<PAGE>
THIS IS AN ELECTRONIC CONFIRMING COPY OF A DOCUMENT
FILED ON PAPER ON OCTOBER 28, 1994
SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [x]
-
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
-
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Citadel Holding Corporation
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Citadel Holding Corporation
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
- 6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
CITADEL HOLDING CORPORATION
November ___, 1994
Dear Stockholder:
You are cordially invited to attend the 1994 Annual Meeting of
Stockholders (the "Annual Meeting") of Citadel Holding Corporation ("Citadel"),
scheduled to be held on December 12, 1994, at the Four Seasons Hotel, 300 S.
Doheny Drive, Beverly Hills, California at 10:00 a.m. local time. At the Annual
Meeting, you will be asked to elect five directors to the Board of Directors of
Citadel (the "Board of Directors") to serve until the 1995 annual meeting of
stockholders to act upon the proposal to amend Citadel's Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
10,000,000 to 20,000,000 shares (the "Charter Amendment"), and to transact such
other business as may properly come before the Annual Meeting.
Your Board of Directors has approved the nominees for election and the
Charter Amendment as set forth in the accompanying Proxy Statement as being in
the best interests of the corporation and recommends that you vote FOR the
persons it has nominated for election to the Board of Directors and the Charter
Amendment.
Your vote is very important, regardless of the number of shares you own.
Whether or not you plan to attend the Annual Meeting in person, we urge you to
sign, date and return the enclosed proxy card promptly in the accompanying
postage prepaid envelope. You may, of course, attend the Annual Meeting and vote
in person even if you have previously returned your proxy card.
Sincerely yours,
James J. Cotter
Chairman of the Board
IMPORTANT: If your Citadel shares are held in the name of a brokerage
firm or nominee, only they can execute a proxy on your behalf. To ensure that
your shares are voted, we urge you to telephone the individual responsible for
your account today and direct him or her to execute a proxy on your behalf.
PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD TODAY.
<PAGE>
CITADEL HOLDING CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 12, 1994
To the Stockholders:
The 1994 Annual Meeting of Stockholders (the "Annual Meeting") of
Citadel Holding Corporation, a Delaware corporation ("Citadel"), will be held at
the Four Seasons Hotel, 300 South Doheny Drive, Beverly Hills, California on
December 12, 1994, at 10:00 a.m. local time, subject to adjournment or
postponement by the Board of Directors, for the following purposes:
1. To elect five persons to the Board of Directors to serve until the
1995 annual meeting of stockholders and until their successors are duly elected
and qualified;
2. To act upon the proposal to amend Citadel's Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
10,000,000 shares to 20,000,000 shares (the "Charter Amendment"); and
3. To transact such other business as may properly come before the
Annual Meeting or any or all adjournments or postponements thereof.
Only holders of record of the common stock, par value $.01 per share, of
Citadel on November 4, 1994 will be entitled to notice of, and to vote at, the
Annual Meeting and any adjournment or postponement thereof.
Prior to the voting thereof, a proxy may be revoked by the person
executing such proxy by (i) filing with the Corporate Secretary of Citadel,
prior to the commencement of the Annual Meeting, either a written notice of
revocation or a duly executed proxy bearing a later date or (ii) by voting in
person at the Annual Meeting.
By order of the Board of Directors,
S. CRAIG TOMPKINS
Corporate Secretary
Glendale, California
November __, 1994
YOUR VOTE IS IMPORTANT.
TO VOTE YOUR SHARES, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT
PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
<PAGE>
CITADEL HOLDING CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
______________, 1994
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board" or the "Board of Directors") of Citadel
Holding Corporation, a Delaware corporation ("Citadel" and, collectively with
its subsidiaries, the "Company"), of proxies for use at the 1994 Annual Meeting
of Stockholders of Citadel (the "Annual Meeting") scheduled to be held at the
time and place for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. Shares represented by properly executed proxies
received by Citadel will be voted at the Annual Meeting in the manner specified
therein or, if no instructions are marked on the enclosed proxy card, FOR each
of the nominees for director as identified on such card and for the Charter
Amendment. Although management does not know of any other matter to be acted
upon at the Annual Meeting, shares represented by valid proxies will be voted by
the persons named on the accompanying proxy card in accordance with their
respective best judgments with respect to any other matters that may properly
come before the Annual Meeting.
Execution of a proxy will not in any way affect a stockholder's right to
attend the Annual Meeting and vote in person, and any person giving a proxy has
the right to revoke it at any time before it is exercised by (i) filing with the
Corporate Secretary of Citadel, prior to the commencement of the Annual Meeting,
a duly executed instrument dated subsequent to such proxy revoking the same or a
duly executed proxy bearing a later date or (ii) attending the Annual Meeting
and voting in person.
The mailing address of the principal executive offices of Citadel is
P.O. Box 1631,Glendale, California 91209-1631, and its telephone number is (818)
551-7450. The approximate date on which this Proxy Statement and the enclosed
proxy card are first being sent to stockholders is November 11, 1994.
Citadel is a registered Savings and Loan Holding Company. Solicitation
of Proxies may, under certain circumstances, be subject to compliance with the
change of control laws and regulations promulgated by the Office of Thrift
Supervision.
RECORD DATE AND VOTING
Only stockholders of record on November 4, 1994 (the "Record Date"),
will be entitled to notice of and to vote at the Annual Meeting. There were
outstanding on the Record Date 6,669,924 shares of the Citadel common stock, par
value $.01 per share ("Citadel Common Stock"). Each share of Citadel Voting
Stock is entitled to one vote on each matter to be voted on at the Annual
Meeting.
Directors will be elected by a plurality of the votes of the shares of
Citadel Voting Stock present in person or represented by proxy and entitled to
vote on the election of directors. Abstentions will be treated as the equivalent
of a negative vote for the purpose of determining whether a director has been
elected. The American Stock Exchange rules do not require member brokers to
receive specific instructions from the beneficial owners of shares in order to
vote on the election of directors or the Charter Amendment so long as the proxy
materials were distributed to the beneficial owners in accordance with the
rules.
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RESTRUCTURING AND RECAPITALIZATION TRANSACTION
On August 4, 1994, Citadel completed a restructuring and
recapitalization transaction (the "Restructuring and Recapitalization
Transaction"), as a result of which its interest in Fidelity Federal Bank, FSB
("Fidelity") was reduced from 100% to approximately 16.2% and Fidelity was
recapitalized with approximately $109 million in new capital. Incident to the
Restructuring and Recapitalization Transaction, Citadel's board of directors was
reduced from eight to five directors, with Messrs. Richard M. Greenwood, Donald
R. Boulanger, Mel Goldsmith and Zelbie Trogden resigning. Mr. Wesson, the new
President and Chief Executive Officer of Citadel, was elected to the Board to
fill one vacancy, and Mr. S. Craig Tompkins was elected Vice Chairman. Messrs.
Greenwood and Goldsmith continue as directors of Fidelity.
Also incident to the Restructuring and Recapitalization Transaction, all
officers of Citadel other than Ms. Heidi Wulfe (Senior Vice President,
Controller and Chief Accounting Officer) resigned and were replaced by Mr.
Wesson. Ms. Wulfe continued as an officer of Citadel only through the completion
of the Company's report on form 10Q for the quarter ended June 30, 1994 (the
"June 10Q"), and upon the filing of the June 10Q, Ms. Wulfe resigned to continue
her position as the Senior Vice President, Controller and Chief Accounting
Officer of Fidelity. To the extent that contracts existed between these
individuals and Citadel, such contracts were terminated as of the effectiveness
of the Restructuring and Recapitalization Transaction, and Citadel has no
further obligations thereunder.
Since all of the Company's health, medical, bonus and retirement plans
were maintained by Fidelity and not by Citadel, the obligations of Citadel under
such plans also terminated effective as of the effectiveness of the
Restructuring and Recapitalization Transaction. Accordingly, as of the date of
this Proxy Statement, Citadel has no health, medical, bonus or retirement plans.
(It is anticipated, however, that Citadel will provide health and medical
insurance benefits to its employees, and that it will reimburse employees for
the cost of their COBRA premiums pending determination of the manner in which to
structure such an insurance program for Citadel.)
While this Proxy Statement includes information pertaining to the
compensation of executive officers and directors for the year ended December 31,
1993 as required by federal proxy disclosure regulations, this material is of
limited materiality, since the executive and board structure of Citadel and the
compensation paid to executive officers and directors has been significantly
reduced since the Restructuring and Recapitalization Transaction. By way of
example, Directors currently receive an annual retainer of $10,000 with no extra
compensation for attendance at monthly board meetings. Prior to the
Restructuring and Recapitalization Transaction, directors were paid a base
retainer of $23,000 plus $1,000 for attendance at board meetings.
