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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 15)
Citadel Holding Corporation
-------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
---------------------------------------------------
(Title of Class of Securities)
172862104
-----------------------------------------
(CUSIP Number)
S. Craig Tompkins, President, Craig Corporation
550 S. Hope Street, Suite 1825, Los Angeles, CA 90071
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 3, 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 filing 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 the
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>
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CUSIP NO. 172862104 SCHEDULE 13D PAGE 2 OF 6 PAGES
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Craig Corporation
95-1620188
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,333,012
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,333,012
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,333,012
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 172862104 SCHEDULE 13D PAGE 3 OF 6 PAGES
- ----------------------- ---------------------
This Amendment No. 15 amends and supplements the Schedule 13D, dated June 5,
1987, as previously amended (as so amended, the "Schedule 13D"), filed by Craig
Corporation, a Delaware corporation ("Craig"), relating to beneficial holdings
of shares of Common Stock, $0.01 par value per share ("Common Stock"), of
Citadel Holding Corporation, a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 600 North Brand
Boulevard, Glendale, California 91203. All capitalized terms used herein and
not otherwise defined shall have the respective meanings ascribed to such terms
in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Schedule 13D is hereby amended to add the following:
Included in the shares of Common Stock beneficially owned by Craig and to
which this Amendment No. 15 relates are 666,000 shares of Common Stock (the
"Warrant Shares") to be issuable upon exercise of a warrant (the "Warrant")
proposed to be granted by the Issuer to Craig as described herein. The Warrant
will be granted pursuant to a Conversion Deferral, Warrant and Reimbursement
Agreement (the "Warrant Agreement") to be entered into between the Issuer and
Craig as also described herein.
Craig's responses in Items 7, 9, 11 and 13 of the Cover Page of this Amendment
No. 14 include 667,012 outstanding shares of Common Stock (the "Common Shares")
held by Craig and the Warrant Shares. Craig also holds 1,329,114 shares (the
"Preferred Shares") of 3% Cumulative Voting Convertible Preferred Stock, stated
value $3.95 per share ("Preferred Stock"), of the Issuer, which are convertible
under certain circumstances into shares of Common Stock as described in
Amendment No. 14 to the Schedule 13D ("Amendment No. 14"). Pursuant to the
Warrant Agreement, Craig generally will agree not to tender any of the Preferred
Shares for conversion prior to February 4, 1996. In light of this proposed
conversion deferral (the "Conversion Deferral"), Craig's responses in Items 7,
9, 11 and 13 of the Cover Page of this Amendment No. 15 do not include any
shares of Common Stock that would be issuable assuming Craig's conversion of the
Preferred Shares.
Pending any conversion of the Preferred Shares, the holders of the Preferred
Shares are entitled to one vote per Preferred Share on all matters submitted to
the Issuer's stockholders and to vote together with the holders of Common Stock
as a single class with respect to such matters. The Common Stock to be
beneficially owned by Craig upon the grant of the Warrant as reported herein,
together with its Preferred Shares, will represent approximately 33.2% of the
aggregate combined voting power of the outstanding shares of Preferred Stock and
the outstanding shares of Common Stock assuming the exercise in full of the
Warrant. The holders of the Preferred Shares also have certain customary class
voting rights as described in Item 6 of Amendment No. 14.
3
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CUSIP NO. 172862104 SCHEDULE 13D PAGE 4 OF 6 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended to add the following:
The Warrant Agreement will be entered into by the Issuer in consideration of
Craig's agreeing to the Conversion Deferral, and no cash consideration will be
paid by Craig for the Warrant granted to it. The purchase price of any Warrant
Shares that may be acquired upon exercise of the Warrant will be payable in cash
at the time of exercise.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended as follows:
On April 3, 1995, Craig entered into the Settlement Agreement (the "Craig
Settlement Agreement") with Dillon Investors, L.P. and certain related parties
(collectively "Dillon") described in Item 6 of this Amendment No. 15 in which it
undertook, among other things, to agree to the Conversion Deferral. In
consideration of the Conversion Deferral, the Issuer proposes to grant to Craig
the Warrant and to reimburse Craig for certain legal fees and expenses incurred
by it in connection with the matters settled between the parties. The Warrant
will entitle Craig to purchase at any time during the two-year period following
the date of the Warrant Agreement up to 666,000 shares of Common Stock of the
Issuer at a price of $3 per share. The Warrant Agreement also will contain
certain antidilution provisions.
