<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
(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, 1994
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________
----------------
CITADEL HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3885184
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
600 NORTH BRAND BOULEVARD 91203
GLENDALE, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 549-3130
----------------
<TABLE>
<S> <C>
---
</TABLE>
Indicate by check mark whether 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 the 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. Yes No X .
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. The number of shares of Common
Stock, par value $.01 per share (the "Common Stock") and 3% Cumulative Voting
Convertible Preferred Stock, par value $.01 per share (the "Preferred Stock",
and together with the Common Stock, the "Voting Stock"), of Registrant
outstanding as of April 28, 1995 were 6,003,924 and 1,329,114 shares,
respectively.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
FIRST
BECAME
NAME AGE CURRENT OCCUPATION DIRECTOR
---- --- ------------------ --------
<C> <C> <S> <C>
James J. Cotter 55 Chairman of the Board of Citadel Holding 1986
Corporation ("Citadel" or the
"Company"), Chairman of the Board of
Craig Corporation, and Chairman of the
Board of Reading Company
Steve Wesson 37 President and Chief Executive Officer of 1994
Citadel
S. Craig Tompkins 44 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 68 Financial and marketing consultant, and 1990
retired Vice President and Senior
Account Officer of Bank of America
Alfred Villasenor, Jr. 65 President of Unisure Insurance Services, 1987
Inc., and Director of Gateway
Investment, Inc., a wholly owned
subsidiary of Fidelity Federal Bank, a
Federal Savings Bank ("Fidelity")
</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 (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. 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 of Fidelity during
August 1994. 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 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.
1
<PAGE>
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., a
New York Stock Exchange listed Real Estate Investment Trust, in December of
1993, and was elected Vice Chairman of the Board of Citadel in July of 1994.
Mr. Tompkins was appointed as Secretary, Treasurer and Principal Accounting
Officer of Citadel on August 5, 1994.
Mr. Villasenor is the President and the owner of Unisure Insurance Services,
Incorporated, a corporation which has specialized 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. From June 1993 to
February 1995, Mr. Villasenor served as a director of Gateway Investments,
Inc.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the American Stock Exchange. Officers, directors and greater
than ten-percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished
to Citadel during 1994, Citadel understands that Steve Wesson failed to file on
a timely basis a report required by Section 16(a) of the Exchange Act. Mr.
Wesson was appointed as a director and officer of Citadel in August 1994. Mr.
Wesson was required to file a Form 3 within ten days of such appointment. Mr
Wesson filed his Form 3 on March 22, 1995.
2
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table below sets forth the compensation earned
during the year ended December 31, 1994 by the following persons:
(i) Steve Wesson, Chief Executive Officer at December 31, 1994, and Richard
M. Greenwood, Chief Executive Officer from January 1, 1994 to August 4, 1994,
in accordance with Regulation S-K, Item 402(a)(3)(i); and
(ii) Frederick N. Bailard, Senior Vice President from January 1, 1994 to
February 2, 1994, and Walter H. Morris, Jr., Executive Vice President
from January 1, 1994 to March 18, 1994, in accordance with Regulation S-K, Item
402(a)(3)(iii).
<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
- --------------------------- ---- -------- ------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Steve Wesson 1994(2) $ 70,564 $25,000 33,000 $ 5,564
President and Chief 1993 n/a n/a n/a n/a n/a
Executive Officer 1992 n/a n/a n/a n/a n/a
Richard M. Greenwood 1994(3) $242,231 $ 0 $ 0 0 $ 0
President and Chief 1993 $376,846 $50,000 $ 0 20,000 $ 0
Executive Officer 1992 $209,173 $ 0 $25,986(4) 0 $ 0
Frederick N. Bailard 1994(5) $ 24,926 $ 0 $ 0 0 $145,000(6)
Senior Vice President 1993 $132,692 $ 5,000(7) $ 0 0 $ 1,171
1992 $ 45,673 $ 0 $ 0 0 $ 0
Walter H. Morris, Jr. 1994(8) $ 53,305 $ 0 $ 0 0 $115,000(9)
Executive Vice President 1993 $178,500 $15,000 $ 0 0 $ 0
Chief Lending Officer 1992 $ 87,500 $ 0 $ 0 0 $ 0
</TABLE>
- --------
(1) Excludes perquisites if the aggregate amount thereof is less than $50,000,
or 10% of salary plus bonus, if less.
