SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 13e-3 Transaction Statement under
Section 13(e) of the Securities Exchange Act of 1934
Reading Entertainment, Inc.
(Name of Issuer)
Reading Entertainment, Inc.
Citadel Holding Corporation
Craig Corporation
Craig Merger Sub, Inc.
Reading Merger Sub, Inc.
James J. Cotter
(Names of Persons Filing Statement)
Common Stock, Par Value $0.001 Per Share CUSIP Number 755358108
(Title and CUSIP Number of Each Class of Securities)
S. Craig Tompkins, Vice Chairman
Reading Entertainment, Inc.
550 S. Hope Street, Suite 1825
Los Angeles, California 90071
(213) 239-0555
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
Copies to:
Michael J. Bonner, Esq. Craig H. Norville, Esq. Dale E. Short, Esq.
Kummer Kaempfer Jones Vargas Troy & Gould Professional
Bonner & Renshaw 3773 Howard Hughes Parkway Corporation
3800 Howard Hughes Parkway, Third Floor South 1801 Century Park East, 16th Floor
7th Floor Las Vegas, Nevada 89109 Los Angeles, California 90067
Las Vegas, Nevada 89109 (702) 734-2220 (310) 553-4441
(702) 792-7000
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
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Transaction Valuation(1) Amount of Filing Fee(2)
- --------------------------------------------------------------------------------
$15,643,664 $3,129
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(1) In accordance with Rule 0-11(b)(2) and (a)(4) under the Securities Exchange
Act of 1934, the "Transaction Value" has been calculated based on the
average of the high and low sale prices of Common Stock on November 8,
2001, the most recent date that trading occurred, as reported on The Nasdaq
Stock Market as follows: 7,449,364 shares of Common Stock at $2.10 per
share.
(2) The amount of the filing fee equals 1/50th of 1% of the "Transaction
Valuation."
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $12,366(1)
Form or Registration No.: Reg. No. 333-68364
Filing Party: Citadel Holding Corporation
Date Filed: August 24, 2001
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(1) Of the amount previously paid, $3,797 has been offset against the fee
payable in connection with the Rule 13e-3 Transaction Statement being filed
concurrently by Craig Corporation.
SCHEDULE 13E-3
INTRODUCTORY NOTE
Consolidation Agreement
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This Rule 13e-3 Transaction Statement (this "Statement") relates to the
consolidation transaction contemplated by the Agreement and Plan of Merger,
dated as of August 17, 2001 (the "Consolidation Agreement"), among Reading
Entertainment, Inc., a Nevada corporation ("Reading"), Craig Corporation, a
Nevada corporation ("Craig"), Citadel Holding Corporation, a Nevada corporation
("Citadel"), Craig Merger Sub, Inc., a Nevada corporation ("Craig Merger Sub"),
and Reading Merger Sub, Inc., a Nevada corporation ("Reading Merger Sub"),
described in the preliminary joint proxy statement/prospectus dated November 16,
2001 (the "Joint Proxy Statement/Prospectus") of Citadel, Craig and Reading. A
copy of the Joint Proxy Statement/Prospectus is attached as an exhibit to this
Statement. The Joint Proxy Statement/Prospectus, which includes as Annex A
thereto a copy of the Consolidation Agreement, is incorporated herein by
reference in its entirety.
Structure of the Consolidation and Conversion of Stock and Options
- ------------------------------------------------------------------
Reading Merger Sub and Craig Merger Sub are wholly owned subsidiaries
of Citadel formed to facilitate the consolidation transaction. Subject to the
terms and conditions of the Consolidation Agreement, Reading Merger Sub will
merge with and into Reading, and Craig Merger Sub will merge with and into
Craig. The Reading merger and the Craig merger each is conditioned upon
completion of the other, so neither merger will occur unless both occur.
On the effectiveness of the Reading merger and the Craig merger,
Reading and Craig will become wholly owned subsidiaries of Citadel, and Reading
stockholders and Craig stockholders will become stockholders of Citadel as
described in the following paragraphs.
Reading Common Stock
Upon completion of the consolidation, each outstanding share of Reading
common stock will be automatically converted into the right to receive 1.25
shares of Citadel nonvoting common stock.
