Exhibit (a)(1)(D)
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. THIS 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 TENDERED SHARES MAY BE WITHDRAWN AND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 Our Clients:
Enclosed for your consideration are the Offer to Purchase for Cash and
Consent Solicitation Statement of Citadel Broadcasting Company, a Nevada
corporation (the "Company"), dated May 4, 2001 (the "Offer to Purchase") and the
accompanying Consent and Letter of Transmittal (the "Consent and Letter of
Transmittal") in connection with the offer by the Company to purchase for cash
(the "Offer"), upon the terms and subject to the conditions set forth in the
Offer to Purchase and in the Consent and Letter of Transmittal, all of the
outstanding shares (collectively, 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
Certificate of Designations for the Preferred Stock (the "Certificate of
Designations") as discussed in the Offer to Purchase.
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 included 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 you tender a fractional Share, the Company will pay you 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.
If you tender your Shares at or prior to the Consent Date, the Company will
pay you a special consent payment of $2.00 per Share (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:
OUTSTANDING
AGGREGATE EARLIEST
NUMBER OF REDEMPTION REDEMPTION CONSENT BLOOMBERG
CUSIP NO. SHARES 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
--------- -------------------
17285E 40 6 150 basis points
We are the registered holder of Shares held for your account. A tender of
such Shares can be made and a Consent to the Proposed Amendments to the
Certificate of Designations to effect the same may be given only by us as the
registered holder and pursuant to your instructions. THE ENCLOSED CONSENT AND
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT OR TO DELIVER A
CONSENT TO THE PROPOSED AMENDMENTS.
We request that you advise us whether you wish us to tender any or all of
the Shares held by us for your account and to deliver a Consent to the Proposed
Amendments upon the terms and subject to the conditions set forth in the Offer
to Purchase and the Consent and Letter of Transmittal.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to execute a Consent and Letter of Transmittal, tender your Shares
and consent to the Proposed Amendments on your behalf in accordance with the
terms of the Offer. 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.
Tenders of Shares (and the related Consents) may be withdrawn at any time on
or prior to the Expiration Date, but not thereafter (with certain limited
exceptions which are set forth in the Offer to Purchase). Shares tendered after
the Consent Date but before the Expiration Date may be withdrawn at any time on
or prior to the Expiration Date, but not thereafter, unless required by
applicable law. Consents may be revoked at any time on or prior to the
Expiration Date, only if the previously tendered Shares are also withdrawn, but
such revocation and withdrawal will deprive the holders of both the Consent
Payment and the Offer Consideration. A WITHDRAWAL OF SHARES WILL NOT BE DEEMED
TO BE A REVOCATION OF THE RELATED CONSENTS UNLESS THE HOLDER EXPRESSLY REQUESTS
THE REVOCATION OF SUCH CONSENTS.
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Your attention is directed to the following:
1. Upon the terms and subject to the conditions of the Offer, payment
will be made for Shares accepted for payment in immediately available funds
promptly following the Expiration Date.
2. THE OFFER WILL EXPIRE ON THE EXPIRATION DATE. THE OFFER IS SUBJECT
TO THE SATISFACTION OF CERTAIN CONDITIONS, INCLUDING THE COMPLETION OF THE
MERGER BETWEEN FLCC ACQUISITION CORP. ("MERGER SUB") AND CITADEL
COMMUNICATIONS CORPORATION ("CCC"), AND CERTAIN OTHER CONDITIONS AS
DESCRIBED IN THE OFFER TO PURCHASE.
3. Holders of Shares who desire to accept the Offer in respect of their
Shares must deliver a Consent to the Proposed Amendments. To be valid, the
tender of any Shares must be accompanied by delivery of a Consent to the
Proposed Amendments.
4. IF YOU DESIRE TO DELIVER A CONSENT WITH RESPECT TO ANY SHARES
PURSUANT TO THE CONSENT SOLICITATION AND RECEIVE THE CONSENT PAYMENT AS WELL
AS THE OFFER CONSIDERATION, WE MUST RECEIVE YOUR INSTRUCTIONS IN AMPLE TIME
TO PERMIT US TO EFFECT A TENDER OF SHARES AND DELIVERY OF A CONSENT ON YOUR
BEHALF PRIOR TO THE CONSENT DATE, UNLESS EXTENDED OR UNLESS THE OFFER IS
EARLIER TERMINATED.
5. If you desire to tender any Shares pursuant to the Offer and receive
only the Offer Consideration but not the Consent Payment, we must receive
your instructions in ample time to permit us to effect a tender of Shares on
your behalf after the Consent Date and prior to the Expiration Date.
