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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. 11)*
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 31, 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 32 Pages
SCHEDULE 13D
CUSIP NO. 172862104 Page 2 of 32 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: 647,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 647,000
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
647,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.7%
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 32 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 32 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: 12,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 12,000
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
12,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.18%
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 32 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.
Supplement to Amendment No. 11 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. 11 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 "Reporting Persons") and Bradley C. Shoup-IRA
("Shoup-IRA") 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. 11 amends certain information set
forth in the Schedule 13D filed by the Reporting Persons and
Shoup-IRA on March 8, 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"), Amendment No. 9 filed on
January 20, 1995 ("Amendment No. 9") and Amendment No. 10 filed
on March 28, 1995 ("Amendment No. 10") (collectively, the
"Previous Amendments").
Item 4. Purpose of Transaction
On April 3, 1995, the Reporting Persons entered into a
Stock Exchange and Settlement Agreement with the Issuer and a
Settlement Agreement with Craig Corporation ("Craig") (the
"Agreements"), providing for (1) the purchase by such Reporting
Persons from the Issuer of an aggregate of 1,295,000 shares of
Class A Common Stock of Fidelity Federal Bank in exchange for an
aggregate of 666,000 shares of Common stock (constituting all of
the Common stock now owned by the Reporting Persons) and
$2,220,000 in cash, (2) the termination of all existing
litigation and the execution and delivery of mutual releases and
(3) the agreement of Craig not to exercise its right to convert
shares of 3% Cumulative Voting Convertible Preferred Stock of the
Issuer into Common Stock prior to February 4, 1996, unless such
conversion is approved by the holders of a majority of the
outstanding Common Stock. The Agreements remain subject to the
approval of the boards of directors of the Company and Craig, and
the closing of the purchase and exchange will take place on the
fifth business day following the date of the later received
approval; provided, that if such approvals are not obtained on or
before April 13, 1995, the Agreements will automatically
terminate and thereafter have no force or effect. The above
summary is qualified in its entirety by reference to the full
texts of the Agreements, which are attached hereto as Exhibits B
and C and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
(a)(b) As of the date of this Amendment No. 11,
Shoup-IRA no longer owned any shares of Common Stock of the
Issuer and DI, RHD, RHD-IRA and RHD-Foundation owned beneficially
647,000, 5,000, 12,000, 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 and RHD-Foundation own beneficially approximately 9.7%,
.075%, .18%, 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, and RHD-Foundation hold approximately 8.09%,
.063%, .15%, 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, and RHD-Foundation
exercises sole voting and investment power with respect to the
shares of Common Stock of the Issuer beneficially owned by such
person.
(c) All of the transactions in which shares of Common
Stock of the Issuer were sold by RHD (through RHD-IRA) and DI
since the filing of Amendment No. 10 were negotiated
transactions. The transaction in which shares of Common Stock of
Issuer were sold by Shoup-IRA was a market transaction.
The following is a description of the transactions
effected by RHD-IRA, DI and Shoup-IRA since the filing of
Amendment No. 10
NUMBER OF PRICE/
SELLER DATE OF SALE SHARES SOLD SHARE
DI 3/31/95 53,000 $1.875
RHD-IRA 3/31/95 78,000 $1.875
Shoup-IRA 3/29/95 2,000 $2.1875
As discussed in Item 4 above, the Reporting Persons
have agreed to sell their remaining Common Stock to the Issuer.
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 - Settlement Agreement dated April 3,
1995 among the Reporting Persons and the Issuer.
(Included beginning at page ___ of this Amendment
No. 11 to Schedule 13D)
Exhibit C - Stock Exchange and Settlement
Agreement, dated April 3, 1995 among the Reporting
Persons and the Craig Corporation. (Included beginning
at page ___ of this Amendment No. 11 to Schedule 13D)
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: April 4, 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
Settlement Agreement dated April 3, 1995 among the
Reporting Persons and the Issuer.
SETTLEMENT AGREEMENT
This Settlement Agreement (this "Agreement") is made
and entered into on April 3, 1995 by and among Craig
Corporation, a Delaware corporation ("Craig"), and Dillon
Investors, L.P., a Delaware partnership ("Dillon LP"),
Roderick H. Dillon, Jr., an individual ("Dillon"), Roderick H.
Dillon, Jr. Foundation, an Ohio trust ("Dillon Trust"), and
Roderick H. Dillon, Jr.-IRA ("Dillon IRA"; and collectively
with Dillon LP, Dillon Trust, and Dillon, the "Dillon
Parties").
R E C I T A L S
1. Craig and Dillon LP are parties to a lawsuit
filed by Dillon LP in the Court of Chancery of the State of
Delaware in and for New Castle County (C.A. No. 13867) (the
"Delaware Action").
2. The Dillon Parties are parties to a lawsuit
filed by Citadel Holding Corporation, a Delaware corporation
("Citadel"), in the United States District Court, Central
District of California (Case No. CV-94-7735 R) (the "Federal
Action," and collectively with the Delaware Action, the
"Actions").
