Exhibit (a)(1)(C)
CITADEL BROADCASTING COMPANY
OFFER TO PURCHASE FOR CASH
AND
SOLICITATION OF CONSENTS
IN RESPECT OF
13 1/4% SERIES B EXCHANGEABLE PREFERRED STOCK
HOLDERS OF SHARES MUST TENDER THEIR SHARES AND PROVIDE THEIR CONSENTS AT OR
PRIOR TO 12:00 NOON, NEW YORK CITY TIME, ON MAY 18, 2001, UNLESS EXTENDED (SUCH
DATE, AS THE SAME MAY BE EXTENDED, THE "CONSENT DATE"), IN ORDER TO RECEIVE THE
OFFER CONSIDERATION AND THE CONSENT PAYMENT. THE OFFER WILL EXPIRE AT 12:00
NOON, NEW YORK CITY TIME, ON JUNE 26, 2001, UNLESS EXTENDED (SUCH DATE, AS THE
SAME MAY BE EXTENDED, THE "EXPIRATION DATE"). HOLDERS OF SHARES MUST TENDER
THEIR SHARES AND PROVIDE THEIR CONSENTS AT OR PRIOR TO THE EXPIRATION DATE IN
ORDER TO RECEIVE THE OFFER CONSIDERATION. TENDERED SHARES MAY BE WITHDRAWN AND
CONSENTS MAY BE REVOKED AT ANY TIME AT OR PRIOR TO THE EXPIRATION DATE, BUT NOT
THEREAFTER, UNLESS REQUIRED BY APPLICABLE LAW. THE COMPANY INTENDS TO EXTEND THE
OFFER, IF NECESSARY, SO THAT THE EXPIRATION DATE OCCURS NO EARLIER THAN FIVE
BUSINESS DAYS FOLLOWING THE CONSENT DATE.
May 4, 2001
To DTC participants, including brokers, dealers, commercial banks, trust
companies and other nominees:
We have been appointed by Citadel Broadcasting Company, a Nevada corporation
(the "Company"), to act as Dealer Manager and Solicitation Agent (the "Dealer
Manager") in connection with the offer to purchase for cash (the "Offer"), upon
the terms and subject to the conditions set forth in the Offer to Purchase for
Cash and Consent Solicitation Statement, dated May 4, 2001 (the "Offer to
Purchase"), of the Company and in the accompanying Consent and Letter of
Transmittal enclosed herewith (the "Consent and Letter of Transmittal"), all of
the outstanding shares (the "Shares") of 13 1/4% Series B Exchangeable Preferred
Stock of the Company (the "Preferred Stock"). In conjunction with the Offer, the
Company is soliciting (the "Consent Solicitation") consents (the "Consents") to
adopt the proposed amendments (the "Proposed Amendments") to the Preferred Stock
Certificate of Designations (the "Certificate of Designations").
The total offer consideration for Shares tendered pursuant to the Offer (the
"Offer Consideration") shall be the price (calculated as described in
Schedule I to the Offer to Purchase) 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 per Share of 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, the eleventh business day
immediately preceding the scheduled Expiration Date (the "Price
Determination 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.
If a fractional Share is tendered, the Company shall pay the Offer
Consideration and, if you tender your Shares prior to the Consent Date, the
Consent Payment per Share multiplied by that fraction of a Share.
In the event that Shares are tendered and Consents delivered prior the
Consent Date, then the Company shall pay a special consent payment of $2.00 for
each Share of Preferred Stock (the "Consent Payment") that is validly tendered
and not withdrawn.
The following table sets forth for the Preferred Stock, the CUSIP number,
aggregate number of Shares outstanding, earliest redemption date, redemption
price, Consent Payment, reference security, Bloomberg Page and fixed spread:
AGGREGATE NUMBER EARLIEST
OF SHARES REDEMPTION REDEMPTION CONSENT BLOOMBERG
CUSIP NO. OUTSTANDING DATE PRICE PAYMENT REFERENCE SECURITY PAGE
--------------------- ---------------- ---------- ---------- -------- ------------------- ---------
17285E 40 6 1,000,791.79 7/1/2002 107.729% $2.00 6 3/8% U.S. PX4
Treasury Note due
June 30, 2002
FIXED
CUSIP NO. SPREAD
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17285E 40 6 150 basis points
Upon the terms and subject to the conditions of the Offer, payment will be
made for those Shares accepted for payment pursuant to the Offer in immediately
available funds promptly following the Expiration Date.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. The Offer to Purchase;
2. The Consent and Letter of Transmittal to be used by holders of
Shares to tender Shares and to consent to the Proposed Amendments;
3. A form of letter which may be sent to your clients for whom you hold
Shares in your name or in the name of your nominee, with space provided for
obtaining such clients' instructions with regard to the Offer and the
delivery of a Consent;
4. A Notice of Guaranteed Delivery to be used after the Consent Date to
accept the Offer if certificates for Shares cannot be delivered to The Bank
of New York, as Depositary (the "Depositary"), or if the procedure for
book-entry transfer cannot be completed, prior to the Expiration Date; and
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THAT THE DEADLINE FOR HOLDERS
TO QUALIFY TO RECEIVE THE CONSENT PAYMENT ALONG WITH THE OFFER CONSIDERATION IS
12:00 NOON, NEW YORK CITY TIME, ON MAY 18, 2001, UNLESS EXTENDED (THE "CONSENT
DATE"). PLEASE NOTE ALSO THAT THE OFFER WILL EXPIRE AT 12:00 NOON, NEW YORK CITY
TIME, ON JUNE 26, 2001, UNLESS EXTENDED.
