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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(RULE 14D-100)

TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

CITADEL BROADCASTING COMPANY
(Name of Subject Company (Issuer))

CITADEL BROADCASTING COMPANY (OFFEROR)
(Names of Filing Persons (identifying status as offeror, issuer or other
person))

13 1/4% SERIES B EXCHANGEABLE PREFERRED STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)

17285E 40 6
(CUSIP Number of Class of Securities)
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LAWRENCE R. WILSON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CITADEL BROADCASTING COMPANY
CITY CENTER WEST, SUITE 400
7201 WEST LAKE MEAD BOULEVARD
LAS VEGAS, NEVADA 89128
(702) 804-5200

(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of filing persons)

WITH COPIES TO:

BRYAN D. ROSENBERGER, ESQ. ROBERT C. SCHWENKEL, ESQ.
ECKERT SEAMANS CHERIN & MELLOTT, LLC FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
44TH FLOOR, 600 GRANT STREET ONE NEW YORK PLAZA
PITTSBURGH, PA 15219 NEW YORK, NEW YORK 10004-1980
(412) 566-6000 (212) 859-8000

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CALCULATION OF FILING FEE

TRANSACTION VALUATION* AMOUNT OF FILING FEE

$120,286,166 $24,057

* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes the purchase of 1,000,791.79 shares of 13 1/4% Series B
Exchangeable Preferred Stock, without par value, at an assumed tender offer
price of $120.191 per share. The amount of the filing fee, calculated in
accordance with Rule 0-11 under the Securities Exchange Act of 1934, as
amended, equals 1/50 of one percent of the aggregate of the cash offered by
the Offeror.

/ / Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.

/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

/ / third-party tender offer subject to Rule 14d-1.

/X/ issuer tender offer subject to Rule 13e-4.

/ / going-private transaction subject to Rule 13e-3.

/ / amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /

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INTRODUCTION

This Issuer Tender Offer Statement on Schedule TO relates to the tender
offer by Citadel Broadcasting Company, a Nevada corporation (the "Company"), to
purchase all outstanding shares of its 13 1/4% Series B Exchangeable Preferred
Stock, without par value (the "Preferred Stock"). The Company is:

- offering to purchase shares of Preferred Stock for a total purchase price
per share (the "Offer Consideration"), calculated in accordance with
Schedule I of the Offer to Purchase for Cash and Consent Solicitation
Statement, a copy of which is filed as Exhibit (a)(1)(A) hereto, equal to:

- the present value, as of the payment date, of the dividends accruing
from and including the payment date up to but not including January 1,
2002, the first date on which it is assumed that dividends will be paid
in cash, determined on the basis of the Fixed Spread Yield (as defined
below); PLUS

- the present value, as of the payment date, of the dividends accruing
from and including January 1, 2002 up to but not including July 1,
2002, the second date on which it is assumed that dividends will be
paid in cash, determined on the basis of the Fixed Spread Yield; PLUS

- the present value, as of the payment date, of the redemption payment on
the earliest redemption date, which is 107.729% of the then effective
liquidation preference per share of Preferred Stock on July 1, 2002,
which amount does not include accrued dividends payable on July 1,
2002, determined on the basis of the Fixed Spread Yield; DIVIDED BY

- the aggregate number of shares of Preferred Stock then outstanding;
MINUS

- the consent payment of $2.00 per share of Preferred Stock; and

- soliciting consents from the holders of shares of Preferred Stock to amend
substantially all of the restrictive covenants contained in the
Certificate of Designations for the Preferred Stock.

For purposes of calculating the Offer Consideration, the "Fixed Spread
Yield" shall equal the sum of:

- the yield on the 6 3/8% U.S. Treasury Note due June 30, 2002, as
calculated by the dealer manager in accordance with standard market
practice, based on the offer price for such reference security as of
2:00 p.m., New York City time, on June 11, 2001, or the "price
determination date," which will be the eleventh business day immediately
preceding the scheduled expiration date, as displayed on the applicable
page of the Bloomberg Government Pricing Monitor (or, if any relevant
price is not available on a timely basis on the Bloomberg Page or is
manifestly erroneous, such other recognized quotation source as the dealer
manager shall select in its sole discretion); and

- a fixed spread of 150 basis points.