3. Craig and the Dillon Parties desire to avoid
the cost, expense and risk associated with further litigation
with respect to the Actions.
NOW, THEREFORE, in consideration of the foregoing
and the provisions set forth below, the parties hereto agree
as follows:
Article One
Settlement of the Actions
1.1 In consideration of all the promises,
conditions, and covenants set forth herein and subject to the
provisions of this Agreement, and except for the obligations
of the Dillon Parties hereunder, effective as of and
conditioned upon consummation of the Closing (as defined
below), Craig hereby forever releases, acquits, and discharges
the Dillon Parties, Bradley C. Shoup ("Shoup"), Timothy M.
Kelley ("Kelley"), Ralph V. Whitworth ("Whitworth") and Jordan
M. Spiegel ("Spiegel"), and all of their past and present
predecessors, successors, assigns, directors, employees,
partners, agents, attorneys, affiliates, and parent and
subsidiary corporations and partnerships (Shoup, Kelley,
Whitworth, Spiegel, the Dillon Parties and such other persons
are collectively referred to herein as the "Dillon
Releasees"), of and from any and all manner of actions, causes
of action, rights in law or in equity, suits, debts, liens,
judgments, indebtedness, contracts, agreements, promises,
liabilities, claims, cross-claims, demands, damages, losses,
accounts, reckonings, obligations, interest, costs, or
expenses, of any type, kind, or nature whatsoever, known or
unknown, fixed or contingent, liquidated or unliquidated,
claimed or unclaimed, whether based in contract, tort, or
other legal, statutory, or equitable theory of recovery, each
as though fully set forth at length herein, that Craig has or
at anytime has had against the Dillon Releasees, or any of
them, by reason of any matter, cause, act, omission, or thing
whatsoever from the beginning of time through the Closing Date
(as defined below), arising out of or in connection with
(i) all claims asserted or that could have been asserted in,
or arising out of the facts asserted or that could have been
asserted in, the Actions, (ii) the initiation, prosecution and
defense of the Actions, (iii) all claims asserted, that could
have been asserted, or that relate in any way to, the
securities of Citadel, including, without limitation, claims
under the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (collectively, the "Exchange
Act Laws"), and (iv) all claims asserted or that could have
been asserted with respect to, or that relate in any way to,
the purchase or ownership of the securities of Citadel by the
Dillon Parties..
1.2 In consideration of all the promises,
conditions, and covenants set forth herein and subject to the
provisions of this Agreement, and except for the obligations
of Craig hereunder, effective as of and conditioned upon
consummation of the Closing, the Dillon Parties hereby forever
release, acquit, and discharge Craig and all of its past and
present predecessors, successors, assigns, directors,
employees, partners, agents, attorneys, affiliates, and parent
and subsidiary corporations and partnerships (Craig and such
other persons are collectively referred to herein as the
"Craig Releasees"), of and from any and all manner of actions,
causes of action, rights in law or in equity, suits, debts,
liens, judgments, indebtedness, contracts, agreements,
promises, liabilities, claims, cross-claims, demands, damages,
losses, accounts, reckonings, obligations, interest, costs, or
expenses, of any type, kind, or nature whatsoever, known or
unknown, fixed or contingent, liquidated or unliquidated,
claimed or unclaimed, whether based in contract, tort, or
other legal, statutory, or equitable theory of recovery, each
as though fully set forth at length herein, that the Dillon
Parties, or any of them, have or at anytime have had against
the Craig Releasees, or any of them, by reason of any matter,
cause, act, omission, or thing whatsoever from the beginning
of time through the Closing Date, arising out of or in
connection with (i) all claims asserted or that could have
been asserted in, or arising out of the facts asserted or that
could have been asserted in, the Actions, (ii) the initiation,
prosecution and defense of the Actions, (iii) all claims
asserted, that could have been asserted, or that relate in any
way to, the securities of Citadel, including, without
limitation, claims under the Exchange Act Laws, and (iv) all
claims asserted or that could have been asserted with respect
to, or that relate in any way to, the purchase or ownership of
the securities of Citadel by Craig.
1.3 As used herein, the terms "Closing" and
"Closing Date" shall mean the Closing and Closing Date,
respectively, contemplated by the Stock Exchange and
Settlement Agreement of even date herewith among Citadel and
the Dillon Parties.
1.4 It is understood and agreed that the parties
hereto, and each of them, hereby expressly waive all rights
under Section 1542 of the Civil Code of California, and any
law or principle of similar effect of any state or territory
of the United States. Said section reads as follows:
"SECTION 1542. A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST
IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH
THE DEBTOR."
The advice of legal counsel has been obtained by each of the
parties hereto prior to signing this Agreement.