Directors will receive a fee of $1,000 for attendance at special board
meetings, $850 for attendance at committee meetings, and $350 for telephonic
meetings. The compensation payable to the Chairman of the Board has been reduced
from $100,000 to $45,000. Another director will serve as the Secretary/Treasurer
and Principal Accounting Officer of the Company, for which he will be paid an
annual fee of $25,000.
The Restructuring and Recapitalization Transaction is described in
detail in the June 10Q and a report on Form 8K filed October 21, 1994 (the
"October 8K"), copies of which accompany these materials. Reference is made to
the June 10Q and the October 8K for a more detailed description of the
Restructuring and Recapitalization Transaction and all descriptions of the
Restructuring and Recapitalization Transaction are qualified by reference to
such more detailed information.
SOLICITATION
The cost of preparing, assembling and mailing the Notice of Annual
Meeting of Stockholders, this Proxy Statement and the enclosed proxy card will
be paid by Citadel. Following the mailing of this Proxy Statement, directors,
officers and regular employees of the Company may solicit proxies by mail,
telephone, telegraph or personal interview. Such persons will receive no
additional compensation for such services. Brokerage houses and other nominees,
fiduciaries and custodians nominally holding shares of Citadel Common Stock of
record will be requested to forward proxy soliciting material to the beneficial
owners of such shares, and will be reimbursed by
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the Company for their reasonable charges and expenses in connection therewith.
In addition, the Company has retained D. F. King & Co., Inc. ("D. F. King") to
assist in the solicitation of proxies. D. F. King may solicit proxies by mail,
telephone, telegraph and personal solicitation, and will request brokerage
houses and other nominees, fiduciaries and custodians nominally holding shares
of Citadel Common Stock of record to forward proxy soliciting material to the
beneficial owners of such shares. For these services, the Company will pay D. F.
King a fee estimated not to exceed $3,000, plus reimbursement for reasonable
out-of-pocket expenses.
ELECTION OF DIRECTORS
At the Annual Meeting, stockholders of Citadel will be asked to vote on
the election of five directors. The five nominees receiving the highest number
of votes at the Annual Meeting will be elected directors of Citadel. To fill
these five board positions, the enclosed proxy, unless indicated to the
contrary, will be voted FOR the nominees listed below and on the enclosed proxy
card. All directors elected at the Annual Meeting will be elected to one-year
terms and will serve until the 1995 annual meeting of stockholders and until
their successors have been duly elected and qualified.
Set forth below are the names of the persons nominated by the Board of
Directors for election as directors at the Annual Meeting. Your proxy, unless
otherwise indicated, will be voted FOR Messrs. Cotter, Wesson, Geiger, Tompkins
and Villasenor. For a description of each nominee's principal occupation and
business experience during the last 5 years and present directorships, please
see "Management-Directors," below.
<TABLE>
<CAPTION>
FIRST BECAME
NAME CURRENT OCCUPATION DIRECTOR
- ---- ------------------ ------------
<S> <C> <C>
James J. Cotter Chairman of the Board of Citadel, 1986
Chairman of the Board of Craig
Corporation, and Chairman of the
Board of Reading Company.
Steve Wesson President and Chief Executive 1994
Officer of Citadel
S. Craig Tompkins Secretary/Treasurer and Principal 1993
Accounting Officer of Citadel, Vice
Chairman of the Board of Citadel,
President and Director of Craig
Corporation, President and Director
of Reading Company, and Director of
G&L Realty Corp.
Peter W. Geiger Financial and marketing consultant, 1990
and retired Vice President and
Senior Account Officer of Bank of
America
Alfred Villasenor, Jr. President of Unisure Insurance 1987
Services, Inc., and Director of
Gateway Investment, Inc., a wholly
owned subsidiary of Fidelity.
</TABLE>
Citadel has been advised by each nominee named in this Proxy Statement
that he is willing to be named as such herein and is willing to serve as a
director if elected. However, if any of the nominees should be unable to serve
as a director, the enclosed proxy will be voted in favor of the remainder of
those nominees not opposed by the stockholder on such proxy and may be voted for
a substitute nominee selected by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES
LISTED ABOVE.
AUTHORIZATION OF ADDITIONAL SHARES OF COMMON STOCK
The Board of Directors has approved, and recommends that Citadel's
stockholder adopt, the proposal to amend Citadel's Certificate of Incorporation
(the "Certificate") to authorize an additional 10,000,000 shares of Common
Stock. The Certificate currently authorizes 10,000,000 shares of Common Stock,
of which 6,669,924 were outstanding on the date hereof.
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It is currently impracticable to describe the type of transaction in
which the additional shares are to be issued. Citadel has yet to determine the
type of issuance it will utilize. The purpose of the proposal for authorization
of the additional shares is to ensure Citadel will have flexibility in acquiring
working capital in the future. At present market price, it is unlikely that more
than $_______________ could be raised from the sale of such authorized but
unissued shares.
No further action by Citadel's stockholders is required for issuance of
the additional shares of Common Stock except to the extent required by the rules
of the American Stock Exchange.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS
The following table sets forth certain information, except where
otherwise indicated, as of October __, 1994 with respect to the directors of
Citadel. All Citadel directors serve approximately one-year terms and are
elected at each annual stockholders' meeting.
<TABLE>
<CAPTION>
NAME OF DIRECTOR AGE POSITION HELD WITH CITADEL
- ---------------- ---
<S> <C> <C>
James J. Cotter 55 Director, Chairman of the Board
Steve Wesson 36 Director, President and
Chief Executive Officer,
Peter W. Geiger 66 Director
S. Craig Tompkins 43 Director, Vice Chairman, Secretary/Treasurer
and Principal Accounting Officer
Alfred Villasenor, Jr. 63 Director
</TABLE>
Set forth below is certain information concerning the principal
occupation and business experience of each of the individuals named above during
the past five years.
Mr. Cotter was first elected to the Board in 1986, and resigned in 1988.
He was re-elected to the Board in June 1991, named Acting Chairman of the Board
of Directors of Citadel and Fidelity in October 1991, and named Chairman of the
Board of Citadel on June 5, 1992. Mr. Cotter has been Chairman of the Board of
Craig Corporation ("Craig") (retail grocery and real estate management) since
1988 and a director of that company since 1985. He is also the Executive Vice
President and a director of The Decurion Corporation (motion picture
exhibition). Mr. Cotter began his association with The Decurion Corporation in
1969. Mr. Cotter has been the Chief Executive Officer and a director of
Townhouse Cinemas Corporation since 1987. Mr. Cotter is the General Partner of
James J. Cotter, Ltd., a limited partner in Hecco Ventures I, a California
Limited Partnership and a general partner in Hecco Ventures II, a California
General Partnership (Hecco I and Hecco II are involved in investment
activities), and has been a director of Stater Bros., Inc. (retail grocery)
since 1987. Mr. Cotter has served as a director of Reading Company
(entertainment and real estate) since 1990 and as the Chairman of the Board of
that company since 1991. Craig owns approximately 47% of Reading Company and 50%
of Stater Bros., Inc. See "Principal Holders of Citadel Common Stock". Mr.
Cotter is also the owner and until October 1992 was the President and a director
of Cecelia Packing (citrus grower and packer).
Mr. Wesson was appointed as President and Chief Executive Officer of the
Company on August 5, 1994. Mr. Wesson was initially retained to develop a plan
for the disposition by Fidelity and the retention by Citadel of the
approximately $500 million in gross book value of the assets ultimately sold to
third parties in the Restructuring and Recapitalization Transaction. From 1989
until he joined the Company in 1993, Mr. Wesson served as CEO of Burton Property
Trust Inc., the U.S. real estate subsidiary of The Burton Group PLC. In this
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position he was responsible for the restructuring and eventual disposal of the
company's assets in the U.S. Mr. Wesson succeeds Richard M. Greenwood, who
resigned from his positions with Citadel and continues as the President and
Chief Executive Officer of Fidelity.
Mr. Geiger is presently a financial and marketing consultant. He retired
as Vice President and Senior Account Officer of Bank of America where he served
from 1959 to 1990. His responsibilities at Bank of America included the
development, structuring, analysis and negotiation of large corporate financings
for major media and entertainment companies.
Mr. Tompkins was a partner of Gibson Dunn &Crutcher until March 1993
when he resigned to become President of each of Craig and Reading Company. Mr.
Tompkins has served as a Director of each of Craig and Reading Company since
February 1993. Mr. Tompkins was elected to the Board of Directors of G&L Realty
Corp. in December of 1993, and as Vice Chairman of the Board of Citadel in July
of 1994. See "Related Party Transactions -- Attorneys' Fees.
