UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. __)
Filed by
the Registrant þ
Filed by
a party other than the Registrant ¨
Check the
appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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þ
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Definitive
Additional Materials
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¨
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Soliciting
Material under Sec. 240.14a-12
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READING INTERNATIONAL,
INC.
(Name of
Registrant as Specified In Its Charter)
N/A
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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þ
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No
fee required
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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¨
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Fee
paid previously with preliminary materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Proxy materials being sent to
stockholders of Reading International, Inc. (the “company,” “Reading,” “we,” “us,”
or “our”) are being amended prior to printing to reflect a correction
from the definitive proxy statement previously filed on April 22, 2009 with the
Securities and Exchange Commission. The change reflects the correct
number of shares of class A nonvoting common stock (“Class A Stock”) owned by
James J. Cotter, our Chairman and Chief Executive Officer. Below is a
fully revised beneficial ownership table with footnotes, which replace the
corresponding table on pages 4 and 5 of the previously filed proxy
statement.
Beneficial
Ownership of Securities
The
following table sets forth the shares of Class A Stock and Class B Stock
beneficially owned as of April 16, 2009 by:
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·
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each
of our incumbent directors and each director
nominee;
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each
of our named executive officers set forth in the Summary Compensation
Table of this Proxy Statement;
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·
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each
person known to us to be the beneficial owner of more than 5% of our Class
B Stock; and
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·
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all
of our directors and executive officers as a
group.
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Except as
noted, we believe that the indicated beneficial owner of the shares has sole
voting power and sole investment power.
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Amount
and Nature of Beneficial Ownership (1)
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Class A Stock
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Class B Stock
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Name
and Address of
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Number
of
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Percentage
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Number
of
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Percentage
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Beneficial
Owner
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Shares
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of
Stock
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Shares
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of
Stock
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James
J. Cotter (2)
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2,557,042 | 12.1 | % | 1,123,888 | 70.4 | % | ||||||||||
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Eric
Barr
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30,000 | (3) | * | -- | -- | |||||||||||
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James
J. Cotter, Jr.
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554,569 | (3) | 2.6 | % | -- | -- | ||||||||||
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Margaret
Cotter
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559,207 | (3) | 2.6 | % | -- | -- | ||||||||||
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William
D. Gould
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67,340 | (3) | * | -- | -- | |||||||||||
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Edward
L. Kane
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37,500 | (3) | * | 100 | * | |||||||||||
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Gerard
P. Laheney
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30,000 | (3) | * | -- | -- | |||||||||||
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Alfred
Villaseñor
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30,000 | (3) | * | -- | -- | |||||||||||
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Ellen
Cotter(4)
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601,909 | 2.8 | % | 50,000 | 3.2 | % | ||||||||||
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John
Hunter
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30,362 | * | -- | -- | ||||||||||||
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Andrzej
Matyczynski
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114,561 | (5) | * | -- | -- | |||||||||||
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Robert
F. Smerling
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43,750 | (6) | * | -- | -- | |||||||||||
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Pacific
Assets Management, LLC (7)
11601
Wilshire Boulevard, Suite 2180
Los
Angeles, California 90025
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N/A | N/A | 133,043 | 8.9 | % | |||||||||||
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PICO
Holdings, Inc. and PICO Deferred Holdings, LLC (8)
875
Prospect St., Suite 301
La
Jolla, California 92037
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N/A | N/A | 117,500 | 7.9 | % | |||||||||||
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Dimensional
Fund Advisors LP (9)
Palisades
West
Building
One
6300
Bee Cave Road
Austin,
Texas 78746
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N/A | N/A | 88,164 | 5.9 | % | |||||||||||
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All
Directors and Executive Officers as a Group (15
persons)(10)
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4,682,378 | 21.7 | % | 1,173,988 | 71.3 | % | ||||||||||
* Less
than 1%.
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(1)
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Beneficial
ownership is determined in accordance with Securities and Exchange
Commission rules. Shares subject to options that are presently
exercisable, or exercisable within 60 days of April 16, 2009, which are
indicated by footnote, are deemed outstanding in computing the percentage
ownership of the person holding the warrants or options, but not in
computing the percentage ownership of any other person. An
asterisk (*) denotes beneficial ownership of less than
1%.
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(2)
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Mr.
Cotter’s address is c/o the Company, 500 Citadel Drive, Suite 300,
Commerce, California 90040. The Class B Stock shown includes
100,000 shares subject to stock options and 696,080 shares owned by the
James J. Cotter Living Trust. The Class A Stock shown includes
153,615 shares of Class A Stock owned by Hecco Ventures, a general
partnership (“HV”). Mr. Cotter is the general partner of James
J. Cotter Ltd., a 20% general partner of HV, but has control over these
shares to the exclusion of the remaining partners, and does not
beneficially own any other Class A Stock owned by HV. The Class
A Stock shown also includes 2,216,299 shares owned by the James J. Cotter
Living Trust, 29,730 shares held in Mr. Cotter’s profit sharing plan, and
10,000 shares held by Cotter Enterprises,
LLC.
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(3)
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Includes
30,000 shares subject to stock
options.
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(4)
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Class
A Stock includes 75,000 shares subject to stock options and Class B Stock
includes 50,000 shares subject to stock
options.
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(5)
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Includes
100,100 shares subject to stock
options.
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(6)
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Consists
of shares subject to stock options.
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(7)
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Based
on Schedule 13F filed on February 17,
2009.
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(8)
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Based
on Schedule 13-G/A filed on January 14,
2009.
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(9)
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Based
on Schedule 13-G/A filed on February 9,
2009.
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(10)
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Class
A Stock includes 444,350 shares subject to stock options and Class B Stock
includes 150,000 shares subject to stock
options.
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