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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
Citadel Holding Corporation
_________________________________________________________________
(Name of Issuer)
Common Stock, No Par Value
_________________________________________________________________
(Title of Class of Securities)
172862104
_________________________________________________________________
(CUSIP Number)
Randall J. Demyan,
Dillon Capital Management,
21 East State Street, Suite 1410
Columbus, Ohio 43215
(614) 222-4204
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 8, 1994
_________________________________________________________________
(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 the statement
__X__. (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).
SCHEDULE 13D
CUSIP NO. 172862104 Page 2 of 9 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)_____
(b)_____
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
WC
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: 647,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 647,000
10. SHARED DISPOSITIVE POWER:None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
647,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: _____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.810%
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 9 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)_____
(b)_____
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
PF
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: 5,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 5,000
10. SHARED DISPOSITIVE POWER:None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
5,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: _____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.076%
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 9 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)_____
(b)_____
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
PF
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: 5,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 5,000
10. SHARED DISPOSITIVE POWER:None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
5,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: _____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.076%
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 9 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)_____
(b)_____
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
WC
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: 2,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 2,000
10. SHARED DISPOSITIVE POWER:None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
2,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: (a)_____
(b)_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.030%
14. TYPE OF REPORTING PERSON*:
00
*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 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 Schedule 13D relates to the common stock, no par
value ("Common Stock") of Citadel Holding Corporation (the
"Issuer"). The principal executive offices of the Issuer are
located at 600 North Brand Boulevard, Glendale, California 91203.
Item 2. Identity and Background
The Persons filing this Schedule 13D are 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"). DI is a Delaware Limited
Partnership. Its principal business is that of a private
investment partnership engaging in the purchase and sale of
securities for its own account and its address is Suite 1410, 21
East State Street, Columbus, OH 43215-4228. The sole general
partner of DI is Roderick H. Dillon, Jr.
RHD is an individual investor and is employed as chief
investment officer with Dillon Capital Management Limited
Partnership, an investment management firm. His business address
is Suite 1410, 21 East State Street, Columbus, Ohio 43215-4228.
Roderick H. Dillon, Jr. is the sole beneficiary of RHD-IRA.
Roderick H. Dillon, Jr. is the sole trustee of RHD-Foundation.
The principal business of RHD-Foundation is that of a charitable
foundation, and is located at Suite 1410, 21 East State Street,
Columbus, Ohio 43215-4228.
During the last five years, DI, RHD, RHD-IRA and
RHD-Foundation have not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the last five years, none of DI, RHD, RHD-IRA
and RHD-Foundation has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
none is subject to a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violations with respect to such laws.
Roderick H. Dillon, Jr. is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Considerations
The sole source of the $3,623,582 used by DI in making
purchases (all of which were effected in the past sixty days) of
647,000 shares of the Common Stock came from the working capital
of DI. No part of the purchase price of the Common Stock
acquired by DI is represented by funds or other consideration
borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the Common Stock.
The funds used by RHD-Foundation in making purchases of
2,000 shares of Common Stock ($32,917) and by RHD making
purchases of an aggregate of 10,000 shares of Common Stock (5,000
individually and 5,000 through RHD-IRA) ($164,557) in all
instances during the first six months of 1993, came from the
working capital of RHD-Foundation and the personal funds of
Roderick H. Dillon, Jr., respectively. No part of the purchase
price of the Common Stock acquired by RHD, RHD-IRA, or
RHD-Foundation is represented by funds or other consideration
borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the Common Stock.
Item 4. Purpose of Transaction
DI, RHD, RHD-IRA and RHD-Foundation acquired the shares
of Common Stock in the ordinary course of business for investment
purposes only.
