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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Citadel Communications Corporation
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(Name of Issuer)
Common Stock, per value $.001 per share
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(Title of Class of Securities)
172853202
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(CUSIP Number)
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)
March 19, 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 which 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).
CUSIP NO 172853202
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baker, Fentress & Company
36-0767350
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7
NUMBER OF 1,839,511
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,839,511
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,839,511
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 7.15%
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TYPE OF REPORTING PERSON
14 IV
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This Amendment No. 2 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. 2 amends and supplements the Schedule 13D and should be read in
conjunction therewith.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby supplemented as follows:
As a result of the expiration on December 27, 1998 of the "lockup" period
following the completion of the Company's Offering, BKF will, from time to time,
consider selling shares of Common Stock that it now, or hereinafter owns, in
market transactions, negotiated block transactions, or otherwise depending on
market conditions and BKF's portfolio management needs.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety as follows:
Beginning on March 9, 1999 and ending on March 19, 1999, BKF sold 287,225
shares of Common Stock at prices ranging from $25.50 to $26.75.
BKF has been informed by the Company that as of October 31, 1998, there
were 25,725,271 shares of Common Stock issued and outstanding shares. BKF owns
approximately 7.15% of the outstanding shares of Common Stock. That amount of
shares issued and outstanding does not include (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. The amount of shares of Common
Stock outstanding does include 9,506,561 shares of Common Stock issued on
September 18, 1998 upon the conversion of shares of Convertible Preferred Stock
which were convertible on a one-for-one basis into shares of Common Stock at the
option of the holders thereof.
On June 28, 1996, BKF, along with certain other stockholders of the
Company, entered into a the Third Amended and Restated 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.
Except in connection with the transaction described herein and the
transaction reported in Amendment No. 1 to this Schedule 13D, filed on February
3, 1999, neither BKF nor, to the best of its knowledge, any person listed in
Annex 1 hereto, has effected any transactions in the securities of the Company
during the preceding 60 days.
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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: March 25, 1999
BAKER, FENTRESS & COMPANY
By: /s/ Scott E. Smith
Executive Vice President
