<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 000-24515
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
CITADEL BROADCASTING COMPANY
401(k) RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CITADEL COMMUNICATIONS CORPORATION
CITY CENTER WEST
7201 WEST LAKE MEAD BOULEVARD
SUITE 400
LAS VEGAS, NEVADA 89128
Registrant's telephone number, including area code: (702) 804-5200
Notices and communications from the
Securities and Exchange Commission relative
to this report should be forwarded to:
Lawrence R. Wilson
President and Chief Executive Officer
City Center West
7201 West Lake Mead Boulevard
Suite 400
Las Vegas, Nevada 89128
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CITADEL BROADCASTING COMPANY
401(k) RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits - 2
December 31, 1999 and 1998
Statements of Changes in Net Assets Available for Benefits - 3
Years ended December 31, 1999 and 1998
Notes to Financial Statements 4
Schedule of Assets Held for Investment Purposes at End of Year 10
Signature 11
All other schedules are omitted because they are not required or applicable
under the disclosure requirements of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, as amended.
<PAGE> 3
CITADEL COMMUNICATIONS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999 AND 1998
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
Plan Administrator
Citadel Communications Corporation
401(k) Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
and supplementary schedule of assets held for investment purposes at end of year
of the Citadel Communications Corporation 401(k) Retirement Savings Plan (the
Plan) as of December 31, 1999 and 1998 and the related statements of changes in
net assets available for benefits for each of the years in the two-year period
ended December 31, 1999. These financial statements and supplemental schedule
are the responsibility of the Plan's management.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for each of the years in the two-year period ended December 31, 1999, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at the end of the year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG LLP
Phoenix, Arizona
November 21, 2000, except as to
footnote 7 which is as of
November 29, 2000
1
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CITADEL COMMUNICATIONS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Assets:
Investments:
Common/collective trusts $9,263,316 6,541,020
Participant notes receivable 257,289 260,962
---------- ---------
Total investments 9,520,605 6,801,982
---------- ---------
Receivables:
Employer contributions 39,492 32,276
Participant contributions 126,201 104,676
---------- ---------
Total receivables 165,693 136,952
---------- ---------
Net assets available for benefits $9,686,298 6,938,934
========== =========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 6
CITADEL COMMUNICATIONS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------- ---------
<S> <C> <C>
Additions to net assets available for benefits attributed to:
Investment income:
Interest and dividend income $ 16,389 38,181
Net appreciation in fair value of investments 774,153 593,331
Interest on participants' notes receivable 26,733 14,860
---------- ---------
Total investment income 817,275 646,372
---------- ---------
Contributions:
Participants' 1,892,641 1,592,413
Employer matching 539,446 458,181
Rollovers 592,469 764,063
---------- ---------
Total contributions 3,024,556 2,814,657
---------- ---------
Additions to net assets available for benefits 3,841,831 3,461,029
---------- ---------
Deductions from net assets available for benefits attributed to:
Distributions to and withdrawals by participants 1,045,543 636,705
Administrative expenses 48,924 46,740
---------- ---------
Total deductions 1,094,467 683,445
---------- ---------
Net increase in net assets available for benefits 2,747,364 2,777,584
Net assets available for benefits:
Beginning of year 6,938,934 4,161,350
---------- ---------
End of year $9,686,298 6,938,934
========== =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
CITADEL COMMUNICATIONS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) DESCRIPTION OF PLAN
The following brief description of the Citadel Communications
Corporation 401(k) Retirement Savings Plan (the Plan) is provided for
general information purposes only. Participants should refer to the
Plan agreement for a more complete description of the Plan's
provisions.
(a) GENERAL
The Plan is a defined contribution plan covering all employees
of Citadel Broadcasting Company (Company or Plan sponsor) who
have reached the age of 21 and completed one year of service,
defined as at least 1,000 hours within a twelve-month period.
The Company acts as the Plan Administrator.
(b) ELIGIBILITY AND CONTRIBUTIONS
Participation in the Plan may begin with the first payroll period
in the month following completion of one year of service. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), and the Internal Revenue Code as
amended by the Tax Reform Act of 1986 (IRC) and subsequent
legislation.