Except as aforesaid, DI, RHD, RHD-IRA and
RHD-Foundation do not have any plans or proposals which relate to
or would result in (a) the acquisition by any person of
additional securities of the Issuer or the disposition of
securities of the Issuer, (b) an extraordinary corporate
transaction such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (d) any change in the present board of
directors or management of the Issuer, including any plans or
proposals to change the number or terms of directors or to fill
any existing vacancies on the board, (e) any material change in
the present capitalization or dividend policy of the Issuer,
(f) any change in the Issuer's business or corporate structure,
(g) any other material change in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person,
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities
of the Issuer becoming eligible for termination of registration
pursuant to section 12 (g)(4) of the Securities Exchange Act of
1934, or (j) any action similar to any of those enumerated in
(a) through (i) above.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Schedule 13D, DI, RHD,
RHD-IRA and RHD-Foundati on own beneficially 647,000, 5,000,
5,000 and 2,000 shares of the Common Stock of the Issuer,
respectively. The number of shares of Common Stock of the Issuer
outstanding as of December 31, 1993, the latest date for which
such information is currently available, was 6,595,624. As of
March 16, 1994, based upon the total number of shares of the
Issuer's Common Stock outstanding on December 31, 1993, the
latest date for which such information currently is available,
DI, RHD, RHD-IRA and RHD-Foundation owned beneficially
approximately 9.810%, .076%, .076% and .030% of the Common Stock,
respectively.
(b) Each of DI, RHD, RHD-IRA and RHD-Foundation has
sole power to vote or direct the vote, and to dispose or direct
the disposition of, the shares of Common Stock of the Issuer that
each of them beneficially own as reported in Item 5(a) above.
(c) All of the transactions in which shares of Common
Stock of the Issuer were purchased in the last 60 days were open
market transactions by DI and were effected on the National
Association of Securities Dealers Automated Quotation/National
Market System. The following is a description of all the
transactions (20) effected by DI during the past 60 days:
Shares of
Transaction Date of Common Stock Cost of
Number Purchase Purchased Price/Share Transaction
1 27-Jan-94 27,500 $6.26541 $172,299
2 28-Jan-94 75,000 7.05033 528,775
3 04-Feb-94 10,000 6.42750 64,275
4 04-Feb-94 75,000 6.55033 491,275
5 04-Feb-94 8,000 6.55313 52,425
6 07-Feb-94 7,500 6.31333 47,350
7 08-Feb-94 7,500 6.18833 46,412
8 09-Feb-94 10,000 6.30250 63,025
9 09-Feb-94 200 6.42500 1,285
10 15-Feb-94 700 6.33571 4,435
11 16-Feb-94 5,800 6.43931 37,348
12 22-Feb-94 20,800 6.38410 132,789
13 23-Feb-94 10,000 6.55250 65,525
14 24-Feb-94 11,200 6.17723 69,185
15 25-Feb-94 15,000 6.17667 92,650
16 02-Mar-94 1,200 5.94583 7,135
17 04-Mar-94 28,000 6.05089 169,425
18 08-Mar-94 30,000 5.80083 174,025
19 14-Mar-94 55,100 5.00415 275,729
20 16-Mar-94 248,500 4.54010 1,128,215
647,000 $3,623,582
(d) Other than as disclosed herein, no other person
has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common
Stock reported in this Schedule 13D..
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Other than as disclosed herein, there exist no
contracts, arrangements, understandings or relationships (legal
or otherwise) between DI, RHD, RHD-IRA, and RHD-Foundation and
any other persons with respect to any securities of the Issuer,
including but not limited to transfer or voting of any such
securities, finder's fee, joint ventures, loans or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
the statement is true, complete and correct.
Date: March 17, 1994 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
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, the persons named below hereby
agree to the joint filing on behalf of each of them of a
statement on Schedule 13D (including any amendments thereto)
with respect to the shares of Common Stock of Citadel Holding
Corporation beneficially owned by each of them and further agree
that this Joint Filing
Agreement be included as an Exhibit to such joint filings.
IN WITNESS WHEREOF, the undersigned hereby execute this
Joint Filing Agreement as of the 17th day of March, 1994.
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