Exhibit (a)(1)(G)
SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH AND CONSENT SOLICITATION STATEMENT
DATED MAY 4, 2001, AS AMENDED ON MAY 18, 2001
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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, as amended on May 18,
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 have determined that the offer consideration that will be paid for each
share of preferred stock that is validly tendered and not withdrawn and accepted
for payment by us is $121.063 per share. Pursuant to the terms of the offer, the
offer consideration was determined by reference to a fixed spread of 100 basis
points over the yield to maturity of the 6 3/8% U.S. Treasury Note due June 30,
2002, as of 2:00 p.m., New York City time, on June 11, 2001.
We are also amending the terms of our offer and consent solicitation such
that we will pay the consent payment to all holders of preferred stock who
validly tender their shares and deliver a related consent on or prior to the
expiration date, regardless of whether or not they tender their shares and
deliver a related consent on or prior to the consent date. Prior to this
amendment, the consent payment was available only to holders who validly
tendered their shares and delivered a related consent prior to the consent date.
As a result of this amendment, all holders who validly tender their shares of
preferred stock and deliver a related consent and do not revoke their consents,
regardless of whether or not they tender on or prior to the consent date, will
be entitled to receive the consent payment of $2.00 for each share of preferred
stock that is validly tendered on or prior to the expiration date. A holder who
revokes a consent prior to the expiration date, however, will not be entitled to
receive the consent payment.
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THE DEALER MANAGER FOR THE OFFER AND
THE SOLICITATION AGENT FOR THE CONSENT SOLICITATION IS:
JP MORGAN
June 11, 2001
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
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.
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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
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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)