Craig Common Stock and Common Preference Stock
Upon effectiveness of the consolidation, each outstanding share of
Craig common stock and common preference stock will be automatically converted
into the right to receive 1.17 shares of Citadel nonvoting common stock.
Reading and Craig Options
Upon completion of the consolidation, each outstanding stock option of
Reading and Craig will be assumed by Citadel and become an option to purchase an
equivalent number (based on the foregoing conversion ratios) of shares of either
Citadel voting common stock or nonvoting common stock, at each option holder's
election.
Delisting and Deregistration of Reading and Craig Common Stock After the
- -------------------------------------------------------------------------
Consolidation
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If the consolidation is completed, Reading common stock will no longer
be quoted on The Nasdaq Stock Market, Craig common stock and common preference
stock will be delisted from the New York Stock Exchange, and Reading common
stock and Craig common stock and common preference stock will be deregistered
under the Securities Exchange Act of 1934.
1
Preliminary Joint Proxy Statement/Prospectus
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The Joint Proxy Statement/Prospectus is part of a Registration
Statement on Form S-4 (Reg. No. 333-68364), as amended, previously filed by
Citadel with the Securities and Exchange Commission. The Joint Proxy
Statement/Prospectus is a prospectus of Citadel relating to the issuance of
Citadel shares in the consolidation and a proxy statement of each of Citadel,
Craig and Reading relating to the solicitation of proxies for use at the annual
meeting of Citadel stockholders and special meetings of Reading and Craig
stockholders to be held jointly for purposes of considering and voting upon the
Consolidation Agreement and other matters.
As of the date of filing of this Statement, the Joint Proxy
Statement/Prospectus is in preliminary form and is subject to completion. This
Statement will be amended to reflect the completion of the Joint Proxy
Statement/Prospectus.
Citadel, Craig and Reading furnished all information contained in this
Statement and the Joint Proxy Statement/Prospectus regarding their respective
companies. Citadel also furnished all such information regarding Reading Merger
Sub and Craig Merger Sub.
Filing Persons
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The filing persons are Reading, the subject company, Citadel, Craig,
Craig Merger Sub and Reading Merger Sub, each of which is a party to the
Consolidation Agreement, and Mr. James J. Cotter, who is a party to the
Consolidation Agreement only as to selected provisions regarding voting of
shares as described below.
Craig, which holds a majority of the outstanding voting power of
Reading, has agreed to vote its Reading shares in favor of the Consolidation
Agreement. Mr. Cotter, who owns or has the right to vote a majority of the
outstanding voting power of Craig, has agreed in the Consolidation Agreement to
vote his Craig shares in favor of the Consolidation Agreement. Mr. Cotter, Craig
and Reading, which together hold approximately 49% of the outstanding voting
power of Citadel, have agreed in the Consolidation Agreement to vote their
Citadel shares in favor of the issuance of Citadel shares in connection with the
consolidation.
2
ITEM 1. SUMMARY TERM SHEET.
Item 1001. Not applicable.
ITEM 2. SUBJECT COMPANY INFORMATION.
Item 1002(a). The subject company is Reading Entertainment, Inc., which
has its principal executive offices at 550 S. Hope Street, Suite 1825,
Los Angeles, California 90071. Its telephone number is (213) 239-0555.
Item 1002(b). The subject class of equity security is Common Stock, par
value $0.001 per share ("Common Stock"), of Reading. As of October 31,
2001, there were outstanding 7,449,364 shares of Common Stock. There
also were outstanding options to purchase 790,232 shares of Common
Stock.
Items 1003(c) and (d). Reference is made to the information under the
caption "MARKET PRICE AND DIVIDEND INFORMATION" in the Joint Proxy
Statement/Prospectus, which information is incorporated herein by
reference.