1.5 The parties hereto agree that they shall
forthwith cause their respective Delaware trial counsel to
apply to the Court of Chancery to vacate the trial date for
the Delaware Action, currently set for April 18-21, 1995. The
parties further agree that, upon approval of the Court of
Chancery to vacate the trial date, all discovery and pretrial
proceedings in the Delaware Action will be stayed for a period
of 30 days from the date hereof. Upon the expiration of such
30 days, in the absence of either the Closing or an agreement
of the parties hereto to a further stay of proceedings, the
parties shall forthwith cause their respective counsel jointly
to confer, to the extent necessary, with the Court of Chancery
to establish a schedule for completion of discovery and other
pretrial proceedings and the fixing of a new trial date at the
earliest time consistent with the discovery requirements and
the Court's calendar.
1.6 Craig and the Dillon Parties hereby authorize
and direct their respective attorneys to execute and file on
the Closing Date stipulations for dismissal with prejudice of
the Delaware Action, and such actions at such time shall be a
term of this Agreement.
1.7 This Agreement constitutes the compromise,
settlement and release of disputed claims, denials and
defenses made or that could have been made by Craig or the
Dillon Parties, or any of them, and is being entered into
solely for the purpose of avoiding the burdens, inconveniences
and expenses of further litigation and disputes between the
parties with respect to the Actions. Therefore, this
Agreement is not to be, and shall never be construed or deemed
to be, an admission or concession by Craig or the Dillon
Parties, or any of them, of liability or culpability, or lack
thereof, at any time for any purpose concerning the Actions
hereby compromised, settled and released. Further, nothing
contained herein or in any form of communication between Craig
and the Dillon Parties, their respective attorneys and
representatives, or any of them, pertaining to the
consummation of this Agreement or the compromise, settlement
and releases reflected herein shall be construed or deemed to
be an admission or concession of liability or culpability, or
lack thereof, by Craig or the Dillon Parties, or any of them ,
concerning such matters.
Article Two
Agreement Not to Elect to Convert
Citadel Holding Corporation Preferred Stock
2.1 As further consideration of all the promises,
conditions, and covenants set forth herein and subject to the
provisions of this Agreement, Craig hereby covenants that,
prior to February 4, 1996, Craig will not, absent the approval
of a majority of the outstanding shares of common stock of
Citadel, exercise its right to tender any share or shares of
the 3% Cumulative Voting Convertible Preferred Stock (the
"Preferred Stock") of Citadel, for conversion into common
stock of Citadel pursuant to Section 7 of the Certificate of
Designation of the Preferred Stock. Craig further agrees to
obtain from any transferee of any shares of Preferred Stock an
undertaking to the same effect as this and the preceding
sentence. Effective as of the Effective Date (as defined
below), Craig will enter into an agreement with Citadel to the
effect of this Section 2.1.
Article Three
Representations and Warranties
3.1 Mutual Representations and Warranties. Each
party hereby represents and warrants to the others as follows:
(a) Each party that is a corporation is a
corporation duly incorporated, validly existing and in good
standing under the laws of its state of incorporation and is
duly qualified and authorized to do business in the State of
California. Each party that is a partnership is a partnership
duly formed, validly existing and in good standing as a
partnership under the laws of its state of organization. Each
party that is a trust is a trust duly created, and validly
existing as a trust under the laws of the state under which it
was created.
(b) It has full power and authority to enter
into this Agreement and to consummate the transactions
contemplated hereby. This Agreement is its or his (as
applicable) valid and binding agreement, enforceable against
it or him in accordance with its terms (as to Craig, its
representation in this sentence is limited solely to
Section 1.5 until the Effective Date, at which time this
representation shall apply to the entire Agreement).
(c) Neither the execution and delivery of
this Agreement, nor the consummation of the transactions
contemplated hereby, will violate, result in a breach of any
of the terms or provisions of, constitute a default (or any
event that, with the giving of notice or the passage of time
or both would constitute a default) under, accelerate any
obligations under, or conflict with, (i) its charter or bylaws
(or other organizational documents), if applicable, or any
agreement, indenture or other instrument to which it is party
or by which it or its properties are bound, (ii) any judgment,
decree, order or award of any court, governmental body or
arbitrator to which it is subject, or (iii) any law, rule or
regulation applicable to it.
(d) It or he (as applicable) has carefully
read the entirety of this Agreement, knows and understands the
contents hereof, and enters into this Agreement in good faith,
freely and voluntarily without undue influence, coercion,
fraud or duress.
(e) It or he (as applicable) has not sold,
assigned, pledged, hypothecated or otherwise transferred any
of its or his interests in the Actions, or either of the
Actions, or any claim released hereby, to any other person or
entity.
3.2 Bring-Down and Survival of Representations and
Warranties. All representations, warranties and agreements of
each party hereto shall be deemed to have been given again on
and as of the Closing Date with the same force and effect as
if made on and as of the Closing Date and shall survive the
Closing.
Article Four
Other Agreements
4.1 Further Assurances. Each party hereto shall
promptly execute and deliver such further agreements and
instruments, and take such further actions, as the other party
may reasonably request in order to carry out the purpose and
intent of this Agreement.
