SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 13e-3 Transaction Statement under
Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 3)
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)
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$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 Amendment No. 3 (this "Final Amendment") is the final amendment to
and supplements the Rule 13e-3 Transaction Statement, as amended by Amendments
Nos. 1 and 2 thereto, relating 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").
Completion of the Consolidation and Conversion of Stock and Options
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This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under
the Securities Exchange Act of 1934 (the "Exchange Act") to report the
completion on December 31, 2001 of the consolidation transaction. On December
31, 2001, the stockholders of Citadel approved of the issuance of Citadel
nonvoting common shares in the consolidation and the respective stockholders of
Craig and Reading approved of the Consolidation Agreement at joint meetings of
the stockholders of the three companies. The "effective time" of the
consolidation was the time of the filing of the respective Articles of Merger of
Reading and Craig with the Nevada Secretary of State, which occurred on December
31, 2001.
At the effective time, Reading Merger Sub merged with and into Reading,
and Craig Merger Sub merged with and into Craig, with the result that Reading
and Craig became wholly owned subsidiaries of Citadel, and Reading stockholders
and Craig stockholders became stockholders of Citadel as described in the
following paragraphs.
Reading Common Stock
At the effective time, each outstanding share of Reading common stock
was automatically converted into the right to receive 1.25 shares of Citadel
nonvoting common stock.
Craig Common Stock and Common Preference Stock
At the effective time, each outstanding share of Craig common stock and
common preference stock was automatically converted into the right to receive
1.17 shares of Citadel nonvoting common stock.
Reading and Craig Options
At the effective time, each outstanding stock option of Reading and
Craig was 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 Common Stock
- ----------------------------------------------------
On December 31, 2001, Reading filed with the Securities and Exchange
Commission a Certification and Notice of Termination on Form 15 in order to
terminate in accordance with Rule 12g-4 under the Exchange Act the registration
of Reading common stock under Section 12(g) of the Exchange Act. As of that
date, Reading's obligation to file information, documents and reports under
Section 13 of the Exchange Act with respect to its common stock was suspended in
accordance with Rule 12h-3 under the Exchange Act. In addition, Reading notified
The Nasdaq Stock Market to cease quotations for Reading common stock as of the
opening of business on January 2, 2002.
1
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: December 31, 2001 By: /s/ James J. Cotter
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James J. Cotter
Chairman
CRAIG CORPORATION
By: /s/ James J. Cotter
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James J. Cotter
Chairman
CITADEL HOLDING CORPORATION
By: /s/ James J. Cotter
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James J. Cotter
Chairman
READING MERGER SUB, INC.
By: /s/ James J. Cotter
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James J. Cotter
Chairman
CRAIG MERGER SUB, INC.
By: /s/ S. Craig Tompkins
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S. Craig Tompkins
President
/s/ James J. Cotter
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JAMES J. COTTER