The Company's offer is made on the terms and subject to the conditions set
forth in the Offer to Purchase for Cash and Consent Solicitation Statement,
dated May 4, 2001, and in the related Consent and Letter of Transmittal, which,
as amended or supplemented from time to time, together constitute the tender
offer.

This Issuer Tender Offer Statement on Schedule TO is filed in satisfaction
of the reporting requirements of Rule 13e-4(c)(2) promulgated under the
Securities Exchange Act of 1934, as amended.

The information in the Offer to Purchase for Cash and Consent Solicitation
Statement and the related Consent and Letter of Transmittal, copies of which are
filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(2), respectively, is
incorporated in this Schedule TO by reference, in answer to Items 1 through 11
of this Issuer Tender Offer Statement on Schedule TO, except that such
information is hereby supplemented to the extent specifically provided herein.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

The information regarding the filing person's directors and executive
officers is as follows:

DIRECTORS BUSINESS ADDRESS AND TELEPHONE NUMBER
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Lawrence R. Wilson............. c/o Citadel Broadcasting Company
Chairman of the Board and City Center West, Suite 400
Chief Executive Officer 7201 West Lake Mead Boulevard
Las Vegas, Nevada 89128
(702) 804-5200

Robert F. Fuller............... 44 Merrimac Street, 2nd Floor
P.O. Box 820
Newburyport, MA 01950
(978) 462-1229

Ike Kalangis................... c/o Citadel Broadcasting Company
City Center West, Suite 400
7201 West Lake Mead Boulevard
Las Vegas, Nevada 89128
(702) 804-5200

Ted L. Snider, Sr.............. c/o Citadel Broadcasting Company
City Center West, Suite 400
7201 West Lake Mead Boulevard
Las Vegas, Nevada 89128
(702) 804-5200

John E. von Schlegell.......... Endeavour Capital
Public Service Building
920 SW Sixth Avenue, Suite 1400
Portland, OR 97204-1203
(503) 223-2721

Robert G. Liggett, Jr.......... 625 Lake Shore Rd.
Grosse Pointe Shores, MI 48236
(313) 884-6320

The business address and telephone number for each of the following
executive officers of the Company is: c/o Citadel Broadcasting Company, City
Center West, Suite 400, 7201 West Lake Mead Boulevard, Las Vegas, Nevada 89128,
(702) 804-5200.

EXECUTIVE OFFICERS

Lawrence R. Wilson, Chairman and Chief Executive Officer

Donna L. Heffner, Executive Vice President, Chief Financial Officer and
Secretary

D. Robert Proffitt, President and Chief Operating Officer

Stuart R. Stanek, Executive Vice President and President of East Division

Peter J. Benedetti, Executive Vice President and President of West Division

Kenneth H. Maness, Executive Vice President and President of Southeast
Division

Wayne P. Leland, Executive Vice President and President of Northeast
Division

Kenneth R. Benson, Executive Vice President

Randy L. Taylor, Vice President--Finance

ITEM 4. TERMS OF THE TRANSACTION.

(b) Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

The information contained under the heading "Description of the Notes" and
"Description of the Exchangeable Preferred Stock and Exchange
Debentures--Exchange Debentures" in the Company's Prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b)(3) of the Securities
Act of 1933, as amended, on December 30, 1997 is hereby incorporated by
reference.

The information contained under the heading "Description of the Notes" in
the Company's Prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, on
February 18, 1999 is hereby incorporated by reference.

