President, Treasurer, and Chief Financial Officer since December
1988. He was Vice President of Finance, Chief Financial Officer and Treasurer
from January 1987 to December 1988 and prior thereto was Treasurer since March
1986.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who own more than 10% of the
Company's Common Stock or Class A Common Stock to file reports to ownership and
changes in ownership with the Securities Exchange Commission (the "SEC"). The
SEC rules also require such reporting persons to furnish the Company with a copy
of all Section 16(a) forms they file.
Based solely on a review of the copies of the forms which the Company
received and written representations from certain reporting persons, the Company
believes that, during the fiscal year ended December 31, 1995, all filing
requirements applicable to its reporting persons were complied with except as
follows: John W. Sullivan failed to report his indirect acquisition of shares by
a foundation in which he exercises shared voting and dispositive control in
1992, Mr. Sullivan failed to report the disposition of shares directly
controlled by him to the same foundation in 1994 and Mr. Ralph B. Perry failed
to report the disposition of shares he sold to Craig Corporation in 1995. Craig
Corporation filed a timely Form 4 with respect to Mr. Perry's transaction. Mr.
Perry has since filed a Form 5 with the SEC.
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<PAGE>
Item 11. Executive Compensation
I. SUMMARY COMPENSATION TABLE
The following table shows, for the years ending December 31, 1995, 1994 and
1993, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to each of the most highly
compensated executive officers of the Company whose compensation exceeded
$100,000 in all capacities in which they served:
<TABLE>
<CAPTION>
Long Term
Annual Compensation Awards
------------------------------------------ --------------
Other Annual
Salary Bonus Compensation Options
Name and Principal Position Year ($) ($) ($)(2) (#)
- - --------------------------------- ------ --------- ---------- --------------- --------------
<S> <C> <C> <C> <C> <C>
James J. Cotter (1) 1995 $150,000
Chairman of the Board of
Directors
1994 150,000
1993 150,000
S. Craig Tompkins (3) 1995 $180,000
President
1994 180,000
1993 150,000 17,500
Robert F. Smerling (4) 1995 175,000
President, Reading Cinemas
of Puerto Rico, Inc.
1994 175,000
1993 20,192 15,000
James A. Wunderle 1995 130,000 $52,500
Executive Vice President, Chief
Operating Officer, Chief
Financial Officer and Treasurer
1994 120,000 50,000
1993 115,000 50,000
</TABLE>
(1) Since December 1991, Mr. Cotter has been the principal executive officer of
the Company and may therefore be considered to have acted in a capacity
similar to the chief executive officer of the Company since that time.
(2) In accordance with Company practice, Mr. Cotter has received a fee for his
services as Chairman of the Board of Directors of $150,000 per annum since
December 1991.
(3) Mr. Tompkins was retained as President effective March 1, 1993. Amount set
forth for 1993 reflects salary for the period March 1 through December 31,
1993.
(4) Mr. Smerling was retained by the Company effective November 17, 1993.
Amount set forth reflects salary for 1993.
Directors who are not employees of the Company receive an annual retainer
of $24,000, except for the chairman of the Audit and Finance Committee who
receives an annual retainer of $26,000. The Chairman of the
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<PAGE>
Board of Directors receives an annual retainer of $150,000. No separate fees are
paid for meetings of the Board or committee meetings.
Mr. Tompkins is entitled to a severance payment equal to his annual base
salary and continuation of medical and insurance benefits in the event that his
employment is involuntarily terminated and no change in control of the Company
has occurred. Mr. Tompkins is entitled to a severance payment equal to two years
annual salary in the event that a change in control of the Company occurs.
Mr. Smerling is entitled to a severance payment equal to his annual base
salary if he is terminated by the Company. Mr. Smerling also may borrow up to
four percent of the capitalization of the Company's theater subsidiaries or, one
million dollars, whichever amount is less, from the Company to invest in stock
of the Company's theater subsidiaries.
Messrs. Wunderle and Groshon and Ms. Mahady are entitled to receive
payments equal to twelve, nine and four months, respectively, of annual base
salary in the event their individual employment with the Company is
involuntarily terminated.
II. OPTION GRANT TABLE
No options were granted under the Company's 1992 Non-Qualified Stock Option
Plan during the year ended December 31, 1995 to any of the persons named in the
Summary Compensation Table above.
III. OPTION EXERCISES AND YEAR-END TABLE
The following sets forth information with respect to the options held by
the persons named in the Summary Compensation Table above as of December 31,
1995. No options were exercised by such persons during the fiscal year ended
December 31, 1995 and none of the options held by such persons at December 31,
1995 had exercise prices which were below the market price of the Company's
Class A common stock as of that date.
Fiscal Year-End Option Values
Number of
Unexercised
Options at 12/31/95
--------------------
# Exercisable /
Name Unexercisable
- - ------------------------------- --------------------
James J. Cotter 265,232 / 0
S. Craig Tompkins 13,125 / 4,375
Robert F. Smerling 6,000 / 9,000
James A. Wunderle 17,000 / 0
Compensation Committee Interlocks and Insider Participation
The Executive Committee of the Board of Directors performs certain
functions which are equivalent to those performed by a compensation committee.
Mr. Cotter is the principal executive officer of the Company and also a member
of the Executive Committee of the Board of Directors. Mr. Kane is a member of
the Executive Committee, and served as President of the Company from December
1991 through January 1993. Mr. Sullivan, also a member of the Executive
Committee, served as the President and Chief Executive Officer of the Company
from 1981 through 1986.
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<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
Beneficial Ownership of Common Stock and Class A Common Stock
The following tables set forth certain information regarding the Common
Stock and Class A Common Stock of the Company owned on April 22, 1996 by (i)
each person or group who is known by the Company to own beneficially more than 5
percent of the Company's Common Stock or Class A Common Stock, (ii) each of the
Company's directors and (iii) all directors and officers of the Company as a
group.
