<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Citadel Communications Corporation
----------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
172853 20 2
--------------
(CUSIP Number)
Copy to:
Lawrence R. Wilson Bryan D. Rosenberger
Citadel Communications Corporation Eckert Seamans Cherin & Mellott, LLC
City Center West 44th Floor, 600 Grant Street
7201 West Lake Mead Blvd. Pittsburgh, PA 15219
Suite 400 (412) 566-6000
Las Vegas, Nevada 89128
(702) 804-5200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 25, 1999
------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
<PAGE> 2
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 172853 20 2
<S> <C> <C>
1. Name of Reporting Person: Rio Bravo Enterprise Associates, L.P.
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Georgia
Number of 7. Sole Voting Power: - 0 -
Shares
Beneficially 8. Shared Voting Power: 2,304,492
Owned by
Each 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: 2,304,492
With
11. Aggregate Amount Beneficially Owned by Each 2,304,492
Reporting Person:
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 7.2%
14. Type of Reporting Person: PN
</TABLE>
<PAGE> 3
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 172853 20 2
<S> <C> <C>
1. Name of Reporting Person: Rio Bravo, Inc.
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Wyoming
Number of 7. Sole Voting Power: - 0 -
Shares
Beneficially 8. Shared Voting Power: 2,304,492
Owned by
Each 9. Sole Dispositive Power: - 0 -
Reporting
Person 10. Shared Dispositive Power: 2,304,492
With
11. Aggregate Amount Beneficially Owned by Each 2,304,492
Reporting Person:
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 7.2%
14. Type of Reporting Person: CO
</TABLE>
<PAGE> 4
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 172853 20 2
<S> <C> <C>
1. Name of Reporting Person: Lawrence R. Wilson
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 57,663
Shares
Beneficially 8. Shared Voting Power: 2,304,492
Owned by
Each 9. Sole Dispositive Power: 57,663
Reporting
Person 10. Shared Dispositive Power: 2,304,492
With
11. Aggregate Amount Beneficially Owned by Each 2,362,155
Reporting Person:
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 7.4%
14. Type of Reporting Person: IN
</TABLE>
<PAGE> 5
This statement amends Items 1, 2, 4, 5, 6 and 7 of the Schedule 13D of
the Reporting Persons (defined below) dated July 7, 1998.
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Schedule 13D
relates is the common stock, par value $0.001 per share (the "Common Stock"), of
Citadel Communications Corporation (the "Company"). The Company's principal
executive offices are located at City Center West, 7201 West Lake Mead
Boulevard, Suite 400, Las Vegas, Nevada 89128.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of (collectively, the "Reporting
Persons") Rio Bravo Enterprise Associates, L.P. ("Rio Bravo, L.P."), a Georgia
limited partnership, Rio Bravo, Inc., a Wyoming corporation and the sole general
partner of Rio Bravo, L.P. and Lawrence R. Wilson. The principal place of
business and executive offices of each of Rio Bravo, L.P. and Rio Bravo, Inc. is
8009 Marbella Circle, Las Vegas, Nevada 89128. Rio Bravo, L.P. is principally
engaged in investment activities. Rio Bravo, Inc. is principally engaged in
acting as managing general partner of Rio Bravo, L.P.
Filed as Schedule I to this Schedule 13D is a list of the executive
officers and directors of Rio Bravo, Inc., including Mr. Wilson, containing the
following information with respect to such persons: (i) name, (ii) business
address and (iii) present principal occupation or employment and the name and,
if different from the person's business address, the address of any other
corporation or other organization in which such employment is conducted. Each
person listed in Schedule I is a United States citizen.
During the past five years, neither the Reporting Persons nor any
person named in Schedule I (based on information provided by such individuals)
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have no present plans or proposals to change the
Company's business, corporate structure, capitalization, management or dividend
policy.
<PAGE> 6
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals which relate to or would result in any of the
following (although the Reporting Persons reserve the right to develop such
plans or proposals or any other plans relating to the Company and to take action
with respect thereto): (i) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (ii)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (iv) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (v) any material
change in the present capitalization or dividend policy of the Company; (vi) any
other material change in the Company's business or corporate structure; (vii)
changes in the Company's certificate of incorporation, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; (viii) causing a class of securities of
the Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (x) any action similar to any of those
enumerated above.
Lawrence R. Wilson is a member of the Board of Directors of the
Company. Mr. Wilson has been a director of the Company since its formation in
1993. Mr. Wilson currently also serves as Chairman, President and Chief
Executive Officer of the Company. Mr. Wilson, in his capacity as an executive
officer and director of the Company, may, from time to time, exercise his
fiduciary obligations by proposing to or planning for the Company to engage in
various transactions.
The Reporting Persons, without the consent of the Company, may purchase
shares of Common Stock in the open market or in private transactions at any
time, and, except as discussed in Item 6, the Reporting Persons may decide to
sell or seek to sell all or a portion of their interests in the Company.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The number of shares of Common Stock issued and outstanding and the
percentage calculations resulting therefrom in this Item 5 are based on the
number of shares of Common Stock outstanding on June 25, 1999 after giving
effect to the Company's public offering of 5,000,000 shares of Common Stock (the
"1999 Offering"). This information has been provided by the Company. Certain
stockholders of the Company, including Rio Bravo, L.P., also sold an aggregate
of 6,500,000 shares of Common Stock in the 1999 offering.
