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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 2000
REGISTRATION NO. 333-92593
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CITADEL COMMUNICATIONS CORPORATION
CITADEL BROADCASTING COMPANY
CCC CAPITAL TRUST I
CCC CAPITAL TRUST II
(Exact name of each registrant as specified in its charter)
NEVADA 86-0748219
NEVADA 86-0703641
DELAWARE 88-6078421
DELAWARE 88-6078422
(State or other jurisdiction of incorporation or (IRS employer identification numbers)
organization)
CITY CENTER WEST, SUITE 400
7201 WEST LAKE MEAD BOULEVARD
LAS VEGAS, NEVADA 89128
(702) 804-5200
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
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LAWRENCE R. WILSON
CHIEF EXECUTIVE OFFICER
CITY CENTER WEST, SUITE 400
7201 WEST LAKE MEAD BOULEVARD
LAS VEGAS, NEVADA 89128
(702) 804-5200
(Name, address, including zip code, and telephone number, including area code,
of agent for service of each registrant)
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WITH COPIES TO:
BRYAN D. ROSENBERGER, ESQ. DANIELLE CARBONE, ESQ.
ECKERT SEAMANS CHERIN & MELLOTT, LLC SHEARMAN & STERLING
44TH FLOOR, 600 GRANT STREET 599 LEXINGTON AVENUE
PITTSBURGH, PENNSYLVANIA 15219 NEW YORK, NEW YORK 10022
(412) 566-6000 (212) 848-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
This registration statement consists of two separate prospectuses. The
first prospectus relates to the offer and sale from time to time by Citadel
Communications Corporation of common stock, debt securities, preferred stock,
warrants, stock purchase contracts, stock purchase units and guarantees, the
offer and sale from time to time of common stock of Citadel Communications
Corporation by certain selling stockholders named therein, the offer and sale
from time to time by Citadel Broadcasting Company of junior subordinated debt
securities and the offer and sale from time to time of preferred securities by
CCC Capital Trust I and by CCC Capital Trust II. The second prospectus relates
to the offer and sale from time to time by Citadel Communications Corporation of
common stock and preferred stock and the offer and sale of common stock of
Citadel Communications Corporation by certain selling stockholders named
therein.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 10, 2000
PROSPECTUS
$1,000,000,000
[CITADEL LOGO] CITADEL COMMUNICATIONS CORPORATION
CITADEL BROADCASTING COMPANY
CCC CAPITAL TRUST I
CCC CAPITAL TRUST II
We may offer and sell, from time to time, in one or more offerings, the
debt and equity securities described in this prospectus. Certain holders of
common stock of Citadel Communications Corporation named in this prospectus may
also offer and sell common stock of Citadel Communications, from time to time,
in one or more offerings, pursuant to this prospectus. The securities described
in this prospectus may be offered and sold from time to time for an aggregate
offering price of up to $1,000,000,000.
We will provide the specific terms of these securities in supplements to
this prospectus. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement. WE URGE YOU TO READ CAREFULLY THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, WHICH WILL DESCRIBE THE
SPECIFIC TERMS OF THE SECURITIES OFFERED, BEFORE YOU MAKE YOUR INVESTMENT
DECISION.
Citadel Communications may offer and sell, from time to time, in one or
more offerings:
- - common stock - stock purchase contracts
- - debt securities - stock purchase units
- - preferred stock - guarantees
- - warrants
The stock purchase contracts will require a purchaser to buy a specific
amount of common stock or preferred stock of Citadel Communications, and they
will obligate Citadel Communications to pay specific fees to the purchasers. The
stock purchase units will include these stock purchase contracts and debt
securities, debt obligations of the United States of America or its agents or
instrumentalities, or preferred securities issued by the CCC Capital Trusts. The
guarantees will be Citadel Communications' full, unconditional guarantees of the
CCC Capital Trusts' obligation to distribute specific amounts of cash to the
holders of the CCC Capital Trust preferred securities, and of the junior
subordinated debt securities of Citadel Broadcasting Company.
CCC Capital Trust I and CCC Capital Trust II, each a Delaware business
trust, will offer and sell preferred securities, from time to time in one or
more offerings. Each CCC Capital Trust will use all of the proceeds from the
sale of its preferred securities to buy junior subordinated debt securities of
Citadel Communications or Citadel Broadcasting. The CCC Capital Trusts will
receive cash payments from the junior subordinated debt securities, and each CCC
Capital Trust will distribute these payments to the holders of its preferred and
common securities. Citadel Communications will own all of the common securities
of the CCC Capital Trusts.
FOR A DISCUSSION OF THE RISKS ASSOCIATED WITH AN INVESTMENT IN THESE
SECURITIES, SEE "RISK FACTORS" ON PAGE 6.
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Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
THE DATE OF THIS PROSPECTUS IS JANUARY , 2000
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TABLE OF CONTENTS
PAGE
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ABOUT THIS PROSPECTUS....................................... 1
WHERE YOU CAN FIND MORE INFORMATION......................... 2
FORWARD-LOOKING STATEMENTS.................................. 3
CITADEL COMMUNICATIONS CORPORATION AND CITADEL BROADCASTING
COMPANY................................................... 4
THE CCC CAPITAL TRUSTS...................................... 4
RISK FACTORS................................................ 6
USE OF PROCEEDS............................................. 6
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS............... 7
HOLDING COMPANY STRUCTURE AND SECURED CLAIMS................ 8
SECURITIES WE MAY ISSUE..................................... 8
DESCRIPTION OF CITADEL COMMUNICATIONS' SENIOR AND SENIOR
SUBORDINATED DEBT SECURITIES.............................. 12
DESCRIPTION OF THE PREFERRED STOCK AND THE DEPOSITARY SHARES
REPRESENTING FRACTIONAL SHARES OF PREFERRED STOCK......... 28
DESCRIPTION OF WARRANTS..................................... 33
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE
UNITS..................................................... 36
DESCRIPTION OF THE CITADEL COMMUNICATIONS COMMON STOCK...... 37
DESCRIPTION OF THE CCC CAPITAL TRUSTS PREFERRED
SECURITIES................................................ 42
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES...... 58
DESCRIPTION OF THE GUARANTEE AND EXPENSE AGREEMENT RELATING
TO THE PREFERRED SECURITIES............................... 70
RELATIONSHIP AMONG PREFERRED SECURITIES, JUNIOR SUBORDINATED
DEBT SECURITIES, PREFERRED SECURITIES GUARANTEE AND
EXPENSE AGREEMENT......................................... 73
SELLING STOCKHOLDERS........................................ 76
PLAN OF DISTRIBUTION........................................ 78
VALIDITY OF THE SECURITIES.................................. 79
INDEPENDENT AUDITORS........................................ 79
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE
PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON
IT. WE ARE OFFERING TO SELL SECURITIES AND SOLICITING OFFERS TO BUY SECURITIES
ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. YOU SHOULD ASSUME
THAT THE INFORMATION APPEARING IN THIS PROSPECTUS AND INFORMATION INCORPORATED
BY REFERENCE INTO THIS PROSPECTUS, IS ACCURATE ONLY AS OF THE DATE OF THE
DOCUMENTS CONTAINING THE INFORMATION.
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References in this prospectus to the term Citadel Communications include
Citadel Communications Corporation's subsidiary, Citadel Broadcasting Company,
unless the context otherwise requires. References to the terms we, our and us
include Citadel Communications Corporation, Citadel Broadcasting Company and the
CCC Capital Trusts I and II, unless the context otherwise requires.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using the SEC's shelf registration rules.
Under the shelf registration rules, using this prospectus, together with a
prospectus supplement, we may sell from time to time, in one or more offerings,
any of the securities described in this prospectus, and the selling stockholders
identified in this prospectus may sell shares of Citadel Communications common
stock. The total dollar amount of the securities we and the selling stockholders
sell through these offerings will not exceed $1.0 billion.
This prospectus provides you with a general description of the securities
we may sell and the common stock that the selling stockholders may sell. Each
time we sell securities under this prospectus, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read this prospectus, the applicable
prospectus supplement and the additional information described below under
"Where You Can Find More Information."
We have not included separate financial statements of the CCC Capital
Trusts in this prospectus. We do not believe that these financial statements
would be useful because:
- the voting securities of the CCC Capital Trusts will be owned, directly
or indirectly, by Citadel Communications, a reporting company under the
Securities Exchange Act of 1934, as amended;
- each CCC Capital Trust is a newly formed special purpose entity, has no
operating history or independent operations and is not engaged in and
does not propose to engage in any activity other than holding junior
subordinated debt securities of either Citadel Communications or Citadel
Broadcasting as trust assets and issuing and selling its preferred
securities and common securities; and
- Citadel Communications will provide a full, unconditional guarantee of
each CCC Capital Trust's obligations under its preferred securities.
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WHERE YOU CAN FIND MORE INFORMATION
Citadel Communications and Citadel Broadcasting file annual, quarterly and
special reports and other information with the SEC. You may read and copy any
reports, statements or other information Citadel Communications or Citadel
Broadcasting files with the SEC at its public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Citadel Communications' and Citadel Broadcasting's
filings are also available to the public on the internet, through a database
maintained by the SEC at http://www.sec.gov. In addition, you can inspect and
copy Citadel Communications' reports, proxy statements and other information at
the offices of The Nasdaq National Market, 1735 K Street, Washington, D.C.
20006-1500.
We filed a registration statement on Form S-3 to register with the SEC the
securities described in this prospectus. This prospectus is part of that
registration statement. As permitted by SEC rules, this prospectus does not
contain all the information contained in the registration statement or the
exhibits to the registration statement. You may refer to the registration
statement and accompanying exhibits for more information about us and our
securities.
The SEC allows us to incorporate by reference into this document the
information Citadel Communications and Citadel Broadcasting filed with it. This
means that we can disclose important business, financial and other information
to you by referring you to other documents separately filed with the SEC. All
information incorporated by reference is part of this document, unless and until
that information is updated and superseded by the information contained in this
document or any information incorporated later.
We incorporate by reference the documents listed below:
1. Citadel Communications' Annual Report on Form 10-K for the year
ended December 31, 1998,
2. Citadel Communications' Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1999, June 30, 1999 and September
30, 1999,
3. Citadel Communications' Current Reports on Form 8-K filed on
February 17, 1999, July 7, 1999, September 14, 1999 (as amended by
Current Report on Form 8-K/A filed on December 3, 1999), December
10, 1999 and January 6, 2000,
4. The description of Citadel Communications' common stock, par value
$.001 per share, contained in its Registration Statement on Form
8-A/A under Section 12 of the Exchange Act, filed on June 30, 1998,
as amended by Citadel Communications' Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1999 and any further
amendment or report filed hereafter for the purpose of updating
such description,
5. Citadel Broadcasting's Annual Report on Form 10-K for the year
ended December 31, 1998,
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6. Citadel Broadcasting's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1999, June 30, 1999 and September
30, 1999, and
7. Citadel Broadcasting's Current Reports on Form 8-K filed on
February 17, 1999, July 7, 1999, September 14, 1999 (as amended by
Current Report on Form 8-K/A filed on December 3, 1999), December
10, 1999 and January 6, 2000.
We also incorporate by reference all future filings we make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or (i) after the
date of the filing of this registration statement and prior to its effectiveness
and (ii) after the date of this prospectus and prior to the termination of the
offering made hereby.
You may obtain copies of filings referred to above at no cost by contacting
us at the following address: Corporate Secretary, Citadel Communications
Corporation, City Center West, Suite 400, 7201 West Lake Mead Boulevard, Las
Vegas, Nevada 89128, telephone (702) 804-5200.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated in this prospectus by
reference include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.
We based these forward-looking statements largely on our current expectations
and projections about future events and financial trends affecting our business.
The words "believes," "may," "will," "estimates," "continues," "anticipates,"
"intends," "expects" and similar words are intended to identify forward-looking
statements. Our forward-looking statements are subject to risks, uncertainties
and assumptions including, among other things:
- the realization of our business strategy;
- general economic and business conditions, both nationally and in our
markets;
- our expectations and estimates concerning future financial performance,
financing plans and the impact of competition;
- anticipated trends in our industry;
- the impact of current or pending legislation and regulation and antitrust
considerations; and
- other risk factors discussed in the "Risk Factors" section of each of
Citadel Communications' and Citadel Broadcasting's Quarterly Reports on
Form 10-Q for the fiscal quarter ended September 30, 1999 incorporated by
reference herein.
We undertake no obligation to publicly update or revise any forward-looking
statements because of new information, future events or otherwise. In light of
these risks and uncertainties, the forward-looking events and circumstances
discussed in this prospectus might not transpire.
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CITADEL COMMUNICATIONS CORPORATION AND
CITADEL BROADCASTING COMPANY
Citadel Communications, through its operating subsidiary, Citadel
Broadcasting, is a radio broadcaster that focuses on acquiring, developing and
operating radio stations in the United States. Citadel Communications' primary
strategy is to secure and maintain a leadership position in its existing markets
and to expand into additional markets where it believes a leadership position
can be obtained.
Citadel Communications' common stock is traded on the Nasdaq National
Market under the symbol "CITC." The principal executive offices of Citadel
Communications and Citadel Broadcasting are located at City Center West, Suite
400, 7201 West Lake Mead Boulevard, Las Vegas, Nevada 89128 and their telephone
number is (702) 804-5200.
THE CCC CAPITAL TRUSTS
Each CCC Capital Trust is a statutory business trust created under Delaware
law under a declaration of trust between Citadel Communications, as depositor,
and The Bank of New York (Delaware), as Delaware trustee, and The Bank of New
York, as property trustee. Certificates of trust have been filed with the
Secretary of State of the State of Delaware. Each declaration of trust will be
amended and restated in its entirety at the time of an offering of preferred
securities of either CCC Capital Trust in the form filed as an exhibit to the
registration statement of which this prospectus is a part. Each amended and
restated declaration of trust will be qualified as an indenture under the Trust
Indenture Act of 1939, as amended, and will govern the duties and obligations of
each CCC Capital Trust and its trustees.
Unless the accompanying prospectus supplement provides otherwise, each CCC
Capital Trust exists solely for the following purposes:
- issuing and selling its preferred securities and common securities;
- using the proceeds from the sale of its preferred securities and common
securities to acquire Citadel Communications' or Citadel Broadcasting's
junior subordinated debt securities; and
- engaging only in those other activities that are necessary or incidental
to the activities described above.
In connection with an offering by a CCC Capital Trust, the CCC Capital
Trust will issue preferred securities and common securities under an amended and
restated declaration of trust. The preferred securities will represent preferred
undivided beneficial interests in the assets of the CCC Capital Trust, and the
common securities will represent common undivided beneficial interests in the
assets of the CCC Capital Trust. The preferred securities and the common
securities will have substantially similar terms, except that the holders of
preferred securities will be entitled to priority in right of payment over the
holders of common securities in certain circumstances involving an event of
default under the amended and restated declaration of trust, and the holders of
common securities will have broader voting rights.
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At the closing of an offering of CCC Capital Trust preferred securities,
the underwriters will purchase the preferred securities and Citadel
Communications will purchase the common securities from the issuing CCC Capital
Trust, and the issuing CCC Capital Trust will use the proceeds from those sales
to purchase corresponding junior subordinated debt securities from Citadel
Communications or Citadel Broadcasting. Citadel Communications will guarantee
payments on Citadel Broadcasting's junior subordinated debt securities on a
subordinated basis. The aggregate liquidation amount of the common securities
acquired by Citadel Communications will equal at least 3% of the issuing CCC
Capital Trust's total capital at the closing. Citadel Communications will
continue to hold all the common securities after the closing of the offering.
Also at the closing, Citadel Communications will execute a guarantee and an
expense agreement. Under the guarantee, Citadel Communications will guarantee
payments on the preferred securities, but only to the extent that the CCC
Capital Trust has funds legally available to make those payments. The expense
agreement will provide for Citadel Communications to reimburse the CCC Capital
Trust for all expenses and liabilities it incurs (other than amounts payable in
respect of the preferred securities). Citadel Communications will also pay the
expenses of the offering of the CCC Capital Trust preferred securities,
including underwriters' commissions.
Each CCC Capital Trust will have no assets other than the junior
subordinated debt securities and the right to receive reimbursement under the
expense agreement. Citadel Communications or Citadel Broadcasting will have the
right to defer the payment of interest on their respective junior subordinated
securities at any time for a period not exceeding 20 consecutive quarters. See
"Description of the CCC Capital Trusts Preferred Securities--Extension Periods."
Each CCC Capital Trust will have no revenue other than payments under the junior
subordinated debt securities and the expense agreement.
Each CCC Capital Trust has a term of approximately 55 years but may
dissolve earlier as provided in its amended and restated declaration of trust.
Each CCC Capital Trust's business and affairs will be conducted by its trustees.
Unless otherwise set forth in a prospectus supplement, these trustees will be
The Bank of New York, as property trustee, and The Bank of New York (Delaware),
as Delaware Trustee. In addition, Citadel Communications, as the holder of the
common securities, will select two individuals who will act as administrators
with respect to each CCC Capital Trust. The administrators will initially be
employees or officers of Citadel Communications. The property trustee will act
as the indenture trustee under the amended and restated declaration of trust for
purposes of compliance with the Trust Indenture Act.
Unless otherwise set forth in a prospectus supplement, The Bank of New York
will also act as the trustee under the guarantee and the indentures relating to
the junior subordinated debt securities, which are described in the "Description
of the Junior Subordinated Debt Securities" section of this prospectus. The
principal executive offices of each CCC Capital Trust are located at City Center
West, Suite 400, 7201 West Lake Mead Boulevard, Las Vegas, Nevada 89128, and
each CCC Capital Trust's telephone number is (702) 804-5200.
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RISK FACTORS
The securities to be offered may involve a high degree of risk. These risks
will be set forth in a prospectus supplement relating to the securities to be
offered by that prospectus supplement. You should carefully consider the
important factors set forth under the heading "Risk Factors" in the applicable
supplement to this prospectus before investing in any securities that may be
offered.
USE OF PROCEEDS
Unless indicated otherwise in the applicable prospectus supplement, Citadel
Communications and Citadel Broadcasting expect to use the net proceeds from the
sale of their respective securities for general corporate purposes, including
repayment of borrowings, working capital and capital expenditures. In addition,
Citadel Communications and Citadel Broadcasting may use the net proceeds from
the sale of their securities for acquisitions. Unless otherwise indicated in the
applicable prospectus supplement, each CCC Capital Trust will use all proceeds
received from the sale of its preferred securities and common securities to
purchase junior subordinated debt securities of Citadel Communications or
Citadel Broadcasting. In the event selling stockholders of Citadel
Communications sell any shares of Citadel Communications common stock, such
selling stockholders will receive all of the net proceeds from their sale.
Additional information on the use of net proceeds from the sale of
securities offered by this prospectus will be set forth in the prospectus
supplement relating to such offering.
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RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Set forth below is information concerning Citadel Communications' and
Citadel Broadcasting's ratios of earnings to fixed charges and Citadel
Communications' ratio of earnings to combined fixed charges and preferred stock
dividends. These ratios show the extent to which Citadel Communications' and
Citadel Broadcasting's business generates enough earnings after the payment of
all expenses other than interest and preferred stock dividends to make required
interest and dividend payments on their debt and preferred stock. For this
purpose, earnings represents:
- the sum of pretax income from continuing operations before adjustment for
minority interests in consolidated subsidiaries or income or loss from
equity investees, fixed charges, amortization of capitalized interest,
distributed income of equity investees and share of pretax losses of
equity investees for which charges arising from guarantees are included
in fixed charges, less
- the sum of interest capitalized, preference security dividend
requirements of consolidated subsidiaries and the minority interest in
pretax income of subsidiaries that have not incurred fixed charges.
Fixed charges represents the sum of interest expensed and capitalized, amortized
premiums, discounts and capitalized expenses related to indebtedness, an
estimate of the interest within rental expense and preference security dividend
requirements of consolidated subsidiaries. Preferred stock dividends represents
the amount of pretax earnings required to pay the dividends on outstanding
preference securities.
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, -----------------------------------------------
1999 1998 1997 1996 1995 1994
------------------ ------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
CITADEL COMMUNICATIONS
Ratio of earnings to
fixed charges........... 0.43x 0.41x 0.37x 0.69x 0.20x --
Deficiency of earnings
available to cover
fixed charges......... $16,751 $19,903 $12,687 $ 1,997 $ 4,376 $ 5,511
Ratio of earnings to
combined fixed charges
and preferred stock
dividends............. 0.31x 0.28x 0.28x 0.69x 0.20x --
Deficiency of earnings
available to cover
combined fixed charges
and preferred stock
dividends............. $28,074 $34,489 $19,320 $ 1,997 $ 4,376 $ 5,511
CITADEL BROADCASTING
Ratio of earnings to
fixed charges......... 0.43x 0.41x 0.38x 0.70x 0.21x --
Deficiency of earnings
available to cover
fixed charges......... $16,751 $19,903 $12,094 $ 1,966 $ 4,346 $ 5,481
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HOLDING COMPANY STRUCTURE AND SECURED CLAIMS
Citadel Communications is a holding company whose only material asset is
its investments in its subsidiary, Citadel Broadcasting. Citadel Broadcasting
operates Citadel Communications' radio stations. Citadel Communications' ability
to meet its future financial obligations depends upon the availability of cash
flows from Citadel Broadcasting through dividends, intercompany advances,
management fees and other payments or the issuance of new equity. Citadel
Broadcasting is under no obligation to pay dividends to Citadel Communications
and is subject to statutory and contractual restrictions that limit its ability
to pay dividends and make other payments to Citadel Communications. Citadel
Communications' right to participate in the distribution of assets of Citadel
Broadcasting upon its liquidation or reorganization will be subject to prior
claims of the creditors of Citadel Broadcasting, including trade creditors,
except to the extent that Citadel Communications may be a creditor with
recognized claims against Citadel Broadcasting. In addition, the outstanding
shares of common stock of Citadel Broadcasting owned by Citadel Communications
have been pledged to secure its guaranty of Citadel Broadcasting's obligations
under its credit facility.
SECURITIES WE MAY ISSUE
OVERVIEW
This prospectus describes the securities we may issue from time to time and
the common stock that may be sold by the selling stockholders from time to time.
The remainder of this section provides some background information about the
manner in which the securities may be held, then describes the terms of the nine
basic categories of securities:
- Citadel Communications' debt securities, which may be senior or senior
subordinated;
- Citadel Communications' preferred stock, which may be issued in the form
of depositary shares representing fractions of shares of preferred stock;
- Citadel Communications' warrants to purchase debt securities, preferred
stock or common stock of Citadel Communications;
- Citadel Communications' stock purchase contracts and stock purchase
units;
- Citadel Communications' common stock;
- preferred securities of the CCC Capital Trusts, which represent undivided
beneficial interests in the assets of the issuing CCC Capital Trust;
- Citadel Communications' and Citadel Broadcasting's junior subordinated
debt securities;
- Citadel Communications' guarantee of Citadel Broadcasting's junior
subordinated debt securities; and
- Citadel Communications' guarantee of the CCC Capital Trusts' preferred
securities.
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PROSPECTUS SUPPLEMENTS
This prospectus provides you with a general description of the securities
we may offer. Each time we or the selling stockholders sell securities, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add to or change
information contained in this prospectus. If so, the prospectus supplement
should be read as superseding this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information."
The prospectus supplement to be attached to the front of this prospectus
will describe the terms of any securities that we or the selling stockholders
offer and any initial offering price to the public in that offering, the
purchase price and net proceeds that we will receive and the other specific
terms related to that offering of the securities. For more details on the terms
of the securities, you should read the exhibits filed with our registration
statement, of which this prospectus is a part.
LEGAL OWNERSHIP OF SECURITIES
HOLDERS OF SECURITIES
Book-Entry Holders. Citadel Communications will issue debt securities in
book-entry form only, unless it specifies otherwise in the applicable prospectus
supplement. Citadel Communications may issue shares of common stock and shares
of preferred stock and the CCC Capital Trusts may issue preferred securities in
book-entry form. If securities are issued in book-entry form, this means the
securities will be represented by one or more global securities registered in
the name of a financial institution that holds them as depositary on behalf of
other financial institutions that participate in the depositary's book-entry
system. These participating institutions, in turn, hold beneficial interests in
the securities on behalf of themselves or their customers.
We will only recognize the person in whose name a security is registered as
the holder of that security. Consequently, for securities issued in global form,
we will recognize only the depositary as the holder of the securities and all
payments on the securities will be made to the depositary. The depositary passes
along the payments it receives to its participants, which in turn pass the
payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or
with their customers; they are not obligated to do so under the terms of the
securities.
As a result, investors will not own securities directly. Instead, they will
own beneficial interests in a global security, through a bank, broker or other
financial institution that participates in the depositary's book-entry system or
holds an interest through a participant. As long as the securities are issued in
global form, investors will be indirect holders, and not holders, of the
securities.
Street Name Holders. In the future Citadel Communications or a CCC Capital
Trust may terminate a global security or issue securities initially in
non-global form. In these cases, investors may choose to hold their securities
in their own names or in "street name." Securities held by an investor in street
name would be registered in the name of a bank, broker or other financial
institution that the investor chooses, and the investor would hold
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only a beneficial interest in those securities through an account he or she
maintains at that institution.
For securities held in street name, we will recognize only the intermediary
banks, brokers and other financial institutions in whose names the securities
are registered as the holders of those securities and all payments on those
securities will be made to them. These institutions pass along the payments they
receive to their customers who are the beneficial owners, but only because they
agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect holders,
not holders, of those securities.
Legal Holders. We, and any third parties employed by us or acting on your
behalf, such as trustees, depositories and transfer agents, are obligated only
to the legal holders of the securities. We do not have obligations to investors
who hold beneficial interests in global securities, in street name or by any
other indirect means. This will be the case whether an investor chooses to be an
indirect holder of a security or has no choice because Citadel Communications or
the CCC Capital Trust is issuing the securities only in global form.
For example, once Citadel Communications or a CCC Capital Trust makes a
payment or gives a notice to the holder, Citadel Communications or the CCC
Capital Trust has no further responsibility for the payment or notice even if
that holder is required, under agreements with depositary participants or
customers or by law, to pass it along to the indirect holders but does not do
so. Similarly, if Citadel Communications or the CCC Capital Trust wants to
obtain the approval of the holders for any purpose (for example, to amend an
indenture or to relieve Citadel Communications of the consequences of a default
or of its obligation to comply with a particular provision of the indenture)
Citadel Communications or CCC Capital Trust would seek the approval only from
the holders, and not the indirect holders, of the securities. Whether and how
the holders contact the indirect holders is up to the holders.
When we refer to you, we mean those who invest in the securities being
offered by this prospectus, whether they are the holders or only indirect
holders of those securities. When we refer to your securities, we mean the
securities being offered by this prospectus in which you hold a direct or
indirect interest.
Special Considerations for Indirect Holders. If you hold securities through
a bank, broker or other financial institution, either in book-entry form or in
street name, you should check with your own institution to find out:
- how it handles securities payments and notices;
- whether it imposes fees or charges;
- how it would handle a request for the holders' consent, if ever required;
- whether and how you can instruct it to send you securities registered in
your own name so you can be a holder, if that is permitted in the future;
- how it would exercise rights under the securities if there were a default
or other event triggering the need for holders to act to protect their
interests; and
- if the securities are in book-entry form, how the depositary's rules and
procedures will affect these matters.
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GLOBAL SECURITIES
What is a Global Security? A global security represents one or any other
number of individual securities. Generally, all securities represented by the
same global securities will have the same terms. Citadel Communications or a CCC
Capital Trust may, however, issue a global security that represents multiple
securities that have different terms and are issued at different times. We call
this kind of global security a master global security.
Each security issued in book-entry form will be represented by a global
security that Citadel Communications or a CCC Capital Trust deposits with and
registers in the name of a financial institution or its nominee that it selects.
The financial institution that is selected for this purpose is called the
depositary. Unless we specify otherwise in the applicable prospectus supplement,
The Depository Trust & Clearing Corporation, New York, New York, known as DTC,
will be the depositary for all securities issued in book-entry form.
A global security may not be transferred to or registered in the name of
anyone other than the depositary or its nominee, unless special termination
situations arise. We describe those situations below under "Special Situations
When a Global Security Will Be Terminated." As a result of these arrangements,
the depositary, or its nominee, will be the sole registered owner and holder of
all securities represented by a global security, and investors will be permitted
to own only beneficial interests in a global security. Beneficial interests must
be held by means of an account with a broker, bank or other financial
institution that in turn has an account with the depositary or with another
institution that does. Thus, an investor whose security is represented by a
global security will not be a holder of the security, but only an indirect
holder of a beneficial interest in the global security.