(2) Includes compensation received as President and Chief Executive Officer of
Citadel from August 5, 1994 to December 31, 1994.
(3) Includes compensation received as President and Chief Executive Officer of
Citadel and Fidelity from January 1, 1994 to August 4, 1994.
(4) When Mr. Greenwood was hired on June 3, 1992, Citadel and Fidelity agreed to
make him an interest free loan of $240,000, described in Item 13 below. The
loan was actually funded on October 27, 1992. The amount shown includes
$8,965 to compensate Mr. Greenwood for the late funding of the loan, $1,353
in imputed interest on the loan, $3,000 worth of the tax preparation
services, an automobile allowance of $11,690, premiums on an excess group
life insurance policy in the amount of $819, and miscellaneous other
benefits.
(5) Includes compensation received as Senior Vice President of Citadel from
January 1, 1994 to February 2, 1994.
(6) Severance bonus paid prior to August 4, 1994.
(7) Discretionary bonus paid for individual performance.
(8) Includes compensation received as Executive Vice President and Chief Lending
Officer of Citadel from January 1, 1994 to March 18, 1994.
(9) Severance bonus paid prior to August 4, 1994.
3
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE 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 $ /SHARE $ /SHARE
---- ------------ ---------------- ----------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steve Wesson............ 33,000 100% $2.69 2004 $ 55,925 $ 141,144
Richard M. Greenwood.... 0 0 0 0 $ 0 $ 0
Frederick N. Bailard.... 0 0 0 0 0 0
Walter H. Morris, Jr.... 0 0 0 0 0 0
</TABLE>
AGGREGATED OPTION/SAR IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES ACQUIRED AT FY-END(#) AT FY-END(#)
NAME ON EXERCISE(#) VALUE REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- ----------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Steve Wesson............ N/A N/A 11,000/22,000 0(1)
Richard M. Greenwood.... N/A N/A 20,000/0 0(2)
Frederick N. Bailard.... 0 0 0 0
Walter H. Morris, Jr.... 0 0 0 0
</TABLE>
- --------
(1) None of the options held by Mr. Wesson are in-the-money.
(2) None of the options held by Mr. Greenwood are in-the-money.
4
<PAGE>
COMPENSATION OF DIRECTORS
Non-employee directors (which currently include all directors other than Mr.
Wesson) receive an annual retainer of $10,000. Directors receive no additional
compensation for serving as committee chairmen, or for attending regularly
scheduled monthly meetings, but receive $1,000 for attendance at any special
board meetings and $850 for attendance at any committee meetings. Directors
receive $350 for participation in any telephonic special board or committee
meetings. The Chairman of the Board receives an annual retainer of $45,000, in
lieu of any other retainers or attendance fees. The Secretary/Treasurer and
Principal Accounting Officer is paid a total annual retainer as a director of
$35,000 in addition to his attendance fees.
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL AGREEMENTS
Citadel and Steve Wesson entered into an Executive Employment Agreement,
effective as of August 4, 1994 (the "Employment Agreement"). The term of the
Employment Agreement is two years and shall be automatically renewed for
subsequent one year terms unless either party gives notice of non-renewal. Mr.
Wesson is paid an annual salary of $175,000 and a minimum annual bonus of
$50,000. Also, the Employment Agreement contemplates that Mr. Wesson will be
granted options to purchase 33,000 shares of Common Stock of Citadel. In October
1994, Citadel made such grant.
Richard M. Greenwood, Citadel and Fidelity entered into a three-year
employment agreement as of June 3, 1992, his date of hire. The agreement
provided 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. Mr. Greenwood resigned from his positions at Citadel as
of August 4, 1994.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
From January 1, 1994 to August 4, 1994, Mr. James J. Cotter, Mr. Mel Goldsmith
and Mr. Alfred Villasenor, Jr. served as members of the Compensation Committee
of Citadel. During this period, Mr. Greenwood served in an advisory capacity to
the Compensation Committee of Citadel.
