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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 1994
CITADEL HOLDING CORPORATION
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(Exact name of the registrant as specified in charter)
Delaware 1-8625 95-3885184
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
600 North Brand Boulevard, Glendale, CA 91203-1241
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 956-7100
Not Applicable
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
1. Press Release of Citadel Holding Corporation, dated October 20,
1994
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 20, 1994 CITADEL HOLDING CORPORATION, a Delaware corporation
By: /s/ STEVE WESSON
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Steve Wesson
President and
Chief Executive Officer
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EXHIBIT 1
PRESS RELEASE
CITADEL HOLDING CORPORATION
Glendale, California.......Steve Wesson, the President and Chief Executive
Officer of Citadel Holding Corporation ("Citadel"), announced today that Citadel
has reached agreement with Fidelity Federal Bank, FSB ("Fidelity") as to the
number of shares of Class B Common Stock to be retained by Citadel incident to
the recently completed restructuring and recapitalization of Fidelity. Citadel
will retain 4,202,243 shares of Class B Common Stock representing approximately
16.18 percent of the outstanding shares of Fidelity, Citadel continues to be the
largest single holder of Fidelity stock and a registered savings and loan
holding company, subject to examination and regulation by the Office of Thrift
Supervision.
In other developments, as part of Fidelity's restructuring, Citadel had
agreed to reimburse Fidelity with respect to certain environmental and
structural representations made in bulk asset sales by Fidelity up to a limit of
$4 million. Citadel has been advised by Fidelity that claims in the amount of
approximately $3.9 milion have been asserted, to date, against Fidelity with
respect to those representations and warranties. Citadel is further advised
that these claims are currently being examined by Fidelity, and that no final
determination has been made as to the extent, if any, of Fidelity's ultimate
liability with respect to these claims.
Citadel has settled its previously disclosed claim against its directors
and officers insurance carrier for a cash payment of $2.5 million.
American Express, which occupies approximately 100,098 square feet,
representing approximately 58 percent of the net rentable area in the Company's
office property in Phoenix, Arizona, has announced that it intends to close down
the operations currently housed in that structure at or about the end of the
lease term in February 1997.
Citadel has determined to exercise its option to acquire and lease back to
Fidelity the office properties located at 600 North Brand Blvd. in Glendale and
14445 Ventura Blvd. in Sherman Oaks, and is currently exploring various
possible sources of financing for these acquisitions. The aggregate exercise
price for the two buildings is approximately $9.75 million. In addition, it is
estimated that the parking structure associated with the Brand Blvd. property,
which was damaged in the Northridge Earthquake, will require repairs which may
cost as much as $1 million.
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Citadel has scheduled its stockholders meeting for December 12, 1994 in
Los Angeles, California, and established a record date of November 4, 1994 for
that meeting.
A copy of this press release is being filed with the Securities and
Exchange Commission as a report of Form 8-K. While it is not the Company's
practice to issue press releases with respect to operational aspects of its
real estate assets or pending real estate transaction, the Company believes that
an exception is appropriate in this case in order to provide stockholders with a
balanced picture of the Company's current asset composition in light of recent
developments such as the finalization of the size of Citadel's ongoing interest
in Fidelity and the recent settlement of Citadel's claims against its directors
and officers liability insurance carrier.
Citadel shares are listed on the American Stock Exchange under the symbol
CDL.
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