View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
October 13, 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 10 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 10 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*:
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 10 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*:
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 10 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*:
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. 2 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. 2 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. 2
amends certain information set forth in the Schedule 13D, as amended by
Amendment No. 1 filed on September 9, 1994 ("Amendment No. 1").
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 may 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 shares
representing more than 10% 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.
As noted in Amendment No. 1, since their respective purchases of
shares of Common Stock of the Issuer 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 (the "Restructuring"), each of the Reporting Persons has begun
to consider seeking a greater voice in the affairs of the Issuer.
By letter dated October 13, 1994 (the "Letter"), a copy of which is
enclosed herewith as Exhibit 1, DI has asked the Board of Directors of the
Issuer when the 1994 annual meeting of stockholders of the Issuer will be
held, in light of the fact that the Restructuring is now completed. DI has
also asked the Board of Directors to respond publicly to inquiries concerning
the current business strategy for the Issuer; the action required to be taken
in order to effect a pro rata distribution to the stockholders of the Issuer
of the non-voting shares of Fidelity Federal Bank currently held by the Issuer;
whether a dissolution of the Issuer and liquidation of its assets would be
the best strategy to maximize the value to the stockholders of the Issuer of
their shares now that the Restructuring has been completed; and why, in light
of the Restructuring, the Issuer is still registered with the Office of
Thrift Supervision (the "OTS") as a savings and loan holding company.
Each of the Reporting Persons will evaluate the response of the
Issuer's Board of Directors to the inquiries raised in the Letter. Depending
on the nature of the response, each of the Reporting Persons may consider
seeking representation on the Board of Directors of the Issuer in the future.
In addition to the possibilities of a pro rata distribution of the non-voting
shares of Fidelity Federal Bank currently held by the Issuer to its
stockholders or a dissolution of the Issuer and liquidation of its assets
discussed in the Letter, each of the Reporting Persons may suggest business
strategies which might include changes in dividend policies and management
to the Issuer in the future. 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 in addition to those presented in the Letter.
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 currently registered
with the OTS as a savings and loan holding company. As a result, prior approval
of the OTS would be required to be obtained if any action were proposed to be
taken that could result in a change in control of the Issuer for purposes of the
OTS' regulations governing acquisition of control of savings and loan holding
companies set forth in Part 574 of Title 12 of the Code of Federal Regulations
(the "OTS Regulations"). The fact that the Reporting Persons filed the
Schedule 13D jointly shall not constitute an admission that the Reporting
Persons are acting in concert for purposes of the OTS Regulations. In the
event that any of the Reporting Persons should determine to purchase
additional shares of the Issuer so as to approach the 10% figure specified
in the OTS Regulations, the Reporting Persons will review the OTS Regulations
and will make a determination as to the actions to be taken and approvals to
be sought at that time.
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.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 -- Letter, dated October 13, 1994, to Board of
Directors of Citadel Holding Corporation
Exhibit 2 -- Joint Filing Agreement [Incorporated herein by
reference to Exhibit A to Schedule 13D filed by
the Reporting Persons on March 18, 1994]
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: October 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
_________________
Dillon Investors, L.P.
_______________________________
21 East State Street Suite 1410
Columbus, Ohio 43215-4228
October 13, 1994
The Board of Directors
Citadel Holdings Corporation
600 North Brand Boulevard
Glendale, California
Gentleman:
The undersigned, Dillon Investors, L.P. is the record owner of 647,000 shares
of common stock of Citadel Holdings Corporation ("Citadel").
The undersigned respectfully requests that the Board of Directors promptly call
the 1994 annual stockholders' meeting, which did not occur on the third Thursday
in May as called for in Article II, Section 2 of the company By-Laws. The date
of such annual meeting should be set so as to enable all stockholders adequate
time to consider all business to be brought before the annual meeting.
The undersigned respectfully requests a response in the form of a press release
to the following questions and comment:
1) In light of the restructuring of Fidelity Federal Bank ("Restructuring"),
is Citadel still registered with the OTS as a Savings and Loan Holding Company,
and if yes, why?
2) Given the Restructuring, what is the current business strategy for Citadel?
3) What action is necessary for a pro rata distribution of the Fidelity Federal
Bank shares currently held by Citadel, to be made to the stockholders of
Citadel?
4) My opinion is that a dissolution and liquidation of the assets of Citadel
is the best strategy to maximize the value to the stockholders of their holdings
of Citadel shares now that the restructuring has been completed.
Very truly yours,
DILLON INVESTORS, L.P.
By: /s/ Roderick H. Dillon, Jr., CFA
Roderick H. Dillon, Jr., CFA
Its: General Partner