As of August 4, 1994, Citadel dissolved the Compensation Committee and the
entire Board of Directors took responsibility for compensation decisions. It is
currently Citadel's policy that directors whose compensation is at issue are not
involved in the discussion of, or voting on, such compensation.
Mr. Wesson and Mr. Tompkins are the executive officers of Citadel. In
accordance with Citadel's policy on executive officer compensation, Mr. Wesson
and Mr. Tompkins are not involved in the discussion of, or voting on, their
respective compensation. Mr. Tompkins receives no compensation for his services
as an executive officer, but receives director's fees. Mr. Tompkins serves as
the President and as a director of Craig Corporation. Mr. Cotter is the Chairman
of the Board of Craig Corporation.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
Administration, Philosophy
From January 1, 1994 to August 4, 1994, the compensation program was
administered by the Compensation Committee of the Board of Directors. During
such period, the Committee was composed of two non-employee directors. The CEO
served as an advisor to the Committee. Following review and approval by the
Compensation Committee, all issues pertaining to employment-related contracts
were submitted to the full Board of Directors for approval.
From January 1, 1994 to August 4, 1994, it was the philosophy of the Committee
and Citadel 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
was comprise of financial services institutions, including commercial banks,
savings banks and mortgage banks as applicable to specific functional
areas.
From January 1, 1994 to August 4, 1994, it was also the philosophy of the
Committee and Citadel to limit fixed compensation costs (e.g., base salaries) to
competitive averages and leverage, in the form of incentives, "above average"
costs specifically to Citadel and/or individual performance. Competitive data
was obtained through published survey data and custom surveys conducted by
Citadel or a third party. Information regarding this market includes the OTS
Peer Group as defined in the Performance Graph provided below.
From January 1, 1994 to August 4, 1994, executive compensation plans in use
included base salary, annual incentive, limited use of stock options, and
certain executive benefits and perquisites. Other executive compensation
programs used in the past included a Supplemental Executive Retirement Plan
("SERP") and Split Dollar Life Insurance. Of the executive officers incumbent
during this period, only Godfrey Evans participated in the SERP, which was
suspended as of February 28, 1994.
Since August 4, 1994, Mr. Wesson has been the sole executive officer of
Citadel who has received compensation for his services as an executive officer.
It is currently Citadel's intent to provide its executive officers 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 company.
Due to the financial position of Citadel in late 1994, Mr. Wesson was awarded
the minimum annual bonus under his Employment Agreement.
Members of the Board of Directors:
James J. Cotter Steve Wesson
S. Craig Tompkins Alfred Villasenor, Jr.
Peter W. Geiger
The report of the Board of Directors with respect to executive compensation
shall not be deemed incorporated by reference by any general statement
incorporating by reference this Annual Report on Form 10-K or Form 10-K/A 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 Citadel specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG CITADEL, S&P 500 INDEX AND ADJUSTED OTS PEER GROUP A*
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Annual Report
on Form 10-K or Form 10-K/A into any filing under the Exchange Act, except to
the extent Citadel specifically incorporates this information by reference, and
shall not otherwise be deemed filed under the Exchange 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, San Francisco Federal Corporation and Union Federal Financial
Corporation). Peer group returns have been weighted by market capitalization of
the individual peers.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG CITADEL HOLDING, S&P 500 INDEX AND ADJUSTED OTS PEER GROUP A INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period CITADEL S&P 500 ADJUSTED OTS
(Fiscal Year Covered) HOLDING INDEX PEER GROUP A INDEX
- --------------------- ---------- ------- ------------------
<S> <C> <C> <C>
Measurement Pt- 12/31/89 $100 $100 $100
FYE 12/31/90 $ 45.71 $ 96.88 $ 49.38
FYE 12/31/91 $ 42.57 $126.42 $ 66.95
FYE 12/31/92 $ 45.71 $136.08 $ 82.32
FYE 12/31/93 $ 26.86 $149.80 $107.99
FYE 12/31/94 $ 5.71 $151.78 $ 91.84
</TABLE>
* Assumes $100 invested on December 31, 1989 in Citadel Common Stock, S&P 500
Index and the Adjusted OTS Peer Group A.
