-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Lp/mubfR1GIdRxPTItHSefLWoadYqW0NMq07dx58Reh16nFnDSIRrvbNKy6+zjTL ygfpRdrio/mAxMXnqnMCGw== 0000896463-95-000069.txt : 19950426 0000896463-95-000069.hdr.sgml : 19950426 ACCESSION NUMBER: 0000896463-95-000069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950425 SROS: AMEX SROS: BSE SROS: CBOE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL HOLDING CORP CENTRAL INDEX KEY: 0000716634 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 953885184 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35259 FILM NUMBER: 95530925 BUSINESS ADDRESS: STREET 1: 700 N CENTRAL STREET 2: SUITE 500 CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8185517450 MAIL ADDRESS: STREET 1: 600 N BRAND BLVD CITY: GLENDALE STATE: CA ZIP: 91203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DILLON INVESTORS L P ET AL CENTRAL INDEX KEY: 0000920529 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 21 EAST STATE ST SUITE 1410 CITY: COLUMBUS STATE: OH ZIP: 43215-4228 BUSINESS PHONE: 6142224200 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Citadel Holding Corporation _________________________________________________________________ (Name of Issuer) Common Stock, No Par Value _________________________________________________________________ (Title of Class of Securities) 172862104 __________________________________ (CUSIP Number) Mr. Randall J. Demyan Dillon Capital Management Suite 1410 21 East State Street Columbus, OH 43215 (614) 222-4204 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 18, 1995 _______________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 Pages SCHEDULE 13D CUSIP NO. 172862104 Page 2 of 8 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Dillon Investors, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY: 4. SOURCE OF FUNDS*: Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: None 8. SHARED VOTING POWER: None 9. SOLE DISPOSITIVE POWER: None 10. SHARED DISPOSITIVE POWER: None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.0% 14. TYPE OF REPORTING PERSON*: PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 172862104 Page 3 of 8 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Roderick H. Dillon, Jr. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY: 4. SOURCE OF FUNDS*: Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: None 8. SHARED VOTING POWER: None 9. SOLE DISPOSITIVE POWER: None 10. SHARED DISPOSITIVE POWER: None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.0% 14. TYPE OF REPORTING PERSON*: IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 172862104 Page 4 of 8 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Roderick H. Dillon, Jr. - IRA 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [X] (b) [ ] 3. SEC USE ONLY: 4. SOURCE OF FUNDS*: Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: None 8. SHARED VOTING POWER: None 9. SOLE DISPOSITIVE POWER: None 10. SHARED DISPOSITIVE POWER: None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.0% 14. TYPE OF REPORTING PERSON*: IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 172862104 Page 5 of 8 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Roderick H. Dillon, Jr. Foundation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY: 4. SOURCE OF FUNDS*: Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: None 8. SHARED VOTING POWER: None 9. SOLE DISPOSITIVE POWER: None 10. SHARED DISPOSITIVE POWER: None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.0% 14. TYPE OF REPORTING PERSON*: OO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Supplement to Amendment No. 12 to Schedule 13D Issuer - Citadel Holding Corporation Reporting Persons - Dillon Investors, L.P., Roderick H. Dillon, Jr., Roderick H. Dillon, Jr. - IRA, and Roderick H. Dillon, Jr. Foundation. Item 1. Security and Issuer. This Amendment No. 12 to Schedule 13D filed by the reporting persons Dillon Investors, L.P. ("DI"), Roderick H. Dillon, Jr. ("RHD"), Roderick H. Dillon, Jr.