Exhibit (a)(1)(F)
SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH AND CONSENT SOLICITATION STATEMENT
DATED MAY 4, 2001
[LOGO]
CITADEL BROADCASTING COMPANY
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF 13 1/4% SERIES B EXCHANGEABLE PREFERRED STOCK
AND
CONSENT SOLICITATION STATEMENT
TO ADOPT PROPOSED AMENDMENTS TO THE
PREFERRED STOCK CERTIFICATE OF DESIGNATIONS
OUR OFFER AND CONSENT SOLICITATION AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL
EXPIRE AT 12:00 NOON, NEW YORK CITY TIME, ON TUESDAY, JUNE 26, 2001, UNLESS OUR
OFFER AND CONSENT SOLICITATION ARE EXTENDED. WE MAY EXTEND OUR OFFER AND CONSENT
SOLICITATION PERIOD AT ANY TIME.
Citadel Broadcasting Company hereby amends and supplements its offer to
purchase shares of its 13 1/4% series B exchangeable preferred stock 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, which we refer to as the
"offer to purchase," and the related consent and letter of transmittal. The
terms and conditions of our offer to purchase are hereby amended and
supplemented as set forth in this supplement.
We are increasing the offer consideration that we are offering to each
holder of our preferred stock who validly tenders shares pursuant to the offer
by calculating the offer consideration using a fixed spread of 100 basis points.
Accordingly, the offer consideration per share of preferred stock, calculated in
accordance with Schedule I of the offer to purchase, shall be 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, which is explained in
greater detail 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.
(COVER PAGE CONTINUES)
THE DEALER MANAGER FOR THE OFFER AND
THE SOLICITATION AGENT FOR THE CONSENT SOLICITATION IS:
JP MORGAN
May 18, 2001
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 100 basis points.
Prior to the price determination date, holders of our preferred stock may
obtain hypothetical quotes of the yield on the 6 3/8% U.S. Treasury note due
June 30, 2002, calculated as of a then recent time, and the resulting
hypothetical offer consideration by contacting the dealer manager at its
toll-free telephone number set forth on the back cover of this supplement. After
the price determination date, holders of preferred stock may ascertain the
actual yield on the 6 3/8% U.S. Treasury note due June 30, 2002 as of the price
determination date and the resulting actual offer consideration for each share
of preferred stock by contacting the dealer manager at its toll-free telephone
number set forth on the back cover of this supplement.
Because the offer consideration prior to the price determination date is
based on a fixed spread pricing formula that is linked to the yield on the
6 3/8% U.S Treasury note due June 30, 2002, the actual amount of cash that will
be received by a tendering holder pursuant to this offer will be affected by
changes in the yield during the term of the offer prior to the price
determination date. After the price determination date when the offer
consideration is no longer linked to the 6 3/8% U.S. Treasury note due June 30,
2002, the actual amount of cash that will be received by a tendering holder
pursuant to this offer will be known, and holders will be able to ascertain the
offer consideration in the manner described above.
If shares are accepted for payment pursuant to the offer, holders of record
who validly tender their shares pursuant to the offer prior to the consent date
will receive consideration equal to the offer consideration plus the consent
payment, whereas holders of record who validly tender their shares after the
consent date will receive only the offer consideration and will not receive the
consent payment.
Holders may not deliver consents without tendering shares in the offer and
may not revoke consents without withdrawing the previously tendered shares to
which such consents relate. Tenders of shares may be validly withdrawn at any
time prior to the expiration date. A valid withdrawal of tendered shares prior
to the expiration date shall NOT be deemed a revocation of the related consent.
IF, PRIOR TO THE EXPIRATION DATE, A HOLDER WITHDRAWING SHARES ALSO DETERMINES TO
REVOKE THE CONSENT RELATED THERETO, THE HOLDER MUST EXPRESSLY REQUEST THE
REVOCATION OF SUCH CONSENT IN THE COMMUNICATION WITHDRAWING SUCH SHARES.
CONSENTS MAY NOT BE REVOKED AND TENDERS OF SHARES MAY NOT BE VALIDLY WITHDRAWN
AFTER THE EXPIRATION DATE.
This supplement should be read in conjunction with the offer to purchase.
Except as set forth in this supplement, the terms and conditions set forth in
the offer to purchase and in the consent and letter of transmittal distributed
therewith remain in full force and effect.
ii
IMPORTANT PROCEDURES
If you want to tender all or part of your shares, you must do one of the
following before our offer expires:
- if your shares are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee, contact the nominee and have the
nominee tender your shares for you, or
- if you hold certificates in your own name, complete, sign and date a
consent and letter of transmittal according to its instructions, and
deliver it, together with any required signature guarantees, the
certificates for your shares and any other documents required by the
consent and letter of transmittal, to The Bank of New York, the depositary
for our offer, or
- if you are an institution participating in The Depository Trust Company,
which we call the "book-entry transfer facility" in the offer to purchase,
tender your shares according to the procedure for book-entry transfer
described in Section 4 of the offer to purchase.