Items 1003(e) and (f). Not applicable.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
Items 1003(a) and (b). The filing persons are Reading Entertainment,
Inc., a Nevada corporation ("Reading"), Craig Corporation, a Nevada
corporation ("Craig"), Citadel Holding Corporation, a Nevada
corporation ("Citadel"), Craig Merger Sub, Inc., a Nevada corporation
("Craig Merger Sub"), Reading Merger Sub, Inc., a Nevada corporation
("Reading Merger Sub"), and Mr. James J. Cotter. The business address
of each of the filing persons is 550 S. Hope Street, Suite 1825, Los
Angeles, California 90071. Their business telephone is (213) 239-0555.
Reading is the subject company. Citadel, Craig, Craig Merger Sub and
Reading Merger Sub each is a party to the Agreement and Plan of Merger,
dated as of August 17, 2001 (the "Consolidation Agreement"), among
Reading, Citadel, Craig, Craig Merger Sub and Reading Merger Sub, under
which Reading will merge with Reading Merger Sub and Craig will merge
with Craig Merger Sub. As a result of the mergers, Reading and Craig
will become wholly owned subsidiaries of Citadel. Mr. James J. Cotter
is a party to the Consolidation Agreement only as to selected
provisions regarding voting of shares. Mr. Cotter owns approximately
33.2% of the outstanding voting power of Craig and has the right to
vote approximately 17.5% of the outstanding voting power of Craig held
by Hecco Ventures, a California partnership. Mr. Cotter has agreed in
the Consolidation Agreement to vote the Craig shares under his control
in favor of the Consolidation Agreement. Craig, which owns
approximately 78% of the outstanding voting power of Reading, has
agreed in the Consolidation Agreement to vote its Reading shares in
favor of the Consolidation Agreement. Mr. Cotter, Craig and Reading
collectively hold approximately 49% of the outstanding voting power of
Citadel, and have agreed in the Consolidation Agreement to vote their
Citadel shares in favor of the transactions contemplated by the
Consolidation Agreement. Craig Merger Sub and Reading Merger Sub are
wholly owned subsidiaries of Citadel formed solely for purposes of
facilitating the mergers of Craig and Reading and both will disappear
following the consolidation. Reference is made to the information under
the caption "SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS - The
Parties" in the Joint Proxy Statement/Prospectus, which information is
incorporated herein by reference. For information regarding the
respective executive officers and directors of Citadel, Craig Merger
Sub and Reading Merger Sub, see "MANAGEMENT OF CITADEL" in the Joint
Proxy Statement/Prospectus, which information is incorporated herein by
reference. For information regarding the respective executive officers
and directors of Craig and Reading, see "MANAGEMENT OF CRAIG" and
"MANAGEMENT OF
3
READING" in the Joint Proxy Statement/Prospectus, which information is
incorporated herein by reference. Mr. Cotter is a director and
executive officer of each of Craig, Citadel and Reading.
Items 1003(c)(1) and (2). See the information under "MANAGEMENT OF
CITADEL," "MANAGEMENT OF CRAIG" and "MANAGEMENT OF READING" in the
Joint Proxy Statement/Prospectus, which information is incorporated
herein by reference.
Item 1003(c)(3). None of the executive officers or directors of
Reading, Citadel, Craig, Craig Merger Sub or Reading Merger Sub has
been convicted in a criminal proceeding during the past five years.
Item 1003(c)(4). None of the executive officers or directors of
Reading, Citadel, Craig, Craig Merger Sub or Reading Merger Sub has
been a party to any judicial or administrative proceeding during the
past five years that resulted in a judgment, decree or final order
enjoining him or her from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding
of any violation of federal or state securities laws.
Item 1003(c)(5). All of the executive officers and directors of
Reading, Citadel, Craig, Craig Merger Sub and Reading Merger Sub are
United States citizens.
ITEM 4. TERMS OF THE TRANSACTION.
Item 1004(a). Reference is hereby made to the information on the cover
page of the Joint Proxy Statement/Prospectus and under the captions
"SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS - We Are Proposing A
Consolidation Of Citadel, Craig And Reading," "THE CITADEL ANNUAL
MEETING," "THE CRAIG SPECIAL MEETING," "THE READING SPECIAL MEETING,"
"PROPOSAL TO APPROVE THE CONSOLIDATION," "THE CONSOLIDATION AGREEMENT"
and "COMPARISON OF RIGHTS OF HOLDERS OF CITADEL NONVOTING COMMON STOCK,
CRAIG COMMON STOCK AND COMMON PREFERENCE STOCK AND READING COMMON
STOCK" in the Joint Proxy Statement/Prospectus, which information is
incorporated herein by reference.
