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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission file number: 000-24515
CITADEL COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 86-0748219
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
City Center West, Suite 400,
7201 West Lake Mead Blvd., Las Vegas, Nevada 89128
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 804-5200
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __
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As of May 3, 2000, there were 36,855,461 shares of common stock, $.001 par
value per share, outstanding.
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INTRODUCTORY STATEMENT
This report amends Item 6 of Citadel Communications Corporation's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Global Assignment Agreement dated as of February 10,
2000 among Citadel Broadcasting Company, Citadel
Communications Corporation, Credit Suisse First
Boston, as Administrative Agent, Collateral Agent and
Issuing Bank, and the lenders named therein
(incorporated by reference to Exhibit 4.5 to Citadel
Communications Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1999).
4.2 Amended and Restated Credit Agreement dated as of
February 10, 2000 among Citadel Broadcasting Company,
Citadel Communications Corporation, 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 Co-Documentation Agents, and
the lenders named therein (incorporated by reference
to Exhibit 4.6 to Citadel Communications
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999).
27 Financial Data Schedule (incorporated by reference to
Exhibit 27 to Citadel Communications Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000).
(b) Reports on Form 8-K - During the quarter ended March 31, 2000, Citadel
Communications Corporation filed the following reports on Form 8-K.
(i) Form 8-K filed on January 6, 2000 reporting (i) Citadel
Broadcasting's December 23, 1999 acquisition of all the equity
interests of Caribou Communications Co. from CAT Communications,
Inc. and Desert Communications III, the two former equity holders of
Caribou Communications, for approximately $61.5 million in cash and
(ii) the new $400.0 million credit facility signed on December 17,
1999 by and among Citadel Broadcasting Company, Citadel
Communications Corporation and Credit Suisse First Boston, as Lead
Arranger, Administrative Agent and Collateral Agent and the Lenders
named therein.
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Financial Statements - The following financial Statements of Caribou
Communications Co. were included in this report:
Balance Sheets as of September 30, 1999 and 1998 (unaudited)
Statements of Operations for the nine months ended September 30,
1999 and 1998 (unaudited)
Statements of Changes in Partners' Equity for the nine months ended
September 30, 1999 and 1998 (unaudited)
Statements of Cash Flows for the nine months ended September 30,
1999 and 19998 (unaudited)
Notes to Unaudited Financial Statements
Pro Form Financial Information - The following pro forma financial
information of Citadel Communications Corporation and Subsidiary was
reported:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1999
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the nine months ended September 30, 1999
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the twelve months ended December 31, 1998
(ii) Form 8-K filed on January 26, 2000, reporting Citadel Broadcasting's
entry into a definitive stock purchase agreement to purchase all of
the issued and outstanding capital stock of Bloomington Broadcasting
Holdings, Inc.
Financial Statements - The following financial statements of
Bloomington Broadcasting Holdings, Inc. and subsidiaries were
included in this report:
Independent Auditors' Report
Consolidated Balance Sheet as of December 31, 1998
Consolidated Statement of Income for the year ended December 31,
1998
Consolidated Statement of Stockholders' Equity for the year ended
December 31, 1998
Consolidated Statement of Cash Flows for the year ended December 31,
1998
Notes to Consolidated Financial Statements
Consolidated Balance Sheet as of September 30, 1999 (unaudited)
Consolidated Statements of Operations for the nine months ended
September 30, 1999 and 1998 (unaudited)
Consolidated Statements of Stockholders' Equity for the nine months
ended September 30, 1999 (unaudited)
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1999 and 1998 (unaudited)
Notes to Condensed Consolidated Financial Statements (unaudited)
Pro Forma Financial Information - The following pro forma financial
information of Citadel Communications Corporation and subsidiary was
reported:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1999
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the nine months ended September 30, 1999
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the twelve months ended December 31, 1998
(iii) Form 8-K filed on February 8, 2000 in order to furnish an
Underwriting Agreement dated February 8, 2000 among Citadel
Communications Corporation, the several selling stockholders named
therein and Credit Suisse First Boston Corporation, in its own
capacity and as representative of the several underwriters named
therein, and other exhibits for incorporation by reference into the
Registration Statement on Form S-3 of Citadel Communications
Corporation previously filed with the Securities and Exchange
Commission (file no. 333-92593), which Registration Statement was
declared effective by the Commission on January 10, 2000.
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SIGNATURES
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.
CITADEL COMMUNICATIONS CORPORATION
Date: May 22, 2000 By: /s/ LAWRENCE R. WILSON
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Lawrence R. Wilson
Chairman of the Board
Chief Executive Officer and President
(Principal Executive Officer)
Date: May 22, 2000 By: /s/ DONNA L. HEFFNER
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Donna L. Heffner
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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