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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. 1)*
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)
September 7, 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
. (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 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)
(b)
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14. TYPE OF REPORTING PERSON*:
*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*:
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14. TYPE OF REPORTING PERSON*:
*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*:
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14. TYPE OF REPORTING PERSON*:
*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*:
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14. TYPE OF REPORTING PERSON*:
*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. 1 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. 1 to the 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"), on March 18, 1994, with
the Securities and Exchange Commission relates to the common stock,
no par value ("Common Stock"), of Citadel Holding Corporation, a
Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 600 North Brand Boulevard,
Glendale, California 91203. This Amendment No. 1 amends certain
information set forth in the Schedule 13D.
Item 4. Purpose of Transaction
Each of the Reporting Persons acquired the shares of
Common Stock of the Issuer reported in the Schedule 13D in the
ordinary course of business for investment purposes. The Reporting
Persons did not at the time of the purchase of such shares, and do
not presently, have any plan to acquire control of the Issuer.
The Reporting Persons plan to acquire additional shares of Common
Stock of the Issuer in the open market from time to time as shares
may become available to them at prices which the Reporting Persons
find attractive; however, the Reporting Persons have no present
intention to acquire in the aggregate more than 14.9% of the
outstanding shares of the Issuer. The Reporting Persons have not
acquired any shares of Common Stock in addition to those reported
in the Schedule 13D.
Since their respective purchases of shares of Common
Stock of the Issuer as reported in the Schedule 13D, the Reporting
Persons have continued to review and evaluate the Issuer's business
and prospects and to follow the price of the Issuer's shares as
reported on the various stock exchanges on which such shares are
traded. Due to the recent weakness in the price of the shares,
including the low price of $3.50 reported on September 7, 1994
(which was the lowest price at which the shares have traded in the
past ten years), and the results of the recent recapitalization and
restructuring transaction involving the Issuer and its subsidiary
Fidelity Federal Bank, each of the Reporting Persons has begun to
consider seeking a greater voice in the affairs of the Issuer.
Each of the Reporting Persons may consider seeking representation
on the Board of Directors of the Issuer in the future. Each of the
Reporting Persons may suggest business strategies which might
include acquisitions, dispositions (including the possibility of
a distribution of the non-voting shares of Fidelity Federal Bank
currently held by the Issuer to the Issuer's stockholders) and
changes in dividend policies and management to the Issuer in the
future. Each of the Reporting Persons may also consider the
possibility of acquiring control of the Issuer in the future.
None of the Reporting Persons has had any discussions
with the Issuer with respect to acquisition of control,
representation on the Board of Directors or business strategies.
Although the Reporting Persons may be considered more than passive
investors, it should not be assumed that any of the Reporting
Persons will formulate a plan to acquire control of the Issuer or
to seek representation on the Board of Directors of the Issuer or
to suggest business strategies to the Issuer. Each of the
Reporting Persons intends to review his or its respective position
in the Issuer from time to time and may, depending on an evaluation
of the Issuer's business and prospects, and upon future
developments including, but not limited to, the attitude of the
Board of Directors and management of the Issuer, general economic
conditions and money and stock market conditions, determine to
cease buying shares of the Issuer or to increase or decrease his
or its respective position in the Issuer. None of the Reporting
Persons presently intends to make a tender offer for shares of the
Issuer. As part of their periodic review of their respective
positions in the Issuer, any of the Reporting Persons may propose
to the Issuer a merger or similar transaction or to make a tender
offer for the shares of the Issuer.
The Reporting Persons are aware that the Issuer is a
Delaware corporation to which Section 203 of the Delaware General
Corporation Law (the "Business Combination Act") will apply unless
the Issuer takes action to opt out of the restrictions contained
therein. The Reporting Persons do not know whether the Issuer has
taken any action to opt out of the Business Combination Act. In
particular, the Business Combination Act prohibits a corporation
from engaging in a "business combination" with an "interested
stockholder" for a period of three years following the date on
which the stockholder became an interested stockholder, unless (a)
the board of directors approved either the business combination or
the transaction which resulted in the stockholder's becoming an
interested stockholder before the person became an interested
stockholder; (b) upon consummation of the transaction which
resulted in the stockholder's becoming an interested stockholder,
such stockholder owned at least 85% of the voting stock outstanding
when the transaction began, excluding for purposes of determining
the number of shares outstanding those shares owned by persons who
are directors and also officers of the corporation and by employee
stock plans in which employee participants do not have the right
to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; (c) the board of
directors approved the business combination after the stockholder
became an interested stockholder and the business combination was
approved by at least 66 2/3% of the outstanding voting stock not
owned by such stockholder at a meeting of the stockholders. The
Business Combination Act defines a "business combination" as
including mergers, consolidations, sales and other dispositions of
10% or more of the assets, issuances of stock and almost any
related party transaction. An "interested stockholder" is defined
to include any "person" (other than the corporation or any of its
majority-owned subsidiaries) who beneficially owns, directly or
indirectly, 15% or more of the outstanding voting stock of a
corporation. The fact that the Reporting Persons filed the
Schedule 13D jointly shall not constitute an admission that the
Reporting Persons are acting in concert, or otherwise constitute
a "person," for purposes of the Business Combination Act. In the
event that any of the Reporting Persons should determine to
purchase additional shares of the Issuer so as to approach the 15%
figure specified in the Business Combination Act, the Reporting
Persons will review the Business Combination Act and will make a
determination as to the actions to be taken and approvals to be
sought at that time.
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: September 8, 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