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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. 8)*
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)
January 10, 1995
___________________________________________________________________________
(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).
Page 1 of 12 Pages
SCHEDULE 13D
CUSIP NO. 172862104 Page 2 of 12 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: 700,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 700,000
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
700,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
10.49%
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 12 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 12 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: 90,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 90,000
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
90,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.35%
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 12 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 12 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. 8 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. 8 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. 8 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"), Amendment No. 6 filed on December 1, 1994 ("Amendment
No. 6") and Amendment No. 7 filed December 16, 1994 ("Amendment
No. 7") (collectively, the "Previous Amendments").
Item 3. Source and Amount of Funds or Other Consideration
The sole source of the $24,700 used by RHD (through
RHD-IRA) in making purchases (all of which have been effected
since the filing of Amendment No. 7) of 10,000 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 $63,876 used by DI in making
purchases (all of which have been effected since the filing of
Amendment No. 7) of 24,600 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. 7 was filed, RHD (through RHD-IRA) and DI decided to acquire
the additional shares of the Issuer's Common Stock reported
herein.
On January 10, 1995, DI will deliver to the Board of
Directors of the Issuer the letter attached hereto as Exhibit B
and incorporated herein by this reference.
Item 5. Interest in Securities of the Issuer
(a)(b) As of the date of this Amendment No. 8, DI,
RHD, RHD-IRA, RHD-Foundation and Shoup-IRA owned beneficially
700,000, 5,000, 90,000, 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 definitive copies of the
Notice of Annual Meeting of Stockholders and Proxy Statement of
the Issuer dated December 20, 1994 (the "Issuer Proxy
Statement"), DI, RHD, RHD-IRA, RHD-Foundation and Shoup-IRA own
beneficially approximately 10.49%, .075%, 1.35%, .030% and .030%
of the Issuer's Common Stock, respectively. On November 10,
1994, the Issuer issued to Craig Corporation 1,329,114 shares of
3% Cumulative Voting Convertible Preferred Stock (the "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 8.75%, .063%, 1.13%,
.025% and .025% of the 7,999,038 shares of Voting Stock reported
as outstanding on November 14, 1994 in the Issuer 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. 7 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. 7:
Number of Price/
Purchaser Date of Purchase Shares Purchased Share
DI 12/21/94 5,300 $2.56
DI 12/22/94 3,300 $2.56
DI 12/23/94 1,000 $2.56
DI 12/27/94 15,000 $2.62
RHD-IRA 12/30/94 6,000 $2.57
RHD-IRA 1/3/95 4,000 $2.32
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).
Exhibit B - Letter, dated January 10, 1995, from DI to
the Board of Directors of the Issuer. (Attached hereto
beginning at page 11).
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: January 10, 1995 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
Exhibit B
__________________________
Dillon Investors, L.P.
__________________________
21 East State Street - Suite 1410
Columbus, Ohio 43215-4228
January 10, 1995
The Board of Directors
Citadel Holding Corporation
700 North Central Avenue
Glendale, California 91203
Gentlemen:
The undersigned, Dillon Investors, L.P. ("Dillon") is the record
owner of 700,000 shares of common stock of Citadel Holding
Corporation ("Citadel").
Dillon has watched the continuing erosion of the market price for
Citadel's common stock with concern. Of particular concern is
the substantial dilution that could now result to stockholders
other than Craig Corporation ("Craig") if Craig determines to
convert the control block of securities known as the 3%
Cumulative Voting Convertible Preferred Stock ("Preferred
Shares"), which Citadel recently issued to Craig, at a conversion
ratio based upon a market price of less than $3.00 for Citadel's
common stock, and Citadel's Board takes no action to redeem such
Preferred Shares, as it is entitled to do if such market price is
below $3.00.
Dillon continues to believe that the pro rata distribution (after
the shares are registered) by Citadel to all of its stockholders
of the shares of Fidelity Federal Bank ("Fidelity") held by
Citadel, and an orderly sale over a reasonable period of time of
Citadel's real estate assets at the best available price,
followed by the dissolution and liquidation of Citadel, is the
best way to maximize value for all Citadel stockholders. (In
that connection, although Dillon is pleased that Citadel has
determined to place two of its six properties up for sale, Dillon
is concerned about Citadel's plans - currently undisclosed - for
the proceeds from any sale of such properties.) Dillon intends,
subject to compliance with applicable law, to continue to seek to
influence Citadel to pursue such a strategy.
However, inasmuch as Dillon now believes that Citadel's
stockholders may prefer to cash out their investment rather than
wait for Citadel to implement such strategy, the undersigned
hereby proposes to enter into an acquisition transaction with
Citadel in which Citadel stockholders would receive $4 per share
in cash for their common stock. This price represents a 68%
premium to the current market price, a 20% premium to the book
value as of September 30, 1994, and is a premium to the implied
value of the common stock based on the fairness opinion rendered
recently by Wedbush Morgan Securities in connection with the
Preferred Shares issuance to Craig. If desired, Dillon would
endeavor to structure such transaction in a way which would
permit stockholders who so chose to retain an equity interest.
Upon consummation of the transaction, Dillon would pursue
implementation of the above-described strategy. In the event
that the transaction is structured to allow Citadel stockholders
to retain equity, stockholders who so determine will receive
their pro rata share of all distributions by Citadel of cash or
securities. Dillon and its affiliates would receive no payments
or distributions from Citadel other than their pro rata share of
distributions to all stockholders, plus expenses including those
incurred to date in connection with Dillon's efforts to cause
rescission of the issuance of the Preferred Shares to Craig and
to present its strategy to stockholders pursuant to its
previously proposed proxy and consent solicitations, which
actions were for the benefit of all stockholders.
This proposal is conditioned upon the following:
1) Compliance with all regulatory requirements (Dillon believes
it is possible that any delays otherwise related to Office
of Thrift Supervision ("OTS") approval could be eliminated
by Citadel's appropriate filing with the OTS to deregister
as a savings and loan holding company, in light of its
limited holdings of non-voting stock of Fidelity);
2) Termination of all litigation between Dillon and Citadel;
3) No further issuance of any class of securities by Citadel;
4) No action by Citadel that would materially affect the
current assets of Citadel prior to completion of the
acquisition without prior approval from Dillon;
5) The Preferred Shares be rescinded, and the original terms of
the Craig Line of Credit be maintained; alternatively, the
transaction would provide for the acquisition of the
Preferred Shares at a price of $4.00 per share;
6) The obtaining of financing; and
7) The negotiation and execution of appropriate documentation.
We are confident that financing can be obtained for the
acquisition. The above is subject to negotiation. We look
forward to your prompt response.
Very truly yours,
DILLON INVESTORS, L.P.
By: /s/ Roderick H. Dillon, Jr.
Roderick H. Dillon, Jr., its General Partner