Special Considerations for Global Securities. As an indirect holder, an
investor's rights relating to a global security will be governed by the account
rules of the investor's financial institution and of the depositary, as well as
general laws relating to securities transfers. We do not recognize this type of
investor as a holder of securities and instead deal only with the depositary
that holds the global security.
If securities are issued only in the form of a global security, an investor
should be aware of the following:
- An investor cannot cause the securities to be registered in his or her
name, and cannot obtain non-global certificates for his or her interest
in the securities, except in the special situations we describe below.
- An investor will be an indirect holder and must look to his or her own
bank or broker for payments on the securities and protection of his or
her legal rights relating to the securities, as we describe under
"Holders of Securities" above.
- An investor may not be able to sell interests in the securities to some
insurance companies and to other institutions that are required by law to
own their securities in non-book-entry form.
- An investor may not be able to pledge his or her interest in a global
security in circumstances where certificates representing the securities
must be delivered to the lender or other beneficiary of the pledge in
order for the pledge to be effective.
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- The depositary's policies, which may change from time to time, will
govern payments, transfers, exchanges and other matters relating to an
investor's interest in a global security. Neither we nor any third
parties employed by us or acting on your behalf, such as trustees and
transfer agents, have any responsibility for any aspect of the
depositary's actions or for its records of ownership interests in a
global security. We also do not supervise the depositary in any way.
- DTC requires that those who purchase and sell interests in a global
security within its book-entry system use immediately available funds and
your broker or bank may require you to do so as well.
- Financial institutions that participate in the depositary's book-entry
system, and through which an investor holds its interest in a global
security, may also have their own policies affecting payments, notices
and other matters relating to the security. There may be more than one
financial intermediary in the chain of ownership for an investor. We do
not monitor and are not responsible for the actions of any of those
intermediaries.
Special Situations When a Global Security Will Be Terminated. In a few
special situations described below, a global security will be terminated and
interests in it will be exchanged for certificates in non-global form
representing the securities it represented. After that exchange, the choice of
whether to hold the securities directly or in street name will be up to the
investor. Investors must consult their own banks or brokers to find out how to
have their interests in a global security transferred on termination to their
own names, so that they will be holders. We have described the rights of holders
and street name investors above under "--Holders of Securities."
The special situations for termination of a global security are as follows:
- if the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary for that global security and we do
not appoint another institution to act as depositary within a specified
time period;
- if we elect to terminate that global security; or
- if an event of default has occurred with regard to securities represented
by that global security and has not been cured or waived.
The prospectus supplement may also list additional situations for
terminating a global security that would apply to a particular series of
securities covered by the prospectus supplement. If a global security is
terminated, only the depositary is responsible for deciding the names of the
institutions in whose names the securities represented by the global security
will be registered and, therefore, who will be the holders of those securities.
DESCRIPTION OF CITADEL COMMUNICATIONS'
SENIOR AND SENIOR SUBORDINATED DEBT SECURITIES
Citadel Communications may issue debt securities from time to time in one
or more distinct series. This section summarizes the material terms of Citadel
Communications' senior or senior subordinated debt securities that are common to
all series. Citadel Communications' junior subordinated debt securities are
discussed separately. Most of the financial and other
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terms of any series of debt securities that Citadel Communications offers will
be described in the prospectus supplement to be attached to the front of this
prospectus. For definitions of certain capitalized terms used in this
"Description of Citadel Communications' Senior and Senior Subordinated Debt
Securities," please refer to "--Certain Definitions" below.
As required by U.S. federal law for all bonds and notes of companies that
are publicly offered, the debt securities will be governed by a document called
an indenture. An indenture is a contract between Citadel Communications and a
financial institution, in our case, The Bank of New York, acting as trustee on
your behalf. The indenture will be subject to and governed by the Trust
Indenture Act of 1939. The trustee has two main roles:
- First, subject to some limitations, the trustee can enforce your rights
against Citadel Communications if it defaults.
- Second, the trustee performs certain administrative duties for Citadel
Communications, which include sending you interest payments and notices.
Because Citadel Communications may issue both senior debt securities and
senior subordinated debt securities, our references to the indenture in this
section are to each of the senior debt indenture and the senior subordinated
debt indenture, unless the context requires otherwise. In this section, we refer
to these indentures collectively as the indentures.
Because this section is a summary of the material terms of the indentures,
it does not describe every aspect of the debt securities. We urge you to read
the indentures because they, and not this description, define your rights as a
holder of debt securities. We have filed the forms of the indentures as exhibits
to a registration statement that we have filed with the SEC, of which this
prospectus is the part. See "Where You Can Find More Information," for
information on how to obtain copies of the indentures.
GENERAL
The debt securities will be unsecured obligations of Citadel
Communications. The senior debt securities will rank equally with all other
unsecured and unsubordinated indebtedness of Citadel Communications. The senior
subordinated debt securities will be subordinate and junior in right of payment
to all existing and future Senior Debt of Citadel Communications.
You should read the prospectus supplement for the following terms of the
series of debt securities offered by the prospectus supplement. These terms will
be established by authority of Citadel Communications' Board of Directors before
issuance of the series:
- the title of the debt securities and whether the debt securities will be
senior debt securities or subordinated debt securities;
- the aggregate principal amount of the debt securities, the percentage of
their principal amount at which the debt securities will be issued and
the date or dates when the principal of the debt securities will be
payable or how those dates will be determined;
- the interest rate or rates, which may be fixed or variable, that the debt
securities will bear, if any, and how the rate or rates will be
determined;
- the date or dates from which any interest will accrue or how the date or
dates will be determined, the date or dates on which any interest will be
payable, any regular
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record dates for these payments or how these dates will be determined and
the basis on which any interest will be calculated, if other than on the
basis of a 360-day year of twelve 30-day months;
- the place or places, if any, other than or in addition to New York City,
of payment, transfer, conversion and/or exchange of the debt securities
and where notices or demands to or upon us in respect of the debt
securities may be served;
- any optional redemption provisions;
- any sinking fund or other provisions that would obligate Citadel
Communications to repurchase or redeem the debt securities;
- whether the amount of payments of principal of, or premium, if any, or
interest on the debt securities will be determined with reference to an
index, formula or other method, which could be based on one or more
commodities, equity indices or other indices, and how these amounts will
be determined;
- any changes or additions to the events of default under the applicable
indenture or Citadel Communications' covenants with respect to the debt
securities;
- if not the principal amount of the debt securities, the portion of the
principal amount that will be payable upon acceleration of the maturity
of the debt securities or how that portion will be determined;
- any changes or additions to the provisions concerning defeasance and
covenant defeasance contained in the indenture that will be applicable to
the debt securities;
- any provisions granting special rights to the holders of the debt
securities upon the occurrence of specified events;
- if other than the trustee, the name of the paying agent(s), security
registrar and/or transfer agent for the debt securities;
- if the debt securities are not to be issued in book-entry form only and
held by DTC, as depositary, whether the debt securities will be issued in
global form or fully registered form and/or the identity of any
alternative depositary;
- the person to whom any interest in a debt security will be payable, if
other than the registered holder at the close of business on the regular
record date;
- the denomination or denominations that the debt securities will be
issued, if other than denominations of $1,000 or any integral multiples;
- whether such debt securities will be convertible into or exchangeable for
any other securities, and if so, the terms and conditions upon which such
debt securities will be so convertible or exchangeable;
- a discussion of federal income tax, accounting and other special
considerations, procedures and limitations with respect to the debt
securities; and
- any other terms of the debt securities that are consistent with the
provisions of the indenture.
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The indentures do not limit the amount of debt securities that Citadel
Communications is authorized to issue from time to time. The indentures also
provide that there may be more than one trustee thereunder, each for one or more
series of debt securities. At a time when two or more trustees are acting under
the indenture, each with respect to only certain series, the term debt
securities means the series of debt securities for which each respective trustee
is acting. If there is more than one trustee under the indenture, the powers and
trust obligations of each trustee will apply only to the debt securities for
which it is trustee. If two or more trustees are acting under the indenture,
then the debt securities for which each trustee is acting would be treated as if
issued under separate indentures.
Citadel Communications may issue debt securities with terms different from
those of debt securities that may already have been issued. Without the consent
of the holders thereof, Citadel Communications may reopen a previous issue of a
series of debt securities and issue additional debt securities of that series
unless the reopening was restricted when that series was created.
There is no requirement that Citadel Communications issues debt securities
in the future under any indenture, and Citadel Communications may use other
indentures or documentation, containing different provisions in connection with
future issues of other debt securities.
Citadel Communications may issue the debt securities as original issue
discount securities, which are debt securities, including any zero-coupon debt
securities, that are issued and sold at a discount from their stated principal
amount. Original issue discount securities provide that, upon acceleration of
their maturity, an amount less than their principal amount will become due and
payable. Citadel Communications will describe the U.S. federal income tax
consequences and other considerations applicable to original issue discount
securities in any prospectus supplement relating to them.
PAYMENT MECHANICS
Who Receives Payment? If interest is due on a debt security on an interest
payment date, Citadel Communications will pay the interest to the person or
entity in whose name the debt security is registered at the close of business on
the regular record date (see below) relating to the interest payment date. If
interest is due at maturity but on a day that is not an interest payment date,
Citadel Communications will pay the interest to the person or entity entitled to
receive the principal of the debt security. If principal or another amount
besides interest is due on a debt security at maturity, Citadel Communications
will pay the amount to the holder of the debt security against surrender of the
debt security at a proper place of payment, or, in the case of a global
security, in accordance with the applicable policies of the depositary.
Payments on Global Securities. Citadel Communications will make payments on
a global security in accordance with the applicable policies of the depositary
as in effect from time to time. Under those policies, Citadel Communications
will pay directly to the depositary, or its nominee, and not to any indirect
holders who own beneficial interests in the global security. An indirect
holder's right to those payments will be governed by the rules and practices of
the depositary and its participants, as described under "Securities We May
Issue--Legal Ownership of Securities--Global Securities--What Is a Global
Security?"
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Payments on Non-Global Securities. Citadel Communications will make
payments on a debt security in non-global form as follows. Citadel
Communications will pay interest that is due on an interest payment date by
check mailed on the interest payment date to the holder at his or her address
shown on the trustee's records as of the close of business on the regular record
date. Citadel Communications will make all other payments by check at the paying
agent described below, against surrender of the debt security. All payments by
check will be made in next-day funds, that is, funds that become available on
the day after the check is cashed.
Alternatively, if a non-global security has a face amount of at least
$1,000,000 and the holder asks Citadel Communications to do so, Citadel
Communications will pay any amount that becomes due on the debt security by wire
transfer of immediately available funds to an account at a bank in New York
City, on the due date. To request wire payment, the holder must give the paying
agent appropriate transfer instructions at least five business days before the
requested wire payment is due. In the case of any interest payment due on an
interest payment date, the instructions must be given by the person who is the
holder on the relevant regular record date. In the case of any other payment,
payment will be made only after the debt security is surrendered to the paying
agent. Any wire instructions, once properly given, will remain in effect unless
and until new instructions are given in the manner described above.
Regular Record Dates. Citadel Communications will pay interest to the
holders listed in the trustee's records as the owners of the debt securities at
the close of business on a particular day in advance of each interest payment
date. Interest will be paid to these holders if they are listed as the owner
even if they no longer own the debt security on the interest payment date. That
particular day, usually about two weeks in advance of the interest payment date,
is called the regular record date and will be identified in the prospectus
supplement.
Payment When Offices Are Closed. If any payment is due on a debt security
on a day that is not a business day, Citadel Communications will make the
payment on the next day that is a business day. Payments postponed to the next
business day in this situation will be treated under the indenture as if they
were made on the original due date. A postponement of this kind will not result
in a default under any debt security or the indenture, and no interest will
accrue on the postponed amount from the original due date to the next day that
is a business day.
Paying Agents. Citadel Communications may appoint one or more financial
institutions to act as its paying agents, at whose designated offices debt
securities in non-global form may be surrendered for payment at their maturity.
Citadel Communications calls each of those offices a paying agent. Citadel
Communications may add, replace or terminate paying agents from time to time.
Citadel Communications may also choose to act as its own paying agent.
Initially, Citadel Communications will appoint the trustee, at its corporate
trust office in New York City, as the paying agent. Citadel Communications must
notify you of changes in the paying agents.
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS ON THEIR DEBT SECURITIES.
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RANKING
Senior Debt Securities. Unless otherwise specified in a prospectus
supplement for a particular series of senior debt securities, the senior debt
securities will be senior indebtedness of Citadel Communications and will be
direct, unsecured obligations of Citadel Communications, ranking equally with
all other unsecured and unsubordinated indebtedness of Citadel Communications.
Citadel Communications is a holding company and the senior debt securities will
be effectively subordinated to all existing and future liabilities, including
indebtedness, of Citadel Communications' current subsidiary or future
subsidiaries. See "Holding Company Structure and Secured Claims."
Senior Subordinated Debt Securities. The senior subordinated debt
securities are, to the extent set forth in the senior subordinated indenture,
subordinate in right of payment to the prior payment in full of all Senior Debt
of Citadel Communications. Upon any payment or distribution of assets of Citadel
Communications to creditors upon any liquidation, dissolution, winding-up,
reorganization, assignment for the benefit of creditors, marshaling of assets or
any bankruptcy, insolvency or similar proceedings of Citadel Communications
(except in connection with the consolidation or merger of Citadel Communications
or its liquidation or dissolution following the conveyance, transfer or lease of
its properties and assets substantially as an entirety, upon the terms and
conditions described under "--Consolidation, Merger and Sale of Assets"), the
holders of Senior Debt will first be entitled to receive payment in full, in
cash or cash equivalents, of all amounts due or to become due on or in respect
of such Senior Debt before the holders of senior subordinated debt securities
are entitled to receive any payment of principal of, or premium, if any, or
interest on the senior subordinated debt securities or on account of the
purchase or redemption or other acquisition of senior subordinated debt
securities by Citadel Communications. In the event that, notwithstanding the
foregoing, the trustee under the senior subordinated indenture or the holder of
any senior subordinated debt security receives any payment or distribution of
assets of Citadel Communications of any kind or character (excluding equity or
subordinated securities of Citadel Communications provided for in a plan of
reorganization or readjustment that, in the case of subordinated securities, are
subordinated in right of payment to all Senior Debt to at least the same extent
as the senior subordinated debt securities are so subordinated), before all the
Senior Debt is paid in full, then such payment or distribution will be held in
trust for the holders of Senior Debt and will be required to be paid over or
delivered forthwith to the trustee in bankruptcy or other person making payment
or distribution of assets of Citadel Communications for application to the
payment of all Senior Debt remaining unpaid, to the extent necessary to pay the
Senior Debt in full.
Citadel Communications may not make any payments on account of the senior
subordinated debt securities or on account of the purchase or redemption or
other acquisition of senior subordinated debt securities if a default in the
payment when due of principal of, or premium, if any, or interest on Specified
Senior Debt has occurred and is continuing or a default in the payment when due
of commitment, facility or other fees, letter of credit fees or agency fees
under Citadel Communications' credit facility, or a default in payments when due
with respect to letter of credit reimbursement arrangements with the agent under
the credit facility has occurred and is continuing (a "Senior Payment Default").
In addition, if any default other than a Senior Payment Default with respect to
any Specified Senior Debt permitting the holders thereof or a trustee or agent
on behalf thereof to accelerate the
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maturity thereof (a "Senior Nonmonetary Default") has occurred and is continuing
and Citadel Communications and the trustee under the senior subordinated
indenture have received written notice thereof from the agent under the credit
facility or from an authorized person on behalf of any holder of Specified
Senior Debt, then Citadel Communications may not make any payments on account of
the debt securities or on account of the purchase or redemption or other
acquisition of debt securities for a blockage period commencing on the date
Citadel Communications and the trustee under the senior subordinated indenture
receive such written notice of default and ending on the earliest of:
- 179 days after such date;
- the date, if any, on which the Specified Senior Debt to which such
default relates is discharged or such default is waived or otherwise
cured; and
- the date, if any, on which such blockage period has been terminated by
written notice to Citadel Communications or the trustee under the senior
subordinated indenture from the agent under the credit facility or from
the person who gave the written notice of default.
Any number of additional payment blockage periods may be commenced during
the period commencing on the date Citadel Communications and the trustee under
the senior subordinated indenture receive the written notice of default and
ending 179 days after that date; provided, however, that no such additional
payment blockage periods shall extend beyond this period. After the expiration
of that period, no payment blockage period may be commenced until at least 181
consecutive days shall have elapsed from the last day of the period. No Senior
Nonmonetary Default that existed or was continuing on the date of the
commencement of any blockage period with respect to the Specified Senior Debt
initiating such blockage period will be, or can be, made the basis for the
commencement of a subsequent blockage period, unless such default has been cured
or waived for a period of not less than 90 consecutive days. In the event that,
notwithstanding the foregoing, Citadel Communications makes any payment to the
trustee under the senior subordinated indenture or the holder of any debt
security prohibited by these blockage provisions, then such payment will be held
in trust for the holders of Senior Debt and will be required to be paid over and
delivered forthwith to the holders of the Senior Debt remaining unpaid, to the
extent necessary to pay in full all the Senior Debt.
By reason of such subordination, in the event of insolvency, creditors of
Citadel Communications who are not holders of Senior Debt may recover less,
ratably, than holders of Senior Debt and may recover more, ratably, than the
holders of the senior subordinated securities.
The subordination provisions described above will cease to be applicable to
the debt securities upon any defeasance or covenant defeasance of the debt
securities as described under "--Defeasance or Covenant Defeasance of
Indenture."
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
indentures. Reference is made to the full definition of all such terms as well
as any other capitalized terms used in this "Description of Citadel
Communications' Senior and Senior Subordinated Debt Securities" section for
which no definition is provided.
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"Affiliate" means, with respect to any specified person, any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For the purposes of this definition,
"control," when used with respect to any specified person, means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Capital Stock" of any person means any and all shares, interests,
partnership interests, participations, rights in or other equivalents, however
designated, of such person's equity, however designated, whether now outstanding
or issued after the date of the indenture.
"Debt" means, without duplication, with respect to any person, whether
recourse is to all or a portion of the assets of such person and whether or not
contingent:
- every obligation of such person for money borrowed;
- every obligation of such person evidenced by bonds, debentures, notes or
other similar instruments;
- every reimbursement obligation of such person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account
of such person;
- every obligation of such person issued or assumed as the deferred
purchase price of property or services;
- every obligation incurred or assumed under or in connection with any
capital lease of real or personal property that, in accordance with
generally accepted accounting principles, has been recorded as a
capitalized lease on the balance sheet of such person;
- all Disqualified Stock of such person valued at its maximum fixed
repurchase price, plus accumulated and unpaid dividends;
- all obligations of such person under (a) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (b)
other agreements or arrangements designed to protect such person against
fluctuations in interest rates or the value of foreign currencies of such
person; and
- every obligation of the types referred to in the clauses above of another
person and all dividends of another person (1) the payment of which, in
either case, such person has guaranteed or (2) which is secured by any
Lien on any property or asset of such person, the amount of such Debt
being deemed to be the lesser of the actual amount of the guarantee or
the value of such property or asset subject to such Lien, as the case may
be, and the amount of the Debt so guaranteed or secured, as the case may
be. For purposes of this definition, the "maximum fixed repurchase price"
of any Disqualified Stock that does not have a fixed repurchase price
will be calculated in accordance with the terms of such Disqualified
Stock as if such Disqualified Stock were repurchased on any date on which
Debt is required to be determined pursuant to the indenture, and if such
price is based upon, or measured by, the fair market value of such
Disqualified Stock, such fair market value will be determined reasonably
and in good faith by the board of directors of the issuer of such
Disqualified Stock.
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Notwithstanding the foregoing, trade accounts payable and accrued
liabilities arising in the ordinary course of business, any liability for
federal, state or local taxes or other taxes owed by such person and the
exchangeable preferred stock will not be considered Debt for purposes of
this definition. The amount outstanding at any time of any Debt issued
with original issue discount is the aggregate principal amount at
maturity of such Debt, less the remaining unamortized portion of the
original issue discount of such Debt at such time, as determined in
accordance with generally accepted accounting principles.
"Disqualified Stock" means, with respect to any series of debt securities,
any class or series of Capital Stock of Citadel Communications or any Subsidiary
that, either by its terms or by the terms of any security into which it is
convertible or exchangeable or by contract or upon the happening of any event,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in
part, on or prior to the maturity date of such series of debt securities.
"Senior Debt" means the principal of and premium, if any, and interest on,
including interest accruing after the filing of a petition initiating any
proceeding pursuant to any bankruptcy law, whether or not allowed, and other
amounts due on or in connection with any Debt of Citadel Communications, other
than Debt that ranks equal in right of payment with the senior subordinated debt
securities, whether outstanding on the date of execution of the senior
subordinated indenture or thereafter incurred, unless, in the case of any
particular Debt, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Debt will be
subordinate in right of payment to any Debt or other general unsecured
obligations of Citadel Communications. Without limiting the generality of the
foregoing, Senior Debt includes the principal of and premium, if any, fees and
interest, including interest accruing after the occurrence of an event of
default or after the filing of a petition initiating any proceeding pursuant to
any bankruptcy law, whether or not allowed, on all obligations of every nature
of Citadel Communications from time to time owed to the lenders under Citadel
Communications' credit facility. Notwithstanding the foregoing, Senior Debt will
not include:
(a) Debt that is Disqualified Stock,
(b) Debt of Citadel Communications to a Subsidiary or any other Affiliate
of Citadel Communications or any of such Affiliate's Subsidiaries, and
(c) that portion of any Debt that, at the time of the incurrence, is
incurred by Citadel Communications in violation of the indenture.
"Specified Senior Debt" means (a) all Senior Debt under Citadel
Communications' credit facility and (b) any other issue of Senior Debt having a
principal amount of at least $10.0 million.
"Subsidiary" means any person a majority of the equity ownership or Voting
Stock of which is at the time owned, directly or indirectly, by Citadel
Communications and/or one or more other Subsidiaries of Citadel Communications.
"Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any person, irrespective of whether
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or not, at the time, stock of any other class or classes has, or might have,
voting power by reason of the happening of any contingency.
CERTAIN COVENANTS
The applicable prospectus supplement will describe any material covenants
in respect of any series of debt securities.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Each indenture restricts Citadel Communications' ability to, among other
things:
- consolidate;
- merge; or
- transfer or lease substantially all of its assets.
Citadel Communications will not consolidate with or merge with or into any
other person or, directly or indirectly, convey, transfer or lease its
properties and assets substantially as an entirety to any person or persons,
unless:
(a) Either (1) Citadel Communications is the surviving corporation or (2)
the person, if other than Citadel Communications, formed by such consolidation
or into which Citadel Communications is merged or the person that acquires by
sale, assignment, transfer, lease or other disposition the properties and assets
of Citadel Communications substantially as an entirety (A) is a corporation,
partnership or trust organized and validly existing under the laws of the United
States, any state thereof or the District of Columbia and (B) expressly assumes,
by a supplemental indenture in form satisfactory to the trustee under each
indenture, all of Citadel Communications' obligations under such indenture and
the debt securities.
(b) Immediately after giving effect to such transaction, no default or
event of default under the indenture has occurred and is continuing.
(c) Citadel Communications delivers, or causes to be delivered, to the
trustee under each indenture, in form and substance reasonably satisfactory to
the trustee under such indenture, an officers' certificate and an opinion of
counsel, each stating that such transaction complies with the requirements of
the indenture.
In the event of any transaction described in and complying with the
conditions listed in the first paragraph of this covenant in which Citadel
Communications is not the continuing obligor under the indentures, the surviving
entity will succeed to, and be substituted for, and may exercise every right and
power of, Citadel Communications under the indentures, and thereafter Citadel
Communications will, except in the case of a lease, be discharged from all its
obligations and covenants under the indentures and debt securities.
EVENTS OF DEFAULT
Each of the following will be events of default under each indenture:
(a) Default in the payment of any interest on any debt security when it
becomes due and payable, and continuance of such default for a period of 30
days.
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(b) Default in the payment of the principal of, or premium, if any, on, any
debt security when due.
(c) Default in payment of any sinking or purchase fund or similar
obligation.
(d) Failure to perform or comply with the indenture provisions described
under "--Consolidation, Merger and Sale of Assets."
(e) Default in the performance, or breach, of any covenant or agreement of
Citadel Communications contained in the indenture, other than a default in the
performance, or breach, of a covenant or agreement that is specifically dealt
with elsewhere in the indenture, and continuance of such default or breach for a
period of 60 days after written notice has been given to Citadel Communications
by the trustee under the indenture or to Citadel Communications and the trustee
under the indenture by the holders of at least 25% in aggregate principal amount
of the debt securities then outstanding.
(f) (1) An event of default has occurred under any mortgage, bond,
indenture, loan agreement or other document evidencing an issue of Debt of
Citadel Communications or any Restricted Subsidiary (as such term will be
defined in the applicable prospectus supplement), which issue has an aggregate
outstanding principal amount of not less than $5.0 million, and such default has
resulted in such Debt becoming, whether by declaration or otherwise, due and
payable prior to the date on which it would otherwise become due and payable or
(2) a default in any payment when due at final maturity of any such Debt.
(g) Failure by Citadel Communications or any of its Restricted Subsidiaries
to pay one or more final judgments the uninsured portion of which exceeds in the
aggregate $5.0 million, which judgment or judgments are not paid, discharged or
stayed for a period of 60 days.
(h) The occurrence of certain events of bankruptcy, insolvency or
reorganization with respect to Citadel Communications or any Restricted
Subsidiary.
If an event of default, other than as specified in clause (h) above, occurs
and is continuing, the applicable trustee or the holders of not less than 25% in
aggregate principal amount of the debt securities of any series then outstanding
may, and the applicable trustee at the request of such holders shall, declare
the principal of all of the outstanding debt securities of any series
immediately due and payable, by a notice in writing to Citadel Communications,
and to the applicable trustee if given by the holders, and, if Citadel
Communications' credit facility is in effect, to the agent under the credit
facility, and, upon any such declaration, such principal will become due and
payable immediately. If an event of default specified in clause (h) above occurs
and is continuing, then such principal will ipso facto become and be immediately
due and payable without any declaration or other act on the part of the trustee
under each indenture or any holder of debt securities.
At any time after a declaration of acceleration under the indentures, but
before a judgment or decree for payment of the money due has been obtained by
the trustee under any indenture, the holders of a majority in aggregate
principal amount of the outstanding debt
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securities, by written notice to Citadel Communications and the applicable
trustee, may rescind such declaration and its consequences if:
(1) Citadel Communications has paid or deposited with the trustee under the
indenture a sum sufficient to pay:
(A) all overdue interest on all debt securities,
(B) all unpaid principal of, and premium, if any, on, any outstanding
debt securities that has become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the debt securities,
(C) to the extent that payment of such interest is lawful, interest
upon overdue interest and overdue principal amount at the rate borne by the
debt securities, and
(D) all sums paid or advanced by the applicable trustee and the
reasonable compensation, expenses, disbursements and advances of that
trustee under the indenture, its agents and counsel, and
(2) all events of default under the indenture, other than the non-payment
of principal of, or premium, if any, on, or interest on the debt securities that
have become due solely by such declaration of acceleration, have been cured or
waived.
No such rescission will affect any subsequent default or impair any right
consequent thereon.
The holders of not less than a majority in aggregate principal amount of
the outstanding debt securities of any series may, on behalf of the holders of
all of the debt securities of such series, waive any past defaults under the
indenture, except a default in the payment of the principal of, and premium, if
any, or interest on any debt security, or in respect of a covenant or provision
that under the indentures cannot be modified or amended without the consent of
the holder of each debt security outstanding.
If a default or an event of default under the indenture occurs and is
continuing and is known to the applicable trustee, the trustee will mail to each
holder of the debt securities notice of the default or event of default within
90 days after the occurrence thereof. Except in the case of a default or an
event of default in payment of principal of, and premium, if any, on, or
interest on any debt securities, the trustee may withhold the notice to the
holders of the debt securities if a committee of its trust officers in good
faith determines that withholding such notice is in the interests of the holders
of the debt securities.
Citadel Communications is required to furnish to the trustee under each
indenture annual statements as to the performance by Citadel Communications of
its obligations under the applicable indenture and as to any default in such
performance. Citadel Communications is also required to notify the trustee under
each indenture within five days of any officer of Citadel Communications having
knowledge of any default.
DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE
Citadel Communications may, at its option and at any time, terminate its
obligations with respect to the debt securities of a particular series and some
of the covenants in each indenture ("defeasance"), subject to the exceptions set
forth below. Such defeasance means
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that Citadel Communications will be deemed to have paid and discharged the
entire Debt represented by the then outstanding debt securities of the
particular series, except for:
- the rights of holders of then outstanding debt securities of the series
to receive payments in respect of the principal of, and premium, if any,
on, and interest on the debt securities when such payments are due;
- Citadel Communications' obligations to issue temporary debt securities,
register the transfer or exchange of any debt securities, replace
mutilated, destroyed, lost or stolen debt securities, maintain an office
or agency for payments in respect of the debt securities and segregate
and hold such payments in trust;
- the rights, powers, trusts, duties and immunities of the trustee under
the indenture; and
- the defeasance provisions of the applicable indenture.
In addition, Citadel Communications may, at its option and at any time,
elect to terminate the obligations of Citadel Communications with respect to
certain covenants set forth in each indenture and any omission to comply with
such obligations would not constitute a default or an event of default with
respect to the debt securities ("covenant defeasance").
In order to exercise either defeasance or covenant defeasance,
- Citadel Communications must irrevocably deposit or cause to be deposited
with the applicable trustee, as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the
holders of the debt securities of a particular series, money in an
amount, or U.S. government securities that through the scheduled payment
of principal and interest thereon will provide money in an amount, or a
combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay and discharge
the principal of, and premium, if any, on, and interest on the then
outstanding debt securities of that series at maturity, or upon
redemption, if applicable, of such principal or installment of interest;
- no default or event of default has occurred and is continuing on the date
of such deposit or, insofar as an event of bankruptcy under clause (h) of
"--Events of Default" above is concerned, at any time during the period
ending on the 91st day after the date of such deposit;
- such defeasance or covenant defeasance must not result in a breach or
violation of, or constitute a default under, the indenture or any
material agreement or instrument to which Citadel Communications is a
party or by which it is bound or cause the applicable trustee or the
trust so created to be subject to the Investment Company Act of 1940, as
amended;
- in the case of defeasance, Citadel Communications must deliver to the
applicable trustee an opinion of counsel stating that Citadel
Communications has received from, or there has been published by, the
Internal Revenue Service a ruling, or since the date hereof, there has
been a change in applicable federal income tax law, to the effect, and
based thereon such opinion must confirm that, the holders of the
outstanding debt securities will not recognize income, gain or loss for
federal income
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tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not
occurred;
- in the case of covenant defeasance, Citadel Communications must have
delivered to the applicable trustee an opinion of counsel to the effect
that the holders of the debt securities outstanding will not recognize
income, gain or loss for federal income tax purposes as a result of such
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the
case if such covenant defeasance had not occurred; and
- Citadel Communications must have delivered to the applicable trustee an
officers' certificate and an opinion of counsel, each stating that all
conditions precedent provided for relating to either the defeasance or
the covenant defeasance, as the case may be, have been complied with.
SATISFACTION AND DISCHARGE
The indenture will cease to be of further effect, except as to surviving
rights of registration of transfer or exchange of the debt securities, as
expressly provided for in each indenture, and, upon the request of Citadel
Communications, the trustee under each indenture, at the expense of Citadel
Communications, will execute proper instruments acknowledging satisfaction and
discharge of the indenture when (a) either:
(1) all the debt securities theretofore authenticated and delivered under
the indenture, other than destroyed, lost or stolen debt securities that have
been replaced or paid and debt securities that have been subject to defeasance
as described under "--Defeasance or Covenant Defeasance of Indenture," have been
delivered to the trustee under the indenture for cancellation or
(2) all debt securities not theretofore delivered to the trustee under the
indenture for cancellation:
(A) have become due and payable,
(B) will become due and payable at their maturity within one year, or
(C) are to be called for redemption within one year under arrangements
satisfactory to the trustee under the indenture for the giving of notice of
redemption by the trustee under the indenture in the name, and at the
expense, of Citadel Communications,
and Citadel Communications has irrevocably deposited or caused to be deposited
with the trustee under the applicable indenture funds in trust for the purpose
in an amount sufficient to pay and discharge the entire Debt on such debt
securities not theretofore delivered to the trustee under the indenture for
cancellation, for principal, and premium, if any, on, and interest to the date
of such deposit, in the case of debt securities that have become due and
payable, or to the maturity or redemption date, as the case may be,
(b) Citadel Communications has paid or caused to be paid all sums payable
under the indenture by Citadel Communications, and
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(c) Citadel Communications has delivered to the trustee under the indenture
an officers' certificate and an opinion of counsel, each stating that all
conditions precedent provided in the indenture relating to the satisfaction and
discharge of the indenture have been complied with.
AMENDMENTS AND WAIVERS
Modifications and amendments of each indenture may be made by Citadel
Communications and the applicable trustee with the consent of the holders of a
majority in aggregate outstanding principal amount of the debt securities of
each series affected by the modification; provided, however, that no such
modification or amendment may, without the consent of the holder of each
outstanding debt security affected thereby:
(a) change the maturity of the principal of, or any installment of interest
on, any debt security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or change
the place of payment where or change the coin or currency in which, any debt
security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment after the maturity
thereof, or, in the case of redemption, on or after the redemption date,
(b) reduce the percentage in principal amount of outstanding debt
securities of any series, the consent of whose holders is required for any such
amendment or for any waiver of compliance with certain provisions of, or certain
defaults and their consequences provided for under, the indenture,
(c) modify any of the provisions of the applicable indenture relating to
the subordination of the debt securities in a manner materially adverse to the
holders, or
(d) waive a default in the payment of principal of, or premium, if any, or
interest on the debt securities of any series or reduce the percentage or
aggregate principal amount of outstanding debt securities of any series the
consent of whose holders is necessary for waiver of compliance with certain
provisions of the indenture or for waiver of certain defaults.
The holders of a majority in aggregate principal amount of the debt
securities of any series outstanding may waive compliance with certain
restrictive covenants and provisions of the indenture with respect to that
series of debt securities.
Without the consent of any holders, Citadel Communications and the trustee
under the indenture, at any time and from time to time, may enter into one or
more indentures supplemental to the indenture governing the debt securities for
any of the following purposes:
(a) to evidence the succession of another person to Citadel Communications
and the assumption by any such successor of the covenants of Citadel
Communications in the indenture and in the debt securities,
(b) to add to the covenants of Citadel Communications for the benefit of
the holders, or to surrender any right or power conferred upon Citadel
Communications under the indenture,
(c) to add additional events of default,
(d) to provide for uncertificated debt securities in addition to or in
place of the certificated debt securities,
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(e) to evidence and provide for the acceptance of appointment under the
indenture by a successor trustee under the indenture,
(f) to secure the debt securities,
(g) to cure any ambiguity, to correct or supplement any provision in the
indenture that may be defective or inconsistent with any other provision in the
indenture, or to make any other provisions with respect to matters or questions
arising under the indenture, provided that such actions pursuant to this clause
do not adversely affect the interests of the holders in any material respect, or
(h) to comply with any requirements of the SEC in order to effect and
maintain the qualification of the indenture under the Trust Indenture Act.
THE TRUSTEE
The initial trustee under each indenture will be The Bank of New York. The
Bank of New York will also be the initial paying agent and registrar for the
debt securities. The Bank of New York is a lender under Citadel Broadcasting's
credit facility. The Bank of New York is also the trustee for Citadel
Broadcasting's 9 1/4% Senior Subordinated Notes due 2007 and 10 1/4% Senior
Subordinated Notes due 2008 and transfer agent for Citadel Broadcasting's
13 1/4% Exchangeable Preferred Stock.
The indenture provides that, except during the continuance of an event of
default under the indenture, the trustee under the indenture will perform only
such duties as are specifically set forth in the indenture. Under the indenture,
the holders of a majority in outstanding principal amount of the debt securities
will have the right to direct the time, method and place of conducting any
proceeding or exercising any remedy available to the trustee under the
indenture, subject to certain exceptions. If an event of default has occurred
and is continuing, the trustee under the indenture will exercise such rights and
powers vested in it under the indenture and use the same degree of care and
skill in its exercise as a prudent person would exercise under the circumstances
in the conduct of such person's own affairs.
The indenture and provisions of the Trust Indenture Act incorporated by
reference in the indenture, contain limitations on the rights of the trustee
under the indenture, should it become a creditor of Citadel Communications, to
obtain payment of claims in certain cases or to realize on certain property
received by it in respect of any such claims, as security or otherwise. The
trustee under the indenture is permitted to engage in other transactions.
However, if the trustee under the indenture acquires any prohibited conflicting
interest, it must eliminate the conflict or resign.
GOVERNING LAW
The indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.
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DESCRIPTION OF THE PREFERRED STOCK
AND THE DEPOSITARY SHARES REPRESENTING
FRACTIONAL SHARES OF PREFERRED STOCK
This section describes the general terms and provisions of the preferred
stock that Citadel Communications may offer by this prospectus. The applicable
prospectus supplement will describe the specific terms of the series of
preferred stock then offered, and the terms and provisions described in this
section will apply only to the extent not superseded by the terms of the
applicable prospectus supplement.
This section is only a summary of the preferred stock that Citadel
Communications may offer. Currently, Citadel Communications has no outstanding
preferred stock. We urge you to read carefully Citadel Communications'
Certificate of Incorporation and the certificate of designation Citadel
Communications will file in relation to an issue of any particular series of
preferred stock before you buy any preferred stock.
BOOK-ENTRY SECURITIES
The preferred stock may be issued in whole or in part in the form of one or
more global securities. See "Securities We May Issue" for additional information
about your limited rights as the beneficial owner of a global security.
TERMS OF FUTURE SERIES OF PREFERRED STOCK
The Board of Directors of Citadel Communications may, without further
action of the stockholders, issue up to 20,000 shares of undesignated preferred
stock in one or more classes or series. Any undesignated preferred stock issued
by Citadel Communications may:
- rank prior to the common stock as to dividend rights, liquidation
preference or both;
- have full or limited voting rights; and
- be convertible into shares of common stock or other securities.
The powers, designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions,
including dividend rights, voting rights, conversion rights, terms of redemption
and liquidation preferences, of the preferred stock of each series will be fixed
or designated by the Board of Directors of Citadel Communications pursuant to a
certificate of designation. We will describe in the applicable prospectus
supplement the specific terms of a particular series of preferred stock, which
will include the following:
- the maximum number of shares in the series;
- the designation of the series;
- the terms of any voting rights of the series;
- the dividend rate, if any, on the shares of such series, the conditions
and dates upon which such dividends shall be payable, the preference or
relation which such dividends shall bear to the dividends payable on any
other class or classes or on any
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other series of capital stock, and whether such dividends shall be
cumulative or non-cumulative;
- whether the shares of such series shall be redeemable by Citadel
Communications and, if so, the times, prices and other terms and
conditions of such redemption;
- the rights of the holders of shares of such series upon the liquidation,
dissolution or winding up of Citadel Communications;
- whether or not the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to
the purchase or redemption of the shares of such series for retirement or
to other corporate purposes and the terms and provisions relative to the
operation thereof;
- whether or not the shares of such series shall be convertible into, or
exchangeable for, (a) debt securities of Citadel Communications, (b)
shares of any other class or classes of stock of Citadel Communications,
or of any other series of the same or different class of stock, or (c)
shares of any class or series of stock of any other corporation, and if
so convertible or exchangeable, the price or prices or the rate or rates
of conversion or exchange and the method, if any, of adjusting the same;
- the limitations and restrictions, if any, to be effective while any
shares of such series are outstanding upon the payment of dividends or
making of other distributions on, and upon the purchase, redemption or
other acquisition by Citadel Communications of, the Citadel
Communications' common stock, or any other class or classes of stock of
Citadel Communications ranking junior to the shares of such series either
as to dividends or upon liquidation;
- the conditions or restrictions, if any, upon the creation of indebtedness
of Citadel Communications or upon the issue of any additional stock,
including additional shares of such series or of any other series or of
any other class, ranking on a parity with or prior to the shares of such
series as to dividends or distribution of assets on liquidation,
dissolution or winding up;
- whether fractional interests in shares of the series will be offered in
the form of depositary shares as described below under "--Depositary
Shares;"
- any other preference and relative, participating, optional or other
special rights or qualifications, limitations or restrictions thereof;
and
- Citadel Communications' ability to modify the rights of holders otherwise
than by a vote of a majority or more of the shares outstanding.
The preferred stock will, when issued, be fully paid and nonassessable.
Citadel Communications will select the transfer agent, registrar and dividend
disbursement agent for a series of preferred stock and will describe its
selection in the applicable prospectus supplement. The registrar for shares of
preferred stock will send notices to stockholders of any meetings at which
holders of the preferred stock have the right to elect directors of Citadel
Communications or to vote on any other matter of Citadel Communications.
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DEPOSITARY SHARES
This section describes the general terms and provisions of the depositary
shares we may offer. The applicable prospectus supplement will describe the
specific terms of the depositary shares offered through that prospectus
supplement, including, but not limited to, the title of the depositary shares
and the deposited security, the amount of deposited securities represented by
one depositary share, and any general terms outlined in this section that will
not apply to those depositary shares.
We have summarized certain terms and provisions of the depositary
agreement, the depositary shares and the depositary receipts in this section.
The summary is not complete. We have also filed the form of depositary
agreement, including the form of depositary receipt, as an exhibit to the
registration statement, of which this prospectus is a part. You should read the
forms of depositary agreement and depositary receipt relating to a series of
preferred stock for additional information before you buy any depositary shares
that represent preferred stock of such series.
General. Citadel Communications may offer fractional interests in preferred
stock rather than full shares of preferred stock. If this occurs, Citadel
Communications will provide for the issuance by a depositary to the public of
receipts for depositary shares, each of which will represent a fractional
interest in a share of a particular series of preferred stock.
The stock of any series of preferred stock underlying the depositary shares
will be deposited under a separate depositary agreement between us and a
depositary. For these purposes, the depositary will be a bank or trust company
having its principal office in the United States and having a combined capital
and surplus of at least $50 million. Citadel Communications will name the
depositary and give the address of its principal executive office in the
applicable prospectus supplement. Subject to the terms of the depositary
agreement, each owner of a depositary share will have a fractional interest in
all the rights and preferences of the preferred stock underlying such depositary
shares. Those rights include any dividend, voting, redemption, conversion and
liquidation rights.
The depositary shares will be evidenced by depositary receipts issued under
the depositary agreement. If you purchase fractional interests in shares of the
related series of preferred stock, you will receive depositary receipts as
described in the applicable prospectus supplement. While the final depositary
receipts are being prepared, we may order the depositary to issue temporary
depositary receipts substantially identical to the final depositary receipts in
final form. The holders of the temporary depositary receipts will be entitled to
the same rights as if they held the depositary receipts although not in final
form. Holders of the temporary depositary receipts can exchange them for the
final depositary receipts at our expense.
If you surrender depositary receipts at the principal office of the
depositary, unless the related depositary shares have previously been called for
redemption, you are entitled to receive at such office the number of shares of
preferred stock and any money or other property represented by such depositary
shares. Citadel Communications will not issue partial shares of preferred stock.
If you deliver depositary receipts evidencing a number of depositary shares that
represent more than a whole number of shares of preferred stock, the depositary
will issue you a new depositary receipt evidencing such excess number of
depositary shares at the same time that the shares of preferred stock are
withdrawn. Holders of preferred stock received in exchange for depositary shares
will no longer be entitled to
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deposit such preferred stock under the depositary agreement or to receive
depositary shares in exchange for such preferred stock.
Dividends and Other Distributions. The depositary will distribute all cash
dividends or other cash distributions received with respect to the preferred
stock to the record holders of depositary shares representing the preferred
stock in proportion to the number of depositary shares owned by the holders on
the relevant record date. The depositary will distribute only the amount that
can be distributed without attributing to any holder of depositary shares a
fraction of one cent. The balance not distributed will be added to and treated
as part of the next sum received by the depositary for distribution to record
holders of depositary shares.
If there is a distribution other than in cash, the depositary will
distribute property to the holders of depositary shares, unless the depositary
determines that it is not feasible to make such distribution. If this occurs,
the depositary may, with Citadel Communications' approval, sell the property and
distribute the net proceeds from the sale to the holders of depositary shares.
The depositary agreement will also contain provisions relating to how any
subscription or similar rights offered by us to the holders of the preferred
stock will be made available to the holders of depositary shares.
Conversion and Exchange. If any series of preferred stock underlying the
depositary shares is subject to conversion or exchange, the applicable
prospectus supplement will describe the rights or obligations of each record
holder of depositary receipts to convert or exchange the depositary shares.
Redemption of Depositary Shares. If the series of the preferred stock
underlying the depositary shares is subject to redemption, the depositary shares
will be redeemed from the redemption proceeds, in whole or in part, of such
series of the preferred stock held by the depositary. The depositary will mail
notice of redemption between 30 to 60 days prior to the date fixed for
redemption to the record holders of the depositary shares to be redeemed at
their addresses appearing in the depositary's records. The redemption price per
depositary share will bear the same relationship to the redemption price per
share of preferred stock that the depositary share bears to the underlying
preferred share. Whenever Citadel Communications redeems preferred stock held by
the depositary, the depositary will redeem, as of the same redemption date, the
number of depositary shares representing the preferred stock redeemed. If less
than all the depositary shares are to be redeemed, the depositary shares to be
redeemed will be selected by lot or pro rata as determined by the depositary.
After the date fixed for redemption, the depositary shares called for
redemption will no longer be outstanding. When the depositary shares are no
longer outstanding, all rights of the holders will cease, except the right to
receive money or other property that the holders of the depositary shares were
entitled to receive upon such redemption. Such payments will be made when
holders surrender their depositary receipts to the depositary.
Voting the Preferred Stock. Upon receipt of notice of any meeting at which
the holders of the preferred stock are entitled to vote, the depositary will
mail information about the meeting contained in the notice to the record holders
of the depositary shares relating to such preferred stock. Each record holder of
such depositary shares on the record date, which will be the same date as the
record date for the preferred stock, will be entitled to instruct the
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depositary as to how the preferred stock underlying the holder's depositary
shares should be voted.
The depositary will try, if practical, to vote the number of shares of
preferred stock underlying the depositary shares according to the instructions
received. We will agree to take all action requested and deemed necessary by the
depositary in order to enable the depositary to vote the preferred stock in that
manner. The depositary will not vote any preferred stock for which it does not
receive specific instructions from the holder of the depositary shares relating
to such preferred stock.
Taxation. Provided that each obligation in the depositary agreement and any
related agreement is performed in accordance with its terms, owners of
depositary shares will be treated for U.S. federal income tax purposes as if
they were owners of the shares of preferred stock represented by the depositary
shares. Accordingly, for federal income tax purposes they will have the income
and deductions to which they would be entitled if they were holders of the
preferred stock. In addition:
- No gain or loss will be recognized for U.S. federal income tax purposes
upon withdrawal of preferred stock in exchange for depositary shares as
provided in the depositary agreement.
- The tax basis of each share of preferred stock to an exchanging owner of
depositary shares will, upon the exchange, be the same as the aggregate
tax basis of the depositary shares exchanged for such preferred stock.
- The holding period for the preferred stock, in the hands of an exchanging
owner of depositary shares who held the depositary shares as a capital
asset at the time of the exchange, will include the period that the owner
held such depositary shares.
Amendment and Termination of the Depositary Agreement. The form of
depositary receipt evidencing the depositary shares and any provision of the
depositary agreement may be amended by agreement between Citadel Communications
and the depositary at any time. However, any amendment that materially and
adversely alters the rights of the existing holders of depositary shares will
not be effective unless approved by the record holders of at least a majority of
the depositary shares then outstanding. A depositary agreement may be terminated
by Citadel Communications or the depositary only if:
- All outstanding depositary shares relating to the depositary agreement
have been redeemed.
- There has been a final distribution on the preferred stock of the
relevant series in connection with the liquidation, dissolution or
winding up of the business and the distribution has been distributed to
the holders of the related depositary shares.
Charges of Depositary. Citadel Communications will pay all transfer and
other taxes and governmental charges arising solely from the existence of the
depositary arrangements. Citadel Communications will pay associated charges of
the depositary for the initial deposit of the preferred stock and any redemption
of the preferred stock. Holders of depositary shares will pay transfer and other
taxes and governmental charges and any other charges that are stated to be their
responsibility in the depositary agreement.
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Miscellaneous. Citadel Communications will forward to the holders of
depositary shares all reports and communications that it must furnish to the
holders of the preferred stock.
Neither the depositary nor Citadel Communications will be liable if the
depositary is prevented or delayed by law or any circumstance beyond its control
in performing its obligations under the depositary agreement. Citadel
Communications' obligations and the depositary's obligations under the
depositary agreement will be limited to performance in good faith of duties set
forth in the depositary agreement. Neither the depositary nor Citadel
Communications will be obligated to prosecute or defend any legal proceeding
connected with any depositary shares or preferred stock unless satisfactory
indemnity is furnished to Citadel Communications and/or the depositary. Citadel
Communications and the depositary may rely upon written advice of counsel or
accountants, or information provided by persons presenting preferred stock for
deposit, holders of depositary shares or other persons believed to be competent
and on documents believed to be genuine.
Resignation and Removal of Depositary. The depositary may resign at any
time by delivering notice to Citadel Communications. Citadel Communications may
also remove the depositary at any time. Resignations or removals will take
effect upon the appointment of a successor depositary and its acceptance of the
appointment. The successor depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States of America and having a
combined capital and surplus of at least $50 million.
DESCRIPTION OF WARRANTS
Citadel Communications may issue warrants for the purchase of debt
securities, shares of preferred stock or common stock. Warrants may be issued
independently or together with any debt securities, shares of preferred stock or
common stock offered by any prospectus supplement and may be attached to or
separate from the debt securities, shares of preferred stock or common stock.
The warrants are to be issued under warrant agreements to be entered into
between Citadel Communications and The Bank of New York, as warrant agent, or
such other bank or trust company as is named in the prospectus supplement
relating to the particular issue of warrants. The warrant agent will act solely
as an agent of Citadel Communications in connection with the warrants and will
not assume any obligation or relationship of agency or trust for or with any
holders of warrants or beneficial owners of warrants. This section is a summary
of the material terms of the warrant agreement; it does not describe every
aspect of the warrants. We urge you to read the warrant agreement because it,
and not this description, defines your rights as a warrant holder.
GENERAL
If warrants are offered, the prospectus supplement will describe the terms
of the warrants, including the following:
- the offering price;
- the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise of the debt warrants and the price
at which such debt securities may be purchased upon such exercise;
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- the designation, number of shares and terms of the preferred stock
purchasable upon exercise of the preferred stock warrants and the price
at which such shares of preferred stock may be purchased upon such
exercise;
- the designation, number of shares and terms of the common stock
purchasable upon exercise of the common stock warrants and the price at
which such shares of common stock may be purchased upon such exercise;
- if applicable, the designation and terms of the debt securities,
preferred stock or common stock with which the warrants are issued and
the number of warrants issued with each such debt security or share of
preferred stock or common stock;
- if applicable, the date on and after which the warrants and the related
debt securities, preferred stock or common stock will be separately
transferable;
- the date on which the right to exercise the warrants shall commence and
the date on which such right shall expire;
- whether the warrants will be issued in registered or bearer form;
- a discussion of certain federal income tax, accounting and other special
considerations, procedures and limitations relating to the warrants; and
- any other terms of the warrants.
Warrants may be exchanged for new warrants of different denominations. If
in registered form, warrants may be presented for registration of transfer, and
may be exercised at the corporate trust office of the Warrant Agent or any other
office indicated in the prospectus supplement. Before the exercise of their
warrants, holders of warrants will not have any of the rights of holders of the
securities purchasable upon such exercise, including the right to receive
payments of principal of, any premium on, or any interest on, the debt
securities purchasable upon such exercise or to enforce the covenants in the
indentures or to receive payments of dividends, if any, on the preferred stock
or common stock purchasable upon such exercise or to exercise any applicable
right to vote. If Citadel Communications maintains the ability to reduce the
exercise price of any stock warrant and such right is triggered, Citadel
Communications will comply with the federal securities laws, including Rule
14e-4 under the Exchange Act, to the extent applicable.
EXERCISE OF WARRANTS
Each warrant will entitle the holder to purchase such principal amount of
debt securities or such number of shares of preferred stock or common stock at
such exercise price as shall in each case be set forth in, or can be calculated
according to information contained in, the prospectus supplement relating to the
warrant. Warrants may be exercised at such times as are set forth in the
prospectus supplement relating to such warrants. After the close of business on
the expiration date of the warrants, or such later date to which such expiration
date may be extended by Citadel Communications, unexercised warrants will become
void.
Subject to any restrictions and additional requirements that may be set
forth in the prospectus supplement, warrants may be exercised by delivery to the
warrant agent of the certificate evidencing such warrants properly completed and
duly executed and of payment as provided in the prospectus supplement of the
amount required to purchase the debt securities
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or shares of preferred stock or common stock purchasable upon such exercise. The
exercise price will be the price applicable on the date of payment in full, as
set forth in the prospectus supplement relating to the warrants. Upon receipt of
such payment and the certificate representing the warrants to be exercised,
properly completed and duly executed at the corporate trust office of the
warrant agent or any other office indicated in the prospectus supplement,
Citadel Communications will, as soon as practicable, issue and deliver the debt
securities or shares of preferred stock or common stock purchasable upon such
exercise. If fewer than all of the warrants represented by such certificate are
exercised, a new certificate will be issued for the remaining amount of
warrants.
ADDITIONAL PROVISIONS
The exercise price payable and the number of shares of common stock or
preferred stock purchasable upon the exercise of each stock warrant will be
subject to adjustment in certain events, including the issuance of the stock
dividend to holders of common stock or preferred stock, respectively, or a
combination, subdivision or reclassification of common stock or preferred stock,
respectively. In lieu of adjusting the number of shares of common stock or
preferred stock purchasable upon exercise of each stock warrant, Citadel
Communications may elect to adjust the number of stock warrants. No adjustment
in the number of shares purchasable upon exercise of the stock warrants will be
required until cumulative adjustments require an adjustment of at least 1%
thereof. Citadel Communications may, at its option, reduce the exercise price at
any time. No fractional shares will be issued upon exercise of stock warrants,
but Citadel Communications will pay the cash value of any fractional shares
otherwise issuable. Notwithstanding the foregoing, in case of any consolidation,
merger, or sale or conveyance of the property of Citadel Communications as an
entirety or substantially as an entirety, the holder of each outstanding stock
warrant shall have the right upon the exercise thereof to the kind and amount of
shares of stock and other securities and property, including cash, receivable by
a holder of the number of shares of common stock or preferred stock into which
such stock warrants were exercisable immediately prior thereto.
NO RIGHTS AS STOCKHOLDERS
Holders of stock warrants will not be entitled, by virtue of being such
holders, to vote, to consent, to receive dividends, to receive notice as
stockholders with respect to any meeting of stockholders for the election of
directors of Citadel Communications or any other matter, or to exercise any
rights whatsoever as stockholders of Citadel Communications.
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DESCRIPTION OF STOCK PURCHASE
CONTRACTS AND STOCK PURCHASE UNITS
Citadel Communications may issue stock purchase contracts, which are
contracts obligating holders to purchase from Citadel Communications, and
Citadel Communications to sell to the holders, a specified number of shares of
common stock or preferred stock at a future date or dates. The price per share
of common stock or preferred stock may be fixed at the time the stock purchase
contracts are issued or may be determined by reference to a specific formula set
forth in the stock purchase contracts. The formula may include anti-dilution
provisions to adjust the number of shares issuable pursuant to stock purchase
contracts upon events that would otherwise dilute the interests of the holders.
The stock purchase contracts may be issued separately or as a part of stock
purchase units each representing ownership of a stock purchase contract and debt
securities, preferred securities of the CCC Capital Trusts or debt obligations
of the United States of America or its agencies or instrumentalities, securing
the holders' obligations to purchase the common stock or the preferred stock
under the stock purchase contracts.
When the stock purchase units include the debt obligations of the United
States of America or its agencies or instrumentalities, the principal of the
debt obligations, when paid at maturity, will automatically be applied to
satisfy the holder's obligation to purchase common stock or preferred stock
under the stock purchase contracts unless the holder of the stock purchase units
settles its obligations under the stock purchase contracts early through the
delivery of consideration to Citadel Communications or its agent in the manner
discussed below.