Article Five
Miscellaneous
5.1 Notices. All notices, requests, demands and
other communications hereunder shall be in writing and shall
be deemed given if delivered personally or by facsimile
transmission (with subsequent letter confirmation by mail) or
two days after being mailed by certified or registered mail,
postage prepaid, return receipt requested, to the parties,
their successors in interest or their assignees at the
following addresses, or at such other addresses as the parties
may designate by written notice in the manner aforesaid:
If to the Dillon 21 East State Street, Suite 1410
Parties: Columbus, Ohio 43215-4228
Telecopy: (614) 222-4224
Attention: Roderick H. Dillon, Jr.
If to Craig: Craig Corporation
550 S. Hope St.
Los Angeles, California 90071
Telecopy: (213) 239-0555
Attention: President
5.2 Assignability and Parties in Interest. This
Agreement shall not be assignable by any of the parties. This
Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and
assigns.
5.3 Governing Law. This Agreement shall be
governed by, and construed and enforced in accordance with,
the internal substantive law, and not the law pertaining to
conflicts or choice of law, of the State of California.
5.4 Counterparts. This Agreement may be executed
in several counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.
5.5 Complete Agreement. This Agreement is an
integrated agreement containing the entire agreement among the
parties with respect to the subject matter hereof and shall
supersede all previous oral and written and all contempo
raneous oral negotiations, commitments and understandings.
5.6 Modifications, Amendments and Waivers. This
Agreement may be modified, amended or otherwise supplemented
only by a writing signed by the party against whom it is
sought to be enforced. No waiver of any right or power
hereunder shall be deemed effective unless and until a writing
waiving such right or power is executed by the party waiving
such right or power.
5.7 No Third Party Beneficiaries. Except as
expressly provided in Sections 1.1 and 1.2 hereof, there are
no third party beneficiaries under this Agreement or intended
by any party hereto.
5.8 Expenses. Each party hereto shall bear its
own costs and expenses, including, without limitation,
attorneys' fees, incurred in connection with the Delaware
Action and this Agreement.
5.9 Contract Interpretation; Construction of
Agreement.
(a) The headings contained in this Agreement
are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. Article,
section, party and recital references are to this Agreement
unless otherwise stated.
(b) None of the parties hereto, nor their
respective counsel, shall be deemed the drafter of this
Agreement for purposes of construing the provisions of this
Agreement, and all language in all parts of this Agreement
shall be construed in accordance with its fair meaning, and
not strictly for or against any party.
5.10 Effectiveness of Agreement. The "Effective
Date" shall be the later to occur of (i) the date on which
Citadel notifies Dillon in writing that Citadel's Board of
Directors has approved the Stock Exchange and Settlement
Agreement of even date herewith among Citadel and the Dillon
Parties or (ii) the date on which Craig notifies Dillon in
writing that Craig's Board of Directors has approved this
Agreement; provided, however, that if the Effective Date does
not occur on or before April 13, 1995, then this Agreement
shall automatically terminate at 11:59 p.m., Los Angeles time,
on April 13, 1995 and shall thereafter have no legal force or
effect whatsoever.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first above written.
CRAIG CORPORATION, DILLON INVESTORS, L.P.,
a Delaware corporation a Delaware partnership
By:________________________
Title:_____________________ By:___________________________
Title:________________________
RODERICK H. DILLON, JR.
FOUNDATION, an Ohio trust
By:___________________________
Title:________________________
RODERICK H. DILLON, JR.-IRA
By:___________________________
Roderick H. Dillon, Jr.
______________________________
Roderick H. Dillon, Jr.
04/03/95 - 0052841.01
Exhibit C
Stock Exchange and Settlement Agreement, dated April 3,
1995 among the Reporting Persons and the Craig Corporation.
STOCK EXCHANGE AND SETTLEMENT AGREEMENT
This Settlement Agreement (this "Agreement") is made
and entered into on April 3, 1995 by and among Citadel Holding
Corporation, a Delaware corporation ("Citadel"), and Dillon
Investors, L.P., a Delaware partnership ("Dillon LP"),
Roderick H. Dillon, Jr., an individual ("Dillon"), Roderick H.
Dillon, Jr. Foundation, an Ohio trust ("Dillon Trust"), and
Roderick H. Dillon, Jr.-IRA ("Dillon IRA"; Dillon LP, Dillon,
Dillon Trust and Dillon IRA are collectively referred to
herein as the "Dillon Parties").
R E C I T A L S
1. Citadel and Dillon LP are parties to a lawsuit
filed by Dillon LP in the Court of Chancery of the State of
Delaware in and for New Castle County (C.A. No. 13867) (the
"Delaware Action").
2. Citadel and the Dillon Parties are parties to
a lawsuit filed by Citadel in the United States District
Court, Central District of California (Case No. CV-94-7735 R)
(the "Federal Action", and collectively with the Delaware
Action, the "Actions").
3. Citadel desires to sell to the Dillon Parties,
and the Dillon Parties desire to purchase from Citadel, shares
of common stock of Fidelity Federal Bank, a Federal Savings
Bank ("Fidelity").
4. Citadel and the Dillon Parties desire to avoid
the cost, expense and risk associated with further litigation
with respect to the Actions.