-IRA ("RHD-IRA") and Roderick H. Dillon, Jr. Foundation ("RHD-Foundation") (collectively, the "Reporting Persons") with the Securities and Exchange Commission (the "SEC") relates to the common stock, without par value ("Common Stock"), of Citadel Holding Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 700 North Central, Suite 500, Glendale, California 91203. This Amendment No. 12 amends certain information set forth in the Schedule 13D filed by the Reporting Persons on March 8, 1994, as amended by Amendment No. 1 filed on September 9, 1994 ("Amendment No. 1"), Amendment No. 2 filed on October 17, 1994 ("Amendment No. 2"), Amendment No. 3 filed on November 4, 1994 ("Amendment No. 3"), Amendment No. 4 filed on November 8, 1994 ("Amendment No. 4"), Amendment No. 5 filed on November 18, 1994 ("Amendment No. 5"), Amendment No. 6 filed on December 1, 1994 ("Amendment No. 6"), Amendment No. 7 filed on December 16, 1994 ("Amendment No. 7"), Amendment No. 8 filed on January 10, 1995 ("Amendment No. 8"), Amendment No. 9 filed on January 20, 1995 ("Amendment No. 9"), Amendment No. 10 filed on March 28, 1995 ("Amendment No. 10") and Amendment No. 11 filed on April 4, 1995 ("Amendment No. 11") (collectively, the "Previous Amendments"). Item 4. Purpose of Transaction As previously reported in Item 4 of Amendment No. 11, on April 3, 1995, the Reporting Persons entered into a Stock Exchange and Settlement Agreement with the Issuer and a Settlement Agreement with Craig Corporation ("Craig") (the "Agreements"), providing for: (1) the purchase by such Reporting Persons from the Issuer of an aggregate of 1,295,000 shares of Class A Common Stock, $.01 par value, of Fidelity Federal Bank in exchange for an aggregate of 666,000 shares of Common Stock of the Issuer (constituting all of the Common Stock then owned by the Reporting Persons) and $2,220,000 in cash; (2) the termination of all existing litigation and the execution and delivery of mutual releases; and (3) the agreement of Craig not to exercise its right to convert shares of 3% Cumulative Voting Convertible Preferred Stock of the Issuer into Common Stock prior to February 4, 1996, unless such conversion is approved by the holders of a majority of the outstanding shares of Common Stock of the Issuer. The Agreements were approved by the boards of directors of the Issuer and Craig as required by the terms of the Agreements and the closing of the purchase and exchange contemplated by the Stock Exchange and Settlement Agreement between the Reporting Persons and the Issuer took place on April 18, 1995. The Agreements were attached as Exhibits B and C to Amendment No. 11 and are incorporated herein by this reference. Item 5. Interest in Securities of the Issuer (a)(b) As of the date of this Amendment No. 12, none of the Reporting Persons owns any shares of Common Stock of the Issuer. (c) As noted in Item 4 of this Amendment No. 12, on April 18, 1995, the Reporting Persons purchased from the Issuer in a privately negotiated transaction an aggregate of 1,295,000 shares of Class A Common Stock, $.01 par value, of Fidelity Federal Bank in exchange for an aggregate of 666,000 shares of Common Stock of the Issuer (constituting all of the Common Stock then owned by the Reporting Persons) and $2,220,000 in cash. The effective per share sale price for the shares of Common Stock of the Issuer was, therefore, $2.125. (d) Not applicable. (e) On April 18, 1995, each of the Reporting Persons ceased to be the beneficial owner of at least five percent (5%) of the outstanding shares of Common Stock of the Issuer. Item 7. Material to Be Filed as Exhibits. Exhibit A - Joint Filing Agreement, dated November 11, 1994, among the Reporting Persons. (Incorporated herein by reference to Exhibit A of Amendment No. 5 to Schedule 13D filed on November 18, 1994 with the SEC). Exhibit B - Settlement Agreement, dated April 3, 1995, among the Reporting Persons and Craig. (Incorporated herein by reference to Exhibit B of Amendment No. 11 to Schedule 13D filed on April 4, 1995 with the SEC). Exhibit C - Stock Exchange and Settlement Agreement, dated April 3, 1995, among the Reporting Persons and the Issuer. (Incorporated herein by reference to Exhibit C of Amendment No. 11 to Schedule 13D filed on April 4, 1995 with the SEC). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 25, 1995 Dillon Investors, L.P. By: /s/ Roderick H. Dillon, Jr. Roderick H. Dillon, Jr., General Partner Roderick H. Dillon, Jr. By: /s/ Roderick H. Dillon, Jr. Roderick H. Dillon, Jr. Roderick H. Dillon, Jr. - IRA By: /s/ Roderick H. Dillon, Jr. Roderick H. Dillon, Jr. Roderick H. Dillon, Jr. Foundation By: /s/ Roderick H. Dillon, Jr. Roderick H. Dillon, Jr., Trustee -----END PRIVACY-ENHANCED MESSAGE-----