Reading International Provides Update on California Superior Court Ruling Regarding the Cotter Living Trust
21 December 2017 - 12:00AM
Business Wire
Reading International, Inc. (“Reading” or the “Company”) today
announced that the Superior Court of the State of California for
the County of Los Angeles has filed a Statement of Decision (the
"Statement of Decision") in the matter regarding the James J.
Cotter Living Trust (the “Cotter Living Trust”), Case No. BP159755
(the "Trust Litigation"). The Statement of Decision was rendered on
December 8, 2017. A copy of the decision was received by Reading on
December 18, 2017. The Court’s Statement of Decision supersedes its
Tentative Statement of Decision dated August 29, 2017, discussed in
Reading’s press release of September 5, 2017 and Reading’s Report
on Form 8-K also dated September 5, 2017.
As previously disclosed, the Trust Litigation involves assets of
our Company’s founder, former Chairman, Chief Executive Officer and
controlling stockholder, James J. Cotter, Sr. The Cotter Living
Trust holds approximately 41.4% of Reading’s voting common stock.
The Estate of James J. Cotter, which is the subject of a separate
probate proceeding pending in the State of Nevada, holds, among
other assets, 25.5% of Reading’s voting common stock, which is
currently anticipated to ultimately “pour over” into the Cotter
Living Trust. It is anticipated that ultimately, the Reading voting
common stock held by the Cotter Living Trust and the Estate of
James J. Cotter will pour over into a sub-trust (the “Cotter Voting
Trust”), established for the benefit of the grandchildren of James
J. Cotter, Sr., at which time the Cotter Voting Trust would hold
Reading voting common stock representing approximately 66.9% of the
voting power of Reading.
The Statement of Decision declares the 2014 Amendment to the
Cotter Living Trust invalid. The 2014 Amendment, among other
things, purported to add James J. Cotter, Jr., as a trustee of the
Cotter Living Trust and as a trustee of the Cotter Voting Trust,
and to require that James J. Cotter, Jr. be maintained as a member
of the Reading Board of Directors. Assuming that the Statement of
Decision is finalized in a judgment and not appealed, Ellen Cotter
and Margaret Cotter will continue as the sole Co-Trustees of the
Cotter Living Trust, as it existed prior to the 2014 Amendment, and
Margaret Cotter will likewise continue as the sole Trustee of the
Cotter Voting Trust again as it existed prior to the 2014
Amendment. In the event of the resignation, disability or demise of
Margaret Cotter, James J. Cotter, Jr. will be the successor trustee
of the Cotter Voting Trust but has no present authority over the
Cotter Living Trust, the Cotter Voting Trust or the Reading voting
common stock held by the Estate of James J. Cotter, the Cotter
Living Trust and/or the Cotter Voting Trust.
The Statement of Decision takes no action on the appointment of
a temporary trustee ad litem to seek offers for the purchase of the
Reading voting common stock currently held by the Cotter Living
Trust, stating “A potential sale of RDI, and the appointment of a
trustee ad litem, will be addressed in a separate statement of
decision.” The non-binding Tentative Statement of Decision issued
by the Superior Court on August 29, 2017 had provided for the
appointment of a temporary trustee ad litem “with the narrow and
specific authority to obtain offers to purchase the Reading stock
in the voting trust or the citrus farms (certain orchard and
packing house properties previously owned by Mr. Cotter, Sr.), but
not to exercise any other powers without court approval,
specifically the sale of the [sic] company or any other powers
possessed by the trustees.” The Superior Court acknowledged in the
Tentative Ruling that it has no jurisdiction over “the sale of the
[C]ompany.” The appointment of such a temporary trustee ad litem to
solicit bids for control of Reading is opposed by Ellen Cotter,
Margaret Cotter and Reading.
About Reading International, Inc.
Reading International, Inc. (NASDAQ: RDI) is a leading
entertainment and real estate company, engaging in the development,
ownership and operation of multiplex cinemas and retail and
commercial real estate in the United States, Australia and New
Zealand.
The family of Reading brands includes cinema brands Reading
Cinemas, Angelika Film Centers, Consolidated Theatres, and City
Cinemas; live theaters operated by Liberty Theatres in the United
States; and signature property developments, including Newmarket
Village, Auburn Red Yard and Cannon Park in Australia, Courtenay
Central in New Zealand and 44 Union Square in New York City.
Additional information about Reading can be obtained from the
Company's website: http://www.readingrdi.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20171220005312/en/
Reading International, Inc.Dev Ghose, Executive Vice President
& Chief Financial OfficerAndrzej Matyczynski, Executive Vice
President for Global Operations(213) 235-2240orJoele Frank,
Wilkinson Brimmer KatcherEd Trissel or Matthew Gross(212)
355-4449
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