Mr. Villasenor is the President and the owner of Unisure Insurance
Services, Incorporated, a corporation specializing in life, business life and
group health insurance for over 30 years. Mr. Villasenor served on the Board of
Directors of ELAR, a reinsurance company from 1990 to 1991. Mr. Villasenor has
served as a director of Gateway Investments, Inc., since June 22, 1993.
TRANSACTIONS WITH STOCKHOLDERS
On October 21, 1994, Citadel, after approval by its Board of Directors,
issued 74,300 shares of its Common Stock, $.01 par value per share, to Craig at
a purchase price per share equal to the lesser of the following:
(a) The average of the closing prices per share of Common Stock on
the American Stock Exchange (the "AMEX") for each of the three days in the
period October 17-19, 1994 as quoted in The Wall Street Journal; or
(b) The average of the closing prices per share of Common Stock on
the AMEX for each of the five days in the period October 24-28, 1994, as quoted
in The Wall Street Journal.
The transaction increased Craig's equity stake in Citadel to just above
10%. Because Citadel has remained a registered thrift holding company following
the restructuring and recapitalization of Fidelity Federal, acquisition of more
than 10% of Citadel's equity can require the approval of the Office of Thrift
Supervision ("OTS"). Craig advised Citadel that it previously received such OTS
approval, and that such approval would expire on October 23, 1994 unless Craig's
equity interest increased above 10% prior to its expiration. This transaction
preserves Craig as a potential source of future equity financing without new OTS
approval. S. Craig Tompkins is the President and a director of Craig and James
J. Cotter is the Chairman of the Board and a principal stockholder of Craig.
COMMITTEES OF THE BOARD OF DIRECTORS
Citadel has historically maintained standing Audit, Executive,
Nominating and Compensation and Stock Option Committees. Following the
Restructuring and Recapitalization Transaction, the Board of Directors
determined to reduce its standing committees to an Executive Committee
(comprised of Messrs. Cotter (Chairman), Wesson and Tompkins), Audit Committee
(comprised of Messrs. Geiger (Chairman) and Villasenor), and a Conflicts
Committee (comprised of Messrs. Villasenor (Chairman) and Geiger). The Conflicts
Committee will consider and make recommendations with respect to all matters as
to which one or more other directors may have conflicts of interest.
The Audit Committee held eight (8) meetings during 1993. The Audit
Committee's responsibilities are generally to assist the Board in fulfilling its
legal and fiduciary responsibilities relating to accounting, audit and reporting
policies and practices of Citadel, Fidelity and their subsidiaries. The Audit
Committee also, among other
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things, recommends to the Board the engagement of the Company's independent
accountants; monitors and reviews the quality and activities of the Company's
internal audit function and those of its independent accountants; and, monitors
the adequacy of the Company's operating and internal controls as reported by
management, the independent accountants and internal auditors.
The Executive Committee held three (3) meetings during 1993, Subject to
the authority conferred on Citadel's other committees, the Executive Committee
is empowered to exercise all authority in lieu of the Board that may be
exercised by a committee of the Board pursuant to Delaware law.
The Nominating Committee held one (1) meeting during 1993.
The Compensation and Stock Option Committee held six (6) meetings during
1993.
MEETINGS OF THE BOARD OF DIRECTORS
During 1993, there were thirteen (13) meetings of the Board of Directors
of Citadel. All directors attended at least 75% of the meetings of the Board of
Directors, and all members of the committees of the Board attended at least 75%
of the meetings of those committees, in each case, after the election of such
individual to the Board or to such Committee.
EXECUTIVE OFFICERS
The officers of Citadel currently include Steve Wesson and S. Craig
Tompkins. Following the Restructuring and Recapitalization Transaction, all
executive officers of Citadel except Ms. Wulfe, resigned. Those officers who
were identified as executive officers of Citadel due to their status as
executive officers of Fidelity either continued with Fidelity or resigned
following the effectiveness of the Restructuring and Recapitalization
Transaction. Ms. Wulfe continued to serve as a Senior Vice President and as the
Controller and Chief Accounting Officer of Citadel, until her resignation from
those positions following the filing of the June 10Q on or about August 22,
1994. Ms. Wulfe, a certified public accountant, joined Fidelity and Citadel in
1989 as Vice President and Controller. In 1991 she was named Senior Vice
President of Fidelity and Citadel. From 1987 to 1989, she was Vice-President and
Controller at Antelope Valley Saving and Loan Association. From 1977 to 1987,
she was employed as an Audit Manager by Grant Thornton, Accountants and
Management Consultants.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the shares of Citadel Common Stock owned
as of November ____, 1994 by all directors and officer as a group and by each
director. Except as noted, the indicated beneficial owner of the shares has sole
voting power and sole investment power.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL
OWNER AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
------------------ --------------------------------------------- ----------------
<S> <C> <C>
James J. Cotter (2) 667,012 10%
Steve Wesson (3) *
Peter W. Geiger --- ---
Alfred Villasenor, Jr. 900 *
S. Craig Tompkins --- ---
All directors and
executive officers as a 667,012 10%
Group (5 persons)
</TABLE>
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(1) All shares subject to stock options granted by the Company (25,550 shares)
are deemed to be outstanding for the purpose of determining the percentage
of each class held by such person.
(2) Mr. Cotter is the Chairman and a principal stockholder of Craig Corporation,
which holds 667,012 shares of Citadel Common Stock. Mr. Cotter disclaims
beneficial ownership of these shares.
(3) It is contemplated that Mr. Wesson will be granted stock options as a part
of his compensation arrangement with the Company. Although no final
determination has been made, it is estimated that options to purchase
approximately 35,000 shares will be granted. It is further anticipated that
such options will have an exercise price equal to the market price at the
time of grant, will have a 10 year term and will vest over a period of two
years.
* Represents less than one percent of the outstanding shares of Citadel Common
Stock.
EXECUTIVE COMPENSATION
Citadel incorporates by referenced the information set forth in
Amendment No. 1 to its Form 10K filed on or about March 30, 1994, a copy of
which is attached as Annex A to this Proxy Statement.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Administration, Philosophy
The compensation program is administered by the Compensation Committee
of the Board of Directors. The Committee is composed of two non-employee
directors. The CEO serves as an advisor to the Committee. Following review and
approval by the Compensation Committee, all issues pertaining to employment-
related contracts are submitted to the full Board of Directors for approval.
It is the philosophy of the Committee and the Company to provide Citadel
executives with total compensation (cash and non-cash) opportunities competitive
with the market to attract and retain the caliber of executive talent capable of
creating and leading a successful financial services company. The market used to
establish competitive averages is comprised of financial services institutions,
including commercial banks, savings banks and mortgage banks as applicable to
specific functional areas.
It is also the philosophy of the Committee and the Company to limit
fixed compensation costs (e.g., base salaries) to competitive averages and
leverage, in the form of incentives, "above average" costs specifically to
Company and/or individual performance. Competitive data is obtained through
published survey data and custom surveys conducted by the Company or a third
party. Information regarding this market includes the OTS Peer Group as defined
in the Performance Graph provided below.
Executive compensation plans currently in use include base salary,
annual incentive, limited use of stock options, and certain executive benefits
and perquisites. Other executive compensation programs used in the past and now
discontinued include a Supplemental Executive Retirement Plan ("SERP") and Split
Dollar Life Insurance. Of the named executive officers, only Mr. Evans
participates in the SERP, which was suspended as of February 28, 1994.
Due to the financial position of the Company in late 1993, only limited
bonuses and pay raises were awarded.
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1993 Performance
In 1993, an analysis of the competitive market and [Company performance]
was conducted. This analysis showed base salaries of executive officers to be
competitive with market averages. The average relationship of officer base
salaries to salary range midpoints (i.e., market) was 102% of midpoint as of
December 31, 1993.
At the beginning of the year, the Committee reviewed proposals from its
advisors (the CEO and SVP, Human Resources) for a 1993 Management Incentive
Plan. The proposed plan linked an annual incentive with a long-term incentive
component. After much discussion, the Committee was unable to agree on the
appropriate measures and performance levels and the proposed Plan was not
approved.
The Committee did, however, recommend for Board approval discretionary
bonuses to certain executives in recognition of outstanding individual
performance during 1993. Of the four named executive officers, Mr. Shih received
a bonus of $25,000 for exceptional performance in fulfilling his duties as
Treasurer and Acting Chief Financial Officer.