Eligible participants may elect to defer up to 20% of their
regular annual earnings on a pretax basis, subject to the maximum
amount allowable by the IRC. Rollover contributions from other
qualified plans are permitted. Each year the Company contributes
to the Plan a matching contribution equal to 100% of the
participant's elective deferral contribution up to 2% of their
regular annual earnings. Additional matching contributions and
employer discretionary contributions may be made each year at the
discretion of the Company's Board of Directors.
(c) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
elective deferral contributions, the employer's matching
contribution, the additional matching contribution, if any, and an
allocation of the employer's discretionary contribution and the
Plan's earnings. The employer discretionary contribution is
allocated to each participant in the ratio that each such
participant's annual pay bears over a defined taxable wage base,
integrated with social security. The Plan's earnings are allocated
to each participant in the ratio that each such participant's
account balance for each fund bears to the total balance in that
fund of all eligible participants on the date of each such
allocation.
(d) VESTING
Participants are immediately vested in elective deferral
contributions and rollover accounts as well as earnings thereon.
At the earliest of the following dates, participants are fully
vested as to Company matching and discretionary contributions and
earnings thereon:
1) date of participant's death
2) date participant incurs a total disability
3) participant's retirement after reaching age 55 and having
completed 6 years of vesting service
(Continued)
4
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CITADEL COMMUNICATIONS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
4) date of plan termination
5) date participant completes 60 months of vesting service and/or
reaches age 65
In the event of severance from service, participants vest as
follows:
VESTING VESTING
SERVICE PERCENTAGE
---------------- ----------------
1 year -
2 years 20%
3 years 40%
4 years 60%
5 years 100%
(e) FORFEITURE ALLOCATION
Forfeitures of nonvested contributions shall be allocated to
eligible participants' accounts in the same manner as employer
elective contributions. There were no unallocated forfeitures at
December 31, 1999 or 1998.
(f) PAYMENT OF BENEFITS
Upon termination of service, demonstrated hardship, retirement or
in the event of death, a participant's account may be distributed
in a lump sum payment equal to the value of the participant's
account balance, as an annuity or in installments.
(g) INVESTMENT FUNDS
All Plan investment funds are offered through a group annuity
contract issued by Principal Life Insurance Company, the custodian
of the Plan.
At the discretion of the participants, investments can be placed
in a general money market account with a guaranteed interest rate
for a specified time period or in pooled separate accounts where
the return is dependent on the return of the entire fund. The
characteristics of the different separate investment accounts as
described by Principal Life Insurance Company are as follows:
o GUARANTEED INTEREST ACCOUNT - the Guaranteed Interest
Account is a part of Principal Life Insurance Company's
General Account. The underlying assets in the General
Account are invested mostly in private placement bonds,
commercial mortgages, and residential mortgages.
o U.S. STOCK ACCOUNT - the U.S. Stock Account invests in
U.S. securities, primarily common stocks.
o MONEY MARKET ACCOUNT - the Money Market Account invests
in money market instruments.
o REAL ESTATE ACCOUNT - the Real Estate Separate Account
invests in owned commercial property.
(Continued)
5
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CITADEL COMMUNICATIONS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
o BOND & MORTGAGE ACCOUNT - the Bond & Mortgage Account
(Primary Separate Account) invests in intermediate-term
fixed-income loans.
o INTERNATIONAL STOCK ACCOUNT - the International Stock
Account invests primarily in common stocks of
corporations located outside the United States. It may
also occasionally invest in preferred stocks or
convertible bonds of these corporations, in U.S. or
non-U.S. securities other than stocks or cash.
o GOVERNMENT SECURITIES ACCOUNT - the Government
Securities Account invests primarily in obligations
issued or guaranteed by the U.S. Government or its
agencies.
o STOCK INDEX 500 ACCOUNT - the Stock Index 500 Account
invests in the common stock of those firms included in
the Standards & Poor's 500 Stock Index.
o MEDIUM COMPANY VALUE ACCOUNT - the Medium Company Value
Account invests primarily in income-producing common
stocks that are undervalued in the marketplace according
to traditional measures of value.
o SMALL COMPANY BLEND ACCOUNT - the Small Company Blend
Account invests primarily in common stocks of smaller
companies whose earnings are expected to grow at above
average rates.
o MEDIUM COMPANY BLEND ACCOUNT - the Medium Company Blend
Account invests primarily in common stocks of large
established companies whose earnings are expected to
grow at above average rates.
o STOCK EMPHASIS BALANCE ACCOUNT - the Stock Emphasis
Balance Account invests primarily in other separate
accounts of Principal Life Insurance Company weighted
toward equity accounts.
o BOND EMPHASIS BALANCE ACCOUNT - the Bond Emphasis
Balance Account (Primary Separate Account) invests in
other separate accounts of Principal Life Insurance
Company weighted towards bonds with four to ten year
maturities.
