UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
December 9, 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 amend-
ment 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 10 Pages
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. ___X___ 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: 675,400
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 675,400
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
675,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
_______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
10.13%
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 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. ___X___ 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):
.075%
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 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. ___X___ 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: 80,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 80,000
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
80,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
_______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.20%
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 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. ___X___ 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*:
_______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.030%
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.
SCHEDULE 13D
CUSIP NO. 172862104 Page 6 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Bradley C. Shoup - IRA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
a. ___X___ 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:
United States of America
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*:
_______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.030%
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.
Supplement to Amendment No. 7 to Schedule 13D
Issuer - Citadel Holding Corporation
Reporting Persons - Dillon Investors, L.P., Roderick H. Dillon,
Jr., Roderick H. Dillon, Jr. - IRA, Roderick H. Dillon, Jr.
Foundation and Bradley C. Shoup - IRA.
Item 1. Security and Issuer
This Amendment No. 7 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 "Dillon Entities") and Bradley C. Shoup
("Shoup") (the "Dillon Entities" and "Shoup" are collectively
referred to as 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. 7 amends certain information set forth in the
Schedule 13D filed by the Dillon Entities on March 18, 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") and Amendment No.6 filed on December 1, 1994 ("Amendment
No. 6") (collectively, the "Previous Amendments").
Item 3. Source and Amount of Funds or Other Consideration
The sole source of the $190,648.64 used by RHD (through
RHD-IRA) in making purchases (all of which have been effected
since the filing of Amendment No. 6) of 75,000 shares of the
Common Stock of the Issuer came from the personal funds of RHD.
No part of the purchase price of the Common Stock of the Issuer
acquired by RHD (through RHD-IRA) is represented by funds or
other consideration borrowed or otherwise obtained for the
purpose of acquiring, holding, trading or voting such shares of
Common Stock.
The sole source of the $57,054 used by DI in making
purchases (all of which have been effected since the filing of
Amendment No. 6) of 23,400 shares of the Common Stock of the
Issuer came from the working capital of DI. No part of the
purchase price of the Common Stock of the Issuer acquired by DI
is represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading
or voting such shares of Common Stock.
Item 4. Purpose of Transaction
As noted in the Previous Amendments, 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 of Common Stock as reported on the various stock exchanges
on which such shares are traded. Based upon the prices at which
shares of Common Stock have become available since Amendment
No. 6 was filed, RHD (through RHD-IRA) and DI decided to acquire
the additional shares of the Issuer's Common Stock reported
herein.
As noted in Amendment No. 6, DI has continued, and
intends to continue, to prosecute the litigation (the "Delaware
Litigation") which it commenced in the Court of Chancery of the
State of Delaware in and for New Castle County against the
Issuer, its present directors and Craig Corporation ("Craig") to
invalidate the issuance by the Issuer to Craig of 74,300 shares
of Common Stock on October 21, 1994 and of 1,329,114 shares of 3%
Cumulative Voting Convertible Preferred Stock (the "New Preferred
Stock") on November 10, 1994. The Delaware Litigation is further
described in Amendment Nos. 4 and 5. The trial in the Delaware
Litigation has been rescheduled for February 14-16, 1995.
Item 5. Interest in Securities of the Issuer
(a)(b) As of the date of this Amendment No. 7, DI,
RHD, RHD-IRA, RHD-Foundation and Shoup-IRA owned beneficially
675,400, 5,000, 80,000, 2,000 and 2,000 shares of the Common
Stock of the Issuer, respectively. Based on the number of shares
of the Issuer's Common Stock outstanding on November 14, 1994
(6,669,924 shares), as reported in the amended preliminary copies
of the Notice of Annual Meeting of Stockholders and Proxy
Statement (the "Issuer Preliminary Proxy Statement") filed by the
Issuer with the SEC on or about November 29, 1994, DI, RHD,
RHD-IRA, RHD-Foundation and Shoup-IRA own beneficially approxi-
mately 10.13%, .075%, 1.20%, .030% and .030% of the Issuer's
Common Stock, respectively. As noted in Item 4, on November 10,
1994, the Issuer issued to Craig 1,329,114 shares of New
Preferred Stock. The New Preferred Stock, which is convertible
into shares of Common Stock at any time, votes jointly with the
shares of Common Stock on most matters, including the election of
directors, on a share-for-share basis. The shares of Common
Stock and the shares of New Preferred Stock are collectively
referred to as the Voting Stock. DI, RHD, RHD-IRA, RHD-
Foundation and Shoup-IRA hold approximately 8.44%, .063%, 1.00%,
.025% and .025% of the 7,999,038 shares of Voting Stock reported
as outstanding on November 14, 1994 in the Issuer Preliminary
Proxy Statement. Each of DI, RHD, RHD-IRA, RHD-Foundation and
Shoup-IRA exercises sole voting and investment power with respect
to the shares of Common Stock of the Issuer that beneficially
owned by such person.
(c) All of the transactions in which shares of Common
Stock of the Issuer were purchased by RHD (through RHD-IRA) and
DI since the filing of Amendment No. 6 were open market
transactions effected on the American Stock Exchange.
The following is a description of the transactions
effected by RHD-IRA and DI since the filing of Amendment No. 6:
Number of Price/
Purchaser Date of Purchase Shares Purchased Share
RHD-IRA 12/6/94 20,000 $2.394
RHD-IRA 12/7/94 16,600 $2.675
RHD-IRA 12/8/94 18,100 $2.675
RHD-IRA 12/9/94 15,700 $2.507
RHD-IRA 12/12/94 2,000 $2.30
RHD-IRA 12/13/94 2,600 $2.3024
DI 12/13/94 3,400 $2.31
DI 12/14/94 20,000 $2.46
DI 12/15/94 5,000 $2.56
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).
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: December 16, 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
Bradley C. Shoup - IRA
By: /s/ Bradley C. Shoup
Bradley C. Shoup