NOW, THEREFORE, in consideration of the foregoing
and the provisions set forth below, the parties hereto agree
as follows:
Article One
Settlement of the Actions
1.1. In consideration of all the promises,
conditions, and covenants set forth herein and subject to the
provisions of this Agreement, and except for the obligations
of the Dillon Parties hereunder, effective as of and
conditioned upon consummation of the Closing (as defined
below), Citadel hereby forever releases, acquits, and
discharges the Dillon Parties, Bradley C. Shoup ("Shoup"),
Timothy M. Kelley ("Kelley"), Ralph V. Whitworth ("Whitworth")
and Jordan M. Spiegel ("Spiegel"), and all of their past and
present predecessors, successors, assigns, directors,
employees, partners, agents, attorneys, affiliates, and parent
and subsidiary corporations and partnerships (the Dillon
Parties, Shoup, Kelley, Whitworth, Spiegel and such other
persons are collectively referred to herein as the "Dillon
Releasees"), of and from any and all manner of actions, causes
of action, rights in law or in equity, suits, debts, liens,
judgments, indebtedness, contracts, agreements, promises,
liabilities, claims, cross-claims, demands, damages, losses,
accounts, reckonings, obligations, interest, costs, or
expenses, of any type, kind, or nature whatsoever, known or
unknown, fixed or contingent, liquidated or unliquidated,
claimed or unclaimed, whether based in contract, tort, or
other legal, statutory, or equitable theory of recovery, each
as though fully set forth at length herein, that Citadel has
or at anytime had against the Dillon Releasees, or any of
them, by reason of any matter, cause, act, omission, or thing
whatsoever from the beginning of time through the Closing Date
(as defined below), arising out of or in connection with
(i) all claims asserted or that could have been asserted in,
or arising out of the facts asserted or that could have been
asserted in, the Actions, (ii) the initiation, prosecution and
defense of the Actions, (iii) all claims asserted, that could
have been asserted, or that relate in any way to, the
securities of Citadel, including, without limitation, claims
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder
(collectively, the "Exchange Act Laws"), and (iv) all claims
asserted or that could have been asserted with respect to, or
that relate in any way to, the purchase or ownership of the
securities of Citadel by the Dillon Parties.
1.2 In consideration of all the promises,
conditions, and covenants set forth herein and subject to the
provisions of this Agreement, and except for the obligations
of Citadel hereunder, effective as of and conditioned upon
consummation of the Closing, the Dillon Parties hereby forever
release, acquit, and discharge Citadel, James J. Cotter
("Cotter"), Peter W. Geiger ("Geiger"), S. Craig Tompkins
("Tompkins"), Alfred Villasenor ("Villasenor") and Steve
Wesson ("Wesson") and all of their past and present
predecessors, successors, assigns, directors, employees,
partners, agents, attorneys, affiliates, and parent and
subsidiary corporations and partnerships (Citadel, Cotter,
Geiger, Tompkins, Villasenor, Wesson and such other persons
are collectively referred to herein as the "Citadel
Releasees"), of and from any and all manner of actions, causes
of action, rights in law or in equity, suits, debts, liens,
judgments, indebtedness, contracts, agreements, promises,
liabilities, claims, cross-claims, demands, damages, losses,
accounts, reckonings, obligations, interest, costs, or
expenses, of any type, kind, or nature whatsoever, known or
unknown, fixed or contingent, liquidated or unliquidated,
claimed or unclaimed, whether based in contract, tort, or
other legal, statutory, or equitable theory of recovery, each
as though fully set forth at length herein, that the Dillon
Parties, or any of them, have or at anytime have had against
the Citadel Releasees, or any of them, by reason of any
matter, cause, act, omission, or thing whatsoever from the
beginning of time through the Closing Date, arising out of or
in connection with (i) all claims asserted or that could have
been asserted in, or arising out of the facts asserted or that
could have been asserted in, the Actions, (ii) the initiation,
prosecution and defense of the Actions, (iii) all claims
asserted, that could have been asserted, or that relate in any
way to, the securities of Citadel, including, without
limitation, claims under the Exchange Act Laws, and (iv) all
claims asserted or that could have been asserted with respect
to, or that relate in any way to, the purchase or ownership of
the securities of Citadel by the Dillon Parties.
1.3 It is understood and agreed that the parties
hereto, and each of them, hereby expressly waive all rights
under Section 1542 of the Civil Code of California, and any
law or principle of similar effect of any state or territory
of the United States. Said section reads as follows:
"SECTION 1542. A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
The advice of legal counsel has been obtained by each of the
parties hereto prior to signing this Agreement.
