Exhibit (a)(1)(B)
NOTICE OF GUARANTEED DELIVERY
OF
CITADEL BROADCASTING COMPANY
IN RESPECT OF
13 1/4% SERIES B EXCHANGEABLE PREFERRED STOCK
PURSUANT TO THE
OFFER TO PURCHASE FOR CASH AND CONSENT SOLICITATION STATEMENT,
DATED MAY 4, 2001
THE DEPOSITARY FOR THE OFFER
AND THE CONSENT SOLICITATION IS:
THE BANK OF NEW YORK
BY REGISTERED OR CERTIFIED BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT DELIVERY:
MAIL:
The Bank of New York (212) 815-6339 The Bank of New York
101 Barclay Street, 7E 101 Barclay Street
New York, NY 10286 Corporate Trust Services Window
CONFIRM BY TELEPHONE OR New York, NY 10286
Attention: FOR INFORMATION CALL: Attention:
William Buckley William Buckley William Buckley
Reorganization Department (212) 815-5788 Reorganization Department
Any questions concerning tender procedures may be directed to Innisfree M&A
Incorporated, who is acting as Information Agent for the Offer and Consent
Solicitation, toll-free at (888) 750-5834. Banks and brokers may call collect at
(212) 750-5833.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.
SHARES MUST BE RECEIVED BY THE BANK OF NEW YORK, AS DEPOSITARY (THE
"DEPOSITARY"), WITHIN TWO BUSINESS DAYS AFTER THE EXECUTION HEREOF.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY AT OR PRIOR TO THE CONSENT
DATE WILL NOT EFFECT TIMELY DELIVERY FOR PURPOSES OF ELIGIBILITY TO RECEIVE THE
CONSENT PAYMENT. THE GUARANTEED DELIVERY PROCESS CANNOT BE USED PRIOR TO THE
CONSENT DATE AND SUCH USE WILL RESULT IN SUCH HOLDER BEING INELIGIBLE TO RECEIVE
THE CONSENT PAYMENT WITH RESPECT TO THE SHARES SO DELIVERED.
This form or one substantially equivalent hereto may be used AFTER the
Consent Date to accept the Offer if certificates for the outstanding shares
(collectively, the "Shares") of 13 1/4% Series B Exchangeable Preferred Stock
(the "Preferred Stock") of Citadel Broadcasting Company, a Nevada corporation
(the "Company"), cannot be delivered along with other required documents to the
Depositary or if the procedure for book-entry transfer as set forth in the Offer
to Purchase for Cash and Consent Solicitation Statement of the Company, dated
May 4, 2001 (the "Offer to Purchase"), cannot be completed prior to the
Expiration Date. This form may be delivered by the methods and to the addresses
or facsimile number above, and must include a guarantee by an Eligible
Institution (as defined below) in the form set forth at the end of this Notice
of Guaranteed Delivery (this "Notice of Guaranteed Delivery"). See "Procedures
for Tendering Shares and Consenting to the Proposed Amendments--Guaranteed
Delivery" in the Offer to Purchase.
This form is not to be used to guarantee signatures. If a signature on a
Consent and Letter of Transmittal (the "Consent and Letter of Transmittal") is
required to be guaranteed by an Eligible Institution under the instructions
thereto, such signature guarantee must appear in the applicable space provided
in the Consent and Letter of Transmittal.
All capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Offer to Purchase.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Offer to Purchase and the accompanying
Consent and Letter of Transmittal, receipt of which is hereby acknowledged, the
Shares specified below pursuant to the guaranteed delivery procedure set forth
in the Offer to Purchase under the caption entitled "Procedures for Tendering
Shares and Consenting to the Proposed Amendments--Guaranteed Delivery."
The undersigned understand(s) that payment by the Depositary for Shares
tendered and accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of such Shares (or book-entry confirmation of
the transfer of such Shares into the Depositary's account at The Depository
Trust Company ("DTC")) and a Consent and Letter of Transmittal (or a manually
signed facsimile thereof) with respect to such Shares properly completed and
duly executed with any required signature guarantees and any other documents
required by the Consent and Letter of Transmittal.
