<PAGE> 1
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) June 25, 1999
---------------------
Citadel Communications Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada
- --------------------------------------------------------------------------------
(State of Other Jurisdiction of Incorporation)
000-24515 86-0748219
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
City Center West, Suite 400
7201 West Lake Mead Boulevard
Las Vegas, Nevada 89128
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(702) 804-5200
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE> 2
This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act, 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 Communications Corporation's business. The
words intends, anticipates and similar words are intended to identify
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 Communications' business strategy,
o general economic and business conditions, both nationally and in Citadel
Communications' radio markets,
o Citadel Communications' expectations and estimates concerning future
financial performance, financing plans and the impact of competition,
o anticipated trends in Citadel Communications' 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
Communications 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 June 30, 1999, Citadel Communications Corporation's subsidiary,
Citadel Broadcasting Company, completed its acquisition of substantially all of
the assets of radio stations WSSX-FM, WWWZ-FM, WMGL-FM, WSUY-FM, WNKT-FM,
WTMA-AM, WTMZ-AM and WXTC-AM, Charleston, South Carolina, WHWK-FM, WYOS-FM,
WAAL-FM, WNBF-AM and WKOP-AM, Binghamton, New York, WMDH-FM and WMDH-AM, Muncie,
Indiana and WWKI-FM, Kokomo, Indiana, for an aggregate purchase price, subject
to certain adjustments, of approximately $76.9 million in cash. The assets were
purchased from Wicks Broadcast Group Limited Partnership, WBG License Co.,
L.L.C., Butternut Broadcasting Company, Inc. and WBG Binghamton License Co.,
Inc. Proceeds from Citadel Communications' public offering of shares of its
common stock described in Item 5 of this report were used to fund the
acquisition.
The parties completed this transaction prior to receipt of a final
order from the Federal Communications Commission. Until the order becomes final,
third parties may file a request for reconsideration or judicial review or the
FCC may reconsider the initial grant
<PAGE> 3
on its own motion. Such action could expose the parties to a modification or set
aside of the initial approval. There can be no assurance that a modification or
set aside will not occur.
ITEM 5. OTHER INFORMATION.
On June 25, 1999, Citadel Communications Corporation consummated a
public offering of 11,500,000 shares of its common stock at a public offering
price of $29.25 per share. Of such shares, 5,000,000 shares were sold by Citadel
Communications and 6,500,000 shares were sold by certain stockholders of Citadel
Communications. Estimated net proceeds to Citadel Communications from the
offering were approximately $139.4 million. Of these net proceeds, approximately
$76.9 million (which amount remains subject to certain adjustments) was used to
fund the acquisition described in Item 2 of this report. Citadel Communications
intends to use the remaining net proceeds of the offering to permit its
subsidiary, Citadel Broadcasting Company, to redeem 35% of its outstanding 13
1/4% Exchangeable Preferred Stock and to fund anticipated radio station
acquisitions. Citadel Communications did not receive any of the proceeds from
the sale of shares by the selling stockholders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses to be Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
The following exhibits are filed as part of this report:
2 Asset Purchase Agreement dated November 23, 1998 by and among Wicks
Broadcast Group Limited Partnership, WBG License Co., L.L.C., Butternut
Broadcasting Company, Inc., WBG Binghamton License Co., Inc. and
Citadel Broadcasting Company (incorporated by reference to Exhibit 2.1
to Citadel Communications Corporation's Current Report on Form 8-K/A
filed December 16, 1998).
-2-
<PAGE> 4
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 COMMUNICATIONS
CORPORATION
Date: July 7, 1999 By: /s/ LAWRENCE R. WILSON
------------------------------------------
Lawrence R. Wilson
Chairman, President and Chief Executive
Officer
<PAGE> 5
EXHIBIT INDEX
2 Asset Purchase Agreement dated November 23, 1998 by and among Wicks
Broadcast Group Limited Partnership, WBG License Co., L.L.C., Butternut
Broadcasting Company, Inc., WBG Binghamton License Co., Inc. and
Citadel Broadcasting Company (incorporated by reference to Exhibit 2.1
to Citadel Communications Corporation's Current Report on Form 8-K/A
filed December 16, 1998).
