UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): October 8, 2007
READING
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
(State
or
Other Jurisdiction of Incorporation)
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1-8625
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95-3885184
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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500
Citadel Drive
Suite
300
Commerce,
California
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90040
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(213)
235-2240
(Registrant’s
Telephone Number, Including Area Code)
n/a
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425).
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b)).
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)).
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Item 1.01
Entry Into a Material Definitive Agreement
On
October 8, 2007, Reading International, Inc. (“we,” “us,” “our” or “Reading”)
entered into purchase and sale agreements with Pacific Theatres Exhibition
Corp.
and its affiliates (the “Sellers”), pursuant to which we agree to acquire from
the Sellers fifteen motion picture exhibition theaters and theater-related
assets. The theaters, which are located in the United States, contain
181 screens. The acquired assets will include leasehold interests
underlying the theaters and related furniture, fixtures, and equipment and
other
assets. The aggregate purchase price of the acquired assets will be
approximately $72 million, subject to certain adjustments.
The
acquisition will be made through a wholly owned subsidiary formed by us for
this
purpose, and will be financed principally by a combination of institutional
debt
financing to be obtained by us and seller financing. Our obligation
to complete the acquisition is conditioned upon obtaining debt financing, and
we
have agreed to pay the Sellers a termination fee under some circumstances if
the
financing is not obtained.
The
purchase and sale agreements contain customary representations and warranties
from us and the Sellers and covenants of the Sellers regarding the operation
of
the theaters prior to the closing. The agreements also generally restrict the
Sellers for the five-year period following the acquisition from owning or
operating competing theaters within the geographic areas in which the acquired
theaters are located. The closing of the acquisition is subject to customary
conditions, including, among others, the receipt of written consents from the
landlords under the leasehold interests to be acquired and the expiration of
the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act
of 1974. We presently expect the acquisition to close in the fourth quarter
of
this year, with the timing dependent upon a number of factors.
The
purchase and sale agreements may be terminated under certain circumstances,
including by any party after January 18, 2008 if the acquisition has not been
completed due to no fault of the terminating party.
The
foregoing is a summary only of the terms and provisions of the purchase and
sale
agreements, copies of which will be filed as part of our next Quarterly Report
on Form 10-Q.
Apart
from entering into the purchase and sale agreements, we have not engaged in
any
material transactions or had any material business dealings with the
Sellers. The Sellers are controlled, directly or indirectly, by
Michael Forman and Christopher Forman. James J. Cotter, our President
and Chief Executive Officer and controlling stockholder, has several past and
ongoing business dealings with Michael Forman and his
affiliates. Among other things, Mr. Cotter and Mr. Forman each own
beneficially 50% of Sutton Hill Capital, LLC (“SHC”), with which we have engaged
in several transactions.
In
June
2007, we sold to SHC a 25% non-managing membership interest in our Sutton Hill
Properties, LLC subsidiary, through which we own Cinemas 1, 2 and 3 in New
York
City. The interest was sold to SHC pursuant to an option previously
granted by us to SHC in September 2005. In June 2007, Sutton Hill
Properties, LLC took out a mortgage loan and made a distribution to us and
SHC
of our respective shares of the net proceeds from that loan. We also
currently have outstanding notes payable to SHC in the principal amounts of
$5
million and $9 million, respectively.
The
foregoing transactions with SHC are described in detail in our most recent
Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission. Apart from the
foregoing, there is no material relationship between us and the
Sellers.
Item
7.01 Regulation FD Disclosure
A
copy of
the press release issued by us and the Sellers on October 9, 2007 regarding
the
signing of the purchase and sale agreements is attached hereto as Exhibit
99.1. The information in this Item 7.01 and Exhibit 99.1 shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or
the
Exchange Act.
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Item
9.01 Financial Statements and Exhibits
(c) Exhibits.
99.1 Press
Release dated October 9, 2007
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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READING
INTERNATIONAL, INC.
By: /s/
Andrzej
Matyczynski
Andrzej
Matyczynski
Chief
Financial Officer
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Dated: October
9, 2007
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EXHIBIT
99.1
Reading
International Agrees to Purchase Cinemas from Pacific
Theatres
LOS
ANGELES, California – October 9, 2007 – Reading International, Inc. (AMEX – RDI)
announced today that it has entered into agreements to acquire leasehold
interests in 15 of the 29 cinemas operated by Pacific Theatres Exhibition Corp.
and its affiliates. The cinemas, which are located in the United
States, contain 181 screens with annual revenue of approximately $81
million. The aggregate purchase price of the cinemas and related
assets is $72 million.
The
acquisition will be made through a
wholly owned subsidiary of RDI and will be financed principally by a combination
of debt financing which has been committed by GE Capital Corporation and seller
financing. RDI’s obligation to complete the acquisition is
conditioned upon its receipt of funds described in the financing commitment,
and
RDI has agreed to pay the sellers a termination fee if the acquisition is not
completed under certain circumstances. The completion of the
acquisition is also subject to customary closing conditions and is expected
to
be completed with the timing dependent on a number of factors, before year
end.
About
Reading International, Inc.
Reading
International (http://www.readingrdi.com) is in the business of owning
and operating cinemas and developing, owning and operating real estate
assets. RDI’s business consists primarily of:
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the
development, ownership and operation of multiplex cinemas in the
United
States, Australia and New Zealand;
and
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the
development, ownership and operation of retail and commercial real
estate
in Australia, New Zealand and the United States, including
entertainment-themed retail centers (“ETRC”) in Australia and New Zealand
and live theater assets in Manhattan and Chicago in the United
States.
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About
Pacific Theatres
Founded
in 1946 by William R. Forman, Pacific Theatres currently operates more than
350
screens throughout California and Hawaii, including ArcLight Cinemas
Hollywood. The company also owns and manages drive-in theaters, and
ancillary businesses such as swap meets, family fun centers, and a bowling
center.
Forward-Looking
Statements
This
press release contains certain statements that are “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E
of the Securities Exchange Act of 1934. Such statements are qualified
by the inherent risks and uncertainties surrounding future expectations
generally and also may materially differ from actual future experience involving
any one or more of such statements. Such risks and uncertainties
include satisfaction of conditions to the closing of the acquisition
contemplated by the agreements with Pacific and its affiliates and the timing
of
the acquisition, as well as other risk factors as set forth from time to time
in
RDI’s filings with the Securities and Exchange Commission. The
inclusion of a forward-looking statement in this press release should not be
regarded as a representation by RDI that its objectives will be
achieved. RDI undertakes no obligation to publicly update
forward-looking statements, whether as a result of new information, future
events, or otherwise.
Media
Contact
Reading
International, Inc.
Andrzej
Matyczynski
Telephone:
(213) 235-2240
Pacific
Theatres
Dupe
Bosu
JS²
Communications
323-866-0880
ext. 109