(h) PARTICIPANT NOTES RECEIVABLE
Participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50
percent of their account balance. Loan terms range from 1-5 years.
The loans are secured by the balance in the participant's account
and bear interest at a rate commensurate with local prevailing
rates as determined quarterly by the Plan Administrator. Interest
rates on loans outstanding as of December 31, 1999 range from 8.25
percent to 12 percent. Principal and interest is paid ratably
through payroll deductions.
(Continued)
6
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CITADEL COMMUNICATIONS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(i) PLAN TERMINATION
Although the Plan Sponsor has not expressed any intent to do so,
the Plan Sponsor has the right under the Plan to terminate the
Plan at any time. Upon any full or partial termination, all
amounts credited to the participants' accounts shall become 100%
vested.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements of the Citadel
Communications Corporation 401(k) Retirement Savings Plan (Plan)
have been prepared on the accrual basis and present the net assets
available for benefits and changes in those net assets.
(b) INVESTMENT VALUATION
The investments, which are held by Principal Life Insurance
Company, are valued at fair market value based on quoted market
prices in an active market, except for the Guaranteed Interest
Account. Assets invested in the Guaranteed Interest Account are
carried at contract value, which represents contributions made
into the contract plus accrued interest. Participant notes
receivable are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date
basis. Change in the market value of investments held at year-end
and realized gains and losses on investment transactions during
the year are reflected in the statement of changes in net assets
available for benefits as net appreciation (depreciation) in fair
value of investments.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend rate.
(c) ADMINISTRATIVE EXPENSES
Expenses related to loan administration are paid out of Plan
assets. Other expenses related to Plan administration are paid by
the Plan sponsor.
(d) TAX STATUS
The Plan is a standardized prototype plan, which has received a
favorable determination letter from the Internal Revenue Service.
The determination letter states that the Plan qualifies under the
applicable provisions of the IRC and is, therefore, exempt from
federal income taxes. The Plan has been amended since its
adoption, however, the Plan Administrator believes the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC.
(e) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(Continued)
7
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CITADEL COMMUNICATIONS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(f) USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan
administrator to make estimates and assumptions that effect the
reported amount of net assets available for benefits and changes
therein. Actual results could differ from those estimates.
(3) IMPLEMENTATION OF ACCOUNTING PRINCIPLE
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure
Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for certain
investments and is effective for plan years ending after December 15,
1999. The Plan adopted SOP 99-3 during the Plan year ended December 31,
1999. Accordingly, information previously required to be disclosed about
participant-directed fund investment programs are not presented in the
Plan's 1999 financial statements. The Plan's 1998 financial statements
have been reclassified to conform to the current year's presentation.
(4) INVESTMENTS
The following table presents the fair value or contract value of
investments as of December 31, 1999 and 1998. Investments with fair
values in excess of 5% of net assets available for benefits are
separately identified:
<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
Guaranteed Interest Account $ 839,297* 704,391*
U.S. Stock Account 2,295,216* 1,934,861*
Money Market Account 375,879 269,888
Real Estate Account 109,718 62,312
Bond & Mortgage Account 417,492 401,137*
International Stock Account 776,483* 532,201*
Government Securities Account 43,050 23,522
Stock Index 500 Account 2,563,941* 1,313,951*
Medium Company Value Account 338,677 279,777
Small Company Blend Account 626,573* 475,427*
Medium Company Blend Account 447,291 290,759
Stock Emphasis Balanced Account 303,992 207,926
Bond Emphasis Balanced Account 125,707 44,868
----------- ---------
$9,263,316 6,541,020
=========== =========
</TABLE>
*The fair value of these investments exceeds 5% of net assets available
for benefits at December 31.