On October 2, 2000, the Company and Citadel Communications Corporation
("Citadel") entered into the Second Amended and Restated Credit Agreement (the
"Existing Credit Facility") with the lenders named therein, Credit Suisse First
Boston ("CSFB") as the issuing bank, administrative agent and collateral agent
for the lenders, FINOVA Capital Corporation as syndication agent, and First
Union National Bank and Fleet National Bank as documentation agents. The
Existing Credit Facility replaced the Company's original credit facility, dated
December 17, 1999, among the Company, CSFB and the other parties named therein.

In connection with the Existing Credit Facility, the Company also entered
into, and remains a party to, the Security Agreement, dated as of December 17,
1999 (the "Security Agreement"), with Citadel and CSFB, as collateral agent.
Under the Security Agreement, the Company and Citadel granted to CSFB as
collateral agent for the benefit of the secured parties a first priority
security interest in all of the Company's and Citadel's existing and
after-acquired property, including, without limitation, accounts, machinery,
equipment, general intangibles, inventory, real estate, investment property and
proceeds of the foregoing. The Security Agreement contains certain customary
representations and warranties, covenants and events of default. The preceding
description is qualified in its entirety by reference to the Security Agreement,
a copy of which is filed as Exhibit (d)(10) to this Issuer Tender Offer
Statement on Schedule TO.

In connection with the Existing Credit Facility, the Company also entered
into, and remains a party to, the Pledge Agreement, dated as of December 17,
1999 (the "Existing Pledge Agreement"), with Citadel and CSFB, as collateral
agent. Pursuant to the Existing Pledge Agreement, the Company and Citadel
granted a first priority pledge for the benefit of the secured parties on all of
the Company's and Citadel's existing and after-acquired equity and debt
securities, other than the Preferred Stock, and on all of the Company's equity
interests in third parties. The Existing Pledge Agreement contains certain
customary representations and warranties, covenants and events of default and
provides that, upon the occurrence and continuance of an event of default and,
subject to certain conditions, CSFB shall have the sole and exclusive right and
authority to exercise the voting and consensual rights and powers relating to
all securities pledged thereunder. The preceding description of the Existing
Pledge Agreement is qualified in its entirety by reference to the Existing
Pledge Agreement, a copy of which is filed as Exhibit (d)(11) to this Issuer
Tender Offer Statement on Schedule TO.

In connection with the Existing Credit Facility, Citadel entered into, and
remains a party to, the Parent Guarantee Agreement, dated as of December 17,
1999 (the "Existing Guarantee Agreement"), with CSFB, as collateral agent,
pursuant to which Citadel unconditionally guaranteed the Company's obligations
under the Existing Credit Facility. The preceding description is qualified in
its entirety by reference to the Existing Guarantee Agreement, a copy of which
was filed as Exhibit 10.1 to Citadel's Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 6, 2000.

The Security Agreement, Existing Pledge Agreement and Existing Guarantee
Agreement relating to the Existing Credit Facility will be terminated upon the
completion of the merger of FLCC Acquisition Corp. with and into Citadel, at
which time the Company will become a party to the Credit Agreement, dated as of
April 3, 2001, among the Company, FLCC Acquisition Corp., to be merged with and
into Citadel, FLCC Holdings, Inc., The Chase Manhattan Bank as Administrative
Agent, The Bank of Nova Scotia and First Union National Bank as Syndication
Agents (the "Credit Agreement").

In connection with the Credit Agreement, the Company will also enter into a
pledge agreement in favor of The Chase Manhattan Bank, as administrative agent
for the lenders under the Credit Agreement (the "Company Pledge Agreement").
Pursuant to the Company Pledge Agreement, the Company will pledge for the
benefit of the lenders under the Credit Agreement all of the Company's right,
title and interest in existing or after-acquired equity securities including any
property, accounts or other assets arising out of the Company's ownership of
membership interests in limited liability companies and all promissory notes
issued to the Company by its subsidiaries. The Company Pledge Agreement will
contain certain customary representations and warranties, covenants and events
of default and, subject to certain conditions, The Chase Manhattan Bank will
have the right to receive any distributions made on the pledged securities and
to exercise all voting and other rights and privileges relating to the pledged
securities. The preceding description of the Company Pledge Agreement is
qualified in its entirety by reference to the Company Pledge Agreement, a form
of which is filed as Exhibit (d)(13) to this Issuer Tender Offer Statement on
Schedule TO.