5% Beneficial Owners
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Beneficial Class A
Name and Address of Beneficial Owner Class Ownership (1) Common Stock
- - ------------------------------------ ----- --------- ------------
<S> <C> <C> <C>
Craig Corporation Class A 2,452,526 (2) 49.43
550 South Hope Street Common Stock
Los Angeles, California 90071
James J. Cotter Class A 337,732 (2)(3) 6.46
550 South Hope Street Common Stock
Los Angeles, California 90071
Libra Advisors, Inc. Class A 268,500 (4) 5.41
c/o Ranjan Tandon Common Stock
277 Park Avenue, 26th Floor
New York, NY 10017
</TABLE>
Security Ownership of Management
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Beneficial Class A
Name of Beneficial Owner Ownership (1) Common Stock (1)
- - ------------------------ --------- ------------
<S> <C> <C>
James J. Cotter............................................. 337,732 (2)(3) 6.46
Edward L. Kane.............................................. 9,000 (2)(5)(6) *
Gerard P. Laheney........................................... 7,500 (2)(5) *
Ralph B. Perry III.......................................... 31,000 (2)(5)(7) *
Robert F. Smerling.......................................... 9,500 (8) *
John W. Sullivan............................................ 210,858 (5)(9) 4.24
Albert J. Tahmoush.......................................... 7,500 (5) *
S. Craig Tompkins........................................... 10,150 (2)(10) *
James A. Wunderle........................................... 17,000 (11) *
All Directors and Officers As a Group (12 Persons).......... 643,616 (12) 12.16
</TABLE>
* Percentages of less than one percent have not been indicated.
(1) Includes outstanding shares of Class A Common Stock and Class A Common
Stock issuable within 60 days of April 22, 1996 upon the exercise of
outstanding stock options. All of the stock beneficially owned by the
directors or officers is Class A Common Stock.
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<PAGE>
(2) Craig Corporation, a Delaware corporation, filed a Schedule 13D dated June
19, 1989, stating that the shares have been purchased for investment
purposes. Share information is presented as of a report filed on Form 4
with the SEC dated February 8, 1996. James J. Cotter, is Chairman of the
Board of the Company and Craig. S. Craig Tompkins, is President of the
Company and Craig. Edward L. Kane, Gerard P. Laheney and Ralph B. Perry III
are all members of Craig's Board of Directors. James J. Cotter is also a
principal shareholder of Craig. Messrs. Cotter, Tompkins, Kane, Laheney and
Perry all disclaim beneficial ownership of the Company's shares held by
Craig.
(3) Includes 4,500 shares held in a pension plan and 1,000 shares held by the
James J. Cotter Profit Sharing Plan. Mr. Cotter is eligible to acquire
265,232 shares through the exercise of stock options.
(4) Libra Fund, L.P., a Delaware limited partnership ("Libra"), Libra Advisors,
Inc., a New York corporation ("Advisors") and the general partner of Libra,
Ranjan Tandon and Chandrika Tandon, jointly filed a Schedule 13D with the
SEC dated December 12, 1995, stating that the shares have been purchased
for investment purposes. Mr. Tandon is the sole shareholder and president
of Advisors. Mrs. Tandon is the wife of Mr. Tandon. Libra, Advisors, and
Mr. Tandon may jointly be deemed to be the beneficial owners of 209,500
shares of Class A common stock. Mrs. Tandon is the beneficial owner of
59,000 shares of Class A common stock. Mrs. Tandon disclaims beneficial
ownership of the shares held by Libra, Advisors, and Mr. Tandon. Libra,
Advisors, and Mr. Tandon each disclaim beneficial ownership of the shares
owned by Mrs. Tandon.
(5) Includes 7,500 shares which may be acquired through the exercise of stock
options.
(6) Includes 1,500 shares held in a retirement account.
(7) Includes 3,500 shares held in a retirement account.
(8) Includes 6,000 shares which may be acquired through the exercise of stock
options.
(9) Includes 100,920 shares owned by a foundation of which Mr. Sullivan is a
director. Mr. Sullivan has shared voting and dispositive power with respect
to such shares. Excludes 128,581 shares owned by Mr. Sullivan's children as
to which Mr. Sullivan disclaims beneficial ownership.
(10) Includes 13,125 shares which may be acquired through the exercise of stock
options. Excludes 200 shares held in Mr. Tompkins' wife's retirement plan
and 500 shares held in the trust of Mr. Tompkins' minor child as to which
Mr. Tompkins disclaims beneficial ownership.
(11) Includes 17,000 shares which may be acquired through the exercise of stock
options.
(12) Includes 338,857 shares which may be acquired through the exercise of stock
options.
Item 13. Certain Relationships and Related Transactions
Mr. Smerling serves as President of RCPR and City Cinemas, a New York
motion picture theater exhibitor. City Cinemas is an affiliate of Mr. Cotter,
the Company's Chairman. RCPR and City Cinemas have entered into an Executive
Sharing Agreement pursuant to which Mr. Smerling provides services to both RCPR
and City Cinemas entities and the cost of such services is shared by the
parties, if such costs cannot be allocated directly to such parties. Prior to
retaining Mr. Smerling and entering into the Executive Sharing Agreement, the
Board of Directors had determined that City Cinemas and RCPR are not competitors
and also noted that the arrangement provided RCPR with a chief executive officer
with background and experience which Reading Cinemas could not otherwise afford
based upon its present scope of operations.
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<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
READING COMPANY
By: /s/ James A. Wunderle
-----------------------------
James A. Wunderle
Executive Vice President and
Chief Operating Officer
April 29, 1996
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