UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Citadel Holding Corporation
____________________________________________________
(Name of Issuer)
Common Stock, No Par Value
____________________________________________________
(Title of Class of Securities)
172862104
____________________________________________________
(CUSIP Number)
Randall J. Demyan,
Dillon Capital Management,
21 East State Street, Suite 1410
Columbus, Ohio 43215
(614) 222-4204
____________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 1994
____________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13D-1(b)(3) or (4), check
the following box.
_______
_______
Check the following box if a fee is being paid with the statement .
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 12 Pages
SCHEDULE 13D
CUSIP NO. 172862104 Page 2 of 12 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Dillon Investors, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
a. __X__ b.
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
_______
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 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):
9.70%
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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 172862104 Page 3 of 12 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Roderick H. Dillon, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
a. __X__ b.
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
_______
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 5,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 5,000
10. SHARED DISPOSITIVE POWER:None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
_______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.075%
14. TYPE OF REPORTING PERSON*:
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 172862104 Page 4 of 12 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Roderick H. Dillon, Jr. - IRA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
a. __X__ b.
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
_______
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 172862104 Page 5 of 12 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Roderick H. Dillon, Jr. Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
a. __X__ b.
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
_______
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 2,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 2,000
10. SHARED DISPOSITIVE POWER:None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
_______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.030%
14. TYPE OF REPORTING PERSON*:
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 172862104 Page 6 of 12 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Bradley C. Shoup
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
a. __X__ b.
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
_______
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 2,000
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 2,000
10. SHARED DISPOSITIVE POWER:None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*:
_______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.030%
14. TYPE OF REPORTING PERSON*:
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Supplement to Amendment No. 3 to Schedule 13D
Issuer - Citadel Holding Corporation
Reporting Persons - Dillon Investors, L.P., Roderick H. Dillon, Jr.,
Roderick H. Dillon, Jr. - IRA, Roderick H. Dillon, Jr. Foundation
and Bradley C. Shoup.
Item 1. Security and Issuer
This Amendment No. 3 to the Schedule 13D filed by the reporting
persons Dillon Investors, L.P. ("DI"), Roderick H. Dillon, Jr. ("RHD"),
Roderick H. Dillon, Jr.-IRA ("RHD-IRA") and Roderick H. Dillon, Jr. Foundation
("RHD-Foundation")(collectively, the "Dillon Entities"), on March 18, 1994,
with the Securities and Exchange Commission (the "SEC") relates to the common
stock, no par value ("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. This
Amendment No. 3 amends certain information set forth in the Schedule 13D,
as amended by Amendment No. 1 filed on September 9, 1994 ("Amendment No. 1")
and Amendment No. 2 filed on October 17, 1994 ("Amendment No. 2").
Item 2. Identity and Background
The persons filing this Amendment No. 3 (the "Reporting Persons")
are DI, RHD, RHD-IRA, RHD-Foundation and Bradley C. Shoup ("Shoup").
DI is a Delaware limited partnership. Its principal business is
that of a private investment partnership engaging in the purchase and sale of
securities for its own account and its address is Suite 1410, 21 East State
Street, Columbus, Ohio 43215-4228. The sole general partner of DI is
Roderick H. Dillon, Jr.
RHD is an individual investor and is employed as chief investment
officer with Dillon Capital Management Limited Partnership, an investment
advisory and management firm. His business address is Suite 1410, 21 East State
Street, Columbus, Ohio 43215-4228. Roderick H. Dillon, Jr. is the sole
beneficiary of RHD-IRA. Roderick H. Dillon, Jr. is the sole trustee of
RHD-Foundation. The principal business of RHD-Foundation is that of a
charitable foundation, and RHD-Foundation is located at Suite 1410, 21 East
State Street, Columbus, Ohio 43215-4228.
Shoup is a partner in Batchelder & Partners, Inc., a financial
advisory firm. His business address is 4180 LaJolla Village Drive, Suite 560,
LaJolla, California 92037.
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and none was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violations with respect to
such laws.
RHD and Shoup are citizens of the United States.
Item 4. Purpose of Transaction
As noted in Amendments No. 1 and No. 2, since their respective
purchases of shares of Common Stock of the Issuer reported in the Schedule 13D,
each of the Dillon Entities has continued to review and evaluate the Issuer's
business and prospects and to follow the price of the Issuer's shares as
reported on the various stock exchanges on which such shares are traded; and
has considered seeking a greater voice in the affairs of the Issuer.
On October 20, 1994, the Board of Directors of the Issuer issued a
press release in order to announce that the 1994 annual meeting of stockholders
of the Issuer (the "1994 Annual Meeting") had been called to be held on
December 12, 1994 and that the record date for the determination of stockholders
of the Issuer entitled to receive notice of, and vote at, the 1994 Annual
Meeting had been set as November 4, 1994. In that press release, the Issuer
also provided certain information concerning its current business operations.
As of the date of this Amendment No. 3, representatives of the Issuer have
not responded publicly to the questions posed in the October 13, 1994 letter
(the "Letter") forwarded by DI to the Board of Directors of the Issuer, which
Letter was included as Exhibit 1 to Amendment No. 2, concerning the action
required to be taken in order to effect a pro rata distribution to the
stockholders of the Issuer of the non-voting Class B shares (the "Fidelity
Class B Shares") of Fidelity Federal Bank, FSB, a federal savings bank
("Fidelity"), currently held by the Issuer; whether a dissolution of the
Issuer and liquidation of its assets would be the best strategy to maximize
the value to the stockholders of the Issuer of their shares now that the
recapitalization and restructuring transaction involving the Issuer and
Fidelity (the "Restructuring") has been completed; and why, in light of
the Restructuring, the Issuer is still registered with the OTS as a savings
and loan holding company.