Rio Bravo, L.P. is the record and beneficial owner of 1,788,675 shares
of Common Stock representing approximately 5.7% of the Common Stock outstanding.
Rio Bravo, L.P. also holds options which are currently exercisable or
exercisable within 60 days
<PAGE> 7
of the date of this report to purchase an aggregate of 515,817 shares of Common
Stock, and, therefore, is deemed to beneficially own such shares which represent
approximately 1.6% of the Common Stock outstanding assuming that the 515,817
shares of Common Stock issuable upon exercise of the options are currently
issued and outstanding. Each of the other Reporting Persons may be deemed to
beneficially own and to share voting and dispositive power with Rio Bravo, L.P.
with respect to such 1,788,675 shares and the 515,817 shares which may be
acquired upon exercise of such options. Rio Bravo, L.P. also holds options to
purchase an additional 149,247 shares of Common Stock; however, such options are
not currently exercisable or exercisable within 60 days of the date of this
report.
In addition, Lawrence R. Wilson holds options which are currently
exercisable or exercisable within 60 days of the date of this report to purchase
57,663 shares of Common Stock, and, therefore, is deemed to beneficially own
such shares which represent approximately 0.2% of the Common Stock outstanding,
assuming that the 57,663 shares of Common Stock issuable upon exercise of the
options are currently issued and outstanding. Mr. Wilson also holds options to
purchase an additional 954,221 shares of Common Stock; however, none of such
options are currently exercisable or exercisable within 60 days of the date of
this report, and options granted under the Citadel Communications Corporation
1999 Long-Term Incentive Plan to purchase 875,000 of such shares of Common Stock
are subject to stockholder approval of such plan.
On May 11, 1999, Rio Bravo, L.P. sold 5,000 shares of Common Stock in a
public transaction for $35.25 per share. On May 12, 1999 and May 13, 1999, Rio
Bravo, L.P. sold 5,000 shares of Common Stock and 20,000 shares of Common Stock,
respectively, in public transactions for $34.00 per share. All of these public
transactions were executed on the Nasdaq Stock Market's National Market. On June
25, 1999, Rio Bravo, L.P. sold 450,000 shares of Common Stock in the 1999
Offering for $29.25 per share. Except as indicated herein, none of the persons
listed on Schedule I hereto (based on information provided by such individuals)
presently beneficially own any Common Stock. Except as described herein, no
transactions in Common Stock were effected during the past 60 days by any person
named in Item 2 (based on information provided by such persons).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Rio Bravo, L.P. has agreed with Credit Suisse First Boston Corporation,
the representative of the underwriters of the 1999 Offering, not to sell any
shares of Common Stock until September 19, 1999. Pursuant to a Registration
Rights Agreement dated June 28, 1996, as amended, Rio Bravo, L.P. and Mr. Wilson
have agreed, under certain circumstances, not to sell any shares of Common Stock
for a period of 90 days following registration of shares of Common Stock.
<PAGE> 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement pursuant to Rule 13d-1(k).
B. Third Amended and Restated Registration Rights Agreement dated
June 28, 1996 (and all amendments thereto) by and among the
Company and certain stockholders of the Company (filed with
the Schedule 13D of the Reporting Persons dated July 7, 1998).
<PAGE> 9
SIGNATURES.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
RIO BRAVO ENTERPRISE ASSOCIATES, L.P.
By: Rio Bravo, Inc., its General Partner
July 7, 1999 By: /s/ Lawrence R. Wilson, President
- ------------ ---------------------------------
Date
RIO BRAVO, INC.
July 7, 1999 By: /s/ Lawrence R. Wilson, President
- ------------ -------------------------------------
Date
July 7, 1999 By: /s/ Lawrence R. Wilson
- ------------ -------------------------------------
Date Lawrence R. Wilson
<PAGE> 10
SCHEDULE I
The executive officers and directors of Rio Bravo, Inc. are as follows:
(1) Name: Lawrence R. Wilson, President, Treasurer and a
director of Rio Bravo, Inc.
Address: 8009 Marbella Circle
Las Vegas, Nevada 89128
Present Occupation: Chairman, President and Chief Executive Officer of
Citadel Communications Corporation,
City Center West, 7201 West Lake Mead Boulevard,
Suite 400, Las Vegas, Nevada 89128
(2) Name: Claire L. Wilson, Secretary and a director of
Rio Bravo, Inc.
Address: 8009 Marbella Circle
Las Vegas, Nevada 89128
Present Occupation: None
<PAGE> 11
Exhibit A
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
each of the undersigned entities agrees that the statement to which this Exhibit
is attached is filed on its behalf.
RIO BRAVO ENTERPRISE ASSOCIATES, L.P.
By: Rio Bravo, Inc., its General Partner
July 7, 1999 By: /s/ Lawrence R. Wilson, President
- ------------ ---------------------------------
Date
RIO BRAVO, INC.
July 7, 1999 By: /s/ Lawrence R. Wilson, President
- ---------------- -------------------------------------
Date
July 7, 1999 By: /s/ Lawrence R. Wilson
- ------------ -------------------------------------
Date Lawrence R. Wilson