In connection with the Credit Agreement, Citadel will also enter into a
pledge agreement in favor of The Chase Manhattan Bank, as administrative agent
for the lenders under the New Credit Agreement (the "Citadel Pledge Agreement").
Pursuant to the Citadel Pledge Agreement, Citadel will pledge for the benefit of
the lenders under the Credit Agreement all of its right, title and interest in
all equity securities of the Company and the note to be issued by the Company to
Citadel in connection with the merger. The Citadel Pledge Agreement will contain
certain customary representations and warranties, covenants and events of
default and, subject to certain conditions, The Chase Manhattan Bank will have
the right to receive any distributions made on the pledged securities and to
exercise all voting and other rights and privileges relating to the pledged
securities. The preceding description of the Citadel Pledge Agreement is
qualified in its entirety by reference to the Citadel Pledge Agreement, a form
of which is filed as Exhibit (d)(14) to this Issuer Tender Offer Statement on
Schedule TO.

In connection with the Credit Agreement, Citadel will also enter into a
guarantee agreement in favor of The Chase Manhattan Bank, as administrative
agent for the lenders under the Credit Agreement (the "Guarantee Agreement").
Pursuant to the Guarantee Agreement, Citadel will unconditionally and
irrevocably guarantee the Company's obligations under the Credit Agreement. The
preceding description of the Guarantee Agreement is qualified in its entirety by
reference to the Guarantee Agreement, a form of which is filed as
Exhibit (d)(15) to this Issuer Tender Offer Statement on Schedule TO.

The Company and Citadel will execute the Company Pledge Agreement, the
Citadel Pledge Agreement and the Guarantee Agreement, as applicable, upon the
completion of the merger, at which time the Company will become a party to the
Credit Agreement.

ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.

(b) The Company intends to hold in treasury the shares of
Preferred Stock acquired in the tender offer.
(c)(1)-(2) Not applicable.
(c)(4)-(5) Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) Not applicable.

(b) Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

(a)(3) Not applicable.

(a)(4) Not applicable.

ITEM 12. EXHIBITS

(a)(1)(A) Offer to Purchase for Cash and Consent Solicitation
Statement, dated May 4, 2001.

(a)(1)(B) Notice of Guaranteed Delivery.

(a)(1)(C) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated May 4, 2001.

(a)(1)(D) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated May 4,
2001.

(a)(1)(E) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.

(a)(2) Consent and Letter of Transmittal.

(a)(5) Press Release, dated May 4, 2001.

(b) Credit Agreement dated as of April 3, 2001, by and among
FLCC Holdings, Inc., FLCC Acquisition Corp., The Chase
Manhattan Bank and certain lenders listed therein.

(d)(1) Agreement and Plan of Merger by and between Citadel
Communications Corporation and FLCC Holdings, Inc., dated as
of January 15, 2001 (incorporated by reference to Annex A to
Citadel Communications Corporation's Proxy Statement on
Schedule 14A filed March 26, 2001).

(d)(2) Amendment No. 1 to Merger Agreement, dated as of March 13,
2001 (incorporated by reference to Annex A-1 to Citadel
Communications Corporation's Proxy Statement on Schedule 14A
filed March 26, 2001).

(d)(3) Letter Agreement, dated January 15, 2001, between FLCC
Holdings, Inc. and Citadel Communications Corporation
(incorporated by reference to Annex B to Citadel
Communications Corporation's Proxy Statement on Schedule 14A
filed March 26, 2001).