Item 1004(c). Not applicable.
Item 1004(d). Reference is made to the cover page of the Joint Proxy
Statement/Prospectus and the answer to the question "AM I ENTITLED TO
APPRAISAL RIGHTS?" under the caption "SUMMARY OF THE JOINT PROXY
STATEMENT/PROSPECTUS" and the information under the caption "PROPOSAL
TO APPROVE THE CONSOLIDATION - No Dissenters' or Appraisal Rights" in
the Joint Proxy Statement/Prospectus, which information is incorporated
herein by reference.
Item 1004(e). None.
Item 1004(f). Reference is made to the cover page of the Joint Proxy
Statement/Prospectus and the information under the caption "PROPOSAL TO
APPROVE THE CONSOLIDATION - Listing on the American Stock Exchange of
Citadel Nonvoting Common Stock to be Issued in the Consolidation" in
the Joint Proxy Statement/Prospectus, which information is incorporated
herein by reference.
4
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 1005(a). Reference is made to the information under the caption
"MANAGEMENT OF CITADEL - Certain Relationships and Related-Party
Transactions" in the Joint Proxy Statement/Prospectus, which
information is incorporated herein by reference.
Items 1005(b) and (c). Not applicable.
Item 1005(e). Reference is made to the information under the caption
"THE CONSOLIDATION AGREEMENT - Voting Covenants" in the Joint Proxy
Statement/Prospectus, which information is incorporated herein by
reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 1006(b). Reference is made to the cover page and the information
under the caption "PROPOSAL TO APPROVE THE CONSOLIDATION - Structure of
the Consolidation and Conversion of Stock and Options," which
information is incorporated herein by reference.
Items 1006(c)(1) - (5). Not applicable.
Items 1006(c)(6)-(8). Reference is made to the information under the
caption "PROPOSAL TO APPROVE THE CONSOLIDATION - Delisting and
Deregistration of Craig and Reading Common Stock after the
Consolidation" in the Joint Proxy Statement/Prospectus, which
information is incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
Items 1013(a)-(c). Reference is made to the information under the
captions "SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS - Our Reasons
for Proposing the Consolidation of Craig and Reading" and "SPECIAL
FACTORS - Background of the Consolidation" in the Joint Proxy
Statement/Prospectus, which information is incorporated herein by
reference.
Item 1013(d). Reference is made to the information under the captions
"PROPOSAL TO APPROVE THE CONSOLIDATION - Structure of the Consolidation
and Conversion of Stock and Options," "- Material United States Federal
Tax Consequences" and "- Restrictions on Sales of Shares by Affiliates"
in the Joint Proxy Statement/Prospectus, which information is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
Item 1014(a). Reference is made to the information under the captions
"SPECIAL FACTORS - Recommendation of Reading's Board of Directors" and
"- Fairness Considerations" in the Joint Proxy Statement/Prospectus,
which information is incorporated herein by reference.
Item 1014(b). Reference is made to the information under the captions
"SPECIAL FACTORS - Background of the Consolidation," "- Reading's
Reasons for the Consolidation, "- Recommendation of Reading's Board of
Directors" and "-Fairness Considerations" in the Joint Proxy
Statement/Prospectus, which information is incorporated herein by
reference.
Item 1014(c). The consolidation transaction is not structured so as to
require the approval of a majority of the unaffiliated Reading
stockholders. Reference is made to the information under the caption
"SPECIAL FACTORS - Fairness Considerations" in the Joint Proxy
Statement/Prospectus, which information we incorporated herein by
reference.
5
Item 1014(d). The Reading non-employee director has not retained a
representative to act on behalf of the unaffiliated Reading
stockholders for purposes of negotiating the consolidation transaction
or preparing a report concerning the fairness of the transaction.
Reference is made to the information under the caption "SPECIAL FACTORS
- Fairness Considerations" in the Joint Proxy Statement/Prospectus,
which information we incorporated herein by reference.
