UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of
report (Date of earliest event reported): February 3, 2009
Reading International,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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1-8625
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95-3885184
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
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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Registrant's
telephone number, including area code: (213) 235-2240
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:
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¨
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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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¨
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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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¨
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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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EXPLANATORY
NOTE
Reading
is furnishing this amendment to its Form 8-K filed on February 9, 2009 to
correct the defined term, “Reading,” in the first sentence of the first
paragraph and to correct the second sentence of the second
paragraph. The entire text of the Form 8-K is restated herein with
all corrections incorporated.
Item
1.01 Entry into a Material Definitive Agreement
Exchange of Replacement
Securities for Trust Preferred Securities
As
previously reported in a recent Form 8-K filing, Reading International, Inc.
(“RDI”) and Reading New
Zealand, Limited (collectively, “Reading”), issued Junior
Subordinated Notes pursuant to the Indenture, dated February 5, 2007, between
Reading and Wells Fargo Bank, N.A., as trustee, in the original principal amount
of $51,547,000. The Notes are held by Reading International Trust I, a
trust organized under the Amended and Restated Trust Agreement, dated February
5, 2007 (the “Trust
Agreement”). Trust Preferred Securities (the “Trust Preferred Securities”)
were issued under the Trust Agreement in the original liquidation amount of
$50,000,000, to Kodiak CDO I, Ltd. and Kodiak CDO II, Ltd. (each, “CDO Issuer I” and “CDO Issuer II”; collectively,
the “CDO
Issuers”). On December 31, 2008, Reading offered to exchange
at least $22,925,000 of the Trust Preferred Securities for replacement
securities (the "Replacement
Securities") to be identified and acquired by Reading for this purpose
(the “2008
Offer”). As previously reported, CDO Issuer II accepted
$6,500,049 worth of Replacement Securities for $13,000,098 of the Trust
Preferred Securities in transactions on January 14 and January 15,
2009.
On
February 3, 2009, we completed another exchange in which we reacquired
$9,924,902 worth of the Trust Preferred Securities. In this
transaction, we gave $4,962,451 of Replacement Securities to CDO Issuer
II and received in return $9,924,902 worth of our Trust Preferred
Securities. As a result of this transaction, we expect to recognize
an additional forgiveness of debt gain in our first quarter of 2009 of
$4,962,451. With all three of the Trust Preferred Securities exchange
transactions described above, we expect our total forgiveness of debt gain for
the first quarter to be $11,462,500. The February 3, 2009 exchange
completes the reacquisition of the $22,925,000 worth of Trust Preferred
Securities pursuant to the 2008 Offer, and we do not contemplate further
reacquisition of Trust Preferred Securities at this time.
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 hereunto
duly authorized.
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READING
INTERNATIONAL, INC.
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Date:
February 11, 2009
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By:
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/s/
Andrzej Matyczynski
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Name:
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Andrzej
Matyczynski
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Title:
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Chief
Financial Officer
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