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IMPORTANT: THE CONSENT AND LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED
FACSIMILE THEREOF), TOGETHER WITH THE SHARES AND ALL OTHER REQUIRED DOCUMENTS,
MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE CONSENT DATE WITH RESPECT TO
HOLDERS WISHING TO RECEIVE THE CONSENT PAYMENT AND THE OFFER CONSIDERATION. THE
CONSENT AND LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE THEREOF),
TOGETHER WITH THE SHARES AND ALL OTHER REQUIRED DOCUMENTS OR A NOTICE OF
GUARANTEED DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION
DATE BUT AFTER THE CONSENT DATE WITH RESPECT TO HOLDERS WISHING TO RECEIVE ONLY
THE OFFER CONSIDERATION, BUT NOT THE CONSENT PAYMENT.
Holders of Shares who desire to accept the Offer must deliver a Consent to
the Proposed Amendments to the Certificate of Designations. The Proposed
Amendments are described in the Offer to Purchase under the caption "Proposed
Amendments to Our Preferred Stock Certificate of Designations."
THE OFFER IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS, INCLUDING A
MINIMUM NUMBER OF SHARES BEING TENDERED IN THE OFFER, THE MERGER OF FLCC
ACQUISITION CORP. WITH CITADEL COMMUNICATIONS CORPORATION AND CERTAIN OTHER
CONDITIONS AS DESCRIBED IN THE OFFER TO PURCHASE.
CONSENTS AND LETTERS OF TRANSMITTAL AND SHARES MUST BE SENT ONLY TO THE
DEPOSITARY. DO NOT SEND CONSENTS AND LETTERS OF TRANSMITTAL TO THE COMPANY, THE
INFORMATION AGENT (AS DEFINED BELOW), THE DEPOSITORY TRUST COMPANY OR THE DEALER
MANAGER.
Holders of Shares who cannot deliver required documents to the Depositary or
complete the procedures for the book-entry transfer prior to the Expiration Date
may nevertheless tender their Shares by following the guaranteed delivery
procedures specified in the section of the Offer to Purchase captioned
"Procedures for Tendering Shares and Consenting to the Proposed
Amendments--Guaranteed Delivery."
HOLDERS SHOULD BE AWARE THAT THE GUARANTEED DELIVERY PROCESS CANNOT BE USED
PRIOR TO THE CONSENT DATE AND THAT USE OF THE GUARANTEED DELIVERY PROCESS WILL
RESULT IN A HOLDER'S BEING INELIGIBLE TO RECEIVE THE CONSENT PAYMENT WITH
RESPECT TO THE SHARES SO DELIVERED WHICH MIGHT OTHERWISE BE PAID.
The Company will not pay any fees or commissions to any broker or dealer or
other person, other than the Dealer Manager, Innisfree M&A Incorporated (the
"Information Agent") and the Depositary, as described in the Offer to Purchase,
in connection with the Consent Solicitation pursuant to the Offer. However, the
Company will reimburse brokers, dealers, commercial banks and trust companies
for customary mailing and handling expenses incurred by them in forwarding
material to their customers.
The Company will pay or cause to be paid all transfer taxes applicable to
the transfer and sale of Shares pursuant to the Offer, except as otherwise
provided in Instruction 11 of the Consent and Letter of Transmittal.
Questions and requests for assistance should be addressed to the Dealer
Manager at the addresses and telephone numbers set forth on the back cover of
the enclosed Offer to Purchase. Requests for additional copies of the enclosed
materials should be directed to the Information Agent at the telephone numbers
set forth on the back cover of the enclosed Offer to Purchase. Such additional
copies will be furnished promptly at the Company's expense.
Very truly yours,
J.P. Morgan Securities Inc.
(212) 270-1100 (collect)
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS IS INTENDED TO
CONSTITUTE YOU OR ANY PERSON THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE
DEPOSITARY OR ANY OF THEIR AFFILIATES, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER AND THE
CONSENT SOLICITATION OTHER THAN FOR THE PURPOSES DESCRIBED HEREIN.
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