5
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the shares of Common Stock, Preferred Stock
and Voting Stock owned as of April 28, 1995 by (i) each director, (ii) all
directors and officer as a group, and (iii) each person known to Citadel to be
the beneficial owner of more than 5% of either the Common Stock or the
Preferred Stock. Except as noted, the indicated beneficial owner of the shares
has sole voting power and sole investment power.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------------------------ ----------------------- ----------------
<C> <S> <C>
James J. Cotter (1) (5) 667,012 shares of Common 11.1% of Common Stock
Stock and 1,329,114 and 27.2% of Voting Stock
shares of Preferred
Stock
Steve Wesson (4) 11,000 shares of Common *
Stock (2)
Peter W. Geiger (4) -- --
Alfred Villasenor, Jr. (4) 900 shares of Common *
Stock
S. Craig Tompkins (5) -- --
Craig Corporation (5) 667,012 shares of Common 11.1% of Common Stock and
Stock and 1,329,114 7.2% of Voting Stock
shares of Preferred
Stock
Lawndale Capital Management, 468,200 shares of Common 7.8% of Common Stock and
Inc., Stock (3) 6.4% of Voting Stock (3)
Andrew E. Shapiro,
Diamond A Partners, L.P.,
and Diamond A Investors, L.P.
One Sansome Street, Suite 3900
San Francisco, California 94104
(3)
All directors and executive offi- 678,912 shares of Common 11.3% of Common Stock and
cers as a Group (5 persons) (1) Stock and 1,329,114 7.4% of Voting Stock
shares of Preferred
Stock
</TABLE>
- --------
(1) Mr. Cotter is the Chairman and a principal stockholder of Craig
Corporation. Craig Corporation holds 667,012 shares of Common Stock and
1,329,114 shares of Preferred Stock. Mr. Cotter disclaims beneficial
ownership of these shares.
(2) In October 1994, Citadel granted Mr. Wesson options to purchase 33,000
shares of Common Stock. The option has vested with respect to 11,000
shares, and will vest as to 11,000 shares on each of August 4, 1995 and
1996.
(3) Based on Schedule 13D dated October 20, 1994.
(4) 600 North Brand Boulevard, Glendale, California 91203.
(5) 116 North Robertson Boulevard, Los Angeles, California 90048
* Represents less than one percent of the outstanding shares of Citadel Common
Stock.
6
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Issuances of Stock to Craig Corporation
In October and November 1994, Citadel issued 74,300 shares of Common Stock
and 1,329,114 shares of 3% Cumulative Voting Convertible Preferred Stock to
Craig Corporation. James J. Cotter, Chairman of the Board of Citadel, was, at
the time of such issuances, and currently is, the Chairman of the Board and a
major stockholder of Craig. S. Craig Tompkins, Secretary/Treasurer and
Principal Accounting Officer of Citadel, was, at the time of such issuances,
and currently is, the President and a director of Craig. See "Business of
Citadel Holding Corporation--The Dillon Litigation."
Settlement with Dillon
On April 3, 1995, Citadel, Craig and Roderick H. Dillon and certain of his
affiliates ("Dillon") entered into agreements to settle outstanding litigation
between such parties. At the time of such settlement, Dillon was the beneficial
owner of over 5% of the outstanding Common Stock of Citadel. In connection with
the settlement, Citadel issued to Craig a two-year warrant to purchase 666,000
shares of Common Stock of Citadel that had been tendered to Citadel by Dillon.
See "Business of Citadel Holding Corporation--The Dillon Litigation."
Loan to Richard M. Greenwood
Upon the hiring of Richard M. Greenwood by Citadel and Fidelity in June 1992,
Citadel agreed to fund an interest free loan to Mr. Greenwood in the amount of
$240,000 to replace a similar loan with Mr. Greenwood's prior employer. The
loan began to accrue interest at 9% on February 4, 1995. To date, the
approximate outstanding balance of such loan is $245,000.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A)(1) FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
DESCRIPTION PAGE NO.