(d)(4) Guarantee, dated January 15, 2001, of Forstmann Little & Co.
Subordinated Debt and Equity Management Buyout
Partnership--VII, L.P. and Forstmann Little & Co. Equity
Partnership--VI, L.P. (incorporated by reference to Annex C
to Citadel Communications Corporation's Proxy Statement on
Schedule 14A filed March 26, 2001).

(d)(5) Letter Agreement, dated March 22, 2001, between FLCC
Holdings, Inc. and Citadel Communications Corporation
(incorporated by reference to Annex D to Citadel
Communications Corporation's Proxy Statement on
Schedule 14A filed March 26, 2001).

(d)(6) Indenture, dated as of July 1, 1997, among Citadel
Broadcasting Company, Citadel License, Inc. and The Bank of
New York, as Trustee, with the forms of 10 1/4% Senior
Subordinated Notes due 2007 and 10 1/4% Series B Senior
Subordinated Notes due 2007 included therein (incorporated
by reference to Exhibit 4.1 to Citadel Broadcasting
Company's Registration Statement No. 333-36771 on Form S-4).

(d)(7) Indenture, dated as of July 1, 1997, among Citadel
Broadcasting Company, Citadel License, Inc. and The Bank of
New York, as Trustee, with the forms of 13 1/4% Exchange
Debentures due 2009 and 13 1/4% Series B Exchange Debentures
due 2009 included therein (incorporated by reference to
Exhibit 4.2 to Citadel Broadcasting Company's Registration
Statement No. 333-36771 on Form S-4).

(d)(8) Indenture, dated as of November 19, 1998, among Citadel
Broadcasting Company, Citadel License, Inc. and The Bank of
New York, as Trustee, with the form of 9 1/4% Senior
Subordinated Notes due 2008 included therein (incorporated
by reference to Exhibit 4.1 to Citadel Communications
Corporation's Current Report on Form 8-K filed November 30,
1998).

(d)(9) Amended and Restated Credit Agreement, dated as of
October 2, 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
Documentation Agents, and the lenders named therein
(incorporated by reference to Exhibit 4.1 to Citadel
Broadcasting Company's Current Report on Form 8-K filed
October 17, 2000).

(d)(10) Security Agreement, dated as of December 17, 1999, among
Citadel Communications Corporation, Citadel Broadcasting
Company and Credit Suisse First Boston, as Collateral Agent.

(d)(11) Pledge Agreement, dated as of December 17, 1999, among
Citadel Broadcasting Company, Citadel Communications
Corporation and Credit Suisse First Boston, as Collateral
Agent.

(d)(12) Parent Guarantee Agreement, dated as of December 17, 1999,
between Citadel Communications Corporation and Credit Suisse
First Boston, as Collateral Agent (incorporated by reference
to Exhibit 10.1 to Citadel Communications Corporation's
Current Report on Form 8-K filed January 6, 2000).

(d)(13) Form of Pledge Agreement, to be made by Citadel Broadcasting
Company in favor of The Chase Manhattan Bank, as
administrative agent for the lenders parties to the Credit
Agreement, dated as of April 3, 2001.

(d)(14) Form of Intermediate Holding Pledge Agreement, to be made by
Citadel Communications Corporation in favor of The Chase
Manhattan Bank, as administrative agent for the lenders
parties to the Credit Agreement, dated as of April 3, 2001.

(d)(15) Form of Intermediate Holding Guarantee, to be made by
Citadel Communications Corporation in favor of The Chase
Manhattan Bank, as administrative agent for the banks and
other financial institutions parties to the Credit
Agreement, dated as of April 3, 2001.

(g) Not applicable.

(h) Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

CITADEL BROADCASTING COMPANY

By: /s/ LAWRENCE R. WILSON
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Name: Lawrence R. Wilson
Title: Chairman and Chief Executive
Officer

Dated: May 4, 2001

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
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