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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. 10)*
Citadel Holding Corporation
_________________________________________________________________
(Name of Issuer)
Common Stock, No Par Value
_________________________________________________________________
(Title of Class of Securities)
172862104
__________________________________
(CUSIP Number)
Mr. Randall J. Demyan
Dillon Capital Management
Suite 1410
21 East State Street
Columbus, OH 43215
(614) 222-4204
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 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 this
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 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: 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 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: 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 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:
U.S.A.
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. 10 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. 10 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-IRA
("Shoup-IRA") (the "Dillon Entities" and "Shoup-IRA" 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. 10 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"), Amendment No. 7 filed on December 16, 1994 ("Amendment
No. 7"), Amendment No. 8 filed on January 10, 1995 ("Amendment
No. 8") and Amendment No. 9 filed on January 20, 1995 ("Amendment
No. 9") (collectively, the "Previous Amendments").
Item 4. Purpose of Transaction
Certain of the Reporting Persons have entered into
discussion with the Issuer and one of its stockholders Craig
Corporation ("Craig") with respect to the possible settlement of
the litigations involving the Reporting Persons, the Issuer and
Craig. Although no agreements have been reached and no
settlement instruments have been executed, those discussions have
contemplated an arrangement pursuant to which, among other
things, certain of the Reporting Persons (the Dillon Entities)
would resolve their litigations with the Issuer upon the
following terms. The Dillon Entities would transfer to the
Issuer 666,000 of the shares of the Issuer's Common Stock they
now own and $2.2 million in cash in exchange for 1.295 million
shares of the Class B Common Stock of Fidelity Federal Bank, a
Federal Savings Bank ("Fidelity"). These 1.295 million shares,
which are currently owned by the Issuer, would concurrently with
the transfer be converted into 1.295 million shares of Fidelity's
Class A common stock, which the parties anticipate would be
freely tradeable.
In connection with this purchase and sale, all existing
litigation between the Issuer and all of the Reporting Persons
would be terminated, with mutual releases executed and delivered.
In addition, the Reporting Persons who would be parties to the
settlement agreement (the Dillon Entities referenced above) would
also agree, for one year following the closing of the purchase
and sale, not to purchase or acquire any other beneficial
interest in any of the Issuer's securities, and not to engage in
any solicitation of consents or proxies during such one-year
period.
The Dillon Entities have also discussed with Craig an
arrangement pursuant to which all existing litigation between
Craig and all of the Reporting Persons would be terminated, with
mutual releases executed and delivered. In addition, as part of
this settlement, Craig would agree to enter into an agreement
with the Issuer pursuant to which Craig would agree not to
exercise, prior to February 4, 1996, its right to tender any
shares of the 3% Cumulative Voting Convertible Preferred Stock of
the Issuer for conversion into the Common Stock of the Issuer
without the prior consent of the holders of a majority of the
outstanding shares of Common Stock.
The Dillon Entities are continuing their discussions
with Craig and the Issuer with respect to the possibility of
entering into such settlement arrangements, and are hopeful that
a settlement upon the terms described above can be reached.
There can, however, be no assurance that such an agreement will
be reached between Craig and such Reporting Persons or between
the Issuer and such Reporting Persons on the terms of any such
settlement arrangements, nor can there be any assurance that any
settlement agreements will in fact be executed or, if such
agreements are executed, that the settlements contemplated by
those agreements will be consummated. Any such settlements, if
reached, may contain terms that diverge materially from those set
forth above.
In connection with the above-referenced settlement
discussions, each of the parties to the litigations among Craig,
the Issuer and the Reporting Persons has agreed to suspend the
prosecution of those litigations for a period of 7 days (i.e.,
through April 3, 1995).
Three of the Reporting Persons have determined to sell
certain of their respective holdings of the Issuer's Common
Stock. DI and RHD-IRA intend to sell an aggregate of 131,000 of
Common Stock, and Bradley Shoup intends to sell 2,000 shares of
Common Stock held by Shoup-IRA. Upon the disposition of such
Common Stock, neither Mr. Shoup nor Shoup-IRA will own any of the
Issuer's securities and Shoup-IRA will cease to be a Reporting
Person.
Whether the dispositions of shares of Common Stock
contemplated by DI, RHD-IRA and Shoup-IRA are in fact effected
will depend upon market conditions generally, the price of the
Issuer's shares of Common Stock as reported on the various stock
exchanges on which such shares are traded and the contemplated
impact of such dispositions upon the market for the Issuer's
shares. Any such dispositions may be consummated in open market
or privately negotiated transactions.
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: March 28, 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