1.4 The parties hereto agree that they shall
forthwith cause their respective Delaware trial counsel to
apply to the Court of Chancery to vacate the trial date for
the Delaware Action, currently set for April 18-21, 1995. The
parties further agree that all discovery and pretrial
proceedings in the Federal Action (to the extent permitted by
applicable laws and/or rules of procedure) and, upon approval
of the Court of Chancery to vacate the trial date, the
Delaware Action, will be stayed for a period of 30 days from
the date hereof. Upon the expiration of such 30 days, in the
absence of either the Closing or an agreement of the parties
hereto to a further stay of proceedings, discovery and
pretrial proceedings in the Actions shall recommence, and the
parties shall forthwith cause their respective counsel jointly
to confer, to the extent necessary, with the applicable courts
to establish a schedule for completion of discovery and other
pretrial proceedings and the fixing of a new trial date at the
earliest time consistent with the discovery requirements and
the courts' calendars.
1.5 Citadel and the Dillon Parties hereby
authorize and direct their respective attorneys to execute and
file on the Closing Date stipulations for dismissal with
prejudice of the Actions, and such actions at such time shall
be a term of this Agreement.
1.6 This Agreement constitutes the compromise,
settlement and release of disputed claims, denials and
defenses made or that could have been made by Citadel or the
Dillon Parties, or any of them, and is being entered into
solely for the purpose of avoiding the burdens, inconveniences
and expenses of further litigation and disputes between the
parties with respect to the Actions. Therefore, this
Agreement is not to be, and shall never be construed or deemed
to be, an admission or concession by Citadel or the Dillon
Parties, or any of them, of liability or culpability, or lack
thereof, at any time for any purpose concerning the Actions
hereby compromised, settled and released. Further, nothing
contained herein or in any form of communication between
Citadel and the Dillon Parties, their respective attorneys and
representatives, or any of them, pertaining to the
consummation of this Agreement or the compromise, settlement
and releases reflected herein shall be construed or deemed to
be an admission or concession of liability or culpability, or
lack thereof, by Citadel or the Dillon Parties, or any of
them, concerning such matters.
Article Two
Agreement to Sell and Purchase
2.1 Sale of Fidelity Stock. On the terms and
subject to the conditions set forth herein, Citadel hereby
agrees to sell to the Dillon Parties, and the Dillon Parties
hereby agree to purchase from Citadel, 1,295,000 shares (the
"Class B Shares") of Class B Common Stock, par value $.01 per
share (the "Class B Common Stock"), of Fidelity. Concurrently
with this purchase and sale, the Class B Shares will be
converted, pursuant to Fidelity's Amended and Restated Charter
S (the "Fidelity Charter"), into an equal number of shares
(the "Class A Shares") of Class A Common Stock, par value $.01
per share (the "Class A Common Stock"), of Fidelity, such that
the Dillon Parties will acquire Class A Shares hereunder. The
closing (the "Closing") of such purchase and sale shall occur
on the fifth (5th) business day following the Effective Date
(as defined below) (the "Closing Date").
2.2 Consideration. In consideration of the sale
of the Class B Shares by Citadel, the Dillon Parties shall
deliver to Citadel (a) an aggregate of 666,000 shares of
common stock, $.01 par value per share, of Citadel (the
"Tendered Citadel Stock"), and(b) $2,220,000 in cash by means
of a wire transfer of immediately available funds to an
account designated in writing by Citadel (the "Cash
Component").
2.3 Closing. On the Closing Date, the following
deliveries shall occur, each of which shall be conditioned on
one another:
(a) Citadel shall deliver to Fidelity a
certificate or certificates evidencing the Class B Shares,
duly endorsed in blank or accompanied by separate stock
powers, and Fidelity shall deliver to Dillon, as
representative of the Dillon Parties, certificates evidencing
the Class A Shares, which certificates shall not have
imprinted on them or otherwise be subject to any legends (or
comparable written restrictions) limiting the transferability,
voting or other rights of the holder(s) of such certificates;
(b) The Dillon Parties shall deliver to
Citadel certificates evidencing the Tendered Citadel Stock,
duly endorsed in blank or accompanied by separate stock
powers;
(c) The Dillon Parties shall deliver to
Citadel the Cash Component; and
(d) Each of Citadel and the Dillon Parties
(each separately) shall deliver to the other a written
certificate of its authorized representative dated the Closing
Date to the effect that its representations and warranties
herein remain true and correct on and as of the Closing Date
with the same force and effect as if made on and as of the
Closing Date.
2.4 Notice under Fidelity Charter. Citadel agrees
to deliver to Fidelity on the Closing Date the certificate
contemplated by Section 5(A)(2)(d)(i) of the Fidelity Charter
upon a transfer (other than by way of a dividend or
distribution by Citadel to its stockholders generally) of
Class B Common Stock.
2.5 Allocation of the Purchase Price and the
Class A Shares. Prior to the Closing Date, Dillon shall
inform Citadel of the respective number of shares of the
Tendered Citadel Stock and of the respective portions of the
Cash Component that will be delivered by each of the Dillon
Parties, and each Dillon Party shall receive the same
proportion of the Class A Shares as the proportion of shares
of Tendered Citadel Stock and the Cash Component it or he (as
applicable) delivers.
