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Non-Tech : Craig (CRG) - Vulture Pick

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To: ccportfolio who wrote ()12/10/1998 12:47:00 PM
From: Andrew   of 27
Reading to acquire 22 NYC screens and 3 live 'off-broadway' theaters

found at

Tuesday December 8, 7:32 pm Eastern Time
Company Press Release
SOURCE: Reading Entertainment, Inc.

READING Announces City Cinemas Lease Agreement and
Acquisition of 'Off Broadway Theaters'

PHILADELPHIA, Dec. 8 /PRNewswire/ -- Reading Entertainment, Inc. (Nasdaq: RDGE - news; PHLX: RDG - news) announced today that Reading has entered into an Agreement in Principle to lease and operate the cinemas constituting the City Cinemas Circuit located in Manhattan and to acquire three live ''Off Broadway'' theaters also located in Manhattan. Included in the City Cinemas Circuit are the Cinemas 1, 2 and 3, the Murray Hill, the Sutton and the Village East cinemas. Reading is also acquiring the 1/6th interest in the Angelika Film Center not already owned by Reading and certain management rights with respect to the Gotham, Eastside Playhouse and the Angelika Film Center. In addition, Reading, through City Cinemas, will manage the 86th Street Quad, a four screen cinema presently under construction and owned by certain affiliates of City Cinemas and third parties. Excluding the six screen Angelika Film Center and the cinemas managed pursuant to management agreements, these cinemas represent 16 screens and generated gross receipts of approximately $13.5 million for the year ended December 31, 1997. The managed cinemas will, upon completion of the 86th Street Quad, represent an additional six screens. The three live theaters are the Orpheum, Union Square and Minetta Lane Theatres.

Reading will lease the City Cinemas Circuit and acquire the Angelika Film Center interest from a company wholly owned by Messrs. James J.
Cotter and Michael Forman. The cinema lease will provide for an annual rental of approximately $3.9 million (calculated inclusive of
passthroughs), for an initial term of ten years. In addition, Reading will acquire, in consideration of an option payment of $5 million, the right to purchase, at the end of the initial term of the lease, the City Cinemas Circuit for a purchase price of $48 million (including the option fee). The City Cinemas Circuit includes the fee interests underlying the Murray Hill and Sutton cinemas.

Reading will acquire the 1/6th interest in the Angelika Film Center at a price of $4.5 million. The purchase price will be paid in a ten-year
installment sale note.

It is anticipated that Reading will acquire the three live theaters from Off Broadway Investments, Messrs. Cotter and Forman's wholly owned company, in exchange for approximately 1.1 million shares of Reading Common Stock valued at $9.00 per share. Reading's common shares closed at $9.00 on December 2, 1998, the date the Agreement in Principle was approved by Reading. However, if any of the conditions to Reading's obligation to issue stock are not satisfied, the acquisition will close on a cash basis, for a purchase price of approximately $9.9 million. The Orpheum and Minetta Lane are fee interests. The Union Square is a leasehold interest, with a right of first refusal over any sale of that property.

Reading has agreed to provide to City Cinemas, at the election of City Cinemas, standby credit facilities of up to $32.5M maturing in 10 years.

The transactions have been reviewed and approved by the Conflicts Committee of the Board of Directors of Reading, which is comprised entirely of directors independent of Messrs. Cotter and Forman. Mr. Cotter is the Chairman of the Board of Directors of Reading and of its controlling shareholder, Craig Corporation [NYSE:CRG - news]. Messrs. Cotter and Forman, directly and indirectly through Hecco Ventures, are
controlling shareholders of Craig Corporation.

Closing of the transaction will be subject to certain conditions, including the approval by the Reading Conflicts Committee and City Cinemas of the definitive documentation memorializing the transactions contemplated by the Agreement in Principle, the issuance of a fairness opinion and, in the case of the issuance of the Reading Common Stock, the approval of the shareholders of Reading. The Reading Conflicts Committee has engaged Wasserstein Perella & Co., Inc. to advise it as to the fairness to Reading of the consideration to be paid in the transactions from a financial point of view. Reading anticipates that the closing of the lease of the City Cinemas Circuit, the acquisition of the Angelika Film Center interest and the assignment of the cinema management agreements will occur promptly following completion of the definitive documentation. Depending upon whether cash or Reading Common Stock is used for the acquisition of the live theaters, it may be that the acquisition of the live theaters will not be completed until the second quarter of 1999.

Reading Entertainment is in the Beyond-the-Home segment of the entertainment business and develops and operates multi-plex cinemas in the United States, Puerto Rico, Australia and New Zealand. Reading is also developing cinema based entertainment centers in Australia and New Zealand. With the acquisition of the Minetta Lane, Orpheum, and Union Square, Reading is moving into the ownership and operation of live theaters as well as cinemas.
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