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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
(AMENDMENT NO. 2)
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
$121,158,856 $24,232
* 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 $121.063 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.
/X/ 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: $24,208 Filing Party: Citadel Broadcasting Company
Form or Registration No.: 005-61501 Date Filed: May 4, 2001 and May 18, 2001
/ / 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 Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule TO (which together with this Amendment No. 2 to the Issuer
Tender Offer Statement on Schedule TO and Amendment No. 1 to the Issuer Tender
Offer Statement on Schedule TO constitutes the "Issuer Tender Offer Statement")
relating 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'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 (as amended or supplemented from time to time, the "Offer to
Purchase"), and in the related Consent and Letter of Transmittal (as amended or
supplemented from time to time, the "Consent and Letter of Transmittal"), which
together constitute the tender offer.
This Issuer Tender Offer Statement 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 set forth in the Offer to Purchase, the Supplement, dated
May 18, 2001, and the Supplement, dated June 11, 2001, to the Offer to Purchase,
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 amended and supplemented to the extent specifically
provided herein.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The business address and telephone number for the following executive
officer 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 OFFICER
Thomas Garry, Executive Vice President and President of Midwest Division
ITEM 12. EXHIBITS
(a)(1)(A) Offer to Purchase for Cash and Consent Solicitation
Statement, dated May 4, 2001, as amended on May 18, 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)(1)(F) Supplement, dated May 18, 2001, to the Offer to Purchase for
Cash and Consent Solicitation Statement, dated May 4, 2001.*
(a)(1)(G) Supplement, dated June 11, 2001, to the Offer to Purchase
for Cash and Consent Solicitation Statement, dated May 4,
2001, as amended on May 18, 2001.
(a)(2) Consent and Letter of Transmittal.*
(a)(5) Press Release, dated May 4, 2001.*
(a)(6) Press Release, dated May 17, 2001.*
(a)(7) Press Release, dated June 11, 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).
2
(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.
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* Previously filed.
3
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/ DONNA L. HEFFNER
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Name: Donna L. Heffner
Title: Executive Vice President, Chief
Financial Officer and Secretary
Dated: June 11, 2001
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(A) Offer to Purchase for Cash and Consent Solicitation
Statement, dated May 4, 2001, as amended on May 18, 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)(1)(F) Supplement, dated May 18, 2001, to the Offer to Purchase for
Cash and Consent Solicitation Statement, dated May 4, 2001.*
(a)(1)(G) Supplement, dated June 11, 2001, to the Offer to Purchase
for Cash and Consent Solicitation Statement, dated May 4,
2001, as amended on May 18, 2001.
(a)(2) Consent and Letter of Transmittal.*
(a)(5) Press Release, dated May 4, 2001.*
(a)(6) Press Release, dated May 17, 2001.*
(a)(7) Press Release, dated June 11, 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).
5
EXHIBIT
NUMBER DESCRIPTION
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(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.
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* Previously filed
6