Reading International Provides Update on California Superior Court Ruling Regarding the Cotter Living Trust

Category:

12/20/17 8:00 am EST

Dateline:

CULVER CITY, Calif.

Public Company Information:

NASDAQ:
RDI
US7554081015
"A potential sale of RDI, and the appointment of a trustee ad litem, will be addressed in a separate statement of decision."

CULVER CITY, Calif.--(BUSINESS WIRE)--Reading International, Inc. (“Reading” or the “Company”) today announced that the Superior Court of the State of California for the County of Los Angeles has filed a Statement of Decision (the "Statement of Decision") in the matter regarding the James J. Cotter Living Trust (the “Cotter Living Trust”), Case No. BP159755 (the "Trust Litigation"). The Statement of Decision was rendered on December 8, 2017. A copy of the decision was received by Reading on December 18, 2017. The Court’s Statement of Decision supersedes its Tentative Statement of Decision dated August 29, 2017, discussed in Reading’s press release of September 5, 2017 and Reading’s Report on Form 8-K also dated September 5, 2017.

As previously disclosed, the Trust Litigation involves assets of our Company’s founder, former Chairman, Chief Executive Officer and controlling stockholder, James J. Cotter, Sr. The Cotter Living Trust holds approximately 41.4% of Reading’s voting common stock. The Estate of James J. Cotter, which is the subject of a separate probate proceeding pending in the State of Nevada, holds, among other assets, 25.5% of Reading’s voting common stock, which is currently anticipated to ultimately “pour over” into the Cotter Living Trust. It is anticipated that ultimately, the Reading voting common stock held by the Cotter Living Trust and the Estate of James J. Cotter will pour over into a sub-trust (the “Cotter Voting Trust”), established for the benefit of the grandchildren of James J. Cotter, Sr., at which time the Cotter Voting Trust would hold Reading voting common stock representing approximately 66.9% of the voting power of Reading.

The Statement of Decision declares the 2014 Amendment to the Cotter Living Trust invalid. The 2014 Amendment, among other things, purported to add James J. Cotter, Jr., as a trustee of the Cotter Living Trust and as a trustee of the Cotter Voting Trust, and to require that James J. Cotter, Jr. be maintained as a member of the Reading Board of Directors. Assuming that the Statement of Decision is finalized in a judgment and not appealed, Ellen Cotter and Margaret Cotter will continue as the sole Co-Trustees of the Cotter Living Trust, as it existed prior to the 2014 Amendment, and Margaret Cotter will likewise continue as the sole Trustee of the Cotter Voting Trust again as it existed prior to the 2014 Amendment. In the event of the resignation, disability or demise of Margaret Cotter, James J. Cotter, Jr. will be the successor trustee of the Cotter Voting Trust but has no present authority over the Cotter Living Trust, the Cotter Voting Trust or the Reading voting common stock held by the Estate of James J. Cotter, the Cotter Living Trust and/or the Cotter Voting Trust.

The Statement of Decision takes no action on the appointment of a temporary trustee ad litem to seek offers for the purchase of the Reading voting common stock currently held by the Cotter Living Trust, stating “A potential sale of RDI, and the appointment of a trustee ad litem, will be addressed in a separate statement of decision.” The non-binding Tentative Statement of Decision issued by the Superior Court on August 29, 2017 had provided for the appointment of a temporary trustee ad litem “with the narrow and specific authority to obtain offers to purchase the Reading stock in the voting trust or the citrus farms (certain orchard and packing house properties previously owned by Mr. Cotter, Sr.), but not to exercise any other powers without court approval, specifically the sale of the [sic] company or any other powers possessed by the trustees.” The Superior Court acknowledged in the Tentative Ruling that it has no jurisdiction over “the sale of the [C]ompany.” The appointment of such a temporary trustee ad litem to solicit bids for control of Reading is opposed by Ellen Cotter, Margaret Cotter and Reading.

About Reading International, Inc.

Reading International, Inc. (NASDAQ: RDI) is a leading entertainment and real estate company, engaging in the development, ownership and operation of multiplex cinemas and retail and commercial real estate in the United States, Australia and New Zealand.

The family of Reading brands includes cinema brands Reading Cinemas, Angelika Film Centers, Consolidated Theatres, and City Cinemas; live theaters operated by Liberty Theatres in the United States; and signature property developments, including Newmarket Village, Auburn Red Yard and Cannon Park in Australia, Courtenay Central in New Zealand and 44 Union Square in New York City.

Additional information about Reading can be obtained from the Company's website: http://www.readingrdi.com.

Contact:

Reading International, Inc.
Dev Ghose, Executive Vice President & Chief Financial Officer
Andrzej Matyczynski, Executive Vice President for Global Operations
(213) 235-2240
or
Joele Frank, Wilkinson Brimmer Katcher
Ed Trissel or Matthew Gross
(212) 355-4449