(Continued)
8
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CITADEL COMMUNICATIONS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
During 1999 and 1998, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year)
appreciated in value by $774,153 and $593,331, respectively, as follows:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
U.S. Stock Account $106,771 233,775
Money Market Account 16,463 14,306
Real Estate Account 8,451 3,645
Bond & Mortgage Account (2,147) 27,667
International Stock Account 148,464 41,392
Government Securities Account 191 1,410
Stock Index 500 Account 375,815 255,773
Medium Company Value Account (23,155) 8,420
Small Company Blend Account 70,621 (32,538)
Medium Company Blend Account 48,791 17,246
Stock Emphasis Balanced Account 19,179 19,535
Bond Emphasis Balanced Account 4,709 2,700
-------- -------
$774,153 593,331
======== =======
</TABLE>
(5) REFUND OF EXCESS DEFERRALS
For the Plan year ended December 31, 1999, certain highly compensated
participants' contributions exceeded the $10,000 annual limitation
prescribed by the IRC. These amounts were refunded subsequent to December
31, 1999 in order to comply with the specific contribution limitation
requirements. The refunds amounted to $26,198.
(6) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of pooled separate accounts managed
by Principal Life Insurance Company (Principal). Principal is the
custodian as defined by the Plan, and therefore, these transactions
qualify as party-in-interest.
(7) SUBSEQUENT EVENT - PLAN AMENDMENT
The Plan was amended on November 29, 2000 to be effective as of January
1, 2001, to include an employer stock fund to consist of common stock of
the Company's parent, Citadel Communications Corporation, purchased on
the open market and to allow employees to invest their contributions, as
well as their account balance, in the employer stock fund. Effective as
of January 1, 2001, the Plan will be amended and restated as an
individually designed plan. The Plan Administrator will prepare and file
a determination letter on the amended and restated Plan with the Internal
Revenue Service. The Plan has also been renamed the Citadel Broadcasting
Company 401(k) Retirement Savings Plan.
9
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SCHEDULE I
CITADEL COMMUNICATIONS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
EIN: #86-0703641
Plan Number 002
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
------------- ------------------------------- ------------------------------------------ -------------- --------------
IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT
BORROWER, LESSOR (INCLUDING MATURITY DATE, RATE OF INTEREST, CURRENT
OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE) COST VALUE
------------- ------------------------------- ------------------------------------------ -------------- --------------
<S> <C> <C> <C> <C>
* Principal Life Guaranteed Interest Account
Insurance Co. Pooled Separate Account ** $ 839,297
* Principal Life U.S. Stock Account
Insurance Co. Pooled Separate Account ** 2,295,216
* Principal Life Money Market Account
Insurance Co. Pooled Separate Account ** 375,879
* Principal Life Real Estate Account
Insurance Co. Pooled Separate Account ** 109,718
* Principal Life Bond & Mortgage Account
Insurance Co. Pooled Separate Account ** 417,492
* Principal Life International Stock Account
Insurance Co. Pooled Separate Account ** 776,483
* Principal Life Govt. Securities Account
Insurance Co. Pooled Separate Account ** 43,050
* Principal Life Stock Index 500 Account
Insurance Co. Pooled Separate Account ** 2,563,941
* Principal Life Medium Company Value Account
Insurance Co. Pooled Separate Account ** 338,677
* Principal Life Small Company Blend Account
Insurance Co. Pooled Separate Account ** 626,573
* Principal Life Medium Company Blend Account
Insurance Co. Pooled Separate Account ** 447,291
* Principal Life Stock Emphasis Balanced Account
Insurance Co. Pooled Separate Account ** 303,992
* Principal Life Bond Emphasis Balanced Account
Insurance Co. Pooled Separate Account ** 125,707
* Participant Notes Receivable Interest Rates Range from 8.25% -
12.00% and various maturity dates
0-5 years 0 257,289
----------
$9,520,605
==========
</TABLE>
*Party-in-interest
**Participant-directed investments, cost information is omitted.
See accompanying independent auditors' report.
10
<PAGE> 14
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed by the undersigned thereunto duly
authorized.
CITADEL BROADCASTING COMPANY
401(k) RETIREMENT SAVINGS PLAN
Date: November 30, 2000 By: /s/ DONNA L. HEFFNER
---------------------------
Donna L. Heffner
11
