1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13-G Under the Securities Exchange Act of 1934 (Amendment No. _ ) Citadel Holding Corporation (Name of Issuer) Class A Common Stock, Par Value .01 Per Share (Title of Class of Securities) 172862203 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ] (A fee is not required only if the filing person: (1) has a previous statement on reporting the 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). *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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities and 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).
2 Schedule 13 G Under the Securities Exchange Act of 1934 (Amendment No. 3) Item 1 (a) Citadel Holding Corporation (b) 550 S. Hope Street #1825 Los Angeles, CA 90071 Item 2 (a) Private Management Group, Inc. (b) 20 Corporate Park Suite 400 Irvine, CA 92606 (c) Incorporated in the State of California (d) Common Stock, Par Value $.01 Per Share (e) 172862203 Item 3 (h) The filer is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 Item 4 (a) 675,320 (b) 12.66% (c) (i) Sole power to vote or direct the vote of all 675,320 shares (ii) Shared power to vote or direct the vote of 0 shares (iii) Sole power to dispose of or direct the disposition of all 675,320 shares (iv) Shared power to dispose of or direct the disposition of 0 shares Item 5 N/A Item 6 N/A Item 7 N/A Item 8 N/A Item 9 N/A Item 10 Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. February 2, 2000 Signature Dennis A. Reiland, CFA , President Name/Title
3 CUSIP No. 172862203 13G 1. Name of Reporting Person SS Identification No. of Above Person Private Management Group, Inc. 33-0151740 2. Check The Appropriate Box If A Member Of A Control Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization California Number Of 5. Sole Voting Power Shares 675,320 Beneficially 6. Shared Voting Power Owned By 0 Each 7. Sole Dispositive Power Reporting 675,320 Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned By Each Reporting Person 0 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent Of Class Represented By Amount In Row 9 12.66% 12. Type Of Reporting Person IA