----------- --------
<S> <C>
Independent Auditor's Report........................................ F-2
Consolidated Balance Sheets as of December 31, 1994 and 1993........ F-3
Consolidated Statements of Operations for Each of the Three Years in
the Period Ended December 31, 1994................................. F-5
Consolidated Statements of Stockholders' Equity for Each of the
Three Years in the Period Ended December 31, 1994.................. F-6
Consolidated Statements of Cash Flows for Each of the Three Years in
the Period Ended December 31, 1994................................. F-7
Notes to Consolidated Financial Statements.......................... F-9
(A)(2) FINANCIAL STATEMENT SCHEDULE
Financial Statement Schedule III--Real Estate and Accumulated
Depreciation....................................................... II-1
</TABLE>
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1994 (IN THOUSANDS)
<TABLE>
<CAPTION>
COSTS
INITIAL COST CAPITALIZED DECEMBER 31, 1994
------------------- SUBSEQUENT --------------------------------------------
BUILDING AND TO ACCUMULATED
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION LAND BUILDING TOTAL DEPRECIATION NET
----------- ------------ ---- ------------ ----------- ------ -------- ------- ------------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Arboleda $ 4,439 $1,488 $ 4,507 $ $1,488 $ 4,507 $ 5,995 $ 47 $ 5,948
Phoenix, Arizona
Vaselich 4,761 2,917 4,874 2,917 4,874 7,791 72 7,719
Los Angeles, California
Parthenia 261 970 261 970 1,231 15 1,216
Canoga Park, California
Western 3,696 872 4,166 872 4,166 5,038 63 4,975
Harbor City, California
------- ------ ------- ----- ------ ------- ------- ---- -------
$13,896 $5,538 $14,517 $ $5,538 $14,517 $20,055 $197 $19,858
======= ====== ======= ===== ====== ======= ======= ==== =======
</TABLE>
- --------
All of the properties listed above were acquired during 1994. The aggregate
gross cost of property included above for federal income tax purposes
approximated $25,866 as of December 31, 1994.
(B) REPORTS ON FORM 8-K............................................. II-1
(i) The Company filed a Report on Form 8-K on October 20, 1994, reporting on
Item 7, "Financial Statements and Exhibits."
(ii) The Company filed a Report on Form 8-K on October 25, 1994, reporting on
Item 7, "Financial Statements and Exhibits."
(iii) The Company filed a Report on Form 8-K on November 14, 1994, reporting
on Item 5, "Other Events," and Item 7, "Financial Statements and Exhibits."
II-1
<PAGE>
(C) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
3.1 Certificate of Amendment of Restated Certificate of Incorporation of
Citadel Holding Corporation (filed herewith)
3.2 Restated By-laws of Citadel Holding Corporation (filed as Exhibit 3.2
to the Company's Form 10-K for the year ended December 31, 1988, and
incorporated herein by reference)
4.1 Certificate of Designation of the 3% Cumulative Voting Convertible
Preferred Stock of Citadel Holding Corporation (filed as Exhibit 3 to
the Company's Report on Form 8-K, filed on November 14, 1994, and
incorporated herein by reference)
10.1 Form of Investor Purchase Agreement between Fidelity Federal Bank and
the investors (filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1994, and incorporated
herein by reference)
10.2 Settlement Agreement between Fidelity Federal Bank, Citadel Holding
Corporation and certain lenders, dated as of June 3, 1994 (the "Letter
Agreement") (filed as Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1994, and incorporated
herein by reference)
10.3 Amendment No. 1 to the Letter Agreement, dated as of June 30, 1994
(filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, and incorporated herein by
reference)
10.4 Amendment No. 2 to Letter Agreement, dated as of July 28, 1994 (filed
as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, and incorporated herein by reference)
10.5 Amendment No. 3 to Letter Agreement, dated as of August 3, 1994 (filed
as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, and incorporated herein by reference)
10.6 Mutual Release, dated as of August 4, 1994, between Fidelity Federal
Bank, Citadel Holding Corporation and certain lenders (filed as
Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, and incorporated herein by reference)
10.7 Mutual Release between Fidelity Federal Bank, Citadel Holding
Corporation, and The Chase Manhattan Bank, N.A., dated June 17, 1994
(filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, and incorporated herein by
reference)
10.8 Loan and REO Purchase Agreement (Primary), dated as of July 13, 1994,