CEO Pay
The salary and other compensation paid to Mr. Greenwood in 1993 was provided for
in the employment contract the Company and Mr. Greenwood entered into upon the
commencement of Mr. Greenwood's employment in June 1992. The contract was the
result of arms-length negotiations. Pursuant to the agreement, Mr. Greenwood
received i) a salary increase of 5.5%, resulting in his 1993 annual salary of
$385,000; ii) a $50,000 bonus upon completion of one year's service; and iii) a
stock option grant of 20,000 shares at a grant price equal to 100% of fair
market value.
Committee Members:
James J. Cotter Ralph B. Perry, III
Mel Goldsmith Alfred Villasenor, Jr.
The report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed incorporated
by reference by any general statement incorporating by reference this proxy
statement into any filing under the Exchange Act , except to the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Act.
The graph below comprises cumulative total return of Citadel, The S & P
Index and the Adjusted OTS Peer Group A (Bay View Capital, Coast Savings, Downey
Savings, First Federal Financial, San Francisco Federal Corporation and Union
Federal Financial Corporation). Peer group returns have been weighted by market
capitalization of the individual peers.
8
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG CITADEL, S&P 500 INDEX AND ADJUSTED OTS PEER GROUP A*
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
CITADEL
Measurement Period HOLDING S&P ADJUSTED OTS
(Fiscal Year Covered) CORPORATION 500 INDEX PEER GROUP A
- --------------------- --------------- --------- ------------
<S> <C> <C> <C>
Measurement Pt-12/31/1988 $100 $100 $100
FYE 12/31/1989 $127 $127 $125
FYE 12/31/1990 $ 58 $119 $ 73
FYE 12/31/1991 $ 54 $150 $107
FYE 12/31/1992 $ 58 $157 $121
FYE 12/31/1993 $ 34 $168 $145
</TABLE>
* Assumes $100 invested on December 31, 1988 in Citadel stock, S&P 500 Index
and the Adjusted OTS Peer Group A.
COMPENSATION OF DIRECTORS
Following the Restructuring and Recapitalization Transaction, Citadel
has adopted a revised board fee schedule to provide as follows: Non-employee
Directors will be paid an annual retainer of $10,000. Directors receive no
additional compensation for serving as committee chairmen. Directors will
receive no extra compensation for attending regularly scheduled monthly
meetings, but will receive $1,000 for attendance at any special board meetings
and $850 for attendance at any committee meetings. Directors will receive $350
for participation in any telephonic Board or committee meetings. Prior to the
Restructuring and Recapitalization Transaction, Citadel and Fidelity provided
fees to non-employee directors in the amount of a $23,000 annual retainer plus
$1,000 for each board meeting and $850 for each committee meeting attended in
person (or $300 in the case of telephonic meetings). In addition, Mr. Villasenor
was paid $750 quarterly for his attendance at the Fidelity CRA Committee
meetings. Committee chairmen who were not Company employees received an
additional $2,500 per year. The Chairman of the Board was paid, in lieu of any
other retainer and attendance fees, an annual retainer of $100,000. On a going
forward basis, this retainer has been reduced to $45,000 and continues to be in
lieu of any other retainers or attendance fees. The Secretary/Treasurer and
Principal Accounting Officer will be paid an annual retainer of $25,000 in
addition to his retainer as a director and meeting fees.
CONSULTING AGREEMENT WITH MR. BRALY
On August 3, 1992, the Board of Directors caused the Company to engage
Mr. Braly as a consultant to study asset valuations and the possibilities of
disposing of problem assets. Mr. Braly and the Company have entered into a
consulting agreement pursuant to which the Company has compensated Mr. Braly at
the rate of $4,000 per week. The agreement expired on March 31, 1993. The
Company paid Mr. Braly $97,000 for services rendered in 1992. On April 28, 1993,
Mr. Braly was elected Executive Vice President of Citadel.
9
<PAGE>
HOLDERS OF CITADEL VOTING STOCK
The following table sets forth, as of November 1994, (i) the name of
each person known to Citadel to be the beneficial owner of more than 5% of the
outstanding Citadel Voting Stock, (ii) the total number of shares of Citadel
Voting Stock beneficially owned by each person, and (iii) the percentage of all
Citadel Voting Stock outstanding held by each such person.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) CLASS (2)
- ---------------------------------------- ------------- ----------
<S> <C> <C>
Craig Corporation (3) 667,012 10%
116 North Robertson Boulevard
Los Angeles, California 90048
Dillon Investors, L.P., Roderick H. Dillon, Jr., Roderick H. Dillon, Jr. - IRA, 647,000 9.7%
Roderick H. Dillon, Jr. Foundation (4)
21 East State Street, Suite 1410
Columbus, Ohio 43215
</TABLE>
(1) Except as otherwise indicated, the persons listed as beneficial owners of
the shares have the sole voting and investment power with respect to such
shares.
(2) All shares subject to options granted by the Company (25,500 shares) are
deemed to be outstanding for the purpose of computing the percent of
outstanding Citadel Common Stock.
(3) Mr. Cotter is the Chairman of the Board and a principal stockholder of
Craig, but disclaims any beneficial ownership of the Citadel Voting Stock
held by Craig. S. Craig Tompkins is the President and a director of Craig.
(4) Based on Amendment No. 2 to Schedule 13D dated October 17, 1994.
THE COMPANY'S RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche have been the independent certified public accountants
for Fidelity since 1976 and for Citadel since 1983 and have been selected by
Citadel to continue to serve as the accountants for the Company for 1993.
Representatives of Deloitte & Touche will attend the Annual Meeting with an
opportunity to make a statement if they desire to do so and will be available to
respond to questions.
STOCKHOLDERS' PROPOSALS
Any stockholder of Citadel wishing to submit a proposal for inclusion in
the proxy statement relating to the Company's 1995 annual meeting of
stockholders must deliver such proposal to the Company at its principal office
on or before not less than 120 days in advance of the date of this Proxy. The
Board of Directors will review any proposals from eligible stockholders which it
receives by that date and will determine whether any such proposal will be
included in its 1995 proxy solicitation materials. An eligible stockholder is
one who is the record or beneficial owner of at least 1% or $1,000 in market
value of securities entitled to be voted at the 1994 annual meeting of
stockholders, who has held such securities for at least one year, and who shall
continue to own such securities through the date on which the meeting is held.
10
<PAGE>
OTHER MATTERS
At the time of preparation of this Proxy Statement, the Board of
Directors of the Company was not aware of any other matters to be brought before
the Annual Meeting. However, if any other matters are properly presented for
action, it is the intention of the persons named in the enclosed form of proxy
to vote, or refrain from voting, in accordance with their respective best
judgment on such matters.
FILING OF ANNUAL STATEMENTS
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the
rules promulgated thereunder, officer and directors of the Company and persons
who beneficially own more than 10% of a registered class of the Company's equity
securities are required to file with the Securities and Exchange Commission and
the American Stock Exchange and furnish to the Company reports of ownership and
changes in ownership of all classes of the Bank's equity securities.
Based solely on its review of the copies of such reports received by it
during or with respect to the year ended December 31, 1993, and/or written
representations from such reporting persons, the Company believes that all
reports required to be filed by such reporting persons during or with respect to
the year ended December 31, 1993 were timely filed.
11
<PAGE>
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE TO ANY STOCKHOLDER SOLICITED HEREBY (WITHOUT
CHARGE) A COPY OF ITS 1993 ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION UPON THE WRITTEN REQUEST OF ANY SUCH STOCKHOLDER.
REQUESTS SHOULD BE DIRECTED TO: CORPORATE SECRETARY, CITADEL HOLDING
CORPORATION, P.O. BOX 1631, GLENDALE, CALIFORNIA 91209-1631.
By order of the Board of Directors,
S. Craig Tompkins
Corporate Secretary
Glendale, California
October ---,1994
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can vote your shares. Accordingly, please contact the
person responsible for your account and give instructions for your shares to be
voted.
If you have any questions, or have any difficulty voting your shares,
please contact D. F. King & Co., Inc. by calling 1-800-669-5550.
12
<PAGE>
ANNEX A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________to __________
COMMISSION FILE NUMBER 1-8625
-----------------------
CITADEL HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3885184
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
600 NORTH BRAND BOULEVARD 91203
GLENDALE, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 956-7100
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------ ---------------
COMMON STOCK, $.01 PAR VALUE PER SHARE AMERICAN STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant, as of March 15, 1994 was $20,034,000.