Item 1014(e). Reference is made to the information under the captions
"SPECIAL FACTORS - Recommendation of Reading's Board of Directors" in
the Joint Proxy Statement/Prospectus, which information is incorporated
herein by reference.
Item 1014(f). Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
Items 1015(a) - (c). Reference is made to the information under the
caption "SPECIAL FACTORS - Opinion of the Companies' Financial Advisor"
and to the Opinion of Marshall & Stevens Incorporated set forth as
Annex B in the Joint Proxy Statement/Prospectus, which information is
incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Items 1007(a) and (b). Not applicable.
Item 1007(c). Reference is made to the information in Note (G) to the
Unaudited Pro Forma Combined Statement of Income on page 102 and under
the caption "THE CONSOLIDATION AGREEMENT - Expenses" in the Joint Proxy
Statement/Prospectus, which information is incorporated herein by
reference.
Item 1007(d). Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 1008(a). Reference is made to the information under the caption
"INFORMATION REGARDING CITADEL, CRAIG AND READING - Security Ownership
of Certain Beneficial Owners and Management of Reading" in the Joint
Proxy Statement/Prospectus, which information is incorporated herein by
reference.
Item 1008(b). Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
Item 1012(d). Reference is made to the information under the caption
"THE CONSOLIDATION AGREEMENT - Voting Covenants" and "THE READING
SPECIAL MEETING - Vote and Quorum Required" in the Joint Proxy
Statement/Prospectus, which information is incorporated herein by
reference.
Item 1012(e). Reference is made to the information under the captions
"SPECIAL FACTORS - Reading's Reasons for the Consolidation" and "-
Recommendation of Reading's Board of Directors," in the Joint Proxy
Statement/Prospectus, which information is incorporated herein by
reference.
6
ITEM 13. FINANCIAL STATEMENTS.
Item 1010(a)(1). The audited financial statements set forth in
Reading's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 are incorporated herein by reference.
Item 1010(a)(2). The unaudited financial statements set forth in
Reading's quarterly report on Form 10-Q for the quarter ended September
30, 2001 are incorporated herein by reference.
Item 1010(a)(3). Not applicable.
Item 1010(a)(4). Reference is made to the information under the caption
"COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA" in the
Joint Proxy Statement/Prospectus, which information is incorporated
herein by reference.
Item 1010(b). Not applicable.
Item 1010(c). Reference is made the information under the caption
"SELECTED HISTORICAL AND SELECTED UNAUDITED PRO FORMA COMBINED
CONDENSED FINANCIAL DATA - Reading Selected Historical Consolidated
Financial Data" in the Joint Proxy Statement/Prospectus, which
information is incorporated herein by reference.
ITEM 14. PERSONS/ASSETS RETAINED EMPLOYED, COMPENSATED OR USED.
Items 1009(a) and (b). Not applicable.
ITEM 15. ADDITIONAL INFORMATION.
Item 1011(b). Reference is hereby made to the Joint Proxy
Statement/Prospectus, a copy of which is attached hereto as Exhibit
(a)(2) and (3) and incorporated herein by reference in its entirety.
ITEM 16. EXHIBITS.
The following exhibits included with, or incorporated by reference, in
this Statement are made as part of this Statement:
Items 1016(a)(2) and (3). Preliminary Joint Proxy Statement/Prospectus,
dated November 16, 2001.
Item 1016(a)(5). The following documents, which were filed by Citadel
with the Securities and Exchange Commission, are incorporated herein by
reference:
o Citadel's annual report on Form 10-K for the fiscal year ended
December 31, 2000.
o Citadel's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2001.
The following documents, which were filed by Craig with the Securities
and Exchange Commission, are incorporated herein by reference:
o Craig's annual report on Form 10-K for the fiscal year ended
December 31, 2000.
o Craig's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2001.
7
The following documents, which were filed by Reading with the
Securities and Exchange Commission, are incorporated herein by
reference:
o Reading's annual report on Form 10-K for the fiscal year ended
December 31, 2000.
o Reading's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2001.
Item 1016(b). Not applicable.