between Fidelity Federal Bank and Colony Capital, Inc. (filed as
Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, and incorporated herein by reference)
10.9 Deposit Escrow Agreement, dated as of July 13, 1994, among Colony
Capital, Inc., Fidelity Federal Bank, and Morgan Guaranty Trust
Company of New York (filed as Exhibit 10.9 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994, and
incorporated herein by reference)
10.10 Real Estate Purchase Agreement, dated as of August 3, 1994, between
Fidelity Federal Bank and Citadel Realty, Inc. (filed as Exhibit 10.10
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994, and incorporated herein by reference)
10.11 Loan and REO Purchase Agreement (Secondary), dated as of July 12,
1994, between Fidelity Federal Bank and EMC Mortgage Corporation
(filed as Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, and incorporated herein by
reference)
10.12 Deposit Escrow Agreement, dated as of July 13, 1994, between EMC
Mortgage Corporation, Fidelity Federal Bank, and Morgan Guaranty Trust
Company of New York (filed as Exhibit 10.12 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994, and
incorporated herein by reference)
</TABLE>
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10.13 Loan and REO Purchase Agreement (Secondary), dated as of July 21,
1994, between Fidelity Federal Bank and Internationale Nederlanden
(US) Capital Corporation, Farallon Capital Partners, L.P., Tinicum
Partners, L.P. and Essex Management Corporation (filed as Exhibit
10.13 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994, and incorporated herein by reference)
10.14 Deposit Escrow Agreement, dated as of July 21, 1994, between Fidelity
Federal Bank and Internationale Nederlanden (US) Capital Corporation,
Farallon Capital Partners, L.P., Tinicum Partners, L.P., Essex
Management Corporation, and Morgan Guaranty Trust Company of New York
(filed as Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, and incorporated herein by
reference)
10.15 Purchase of Assets and Liability Assumption Agreement by and between
Home Savings of America, FSB and Fidelity Federal Bank, FSB, dated as
of July 19, 1994 (filed as Exhibit 10.15 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994, and
incorporated herein by reference)
10.16 Credit Agreement among Citadel Realty, Inc., Citadel Holding
Corporation and Craig Corporation, dated as of August 2, 1994 (filed
as Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994, and incorporated herein by reference)
10.17 Promissory Note, dated as of August 2, 1994, by Citadel Realty, Inc.
in favor of Craig Corporation (filed as Exhibit 10.17 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, and
incorporated herein by reference)
10.18 Guaranty, dated as of August 2, 1994, by Citadel Holding Corporation
in favor of Craig Corporation (filed as Exhibit 10.18 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, and
incorporated herein by reference)
10.19 Pledge Agreement, dated as of August 2, 1994, between Citadel Holding
Corporation and Craig Corporation (filed as Exhibit 10.19 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994, and incorporated herein by reference)
10.20 Promissory Note, dated August 3, 1994, by Citadel Realty, Inc., in
favor of Fidelity Federal Bank (filed as Exhibit 10.20 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994, and incorporated herein by reference)
10.21 Promissory Note, dated July 28, 1994, by Citadel Realty, Inc. in favor
of Fidelity Federal Bank (filed as Exhibit 10.21 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, and
incorporated herein by reference)
10.22 Guaranty Agreement, dated August 3, 1994, by Citadel Holding
Corporation, in favor of Fidelity Federal Bank (filed as Exhibit 10.22
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994, and incorporated herein by reference)
10.23 Unsecured Environmental Indemnity Agreement dated as of August 3,
1994, by Citadel Realty, Inc., in favor of Fidelity Federal Bank
(filed as Exhibit 10.23 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, and incorporated herein by
reference)
10.24 Unsecured Environmental Indemnity Agreement dated as of July 28, 1994,
by Citadel Realty, Inc. in favor of Fidelity Federal Bank (filed as
Exhibit 10.24 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, and incorporated herein by reference)
10.25 Registration Rights Agreement dated as of June 30, 1994, between
Fidelity Federal Bank, Citadel Holding Corporation and certain holders
of Class C Common Stock of Fidelity Federal Bank (filed as Exhibit