The number of shares of common stock, par value $.01 per share, of Registrant
outstanding as of March 15, 1994 was 6,595,624 shares.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CITADEL HOLDING CORPORATION
ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED DECEMBER 31, 1993
PART III
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Item 10. Directors and Executive Officers of the Registrant............... II-2
Item 11. Executive Compensation............................................ II-5
Item 12. Security Ownership of Certain Beneficial Owners and Management.... II-9
Item 13. Certain Relationships and Related Transactions.................... II-11
</TABLE>
II-1
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The following table sets forth certain information, except where otherwise
indicated, as of December 31, 1993 with respect to the directors of Citadel and
Fidelity. All Citadel directors serve approximately one-year terms and are
elected at each annual stockholders' meeting. Fidelity continues to have a
classified board, approximately one-third of the members of which are elected
each year to serve three-year terms.
<TABLE>
<CAPTION>
TERM AS
FIDELITY FIRST
DIRECTOR BECAME POSITION HELD WITH
NAME OF DIRECTOR AGE EXPIRES DIRECTOR CITADEL AND FIDELITY
- ---------------- --- -------- -------- --------------------
<S> <C> <C> <C> <C>
James J. Cotter......... 56 1995 1986 Director and Chairman of
Citadel
Richard M. Greenwood.... 46 1995 1992 Director, President and Chief
Executive Officer of Citadel
and Fidelity, Chairman of
Fidelity
Donald R. Boulanger..... 49 1996 1991 Director of Citadel and
Fidelity
Peter W. Geiger......... 67 1994 1990 Director of Citadel and
Fidelity
Mel Goldsmith........... 66 1994 1992 Director of Citadel and
Fidelity
Ralph B. Perry III...... 58 1995 1985 Director of Fidelity only
S. Craig Tompkins....... 43 N/A 1993 Director of Citadel only
Zelbie Trogden.......... 57 1996 1993 Director of Citadel and
Fidelity
Alfred Villasenor, Jr. . 64 1994 1987 Director of Citadel and
Fidelity
</TABLE>
Set forth below is certain information concerning the principal occupation and
business experience of each of the individuals named during the past five
years.
Mr. Cotter was re-elected to the Board of Directors of Citadel and Fidelity in
June 1991, named Acting Chairman in October 1991 of Citadel and Fidelity, and
named Chairman of the Board of Citadel on June 5, 1992. Mr. Cotter resigned
from the Board of Fidelity in December 1993. Mr. Cotter also serves as Chairman
of the Board of Doran Street Real Estate Corporation ("Doran"), a real estate
subsidiary of Citadel. Mr. Cotter previously served as a director of Citadel
from February 1986 to May 1988. He has been Chairman of the Board of Craig
Corporation ("Craig") (retail grocery and real estate management business) since
1988 and a director since 1985. He is also Executive Vice President and a
director of The Decurion Corporation (motion picture exhibition). Mr. Cotter
began his association with The Decurion Corporation in 1969. Mr. Cotter has been
the Chief Executive Officer and a director of Townhouse Cinemas Corporation
since 1987. Mr. Cotter is the General Partner of James J. Cotter, Ltd., a
limited partner in Hecco Ventures I, a California Limited Partnership and a
general partner in Hecco Ventures II, a California General Partnership (Hecco I
and Hecco II are involved in investment activities), and has been a director of
Stater Bros., Inc. (retail grocery) since 1987. Mr. Cotter is also a director of
the Reading Company ("Reading") (the assets of which consist principally of cash
equivalents and real estate) and has served as the Chairman of the Board of that
company since 1991. Craig is a 47% owner of Reading and a 50 % owner of Stater
Bros., Inc. Mr. Cotter is the proprietor of Cecilia Packing Corporation (citrus
fruit and packing operation). See "Principal Holders of Citadel Common Stock."
Mr. Greenwood joined the Company in June 1992 as President and Chief Executive
Officer of both Citadel and Fidelity and Chairman of the Board of Fidelity. Mr.
Greenwood is also a director of Doran. Prior to joining the Company, he served
as Chief Financial Officer of CalFed, Inc. and California Federal Bank from 1990
to 1992. From 1988 to 1990, Mr. Greenwood was Chief Financial Officer and
Treasurer of Valley National Corporation and Valley National Bank located in
Phoenix, Arizona. Mr. Greenwood served from 1978 to 1988 in various positions
at Citicorp/Citibank, including Vice President, Division Treasurer (Europe,
Middle East and Africa) and Senior Vice President of Citicorp Homeowners' (a
mortgage bank).
Mr. Boulanger has been President and a director of National Deposit Life
Insurance Company since 1989. National Deposit Life Insurance Company is a
major provider of corporate retirement plans. From 1983 to 1989,
II-2
<PAGE>
Mr. Boulanger was Senior Vice President at Kaufman and Broad Corp. (now Broad,
Inc.) where he was responsible for a large life insurance holding company's
investments.
Mr. Geiger is presently a financial and marketing consultant. He retired as
Vice President and Senior Account Officer of Bank of America where he served
from 1959 to 1990. His responsibilities at Bank of America included the
development, structuring, analysis and negotiation of large corporate financings
for major media and entertainment companies.
Mr. Goldsmith has been a private real estate investor and a consultant to The
Decurion Corporation since 1984, advising company management concerning real
estate transactions, employee compensation and general operations.
Mr. Perry has been a partner of the law firm of Graven Perry Block Brody &
Qualls, a professional corporation, located in Los Angeles, California, since
1968. Graven Perry Block Brody & Qualls performs legal services for the Company
from time to time. See "Related Party Transactions-- Attorneys' Fees." Mr.
Perry was a director of Craig from 1985 to 1993 and a director of Reading
since 1988.
Mr. Tompkins is the President of each of Craig and Reading. Mr. Tompkins
also serves on the Board of Directors of Craig, Reading, Doran and G & L Realty,
Inc. (a real estate company with operations in Southern California). Prior to
joining Craig Corporation and the Reading Company in March 1993, Mr. Tompkins
was a partner specializing in corporate and real estate law at the law firm of
Gibson, Dunn & Crutcher from January 1984 through February 1993. Mr. Tompkins
holds a bachelor's degree (magna cum laude) from Claremont McKenna College and a
J.D. (magna cum laude) from Harvard Law School.
Mr. Trogden was Senior Vice President of Bank of America in charge of
providing credit and banking services to the entertainment and media industries
until his retirement in June 1993. Prior to joining Bank of America, Mr.
Trogden was employed in various positions with Security Pacific National Bank
from 1960 until the 1992 merger of Security Pacific and Bank of America.
Mr. Villasenor has been President and the owner of Unisure Insurance Services,
Incorporated, a corporation specializing in life, business life and group health
insurance for over 30 years. Mr. Villasenor served on the Board of Directors of
ELAR, a reinsurance company from 1990 to 1991.
EXECUTIVE OFFICERS
Set forth below are the executive officers of the Company (other than Mr.
Greenwood--see "Directors" above), together with the positions currently held by
those persons.
<TABLE>
<CAPTION>
POSITION WITH FIDELITY POSITION WITH CITADEL
NAME AGE OR SUBSIDIARY OR SUBSIDIARY
- ---- --- ---------------------- ---------------------
<S> <C> <C> <C>
Walter H. Morris, Jr. (1) 42 Executive Vice --
President and Chief
Lending Officer
James E. Stutz 50 Executive Vice --
President, Retail
Banking
Kirk S. Sellman (1) 44 Executive Vice --
President, Retail
Banking
Steve Wesson 36 Executive Vice --
President, Real
Estate Asset
Management
Frederick N. Bailard (1) 46 Senior Vice --
President, Real
Estate Asset
Management
James F. Barnett III 30 Senior Vice --
President, Credit
Administration
Robert P. Condon 52 President and Chief President and Chief Executive
Executive Officer of Officer of Gateway Investment
Citadel Service Services, Inc.
Corporation
Diana E. Cookmeyer 45 Senior Vice President --
and Chief
Administration Officer
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
POSITION WITH CITADEL OR
NAME AGE FIDELITY OR SUBSIDIARY SUBSIDIARY
---- --- ---------------------- -------------
<S> <C> <C> <C>
Godfrey B. Evans 40 Senior Vice Senior Vice
President, General President,
Counsel and Secretary General Counsel
and Secretary
Andre S. W. Shih 42 Senior Vice Senior Vice
President, Treasurer President,
and Acting Chief Treasurer and
Financial Officer Acting Chief
Financial Officer
Heidi Wulfe 39 Senior Vice Senior Vice
President, Controller President,
and Chief Accounting Controller and
Officer Chief Accounting
Officer
</TABLE>
- -----------------
(1) Mr. Morris resigned March 18, 1994. Mr. Sellman resigned January 3, 1994.
Mr. Bailard resigned February 2, 1994.