Except as otherwise described in the applicable prospectus supplement, in
the case of stock purchase units that include preferred securities, in the
absence of any such early settlement or the election by a holder to pay the
consideration specified in the stock purchase contracts, the preferred
securities will automatically be presented to the applicable CCC Capital Trust
for redemption at 100% of face or liquidation value and the CCC Capital Trust
will present junior subordinated debt securities in an equal principal amount to
Citadel Communications for redemption at 100% of principal amount. Amounts
received in respect of such redemption will automatically be transferred to
Citadel Communications and applied to satisfy in full the holder's obligation to
purchase common stock or preferred stock under the stock purchase contracts. The
stock purchase contracts may require Citadel Communications to make periodic
payments to the holders of the stock purchase units or vice versa, and such
payments may be unsecured or refunded on some basis. The stock purchase
contracts may require holders to secure their obligations thereunder in a
specified manner.
Except as otherwise described in the applicable prospectus supplement,
holders of stock purchase units may be entitled to settle the underlying stock
purchase contracts prior to the stated settlement date by surrendering the
certificate evidencing the stock purchase units, accompanied by the payment due,
in the form and calculated pursuant to the formula as may be prescribed in the
stock purchase contracts and described in the applicable prospectus supplement.
Upon early settlement, the holder would receive the number of shares of common
stock or preferred stock deliverable under the stock purchase contracts, subject
to adjustment in certain cases. Holders of stock purchase units may be entitled
to exchange their stock purchase units together with appropriate collateral, for
separate stock purchase contracts and preferred securities, debt securities or
debt obligations of the United States of America or its agencies or
instrumentalities. The applicable prospectus supplement will describe in more
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detail the provisions of such exchange. In the event of either such early
settlement or exchange, the preferred securities, debt securities, or debt
obligations that were pledged as security for the obligation of the holder to
perform under the stock purchase contracts would be transferred to the holder
free and clear of Citadel Communications' security interest therein.
The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units including differences, if any, from
the term described above.
DESCRIPTION OF THE CITADEL COMMUNICATIONS COMMON STOCK
GENERAL
Citadel Communications is authorized to issue 200,000,000 shares of common
stock. The following discussion describes provisions of Citadel Communications'
Certificate of Incorporation and Bylaws and of Nevada's laws on private
corporations, Chapter 78 of the Nevada Revised Statutes.
VOTING RIGHTS OF COMMON STOCK
Holders of the common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders generally. As of December 31, 1999,
ABRY Broadcast Partners II, L.P. beneficially owned 3,339,144 shares of common
stock, representing approximately 10.5% of the common stock then issued and
outstanding. The voting trustee who votes such shares will have the power to
significantly influence the election of directors and other matters submitted to
a vote of stockholders. The voting power of the voting trustee may hinder or
delay a change in control of Citadel Communications and may have an anti-
takeover effect.
DIVIDENDS ON COMMON STOCK
The holders of the common stock are entitled to receive, pro rata,
dividends as may be declared by Citadel Communications' Board of Directors out
of funds legally available for the payment of dividends.
OTHER PROVISIONS APPLICABLE TO THE COMMON STOCK
There are no preemptive rights to subscribe for any additional securities
which Citadel Communications may issue. There are no redemption provisions or
sinking fund provisions applicable to the common stock, nor is the common stock
subject to calls or assessments by Citadel Communications.
In the event of any liquidation, dissolution or winding-up of the affairs
of Citadel Communications, holders of common stock will be entitled to share
ratably in the assets of Citadel Communications remaining after payment or
provision for payment of all of Citadel Communications' debts and obligations
and liquidation payments to holders of any outstanding shares of undesignated
preferred stock that has a liquidation preference.
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The Board of Directors of Citadel Communications may, without further
action of the stockholders, issue up to 20,000 shares of undesignated preferred
stock that may rank prior to the common as to dividend rights or liquidation
preference. The issuance of undesignated preferred stock could have the effect
of making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring, or seeking to acquire, a significant portion of the
outstanding common stock.
CERTAIN ANTI-TAKEOVER EFFECTS
Certificate of Incorporation and Bylaws. The provisions of Citadel
Communications' Certificate of Incorporation and Bylaws summarized in the
following paragraphs may be deemed to have anti-takeover effects. These
provisions may have the effect of discouraging a future takeover attempt which
is not approved by the Board of Directors, but which individual stockholders may
deem to be in their best interests or in which stockholders may receive a
substantial premium for their share over then-current market prices. As a
result, stockholders who might desire to participate in such a transaction may
not have an opportunity to do so.
Number of Directors, Removal and Filling Vacancies. Citadel Communications'
Certificate of Incorporation and Bylaws provide that the number of directors
shall not exceed seven and shall be fixed from time to time with the consent of
a majority of the Board of Directors. The Certificate of Incorporation also
provides that directors may only be removed with cause. Removal of a director
requires the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of Citadel Communications then entitled to
vote at an election of directors. These provisions prevent stockholders from
removing any incumbent director without cause and allow a majority of the
incumbent directors to add additional directors without approval of stockholders
until the next annual meeting of stockholders at which directors are elected.
Meetings of Stockholders. Citadel Communications' Bylaws provide that a
special meeting of stockholders may be called only by the Chairman or the Board
of Directors unless otherwise required by law. Citadel Communications' Bylaws
provide that only those matters set forth in the notice of the special meeting
may be considered or acted upon at that special meeting unless otherwise
provided by law. In addition, Citadel Communications' Bylaws set forth certain
advance notice and informational requirements and time limitations on any
director nomination or new proposal which a stockholder wishes to make at an
annual meeting of stockholders.
No Stockholder Action by Written Consent. Citadel Communications' Bylaws
provide that any action required or permitted to be taken by the stockholders of
Citadel Communications at an annual or special meeting of stockholders must be
effected at a duly called meeting and may not be taken or effected by a written
consent of stockholders in lieu of a duly called meeting.
Foreign Ownership. Citadel Communications' Certificate of Incorporation
permits restriction on the ownership, voting and transfer of Citadel
Communications' capital stock in accordance with the Communications Act of 1934,
as amended, and the rules of the Federal Communications Commission, to prohibit
ownership of more than 20% of Citadel Communications' outstanding capital stock,
or more than 20% of the voting rights it represents, by or for the account of
aliens or corporations otherwise subject to domination or
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control by aliens. The Certificate of Incorporation also authorizes the Board of
Directors to prohibit any transfer of capital stock that would cause Citadel
Communications to violate this prohibition. The Board of Directors may also
prohibit the ownership, voting or transfer of any portion of its outstanding
capital stock to the extent the ownership, voting or transfer of such portion
would cause Citadel Communications to violate, or would otherwise result in
violation of, any provision of the Communications Act or the rules, regulations
and policies of the FCC under the Communications Act. No stockholders may
exercise any voting rights which would cause Citadel Communications to be in
violation of the rules, regulations or policies of the FCC.
Nevada General Corporation Law. The following provisions of Chapter 78 of
the Nevada Revised Statutes may delay or make more difficult acquisitions or
changes of control of Citadel Communications and may make it more difficult to
accomplish transactions that stockholders may otherwise believe to be in their
best interests. These provisions may also have the effect of preventing changes
in Citadel Communications' management. The Certificate of Incorporation and
Bylaws do not exclude Citadel Communications from these provisions of Chapter 78
of the Nevada Revised Statutes.
Control Share Acquisitions. Under Sections 78.378 to 78.3793 of Chapter 78
of the Nevada Revised Statutes, an acquiring person, who acquires a controlling
interest in an issuing corporation may not exercise voting rights on any control
shares unless the voting rights are conferred by a majority vote of the
disinterested stockholders of the issuing corporation at an annual meeting or at
a special meeting of such stockholders held upon the request and at the expense
of the acquiring person. If the control shares are accorded full voting rights
and the acquiring person acquires control shares with a majority or more of all
the voting power, any stockholder, other than the acquiring person, who does not
vote for authorizing voting rights for the control shares, is entitled to demand
payment for the fair value of their shares, and the corporation must comply with
the demand.
For the above provisions, acquiring person means, subject to exceptions,
any person who, individually or in association with others, acquires or offers
to acquire, directly or indirectly, a controlling interest in an issuing
corporation. Controlling interest means the ownership of outstanding voting
shares of an issuing corporation sufficient to enable the acquiring person,
individually or in association with others, directly or indirectly, to exercise:
- one-fifth or more but less than one-third of the voting power of the
issuing corporation in the election of directors,
- one-third or more but less than a majority of the voting power of the
issuing corporation in the election of directors, and/or
- a majority or more of the voting power of the issuing corporation in the
election of directors.
These provisions are triggered as a stockholder moves from one level to the
next. Voting rights on the control shares must be conferred by a majority of the
disinterested stockholders
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as each threshold is reached and/or exceeded. Control shares means those
outstanding voting shares of an issuing corporation which an acquiring person:
- acquires or offers to acquire in an acquisition, or
- acquires within 90 days immediately preceding the date when the acquiring
person became an acquiring person.
Subject to certain exceptions, an acquisition is the direct or indirect
acquisition of a controlling interest. Issuing corporation means a corporation
that is organized in Nevada, has 200 or more stockholders, at least 100 of whom
are stockholders of record and having an address in Nevada which appears in the
stock ledger of the corporation, and does business in Nevada directly or through
an affiliated corporation.
The provisions described above do not apply if the articles of
incorporation or bylaws of the corporation in effect on the 10th day following
the acquisition of a controlling interest by an acquiring person provide that
the provisions do not apply. The Certificate of Incorporation and Bylaws do not
exclude Citadel Communications from the restrictions imposed by such provisions.
However, unless and until Citadel Communications has at least 100 stockholders
of record who have an address in Nevada which appears in the stock ledger of
Citadel Communications, this act will not apply to Citadel Communications. As of
January 5, 2000, this act did not apply to Citadel Communications.
Certain Business Combinations. In general, Sections 78.411 to 78.444 of
Chapter 78 of the Nevada Revised Statutes restrict the ability of a Nevada
corporation that has 200 or more stockholders to engage in any combination with
an interested stockholder for three years following the date of the transaction
in which the stockholder became an interested stockholder, unless the
combination or the triggering purchase of shares is approved by the board of
directors of the corporation before the date of the triggering purchase. If the
combination or triggering purchase was not so approved, the interested
stockholder may effect a combination after the three-year period only if such
stockholder receives approval from a majority of the disinterested shares or the
offer meets certain fair price criteria. Interested stockholder means any
person, or its subsidiaries, who is:
- the beneficial owner, directly or indirectly, of 10% or more of the
voting power of the outstanding voting shares of the corporation, or
- an affiliate or associate of the corporation and, at any time within
three years immediately before the date in question, was the beneficial
owner, directly or indirectly, of 10% or more of the voting power of the
then outstanding shares of the corporation.
The provisions described above do not apply to corporations that so elect in a
charter amendment approved by a majority of the disinterested shares. Such a
charter amendment, however, would not become effective for 18 months after its
passage and would apply only to stock acquisitions occurring after its effective
date. Citadel Communications' Certificate of Incorporation does not exclude it
from the restrictions imposed by these provisions.
Directors' Duties. Section 78.138 of Chapter 78 of the Nevada Revised
Statutes allows directors and officers, in exercising their respective powers to
further the interests of the corporation, to consider the interests of the
corporation's employees, suppliers, creditors and customers. They can also
consider the economy of the state and the nation, the interests of
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the community and of society and the long and short-term interests of the
corporation and its stockholders, including the possibility that these interests
may be best served by the continued independence of the corporation. Directors
may resist a change or potential change in control if the directors determine
that the change or potential change is opposed to or not in the best interest of
the corporation. In so determining, the board of directors may consider the
interests described above or have reasonable grounds to believe that, within a
reasonable time, any debt created as a result of the change in control would
cause the assets of the corporation or any successor to be less than the
liabilities or would render the corporation or any successor insolvent or lead
to bankruptcy proceedings. Nevada law presumes that, in business matters,
directors have acted in good faith, on an informed basis and with a view to the
interests of the corporation.
TRANSFER AGENT AND REGISTRAR
BankBoston, N.A. is the transfer agent and registrar for Citadel
Communications' common stock.
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DESCRIPTION OF THE CCC CAPITAL TRUSTS PREFERRED SECURITIES
Either or both of the CCC Capital Trust may offer preferred securities
which represent preferred undivided beneficial interests in the assets of the
issuing CCC Capital Trust. In connection with an offering of preferred
securities, the issuing CCC Capital Trust will sell its common securities to
Citadel Communications which common securities represent common undivided
beneficial interests in the assets of the issuing CCC Capital Trust. The issuing
CCC Capital Trust will use the proceeds from any sale of preferred securities
and common securities to buy junior subordinated debt securities from Citadel
Communications or Citadel Broadcasting with payment terms similar to those of
the preferred securities. Payments on Citadel Broadcasting's junior subordinated
securities will be guaranteed on a subordinated basis by Citadel Communications.
If a CCC Capital Trust sells preferred securities and common securities, Citadel
Communications or Citadel Broadcasting, as the case may be, will pay principal
and interest on the junior subordinated debt securities to the issuing CCC
Capital Trust, which the issuing CCC Capital Trust will distribute to the
holders of the preferred securities. As long as no event of default under the
junior subordinated indenture has occurred and is continuing, the issuer of the
junior subordinated debt securities has the right under the junior subordinated
indenture to defer the payment of interest on the junior subordinated debt
securities at any time. Furthermore, if the issuer of the junior subordinated
debt securities defers interest payments, the CCC Capital Trust will defer the
payment of distributions on the preferred securities during the related period.
For additional information on our ability to defer interest payments and the CCC
Capital Trust's ability to defer distributions, see "Description of the Junior
Subordinated Debt Securities--Interest," and "--Distributions," "--Extension
Periods" and "--Extension Period Restrictions." Citadel Communications will
fully and unconditionally guarantee the preferred securities based on several
obligations described in this prospectus. See "Description of the Guarantee and
Expense Agreement Relating to the Preferred Securities."
This section and the following three sections describe the various aspects
of an offering of preferred securities, including:
- the preferred securities and the common securities themselves;
- the corresponding junior subordinated debt securities, the indenture
under which they are issued and the guarantee of Citadel Broadcasting's
junior subordinated debt securities by Citadel Communications;
- the preferred securities guarantee and the expense agreement, which
together with the amended and restated declaration of trust, the junior
subordinated debt securities and the indenture constitute a full and
unconditional guarantee of the preferred securities by Citadel
Communications; and
- the relationship among the preferred securities, the junior subordinated
debt securities, the preferred securities guarantee and the expense
agreement.
The preferred securities may be issued in whole or in part in the form of
one or more global securities. See "Securities We May Issue--Legal Ownership of
Securities" for additional information about your limited rights as the
beneficial owner of a global security.
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The applicable prospectus supplement will contain a description of several
important tax and accounting matters of which you should be aware before
investing in the preferred securities.
This section summarizes the main provisions of the preferred securities and
the amended and restated declaration of trust, but it does not describe all the
provisions. Consequently, this summary is qualified by reference to the full
text of the amended and restated declaration of trust. We have filed a form of
the amended and restated declaration of trust as an exhibit to our registration
statement of which this prospectus is a part.
THE TERM INDENTURE, WHEN USED IN THIS SECTION, REFERS ONLY TO THE INDENTURE
FOR THE JUNIOR SUBORDINATED DEBT SECURITIES OF CITADEL COMMUNICATIONS OR CITADEL
BROADCASTING, AS THE CASE MAY BE, AND NOT TO THE INDENTURES FOR SENIOR AND
SENIOR SUBORDINATED DEBT SECURITIES OF CITADEL COMMUNICATIONS. THE TERM ISSUER,
WHEN USED IN THIS SECTION, REFERS TO THE ISSUER OF THE JUNIOR SUBORDINATED DEBT
SECURITIES, WHICH COULD BE CITADEL COMMUNICATIONS OR CITADEL BROADCASTING.
This section uses terms that are defined in the amended and restated
declaration of trust and the indenture. Unless we define those terms in this
prospectus, we intend them to have the meanings given them in the amended and
restated declaration of trust or the indenture, as the case may be.
GENERAL
A CCC Capital Trust will issue the preferred securities and the common
securities under the amended and restated declaration of trust, with a stated
liquidation amount to be determined. The preferred securities and the common
securities will rank equally with one another, and all payments will be made on
the preferred securities and the common securities pro rata, except as described
in "--Priority over Common Securities."
The issuer will issue the junior subordinated debt securities under the
indenture as described in "Description of the Junior Subordinated Debt
Securities," and the property trustee of the issuing CCC Capital Trust will hold
legal title to the junior subordinated debt securities in trust for the benefit
of the holders of the preferred securities and the common securities. Citadel
Communications will guarantee Citadel Broadcasting's obligations under Citadel
Broadcasting's junior subordinated securities. Citadel Communications will also
guarantee each CCC Capital Trust's obligations under the guarantee agreement as
described in "Description of the Guarantee and Expense Agreement Relating to the
Preferred Securities." Under the guarantee of the preferred securities, Citadel
Communications will guarantee, on a subordinated basis, the payment of
distributions and other amounts payable on the preferred securities, but only to
the extent that the CCC Capital Trust has funds on hand legally and immediately
available to make those payments.
DISTRIBUTIONS
Distributions will accumulate on the preferred securities from their
original issue date at an annual rate provided in the applicable prospectus
supplement. Unless deferred as described below, distributions will be payable
quarterly in arrears to the holders of the preferred securities at the close of
business on the 15th day, whether or not a business day, next
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preceding the relevant distribution date. The amount of distributions payable
for any period will be computed on the basis of a 360-day year of 12 30-day
months.
Each CCC Capital Trust will have no funds to distribute in respect of the
preferred securities other than the payments it receives from the issuer in
respect of the junior subordinated debt securities. Consequently, if the issuer
defers or for any other reason fails to make interest payments on the junior
subordinated debt securities, the CCC Capital Trust will not have funds
available to pay distributions on the preferred securities. Neither Citadel
Communications nor Citadel Broadcasting have a current intention to exercise its
right to defer interest payments on the junior subordinated debt securities that
it may issue.
EXTENSION PERIODS
As long as no event of default under the indenture has occurred and is
continuing, the issuer has the right under the indenture to defer the payment of
interest on the junior subordinated debt securities at any time. The issuer may
do so for a period not exceeding 20 consecutive quarters, provided that no
extension period may extend beyond the stated maturity of the junior
subordinated debt securities. However, during an extension period, interest will
continue to accrue and, to the extent permitted by applicable law, additional
interest will accrue on each deferred interest payment at an annual rate
specified in the prospectus supplement, compounded quarterly from the
corresponding interest payment date. Before an extension period ends, the issuer
may extend it further, subject to the limit described above. When an extension
period ends and the issuer has paid all interest then accrued and unpaid on the
junior subordinated debt securities, the issuer may begin a new extension
period, provided that no event of default under the indenture has occurred and
is continuing. There is no limit on the number of extension periods that the
issuer may begin. For additional information on interest payments on the junior
subordinated debt securities, see "Description of the Junior Subordinated Debt
Securities--Interest."
If the issuer elects to defer interest payments on the junior subordinated
debt securities, the CCC Capital Trust will defer the payment of distributions
on the preferred securities during the related extension period. However, during
an extension period, distributions will continue to accumulate on the
liquidation amount of the preferred securities and, to the extent permitted by
applicable law, those deferred distributions will accumulate additional
distributions at an annual rate specified in the prospectus supplement,
compounded quarterly from the corresponding distribution date. The term
distribution, wherever we use it in this section, includes any of these
additional distributions. During an extension period, holders of preferred
securities may be required to accrue interest income for U.S. federal income tax
purposes. The prospectus supplement will contain a more detailed discussion on
the U.S. federal income tax considerations.
Any distributions that would otherwise become due and payable during an
extension period will not become due and payable until the day after the
extension period ends. If any preferred securities become subject to redemption
on a redemption date that would otherwise occur during an extension period, that
extension period will end automatically on the next preceding day.
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The issuer must give the property trustee and the holders of preferred
securities notice of its election to begin or extend an extension period. The
notice must be given at least one business day before the earlier of the
following:
- the record date for the distribution date on which distributions would
have been payable but for the election, and
- the date on which notice of that record date must be given to the New
York Stock Exchange, or any other national securities exchange or
organization on which the preferred securities are then listed, under the
rules of that exchange or other organization.
The issuer must notify the holders in the manner described below in
"--Notices."
EXTENSION PERIOD RESTRICTIONS
The indenture provides that, during any extension period, neither the
issuer nor any of its subsidiaries may take any of the following actions:
- declare or pay any dividend or other distribution on, or redeem, purchase
or otherwise acquire, or make any distribution or liquidation payment
with respect to, any capital stock of the issuer, except as described
below, and
- pay any principal, interest or other amount in respect of, or redeem,
purchase or otherwise acquire, any debt securities, including guarantees
of such indebtedness, of the issuer that rank, in right of payment in all
respects, equally with or junior to the junior subordinated debt
securities, except as described below.
The indenture restriction described above provides for significant exceptions.
Any of the following that would otherwise be covered by this restriction will
nevertheless be permitted:
- any transaction in which the only consideration given or to be given by
the issuer or any of its Subsidiaries is junior securities meaning (1)
capital stock or debt securities of the issuer that rank, in right of
payment in all respects, equally with or junior to the junior
subordinated debt securities and (2) warrants, options and other rights
to acquire or convert into capital stock or debt securities of the kind
described in clause (1);
- any transaction in connection with or arising from:
- any employment contract, benefit plan or other similar arrangement
with, or for the benefit of, one or more employees, officers,
directors or consultants in connection with a dividend reinvestment or
stockholder stock purchase plan, or
- any issuance of junior securities as consideration in an acquisition
transaction entered into before the applicable extension period;
- any reclassification, exchange or conversion of capital stock or
indebtedness, of the issuer or any Subsidiary, as, into or for any junior
securities of the issuer;
- any purchase of fractional interests in capital stock pursuant to the
conversion or exchange provisions of a security being converted into or
exchanged for capital stock;
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- any declaration or payment of a dividend, issuance of rights, stock or
other property or redemption or other acquisition of rights in connection
with any stockholder rights plan; or
- in the case when the issuer is Citadel Broadcasting, any declaration or
payment of a dividend with respect to Citadel Broadcasting's 13 1/4%
Exchangeable Preferred Stock.
MANDATORY REDEMPTION
The preferred securities will remain outstanding until the CCC Capital
Trust redeems them or distributes the junior subordinated debt securities in
exchange for the preferred securities. Any redemption of preferred securities
must occur as described below. Any exchange distribution must occur as described
below in "--Exchange of Preferred Securities for Junior Subordinated Debt
Securities."
REDEMPTION OF PREFERRED SECURITIES AND COMMON SECURITIES
If the issuer repays or redeems the junior subordinated debt securities at
any time, whether at their stated maturity, upon acceleration after an event of
default under the indenture or upon optional redemption, the CCC Capital Trust
will be obligated to redeem a like amount of preferred securities and common
securities on the redemption date at the redemption price specified in the
prospectus supplement. In this context, like amount means preferred securities
and common securities having an aggregate liquidation amount equal to the
aggregate principal amount of the junior subordinated debt securities to be
contemporaneously repaid or redeemed.
REPAYMENT AND REDEMPTION OF JUNIOR SUBORDINATED DEBT SECURITIES
The junior subordinated debt securities will mature on the date set forth
in the applicable prospectus supplement. The issuer will also be entitled to
redeem the junior subordinated debt securities before their stated maturity, as
follows:
- on or after the date set forth in the applicable prospectus supplement,
in whole or in part, provided that no partial redemption may occur during
an extension period, or
- in whole at any time within 90 days after the occurrence of a Tax Event
or an Investment Company Act Event.
See "Description of the Junior Subordinated Debt Securities -- Definition of Tax
Event," and "-- Definition of Investment Company Act Event."
The indenture provides that if a Tax Event has occurred and is continuing
and the issuer does not elect to redeem the junior subordinated debt securities,
the issuer may be required to pay certain Additional Sums described under
"Description of the Junior Subordinated Debt Securities--Payment of Additional
Sums" on the junior subordinated debt securities. The indenture provisions
regarding repayment and redemption of the junior subordinated debt securities,
as well as information about the effect that possible tax law changes may have
on the junior subordinated debt securities and preferred securities, are
addressed in "Description of the Junior Subordinated Debt Securities--Stated
Maturity; Shortening and Extension" and "--Optional Redemption."
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REDEMPTION PROCEDURES
The property trustee will give notice of any redemption of preferred
securities to the holders of preferred securities not less than 30 nor more than
60 days before the redemption date, unless the redemption results from
acceleration of the maturity of the junior subordinated debt securities and the
property trustee cannot reasonably give this notice during this period. In that
case, the property trustee will give the notice as soon as practicable. In all
cases, the property trustee will give the notice of redemption in the manner
described below under "--Notices."
Payment of the redemption price for any preferred securities will be made
against surrender of the certificates representing those preferred securities,
or, in the case of any preferred securities held in book-entry form, in
accordance with the applicable procedures of the depositary. However, any
distributions that are payable on a distribution date that falls on or before
the redemption date will be payable to the persons who are the holders of those
preferred securities on the record date for the distribution date.
If the property trustee gives a notice of redemption, it will irrevocably
deposit with the depositary, in the case of any book-entry preferred securities,
or the paying agent, in the case of any non-book-entry preferred securities, on
the redemption date, funds sufficient to pay the redemption price for all
preferred securities to be redeemed on that date, to the extent the funds are
available to the property trustee. Upon the date of such deposit, all rights of
the holders of the preferred securities called for redemption will cease, except
the right of those holders to receive the redemption price (but without
additional interest on that amount, and those preferred securities will cease to
be outstanding. If payment of the redemption price for any preferred securities
called for redemption is improperly withheld or refused and not paid either by
the CCC Capital Trust or by Citadel Communications under the guarantee, or if
notice of redemption is not given as required, distributions on those preferred
securities will continue to accumulate to the date the redemption price is
actually paid.
If less than all the preferred securities and common securities are to be
redeemed on a redemption date, the aggregate liquidation amount of preferred
securities and common securities to be redeemed will be allocated pro rata
between the outstanding preferred securities and the outstanding common
securities, based upon their respective aggregate liquidation amounts. Not more
than 60 days prior to the redemption date, the property trustee will select the
preferred securities to be redeemed from among the outstanding preferred
securities not previously called for redemption. The property trustee may use
any method of selection that it deems to be fair and appropriate, including any
method that involves the redemption of a portion of the aggregate liquidation
amount of any particular holder's preferred securities.
OTHER PURCHASES OF PREFERRED SECURITIES
Subject to applicable law, including U.S. federal securities laws, we may
purchase outstanding preferred securities by tender, in the open market or by
private agreement. These purchases may occur at any time and from time to time
other than during an extension period.
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EXCHANGE OF PREFERRED SECURITIES FOR JUNIOR SUBORDINATED DEBT SECURITIES
The holders of the common securities will have the right at any time, in
their sole discretion, to elect to dissolve the CCC Capital Trust. Upon such an
election, and after liabilities of creditors of the CCC Capital Trust have been
satisfied as provided by applicable law, the property trustee will cause a like
amount of junior subordinated debt securities to be distributed in exchange for
all the outstanding preferred securities and common securities, in liquidation
of the CCC Capital Trust. In this context, like amount means junior subordinated
debt securities having an aggregate principal amount equal to the aggregate
liquidation amount of all outstanding preferred securities and common
securities. The exchange distribution will be made to the persons who are the
holders of record of the outstanding preferred securities and common securities
on the exchange date, which will be the 15th day, whether or not a business day,
before the date fixed for the distribution by the property trustee. See
"--Liquidation Distribution upon Dissolution."
EXCHANGE PROCEDURES
The property trustee will notify holders of preferred securities of any
exchange 30 to 60 days before the exchange date, in the manner described below
under "--Notices." On the exchange date, the following shall occur:
- The preferred securities will cease to be outstanding.
- The depositary or its nominee will receive certificates representing the
junior subordinated debt securities to be distributed in exchange for all
preferred securities held in book-entry form, with those junior
subordinated debt securities also being in book-entry form.
- Any certificates representing preferred securities that are not held in
book-entry form will be deemed to represent a like amount of junior
subordinated debt securities, bearing accrued and unpaid interest in an
amount equal to the accumulated and unpaid distributions on those
preferred securities, until those certificates are presented to the
paying agent for exchange or transfer.
- All rights of the holders of preferred securities will cease, except for
the right of holders of preferred securities in non-book-entry form to
receive certificates representing junior subordinated debt securities in
non-book-entry form, upon surrender of the certificates representing
their preferred securities, as described above.