The grant of the Warrant is proposed to be made on the "Closing Date" (as
defined) of the Stock Exchange and Settlement Agreement, dated April 3, 1995
(the "Issuer Settlement Agreement"), between the Issuer and Dillon previously
announced by the Issuer. The Warrant Agreement will be subject to the approval
of the respective Boards of Directors of the Issuer and Craig, and will
terminate if such approvals have not been obtained on or before April 13, 1995
or if the Issuer Settlement Agreement is terminated for any reason prior to the
closing thereunder. Pursuant to the Issuer Settlement Agreement, the Issuer
agrees, among other things, to acquire from Dillon 666,000 shares of its Common
Stock held by Dillon.
Apart from the matters described herein, Craig has no current plan or proposal
with respect to any transaction with the Issuer of the types specified in Items
4(a) through (j) of the Schedule 13D ("Covered Transactions"). With respect to
any Covered Transactions that might be proposed by the Issuer or others, Craig
reiterates its position set forth in Item 4 of Amendment No. 13 to the Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended to add the following:
5(a). See Items 11 and 13 of the cover page and the information in Item 1
concerning the securities of the Issuer to beneficially owned by Craig upon
grant of the Warrant.
4
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CUSIP NO. 172862104 SCHEDULE 13D PAGE 5 OF 6 PAGES
- ----------------------- ---------------------
5(b). See Items 7, 8, 9 and 10 of the cover page and the information in Item
1 concerning the calculation of the combined voting power represented by
securities of the Issuer beneficially owned by Craig upon grant of the Warrant.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended to add the following:
On April 3, 1995, Craig entered into the Craig Settlement Agreement with
Dillon for the purpose of resolving the dispute between Craig and the Issuer, on
the one hand, and Dillon, on the other, that is the subject of a Delaware
Chancery Court proceeding initiated by Dillon in November 1994. The dispute
pertained to, among other things, Craig's purchase of the Preferred Shares which
was reported previously in Amendment No. 14. The Craig Settlement Agreement
contemplates that the Issuer and Craig will subsequently enter into the Warrant
Agreement. The Craig Settlement Agreement also contains mutual general releases
by Dillon and Craig.
The Preferred Shares owned by Craig are convertible into shares of Common
Stock of the Issuer under certain circumstances as described in Amendment No.
14. Pursuant to the Conversion Deferral to be set forth in the Warrant
Agreement, however, Craig will agree that, absent the approval of a majority of
the outstanding shares of Common Stock of the Issuer, it will not tender any of
the Preferred Shares prior to February 4, 1996 for conversion into shares of
Common Stock. Craig has agreed in the Craig Settlement Agreement to obtain the
same undertaking from any transferee of the Preferred Shares.
The Effective Date of the Craig Settlement Agreement will be the later to
occur of the date on which Craig notifies Dillon that its Board of Directors has
approved the same or the date on which the Issuer notifies Dillon that its Board
of Directors has approved the Issuer Settlement Agreement. The Craig Settlement
Agreement (and the Issuer Settlement Agreement) will terminate if the Effective
Date has not occurred on or before April 13, 1995. The Warrant will be granted
on the Effective Date of the Craig Settlement Agreement, and is subject to the
occurrence of the Effective Date on or before April 13, 1995 as described.
As described in Item 4 of this Amendment No. 15, the Warrant Agreement will be
subject to the approval of the respective Boards of Directors of the Issuer and
Craig and will be subject to termination if such approvals are not obtained on
or before April 13, 1995 or if the closing under the Issuer Settlement Agreement
fails to occur for any reason.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add the following:
Attached hereto as Exhibit A is a copy of the Settlement Agreement, dated
April 3, 1995, between Craig and Dillon.
5
<PAGE>
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CUSIP NO. 172862104 SCHEDULE 13D PAGE 6 OF 6 PAGES
- ----------------------- ---------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 7, 1995
Craig Corporation,
a Delaware corporation
By: /s/ Robin Skophammer
---------------------------
Robin Skophammer
Chief Financial Officer
6
<PAGE>
EXHIBIT A
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
<PAGE>
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
2
<PAGE>
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.
3
<PAGE>
(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 Parties: 21 East State Street, Suite 1410
Columbus, Ohio 43215-4228
Telecopy: (614) 222-4224
Attention: Roderick H. Dillon, Jr.
4
<PAGE>
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
contemporaneous 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
5
<PAGE>
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: /s/ S. Craig Tompkins By: /s/ Roderick H. Dillon, Jr.
______________________________ ________________________________
Title: President Title: General Partner
RODERICK H. DILLON, JR. FOUNDATION,
AN OHIO TRUST
By: /s/ Roderick H. Dillon, Jr.
________________________________
Title: Trustee
_____________________________
RODERICK H. DILLON, JR.-IRA
By: /s/ Roderick H. Dillon, Jr.
---------------------------------
Roderick H. Dillon, Jr.
/s/ Roderick H. Dillon, Jr.
---------------------------------
Roderick H. Dillon, Jr.
6