Item 1016(c)(1). Opinion of Marshall & Stevens Incorporated (included
as Annex B to the Joint Proxy Statement/Prospectus filed as Exhibit
(a)(2) and (3) to this Statement and incorporated herein by reference).
Item 1016(c)(2). Complete appraisal of real property by Cushman &
Wakefield Inc. dated January 28, 2000 on the Orpheum Theater - summary
report.*
Item 1016(c)(3). Valuation report by LandMark White - dated 11/21/00 on
the Bundaberg Reading Cinema.*
Item 1016(c)(4). CB Richard Ellis valuation report prepared for the
Bank of New Zealand on Wakefield Carpark, 24 Tory Street, Wellington.
Item 1016(c)(5). Valuation report dated 12/22/99 on Waurnvale Shopping
Center Geelong Reading Cinemas.*
Item 1016(c)(6). Cushman & Wakefield Inc. Limited Appraisal in a
restricted format value-in-use report - dated 6/21/00 on the Minetta
Lane Theatre.*
Item 1016(c)(7). Complete appraisal in a summary format dated 3/27/00
by Cushman & Wakefield of the Union Square Theatre.*
Item 1016(c)(8). LandMark White valuation report as of 12/5/00 on Red
Yard, 100 Parramatta Road, Auburn, NSW.*
Item 1016(c)(9). LandMark White valuation as of 1/6/00 on 100
Parramatta Road, Auburn, NSW.*
Item 1016(c)(10). LandMark White valuation report as of 12/5/00 of
Belmont Entertainment Complex, Knutsford Avenue and Pulham Street,
Belmont, WA.*
Item 1016(c)(11). LandMark White valuation report as of November 21,
2000 on Horner, Hall Everage Streets, Moonee Ponds.*
Item 1016(c)(12). CB Richard Ellis, complete appraisal in
self-contained report form of 600 Brand Building, Glendale, California
as of 11/9/00.*
Item 1016(c)(13). Alliance appraisal of Big 4 Farm, as of 1/1/00 in
Summary format.*
Item 1016(c)(14). LandMark White Valuation Report, retail development
121 Enoggera Road, Newmarker QLD 4057 dated 11/10/00.*
- --------
* Filed in paper pursuant to a continuing hardship exemption.
8
Item 1016(c)(15). CB Richard Ellis valuation report on Courtenay
central site, Courtenay Place, Wakefield Street, Wellington - dated
August 2000.*
Item 1016(c)(16). CB Richard Ellis - valuation report of the Courtenay
Central Cinema, a retail complex, Courtenay Place, Wellington - dated
September 2000.*
Item 1016(c)(17). LandMark White valuation Report on Burwood Brickwork
site, 78 Middleborough Road, Burwood - dated 12/15/00.*
Item 1016(c)(18). Alliance Appraisal's valuation report on Big 4 Farm
as of 12/1/00.*
Item 1016(d). Agreement and Plan of Merger, dated as of August 17,
2001, among Citadel Holding Corporation, Craig Merger Sub, Inc.,
Reading Merger Sub, Inc., Craig Corporation and Reading Entertainment,
Inc. (included as Annex A to the Joint Proxy Statement/Prospectus filed
as Exhibit (a)(2) and (3) to this Statement and incorporated herein by
reference).
Items 1016(f) and (g). Not applicable.
- --------
* Filed in paper pursuant to a continuing hardship exemption.
9
SIGNATURE
After due 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.
READING ENTERTAINMENT, INC.
Date: November 16, 2001 By: /s/ James J. Cotter
-------------------
James J. Cotter
Chairman
CRAIG CORPORATION
By: /s/ James J. Cotter
-------------------
James J. Cotter
Chairman
CITADEL HOLDING CORPORATION
By: /s/ James J. Cotter
-------------------
James J. Cotter
Chairman
READING MERGER SUB, INC.
By: /s/ James J. Cotter
-------------------
James J. Cotter
Chairman
CRAIG MERGER SUB, INC.
By: /s/ S. Craig Tompkins
-------------------
S. Craig Tompkins
President
/s/ James J. Cotter
-------------------
JAMES J. COTTER
10
EXHIBIT INDEX
(a)(2) and (3). Preliminary Joint Proxy Statement/Prospectus, dated
November 16, 2001.