CERTAIN TAX CONSEQUENCES
Under current U.S. federal income tax law and interpretations, and
assuming, as we expect, that the CCC Capital Trust will not be classified as an
association taxable as a corporation, holders of the preferred securities would
not be taxed if the junior subordinated debt securities were distributed in
exchange for preferred securities. However, if a Tax Event were to occur and the
CCC Capital Trust became taxable on income received or accrued on the junior
subordinated debt securities, both the CCC Capital Trust and the holders of the
preferred securities could be taxed on the distribution of junior subordinated
debt securities in exchange for preferred securities. The applicable prospectus
supplement will contain a more detailed discussion of these tax consequences.
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LIQUIDATION DISTRIBUTION UPON DISSOLUTION
Under the amended and restated declaration of trust, the CCC Capital Trust
will automatically dissolve upon the occurrence of any of the following events,
whichever occurs first:
- the expiration of its term of 55 years;
- certain events of bankruptcy, dissolution or liquidation of a holder of
common securities;
- upon the election by the holders of common securities to dissolve the CCC
Capital Trust, as described above under "--Exchange of Preferred
Securities for Junior Subordinated Debt Securities;"
- redemption of all the preferred securities and common securities as
described above under "--Mandatory Redemption" and "--Redemption of
Preferred Securities and Common Securities;" or
- the entry of an order for the dissolution of the CCC Capital Trust by a
court of competent jurisdiction.
If the CCC Capital Trust dissolves while the preferred securities are
outstanding, the property trustee will liquidate the CCC Capital Trust as
expeditiously as the property trustee determines to be possible. The property
trustee will do so by distributing a like amount of the junior subordinated debt
securities to the holders of the preferred securities and common securities in
exchange for their securities, as described above under "--Exchange of Preferred
Securities for Junior Subordinated Debt Securities." However, the property
trustee will do so only after satisfying liabilities to creditors of the CCC
Capital Trust as provided by applicable law and only if the property trustee
determines that an exchange distribution of this kind is practical.
If the property trustee determines that an exchange distribution is not
practical, each holder of outstanding preferred securities will be entitled to
receive out of the assets of the CCC Capital Trust available for distribution to
holders, after satisfaction of liabilities to creditors of the CCC Capital Trust
as provided by applicable law, an amount equal to the liquidation distribution.
The liquidation distribution for any preferred securities will equal the
aggregate liquidation amount of those preferred securities plus all accrued and
unpaid distributions on them to the date of payment. If the liquidation
distribution for all outstanding preferred securities can be paid only in part
because the CCC Capital Trust has insufficient assets available to pay it in
full, the amounts payable by the CCC Capital Trust on the preferred securities
will be paid pro rata, based on their respective liquidation distributions.
On any liquidation of the CCC Capital Trust, the holders of the common
securities will be entitled to receive distributions pro rata with the holders
of the preferred securities, unless an event of default under the amended and
restated declaration of trust has occurred and is continuing. In that case, the
preferred securities will have priority in right of payment over the common
securities, as described below under "--Priority over Common Securities."
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PRIORITY OVER COMMON SECURITIES
Payment of distributions and the redemption price will be made in respect
of the preferred securities and the common securities pro rata, based on the
respective aggregate liquidation amounts of the two classes, except as follows.
If an event of default under the amended and restated declaration of trust (see
the next subsection) has occurred and is continuing, the CCC Capital Trust will
not pay any distribution or redemption price, or make any liquidation
distribution, in respect of the common securities on any day unless any of the
following have occurred:
- In the case of any distribution to be paid, all accumulated and unpaid
distributions on all outstanding preferred securities for all
distribution periods ending on or before the payment day have been paid,
or duly provided for, in cash.
- In the case of any redemption price to be paid, the redemption price on
all outstanding preferred securities called on or before the payment day
for redemption has been paid, or duly provided for, in cash.
- In the case of a liquidation distribution to be made, the liquidation
distribution on all outstanding preferred securities has been made, or
duly provided for.
Whenever any distribution or redemption price is due and payable in respect of
the preferred securities, the property trustee will apply all available funds to
the payment of those amounts in full in cash before making any payment in
respect of the common securities. The CCC Capital Trust will not make any
payment or other distribution in respect of the common securities, including on
account of any purchase or other acquisition, while the preferred securities are
outstanding, other than distributions, the redemption price and the liquidation
distribution on the terms set forth in the amended and restated declaration of
trust.
If an event of default occurs, the holders of the common securities will be
deemed to have waived all rights to act with respect to the event of default
under the amended and restated declaration of trust until all events of default
have been cured, waived or otherwise eliminated. Until that time, the property
trustee will act solely on behalf of the holders of the preferred securities and
not on behalf of the holders of the common securities, and only the holders of
the preferred securities will have the right to direct the property trustee to
act on their behalf.
Notwithstanding the foregoing, the holders of common securities may act
with respect to an event of default that results solely from a default in the
payment of any amount due and payable on the common securities, or from a
default or breach under any covenant in the amended and restated declaration of
trust made solely for the benefit of the holders of common securities, subject
to the following conditions. The action of the common securities holders must
not adversely affect the interests of the holders of preferred securities and no
event of default, and no event or condition that after the passage of time or
giving of notice would result in a event of default, that is other than of the
type described in the preceding sentence, may have occurred and be continuing.
TRUST EVENTS OF DEFAULT
Any one of the following events will be a event of default under the
amended and restated declaration of trust. This will be the case regardless of
the reason why the event
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occurs, whether it is voluntary or involuntary and whether or not it results
from operation of law, from any judgment, decree or order of any court or from
any order, rule or regulation of any administrative or governmental body:
- the occurrence of an event of default under the junior subordinated
indenture (see "Description of the Junior Subordinated Debt
Securities--Events of Default");
- the default by the CCC Capital Trust in the payment of any distribution
when it becomes due and payable and continuation of the default for 30
days;
- the default by the CCC Capital Trust in the payment of any redemption
price when it becomes due and payable;
- a material default or breach under any covenant or warranty of the
trustees in the amended and restated declaration of trust, and
continuation of the default or breach for 60 days after a notice of
default has been given, which may be given only by the holders of at
least 25% in aggregate liquidation amount of the outstanding preferred
securities, as provided under the amended and restated declaration of
trust; or
- the occurrence of certain events of bankruptcy or insolvency with respect
to the property trustee if a successor property trustee has not been
appointed within 90 days.
Within five business days after learning about an event of default, the
property trustee will notify the holders of the outstanding preferred securities
and common securities, unless the event of default has been cured or waived.
Citadel Communications, as depositor, and the administrators are obligated to
file annually with the property trustee a certificate as to whether or not they
are in compliance with all the conditions and covenants applicable to them under
the amended and restated declaration of trust.
ENFORCEMENT RIGHTS
If an event of default under the indenture occurs and is continuing as to a
series of corresponding junior subordinated debt securities, the property
trustee, as the holder of the junior subordinated debt securities, will have the
right to declare the principal of and premium and interest, if any, on the
corresponding junior subordinated debt securities, and any other amounts payable
under the indenture, due and payable and to enforce its other rights as a
creditor with respect to such corresponding junior subordinated debt securities.
This means, however, that, as a holder of the related preferred securities,
you must rely on the property trustee to enforce its rights against the issuer,
subject to the following provisions.
RIGHT TO DIRECT PROPERTY TRUSTEE'S ACTIONS
The holders of a majority in aggregate liquidation amount of outstanding
preferred securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to, or exercising any trust
or power conferred on, the property trustee under the amended and restated
declaration of trust, including the right to direct the property trustee to
exercise the remedies available to it as the holder of the junior subordinated
debt securities. Accordingly, the property trustee will not take any of the
following actions without obtaining the prior approval of the holders of a
majority in
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aggregate liquidation amount of the outstanding preferred securities, or, in the
case of any action that under the indenture may be taken only with the prior
consent of each affected holder of junior subordinated debt securities, without
the prior consent of each holder of outstanding preferred securities:
- direct the time, method or place of conducting any proceeding for any
remedy available to, or executing any trust or power conferred on, the
trustee under the indenture with respect to the junior subordinated debt
securities;
- waive any past default that may be waived under the indenture;
- exercise any right to rescind or annul a declaration that the aggregate
principal amount of the junior subordinated debt securities be due and
payable;
- consent to any amendment, modification or termination of the indenture or
the junior subordinated debt securities, if the consent of any holder of
junior subordinated debt securities is required under the indenture; or
- revoke any action previously authorized or approved by the holders of the
preferred securities except by, or with the subsequent authorization or
approval of, the holders of the preferred securities.
Before taking any of the actions described above, the property trustee must also
obtain an opinion of counsel, experienced in the following matters, to the
effect that the action will not cause the CCC Capital Trust to be classified as
an association taxable as a corporation, or as other than a grantor trust, or
cause the junior subordinated debt securities to be treated as other than
indebtedness of the issuer, for U.S. federal income tax purposes. The property
trustee will notify the holders of preferred securities of any notice of default
with respect to the junior subordinated debt securities, in the manner described
below under "--Notices."
Any required approval of holders of preferred securities may be given by
written consent or at a meeting convened for that purpose. The property trustee
must cause a notice of any meeting at which holders of preferred securities are
entitled to vote, to be given to the holders of preferred securities in the
manner described below under "--Notices."
RIGHT OF DIRECT ACTION
If an event of default under the indenture has occurred and is continuing
and is attributable to the failure of the issuer to pay any interest or
principal on the junior subordinated debt securities when due and payable, a
holder of preferred securities may begin a legal proceeding directly against the
issuer for enforcement of payment, to that holder, of the interest, including
any Additional Sums, or principal due and payable on junior subordinated debt
securities having a principal amount equal to the aggregate liquidation amount
of that holder's preferred securities. The issuer may not amend the indenture to
remove the right of any holder of outstanding preferred securities to bring a
direct action without the prior written consent of that holder. The issuer will
have the right under the indenture to set off any payment made to a holder of
preferred securities in connection with a direct action. Except for the right to
bring a direct action, holders of preferred securities will not have the right
to exercise directly against the issuer any remedy available to a holder of
junior subordinated debt securities.
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RIGHT TO ACCELERATE JUNIOR SUBORDINATED DEBT SECURITIES
The holders of certain minimum percentages of the outstanding preferred
securities will be entitled to exercise certain rights of the holders of the
junior subordinated debt securities under the indenture, if the holders of
junior subordinated debt securities do not do so. These rights include the right
to accelerate the maturity of the junior subordinated debt securities when an
event of default under the indenture has occurred and is continuing, to cancel a
declaration of acceleration of the junior subordinated debt securities and to
waive certain defaults under the indenture. See "Description of the Junior
Subordinated Debt Securities--Events of Default."
MERGERS, CONSOLIDATIONS, AMALGAMATIONS AND REPLACEMENTS OF THE CCC CAPITAL TRUST
At the request of the holders of the common securities and without the
consent of any holder of preferred securities or any trustee or administrator,
the CCC Capital Trust may merge with or into, or consolidate or amalgamate with,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, another person, but only if that other person
is a trust organized as such under the laws of any state in the United States
and only if all the following requirements are met:
- The successor entity, if not the CCC Capital Trust, either expressly
assumes all the obligations of the CCC Capital Trust with respect to the
preferred securities or substitutes for the preferred securities other
securities having substantially the same terms as the preferred
securities, provided that the successor securities rank at least as high
as the preferred securities rank with regard to the priority in right of
payment of all distributions and other amounts payable upon liquidation,
redemption and otherwise.
- The successor entity, if not the CCC Capital Trust, has a purpose
substantially identical to that of the CCC Capital Trust.
- A trustee of the successor entity, if not the CCC Capital Trust,
possessing the same powers and duties as the property trustee is
appointed to hold the junior subordinated debt securities.
- The successor securities, if any, are listed, or will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the preferred securities are then listed.
- The transaction does not cause the preferred securities, or any successor
securities, to be downgraded by any nationally recognized statistical
rating organization that assigns ratings to the preferred securities.
- The transaction does not adversely affect the material rights,
preferences and privileges of the holders of the preferred securities, or
any successor securities, in any material respect.
- Prior to the transaction, Citadel Communications and the CCC Capital
Trust have received an opinion from independent counsel to Citadel
Communications and the CCC Capital Trust, experienced in the following
matters, to the effect that (1) the transaction will not adversely affect
the rights, preferences and privileges of the holders of the preferred
securities, or any successor securities, in any material respect
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and (2) upon completion of the transaction, the CCC Capital Trust or the
successor entity, as applicable, will not be required to register as an
investment company under the Investment Company Act.
- Citadel Communications, or any permitted successor, together with its
permitted assignees, holds all the common securities of the CCC Capital
Trust or all comparable securities of the successor entity, as
applicable, and guarantees the obligations of the successor entity, if
not the CCC Capital Trust, in respect of the preferred securities, or any
successor securities, at least to the extent provided by the guarantee.
Notwithstanding the foregoing, the CCC Capital Trust may not engage in a
transaction that would cause the CCC Capital Trust or the successor entity, as
applicable, to be classified as an association taxable as a corporation or as
other than a grantor trust, or would cause the junior subordinated debt
securities or any successor securities to be treated as other than indebtedness
of the issuer, for U.S. federal income tax purposes, unless it first obtains the
consent of all holders of outstanding preferred securities. Except as permitted
under the provisions described above, the CCC Capital Trust may not engage in
any transaction of the type described.
VOTING RIGHTS; AMENDMENT OF THE AMENDED AND RESTATED DECLARATION OF TRUST
Except as provided below and under "Description of the Guarantee and
Expense Agreement Relating to the Preferred Securities--Amendments, Assignment
and Succession," and as otherwise required by law and the amended and restated
declaration of trust, the holders of the preferred securities will have no
voting rights.
The holders of the common securities and the property trustee, without the
consent of the holders of the preferred securities, may amend the amended and
restated declaration of trust from time to time to do any of the following:
- cure any ambiguity, or correct or supplement any provision that may be
inconsistent with any other provision, in the amended and restated
declaration of trust;
- make any provision with respect to matters or questions arising under the
amended and restated declaration of trust that is not inconsistent with
the other provisions of the amended and restated declaration of trust;
and
- modify, eliminate or add to any provisions of the amended and restated
declaration of trust to any extent that may be necessary to ensure that
the CCC Capital Trust will not be taxable as a corporation or be
classified as other than a grantor trust, or to ensure that the junior
subordinated debt securities are treated as indebtedness of the issuer,
for U.S. federal income tax purposes, or to ensure that the CCC Capital
Trust will not be required to register as an "investment company" under
the Investment Company Act);
but only if the amendment does not adversely affect the interests of any holder
of preferred securities in any material respect and does not become effective
until notice of the amendment is given to the holders of preferred securities.
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The holders of the common securities and the property trustee may also
amend the amended and restated declaration of trust if:
- they obtain the consent of the holders of not less than a majority in
aggregate liquidation amount of the outstanding preferred securities, and
- the trustees receive an opinion of counsel to the effect that the
amendment or the exercise of any power granted to the trustees in
accordance with the amendment will not result in the CCC Capital Trust
being taxable as a corporation or being classified as other than a
grantor trust, or the junior subordinated debt securities being treated
as other than indebtedness of the issuer, for U.S. federal income tax
purposes or the CCC Capital Trust being required to register as an
investment company under the Investment Company Act.
Notwithstanding the foregoing, each holder of preferred securities or
common securities must consent to an amendment of the amended and restated
declaration of trust that:
- changes the amount or timing of any distribution or other payment, or
otherwise adversely affects the amount or timing of any distribution or
other payment required to be made as of a specified date, in respect of
that holder's preferred securities and common securities, or
- restricts the right of that holder to institute suit for the enforcement
of any payment on those preferred securities and common securities on or
after the date on which it becomes due and payable.
For the purpose of any vote or consent of holders of preferred securities,
any preferred securities owned by Citadel Communications, any trustee or any
affiliate of Citadel Communications or any trustee will be treated as if they
were not outstanding.
NOTICES
Notices to be given to holders of preferred securities held in book-entry
form will be given only to the depositary in accordance with its applicable
procedures. Notices to be given to holders of preferred securities not held in
book-entry form may be given by mail to the respective addresses of the holders
as they appear in the security register. Neither the failure to give any notice
to a particular holder, nor any defect in a notice given to a particular holder,
will affect the sufficiency of any notice given to another holder.
PAYMENT AND PAYING AGENCY
Payments in respect of any preferred securities held in book-entry form
will be made only to the depositary or its nominee in accordance with its
applicable procedures. Payments in respect of any preferred securities not held
in book-entry form will be made at the offices of any paying agent. However, at
the option of Citadel Communications, distributions payable on non-book-entry
preferred securities may be paid by check mailed to the persons entitled to
receive them, at their addresses appearing on the security register on the
relevant record date.
The property trustee will initially serve as the paying agent. From time to
time, the property trustee may select one or more firms to act as the paying
agent or as co-paying agents. Each paying agent must be a bank or trust company
acceptable to the administrators.
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A paying agent will be permitted to resign as paying agent upon 30 days' written
notice to the property trustee and Citadel Communications. In the event there is
no paying agent, the property trustee will appoint a firm to act as paying
agent.
If any distribution, redemption price or other amount is payable in respect
of the preferred securities on a day that is not a business day, the payment may
be made on the next succeeding business day unless that business day is in a
different calendar year, in which case the payment may be made on the next
preceding business day. Each payment made on the next succeeding or preceding
business day as described above may be made with the same force and effect as if
made on the day on which the payment is originally payable.
THE OWNERS OF BENEFICIAL INTERESTS IN PREFERRED SECURITIES HELD IN
BOOK-ENTRY FORM WILL NOT HAVE ANY RIGHTS UNDER THE AMENDED AND RESTATED
DECLARATION OF TRUST OR THE INDENTURE TO RECEIVE PAYMENTS IN RESPECT OF THOSE
PREFERRED SECURITIES. THOSE BENEFICIAL OWNERS WILL HAVE ONLY SUCH RIGHTS AS MAY
EXIST UNDER THE APPLICABLE PROCEDURES OF THE DEPOSITARY AND ITS DIRECT AND
INDIRECT PARTICIPANTS. FOR A DESCRIPTION OF CERTAIN MATTERS RELATING TO
SECURITIES HELD IN BOOK-ENTRY FORM, SEE "SECURITIES WE MAY ISSUE--LEGAL
OWNERSHIP OF SECURITIES."
Any moneys deposited with the property trustee or any paying agent, or then held
in trust by Citadel Communications or the CCC Capital Trust, for the payment of
any amount due and payable on any preferred securities, and remaining unclaimed
for two years after the amount has become due and payable, will, at the request
of Citadel Communications, be repaid to Citadel Communications. Thereafter, the
holders of those preferred securities will look, as a general unsecured
creditor, only to Citadel Communications for payment thereof.
REGISTRAR AND TRANSFER AGENT
The property trustee will act as registrar and transfer agent for the
preferred securities. The property trustee will exchange and register transfers
of preferred securities without charge by or on behalf of the CCC Capital Trust,
but will require payment of any tax or other governmental charge that may be
imposed in connection with the exchange or transfer. If any preferred securities
have been called for redemption, the property trustee may refuse to register any
transfer of those preferred securities during a period beginning 15 days before
the redemption date.
REGARDING THE TRUST TRUSTEES
Removal and Appointment of Successors. The holders of at least a majority
in aggregate liquidation amount of the outstanding preferred securities may
remove the trustees for cause or, if an event of default under the indenture has
occurred and is continuing, with or without cause. If a trustee is removed by
the holders of the outstanding preferred securities, the successor may be
appointed by the holders of at least 25% in aggregate liquidation amount of the
outstanding preferred securities. If a trustee resigns, it will appoint its
successor. If a trustee fails to appoint a successor, the holders of at least
25% in aggregate liquidation amount of the outstanding preferred securities may
appoint a successor. If a successor has not been appointed by the holders, any
holder of preferred securities or common securities or the other trustee may
petition a court in the State of Delaware to appoint a successor. Any Delaware
trustee must meet the applicable requirements of Delaware law. Any property
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trustee must be a national or state-chartered bank and, at the time of
appointment, must have securities rated in one of the three highest rating
categories by a nationally recognized statistical rating organization and have
capital and surplus of at least $50,000,000. No resignation or removal of a
trustee, and no appointment of a successor trustee, will be effective until the
acceptance of appointment by the successor trustee in accordance with the
provisions of the Declaration of Trust.
Merger, Consolidation, Etc. If a trustee merges, consolidates with or
converts into, another person, or another person succeeds to all or
substantially all the corporate trust business of that trustee, that other
person will be the successor of that trustee under the amended and restated
declaration of trust, but only if that other person is qualified and eligible to
be a trustee.
Duties of Property Trustee. The property trustee undertakes to perform only
those duties that are specifically set forth in the amended and restated
declaration of trust, unless an event of default under the amended and restated
declaration of trust is continuing. In that event, the property trustee must
exercise the same degree of care and skill as a prudent person would exercise or
use in the conduct of his or her own affairs. Subject to this provision, the
property trustee will have no obligation to exercise any of the powers vested in
it by the amended and restated declaration of trust at the request of any holder
of preferred securities unless it is offered reasonable indemnity against the
costs, expenses and liabilities that it might incur as a result. If no event of
default is continuing and the property trustee must decide between alternative
causes of action or construe ambiguous provisions in the amended and restated
declaration of trust, or is unsure of the application of any provision of the
amended and restated declaration of trust, and the matter is not one on which
the holders of preferred securities and common securities are entitled under the
amended and restated declaration of trust to vote, then the property trustee may
take any action that it deems to be advisable and in the best interests of the
holders of the preferred securities and common securities and will have no
liability except for its own bad faith, negligence or willful misconduct.
Miscellaneous. The amended and restated declaration of trust authorizes and
directs the administrators and the property trustee to conduct the affairs of
and to operate the CCC Capital Trust so that the CCC Capital Trust will not be
required to register as an investment company under the Investment Company Act
or be classified as an association taxable as a corporation or as other than a
grantor trust for U.S. federal income tax purposes and so that the junior
subordinated debt securities will be treated as indebtedness of the issuer for
U.S. federal income tax purposes. The amended and restated declaration of trust
authorizes the property trustee and the holders of common securities to take any
action, not inconsistent with applicable law, the certificate of trust of the
CCC Capital Trust or the amended and restated declaration of trust, that they,
or any successor entity, determine in their discretion to be necessary or
desirable for these purposes, as long as the action does not adversely affect
the interests of the holders of the preferred securities in any material
respect. Holders of the preferred securities will have no preemptive or similar
rights.
GOVERNING LAW
The amended and restated declaration of trust and the preferred securities
and common securities will be governed by and construed in accordance with the
laws of Delaware.
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DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
This section summarizes the main provisions of the junior subordinated debt
securities and the junior subordinated indenture, but it does not describe all
the provisions. Therefore, you should read the full text of the indentures for a
complete description of the junior subordinated debt securities. We have filed a
form of the junior subordinated indenture as an exhibit to the registration
statement, of which this prospectus is a part.
THE TERM INDENTURE, WHEN USED IN THIS SECTION, REFERS ONLY TO THE INDENTURE FOR
THE JUNIOR SUBORDINATED DEBT SECURITIES OF CITADEL COMMUNICATIONS OR CITADEL
BROADCASTING, AS THE CASE MAY BE, AND NOT TO THE INDENTURES FOR SENIOR AND
SENIOR SUBORDINATED DEBT SECURITIES OF CITADEL COMMUNICATIONS. THE TERM ISSUER,
WHEN USED IN THIS SECTION, REFERS TO THE ISSUER OF THE JUNIOR SUBORDINATED DEBT
SECURITIES, WHICH COULD BE CITADEL COMMUNICATIONS OR CITADEL BROADCASTING.
This section uses terms that are defined in the indenture and the amended
and restated declaration of trust. Unless we define those terms in this
prospectus, we intend for them to have the meanings given them in the junior
subordinated indenture or the amended and restated declaration of trust, as the
case may be.
GENERAL
Concurrently with the issuance of the preferred securities, the issuer will
issue the junior subordinated debt securities under the indenture, and the CCC
Capital Trust will use the proceeds from the sale of the preferred securities,
together with the consideration paid by Citadel Communications for the common
securities, to purchase the junior subordinated debt securities. The junior
subordinated debt securities will initially equal the sum of the initial
aggregate liquidation amount of the preferred securities and the common
securities. Unless the CCC Capital Trust distributes the junior subordinated
debt securities in exchange for the preferred securities as described below, the
junior subordinated debt securities will be held in the name of the property
trustee in trust for the benefit of the holders of the preferred securities and
the common securities.
The junior subordinated debt securities will be general, unsecured
obligations of the issuer and will be subordinated in right of payment, to the
extent and in the manner set forth in the indenture, to all Senior Debt of the
issuer. Because Citadel Communications is a holding company, the junior
subordinated debt securities of Citadel Communications will also effectively be
subordinated to all existing and future liabilities of Citadel Communications'
subsidiaries. See "Holding Company Structure and Secured Claims."
INTEREST
Interest will accrue on the principal of the preferred securities from
their original issue date at the annual rate set forth in the applicable
prospectus supplement. Unless deferred as described below, interest will be
payable quarterly in arrears on the dates set forth in the applicable prospectus
supplement to the persons who are the record holders of the junior subordinated
debt securities at the close of business on the 15th day, whether or not a
business day, next preceding the relevant interest payment date. The amount of
interest payable for any period will be computed on the basis of a 360-day year
of 12 30-day months.
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As long as no event of default under the indenture has occurred and is
continuing, the issuer will have the right to defer the payment of interest on
the junior subordinated debt securities as described in "Description of the CCC
Capital Trusts Preferred Securities--Distributions--Extension Periods." However,
during an extension period described under "Description of the CCC Capital
Trusts Preferred Securities--Extension Periods," interest will continue to
accrue on the junior subordinated debt securities and, to the extent permitted
by applicable law, additional interest will accrue on each deferred interest
payment at an annual rate specified in the prospectus supplement, compounded
quarterly from the corresponding interest payment date. The term interest,
wherever we use it in this prospectus with respect to the junior subordinated
debt securities, includes any of this additional interest. In addition, during
any extension period, the indenture will prohibit the issuer and its
subsidiaries from taking certain actions described in "Description of the CCC
Capital Trusts Preferred Securities--Distributions--Extension Period
Restrictions."
Any interest that would otherwise become due and payable in respect of any
junior subordinated debt securities during an extension period will not become
due and payable until the day after the period ends. If the principal of any
junior subordinated debt securities becomes due and payable on a day that would
otherwise occur during an extension period, that period will end automatically
on the next preceding day, which will be the last day of that period.
STATED MATURITY; SHORTENING AND EXTENSION
The junior subordinated debt securities will initially have a stated
maturity. However, the issuer will have the option at any time to shorten the
stated maturity to a date not earlier than a date set forth in the applicable
prospectus supplement. The issuer would expect to exercise this option if, for
example, a tax development occurred that could adversely affect the
deductibility of the interest payments on the junior subordinated debt
securities and shortening the maturity would preserve such deductibility.
If provided in the indenture, the issuer will also have the option at any
time to extend the stated maturity to a date set forth in the applicable
prospectus supplement, but only if the issuer has long-term senior unsecured
debt that is outstanding and rated investment grade when it gives notice of the
extension as described below. As used herein, investment grade means either a
rating of BBB or better by Standard & Poor's Ratings Services, or any equivalent
successor rating, or a rating of Baa3 or better by Moody's Investors Service,
Inc., or any equivalent successor rating.
To exercise its option to shorten or extend the stated maturity, the issuer
must select a date when the change is to become effective and must notify the
indenture trustee, and the indenture trustee must notify the holders of the
junior subordinated debt securities in the manner described below under
"--Notices," of the new stated maturity and the effective date of the change.
The notice must be given not less than 30 days nor more than 60 days before the
effective date. Any notice of this kind will be irrevocable when given.
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OPTIONAL REDEMPTION
The issuer will have the option to redeem the junior subordinated debt
securities before the stated maturity as follows:
- on or after a date set forth in the applicable prospectus supplement, in
whole at any time or in part from time to time, provided that no partial
redemption may occur during an extension period, or
- in whole, but not in part, at any time within 90 days after the
occurrence of a Tax Event or an Investment Company Act Event (as defined
below).
If the issuer elects to redeem any junior subordinated debt securities, it
will do so at a redemption price equal to the principal amount of the junior
subordinated debt securities to be redeemed, plus any accrued and unpaid
interest on those securities to the redemption date. Unless the issuer defaults
in payment of the redemption price, on and after the redemption date, interest
will cease to accrue on the junior subordinated debt securities called for
redemption. The issuer may not elect to redeem any junior subordinated debt
securities on a redemption date that would occur during an extension period
unless it elects to redeem all outstanding junior subordinated debt securities
on that date.
