<PAGE>
---------------------------
OMB APPROVAL
---------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response... 14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
--------
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)
April 30, 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).
<PAGE>
- ----------------------- -----------------------
CUSIP NO. 755332-50-9 SCHEDULE 13D PAGE 2 OF 4 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 PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 2,452,526
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,452,526
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,452,256
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
49.4%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 4 Pages
This Amendment No. 7 amends and supplements Amendment No. 6 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 23,850 shares of Reading's
Class A Stock is working capital. The total net consideration amounted to
approximately $216,856.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 is hereby amended to add the following:
Craig has been advised by Reading that its request to increase its
ownership interest in Reading above 50% was approved by the Board of Directors
of Reading at a meeting held on April 30, 1996. The Board authorized Craig to
acquire additional shares of Class A Stock such that Craig's total holdings
would not exceed 55.0% of the issued and outstanding shares of Class A Stock.
At a meeting of the Board of Directors of Craig held on April 30,
1996, the Board authorized management to purchase additional shares of Reading
Class A Stock up to the limit set by the Reading Board of Directors. Management
is currently negotiating to acquire approximately 70,000 shares of Class A Stock
but there can be no assurance an agreement will be reached. If the acquisition
is consummated, Craig's percentage interest in the Class A Stock would be in
excess of 50% and 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.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
----------------------------------------
Item 5 of the Schedule is hereby amended by this Amendment No. 7 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:
<PAGE>
Page 4 of 4 Pages
<TABLE>
<CAPTION>
Date Shares Purchased Price Per Share
---- ---------------- ---------------
<S> <C> <C>
12/28/95 4,500 $9.0625
12/29/95 5,600 9.1205
1/3/96 3,000 9.125
1/4/96 2,000 9.125
1/9/96 2,000 9.125
1/12/96 6,750 9.00
</TABLE>
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 2, 1996 CRAIG CORPORATION
a Delaware corporation
By:/s/ Robin Skophammer
-----------------------
Robin Skophammer
Chief Financial Officer
