0000716634-14-000013.txt : 20140512 0000716634-14-000013.hdr.sgml : 20140512 20140512113151 ACCESSION NUMBER: 0000716634-14-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140512 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140512 DATE AS OF CHANGE: 20140512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: READING INTERNATIONAL INC CENTRAL INDEX KEY: 0000716634 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 953885184 STATE OF INCORPORATION: NV FISCAL YEAR END: 0114 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08625 FILM NUMBER: 14832029 BUSINESS ADDRESS: STREET 1: 6100 CENTER DRIVE STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 213 235 2240 MAIL ADDRESS: STREET 1: 6100 CENTER DRIVE STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90045 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL HOLDING CORP DATE OF NAME CHANGE: 19941216 8-K 1 rdi-20140512x8k.htm 8-K 3aadf7d085e6476

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,  DC 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):  May 12, 2014

 

Reading International, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

Nevada 

1-8625

95-3885184

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

6100 Center Drive, Suite 900, Los Angeles, California

90045

(Address of Principal Executive Offices)

(Zip Code)

 

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:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 8.01.  Other Events.

On May 12, 2014, Reading International, Inc. issued a press release announcing that it entered into a contract to sell its undeveloped 50.6 acre parcel in Burwood, Victoria, Australia.

Item 9.01. Financial Statements and Exhibits.

99.1 Press release issued on May 12, 2014.

 

 

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.

 

 

 

 

 

READING INTERNATIONAL, INC.

 

 

 

Date: May 12, 2014

By:

/s/ Andrzej Matyczynski

 

Name:

Andrzej Matyczynski

 

Title:

Chief Financial Officer

 

 

EX-99.1 2 rdi-20140512ex99130b231.htm EX-99.1 Burwood Sale PR

Reading International Announces AUS$65.0 million Burwood, Australia Property Sale

 

Los Angeles, California, - (BUSINESS WIRE) – May 12, 2014 –  Reading International, Inc. (NASDAQ:RDI) announced today that we have entered into a contract to sell our undeveloped 50.6 acre parcel in Burwood, Victoria, Australia.

The sale is to an affiliate of Australand Holdings Limited for a purchase price of AUS$65.0 million (US$59.1 million).   The contract is not subject to any due diligence or board approval conditions, and it is currently  anticipated that the sale will close on or before May 23, 2014.  The buyer’s performance is guaranteed by Australand Holdings Limited.

Reading will receive AUS$6.5 million (US$5.9 million) on the closing.  The balance of the purchase price is due on December 31, 2017.  The agreement provides for mandatory pre-payments in the event that any of the land is sold by the buyer, any such prepayment being in an amount equal to the greater of (a) 90% of the net sale price or (b) the balance of the purchase price multiplied by a fraction the numerator of which is the square footage of property being sold by the buyer and the denominator of which is the original square footage of the property being sold to the buyer.  The agreement does not provide for the payment of interest on the balance owed.

Our book basis in the property is AUS$52.1 million.  However, this figure includes (i) a capitalized allocation of AUS$11.3 million  of our aggregate interest expense  during the period we held the property and (ii) an AUS$12.0 million upward mark to market revaluation in connection with a 2001 merger transaction.   Netting out this interest allocation and this merger mark-to-market revaluation, our investment in the property totals AUS$28.8 million.

This is our second major land disposition transaction in the past twelve months.  As we previously announced, on October 21, 2013, we entered into a contract to sell our 3.3 acre Moonee Ponds property.  That contract provides for an April 16, 2015 close, having gone unconditional following the agreement by the Foreign Investment Review Board, to the sale.  The contract further calls for the full purchase price of AUS$23.0 million (US$20.9 million) to be released to Reading on that day.

On completion these two transactions will generate a total of approximately AUS$88.0 million (US$80.0 million) in cash to our company by the end of 2017.  Neither of these properties is currently income producing to any material extent.

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.  Our business consists primarily of:

·

the development, ownership and operation of multiplex cinemas in the United States, Australia and New Zealand; and

 

·

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.

 

Reading manages its worldwide business under various different brands:

·

in the United States, under the

o

Reading brand (http://www.readingcinemasus.com);

o

Angelika Film Center brand (http://www.angelikafilmcenter.com);

o

Consolidated Theatres brand (http://www.consolidatedtheatres.com);

o

City Cinemas brand (http://www.citycinemas.com);

o

Beekman Theatre brand (http://www.beekmantheatre.com);

o

The Paris Theatre brand (http://www.theparistheatre.com);

o

Liberty Theatres brand (http://libertytheatresusa.com/); and

o

Village East Cinema brand (http://villageeastcinema.com)

·

in Australia, under the

o

Reading brand (http://www.readingcinemas.com.au); and

o

Newmarket brand (http://readingnewmarket.com.au)

·

in New Zealand, under the

o

Reading brand (http://www.readingcinemas.co.nz);

o

Rialto brand (http://www.rialto.co.nz);

o

Reading Properties brand (http://readingproperties.co.nz);

o

Courtenay Central brand (http://www.readingcourtenay.co.nz);

o

Steer n’ Beer restaurant brand (http://steernbeer.co.nz); and

o

Taupo Motel brand (http://www.sailstaupo.co.nz).  

 

 

 

For more information, contact:

Andrzej Matyczynski, Chief Financial Officer

Reading International, Inc.  (213) 235-2240