10.25 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994, and incorporated herein by reference)
</TABLE>
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10.26 Stockholders Agreement, dated as of June 30, 1994, between Citadel
Holding Corporation and Fidelity Federal Bank (filed as Exhibit 10.26
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994, and incorporated herein by reference)
10.27 Tax Disaffiliation Agreement, dated as of August 4, 1994, by and
between Citadel Holding Corporation and Fidelity Federal Bank (filed
as Exhibit 10.27 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994, and incorporated herein by reference)
10.28 Option Agreement, dated as of August 4, 1994, by and between Fidelity
Federal Bank and Citadel Holding Corporation (filed as Exhibit 10.28
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994, and incorporated herein by reference)
10.29 Assignment of Option Agreement, dated as of August 4, 1994, by and
between Citadel Holding Corporation and Citadel Realty, Inc. (filed as
Exhibit 10.29 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, and incorporated herein by reference)
10.30 Amendment No. 2 to Executive Employment Agreement, dated as of August
4, 1994, between Richard M. Greenwood and Fidelity Federal Bank (filed
as Exhibit 10.30 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994, and incorporated herein by reference)
10.31 Amended and Restated Term Note, dated October 29, 1992, by Richard M.
Greenwood in favor of Citadel Holding Corporation (filed as Exhibit
10.31 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994, and incorporated herein by reference)
10.32 Letter Agreement dated August 4, 1994, between Richard M. Greenwood
and Citadel Holding Corporation (filed as Exhibit 10.32 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994, and incorporated herein by reference)
10.33 Amended and Restated Charter S of Fidelity Federal Bank (filed as
Exhibit 10.33 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, and incorporated herein by reference)
10.34 Amended Service Agreement between Fidelity Federal Bank and Citadel
Holding Corporation dated as of August 1, 1994 (filed as Exhibit 10.34
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994, and incorporated herein by reference)
10.35 Placement Agency Agreement, dated July 12, 1994 between J.P. Morgan
Securities Inc., Fidelity Federal Bank and Citadel Holding Corporation
(filed as Exhibit 10.35 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, and incorporated herein by
reference)
10.36 Side letter, dated August 3, 1994, between Fidelity Federal Bank and
Citadel Realty, Inc. (filed as Exhibit 10.36 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, and
incorporated herein by reference)
10.37 Stock Exchange and Settlement Agreement, dated April 3, 1995, by and
among Citadel Holding Corporation, Dillon Investors, L.P., a Delaware
partnership, Roderick H. Dillon, Jr., an inidividual, Roderick H.
Dillon, Jr. Foundation, an Ohio trust, and Roderick H. Dillon, Jr.--
IRA (filed as Exhibit 10.1 to the Company's Report on Form 8-K, filed
on April 4, 1995, and incorporated herein by reference)
10.38 Stock Purchase Agreement, dated October 21, 1994, by and between
Citadel Holding Corporation and Craig Corporation, a Delaware
corporation (filed as Exhibit 2 to the Company's Report on Form 8-K,
filed on October 25, 1994, and incorporated herein by reference)
</TABLE>
II-4
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NO. DESCRIPTION
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10.39 Preferred Stock Purchase Agreement, dated November 10, 1994, by and
between Citadel Holding Corporation and Craig Corporation, a Delaware
corporation (filed as Exhibit 2 to the Company's Report on Form 8-K,
filed on November 14, 1994, and incorporated herein by reference)
10.40 Conversion Deferral, Warrant and Reimbursement Agreement, dated as of
April 11, 1995, by and between Citadel Holding Corporation and Craig
Corporation, a Delaware corporation (filed herewith)
10.41 Employment Agreement between Citadel Holding Corporation and Steve
Wesson (filed as Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994, and incorporated
herein by reference)
21 Subsidiaries of the Company (filed herewith)
27 Financial Data Schedule (filed herewith)
</TABLE>
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Citadel Holding Corporation
/s/ Steve Wesson
By __________________________________
Steve Wesson, President and Chief
Executive Officer
Date: May 1, 1995
III-1
