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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 1, 2000
Citadel Broadcasting Company
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
333-36771 86-0703641
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(Commission File Number) (IRS Employer Identification No.)
City Center West, Suite 400
7201 West Lake Mead Boulevard
Las Vegas, Nevada 89128
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(Address of Principal Executive Offices) (Zip Code)
(702) 804-5200
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(Registrant's Telephone Number, Including Area Code)
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This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
are based largely on current expectations and projections about future events
and financial trends affecting Citadel Broadcasting Company's business. The
words "intends," "believes" and similar words are intended to identify
forward-looking statements. In addition, any statements that refer to
expectations or other characterizations of future events or circumstances are
forward-looking statements. The forward-looking statements in this report are
subject to risks, uncertainties and assumptions including, among other things:
o the realization of Citadel Broadcasting's business strategy,
o general economic and business conditions, both nationally and in
Citadel Broadcasting's radio markets,
o Citadel Broadcasting's expectations and estimates concerning future
financial performance, financing plans and the impact of competition,
o anticipated trends in Citadel Broadcasting's industry, and
o the impact of current or pending legislation and regulation and
antitrust considerations.
In light of these risks and uncertainties, the forward-looking events
and circumstances discussed in this report might not transpire. Citadel
Broadcasting undertakes no obligation to publicly update or revise any
forward-looking statements because of new information, future events or
otherwise.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 1, 2000, Citadel Broadcasting Company completed its
acquisition from Liggett Broadcast, Inc., Rainbow Radio, LLC, New Tower, Inc.
and LLJ Realty, LLC (each, a "Seller") of (i) four FM and two AM radio stations
serving the Lansing/East Lansing, Michigan market, two FM radio stations serving
the Saginaw/Bay City/Midland market and one FM radio station serving the Flint,
Michigan market; (ii) the right to operate one AM radio station serving Flint
under a Time Brokerage Agreement, as well as the right to acquire such station;
and (iii) related assets used or to be used in connection with the operation of
the stations (the "LBI Acquisition"). The aggregate purchase price was
approximately $120.9 million in cash. The purchase price was paid with amounts
borrowed under Citadel Broadcasting's credit facility with Credit Suisse First
Boston, as Lead Arranger, Administrative Agent and Collateral Agent; FINOVA
Capital Corporation, as Syndication Agent; First Union National Bank and Fleet
National Bank, as Documentation Agents; and Credit Suisse First Boston, Bank of
America, N.A., Bank of Montreal, The Bank of New York, Bank of Nova Scotia, The
Chase Manhattan Bank, Credit Industrial et Commercial, FINOVA Capital
Corporation, First Union National Bank, Fleet National Bank, The Industrial Bank
of Japan, Limited, Webster Bank, Michigan National Bank, Natexis Banque
Populaires (formerly known as Natexis Banque BFCE), US Bank National
Association, ING (U.S.) Capital LLC, The Fuji Bank, Limited, Dai-Ichi Kangyo
Bank Ltd., First Hawaiian Bank, General Electric Capital Corporation, Suntrust
Bank, Inc., Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
Nederland", New York Branch, Summit Bank, Royal Bank of Canada, and National
City Bank, as lenders.
In addition to the stations and operating rights acquired in the LBI
Acquisition, Citadel Broadcasting was assigned the rights under a purchase
agreement to acquire the one AM radio station in Flint for which it acquired the
operating rights discussed above. The aggregate consideration paid or to be paid
for this AM radio station, including transaction expenses, is expected to be
less than $0.6 million. The completion of this
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transaction is subject to various conditions. Although Citadel Broadcasting
believes that these closing conditions are generally customary for transactions
of this type, there can be no assurances that the conditions will be satisfied.
Closing of the LBI Acquisition had been delayed as Citadel Broadcasting
received a request for additional information and documents from the United
States Department of Justice relating to stations in Saginaw/Bay City/Midland.
To resolve the Department of Justice's concerns, Citadel Broadcasting agreed to
sell three radio stations serving Saginaw/Bay City/Midland, for which sale an
initial grant was received from the Federal Communications Commission in July
2000. As a result, concurrently with the LBI Acquisition, Citadel Broadcasting
sold to Wilks Broadcasting LLC one of the acquired FM radio stations and one
additional FM radio station and one AM radio station, each serving Saginaw/Bay
City/Midland, for the aggregate sale price of approximately $16.1 million.
Citadel Broadcasting intends to operate the remaining acquired radio stations.
The initial grant from the FCC for the sale of the three stations has
not yet become a final order. Until an order becomes final, third parties may
file a request for reconsideration or judicial review or the FCC may reconsider
the grant on its own motion. Such action could expose Citadel Broadcasting to a
modification or set aside of the initial approval. There can be no assurance
that a modification or set aside will not occur.
Following the closing of the LBI Acquisition, on August 1, 2000, Robert
G. Liggett, Jr., who together with his immediate family members or trusts for
the benefit of his immediate family members directly or indirectly owned at the
time of the LBI Acquisition all or a majority of the equity interests of each
Seller, was appointed as a director of each of Citadel Broadcasting and its
parent, Citadel Communications Corporation.
ITEM 5. OTHER EVENTS
As discussed in Item 2 of this report, on August 1, 2000 Robert G.
Liggett, Jr. was appointed as a director of each of Citadel Communications and
Citadel Broadcasting. On July 26, 2000, each of Ken Maness and Wayne Leland were
appointed as Vice Presidents of each of Citadel Communications and Citadel
Broadcasting. Additionally, Mr. Maness was appointed as President of the
Southeast Region of Citadel Broadcasting and Mr. Leland was appointed as
President of the Northeast Region of Citadel Broadcasting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. The following exhibit is filed as part of this report:
2.1 Asset Purchase Agreement dated December 3, 1999 by and among Liggett
Broadcast, Inc., Rainbow Radio, LLC, New Tower, Inc., LLJ Realty, LLC,
Robert G. Liggett, Jr., Citadel Communications Corporation, Citadel
Broadcasting Company and Citadel License, Inc. (incorporated by
reference to Exhibit 2.5 to Citadel Communications Corporation's
Current Report on Form 8-K filed on December 10, 1999).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CITADEL BROADCASTING COMPANY
Date: August 9, 2000 By: /s/ Lawrence R. Wilson
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Lawrence R. Wilson
Chairman and Chief Executive Officer
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EXHIBIT INDEX
2.1 Asset Purchase Agreement dated December 3, 1999 by and among Liggett
Broadcast, Inc., Rainbow Radio, LLC, New Tower, Inc., LLJ Realty, LLC,
Robert G. Liggett, Jr., Citadel Communications Corporation, Citadel
Broadcasting Company and Citadel License, Inc. (incorporated by
reference to Exhibit 2.5 to Citadel Communications Corporation's
Current Report on Form 8-K filed on December 10, 1999).