Mr. Morris joined Fidelity in June 1992 as Executive Vice President and Chief
Lending Officer. Prior to joining Fidelity, Mr. Morris was President and Chief
Executive Officer of First Interstate Mortgage Company, a wholly-owned mortgage
banking subsidiary of First Interstate Bank of California from 1989 to 1992. In
1988, Mr. Morris served as a Vice President of First Interstate Bank, Ltd. and
an executive officer of First Interstate Capital Markets Limited from 1986 to
1987.
Mr. Stutz joined Fidelity in January 1994 as Executive Vice President, Retail
Banking. Prior to joining Fidelity, Mr. Stutz served since 1985 as Executive
Vice President and Chief Operating Officer, Consumer Banking of HomeFed Bank,
where he was responsible for creating and overseeing the retail and consumer
banking operations of a 215 branch network. Mr. Stutz was also Chairman,
President and Chief Executive Officer of Columbus Savings, a wholly-owned
subsidiary of HomeFed Corporation, where he was responsible for the
consolidation of several savings institutions and the subsequent merger of the
company into HomeFed Bank. Mr. Stutz served from 1971 until 1994 in various
positions at HomeFed Bank.
Mr. Sellman joined Fidelity in January 1991 as Executive Vice President,
Retail Banking. Prior to joining Fidelity, Mr. Sellman was Senior Vice
President, Retail Banking, for Gibraltar Savings and Loan Association
("Gibraltar") from 1980 to 1990. He also was Senior Vice President, Retail
Banking for Gibraltar Savings Bank, FSB (a Gibraltar affiliated company in
Seattle, Washington), from 1987 to 1990.
Mr. Wesson joined Fidelity as Executive Vice President, Real Estate Asset
Management in January 1994. Mr. Wesson became President and Chief Executive
Officer of Doran in late 1993 and has been actively involved in the strategic
direction of the business since that time. Prior to this appointment, Mr.
Wesson was Chief Executive Officer of Burton Property Trust, the U.S. real
estate subsidiary of a major U.K. corporation, the Burton Group PLC. In this
position he was responsible for the workout of the company's portfolio of real
estate assets and eventual closure of the business.
Mr. Bailard served as Senior Vice President, General Counsel and Corporate
Secretary for Citadel from August 1992 through August 1993 when Mr. Bailard
became Senior Vice President in charge of Real Estate Asset Management for
Fidelity. From 1990 to 1992, Mr. Bailard served as Executive Vice President and
General Counsel of Valley Federal Savings and Loan Association, where he served
as Senior Vice President and General Counsel from 1989 to 1990. From 1980 to
1988, Mr. Bailard was employed as chief legal officer by Ducommun Incorporated,
a Los Angeles-based diversified industrial company.
Mr. Barnett joined Fidelity in January 1992 as Senior Vice President and
Internal Asset Review Manager. In February 1993, Mr. Barnett was appointed
Senior Vice President, Credit Administration. Prior to joining Fidelity, Mr.
Barnett was a Federal Thrift Regulator for the Office of Thrift Supervision
between 1987 and 1991. He was responsible for the examination, supervision and
problem resolution of multi-billion dollar thrift institutions in the West
Region.
Mr. Condon joined Gateway Investment Services, Inc. ("Gateway"), Citadel's
securities brokerage subsidiary, as President and Chief Executive Officer in
September 1993. Prior to joining Gateway, Mr. Condon served as General Manager
of Wellpoint Life Insurance Company, a subsidiary of Blue Cross of California.
Before that he was President and Chief Executive Officer of CalFed Investment
Services, in charge of the development and sale of alternative investment
products through the bank branch network.
II-4
<PAGE>
Ms. Cookmeyer joined Fidelity in April 1991. In her current capacity as
Senior Vice President and Chief Administrative Officer, Ms. Cookmeyer manages
the Human Resources, MIS, Administrative Services, Marketing, and Business
Excellence functions Fidelity. Prior to joining Fidelity, she spent 17 years
in management and human resources consulting with such firms as McKinsey &
Company, Towers, Perin, Forster, and Crosby, and Coopers & Lybrand.
Mr. Evans joined Fidelity as Senior Vice President and Senior Corporate
Counsel in 1987 and in 1988 was appointed Senior Vice President and Senior
Corporate and Regulatory Counsel to both Citadel and Fidelity. In November
1989, Mr. Evans was named General Counsel of Citadel. In December 1990, Mr.
Evans became the Corporate Secretary of Citadel and Fidelity. Mr. Evans
currently holds the title of Senior Vice President, General Counsel and
Corporate Secretary of Fidelity and Citadel. From 1982 to 1987, he was an
attorney with the law firm of Gibson, Dunn & Crutcher, practicing in the areas
of corporate, thrift institution and securities law.
Mr. Shih joined Fidelity in July 1991 as Vice President, Director of Corporate
Development and Asset Liability Management. In December 1991, he was named
Senior Vice President. Prior to joining Fidelity, Mr. Shih was a principal of
Kesselman & Shih, a financial advisory firm, which he co-founded in 1990. From
1985 to 1990, Mr. Shih was a Vice President of First Interstate Bank, where he
worked in the business analysis, internal consulting and financial analysis
areas.
Ms. Wulfe, a C.P.A., joined Fidelity and Citadel in 1989 as Vice President and
Controller, and in 1991 she was name Senior Vice President. From 1987 to 1989,
she was Vice President and Controller at Antelope Valley Savings and Loan
Association. From 1977 to 1987, she was a CPA with the accounting firm of
Grant Thornton, Accountants and Management Consultants, specializing in
financial institutions.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth the compensation earned
during the year ended December 31, 1993 by the Company's Chief Executive Officer
and the four other most highly compensated executive officers who were serving
as executive officers at December 31, 1993.
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------------- ------------
SECURITIES
UNDERLYING
OTHER STOCK
ANNUAL OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) GRANTED COMPENSATION(2)
- --------------------------- ---- ------ -------- --------------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard M. Greenwood 1993 $376,846 $50,000 $39,359(3) 20,000 $ 0
President and Chief 1992 $209,173 0 25,986(3) 0 0
Executive Officer 1991 N/A N/A N/A N/A N/A
Walter H. Morris, Jr. (4) 1993 $178,500 $ 0 0 0 $ 0
Executive Vice President 1992 87,500 15,000 0 0 0
and Chief Lending Officer 1991 N/A N/A N/A N/A N/A
Andre S. W. Shih 1993 $134,847 $25,000 0 0 $ 0
Senior Vice President, 1992 125,000 19,500 0 0 0
Treasurer and Acting Chief 1991 55,289 0 0 0 0
Financial Officer
Frederick N. Bailard (4) 1993 $132,692 $ 0 0 0 $1,171
Senior Vice President, Real 1992 45,673 5,000 0 0 0
Estate Asset Management 1991 N/A N/A N/A N/A N/A
Kirk S. Sellman (4) 1993 $137,308 $ 0 0 0 $4,269
Executive Vice President, 1992 125,000 15,000 0 0 3,351
Retail Banking 1991 115,500 5,563(5) 0 0 0
</TABLE>
II-5
<PAGE>
(1) Excludes perquisites if the aggregate amount thereof is less than $50,000,
or 10% of salary plus bonus, if less.
(2) Consists of matching contributions under the Company's 401(k) Plan.
(3) When Mr. Greenwood was hired on June 3, 1992, the Company agreed to make him
an interest free loan of $240,000 described below. The amount shown
includes interest on such loan in 1993 of $9,984, an automobile allowance
of $20,040, an excess group life insurance policy for which Fidelity paid
premium in the amount of $2,345 and other benefits.
(4) Mr. Morris resigned March 18, 1994. Mr. Bailard resigned February 2, 1994.
Mr. Sellman resigned January 3, 1994.
(5) Includes amounts earned under the Company's Management Incentive
Compensation Plan (see "Employee Benefit Plans--Management Incentive
Compensation Program") with respect to each year in question, even if
payment was made in the following year.
STOCK OPTIONS
On March 24, 1993, the Company granted to Mr. Greenwood a stock option to
purchase 20,000 shares of Citadel common stock at a price of $21.90 per share.
The Company granted no other stock options and no stock appreciation rights
("SARs") to executives or employees in 1993. The following table sets forth the
stock options outstanding held by the named executives as of December 31, 1993.