The issuer must give notice of any redemption to the holders of the junior
subordinated debt securities 30 to 60 days before the redemption date in the
manner described below under "--Notices." In all other respects, the procedures
for redeeming the junior subordinated debt securities will be similar to those
for redeeming the preferred securities, described under "Description of the CCC
Capital Trusts Preferred Securities--Mandatory Redemption--Redemption
Procedures."
DEFINITION OF TAX EVENT
Tax Event means the receipt by the issuer, and, if the preferred securities
are outstanding, the CCC Capital Trust, of an opinion of independent counsel,
experienced in the following matters, to the effect that as a result of any tax
change, there is more than an insubstantial risk that any of the following will
occur:
- The CCC Capital Trust is, or will be within 90 days after the date of the
opinion of counsel, subject to U.S. federal income tax with respect to
income received or accrued on the junior subordinated debt securities.
- Interest payable by the issuer or original issue discount accruing on the
junior subordinated debt securities is not, or within 90 days after the
opinion of counsel will not be, deductible by the issuer, in whole or in
part, for U.S. federal income tax purposes.
- The CCC Capital Trust is, or will be within 90 days after the date of the
opinion of counsel, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.
As used above, tax change means any of the following:
- any amendment to, clarification of or change, including any announced
prospective change, in the laws, or any regulations under the laws, of
the United States or of any
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political subdivision or taxing authority of or in the United States, if
the amendment or change is enacted, promulgated or announced on or after
the date of the applicable prospectus supplement, or
- any official administrative pronouncement, including any private letter
ruling, technical advice memorandum or field service advice, or any
judicial decision, whether or not the pronouncement or decision is issued
to or in connection with a proceeding involving the issuer or the CCC
Capital Trust or is subject to review or appeal, if the pronouncement or
decision is enacted, promulgated or announced on or after the date of the
applicable prospectus supplement.
The applicable prospectus supplement will contain a description of certain
tax law developments that could result in a Tax Event and thus early redemption
of the junior subordinated debt securities and the preferred securities.
DEFINITION OF INVESTMENT COMPANY ACT EVENT
Investment Company Act Event means the receipt by Citadel Communications
and the CCC Capital Trust of an opinion of counsel, experienced in the following
matters, to the following effect: As a result of the occurrence of a change,
including any announced prospective change, in law or regulation, or a written
change, including any announced prospective change, in interpretation or
application of law or regulation, by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
the CCC Capital Trust is or will be considered an investment company that is
required to be registered under the Investment Company Act. To be effective for
this purpose, the change or prospective change must become effective, or the
prospective change will become effective, on or after the date of the applicable
prospectus supplement.
PAYMENT OF ADDITIONAL SUMS
If a Tax Event has occurred and is continuing and the issuer does not elect
to redeem the junior subordinated debt securities and thereby cause a mandatory
redemption of the preferred securities, and does not elect to liquidate the CCC
Capital Trust and cause the junior subordinated debt securities to be
distributed to the holders of the preferred securities and common securities in
exchange for their securities, as described above, the preferred securities will
remain outstanding and the issuer will be obligated to pay Additional Sums on
the junior subordinated debt securities. Additional Sums means such additional
amounts as may be necessary so that the amount of distributions that are due and
payable by the CCC Capital Trust on the outstanding preferred securities and
common securities at any time will not be reduced as a result of certain
additional taxes, duties and other governmental charges to which the CCC Capital
Trust has become subject as a result of the Tax Event.
EXCHANGE OF PREFERRED SECURITIES FOR JUNIOR SUBORDINATED DEBT SECURITIES
As described under "Description of the CCC Capital Trusts Preferred
Securities--Exchange of Preferred Securities for Junior Subordinated Debt
Securities," the holders of common securities may elect to dissolve the CCC
Capital Trust and, after satisfaction of liabilities to creditors of the CCC
Capital Trust as provided by applicable law, cause the CCC Capital Trust to
distribute the junior subordinated debt securities to the holders of the
preferred securities and common securities in exchange for these securities.
Junior
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subordinated debt securities distributed in exchange for preferred securities
held in book-entry form will also be issued, upon the distribution, in
book-entry form. We expect that any book-entry arrangements for the junior
subordinated debt securities would be substantially similar to those that will
apply to the preferred securities. See "Securities We May Issue--Legal Ownership
of Securities." The issuer will be obligated to use its best efforts to list the
junior subordinated debt securities on the American Stock Exchange, or such
other stock exchange or organization, if any, on which the preferred securities
are then listed, if an exchange distribution occurs. We can give no assurance as
to the market price of any junior subordinated debt securities that may be
distributed to the holders of the preferred securities.
CERTAIN COVENANTS OF CITADEL COMMUNICATIONS AND CITADEL BROADCASTING
The issuer will make the following covenants in the indenture:
- to hold, directly or indirectly through one or more subsidiaries, 100% of
the common securities, provided that permitted successors under the
indenture may succeed to its ownership of the common securities;
- not to terminate, wind-up or liquidate the CCC Capital Trust voluntarily,
except in connection with a distribution of junior subordinated debt
securities in exchange for preferred securities or as permitted by the
amended and restated declaration of trust; and
- to use its reasonable efforts, consistent with the amended and restated
declaration of trust, to cause the CCC Capital Trust to be classified as
a grantor trust or not to be classified as an association taxable as a
corporation for U.S. federal income tax purposes.
Restrictions on Certain Payments. If any of the following has occurred and
is continuing:
- any event of which the issuer has knowledge that, with notice or the
lapse of time, or both, would constitute an event of default with respect
to the junior subordinated debt securities of such series, and in respect
of which the issuer has not taken reasonable steps to cure;
- the junior subordinated debt securities are held by a CCC Capital Trust
and Citadel Communications is in default with respect to its payment of
any obligations under the guarantee relating to the preferred securities
issued by such CCC Capital Trust; or
- the issuer has given notice of an extension period with respect to the
junior subordinated debt securities of such series and has not rescinded
such notice, or such extension period, or any extension thereof,
then the issuer will not, and will not permit any subsidiary to:
- pay any dividends or distributions on, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of the issuer's capital
stock;
- make any payment of principal of, or premium or interest, if any, on, or
repay or repurchase or redeem any debt securities of the issuer,
including other junior
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subordinated debt securities, that rank equally with or junior in
interest to the junior subordinated debt securities; or
- make any guarantee payments with respect to any guarantee by the issuer
of the debt securities of any subsidiary if such guarantee ranks equally
with or junior in interest to the junior subordinated debt securities;
provided that the issuer may continue to:
- redeem or purchase any rights pursuant to any stockholder protection
rights plan and declare a dividend of such rights or the issuance of
stock under such plans;
- purchase common stock related to the issuance of common stock under any
of Citadel Communications' benefit plans for its directors, officers or
employees; and
- in the case where the issuer is Citadel Broadcasting, pay any dividends
or distributions in common stock and 13 1/4% Exchangeable Preferred Stock
of Citadel Broadcasting.
MODIFICATION OF INDENTURE
There are three types of changes the issuer can make to the indenture and
the junior subordinated debt securities.
Changes Requiring a Majority Vote. The first type of change to the
indenture and the junior subordinated debt securities is the kind that requires
a vote in favor by holders of junior subordinated debt securities owning a
majority of the principal amount of the outstanding securities of the particular
series affected.
Changes Not Requiring Approval. The second type of change does not require
any vote of the holders of the junior subordinated debt securities. This type is
limited to (1) curing ambiguities, defects or inconsistencies as long as such
changes do not adversely affect the interests of the holders of the junior
subordinated debt securities or the related preferred securities in any material
respect and (2) qualifying, or maintaining the qualification of, the indenture
under the Trust Indenture Act.
Changes Requiring Your Approval. The third type of change cannot be made to
your junior subordinated debt securities without your specific approval. They
are:
- a change in the stated maturity of the junior subordinated debt
securities, except to shorten or extend it as permitted by the indenture,
a reduction in the principal amount of the junior subordinated debt
securities, or a reduction in the rate or extension of the time of
payment of interest on the junior subordinated debt securities, except
for any permitted deferral in connection with an extension period, and
- a reduction in the percentage of principal amount of the outstanding
junior subordinated debt securities, the holders of which are required to
consent to any modification of the indenture.
Consent of the Related Preferred Security Holders. As long as the related
preferred securities are outstanding, the property trustee, as the holder of the
junior subordinated debt securities, will not be permitted to consent to any
modification, waiver or termination of the indenture without obtaining the
consent of the holders of preferred securities as required
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under the amended and restated declaration of trust. See "Description of the CCC
Capital Trusts Preferred Securities--Enforcement Rights."
EVENTS OF DEFAULT
You will have special rights if an event of default under the indenture
occurs and is not cured, as described later in this subsection.
The term event of default under the indenture means any of the following:
- The issuer does not pay interest or any Additional Sum on the junior
subordinated debt securities within 30 days of its due date, except that
a permitted deferral during an extension period will not be a default.
- The issuer does not pay the principal of the junior subordinated debt
securities when due, whether at maturity or upon redemption, except when
the maturity date has been extended as permitted by the indenture.
- The issuer remains in breach of any other covenant in the indenture in
any material respect for 90 days after it receives a notice of default
stating it is in breach. The notice must be sent by either the indenture
trustee or the holders of at least 25% in aggregate principal amount of
the outstanding junior subordinated debt securities.
- The issuer files for bankruptcy or certain other events in bankruptcy,
insolvency or reorganization occur.
Remedies If an Event of Default Occurs. If an event of default has occurred
and is continuing, either the indenture trustee or the holders of not less than
25% in aggregate principal amount of the outstanding junior subordinated debt
securities may declare the principal of all junior subordinated debt securities
to be due and payable immediately. If the preferred securities are outstanding
and the indenture trustee or those holders of junior subordinated debt
securities fail to exercise this right, the holders of at least 25% in aggregate
liquidation amount of the outstanding preferred securities may do so. The
holders of a majority in aggregate principal amount of the outstanding junior
subordinated debt securities may also cancel any declaration of acceleration. If
they do not exercise this right, the holders of a majority in aggregate
liquidation amount of the outstanding preferred securities may do so.
The holders of a majority in aggregate principal amount of the outstanding
junior subordinated debt securities may, on behalf of the holders of all junior
subordinated debt securities, waive any default under the indenture other than:
- a default in the payment of principal or interest, and any Additional
Sum, unless the default has been cured and a sum sufficient to pay all
matured installments of interest and principal, and any Additional Sum,
due otherwise than by acceleration has been deposited with the indenture
trustee, or
- a default in respect of a covenant that under the indenture cannot be
modified or amended without the consent of the holder of each affected
junior subordinated debt security.
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If they do not exercise this right, the holders of a majority in aggregate
liquidation amount of the outstanding preferred securities may do so.
The holders of a majority in aggregate principal amount of outstanding
junior subordinated debt securities will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
indenture trustee. This right, as well as the rights of the holders of junior
subordinated debt securities with regard to acceleration, cancellation and
waiver described above, will be subject to the enforcement rights of the holders
of preferred securities when the preferred securities are outstanding. See
"Description of the CCC Capital Trusts Preferred Securities--Enforcement
Rights." The issuer will be obligated to provide the indenture trustee, and, if
the preferred securities are outstanding, the property trustee, annually a
certificate as to whether or not the issuer is in compliance with the provisions
of the indenture applicable to it.
CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS
The issuer is generally permitted to consolidate or merge with another
company or firm. The issuer is also permitted to sell, lease or otherwise
transfer substantially all of its assets to another company or firm. However,
the issuer may not take any of these actions unless all the following conditions
are met:
- If the issuer merges out of existence or transfers assets, the entity
into which it merges or to which it sells its assets must be a
corporation organized under the laws of the United States, any state
thereof or the District of Columbia and it must agree to be legally
responsible for the issuer's obligations in respect of the junior
subordinated debt securities and the indenture and, in the case where the
issuer is Citadel Communications, Citadel Communications' obligations in
respect of the guarantee and the expense agreement.
- Immediately after the merger or transfer of assets, no default on the
junior subordinated debt securities can exist. A default for this purpose
would also include any event that would be an event of default if the
requirements for giving a default notice or its default having to exist
for a specific period of time were disregarded.
The conditions referred to above will apply only with respect to a transaction
specifically mentioned above; other transactions, including transactions that
involve a change of control of the issuer or an acquisition by the issuer of the
stock or assets of another person, would not be subject to these conditions.
The general provisions of the indenture do not afford holders of the junior
subordinated debt securities, or related preferred securities, protection in the
event of a highly leveraged or other transaction involving the issuer that may
adversely affect the interests of those holders.
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SATISFACTION AND DISCHARGE
The indenture provides that, except as noted below, the indenture will
cease to be of further effect, and the issuer will be deemed to have satisfied
and discharged the indenture, when the following conditions, among others, have
been satisfied:
- All junior subordinated debt securities not previously delivered to the
indenture trustee for cancellation have become due and payable or will
become due and payable at their stated maturity or on a redemption date
within one year.
- The issuer deposits with the indenture trustee, in trust, funds
sufficient to pay the entire indebtedness on those debt securities not
previously delivered for cancellation, for the principal and interest,
including any Additional Sums, to the date of the deposit, for debt
securities that have become due and payable, or to the stated maturity or
the redemption date, as the case may be, for debt securities that have
not.
The issuer will remain obligated to provide for registration of transfer and
exchange and notices of redemption and in certain other ministerial respects.
SUBORDINATION
Unless the prospectus supplement provides otherwise, the following
provisions will apply to the junior subordinated debt securities.
The payment of principal, any premium and interest on the junior
subordinated debt securities is subordinated in right of payment to the prior
payment in full of all of the issuer's Senior Debt (as defined below). This
means that in certain circumstances where the issuer may not be making payments
on all of its debt obligations as they come due, the holders of all of the
issuer's Senior Debt will be entitled to receive payment in full of all amounts
that are due or will become due on the Senior Debt before you and the other
registered holders of junior subordinated debt securities will be entitled to
receive any payment or distribution on the junior subordinated debt securities.
These circumstances include the following circumstances:
- the issuer makes a payment or distributes assets to creditors upon any
liquidation, dissolution, winding up or reorganization, or as part of an
assignment or marshalling of its assets for the benefit of its creditors;
- the issuer files for bankruptcy or certain other events in bankruptcy,
insolvency or similar proceedings occur;
- the issuer makes any assignment for the benefit of creditors; and
- the issuer is subject to any other marshalling of its assets.
In addition, the issuer is generally not permitted to make payments of
principal, any premium or interest on the junior subordinated debt securities if
the issuer defaults in its obligation to make payments on Senior Debt and does
not cure such default.
After payment in full of all amounts owed on Senior Debt, the holders of
junior subordinated debt securities, together with the holders of any equally
ranking obligations, will be paid from the remaining assets of the issuer the
amounts owed on the junior subordinated
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debt securities and those other obligations before any payment or other
distribution will be made on any capital stock or any junior ranking obligations
of the issuer.
If any holder of junior subordinated debt securities receives any payment
or distribution on his securities before all the Senior Debt has been paid in
full, the holder must receive the payment or distribution in trust for the
benefit of, and must pay over or deliver and transfer the same to, the holders
of the Senior Debt at the time outstanding to the extent necessary to pay all
the Senior Debt in full.
These subordination provisions mean that if the issuer is insolvent, a
holder of its Senior Debt may ultimately receive out of its assets more than a
holder of the same amount of its junior subordinated debt securities, and a
creditor of the issuer that is owed a specific amount but who owns neither the
issuer's Senior Debt nor the junior subordinated debt securities may ultimately
receive less than a holder of the same amount of Senior Debt and an equal amount
on a pro rata basis as a holder of junior subordinated debt securities.
The term Senior Debt means any obligation of the issuer to its creditors,
whether existing now or incurred in the future, unless in the instrument
creating or evidencing the obligation or pursuant to which the obligation is
outstanding, it is provided that the obligation is not superior in right of
payment to the junior subordinated debt securities, and other than trade
accounts payable and accrued liabilities arising in the ordinary course of
business. Senior Debt will also include any subordinated debt of the issuer that
does not fall within the specific exceptions described above.
The indenture places no limitation on the amount of additional Senior Debt
that the issuer may incur in the future. The issuers expect to incur substantial
amounts of additional Senior Debt from time to time.
THE GUARANTEE OF CITADEL BROADCASTING'S JUNIOR SUBORDINATED DEBT SECURITIES
The indenture will include a full, unconditional and irrevocable guarantee
by Citadel Communications, on a subordinated basis, of all payments in respect
of Citadel Broadcasting's junior subordinated debt securities. The junior
subordinated debt securities guarantee does not require Citadel Communications
to pay any interest deferred by Citadel Broadcasting during a valid extension
period.
Citadel Communications' obligations under the junior subordinated debt
securities guarantee will constitute unsecured obligations of Citadel
Communications and will rank junior to all other existing liabilities of Citadel
Communications and will rank equally with any guarantee now or hereafter entered
into by Citadel Communications in respect of any preferred security of any
affiliate of Citadel Communications. Accordingly, the rights of the holders of
Citadel Broadcasting's junior subordinated debt securities to receive payments
under the junior subordinated debt securities guarantee will be subject to the
rights of the holders of any obligations of Citadel Communications that are
senior in priority to Citadel Communications' obligations under the junior
subordinated securities guarantee (including, but not limited to, obligations
constituting Senior Debt of Citadel Communications). Furthermore, the holders of
Citadel Communications' obligations that rank senior to the obligations under
the junior subordinated debt securities guarantee will be entitled to the same
rights upon payment default or dissolution, liquidation and reorganization in
respect of the junior subordinated debt securities guarantee that inure to the
holders of Senior Debt of
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Citadel Communications as against the holders of junior debt securities. The
terms of Citadel Broadcasting's junior subordinated debt securities provide that
each holder, by acceptance thereof, agrees to the subordination provisions and
other terms of the junior subordinated debt securities guarantee.
The junior subordinated debt securities guarantee will terminate and be of
no further force or effect upon payment in full of the redemption price of
Citadel Broadcasting's junior subordinated debt securities or the preferred
securities, or upon payment in full of the amounts payable upon liquidation of
the CCC Capital Trust; provided, however, that the junior subordinated debt
securities guarantees will continue to be effective or will be reinstated, as
the case may be, if at any time any holder of the preferred securities must
restore payment of any sums paid under the preferred securities, the junior
subordinated debt securities received in exchange for the preferred securities
or the junior subordinated debt securities guarantee.
PAYMENT AND PAYING AGENTS
Unless the junior subordinated debt securities have been distributed in
exchange for the preferred securities, payments in respect of the junior
subordinated debt securities will be made to or upon the order of the property
trustee. If in the future the junior subordinated debt securities have been
distributed in exchange for the preferred securities, payments in respect of the
junior subordinated debt securities will be made in accordance with provisions
similar to those applicable to payments in respect of the preferred securities,
described under "Description of the CCC Capital Trusts Preferred
Securities--Payment and Paying Agency."
If any interest, principal or other amount is payable in respect of the
junior subordinated debt securities on a day that is not a business day, the
payment may be made on the next succeeding business day unless that business day
is in a different calendar year, in which case the payment may be made on the
next preceding business day. Each payment made on the next succeeding or
preceding business day as described above may be made with the same force and
effect as if made on the day on which the payment is originally payable.
Any monies deposited with the indenture trustee or any paying agent, or
then held by the issuer in trust, for the payment of any amount due and payable
on any junior subordinated debt securities, and remaining unclaimed for two
years after the amount has become due and payable, will, at the request of the
issuer, be repaid to the issuer. Thereafter, the holders of those junior
subordinated debt securities will look, as general unsecured creditors, only to
the issuer for payment of those amounts.
NOTICES
Copies of notices to holders of junior subordinated debt securities under
the indenture will be given to the holders of the preferred securities in
accordance with provisions similar to those described in "Description of the CCC
Capital Trusts Preferred Securities--Notices" and to the property trustee. If in
the future the junior subordinated debt securities have been distributed in
exchange for the preferred securities, notices to holders of preferred
securities will be given to those holders in accordance with the provisions for
notices to the holders of the preferred securities referred to above.
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REGARDING THE INDENTURE TRUSTEE
The indenture trustee will have all the duties and responsibilities
specified with respect to an indenture trustee under the Trust Indenture Act.
However, the indenture trustee will have no obligation to act at the request of
any holder of junior subordinated debt securities, unless such holder offers to
reimburse the indenture trustee for reasonable costs, expenses and liabilities
that it might incur. Also, the indenture trustee will not be required to expend
its own funds or otherwise incur personal financial liability in the performance
of its duties if it reasonably believes that repayment is not reasonably
certain.
GOVERNING LAW
The indenture provides that the indenture and the junior subordinated debt
securities are to be governed by and construed in accordance with New York law.
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DESCRIPTION OF THE GUARANTEE AND
EXPENSE AGREEMENT RELATING TO THE PREFERRED SECURITIES
This section summarizes the main provisions of the preferred securities
guarantee and the expense agreement, but it does not describe all the
provisions. Consequently, this summary is qualified by reference to the full
text of the guarantee and the expense agreement. We have filed forms of the
guarantee and the expense agreement as exhibits to the registration statement of
which this prospectus is part.
This section uses terms that are defined in the guarantee and the expense
agreement. Unless we define those terms in this section, we intend them to have
the meanings given them in the guarantee or the expense agreement, as
applicable.
GENERAL
Citadel Communications will execute the guarantee when the preferred
securities are issued. The Bank of New York will act as indenture trustee under
the guarantee for the purpose of compliance with the Trust Indenture Act, and
the guarantee will be qualified as an indenture under the Trust Indenture Act.
The Bank of New York will also act as guarantee trustee and will hold the
guarantee for the benefit of the holders of the preferred securities.
Under the guarantee, Citadel Communications will irrevocably agree to pay
in full, on a subordinated basis and to the extent described below, to the
holders of the preferred securities, the guarantee payments as and when due,
regardless of any defense, right of set-off or counterclaim that the CCC Capital
Trust may have or assert other than the defense of payment. The following
payments in respect of the preferred securities, to the extent not paid by or on
behalf of the CCC Capital Trust, are guarantee payments:
- any accumulated and unpaid distributions required to be paid on the
preferred securities, to the extent that the CCC Capital Trust has funds
legally and immediately available to pay them;
- any redemption price required to be paid on the preferred securities, to
the extent that the CCC Capital Trust has funds legally and immediately
available to pay it; and
- upon a voluntary or involuntary termination, winding-up or liquidation of
the Trust (unless the junior subordinated debt securities are distributed
to holders of the preferred securities in exchange for those securities),
the lesser of (1) the payments made on liquidation for the preferred
securities and (2) the amount of assets of the CCC Capital Trust
remaining available for distribution to holders of preferred securities
after satisfaction of liabilities to creditors of the CCC Capital Trust
as required by applicable law.
Citadel Communications may satisfy its obligation to make a guarantee payment by
paying the required amounts directly to the holders of the preferred securities
or by causing the CCC Capital Trust to pay them to the holders.
Citadel Communications will be required to make payments under the
guarantee only to the extent that the CCC Capital Trust has funds sufficient to
make payments in respect of its obligations under the preferred securities. If
and to the extent Citadel Communications does not make payments on the junior
subordinated debt securities, the CCC Capital Trust will not be able to make
payments on the preferred securities and will not have funds available to do
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so. However, through the guarantee, the amended and restated declaration of
trust, the junior subordinated debt securities, the junior subordinated
indenture and the expense agreement, taken together, Citadel Communications will
have fully, irrevocably and unconditionally guaranteed all the CCC Capital
Trust's obligations under the preferred securities. See "Relationship Among
Preferred Securities, Junior Subordinated Debt Securities, Preferred Securities
Guarantee and Expense Agreement."
STATUS OF THE GUARANTEE
The guarantee will be a general unsecured obligation of Citadel
Communications and will be subordinated in right of payment to all liabilities
of Citadel Communications (other than any similar guarantees, the expense
agreement and any other similar expense agreement), including all liabilities to
trade creditors, and will rank equally with the most senior class of any
preferred stock that Citadel Communications may issue. Because Citadel
Communications is a holding company, its obligations under the guarantee, like
its obligations under the junior subordinated debt securities, will also be
effectively subordinated to all existing and future liabilities of Citadel
Communications' subsidiaries. See "Description of the Junior Subordinated Debt
Securities--Subordination."
AMENDMENTS, ASSIGNMENT AND SUCCESSION
The guarantee may not be amended without the prior approval of the holders
of a majority of the aggregate liquidation amount of the outstanding preferred
securities, other than in ways that do not adversely affect the rights of
holders of the preferred securities in any material respect, in which case no
approval will be required. The manner of obtaining any such approval will be
similar to the manner in which any approval to amend the amended and restated
declaration of trust may be obtained. See "Description of the CCC Capital Trusts
Preferred Securities--Voting Rights; Amendment of the Amended and Restated
Declaration of Trust."
Citadel Communications may not assign its obligations under the guarantee
without obtaining the approval of the holders required to amend that agreement.
However, any permitted successor to Citadel Communications' obligations under
the indenture will also succeed to its obligations under the guarantee. See
"Description of the Junior Subordinated Debt Securities--Consolidation, Merger,
Sale of Assets and Other Transactions." The guarantee will bind Citadel
Communications' successors, assigns, receivers, trustees and representatives and
will inure to the benefit of the holders of the outstanding preferred
securities.
EVENTS OF DEFAULT
An event of default under the guarantee will occur if Citadel
Communications fails to make any guarantee payment when obligated to do so, or
if Citadel Communications fails to perform any other obligation and the default
remains unremedied for 30 days. The holders of a majority in aggregate
liquidation amount of the outstanding preferred securities will have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the guarantee trustee or to direct the exercise of any trust or
power conferred upon the guarantee trustee under the guarantee.
The guarantee will guarantee payment and not collection. This means that
any holder of outstanding preferred securities may begin a legal proceeding
directly against Citadel
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Communications to enforce its rights under the guarantee without first beginning
a legal proceeding against the CCC Capital Trust, the guarantee trustee or any
other party.
Citadel Communications, as guarantor, will be obligated to file annually
with the guarantee trustee a certificate as to Citadel Communications'
compliance with all the conditions and covenants applicable to it under the
guarantee.
REGARDING THE GUARANTEE TRUSTEE
The guarantee trustee undertakes to perform only those duties that are
specifically set forth in the guarantee, except that, after a default by Citadel
Communications under the guarantee, it must exercise the same degree of care and
skill as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the guarantee trustee is under no obligation
to exercise any of the powers vested in it by the guarantee at the request of
any holder of preferred securities unless it is offered reasonable indemnity
against the costs, expenses and liabilities that it might incur as a result.
TERMINATION OF THE GUARANTEE
The guarantee will terminate and be of no further force or effect when:
- the guarantee payments have been paid in full by Citadel Communications,
the CCC Capital Trust or both; or
- the junior subordinated debt securities are distributed to the holders of
the preferred securities in exchange for their securities.
Until that time, the guarantee will remain in full force and effect. In
addition, the guarantee will continue to be effective or will be reinstated, as
the case may be, if at any time any holder of the preferred securities must
restore payment of any sums paid to it under the preferred securities or the
guarantee.
GOVERNING LAW
The guarantee provides that it is to be governed by and construed in
accordance with New York law.
EXPENSE AGREEMENT
In the expense agreement, Citadel Communications will irrevocably and
unconditionally guarantee to each person to whom the CCC Capital Trust becomes
indebted or liable the full payment of all the CCC Capital Trust's costs,
expenses and liabilities, other than the obligations of the CCC Capital Trust to
pay amounts due to the holders of the preferred securities and common securities
pursuant to the terms of those securities. The expense agreement will be
enforceable by third parties.
Citadel Communications' obligations under the expense agreement will be
subordinated in right of payment to the same extent as the guarantee. Citadel
Communications' obligations under the expense agreement will be subject to
provisions regarding amendment, termination, assignment, succession and
governing law similar to those applicable to the guarantee.
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RELATIONSHIP AMONG PREFERRED SECURITIES, JUNIOR SUBORDINATED
DEBT SECURITIES, PREFERRED SECURITIES GUARANTEE AND
EXPENSE AGREEMENT
FULL AND UNCONDITIONAL GUARANTEE
Taken together, Citadel Communications' obligations under the amended and
restated declaration of trust, the junior subordinated indenture, the preferred
securities guarantee and the expense agreement will provide a full, irrevocable
and unconditional guarantee of the CCC Capital Trust's obligations under the
preferred securities. No single document standing alone or operating in
conjunction with fewer than all the other documents will provide this guarantee.
