As filed with the Securities and Exchange Commission on July 6, 2001
Registration No. 333-92593
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CITADEL COMMUNICATIONS CORPORATION
CITADEL BROADCASTING COMPANY
CCC CAPITAL TRUST I
CCC CAPITAL TRUST II
(Exact name of each registrant as specified in its charter)
NEVADA 86-0748219
NEVADA 86-0703641
DELAWARE 88-6078421
DELAWARE 88-6078422
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Numbers)
CITY CENTER WEST
7201 WEST LAKE MEAD BOULEVARD
SUITE 400
LAS VEGAS, NEVADA
(702) 804-5200
(Address, Including Zip Code, and
Telephone Number, Including Area Code of
Registrant's Principal Executive Offices)
SANDRA J. HORBACH
PRESIDENT
C/O FORSTMANN LITTLE & Co.
767 FIFTH AVENUE - 44th FLOOR
NEW YORK, NEW YORK 10153
(212) 355-5656
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code of agent for service)
RECENT EVENTS: DE-REGISTRATION
The Registration Statement on Form S-3 (Registration No. 33-92593)
(the "Registration Statement") of Citadel Communications Corporation, a
Nevada corporation ("Citadel Communications"), Citadel Broadcasting
Company, a Nevada corporation, CCC Capital Trust I, a Delaware business
trust, and CCC Capital Trust II, a Delaware business trust (collectively,
the "Citadel Parties"), pertaining to $1,000,000,000 of securities of the
Citadel Parties to which this Post-Effective Amendment relates, was filed
with the Securities and Exchange Commission on December 10, 1999, amended
on January 10, 2000 and declared effective.
On June 26, 2001 (the "Effective Time"), pursuant to the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of January 15, 2001, as
amended, among FLCC Holdings, Inc., a Delaware corporation ("HoldCo"), FLCC
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
HoldCo ("Acquisition Co."), and Citadel Communications, Acquisition Co. was
merged with and into Citadel Communications (the "Merger"), with Citadel
Communications as the surviving corporation.
As a result of the Merger, the Citadel Parties have terminated all
offerings of their respective securities pursuant to the Registration
Statement. In accordance with an undertaking made by the Citadel Parties in
the Registration Statement to remove from registration by means of a
post-effective amendment any securities which remain unsold at the
termination of the offerings, the Citadel Parties hereby remove from
registration all securities under the Registration Statement which remain
unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citadel Communications Corporation certifies that it has
reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on July 5, 2001.
CITADEL COMMUNICATIONS
CORPORATION
By: /s/ Sandra J. Horbach
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Name: Sandra J. Horbach
Title: President
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 2 has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title * Date
- --------- ------- ----
/s/ Sandra J. Horbach President and Director July 5, 2001
- ---------------------------------------
Sandra J. Horbach
/s/ Winston W. Hutchins Vice President, Treasurer July 5, 2001
- --------------------------------------- and Assistant Secretary
Winston W. Hutchins
/s/ Theodore J. Forstmann Director July 5, 2001
- ---------------------------------------
Theodore J. Forstmann
/s/ Gordon A. Holmes Director July 5, 2001
- ---------------------------------------
Gordon A. Holmes
/s/ Lawrence R. Wilson Director July 5, 2001
- ---------------------------------------
Lawrence R. Wilson
* All of the signatories are officers and/or directors of Citadel
Communications Corporation, a Nevada corporation.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citadel Broadcasting Company certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Post-Effective Amendment No. 2 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
New York, State of New York, on July 5, 2001.
CITADEL BROADCASTING COMPANY
By: /s/ Sandra J. Horbach
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Name: Sandra J. Horbach
Title: Executive Vice President
and Assistant Secretary
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 2 has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title * Date
- --------- ------- ----
/s/ Lawrence R. Wilson Chief Executive Officer and Director July 5, 2001
- ---------------------------------------
Lawrence R. Wilson
/s/ Donna L. Heffner Executive Vice President, Chief July 5, 2001
- --------------------------------------- Financial Officer, Secretary and
Donna L. Heffner Director
/s/ Theodore J. Forstmann Director July 5, 2001
- ---------------------------------------
Theodore J. Forstmann
/s/ Gordon A. Holmes Director July 5, 2001
- ---------------------------------------
Gordon A. Holmes
/s/ Sandra J. Horbach Director July 5, 2001
- ---------------------------------------
Sandra J. Horbach
* All of the signatories are officers and/or directors of Citadel
Broadcasting Company, a Nevada corporation.
Pursuant to the requirements of the Securities Act of 1933, as
amended, each of CCC Capital Trust I and CCC Capital Trust II certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 2 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on July 5,
2001.
CCC CAPITAL TRUST I,
a Delaware business trust
By: CITADEL COMMUNICATIONS
CORPORATION, as Depositor
By: /s/ Sandra J. Horbach
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Name: Sandra J. Horbach
Title: President
CCC CAPITAL TRUST II,
a Delaware business trust
By: CITADEL COMMUNICATIONS
CORPORATION, as Depositor
By: /s/ Sandra J. Horbach
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Name: Sandra J. Horbach
Title: President