All options are exercisable. No SARs are outstanding.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL RALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
--------------------------------------------------------------- -----------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE OR EXPIRATION 5% 10%
NAME GRANTED FISCAL YEAR BASE PRICE DATE $35.67/SHARE $56.80/SHARE
- ----------------------- ------------ ---------------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Richard M. Greenwood 20,000 100% $21.90 2003 $713,400 $1,136,000
Walter H. Morris, Jr. 0 0 -- -- -- --
Andre S. W. Shih 0 0 -- -- -- --
Frederick N. Bailard 0 0 -- -- -- --
Kirk S. Sellman 0 0 -- -- -- --
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED OPTIONS/SARs AT FY-END(#) OPTIONS/SARs AT FY-END(#)
NAME ON EXERCISE (#) VALUE REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------------- --------------- ------------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Richard M. Greenwood N/A N/A 20,000/0 0(1)
Walter H. Morris, Jr. -- -- -- --
Andre S. W. Shih -- -- -- --
Frederick N. Bailard -- -- -- --
Kirk S. Sellman -- -- -- --
</TABLE>
- ------------
(1) None of the options held by Mr. Greenwood are in-the-money.
II-6
<PAGE>
RETIREMENT INCOME (DEFINED BENEFIT) PLAN
The Company maintains a Retirement Income Plan which is a qualified, non-
contributory defined benefit retirement plan. The Retirement Plan provides for
monthly retirement payments or an actuarially equivalent lump sum to or on
behalf of each covered employee or beneficiary upon retirement at age 65 or upon
early retirement (i.e. the attainment of age 55 and the completion of 10 years
of service) and, under certain circumstances, upon disability, death or other
termination of employment, based upon the employee's average monthly
compensation and the aggregate number of years of service.
The following table illustrates approximate annual benefits payable at normal
retirement age for various combinations of service and compensation:
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------
AVERAGE FINAL COMPENSATION 15 20 25 30 35
- ----------------------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
$ 50,000 11,302 15,069 18,836 22,603 26,370
100,000 24,427 32,569 40,711 48,853 56,995
150,000 37,552 50,069 62,586 75,103 87,620
200,000 37,552 50,069 62,586 75,103 87,620
250,000 37,552 50,069 62,586 75,103 87,620
300,000 37,552 50,069 62,586 75,103 87,620
350,000 37,552 50,069 62,586 75,103 87,620
400,000 37,552 50,069 62,586 75,103 87,620
</TABLE>
Compensation under the Retirement Income Plan includes all regular pay,
excluding overtime, commissions and bonuses, limited by IRC 401(a)(17)
compensation limit ($150,000 for 1994). The benefit amounts listed above were
computed on a 10-year certain and life basis, which is the normal form under the
plan.
The approximate years of credited service as of December 31, 1993 for each of
the named executive officers are as follows:
<TABLE>
<CAPTION>
NAME SERVICE
- --------------------- -------
<S> <C>
Richard M. Greenwood 1 year
Walter H. Morris, Jr. 1 year
Andre S. W. Shih 2 years
Kirk S. Sellman 3 years
Frederick N. Bailard 1 year
</TABLE>
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL AGREEMENTS
Mr. Greenwood and the Company entered into a three-year employment agreement
as of June 3, 1992, his date of hire. Mr. Greenwood's agreement with the
Company provides for compensation during the first twelve months at the rate of
$365,000 per year, increasing to $385,000 for the second twelve months and
$415,000 for the third twelve months. In the event of termination by the
Company other than for "cause", or by Mr. Greenwood for "cause", Mr. Greenwood
would be entitled to receive, in addition to accrued benefits under any
applicable benefits plans, an amount equal to the sum of (i) the balance of the
amount which would have been paid to Mr. Greenwood had his employment continued
through the remainder of the twelve month period in which such termination
occurred and (ii) $365,000 if such termination occurs during the first twelve
months, $385,000 if such termination occurs during the second twelve months, and
$0 if such termination occurs during the third twelve months of his employment.
In the event of an "Acquisition of Control" (as defined in the agreement) of the
Company by any person other than Craig, Reading, Hecco Ventures I, Tucson
Electric Power Company or any one or more of their respective affiliates, Mr.
Greenwood would be entitled to receive additional severance compensation in the
amount of $500,000 during the first twelve months of his employment, reducing to
$250,000 and $0 for the second and third twelve months of his employment,
respectively. This additional compensation is also payable in the event of
termination without "cause" by Mr. Greenwood, or failure of the parties to enter
into a new employment contract, following any such "Acquisition of Control." Mr.
Greenwood is also entitled to participate in the Company's health, pension and
bonus programs.
In March 1993, the Board of Directors approved entering into severance
agreements with Messrs. Sellman, Bailard and Morris under which the Company
agreed to pay each of them a sum equal to one year's salary if they are
discharged or effectively discharged following a "change in control" involving
any person other than Craig, Reading, Hecco Ventures I, Tucson Electric Power
Company or one or more of their respective affiliates. The Board of Directors
approved entering into the same or similar agreements with approximately 16
other Company officers.
II-7
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following are members of the Compensation Committees of Citadel and
Fidelity:
Mr. James J. Cotter -- Citadel
Mr. Mel Goldsmith -- Citadel and Fidelity
Mr. Ralph B. Perry III -- Fidelity
Mr. Alfred Villasenor, Jr. -- Citadel and Fidelity
None of the Committee members are employees of Citadel or Fidelity, nor are
they involved in any interlocking directorships. Mr. Perry is a member of a law
firm that provides legal services to the Company. See Item 13. "Certain
Relationships and Related Transactions--Attorneys' Fees." Mr. Greenwood serves
in an advisory capacity to the Compensation Committees of Citadel and Fidelity.
COMPENSATION OF DIRECTORS
Nonemployee directors are paid fees in the amount of a $23,000 annual retainer
plus $1,000 for each board meeting and $850 for each committee meeting attended
in person (or $300 in the case of telephonic meetings). In addition, Mr.
Villasenor is paid $850 quarterly for his attendance at the Fidelity CRA
Committee meetings. Committee chairmen who are not Company employees receive an
additional $2,500 per year. For directors who fail to attend a meeting (unless
excused for illness), the attendance fee for the ensuing 12 meetings is reduced
by $100 per meeting. Failure to attend two or more meetings reduces the
attendance fee by $250 per meeting for the ensuing 12 meetings.
In December 1993, the Board increased Mr. Cotter's annual retainer to $100,000
retroactive to October 1991. Mr. Cotter receives no meeting fees in addition to
the retainer and all annual retainers and meeting fees paid to Mr. Cotter since
October 1991 were netted from payments due retroactively. As of December 1993,
the net amount owed to Mr. Cotter under this new compensation arrangement was
$117,525. The first quarterly installment of the 1994 annual retainer in the
amount of $25,000 was paid on January 2, 1994.
II-8
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 1994, (i) the name of each
person known to Citadel to be the beneficial owner of more than 5% of the
outstanding Citadel Common Stock, (ii) the total number of shares of Citadel
Common Stock beneficially owned by each such person and (iii) the percentage of
all Citadel Common Stock outstanding held by each such person.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP(1) CLASS
- ------------------- ------------ ----------
<S> <C> <C>
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109........ 364,968(2) 5.53%
Vanguard/Windsor Fund, Inc.
1300 Morris Drive
Valley Forge, Pennsylvania 19482... 447,500(3) 6.78%
Craig Corporation
116 North Robertson Boulevard
Los Angeles, California 90048...... 592,712(4) 8.99%
Dillon Investors, L.P.
21 East State Street, Suite 1410
Columbus, Ohio 43215............... 647,000(5) 9.81%
</TABLE>
- ----------
(1) Except as otherwise indicated, the persons listed as beneficial owners of
the shares have the sole voting and investment power with respect to such
shares.
(2) As reported in a Schedule 13G dated February 11, 1994 filed by FMR Corp.
FMR Corp. is the parent holding company of Fidelity Management & Research
Company, an investment advisor to Fidelity Low-Priced Stock Fund (the
"Fund"), which holds 364,968 shares or 5.53% of the outstanding shares of
the Company. FMR does not have sole power to vote or direct the voting of
shares held by the Fund, which power resides with the Fund's Board of
Trustees.
(3) As reported in Amendment No. 6 to a Schedule 13G of Vanguard/Windsor Fund,
Inc. dated February 2, 1994 and as otherwise advised by such stockholder.
The Company is advised that Wellington Management Company acts as investment
adviser to Vanguard/Windsor Fund, Inc.
(4) As reported in Amendment No. 10 dated October 19, 1993 to a Schedule 13D
filed by Craig with respect to the Company and as otherwise advised by
Craig. Pursuant to their application, Craig, Mr. Cotter and Reading (which
is 47% owned by Craig) were in April of 1991 granted approval by the OTS,
subject to certain conditions for one year, to acquire control of the
Company and/or to increase, from time to time, their equity ownership in the
Company. The OTS has extended the approval to April 23, 1994 and Craig, Mr.
Cotter and Reading may apply for an extension beyond that date. Mr. Cotter
is the Chairman of the Board and a principal stockholder of Craig, but
disclaims any beneficial ownership of the Common Stock held by Craig.