Article Three
Representations and Warranties
3.1 Mutual Representations and Warranties. Each
party hereby represents and warrants to the others as follows:
(a) If such party is a corporation, it is a
corporation duly incorporated, validly existing and in good
standing under the laws of its state of incorporation and is
duly qualified and authorized to do business in the State of
California. If such party is a partnership, it is a
partnership duly formed, validly existing and in good standing
as a partnership under the laws of its state of organization.
If such party is a trust, it is a trust duly created and
validly existing as a trust under the laws of the state under
which it was created.
(b) It has full power and authority to enter
into this Agreement and to consummate the transactions
contemplated hereby.
(c) Neither the execution and delivery of
this Agreement, nor the consummation of the transactions
contemplated hereby, will violate, result in a breach of any
of the terms or provisions of, constitute a default (or any
event that, with the giving of notice or the passage of time
or both would constitute a default) under, accelerate any
obligations under, or conflict with, (i) its charter or bylaws
(or other organizational documents), if applicable, or any
agreement, indenture or other instrument to which it is party
or by which it or its properties are bound, (ii) any judgment,
decree, order or award of any court, governmental body or
arbitrator to which it is subject, or (iii) any law, rule or
regulation applicable to it.
(d) Such party has made its own independent
evaluation and determination as to the value and fairness of
the consideration it is delivering under the terms of this
Agreement and is not relying on any other party hereto for
such purposes.
(e) It or he (as applicable) has carefully
read the entirety of this Agreement, knows and understands the
contents hereof, and enters into this Agreement in good faith,
freely and voluntarily without undue influence, coercion,
fraud or duress.
3.2 Representations and Warranties of Citadel.
Citadel hereby represents and warrants to the Dillon Parties
as follows:
(a) The Class B Shares are duly and validly
authorized and issued, fully paid and nonassessable, and
Citadel is the sole owner of the Class B Shares, and the
Dillon Parties are acquiring the Class A Shares, free and
clear of any liens, encumbrances, pledges, security interests
or other restrictions.
(b) Citadel has not sold, assigned, pledged,
hypothecated or otherwise transferred any of its interests in
the Actions, or either of the Actions, or any claim released
hereby, to any other person or entity.
(c) Citadel has continually held either the
Class B Shares or the share of common stock of Fidelity that
was reclassified into the Class B Common Stock pursuant to the
recapitalization of Fidelity that occurred on August 4, 1994
with the approval of the Office of Thrift Supervision for a
period of at least three consecutive years, and the Class A
Shares represent less than 10% of the issued and outstanding
shares of Class A Common Stock.
(d) Section 1.4 of this Agreement is its
valid and binding agreement, enforceable against it in
accordance with its terms. On the Effective Date, this
Agreement will be its valid and binding agreement, enforceable
against it in accordance with its terms.
(e) To Citadel's knowledge, neither the
execution and delivery of this Agreement, nor the consummation
of the transactions contemplated hereby, will violate any of
the terms or provisions of, or result in a breach of, any
approval by the Office of Thrift Supervision (the "OTS") of
the August 4, 1994 recapitalization of Fidelity or any
agreement executed by and between any of the OTS, Fidelity and
Citadel in connection with such recapitalization.
(f) Citadel is not, and has not been since
the August 4, 1994 recapitalization of Fidelity, an
"affiliate" (as defined in Rule 144 promulgated by the
Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended) of Fidelity.
(g) To Citadel's knowledge, no approval or
consent from the OTS is required in connection with the
execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby.
3.3 Representations and Warranties of the Dillon
Parties. Each of the Dillon Parties hereby represents and
warrants to Citadel and, solely as to Section 3.3(a), to
Fidelity as follows:
(a) It or he (as applicable) is not an
"affiliate" (as defined by reference above) of Citadel and is
not a member of any "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) of which Citadel or any
affiliate of Citadel is a member.
(b) It or he (as applicable) has not sold,
assigned, pledged, hypothecated or otherwise transferred any
of its or his interests in the Actions, or either of the
Actions, or any claim released hereby, to any other person or
entity.
(c) The Tendered Citadel Stock includes all
shares of common stock of Citadel that will be beneficially
owned as of the Closing Date by any of the Dillon Parties,
their respective "affiliates" (as defined by reference above)
or any members (including, without limitation, all benefi
ciaries and principals of any individual retirement or
comparable accounts that are members) of the "group" (within
the meaning of Section 13(d)(3) of the Exchange Act) of which
the Dillon Parties were members for purposes of the filing of
Amendment No. 8 to Schedule 13D dated January 10, 1995
covering the common stock of Citadel, filed with the SEC under
the Exchange Act.
(d) The Dillon Parties are the sole owners
of, and Citadel is acquiring, the Tendered Citadel Stock free
and clear of any liens, encumbrances, pledges, security
interests or other restrictions.
(e) This Agreement is its or his (as
applicable) valid and binding agreement, enforceable against
it or him in accordance with its terms.
3.4 Survival of Representations and Warranties.
All representations, warranties and agreements of each party
hereto shall survive the Closing.
