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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Citadel Communications Corporation
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
172853202
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(CUSIP)
James P. Koeneman
200 West Madison Street, Suite 3510
Chicago, Illinois 60606
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 25, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO 172853202
1) Names of Reporting Persons
IRS Identification No. of Above Persons
Baker, Fentress & Company
36-0767350
2) Check the Appropriate Box if a Member of a Group
(a) [__]
(b) [__]
3) SEC use only
4) Source of Funds
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
Delaware
Number of (7) Sole Voting Power 856,851
Shares Beneficially (8) Shared Voting Power
Owned by Each (9) Sole Dispositive Power 856,851
Reporting Person (10) Shared Dispositive Power
With
11) Aggregate Amount Beneficially Owned by each Reporting Person
856,851
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)
3.26%
14) Type of Reporting Person
IV
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This Amendment No. 3 relates to the Schedule 13D filed by Baker, Fentress &
Company ("BKF") on July 10, 1998 (the "Schedule 13D") relating to the shares of
common stock, $.001 par value per share ("Common Stock") of Citadel
Communications Corporation (the "Company"). All terms used herein unless
otherwise defined shall have the same meaning as in the Schedule 13D. This
Amendment No. 3 amends and supplements the Schedule 13D and should be read in
conjunction therewith.
ITEM 4. PURPOSE OF TRANSACTION
The third paragraph of Item 4 of the Schedule 13D is hereby amended and
restated to read in its entirety as follows:
Scott E. Smith, Executive Vice President of BKF, resigned as a member of
the Board of Directors of the Company and as a member of the Compensation
Committee of the Board of Directors on May 24, 1999. Mr. Smith served as a
member of the Board of Directors of the Company from 1993 (and of the
predecessor of the Company since 1992) through May 24, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety as follows:
On May 14, 1999, BKF sold 2,500 shares of Common Stock at $33.125, 7,000
shares at $32.9375 and 13,994 shares at $32.875.
On June 28, 1996, BKF, along with certain other stockholders of the
Company, entered into a the Third Amended and Restated Registration Rights
Agreement (the "Registration Rights Agreement") with the Company pursuant to
which the Company, under certain circumstances, is required to register their
shares of Common Stock under the Securities Act of 1933. On June 25, 1999, BKF
sold 982,660 shares of Common Stock at $28.08, pursuant to the Registration
Rights Agreement.
BKF owns approximately 3.26% of the outstanding shares of Common Stock
(based on 26,277,723 shares of Common Stock issued and outstanding as of June
24, 1999 as reported by the Company in its Proxy Statement filed with the
Securities and Exchange Commission on June 29, 1999). That amount of shares
issued and outstanding excludes (i) certain shares of Common Stock issuable upon
exercise of options or (ii) shares of Common Stock reserved under the Company's
1996 Equity Incentive Plan and the 1999 Long-Term Incentive Plan.
Except in connection with the transaction described herein and the
transactions reported in Amendment No. 1 to this Schedule 13D, filed on February
3, 1999, and Amendment No. 2 to this Schedule 13D, filed on March 25, 1999,
neither BKF nor, to the best of its knowledge, any person listed in Annex I
hereto, has effected any transactions in the securities of the Company during
the preceding 60 days.
Upon consummation of the transaction described herein, BKF ceased to be the
beneficial owner of more than 5% of the outstanding Common Stock of the Company.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 8, 1999
BAKER, FENTRESS & COMPANY
By: /s/ Scott E. Smith
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Scott E. Smith
Executive Vice President
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ANNEX I
Set forth below are the names and present principal occupation or
employment of each director and executive officer of BKF. Except for the person
whose business address is set forth below following their occupations, the
business address of each of the persons listed below is the same as that set
forth in Item 2.
<TABLE>
<CAPTION>
Position with BKF and Present Principal
Name Occupation and Business Address
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<S> <C>
Frederick S. Addy Director of BKF; retired; 5300 Arbertum
Cove, Austin, TX 78746
Bob D. Allen Director of BKF; Chairman, president, chief
executive officer and director of
Consolidated-Tomoka Land Co.; 149 South
Ridgewood Avenue, Daytona Beach, FL 32124
Eugene V. Fife Director of BKF; President, chief executive
officer and co-chairman of the board of
directors of Multimedia Medical Systems;
400 Ray C. Hunt Drive, Suite 380,
Charlottesville, VA 22903
J. Barton Goodwin Director of BKF; Managing director of BCI
Advisors, Inc.; general partner of Bridge
investors II and Teaneck Associates; member
of GroCap Investors, L.L.C. and Glenpointe
Associates, LLC; Glenpointe Centre West,
Teaneck, NJ 07666
James P. Gorter Director of BKF; Chairman of the board of
BKF
David D. Grumhaus Director of BKF; President of Casey Travel
Corporation; 10 South Riverside Plaza, Room
1404; Chicago, IL 60606
Jeffrey A. Kigner Director of BKF; Co-chairman of LEVCO and
LEVCO Mgmt and chief investment officer of
LEVCO; One Rockefeller Plaza, New York, New
York 10020
John A. Levin Director of BKF; President and chief
executive officer of BKF; co-chairman and
chief executive office of LEVCO and LEVCO
Mgmt; One Rockefeller Plaza, New York, New
York 10020
Burton G. Malkiel Director of BKF; Professor of Economics,
Princeton University; Economics Department,
Fischer Hall, Prospect Avenue, Princeton,
NJ 08544
David D. Peterson Director of BKF; retired; 707 Skokie Blvd.,
Suite 420, Northbrook, IL 60062
William H. Springer Director of BKF; retired; 701 Morningside
Drive, Lake Forest, IL 60045
Dean J. Takahashi Director of BKF; senior director of
investments, Yale University; Yale
University, 230 Prospect St., New Haven
CT 06511
James P. Koeneman Executive vice president and secretary of
BKF
Scott E. Smith Executive vice president of BKF
Julie Heironimus Treasurer and assistant secretary of BKF
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