The undersigned understands that holders who desire to tender their Shares
pursuant to the Offer are required to consent to the Proposed Amendments (as
defined in the Consent and Letter of Transmittal) with respect to such Shares.
Accordingly, by tendering any Shares pursuant to the Offer, the undersigned
hereby consents to the Proposed Amendments with respect to such Shares.
The undersigned understands that, by execution and delivery hereof prior to
July 1, 2001, the undersigned shall be deemed to have tendered the undersigned's
right to any and all Shares that the undersigned has the right to receive as
payment-in-kind dividends declared payable on, or will receive as
payment-in-kind dividends issued on, the undersigned's Shares that are being
tendered hereby.
The undersigned acknowledges that use of the guaranteed delivery process
will result in the undersigned being ineligible to receive the Consent Payment
with respect to the Shares so delivered which might otherwise be paid.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to give the Consent to the Proposed Amendments. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or the Company to be necessary or desirable for the
delivery of the undersigned's Consent.
The undersigned authorizes the Depositary to deliver this Notice of
Guaranteed Delivery to the Company and The Bank of New York, as Depositary, with
respect to Shares tendered pursuant to the Offer and the Consent Solicitation as
evidence of the undersigned's Consent and as certification of the receipt of a
portion of the requisite Consents necessary to adopt the Proposed Amendments.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
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SHARES OF PREFERRED STOCK TENDERED
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
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CERTIFICATE NUMBER(S) (IF AVAILABLE)
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
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PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or Dated: , 2001
Authorized Signatory: Address(es):
Name(s) of Registered Holder(s): Area Code and Telephone No.:
If Shares will be delivered by book-entry
transfer
at DTC, check this box: / /
DTC Account No:
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This Notice of Guaranteed Delivery must be signed by the holder(s) exactly
as the name(s) of the holder(s) appear(s) on the certificates for such Shares
or, if tendered by a participant in DTC, exactly as such participant's name
appears on a security position listing as the owner of Shares, or by person(s)
authorized to become holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent or
other person acting in a fiduciary or representative capacity, such person must
provide the following information:
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): _______________________________________________________________________
________________________________________________________________________________
Capacity: ______________________________________________________________________
Address(es): ___________________________________________________________________
(INCLUDE ZIP CODE)
DO NOT SEND SHARES WITH THIS FORM. SHARES SHOULD BE SENT DIRECTLY TO THE
DEPOSITARY TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED CONSENT AND
LETTER OF TRANSMITTAL.
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GUARANTEE
(Not to be used for guarantees of signatures)
The undersigned, a recognized member of the Medallion
Signature Guarantee Program or any other "eligible guarantor
institution," as such term is defined in Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as
amended (each an "Eligible Institution"), hereby
(i) represents that the above-named persons are deemed to
own the Shares tendered hereby within the meaning of
Rule 14e-4 promulgated under the Securities Exchange Act of
1934, as amended, (ii) represents that such tender of Shares
complies with Rule 14e-4 and (iii) guarantees that the
Shares tendered hereby in proper form for transfer (pursuant
to the procedures set forth in the Offer to Purchase under
the caption "Procedures for Tendering Shares and Consenting
to the Proposed Amendments--Guaranteed Delivery"), together
with a properly completed and duly executed Consent and
Letter of Transmittal (or manually signed facsimile thereof)
with any required signature guarantee and any other
documents required by the Consent and Letter of Transmittal,
will be received by the Depositary at one of its addresses
set forth above within two business days after the execution
of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must
communicate the guarantee to the Depositary and must deliver
the Consent and Letter of Transmittal and Shares to the
Depositary within the time period shown herein. Failure to
do so could result in a financial loss to such Eligible
Institution.
SIGN HERE
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
CITY, STATE AND ZIP CODE
Authorized Signature ___________________________________________________________
Name ___________________________________________________________________________
(PLEASE PRINT)
Area Code and Telephone No. ____________________________________________________
Dated: , 2001 _________________________________
DO NOT SEND SHARES WITH THIS FORM. ACTUAL SURRENDER OF SHARES MUST BE MADE
PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED
CONSENT AND LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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