In order to protect their respective investments in the Issuer, the
Dillon Entities have determined to solicit proxies from the stockholders of the
Issuer for election at the 1994 Annual Meeting of a slate of directors in
opposition to that expected to be nominated by the Board of Directors of the
Issuer. The Dillon slate will consist of RHD, Shoup, Timothy M. Kelley
("Kelley"), Ralph V. Whitworth ("Whitworth") and Jordan M. Spiegel ("Spiegel").
Kelley is Secretary, Treasurer and General Counsel of Donald W. Kelley &
Associates, Inc., a real estate consulting and development firm. His
business address is 250 E. Broad Street, 11th Floor, Columbus, Ohio 43215.
Whitworth is President of Whitworth & Associates, a corporate consulting firm.
His business address is 801 Pennsylvania Avenue, NW, Suite 747, Washington,
D.C. 20004. Spiegel is Executive Vice President of A. B. Laffer, V.A. Canto
& Associates, an economic consulting firm. His business address is Regents
Square One, 4275 Executive Square, Suite 330, LaJolla, California 92037.
Any shares of the Issuer held by the Reporting Persons would be voted in
favor of each nominee comprising the Dillon slate.
If elected, it is the intention of the Dillon slate of nominees to
propose, subject to their fiduciary duties, that the Issuer (i) effect a pro
rata distribution (the "Distribution") to the Issuer's stockholders of the
Fidelity Class B Shares held by the Issuer and (ii) thereafter promptly
dissolve and liquidate the remaining assets of the Issuer at the best price
available (the "Dissolution and Liquidation").
Because the Issuer is registered with the Office of Thrift
Supervision (the "OTS"), the Dillon Entities are filing with the OTS
concurrently with the filing of this Amendment No. 3, a request for
interpretive advice and advice with respect to the enforcement of the OTS'
regulations governing acquisitions of savings associations and savings and
loan holding companies set forth in Part 574 of Title 12 of the Code of
Federal Regulations (the "OTS Control Regulations"). The Dillon Entities
are requesting a determination by the OTS that the OTS will refrain from
initiating or recommending enforcement action against the Dillon Entities
if the Dillon Entities acquire proxies or otherwise obtain votes from
stockholders of the Issuer enabling the Dillon Entities to elect the Dillon
slate of nominees without first filing a change of control notice or rebuttal
of control submission pursuant to the OTS Control Regulations. If the OTS
does not provide the determination sought by the Dillon Entities, the Dillon
Entities may elect to (i) not proceed with the proxy solicitation, (ii) file
with the OTS a change of control notice or rebuttal of control submission,
or (iii) proceed with the proxy solicitation without submitting a change of
control notice or rebuttal of control submission on the basis that the Issuer
no longer has conclusive or rebuttable control of Fidelity, notwithstanding
the Issuer's savings and loan holding company registration status.
The Dillon Entities will file shortly with the SEC proxy solicitation
materials in accordance with Regulation 14A promulgated under the Securities
Exchange Act of 1934 with respect to the proposed Dillon slate of nominees for
election as directors of the Issuer at the 1994 Annual Meeting.
Item 5. Interest in Securities of the Issuer
(a)(b) As of the date of this Amendment No. 3, DI, RHD,
RHD-IRA, RHD-Foundation and Shoup owned beneficially 647,000, 5,000, 5,000,
2,000 and 2,000 shares of the Issuer's Common Stock, respectively. The number
of shares of Common Stock of the Issuer outstanding as of August 12, 1994, as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1994, was 6,595,624. On October 24, 1994, the Issuer publicly
announced the issuance of an additional 74,300 shares of Common Stock. Based
on the aggregate of these numbers (6,669,924 shares), as of the date of this
Amendment No. 3, DI, RHD, RHD-IRA, RHD-Foundation and Shoup owned beneficially
approximately 9.70%, .075%, .075%, .030% and .030% of the Issuer's Common Stock,
respectively. Each of DI, RHD, RHD-IRA, RHD-Foundation and Shoup exercises
sole voting and investment power with respect to the shares of the Issuer
beneficially owned by such person.
(c) None of the Reporting Persons has engaged in any
transactions with respect to the shares of Common Stock of the Issuer within
the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See Item 4 above.
Item 7. Material to Be Filed as Exhibits
Exhibit A - Joint Filing Agreement, dated November 3, 1994, among
the Reporting Persons.
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: November 3, 1994 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
By: /s/ Bradley C. Shoup
Bradley C. Shoup
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, the persons named below hereby agree to the
joint filing on behalf of each of them of a statement on
Schedule 13D (including any amendments thereto) with respect to the
shares of Common Stock of Citadel Holding Corporation beneficially
owned by each of them and further agree that this Joint Filing
Agreement be included as an exhibit to such joint filings.
IN WITNESS WHEREOF, the undersigned hereby execute this
Joint Filing Agreement as of the 3rd day of November, 1994.
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
By: /s/ Bradley C. Shoup
Bradley C. Shoup