(a)(5). The following documents, which were filed by Citadel with the
Securities and Exchange Commission, are incorporated herein by
reference:
o Citadel's annual report on Form 10-K for the fiscal year ended
December 31, 2000.
o Citadel's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2001.
The following documents, which were filed by Craig with the Securities
and Exchange Commission, are incorporated herein by reference:
o Craig's annual report on Form 10-K for the fiscal year ended
December 31, 2000.
o Craig's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2001.
The following documents, which were filed by Reading with the
Securities and Exchange Commission, are incorporated herein by
reference:
o Reading's annual report on Form 10-K for the fiscal year ended
December 31, 2000.
o Reading's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2001.
Item 1016(b). Not applicable.
Item 1016(c)(1). Opinion of Marshall & Stevens Incorporated (included
as Annex B to the Joint Proxy Statement/Prospectus filed as Exhibit
(a)(2) and (3) to this Statement and incorporated herein by reference).
Item 1016(c)(2). Complete appraisal of real property by Cushman &
Wakefield Inc. dated January 28, 2000 on the Orpheum Theater - summary
report.*
Item 1016(c)(3). Valuation report by LandMark White - dated 11/21/00 on
the Bondaberg Reading Cinema.*
Item 1016(c)(4). CB Richard Ellis valuation report prepared for the
Bank of New Zealand on Wakefield Carpark, 24 Tory Street, Wellington.*
Item 1016(c)(5). Valuation report dated 12/22/1999 on Waunvale Shopping
Center Geelong Reading Cinemas.*
Item 1016(c)(6). Cushman & Wakefield Inc. Limited Appraisal in a
restricted format value-in-use report - dated 6/21/00 on the Minetta
Lane Theatre.*
Item 1016(c)(7). Complete appraisal in a summary format dated 3/27/00
by Cushman & Wakefield of the Union Square Theatre.*
- --------
* Filed in paper pursuant to a continuing hardship exemption.
11
Item 1016(c)(8). LandMark White valuation report as of 12/5/00 on Red
Yard, 100 Parramatta Road, Auburn, NSW.*
Item 1016(c)(9). LandMark White valuation as of 1/6/00 on 100
Parramatta Road, Auburn, NSW.*
Item 1016(c)(10). LandMark White valuation report as of 12/5/00 of
Belmont Entertainment Complex, Knutsford Avenue and Pulham Street,
Belmont, WA.*
Item 1016(c)(11). LandMark White valuation report as of November 21,
2000 on Horner, Hall Everage Streets, Moonee Ponds.*
Item 1016(c)(12). CB Richard Ellis, complete appraisal in
self-contained report form of 600 Brand Building, Glendale, California
as of 11/9/00.*
Item 1016(c)(13). Alliance appraisal of Big 4 Farm, as of 1/1/00 in
Summary format.*
Item 1016(c)(14). LandMark White Valuation Report, retail development
121 Enoggera Road, Newmarker QLD 4057 dated 11/10/00.*
Item 1016(c)(15). CB Richard Ellis valuation report on Courtenay
central site, Courtenay Place, Wakefield Street, Wellington - dated
August 2000.*
Item 1016(c)(16). CB Richard Ellis - valuation report of the Courteney
Central Cinema, a retail complex, Courtenay Place, Wellington - dated
September 2000.*
Item 1016(c)(17). LandMark White valuation Report on Burwood Brickwork
site, 78 Middleborough Road, Burwood - dated 12/15/00.*
Item 1016(c)(18). Alliance Appraisal's valuation report on Big 4 Farm
as of 12/1/00.*
Item 1016(d). Agreement and Plan of Merger, dated as of August 17,
2001, among Citadel Holding Corporation, Craig Merger Sub, Inc.,
Reading Merger Sub, Inc., Craig Corporation and Reading Entertainment,
Inc. (included as Annex A to the Joint Proxy Statement/Prospectus filed
as Exhibit (a)(2) and (3) to this Statement and incorporated herein by
reference).
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* Filed in paper pursuant to a continuing hardship exemption.
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