8-K

 
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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

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                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported):  August 4, 1994



                          CITADEL HOLDING CORPORATION
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             (Exact name of the registrant as specified in charter)



          Delaware                      1-8625                 95-3885184
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(State or other jurisdiction    (Commission File Number)    (I.R.S. Employer 
     of incorporation)                                       of File Number)


   600 North Brand Boulevard, Glendale, CA                     91203-1241
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(Address of principal executive offices)                       (Zip Code)



      Registrant's telephone number, including area code:  (818) 956-7100



                                Not Applicable
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         (Former name or former address, if changed since last report)

                                  Page 1 of 2

 
Item 5.  Other Events.  The Company issued the press release attached hereto as 
- - ------   ------------   Exhibit A on August 4, 1994. 

                                   SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Date:  August 12, 1994            CITADEL HOLDING CORPORATION



                                 By:  STEVE WESSON
                                    --------------------------------------
                                    Steve Wesson
                                    President and 
                                    Chief Executive Officer
                                    

                                  Page 2 of 2

EX-99

 
                                                                      EXHIBIT A

GLENDALE, CALIFORNIA, August 4, 1994 -- Steve Wesson, President and Chief 
Executive Officer of Citadel Holding Corporation ("Citadel") (AMEX:CDL), 
announced today that, as part of the restructuring and recapitalization 
previously disclosed by it and Fidelity Federal Bank ("Fidelity" or the "Bank"),
Fidelity has completed the public offering of approximately 21.8 million new 
shares of primarily voting common stock of the Bank for net proceeds of 
approximately $109 million. Incident to the restructuring and recapitalization, 
Citadel has exchanged its Fidelity common stock for shares of a new class of 
common stock that, with certain exceptions, will be non-voting in nature, but 
that will share pari passu with the newly-issued Fidelity common stock with 
respect to dividends and liquidating distributions. The number of shares of 
non-voting common stock to be retained by Citadel has not been definitively 
determined, but it is currently anticipated that Citadel will retain 
approximately 4.2 million such shares, representing approximately 16.3 percent 
of Fidelity's outstanding common stock.

   Also incident to the restructuring and recapitalization, (i) Citadel 
purchased four REO properties from Fidelity at a bulk sale transfer price of 
approximately $19.8 million, (ii) Citadel sold to Fidelity all of the stock of 
Gateway Investment Services, Inc. at net book value (approximately $1 million), 
and (iii) Citadel received from Fidelity by way of dividend (a) one-year options
to acquire two properties used in the operations of Fidelity (including its 
headquarters building) for approximately $9.2 million and (b) Fidelity's 
interest in a judgment currently on appeal by the defendant therein. The 
property acquisitions were financed by $13.9 million in mortgage loans from
Fidelity and a $6.2 million short term loan from Craig Corporation.

   Steve Wesson has been appointed as the President and Chief Executive Officer
of Citadel. Prior to joining Citadel, Mr. Wesson was the executive principally 
responsible for the restructuring and sale of the United States real estate 
holdings of the Burton Group PLC. Richard M. Greenwood has resigned from Citadel
but will continue as the President and Chief Executive Officer of Fidelity.

   Contact: Steve Wesson, President and Chief Executive Officer of Citadel at 
(818) 549-7450.