6. Any transfer taxes payable applicable to the transfer and sale of
any the Shares pursuant to the Offer will be paid by the Company, except as
otherwise provided in the instructions to the Consent and Letter of
Transmittal.
If you wish to have us tender any or all of your Shares and deliver a
Consent to the Proposed Amendments, please so instruct us by completing,
executing, detaching and returning to us the instruction form set forth below.
An envelope to return your instructions is enclosed. The accompanying Consent
and Letter of Transmittal is furnished to you for informational purposes only
and may not be used by you to tender Shares held by us and registered in our
name for your account or to deliver Consents.
Pursuant to an Agreement and Plan of Merger dated as of January 15, 2001, as
amended, between FLCC Holdings, Inc. ("Parent"), Merger Sub and CCC, Merger Sub,
a wholly owned subsidiary of Parent, will merge with and into CCC. As a result
of such merger, CCC will become a wholly owned subsidiary of Parent. The
completion of the merger will constitute a Change of Control (as defined in the
Certificate of Designations) under the Certificate of Designations. Upon the
occurrence of a Change of Control, the Company is required to advise all holders
of Shares of their right to require the Company to repurchase any and all Shares
at a cash price equal to 101% of the then effective liquidation preference, plus
accrued and unpaid dividends, if any, to the date of repurchase (a "Change of
Control Offer"). Any Shares remaining outstanding following the completion of
the merger and a Change of Control Offer would remain equity securities of the
Company. Based upon the Offer Consideration set forth in the Offer to Purchase,
holders of Shares who tender their Shares pursuant to the Offer will receive a
higher payment for their Shares, and will receive such payment at an earlier
date, than if such Shares were repurchased by the Company pursuant to a Change
of Control Offer. If the Proposed Amendments with respect to the Preferred Stock
become effective, the covenant in the Certificate of Designations relating to a
Change of Control Offer will be amended so that the Company would not be
required to effect a separate and additional Change of Control Offer upon the
completion of the merger between Merger Sub and CCC.
The Offer is not being made to, and Consents are not being solicited from
(nor will tenders of Shares be accepted from or on behalf of), holders in any
jurisdiction in which the making of the Offer or acceptance for payment of the
Shares would not be in compliance with the laws of that jurisdiction. However,
the Company may, in its sole discretion, take such action as it may deem
necessary or appropriate to make the Offer and solicit Consents in any such
jurisdiction, and may extend the Offer to, solicit Consents from, and accept
tenders of Shares from and on behalf of holders in that jurisdiction.
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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 BANK OF NEW YORK ON OR PRIOR TO THE CONSENT DATE WITH
RESPECT TO HOLDERS WISHING TO RECEIVE BOTH 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
THE NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY ON OR
PRIOR TO THE EXPIRATION DATE WITH RESPECT TO HOLDERS WISHING TO RECEIVE ONLY THE
OFFER CONSIDERATION BUT NOT THE CONSENT PAYMENT.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase
and the related Consent and Letter of Transmittal in connection with the Offer
by the Company to purchase the 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.
This will instruct you to (a) tender the Shares indicated below held by you
for the account of the undersigned, upon the terms and subject to the conditions
set forth in the Offer to Purchase and the related Consent and Letter of
Transmittal, and (b) deliver a Consent to the Proposed Amendments.
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SIGN HERE
____________________________________________________________________________
SIGNATURE
__________________________________________________________________________
SIGNATURE (IF MORE THAN ONE ACCOUNT HOLDER)
__________________________________________________________________________
NAME (PLEASE PRINT)
__________________________________________________________________________
NAME (PLEASE PRINT)
__________________________________________________________________________
ADDRESS
__________________________________________________________________________
TELEPHONE NO. (INCLUDING AREA CODE)
__________________________________________________________________________
CITY, STATE AND ZIP CODE
__________________________________________________________________________
MY ACCOUNT NUMBER WITH YOU
__________________________________________________________________________
TAX IDENTIFICATION OR SOCIAL SECURITY NO.
DATED_____________________, 2001
Number of Shares*, or fractions of a Share, to be tendered and as to which
Consent is given:
____________________________________________________________________________
* A holder tendering Shares must deliver a Consent to the Proposed
Amendments pursuant to the terms of the Offer to Purchase and the Consent
and Letter of Transmittal. If no number is indicated, the above signed
will be deemed to have instructed us to tender (and to deliver a Consent
in respect of) the entire number of Shares beneficially owned by the above
signed.
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