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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. 12)*
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)
April 18, 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 8 Pages
SCHEDULE 13D
CUSIP NO. 172862104 Page 2 of 8 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*:
Not applicable
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: None
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.0%
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 8 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*:
Not applicable
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: None
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.0%
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 8 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*:
Not applicable
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: None
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.0%
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 8 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*:
Not applicable
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: None
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.0%
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. 12 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. 12 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") 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. 12 amends certain information set forth in the
Schedule 13D filed by the Reporting Persons 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"), Amendment No. 10 filed on March 28, 1995 ("Amendment No.
10") and Amendment No. 11 filed on April 4, 1995 ("Amendment
No. 11") (collectively, the "Previous Amendments").
Item 4. Purpose of Transaction
As previously reported in Item 4 of Amendment No. 11,
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, $.01 par value, of Fidelity Federal Bank in
exchange for an aggregate of 666,000 shares of Common Stock of
the Issuer (constituting all of the Common Stock then 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 shares of Common Stock
of the Issuer. The Agreements were approved by the boards of
directors of the Issuer and Craig as required by the terms of the
Agreements and the closing of the purchase and exchange
contemplated by the Stock Exchange and Settlement Agreement
between the Reporting Persons and the Issuer took place on
April 18, 1995. The Agreements were attached as Exhibits B and C
to Amendment No. 11 and are incorporated herein by this
reference.
Item 5. Interest in Securities of the Issuer
(a)(b) As of the date of this Amendment No. 12, none
of the Reporting Persons owns any shares of Common Stock of the
Issuer.
(c) As noted in Item 4 of this Amendment No. 12, on
April 18, 1995, the Reporting Persons purchased from the Issuer
in a privately negotiated transaction an aggregate of 1,295,000
shares of Class A Common Stock, $.01 par value, of Fidelity
Federal Bank in exchange for an aggregate of 666,000 shares of
Common Stock of the Issuer (constituting all of the Common Stock
then owned by the Reporting Persons) and $2,220,000 in cash. The
effective per share sale price for the shares of Common Stock of
the Issuer was, therefore, $2.125.
(d) Not applicable.
(e) On April 18, 1995, each of the Reporting Persons
ceased to be the beneficial owner of at least five percent (5%)
of the outstanding shares of Common Stock of 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 Craig.
(Incorporated herein by reference to Exhibit B of
Amendment No. 11 to Schedule 13D filed on April 4, 1995
with the SEC).
Exhibit C - Stock Exchange and Settlement
Agreement, dated April 3, 1995, among the Reporting
Persons and the Issuer. (Incorporated herein by
reference to Exhibit C of Amendment No. 11 to
Schedule 13D filed on April 4, 1995 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: April 25, 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