Article Four
Other Agreements
4.1 No Purchase. The Dillon Parties, and each of
them, agree that neither they nor their respective affiliates
will purchase or otherwise acquire any beneficial interest, or
any long or short position, in any securities of Citadel
(including, without limitation, common stock, preferred stock,
debt securities and any derivatives of any of the foregoing)
prior to the first anniversary of the Closing Date. In
addition, during such period, the Dillon Parties shall not
make, or in any way participate, directly or indirectly, in
any "solicitation" of "proxies" or "written consent" to vote,
or seek to advise or influence any person with respect to the
voting of, any voting securities of Citadel, or become a
"participant" in any "election contest" (as such terms are
used in the proxy rules of the SEC).
4.2 Further Assurances. Each party hereto shall
promptly execute and deliver such further agreements and
instruments, and take such further actions, as the other party
may reasonably request in order to carry out the purpose and
intent of this Agreement.
Article Five
Miscellaneous
5.1 Notices. All notices, requests, demands and
other communications hereunder shall be in writing and shall
be deemed given if delivered personally or by facsimile
transmission (with subsequent letter confirmation by mail) or
two days after being mailed by certified or registered mail,
postage prepaid, return receipt requested, to the parties,
their successors in interest or their assignees at the
following addresses, or at such other addresses as the parties
may designate by written notice in the manner aforesaid:
If to the Dillon 21 East State Street, Suite 1410
Parties: Columbus, Ohio 43215-4228
Telecopy: (614) 222-4224
Attention: Roderick H. Dillon, Jr.
If to Citadel: Citadel Holding Corporation
4565 Colorado Street
Los Angeles, California
Telecopy: (818) 549-3564
Attention: President
5.2 Assignability and Parties in Interest. This
Agreement shall not be assignable by any of the parties. This
Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and
assigns.
5.3 Governing Law. This Agreement shall be
governed by, and construed and enforced in accordance with,
the internal substantive law, and not the law pertaining to
conflicts or choice of law, of the State of California.
5.4 Counterparts. This Agreement may be executed
in several counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.
5.5 Complete Agreement. This Agreement is an
integrated agreement containing the entire agreement among the
parties with respect to the subject matter hereof and shall
supersede all previous oral and written and all contempo
raneous oral negotiations, commitments and understandings.
5.6 Modifications, Amendments and Waivers. This
Agreement may be modified, amended or otherwise supplemented
only by a writing signed by the party against whom it is
sought to be enforced. No waiver of any right or power
hereunder shall be deemed effective unless and until a writing
waiving such right or power is executed by the party waiving
such right or power.
5.7 No Third Party Beneficiaries. Except as
expressly provided in Sections 1.1 and 1.2 hereof, there are
no third party beneficiaries under this Agreement or intended
by any party hereto.
5.8 Expenses. Each party hereto shall bear its
own costs and expenses, including, without limitation,
attorneys' fees, incurred in connection with the Actions and
this Agreement.
5.9 Contract Interpretation; Construction of
Agreement.
(a) The headings contained in this Agreement
are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. Article,
section, party and recital references are to this Agreement
unless otherwise stated.
(b) None of the parties hereto, nor their
respective counsel, shall be deemed the drafter of this
Agreement for purposes of construing the provisions of this
Agreement, and all language in all parts of this Agreement
shall be construed in accordance with its fair meaning, and
not strictly for or against any party.
5.10 Effectiveness of Agreement. The "Effective
Date" shall be the later to occur of (i) the date on which
Citadel notifies Dillon in writing that Citadel's Board of
Directors has approved this Agreement or (ii) the date on
which Craig Corporation ("Craig") notifies Dillon in writing
that Craig's Board of Directors has approved the Settlement
Agreement of even date herewith among Craig and the Dillon
Parties (the "Craig/Dillon Settlement Agreement"); provided,
however, that if the Effective Date does not occur on or
before April 13, 1995, then this Agreement shall automatically
terminate at 11:59 p.m., Los Angeles time, on April 13, 1995
and shall thereafter have no legal force or effect whatsoever.
IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement as of the date first above written.
CITADEL HOLDING CORPORATION, DILLON INVESTORS, L.P.,
a Delaware corporation a Delaware partnership
By:________________________
Title:_____________________ By:___________________________
Title:________________________
RODERICK H. DILLON, JR.
FOUNDATION, an Ohio trust
By:___________________________
Title:________________________
RODERICK H. DILLON, JR.-IRA
By:___________________________
Roderick H. Dillon, Jr.
______________________________
Roderick H. Dillon, Jr.
CONSENT
Notwithstanding any provision to the contrary set
forth in the Credit Agreement dated as August 2, 1994 (the
"Credit Agreement") among Citadel Realty, Inc., Citadel
Holding Corporation ("Citadel"), and Craig Corporation
("Craig") or the guaranty thereof by Citadel, Craig hereby
consents to the transactions contemplated by the foregoing
Stock Exchange and Settlement Agreement and waives any
prohibition thereof in the Credit Agreement or guaranty
thereof.
CRAIG CORPORATION,
a Delaware corporation
By:___________________________
Title:________________________