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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2000
CITADEL HOLDING CORPORATION
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(Exact name of registrant as specified in its charter)
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<CAPTION>
Nevada 1-8625 95-3885184
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<S> <C> <C>
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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550 South Hope Street, Suite 1825
Los Angeles, CA 90071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 239-0540
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 4, 2000 ("Effective Date"), Citadel Holding Corporation, a
Nevada corporation (the "Company"), and its parent corporation, Citadel Holding
Corporation, a Delaware corporation ("Citadel-Delaware"), completed a merger
(the "Merger") of Citadel-Delaware with and into the Company, with the Company
being the surviving corporation with a domicile in Nevada.
In accordance with the Agreement and Plan of Merger between the companies,
the Company succeeded to all of the assets and liabilities of its former parent.
Upon the Effective Date of the Merger, each share of Common Stock of Citadel-
Delaware existing immediately before the reincorporation was converted into .8
share of the Company's Class A Nonvoting Common Stock ("Class A Stock") and .2
share of the Company's Class B Voting Common Stock ("Class B Stock"). As the
shares of Class A Stock and Class B Stock were issued in the same proportion to
each stockholder, the voting interest represented by each shareholder's Class B
Stock is equal to the voting interest represented by such stockholder's Common
Stock immediately prior to the reincorporation.
The stockholders of Citadel-Delaware are not required to take any action to
effect the conversion from Common Stock to the Class A Stock and Class B Stock.
However, ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon"), as exchange
agent, is conducting a mandatory exchange of the Common Stock certificates for
certificates representing the Class A Stock and the Class B Stock. ChaseMellon
is sending written notice to stockholders of record regarding the certificate
exchange. No fractional shares will be issued. ChaseMellon will distribute,
from funds deposited by the Company, a cash payment in lieu of fractional shares
based on the rate of $3.10 per whole share. Said rate is the average closing
price of the Citadel-Delaware Common Stock for the ten trading days immediately
prior to the Effective Date.
Pursuant to Regulation 12g-3(a) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the Class A Stock and the Class B Stock of the
Company are deemed to be registered pursuant to Section 12(b) of the Exchange
Act. In addition, Company has assumed all registration statements and reports
filed by Citadel-Delaware under the either the Exchange Act or the Securities
Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CITADEL HOLDING CORPORATION
Date: January 20, 2000 By: /s/ S Craig Tompkins
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S Craig Tompkins
Vice Chairman
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