(5) As reported in a Schedule 13D dated March 17, 1994 of Dillon Investors, L.P.
("DI"), Roderick H. Dillon, Jr., general partner of DI, Roderick H. Dillon,
Jr.-IRA and Roderick H. Dillon, Jr.-Foundation. Mr. Dillon is a private
investor with Dillon Capital Management Limited Partnership, an investment
management firm. Mr. Dillon owns 10,000 shares of the Company (5,000
individually and 5,000 shares through his IRA) totaling .152% of the
Company's outstanding shares (.076% individually and .076% through his IRA).
The Roderick H. Dillon, Jr.-Foundation holds 2,000 shares or .030% of the
outstanding shares of the Company.
II-9
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the shares of Citadel Common Stock owned as of
January 31, 1994 by all directors, each executive officer named in Item 10 and
by the directors and executive officers of Citadel as a group as of December 31,
1993. Except as noted and subject to applicable community property and similar
statues, the indicated beneficial owner of the shares has sole voting power and
sole investment power.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------ -------------------- ----------------
<S> <C> <C>
James J. Cotter...................... 592,712(1) 8.99%
Richard M. Greenwood................. 20,000(2) *
Donald R. Boulanger.................. 201 *
Peter W. Geiger...................... -- --
Mel Goldsmith........................ 603 *
Ralph B. Perry III................... -- --
S. Craig Tompkins.................... -- --
Zelbie Trogden....................... -- --
Alfred Villasenor, Jr................ 900 *
Walter H. Morris, Jr................. -- --
James E. Stutz....................... -- --
Kirk S. Sellman...................... 2,027 *
Steve Wesson......................... -- --
Frederick N. Bailard................. -- --
James F. Barnett III................. -- --
Robert P. Condon..................... -- --
Diana E. Cookmeyer................... -- --
Godfrey B. Evans..................... 300(2) *
Andre S. W. Shih..................... -- --
Heidi Wulfe.......................... -- --
All directors and executive officers
as a group (20 persons)............. 616,743(3) 9.35%
</TABLE>
- ----------
(1) Mr. Cotter is the Chairman and a principal stockholder of Craig Corporation,
which holds 592,712 shares of Citadel Common Stock. Mr. Cotter disclaims
beneficial ownership of these shares.
(2) Represents shares subject to options granted by the Company.
(3) Includes 20,300 shares subject to options granted by the Company.
* Represents less than one percent of the outstanding shares of Citadel Common
Stock.
II-10
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LOANS BY FIDELITY
Fidelity offers home loans to directors, officers and employees of the
Company. These loans are made in the ordinary course of business and, in the
judgment of management, do not involve more than the normal risk of
collectibility. The loans are secured by real property and are made on
substantially the same terms, including interest rate and collateral, as those
prevailing at the time for comparable transactions with non-affiliated persons.
However, pursuant to the provisions of Fidelity's employee loan program which
existed prior to the enactment of the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989 ("FIRREA"), the interest rate generally charged was
one-half percent less than the rate for comparable transactions with non-
affiliated persons on fixed-rate loans and was one percent below the margin on
adjustable-rate loans. In addition, employees generally do not pay loan fees or
closing costs on their loans. The rate on these types of loans remains at the
reduced level only for so long as the individual obtaining the loan continues to
be employed by, or serves as a director of, the Company. Since the passage of
FIRREA, Federal Reserve Board regulations applicable to savings institutions
prohibit the making of preferential loans to directors and executive officers of
Fidelity who perform policy-making functions. Accordingly, Fidelity no longer
grants such loans to any director or any officer who influences corporate
policy. Prior to the enactment of FIRREA, directors and executive officers with
policy making functions could participate in Fidelity's employee loan program
and to the extent they had loans outstanding on the effective date of FIRREA's
enactment, such loans have grandfathered status.
<TABLE>
<CAPTION>
HIGHEST UNPAID
INDEBTEDNESS SINCE BALANCE AS OF INTEREST RATE AT YEAR
NAME DECEMBER 31, 1992 DECEMBER 31, 1993 DECEMBER 31, 1993 MADE
- ---- ------------------ ----------------- ----------------- ----
<S> <C> <C> <C> <C>
Godfrey B. Evans $198,221 $194,416 5.103% 1987
Godfrey B. Evans $ 77,971 $ 76,950 7.0% 1989
S. Craig Tompkins $650,000(1) $646,430 7.75% 1993
</TABLE>
- ----------
(1) This loan was sold to Residential Funding Corporation post-origination and
Fidelity continues to service the loan.
CITADEL LOAN TO CEO
As part of Mr. Greenwood's compensation package, Citadel extended an interest-
free loan to Mr. Greenwood in the amount of $240,000, payable on demand. The
loan was made principally to refinance a loan extended to Mr. Greenwood by his
previous employer, and Citadel agreed to reimburse Mr. Greenwood for interest
accrued on such refinanced loan in the amount of $8,965 from the date of his
employment with Citadel until the new loan was made on October 27, 1992.
Interest on such loan in the amount of $9,942 was imputed to Mr. Greenwood in
fiscal 1993.
ATTORNEYS' FEES
Graven Perry Block Brody & Qualls performs legal services for the Company from
time to time. The Company paid that firm approximately $157,146 for such legal
services performed during 1993 and costs related thereto. Mr. Perry, a director
of the Company, is a partner of that firm. Prior to joining the Company's Board
of Directors in March 1993, Mr. Tompkins was a partner at Gibson, Dunn &
Crutcher, acting as outside legal counsel to the Company.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the
Company's stock to file reports of ownership and changes in ownership with the
Securities Exchange Commission (the "SEC") and the American Stock Exchange.
Officers, directors and greater than ten percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons that no Forms 5
were required for those person, the Company believes that during the year ending
December 31, 1993, its officers, directors and greater than ten percent
beneficial owners complied with all applicable filing requirements.
II-11
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE COMPANY
HAS DULY CAUSED THIS AMENDMENT TO REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
CITADEL HOLDING CORPORATION
By /S/ GODFREY B. EVANS
------------------------------------
Godfrey B. Evans
Senior Vice President,
General Counsel & Corporate Secretary
II-12
<PAGE>
PROXY PRELIMINARY COPY
- --------------------------------------------------------------------------------
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF CITADEL HOLDING CORPORATION
For the Annual Meeting of Stockholders
December 12, 1994
The undersigned stockholder of Citadel Holding Corporation, a Delaware
corporation (the "Company"), acknowledges receipt of the Notice of the Annual
Meeting of Stockholders of the Company and the accompanying Proxy Statement,
each dated November 11,1994, and the undersigned hereby revokes all prior
proxies and hereby constitutes and appoints Steve Wesson, James J. Cotter and S.
Craig Tompkins, and each of them (each with full power of substitution and with
full power to act without the others and if two or more of them act hereunder,
by action of a majority of them), the proxies of the undersigned, to represent
the undersigned and to vote all the shares of common stock of the Company that
the undersigned would be entitled to vote at the Annual Meeting of Stockholders
of the Company to be held December 12, 1994 at 10:00 a.m. (Los Angeles time) at
the Four Seasons Hotel, 300 S. Doheny Drive, Beverly Hills, California, and at
any adjournment and postponement thereof.
This proxy will be voted as directed by the undersigned below; where no
choice is specified, it will be voted FOR Proposal 1 and Proposal 2 below and in
the discretion of the proxies in the matters described in Proposal 3.
The Board of Directors recommends a vote FOR Proposal 1.
1. ELECTION OF DIRECTORS: [_] FOR all nominee listed [_] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below
INSTRUCTIONS: To withhold authority to vote for any nominee, strike a line
through the nominee's name in the list below:
James J. Cotter
Steve Wesson
S. Craig Tompkins
Peter W. Gieger
Alfred Villasenor, Jr.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposal 2.
2. To adopt the Proposal to amend the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
10,000,000 shares to 20,000,000 shares.
1. AMENDMENT OF [_] FOR [_] WITHHOLD AUTHORITY
CERTIFICATE OF
INCORPORATION
3. To vote upon any other matter as may properly come before the meeting or
any adjournment or postponement thereof. Management is not aware of any other
matter that will be presented for action at the meeting.
(Please sign and date this Proxy and return it in the enclosed envelope.)
DATED: ___________________, 1994
_____________________________________
_____________________________________
Please sign exactly as name appears hereon.
If the stock is registered in the name of
two or more persons, each should sign.
When signing as an executor, administrator,
trustee, guardian, attorney, or corporate
officer, please add your full title as
such.
COMMENTS: (Change of address)
_____________________________________
_____________________________________
_____________________________________
_____________________________________
- --------------------------------------------------------------------------------