It is only the combined operation of these documents that will have the effect
of providing a full, irrevocable and unconditional guarantee of the CCC Capital
Trust's obligations under the preferred securities.
If and to the extent that the issuer does not make payments on the junior
subordinated debt securities, and in the case of Citadel Broadcasting's junior
subordinated debt securities, Citadel Communications does not make payments on
the junior subordinated debt securities guarantee, the CCC Capital Trust will
not have funds available for payments on the preferred securities. The guarantee
will not apply to payment of any amounts due on the preferred securities when
the CCC Capital Trust does not have available funds to pay those amounts. In
that event, the remedy of a holder of preferred securities is to exercise its
right of direct action against the issuer--that is, to begin a legal proceeding
directly against the issuer for enforcement of the issuer's obligations under
junior subordinated debt securities having a principal amount equal to the
liquidation amount of the preferred securities held by the holder or, in the
case of Citadel Broadcasting's junior subordinated debt securities, a legal
proceeding against Citadel Communications under the junior subordinated debt
securities guarantee.
If the issuer makes payment on the junior subordinated debt securities or
in the case of Citadel Broadcasting's junior subordinated debt securities,
Citadel Communications makes payment on the junior subordinated debt securities
guarantee when Citadel Broadcasting defaults, and the CCC Capital Trust has
funds available to make payments on the preferred securities but fails to do so,
a holder of preferred securities may begin a legal proceeding against Citadel
Communications to enforce Citadel Communications' obligations under the
preferred securities guarantee to make these payments. In the event that the CCC
Capital Trust receives payments on the junior subordinated debt securities, but
these funds are unavailable for payment on the preferred securities because of
claims made by creditors of the CCC Capital Trust, Citadel Communications would
be obligated under the expense agreement to pay those claims.
The obligations of the issuer under the junior subordinated debt securities
will be subordinated in right of payment to all Senior Debt of the issuer. They
will be subordinated in the manner described in "Description of the Junior
Subordinated Debt Securities--Subordination." The obligations of Citadel
Communications under the preferred securities guarantee and the expense
agreement will be subordinated in right of payment to all liabilities of Citadel
Communications (other than similar guarantees and expense agreements), including
liabilities to trade creditors, and will rank equally with the most senior class
of preferred stock that Citadel Communications may issue.
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SUFFICIENCY OF PAYMENTS
As long as payments are made when due on the junior subordinated debt
securities, those payments should be sufficient to fund distributions and other
amounts payable on the preferred securities, primarily because:
- The aggregate principal amount of the junior subordinated debt securities
will equal the aggregate liquidation amount of the preferred securities
and the common securities.
- The interest rate, interest payment dates and other payment dates for the
junior subordinated debt securities will match the distribution rate,
distribution dates and other payment dates for the preferred securities.
- The expense agreement provides that Citadel Communications will pay any
and all costs, expenses and liabilities of the CCC Capital Trust, other
than the CCC Capital Trust's obligations under the preferred securities
and common securities.
- The amended and restated declaration of trust provides that the CCC
Capital Trust will not engage in any activity that is not consistent with
the limited purposes of the CCC Capital Trust.
Notwithstanding anything to the contrary in the junior subordinated
indenture, Citadel Communications will have the right to set off any payment it
makes under the guarantee in respect of the preferred securities against any
payment it is otherwise required to make under the junior subordinated indenture
in respect of the junior subordinated debt securities guarantee.
ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES
A holder of preferred securities may begin a legal proceeding directly
against the issuer to enforce its right of direct action under the junior
subordinated indenture without first beginning a legal proceeding against the
CCC Capital Trust, the property trustee or any other party. A holder of
preferred securities may also begin a legal proceeding directly against Citadel
Communications to enforce its rights under the preferred securities guarantee
without first instituting a legal proceeding against the guarantee trustee, the
CCC Capital Trust or any other party.
A default or event of default under any Senior Debt of the issuer would not
be a default with respect to the preferred securities or the junior subordinated
debt securities. However, in the event of a payment default under, or
acceleration of, any Senior Debt of the issuer, the subordination provisions of
the junior subordinated indenture, the preferred securities guarantee and the
expense agreement provide that no payments may be made in respect of the junior
subordinated debt securities, the preferred securities guarantee or the expense
agreement until the Senior Debt has been paid in full or any payment default
under that debt has been cured or waived. See "Description of the Junior
Subordinated Debt Securities--Subordination."
LIMITED PURPOSE OF TRUST
The preferred securities will evidence a preferred undivided beneficial
interest in the assets of the CCC Capital Trust, and the CCC Capital Trust will
exist solely to issue and sell the preferred securities and common securities,
invest the sale proceeds in the junior
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subordinated debt securities and engage only in such other activities as may be
necessary or incidental to those activities. A principal difference between the
rights of a holder of preferred securities against the CCC Capital Trust and
those of a holder of junior subordinated debt securities is that a holder of
junior subordinated debt securities will be entitled to receive from Citadel
Communications all amounts payable on the junior subordinated debt securities
from the issuer and, in the case where Citadel Broadcasting is the issuer, from
Citadel Communications under the junior subordinated debt securities guarantee,
while a holder of preferred securities will be entitled to receive from the CCC
Capital Trust (or from Citadel Communications under the preferred securities
guarantee) amounts payable on the preferred securities only if and to the extent
the CCC Capital Trust has funds available to pay those amounts.
RIGHTS UPON DISSOLUTION
Upon any voluntary or involuntary dissolution of the CCC Capital Trust, the
holders of preferred securities will be entitled to receive a like amount of
junior subordinated debt securities in exchange for their preferred securities,
subject to prior satisfaction of liabilities to creditors of the CCC Capital
Trust as required by applicable law. If the property trustee determines that a
distribution of junior subordinated debt securities is not practical, the
holders of preferred securities will be entitled to receive the liquidation
distribution out of the assets held by the CCC Capital Trust after satisfaction
of those liabilities. See "Description of the CCC Capital Trusts Preferred
Securities--Liquidation Distribution upon Dissolution."
Upon any voluntary or involuntary liquidation or bankruptcy of the issuer,
the property trustee, as registered holder of the junior subordinated debt
securities, would be a subordinated creditor of the issuer, subordinated in
right of payment to all Senior Debt as set forth in the junior subordinated
indenture. However, the property trustee would be entitled to receive payment in
full of all amounts payable with respect to the junior subordinated debt
securities before any holders of the issuer's capital stock receive payments or
distributions.
In the light of the effective guarantee provided by the combined operation
of the documents described above and the subordinated status of the obligations
they evidence, the positions of a holder of preferred securities and a holder of
junior subordinated debt securities, relative to other creditors and to
stockholders of the issuer, in the event of liquidation or bankruptcy of the
issuer, should be substantially the same.
ACCOUNTING TREATMENT OF PREFERRED SECURITIES
For financial reporting purposes, each CCC Capital Trust will be treated as
a subsidiary of Citadel Communications and, accordingly, the accounts of each
CCC Capital Trust will be included in the consolidated financial statements of
Citadel Communications. The preferred securities will be presented as a separate
line item in the consolidated balance sheets of Citadel Communications and
appropriate disclosures about the preferred securities, the guarantee and the
junior subordinated debt securities will be included in the notes to the
consolidated financial statements. For financial reporting purposes, Citadel
Communications will record distributions payable on the preferred securities as
minority interest in net income (loss) of consolidated subsidiaries in the
consolidated statements of operations.
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SELLING STOCKHOLDERS
The selling stockholders named below may sell shares of Citadel
Communications common stock from time to time. If and when shares of common
stock are to be offered and sold by one or more selling stockholders, the
relevant prospectus supplement will identify the selling stockholders selling in
that offering as well as the number of shares then owned, and to be offered, by
such selling stockholders.
The following table sets forth the name of each selling stockholder and
each such stockholder's relationship to Citadel Communications.
SELLING STOCKHOLDER RELATIONSHIP TO CITADEL COMMUNICATIONS
------------------- --------------------------------------
Lawrence R. Wilson Mr. Wilson has been Chairman, Chief
Executive Officer and President of Citadel
Communications since it was incorporated in
1993.
Donna L. Heffner Ms. Heffner has served as an officer of
Citadel Communications since it was
incorporated in 1993. She currently serves
as Vice President, Chief Financial Officer
and Secretary.
D. Robert Proffitt Mr. Proffitt has served as an officer of
Citadel Communications since it was
incorporated in 1993. He currently serves as
Vice President of Citadel Communications and
President and Chief Operating Officer of
Citadel Broadcasting.
Stuart R. Stanek Mr. Stanek has served as an officer of
Citadel Communications since it was
incorporated in 1993. He currently serves as
Vice President responsible for east region
operations.
Peter J. Benedetti Mr. Benedetti became an officer of Citadel
Communications in October 1998 and currently
serves as Vice President responsible for
west region operations.
Edward T. Hardy Mr. Hardy served as an officer of Citadel
Communications from January 1997 to November
1999. He currently serves as a consultant to
Citadel Communications.
Ted L. Snider, Sr. Mr. Snider became a director of Citadel
Communications in November 1997 following
Citadel Communications' October 1997
acquisition of Snider Corporation, a
corporation owned by Mr. Snider and his
spouse, Jane J. Snider.
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SELLING STOCKHOLDER RELATIONSHIP TO CITADEL COMMUNICATIONS
------------------- --------------------------------------
Jane J. Snider Ms. Snider is the spouse of Ted L. Snider,
Sr.
The Ted and Jane Snider Family Ted L. Snider, Sr., a director of Citadel
Foundation Communications since November 1997, is a
co-trustee of The Ted and Jane Snider Family
Foundation.
Rio Bravo Enterprise Associates, L.P. Lawrence R. Wilson, Chairman, Chief
Executive Officer and President of Citadel
Communications, owns all of the capital
stock of Rio Bravo, Inc., the general
partner of Rio Bravo Enterprise Associates,
L.P.
DVS Management, Inc. John E. von Schlegell, a director of Citadel
Communications since January 1997, is the
President and a shareholder of DVS
Management, Inc.
The Endeavour Capital Fund Limited John E. von Schlegell, a director of Citadel
Partnership Communications since January 1997, is the
Managing Director of The Endeavour Capital
Fund Limited Partnership and the President
and a shareholder of DVS Management, Inc.,
the general partner of The Endeavour Capital
Fund Limited Partnership.
ABRY Broadcast Partners II, L.P. All of the shares beneficially owned by ABRY
(and its general partner, Broadcast Partners II, L.P. are held under
ABRY Capital, L.P.) an Amended and Restated Voting Trust
Agreement dated October 15, 1997. During the
term of the Amended and Restated Voting
Trust Agreement, the voting trustee has the
right to vote the shares of stock subject to
that agreement and to take part in any
stockholders' meetings, including the right
to vote the shares for the election of
directors of Citadel Communications. The
voting trustee is Harlan A. Levy.
Dispositive power with respect to these
shares is held by Royce Yudkoff, the
President of ABRY Holdings, Inc., the
general partner of ABRY Capital, L.P., the
general partner of ABRY Broadcast Partners
II, L.P. Royce Yudkoff was a director of
Citadel Communications for a portion of 1996
and 1997.
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PLAN OF DISTRIBUTION
Citadel Communications, the CCC Capital Trusts and the selling stockholders
may sell the securities described in this prospectus to one or more underwriters
for public offering, or may sell the securities to investors directly or through
agents. The name of any such underwriter or agent involved in the offer and sale
of the securities, the amounts underwritten and the nature of its obligation to
take the securities will be named in the applicable prospectus supplement.
Credit Suisse First Boston Corporation may act as an underwriter or agent.
Citadel Communications, the CCC Capital Trusts and the selling stockholders have
reserved the right to sell the securities directly to investors on their own
behalf in those jurisdictions where they are authorized to do so. The sale of
the securities may be effected in transactions (a) on any national or
international securities exchange or quotation service on which the securities
may be listed or quoted at the time of sale, (b) in the over-the-counter market,
(c) in transactions otherwise than on such exchanges or in the over-the-counter
market or (d) through the writing of options.
Underwriters may offer and sell the securities at a fixed price or prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. They may offer
the securities on an exchange, which will be disclosed in the applicable
prospectus supplement. Citadel Communications, the CCC Capital Trusts and the
selling stockholders also may, from time to time, authorize dealers, acting as
their agents, to offer and sell the securities upon such terms and conditions as
set forth in the applicable prospectus supplement. In connection with the sale
of the securities, underwriters may receive compensation from Citadel
Communications, the CCC Capital Trusts and the selling stockholders in the form
of underwriting discounts or commissions and may also receive commissions from
purchasers of the securities for whom they may act as agent. Underwriters may
sell the securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions (which may be changed from time to time) from
the purchasers for whom they may act as agents.
Any underwriting compensation paid by Citadel Communications, the
applicable CCC Capital Trust and the selling stockholders to underwriters or
agents in connection with the offering of the securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable prospectus supplement. The selling
stockholders, dealers and agents participating in the distribution of the
securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the securities may
be deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements entered into
with Citadel Communications, the applicable CCC Capital Trust and the selling
stockholders, to indemnification against and contribution towards certain civil
liabilities, including any liabilities under the Securities Act.
Until the distribution of the securities is completed, rules of the SEC may
limit the ability of the underwriters to bid for and purchase the securities. As
an exception to these rules, the underwriters are permitted to engage in certain
transactions that stabilize the price of the securities. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the securities. If the underwriters create a short position in the
securities in connection with the offering, that is, if they sell more
securities than are set forth on the cover page of the applicable prospectus
supplement, the underwriters may reduce
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that short position by purchasing securities in the open market. The
underwriters may also impose a penalty bid on certain underwriters. This means
that if the underwriters purchase the securities in the open market to reduce
the underwriters' short position or to stabilize the price of the securities,
they may reclaim the amount of the selling concession from the underwriters who
sold those securities as part of the offering. In general, purchases of a
security for the purpose of stabilization or to reduce a short position could
cause the price of the security to be higher than it might be in the absence of
such purchases. The imposition of a penalty bid might also have an effect on the
price of a security to the extent that it were to discourage resales of the
security.
Any securities, other than common stock of Citadel Communications, issued
hereunder may be new issues of securities with no established trading market.
Any underwriters or agents to or through whom such securities are sold for
public offering and sale may make a market in such securities, but such
underwriters or agents will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for any such securities. The amount of expenses
expected to be incurred by us in connection with any issuance of securities will
be set forth in the prospectus supplement. Certain of the underwriters, dealers
or agents and their associates may engage in transactions with, and perform
services for, Citadel Communications, Citadel Broadcasting, the CCC Capital
Trusts, the selling stockholders and certain of their affiliates in the ordinary
course.
VALIDITY OF THE SECURITIES
The validity of any securities issued hereunder will be passed upon for
Citadel Communications and Citadel Broadcasting by Eckert Seamans Cherin &
Mellott, LLC, Pittsburgh, Pennsylvania, counsel to Citadel Communications and
Citadel Broadcasting, and for the CCC Capital Trusts by Richards, Layton &
Finger, P.A., Wilmington, Delaware, special Delaware counsel to Citadel
Communications and the CCC Capital Trusts. As to matters of Nevada law, Eckert
Seamans Cherin & Mellott, LLC will rely upon the opinion of Lionel, Sawyer &
Collins, Las Vegas, Nevada. Unless otherwise indicated in the applicable
prospectus supplement, certain legal matters will be passed upon for any agents
or underwriters by Shearman & Sterling, New York, New York.
INDEPENDENT AUDITORS
The consolidated financial statements of Citadel Communications Corporation
and subsidiary as of December 31, 1997 and 1998, and for each of the years in
the three-year period ended December 31, 1998, have been incorporated by
reference into this prospectus and registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, with respect
thereto and incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of Citadel Broadcasting Company as of
December 31, 1997 and 1998, and for each of the years in the three-year period
ended December 31, 1998, have been incorporated by reference into this
prospectus and registration statement in reliance upon the report of KPMG LLP,
independent certified public accountants, with
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respect thereto and incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
The consolidated financial statements of Tele-Media Broadcasting Company
and its partnership interests as of December 31, 1996 and 1995 and for each of
the three years in the three-year period ended December 31, 1996 included in
Citadel Communications Corporation's Current Report on Form 8-K filed on
December 10, 1999 and Citadel Broadcasting Company's Current Report on Form 8-K
filed on December 10, 1999, which are incorporated by reference in this
prospectus and registration statement, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report incorporated herein, and
have been incorporated by reference herein in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Fuller-Jeffrey Broadcasting
Companies, Inc. and subsidiaries as of December 31, 1998 and for the year then
ended have been incorporated by reference into this prospectus and registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, with respect thereto and incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Citywide Communications, Inc. as
of December 31, 1998 and for the year then ended have been incorporated by
reference into this prospectus and registration statement in reliance upon the
report of Faulk & Winkler, LLC, independent certified public accountants, with
respect thereto and incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
The financial statements of Wicks Radio Group, a division of Wicks
Broadcast Group Limited Partnership, as of December 31, 1998 and for the year
then ended have been incorporated by reference into this prospectus and
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, with respect thereto and incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The combined financial statements of Broadcasting Partners Holdings Radio
Group as of December 31, 1997 and 1998 and for the period January 9, 1997 (date
of inception) through December 31, 1997 and for the year ended December 31, 1998
have been incorporated by reference into this prospectus and registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, with respect thereto and incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
The combined financial statements of Liggett Broadcast, Inc., as of
December 31, 1998 and for the year then ended have been incorporated by
reference into this prospectus and registration statement in reliance upon the
report of Andrews Hooper & Pavlik P.L.C., independent certified public
accountants, with respect thereto and incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Caribou Communications Co., as of
December 31, 1998 and 1997 and for the years then ended have been incorporated
by reference into this prospectus and registration statement in reliance upon
the report of Cole & Reed, P.C., independent certified public accountants, with
respect thereto and incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 10, 2000
PROSPECTUS
$1,000,000,000
[CITADEL LOGO] CITADEL COMMUNICATIONS CORPORATION
We may offer and sell, from time to time, in one or more offerings, the
common stock and preferred stock described in this prospectus. Certain holders
of common stock of Citadel Communications Corporation named in this prospectus
may also offer and sell common stock of Citadel Communications, from time to
time, in one or more offerings, pursuant to this prospectus. The securities
described in this prospectus may be offered and sold from time to time for an
aggregate offering price of up to $1,000,000,000.
We will provide the specific terms of these securities in supplements to
this prospectus. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement. WE URGE YOU TO READ CAREFULLY THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, WHICH WILL DESCRIBE THE
SPECIFIC TERMS OF THE SECURITIES OFFERED, BEFORE YOU MAKE YOUR INVESTMENT
DECISION.
FOR A DISCUSSION OF THE RISKS ASSOCIATED WITH AN INVESTMENT IN THESE
SECURITIES, SEE "RISK FACTORS" ON PAGE 4.
------------------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
THE DATE OF THIS PROSPECTUS IS JANUARY , 2000
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TABLE OF CONTENTS
PAGE
----
ABOUT THIS PROSPECTUS....................................... 1
WHERE YOU CAN FIND MORE INFORMATION......................... 1
FORWARD-LOOKING STATEMENTS.................................. 3
CITADEL COMMUNICATIONS CORPORATION.......................... 3
RISK FACTORS................................................ 4
USE OF PROCEEDS............................................. 4
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS........................................... 5
HOLDING COMPANY STRUCTURE AND SECURED CLAIMS................ 6
DESCRIPTION OF THE CITADEL COMMUNICATIONS COMMON STOCK...... 6
DESCRIPTION OF THE PREFERRED STOCK AND THE DEPOSITARY SHARES
REPRESENTING FRACTIONAL SHARES OF PREFERRED STOCK......... 11
SELLING STOCKHOLDERS........................................ 17
PLAN OF DISTRIBUTION........................................ 19
VALIDITY OF THE SECURITIES.................................. 20
INDEPENDENT AUDITORS........................................ 20
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE
PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON
IT. WE ARE OFFERING TO SELL SECURITIES AND SOLICITING OFFERS TO BUY SECURITIES
ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. YOU SHOULD ASSUME
THAT THE INFORMATION APPEARING IN THIS PROSPECTUS AND INFORMATION INCORPORATED
BY REFERENCE INTO THIS PROSPECTUS, IS ACCURATE ONLY AS OF THE DATE OF THE
DOCUMENTS CONTAINING THE INFORMATION.
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References in this prospectus to the terms Citadel Communications, we, our
and us include Citadel Communications Corporation's subsidiary, Citadel
Broadcasting Company, unless the context otherwise requires.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using the SEC's shelf registration rules.
Under the shelf registration rules, using this prospectus, together with a
prospectus supplement, we may sell from time to time, in one or more offerings,
any of the securities described in this prospectus, and the selling stockholders
identified in this prospectus may sell shares of Citadel Communications common
stock. The total dollar amount of the securities we and the selling stockholders
sell through these offerings will not exceed $1.0 billion.
This prospectus provides you with a general description of the securities
we may sell and the common stock that the selling stockholders may sell. Each
time we sell securities under this prospectus, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. If so, the prospectus supplement should be read as
superseding this prospectus. You should read this prospectus, the applicable
prospectus supplement and the additional information described below under
"Where You Can Find More Information."
The prospectus supplement to be attached to the front of this prospectus
will describe the terms of any securities that we or the selling stockholders
offer and any initial offering price to the public in that offering, the
purchase price and net proceeds that we will receive and the other specific
terms related to that offering of the securities. For more details on the terms
of the securities, you should read the exhibits filed with our registration
statement, of which this prospectus is a part.
WHERE YOU CAN FIND MORE INFORMATION
Citadel Communications files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information Citadel Communications files with the
SEC at its public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
20549, 7 World Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Citadel
Communications' filings are also available to the public on the internet,
through a database maintained by the SEC at http://www.sec.gov. In addition, you
can inspect and copy Citadel Communications' reports, proxy statements and other
information at the offices of The Nasdaq National Market, 1735 K Street,
Washington, D.C. 20006-1500.
We filed a registration statement on Form S-3 to register with the SEC the
securities described in this prospectus. This prospectus is part of that
registration statement. As permitted by SEC rules, this prospectus does not
contain all the information contained in the registration statement or the
exhibits to the registration statement. You may refer to the registration
statement and accompanying exhibits for more information about us and our
securities.
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The SEC allows us to incorporate by reference into this document the
information Citadel Communications filed with it. This means that we can
disclose important business, financial and other information to you by referring
you to other documents separately filed with the SEC. All information
incorporated by reference is part of this document, unless and until that
information is updated and superseded by the information contained in this
document or any information incorporated later.
We incorporate by reference the documents listed below:
1. Citadel Communications' Annual Report on Form 10-K for the year
ended December 31, 1998,
2. Citadel Communications' Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1999, June 30, 1999 and September
30, 1999,
3. Citadel Communications' Current Reports on Form 8-K filed on
February 17, 1999, July 7, 1999, September 14, 1999 (as amended by
Current Report on Form 8-K/A filed on December 3, 1999), December
10, 1999 and January 6, 2000, and
4. The description of Citadel Communications' common stock, par value
$.001 per share, contained in its Registration Statement on Form
8-A/A under Section 12 of the Exchange Act, filed on June 30, 1998,
as amended by Citadel Communications' Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1999 and any further
amendment or report filed hereafter for the purpose of updating
such description.
We also incorporate by reference all future filings we make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or (i) after the
date of the filing of this registration statement and prior to its effectiveness
and (ii) after the date of this prospectus and prior to the termination of the
offering made hereby.
You may obtain copies of filings referred to above at no cost by contacting
us at the following address: Corporate Secretary, Citadel Communications
Corporation, City Center West, Suite 400, 7201 West Lake Mead Boulevard, Las
Vegas, Nevada 89128, telephone (702) 804-5200.
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated in this prospectus by
reference include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.
We based these forward-looking statements largely on our current expectations
and projections about future events and financial trends affecting our business.
The words "believes," "may," "will," "estimates," "continues," "anticipates,"
"intends," "expects" and similar words are intended to identify forward-looking
statements. Our forward-looking statements are subject to risks, uncertainties
and assumptions including, among other things:
- the realization of our business strategy;
- general economic and business conditions, both nationally and in our
markets;
- our expectations and estimates concerning future financial performance,
financing plans and the impact of competition;
- anticipated trends in our industry;
- the impact of current or pending legislation and regulation and antitrust
considerations; and
- other risk factors discussed in the "Risk Factors" section of Citadel
Communications' Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999 incorporated by reference herein.
We undertake no obligation to publicly update or revise any forward-looking
statements because of new information, future events or otherwise. In light of
these risks and uncertainties, the forward-looking events and circumstances
discussed in this prospectus might not transpire.
CITADEL COMMUNICATIONS CORPORATION
Citadel Communications, through its operating subsidiary, Citadel
Broadcasting, is a radio broadcaster that focuses on acquiring, developing and
operating radio stations in the United States. Citadel Communications' primary
strategy is to secure and maintain a leadership position in its existing markets
and to expand into additional markets where it believes a leadership position
can be obtained.
Citadel Communications' common stock is traded on the Nasdaq National
Market under the symbol "CITC." Our principal executive offices are located at
City Center West, Suite 400, 7201 West Lake Mead Boulevard, Las Vegas, Nevada
89128 and our telephone number is (702) 804-5200.
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RISK FACTORS
The securities to be offered may involve a high degree of risk. These risks
will be set forth in a prospectus supplement relating to the securities to be
offered by that prospectus supplement. You should carefully consider the
important factors set forth under the heading "Risk Factors" in the applicable
supplement to this prospectus before investing in any securities that may be
offered.
USE OF PROCEEDS
Unless indicated otherwise in the applicable prospectus supplement, Citadel
Communications expects to use the net proceeds from the sale of its securities
for general corporate purposes, including repayment of borrowings, working
capital and capital expenditures. In addition, Citadel Communications may use
the net proceeds from the sale of its securities for acquisitions. In the event
selling stockholders of Citadel Communications sell any shares of Citadel
Communications common stock, such selling stockholders will receive all of the
net proceeds from their sale.
Additional information on the use of net proceeds from the sale of
securities offered by this prospectus will be set forth in the prospectus
supplement relating to such offering.
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RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Set forth below is information concerning Citadel Communications' ratio of
earnings to combined fixed charges and preferred stock dividends. This ratio
shows the extent to which Citadel Communications' business generates enough
earnings after the payment of all expenses other than interest and preferred
stock dividends to make required interest and dividend payments on its debt and
preferred stock. For this purpose, earnings represents:
- the sum of pretax income from continuing operations before adjustment for
minority interests in consolidated subsidiaries or income or loss from
equity investees, fixed charges, amortization of capitalized interest,
distributed income of equity investees and share of pretax losses of
equity investees for which charges arising from guarantees are included
in fixed charges, less
- the sum of interest capitalized, preference security dividend
requirements of consolidated subsidiaries and the minority interest in
pretax income of subsidiaries that have not incurred fixed charges.
Fixed charges represents the sum of interest expensed and capitalized, amortized
premiums, discounts and capitalized expenses related to indebtedness, an
estimate of the interest within rental expense and preference security dividend
requirements of consolidated subsidiaries. Preferred stock dividends represents
the amount of pretax earnings required to pay the dividends on outstanding
preference securities.
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, -----------------------------------------------
1999 1998 1997 1996 1995 1994
------------------ ------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
Ratio of earnings to
combined fixed charges
and preferred stock
dividends............... 0.31x 0.28x 0.28x 0.69x 0.20x --
Deficiency of earnings
available to cover
combined fixed charges
and preferred stock
dividends............. $28,074 $34,489 $19,320 $ 1,997 $ 4,376 $ 5,511
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HOLDING COMPANY STRUCTURE AND SECURED CLAIMS
Citadel Communications is a holding company whose only material asset is
its investments in its subsidiary, Citadel Broadcasting. Citadel Broadcasting
operates Citadel Communications' radio stations. Citadel Communications' ability
to meet its future financial obligations depends upon the availability of cash
flows from Citadel Broadcasting through dividends, intercompany advances,
management fees and other payments or the issuance of new equity. Citadel
Broadcasting is under no obligation to pay dividends to Citadel Communications
and is subject to statutory and contractual restrictions that limit its ability
to pay dividends and make other payments to Citadel Communications. Citadel
Communications' right to participate in the distribution of assets of Citadel
Broadcasting upon its liquidation or reorganization will be subject to prior
claims of the creditors of Citadel Broadcasting, including trade creditors,
except to the extent that Citadel Communications may be a creditor with
recognized claims against Citadel Broadcasting. In addition, the outstanding
shares of common stock of Citadel Broadcasting owned by Citadel Communications
have been pledged to secure its guaranty of Citadel Broadcasting's obligations
under its credit facility.