If you want to tender your shares but
- your certificates for the shares are not immediately available or cannot
be delivered to the depositary, or
- you cannot comply with the procedure for book-entry transfer, or
- your other required documents cannot be delivered to the depositary by the
expiration of our offer,
you can still tender your shares if you comply with the guaranteed delivery
procedure described in Section 4 of the offer to purchase.
TO TENDER YOUR SHARES YOU MUST FOLLOW THE PROCEDURES DESCRIBED IN THE OFFER
TO PURCHASE, THIS SUPPLEMENT, THE CONSENT AND LETTER OF TRANSMITTAL AND THE
OTHER DOCUMENTS RELATED TO OUR OFFER AND CONSENT SOLICITATION.
If you have questions or need assistance, you should contact Innisfree M&A
Incorporated, the information agent for our offer, or J.P. Morgan
Securities Inc., the dealer manager for our offer, at their respective addresses
and telephone numbers on the back cover of this supplement. You may request
additional copies of the offer to purchase, this supplement, the consent and
letter of transmittal or the notice of guaranteed delivery from the information
agent.
THIS SUPPLEMENT AND THE OFFER TO PURCHASE (INCLUDING THE ANNEXES THERETO)
AND THE CONSENT AND LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER
AND THE CONSENT SOLICITATION.
Holders who have not tendered their shares or delivered their consents
pursuant to the offer may continue to use the consent and letter of transmittal
and the notice of guaranteed delivery distributed with the offer to purchase.
Holders who have previously tendered their shares and delivered their
consents pursuant to the offer and the consent solicitation need not take any
further action to tender their shares or deliver their consents and will be
bound by the terms of the offer to purchase, as amended and supplemented by this
supplement. Such holders will be entitled to receive the offer consideration, as
set forth in this supplement, for shares previously tendered and not withdrawn.
iii
AMENDED SCHEDULE II
HYPOTHETICAL PRICING EXAMPLES
This Schedule provides a hypothetical illustration of the Offer
Consideration and the Total Consideration payment pursuant to the offer for the
shares of preferred stock based on hypothetical data, and should, therefore, be
used solely for the purpose of obtaining an understanding of the calculation of
the Offer Consideration and the Total Consideration, as quoted at hypothetical
rates and times, and should not be used or relied upon for any other purpose.
Number of shares outstanding as of May 3, 2001 = 1,000,791.79
O/S = $100,079,179
Reference Security = 6 3/8% U.S. Treasury Note due June 30, 2002
Fixed Spread = 100 basis points
EXAMPLE:
Assumed Price Determination Date and Time = 12:00 noon, New York City time, May 16, 2001
Assumed Payment Date = June 26, 2001
Assumed Reference Security Yield (as at Assumed Price
Determination Date and Time) = 3.93%
YLD = .0493
CPN = .1325
Date of first assumed payment of dividends in cash = January 1, 2002
Date of second assumed payment of dividends in cash = July 1, 2002
S1 = 185
S2 = 365
RV = 107.729%
CP = $2.00
Total Consideration = $122.945
--------
($100,079,179)*(1+(.1325/2))*.1325/2 ($100,079,179)*(1+(.1325/2))*.1325/2 ($100,079,179)*(1+(.1325/2))*1.07729
[ ((1+(.0493/2))exp(185/180)) + ((1+(.0493/2))exp(365/180)) + ((1+(.0493/2))exp(365/180))
[ ] DIVIDED BY ($100,079,179/$100)
Offer Consideration = $120.945
--------
($100,079,179)*(1+(.1325/2))*.1325/2 ($100,079,179)*(1+(.1325/2))*.1325/2 ($100,079,179)*(1+(.1325/2))*1.07729
[ ((1+(.0493/2))exp(185/180)) + ((1+(.0493/2))exp(365/180)) + ((1+(.0493/2))exp(365/180))
DIVIDED BY
[ ] ($100,079,179/$100) - $2.00
SII-1
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 CONFIRM BY TELEPHONE OR Corporate Trust Services
FOR INFORMATION CALL: Window
Attention: William Buckley William Buckley New York, NY 10286
Reorganization Department (212) 815-5788 Attention: William Buckley
Reorganization Department
Any questions or requests for assistance or additional copies of this
supplement, the offer to purchase, the consent and letter of transmittal or the
notice of guaranteed delivery may be directed to the Information Agent at the
telephone numbers and address listed below. A stockholder may also contact the
Dealer Manager at its telephone numbers set forth below or such stockholder's
broker, dealer, commercial bank or trust company or nominee for assistance
concerning the offer and consent solicitation.
------------------------
THE INFORMATION AGENT FOR THE OFFER AND THE CONSENT SOLICITATION IS:
INNISFREE
501 Madison Avenue, 20th Floor
New York, New York 10022
Bankers and Brokers Call Collect: (212) 750-5833
All Others Call Toll Free: (888) 750-5834
------------------------
THE DEALER MANAGER FOR THE OFFER AND
THE SOLICITATION AGENT FOR THE CONSENT SOLICITATION IS:
JP MORGAN
270 Park Avenue
New York, New York 10017
Attention: Robert Berk
Call: (212) 270-1100 (collect)
or
(800) 245-8812 (toll-free)