DESCRIPTION OF THE CITADEL COMMUNICATIONS COMMON STOCK
GENERAL
Citadel Communications is authorized to issue 200,000,000 shares of common
stock. The following discussion describes provisions of Citadel Communications'
Certificate of Incorporation and Bylaws and of Nevada's laws on private
corporations, Chapter 78 of the Nevada Revised Statutes.
VOTING RIGHTS OF COMMON STOCK
Holders of the common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders generally. As of December 31, 1999,
ABRY Broadcast Partners II, L.P. beneficially owned 3,339,144 shares of common
stock, representing approximately 10.5% of the common stock then issued and
outstanding. The voting trustee who votes such shares will have the power to
significantly influence the election of directors and other matters submitted to
a vote of stockholders. The voting power of the voting trustee may hinder or
delay a change in control of Citadel Communications and may have an anti-
takeover effect.
DIVIDENDS ON COMMON STOCK
The holders of the common stock are entitled to receive, pro rata,
dividends as may be declared by Citadel Communications' Board of Directors out
of funds legally available for the payment of dividends.
OTHER PROVISIONS APPLICABLE TO THE COMMON STOCK
There are no preemptive rights to subscribe for any additional securities
which Citadel Communications may issue. There are no redemption provisions or
sinking fund provisions
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applicable to the common stock, nor is the common stock subject to calls or
assessments by Citadel Communications.
In the event of any liquidation, dissolution or winding-up of the affairs
of Citadel Communications, holders of common stock will be entitled to share
ratably in the assets of Citadel Communications remaining after payment or
provision for payment of all of Citadel Communications' debts and obligations
and liquidation payments to holders of any outstanding shares of undesignated
preferred stock that has a liquidation preference.
The Board of Directors of Citadel Communications may, without further
action of the stockholders, issue up to 20,000 shares of undesignated preferred
stock that may rank prior to the common as to dividend rights or liquidation
preference. The issuance of undesignated preferred stock could have the effect
of making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring, or seeking to acquire, a significant portion of the
outstanding common stock.
CERTAIN ANTI-TAKEOVER EFFECTS
Certificate of Incorporation and Bylaws. The provisions of Citadel
Communications' Certificate of Incorporation and Bylaws summarized in the
following paragraphs may be deemed to have anti-takeover effects. These
provisions may have the effect of discouraging a future takeover attempt which
is not approved by the Board of Directors, but which individual stockholders may
deem to be in their best interests or in which stockholders may receive a
substantial premium for their share over then-current market prices. As a
result, stockholders who might desire to participate in such a transaction may
not have an opportunity to do so.
Number of Directors, Removal and Filling Vacancies. Citadel Communications'
Certificate of Incorporation and Bylaws provide that the number of directors
shall not exceed seven and shall be fixed from time to time with the consent of
a majority of the Board of Directors. The Certificate of Incorporation also
provides that directors may only be removed with cause. Removal of a director
requires the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of Citadel Communications then entitled to
vote at an election of directors. These provisions prevent stockholders from
removing any incumbent director without cause and allow a majority of the
incumbent directors to add additional directors without approval of stockholders
until the next annual meeting of stockholders at which directors are elected.
Meetings of Stockholders. Citadel Communications' Bylaws provide that a
special meeting of stockholders may be called only by the Chairman or the Board
of Directors unless otherwise required by law. Citadel Communications' Bylaws
provide that only those matters set forth in the notice of the special meeting
may be considered or acted upon at that special meeting unless otherwise
provided by law. In addition, Citadel Communications' Bylaws set forth certain
advance notice and informational requirements and time limitations on any
director nomination or new proposal which a stockholder wishes to make at an
annual meeting of stockholders.
No Stockholder Action by Written Consent. Citadel Communications' Bylaws
provide that any action required or permitted to be taken by the stockholders of
Citadel Communications at an annual or special meeting of stockholders must be
effected at a duly
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called meeting and may not be taken or effected by a written consent of
stockholders in lieu of a duly called meeting.
Foreign Ownership. Citadel Communications' Certificate of Incorporation
permits restriction on the ownership, voting and transfer of Citadel
Communications' capital stock in accordance with the Communications Act of 1934,
as amended, and the rules of the Federal Communications Commission, to prohibit
ownership of more than 20% of Citadel Communications' outstanding capital stock,
or more than 20% of the voting rights it represents, by or for the account of
aliens or corporations otherwise subject to domination or control by aliens. The
Certificate of Incorporation also authorizes the Board of Directors to prohibit
any transfer of capital stock that would cause Citadel Communications to violate
this prohibition. The Board of Directors may also prohibit the ownership, voting
or transfer of any portion of its outstanding capital stock to the extent the
ownership, voting or transfer of such portion would cause Citadel Communications
to violate, or would otherwise result in violation of, any provision of the
Communications Act or the rules, regulations and policies of the FCC under the
Communications Act. No stockholders may exercise any voting rights which would
cause Citadel Communications to be in violation of the rules, regulations or
policies of the FCC.
Nevada General Corporation Law. The following provisions of Chapter 78 of
the Nevada Revised Statutes may delay or make more difficult acquisitions or
changes of control of Citadel Communications and may make it more difficult to
accomplish transactions that stockholders may otherwise believe to be in their
best interests. These provisions may also have the effect of preventing changes
in Citadel Communications' management. The Certificate of Incorporation and
Bylaws do not exclude Citadel Communications from these provisions of Chapter 78
of the Nevada Revised Statutes.
Control Share Acquisitions. Under Sections 78.378 to 78.3793 of Chapter 78
of the Nevada Revised Statutes, an acquiring person, who acquires a controlling
interest in an issuing corporation may not exercise voting rights on any control
shares unless the voting rights are conferred by a majority vote of the
disinterested stockholders of the issuing corporation at an annual meeting or at
a special meeting of such stockholders held upon the request and at the expense
of the acquiring person. If the control shares are accorded full voting rights
and the acquiring person acquires control shares with a majority or more of all
the voting power, any stockholder, other than the acquiring person, who does not
vote for authorizing voting rights for the control shares, is entitled to demand
payment for the fair value of their shares, and the corporation must comply with
the demand.
For the above provisions, acquiring person means, subject to exceptions,
any person who, individually or in association with others, acquires or offers
to acquire, directly or indirectly, a controlling interest in an issuing
corporation. Controlling interest means the ownership of outstanding voting
shares of an issuing corporation sufficient to enable the acquiring person,
individually or in association with others, directly or indirectly, to exercise:
- one-fifth or more but less than one-third of the voting power of the
issuing corporation in the election of directors,
- one-third or more but less than a majority of the voting power of the
issuing corporation in the election of directors, and/or
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- a majority or more of the voting power of the issuing corporation in the
election of directors.
These provisions are triggered as a stockholder moves from one level to the
next. Voting rights on the control shares must be conferred by a majority of the
disinterested stockholders as each threshold is reached and/or exceeded. Control
shares means those outstanding voting shares of an issuing corporation which an
acquiring person:
- acquires or offers to acquire in an acquisition, or
- acquires within 90 days immediately preceding the date when the acquiring
person became an acquiring person.
Subject to certain exceptions, an acquisition is the direct or indirect
acquisition of a controlling interest. Issuing corporation means a corporation
that is organized in Nevada, has 200 or more stockholders, at least 100 of whom
are stockholders of record and having an address in Nevada which appears in the
stock ledger of the corporation, and does business in Nevada directly or through
an affiliated corporation.
The provisions described above do not apply if the articles of
incorporation or bylaws of the corporation in effect on the 10th day following
the acquisition of a controlling interest by an acquiring person provide that
the provisions do not apply. The Certificate of Incorporation and Bylaws do not
exclude Citadel Communications from the restrictions imposed by such provisions.
However, unless and until Citadel Communications has at least 100 stockholders
of record who have an address in Nevada which appears in the stock ledger of
Citadel Communications, this act will not apply to Citadel Communications. As of
January 5, 2000, this act did not apply to Citadel Communications.
Certain Business Combinations. In general, Sections 78.411 to 78.444 of
Chapter 78 of the Nevada Revised Statutes restrict the ability of a Nevada
corporation that has 200 or more stockholders to engage in any combination with
an interested stockholder for three years following the date of the transaction
in which the stockholder became an interested stockholder, unless the
combination or the triggering purchase of shares is approved by the board of
directors of the corporation before the date of the triggering purchase. If the
combination or triggering purchase was not so approved, the interested
stockholder may effect a combination after the three-year period only if such
stockholder receives approval from a majority of the disinterested shares or the
offer meets certain fair price criteria. Interested stockholder means any
person, or its subsidiaries, who is:
- the beneficial owner, directly or indirectly, of 10% or more of the
voting power of the outstanding voting shares of the corporation, or
- an affiliate or associate of the corporation and, at any time within
three years immediately before the date in question, was the beneficial
owner, directly or indirectly, of 10% or more of the voting power of the
then outstanding shares of the corporation.
The provisions described above do not apply to corporations that so elect in a
charter amendment approved by a majority of the disinterested shares. Such a
charter amendment, however, would not become effective for 18 months after its
passage and would apply only to stock acquisitions occurring after its effective
date. Citadel Communications' Certificate of Incorporation does not exclude it
from the restrictions imposed by these provisions.
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Directors' Duties. Section 78.138 of Chapter 78 of the Nevada Revised
Statutes allows directors and officers, in exercising their respective powers to
further the interests of the corporation, to consider the interests of the
corporation's employees, suppliers, creditors and customers. They can also
consider the economy of the state and the nation, the interests of the community
and of society and the long and short-term interests of the corporation and its
stockholders, including the possibility that these interests may be best served
by the continued independence of the corporation. Directors may resist a change
or potential change in control if the directors determine that the change or
potential change is opposed to or not in the best interest of the corporation.
In so determining, the board of directors may consider the interests described
above or have reasonable grounds to believe that, within a reasonable time, any
debt created as a result of the change in control would cause the assets of the
corporation or any successor to be less than the liabilities or would render the
corporation or any successor insolvent or lead to bankruptcy proceedings. Nevada
law presumes that, in business matters, directors have acted in good faith, on
an informed basis and with a view to the interests of the corporation.
TRANSFER AGENT AND REGISTRAR
BankBoston, N.A. is the transfer agent and registrar for Citadel
Communications' common stock.
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DESCRIPTION OF THE PREFERRED STOCK
AND THE DEPOSITARY SHARES REPRESENTING
FRACTIONAL SHARES OF PREFERRED STOCK
This section describes the general terms and provisions of the preferred
stock that Citadel Communications may offer by this prospectus. The applicable
prospectus supplement will describe the specific terms of the series of
preferred stock then offered, and the terms and provisions described in this
section will apply only to the extent not superseded by the terms of the
applicable prospectus supplement.
This section is only a summary of the preferred stock that Citadel
Communications may offer. Currently, Citadel Communications has no outstanding
preferred stock. We urge you to read carefully Citadel Communications'
Certificate of Incorporation and the certificate of designation Citadel
Communications will file in relation to an issue of any particular series of
preferred stock before you buy any preferred stock.
TERMS OF FUTURE SERIES OF PREFERRED STOCK
The Board of Directors of Citadel Communications may, without further
action of the stockholders, issue up to 20,000 shares of undesignated preferred
stock in one or more classes or series. Any undesignated preferred stock issued
by Citadel Communications may:
- rank prior to the common stock as to dividend rights, liquidation
preference or both;
- have full or limited voting rights; and
- be convertible into shares of common stock or other securities.
The powers, designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions,
including dividend rights, voting rights, conversion rights, terms of redemption
and liquidation preferences, of the preferred stock of each series will be fixed
or designated by the Board of Directors of Citadel Communications pursuant to a
certificate of designation. We will describe in the applicable prospectus
supplement the specific terms of a particular series of preferred stock, which
will include the following:
- the maximum number of shares in the series;
- the designation of the series;
- the terms of any voting rights of the series;
- the dividend rate, if any, on the shares of such series, the conditions
and dates upon which such dividends shall be payable, the preference or
relation which such dividends shall bear to the dividends payable on any
other class or classes or on any other series of capital stock, and
whether such dividends shall be cumulative or non-cumulative;
- whether the shares of such series shall be redeemable by Citadel
Communications and, if so, the times, prices and other terms and
conditions of such redemption;
- the rights of the holders of shares of such series upon the liquidation,
dissolution or winding up of Citadel Communications;
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- whether or not the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to
the purchase or redemption of the shares of such series for retirement or
to other corporate purposes and the terms and provisions relative to the
operation thereof;
- whether or not the shares of such series shall be convertible into, or
exchangeable for, (a) debt securities of Citadel Communications, (b)
shares of any other class or classes of stock of Citadel Communications,
or of any other series of the same or different class of stock, or (c)
shares of any class or series of stock of any other corporation, and if
so convertible or exchangeable, the price or prices or the rate or rates
of conversion or exchange and the method, if any, of adjusting the same;
- the limitations and restrictions, if any, to be effective while any
shares of such series are outstanding upon the payment of dividends or
making of other distributions on, and upon the purchase, redemption or
other acquisition by Citadel Communications of, the Citadel
Communications' common stock, or any other class or classes of stock of
Citadel Communications ranking junior to the shares of such series either
as to dividends or upon liquidation;
- the conditions or restrictions, if any, upon the creation of indebtedness
of Citadel Communications or upon the issue of any additional stock,
including additional shares of such series or of any other series or of
any other class, ranking on a parity with or prior to the shares of such
series as to dividends or distribution of assets on liquidation,
dissolution or winding up;
- whether fractional interests in shares of the series will be offered in
the form of depositary shares as described below under "--Depositary
Shares;"
- any other preference and relative, participating, optional or other
special rights or qualifications, limitations or restrictions thereof;
and
- Citadel Communications' ability to modify the rights of holders otherwise
than by a vote of a majority or more of the shares outstanding.
The preferred stock will, when issued, be fully paid and nonassessable.
Citadel Communications will select the transfer agent, registrar and dividend
disbursement agent for a series of preferred stock and will describe its
selection in the applicable prospectus supplement. The registrar for shares of
preferred stock will send notices to stockholders of any meetings at which
holders of the preferred stock have the right to elect directors of Citadel
Communications or to vote on any other matter of Citadel Communications.
DEPOSITARY SHARES
This section describes the general terms and provisions of the depositary
shares we may offer. The applicable prospectus supplement will describe the
specific terms of the depositary shares offered through that prospectus
supplement, including, but not limited to, the title of the depositary shares
and the deposited security, the amount of deposited securities represented by
one depositary share, and any general terms outlined in this section that will
not apply to those depositary shares.
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We have summarized certain terms and provisions of the depositary
agreement, the depositary shares and the depositary receipts in this section.
The summary is not complete. We have also filed the form of depositary
agreement, including the form of depositary receipt, as an exhibit to the
registration statement, of which this prospectus is a part. You should read the
forms of depositary agreement and depositary receipt relating to a series of
preferred stock for additional information before you buy any depositary shares
that represent preferred stock of such series.
General. Citadel Communications may offer fractional interests in preferred
stock rather than full shares of preferred stock. If this occurs, Citadel
Communications will provide for the issuance by a depositary to the public of
receipts for depositary shares, each of which will represent a fractional
interest in a share of a particular series of preferred stock.
The stock of any series of preferred stock underlying the depositary shares
will be deposited under a separate depositary agreement between us and a
depositary. For these purposes, the depositary will be a bank or trust company
having its principal office in the United States and having a combined capital
and surplus of at least $50 million. Citadel Communications will name the
depositary and give the address of its principal executive office in the
applicable prospectus supplement. Subject to the terms of the depositary
agreement, each owner of a depositary share will have a fractional interest in
all the rights and preferences of the preferred stock underlying such depositary
shares. Those rights include any dividend, voting, redemption, conversion and
liquidation rights.
The depositary shares will be evidenced by depositary receipts issued under
the depositary agreement. If you purchase fractional interests in shares of the
related series of preferred stock, you will receive depositary receipts as
described in the applicable prospectus supplement. While the final depositary
receipts are being prepared, we may order the depositary to issue temporary
depositary receipts substantially identical to the final depositary receipts in
final form. The holders of the temporary depositary receipts will be entitled to
the same rights as if they held the depositary receipts although not in final
form. Holders of the temporary depositary receipts can exchange them for the
final depositary receipts at our expense.
If you surrender depositary receipts at the principal office of the
depositary, unless the related depositary shares have previously been called for
redemption, you are entitled to receive at such office the number of shares of
preferred stock and any money or other property represented by such depositary
shares. Citadel Communications will not issue partial shares of preferred stock.
If you deliver depositary receipts evidencing a number of depositary shares that
represent more than a whole number of shares of preferred stock, the depositary
will issue you a new depositary receipt evidencing such excess number of
depositary shares at the same time that the shares of preferred stock are
withdrawn. Holders of preferred stock received in exchange for depositary shares
will no longer be entitled to deposit such preferred stock under the depositary
agreement or to receive depositary shares in exchange for such preferred stock.
Dividends and Other Distributions. The depositary will distribute all cash
dividends or other cash distributions received with respect to the preferred
stock to the record holders of depositary shares representing the preferred
stock in proportion to the number of depositary shares owned by the holders on
the relevant record date. The depositary will distribute only the amount that
can be distributed without attributing to any holder of depositary shares a
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fraction of one cent. The balance not distributed will be added to and treated
as part of the next sum received by the depositary for distribution to record
holders of depositary shares.
If there is a distribution other than in cash, the depositary will
distribute property to the holders of depositary shares, unless the depositary
determines that it is not feasible to make such distribution. If this occurs,
the depositary may, with Citadel Communications' approval, sell the property and
distribute the net proceeds from the sale to the holders of depositary shares.
The depositary agreement will also contain provisions relating to how any
subscription or similar rights offered by us to the holders of the preferred
stock will be made available to the holders of depositary shares.
Conversion and Exchange. If any series of preferred stock underlying the
depositary shares is subject to conversion or exchange, the applicable
prospectus supplement will describe the rights or obligations of each record
holder of depositary receipts to convert or exchange the depositary shares.
Redemption of Depositary Shares. If the series of the preferred stock
underlying the depositary shares is subject to redemption, the depositary shares
will be redeemed from the redemption proceeds, in whole or in part, of such
series of the preferred stock held by the depositary. The depositary will mail
notice of redemption between 30 to 60 days prior to the date fixed for
redemption to the record holders of the depositary shares to be redeemed at
their addresses appearing in the depositary's records. The redemption price per
depositary share will bear the same relationship to the redemption price per
share of preferred stock that the depositary share bears to the underlying
preferred share. Whenever Citadel Communications redeems preferred stock held by
the depositary, the depositary will redeem, as of the same redemption date, the
number of depositary shares representing the preferred stock redeemed. If less
than all the depositary shares are to be redeemed, the depositary shares to be
redeemed will be selected by lot or pro rata as determined by the depositary.
After the date fixed for redemption, the depositary shares called for
redemption will no longer be outstanding. When the depositary shares are no
longer outstanding, all rights of the holders will cease, except the right to
receive money or other property that the holders of the depositary shares were
entitled to receive upon such redemption. Such payments will be made when
holders surrender their depositary receipts to the depositary.
Voting the Preferred Stock. Upon receipt of notice of any meeting at which
the holders of the preferred stock are entitled to vote, the depositary will
mail information about the meeting contained in the notice to the record holders
of the depositary shares relating to such preferred stock. Each record holder of
such depositary shares on the record date, which will be the same date as the
record date for the preferred stock, will be entitled to instruct the depositary
as to how the preferred stock underlying the holder's depositary shares should
be voted.
The depositary will try, if practical, to vote the number of shares of
preferred stock underlying the depositary shares according to the instructions
received. We will agree to take all action requested and deemed necessary by the
depositary in order to enable the depositary to vote the preferred stock in that
manner. The depositary will not vote any preferred stock for which it does not
receive specific instructions from the holder of the depositary shares relating
to such preferred stock.
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Taxation. Provided that each obligation in the depositary agreement and any
related agreement is performed in accordance with its terms, owners of
depositary shares will be treated for U.S. federal income tax purposes as if
they were owners of the shares of preferred stock represented by the depositary
shares. Accordingly, for federal income tax purposes they will have the income
and deductions to which they would be entitled if they were holders of the
preferred stock. In addition:
- No gain or loss will be recognized for U.S. federal income tax purposes
upon withdrawal of preferred stock in exchange for depositary shares as
provided in the depositary agreement.
- The tax basis of each share of preferred stock to an exchanging owner of
depositary shares will, upon the exchange, be the same as the aggregate
tax basis of the depositary shares exchanged for such preferred stock.
- The holding period for the preferred stock, in the hands of an exchanging
owner of depositary shares who held the depositary shares as a capital
asset at the time of the exchange, will include the period that the owner
held such depositary shares.
Amendment and Termination of the Depositary Agreement. The form of
depositary receipt evidencing the depositary shares and any provision of the
depositary agreement may be amended by agreement between Citadel Communications
and the depositary at any time. However, any amendment that materially and
adversely alters the rights of the existing holders of depositary shares will
not be effective unless approved by the record holders of at least a majority of
the depositary shares then outstanding. A depositary agreement may be terminated
by Citadel Communications or the depositary only if:
- All outstanding depositary shares relating to the depositary agreement
have been redeemed.
- There has been a final distribution on the preferred stock of the
relevant series in connection with the liquidation, dissolution or
winding up of the business and the distribution has been distributed to
the holders of the related depositary shares.
Charges of Depositary. Citadel Communications will pay all transfer and
other taxes and governmental charges arising solely from the existence of the
depositary arrangements. We will pay associated charges of the depositary for
the initial deposit of the preferred stock and any redemption of the preferred
stock. Holders of depositary shares will pay transfer and other taxes and
governmental charges and any other charges that are stated to be their
responsibility in the depositary agreement.
Miscellaneous. Citadel Communications will forward to the holders of
depositary shares all reports and communications that it must furnish to the
holders of the preferred stock.
Neither the depositary nor Citadel Communications will be liable if the
depositary is prevented or delayed by law or any circumstance beyond its control
in performing its obligations under the depositary agreement. Citadel
Communications' obligations and the depositary's obligations under the
depositary agreement will be limited to performance in good faith of duties set
forth in the depositary agreement. Neither the depositary nor Citadel
Communications will be obligated to prosecute or defend any legal proceeding
connected with any depositary shares or preferred stock unless satisfactory
indemnity is furnished to Citadel Communications and/or the depositary. Citadel
Communications and the depositary
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may rely upon written advice of counsel or accountants, or information provided
by persons presenting preferred stock for deposit, holders of depositary shares
or other persons believed to be competent and on documents believed to be
genuine.
Resignation and Removal of Depositary. The depositary may resign at any
time by delivering notice to Citadel Communications. Citadel Communications may
also remove the depositary at any time. Resignations or removals will take
effect upon the appointment of a successor depositary and its acceptance of the
appointment. The successor depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States of America and having a
combined capital and surplus of at least $50 million.
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SELLING STOCKHOLDERS
The selling stockholders named below may sell shares of Citadel
Communications common stock from time to time. If and when shares of common
stock are to be offered and sold by one or more selling stockholders, the
relevant prospectus supplement will identify the selling stockholders selling in
that offering as well as the number of shares then owned, and to be offered, by
such selling stockholders.
The following table sets forth the name of each selling stockholder and
each such stockholder's relationship to Citadel Communications.
SELLING STOCKHOLDER RELATIONSHIP TO CITADEL COMMUNICATIONS
------------------- --------------------------------------
Lawrence R. Wilson Mr. Wilson has been Chairman, Chief
Executive Officer and President of Citadel
Communications since it was incorporated in
1993.
Donna L. Heffner Ms. Heffner has served as an officer of
Citadel Communications since it was
incorporated in 1993. She currently serves
as Vice President, Chief Financial Officer
and Secretary.
D. Robert Proffitt Mr. Proffitt has served as an officer of
Citadel Communications since it was
incorporated in 1993. He currently serves as
Vice President of Citadel Communications and
President and Chief Operating Officer of
Citadel Broadcasting.
Stuart R. Stanek Mr. Stanek has served as an officer of
Citadel Communications since it was
incorporated in 1993. He currently serves as
Vice President responsible for east region
operations.
Peter J. Benedetti Mr. Benedetti became an officer of Citadel
Communications in October 1998 and currently
serves as Vice President responsible for
west region operations.
Edward T. Hardy Mr. Hardy served as an officer of Citadel
Communications from January 1997 to November
1999. He currently serves as a consultant to
Citadel Communications.
Ted L. Snider, Sr. Mr. Snider became a director of Citadel
Communications in November 1997 following
Citadel Communications' October 1997
acquisition of Snider Corporation, a
corporation owned by Mr. Snider and his
spouse, Jane J. Snider.
Jane J. Snider Ms. Snider is the spouse of Ted L. Snider,
Sr.
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SELLING STOCKHOLDER RELATIONSHIP TO CITADEL COMMUNICATIONS
------------------- --------------------------------------
The Ted and Jane Snider Family Foundation Ted L. Snider, Sr., a director of Citadel
Communications since November 1997, is a
co-trustee of The Ted and Jane Snider Family
Foundation.
Rio Bravo Enterprise Associates, L.P. Lawrence R. Wilson, Chairman, Chief
Executive Officer and President of Citadel
Communications, owns all of the capital
stock of Rio Bravo, Inc., the general
partner of Rio Bravo Enterprise Associates,
L.P.
DVS Management, Inc. John E. von Schlegell, a director of Citadel
Communications since January 1997, is the
President and a shareholder of DVS
Management, Inc.
The Endeavour Capital Fund Limited John E. von Schlegell, a director of Citadel
Partnership Communications since January 1997, is the
Managing Director of The Endeavour Capital
Fund Limited Partnership and the President
and a shareholder of DVS Management, Inc.,
the general partner of The Endeavour Capital
Fund Limited Partnership.
ABRY Broadcast Partners II, L.P. All of the shares beneficially owned by ABRY
(and its general partner, Broadcast Partners II, L.P. are held under
ABRY Capital, L.P.) an Amended and Restated Voting Trust
Agreement dated October 15, 1997. During the
term of the Amended and Restated Voting
Trust Agreement, the voting trustee has the
right to vote the shares of stock subject to
that agreement and to take part in any
stockholders' meetings, including the right
to vote the shares for the election of
directors of Citadel Communications. The
voting trustee is Harlan A. Levy.
Dispositive power with respect to these
shares is held by Royce Yudkoff, the
President of ABRY Holdings, Inc., the
general partner of ABRY Capital, L.P., the
general partner of ABRY Broadcast Partners
II, L.P. Royce Yudkoff was a director of
Citadel Communications for a portion of 1996
and 1997.
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PLAN OF DISTRIBUTION
Citadel Communications and the selling stockholders may sell the securities
described in this prospectus to one or more underwriters for public offering, or
may sell the securities to investors directly or through agents. The name of any
such underwriter or agent involved in the offer and sale of the securities, the
amounts underwritten and the nature of its obligation to take the securities
will be named in the applicable prospectus supplement. Credit Suisse First
Boston Corporation may act as an underwriter or agent. Citadel Communications
and the selling stockholders have reserved the right to sell the securities
directly to investors on their own behalf in those jurisdictions where they are
authorized to do so. The sale of the securities may be effected in transactions
(a) on any national or international securities exchange or quotation service on
which the securities may be listed or quoted at the time of sale, (b) in the
over-the-counter market, (c) in transactions otherwise than on such exchanges or
in the over-the-counter market or (d) through the writing of options.
Underwriters may offer and sell the securities at a fixed price or prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. They may offer
the securities on an exchange, which will be disclosed in the applicable
prospectus supplement. Citadel Communications and the selling stockholders also
may, from time to time, authorize dealers, acting as their agents, to offer and
sell the securities upon such terms and conditions as set forth in the
applicable prospectus supplement. In connection with the sale of the securities,
underwriters may receive compensation from Citadel Communications and the
selling stockholders in the form of underwriting discounts or commissions and
may also receive commissions from purchasers of the securities for whom they may
act as agent. Underwriters may sell the securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions (which may be changed from
time to time) from the purchasers for whom they may act as agents.
Any underwriting compensation paid by Citadel Communications and the
selling stockholders to underwriters or agents in connection with the offering
of the securities, and any discounts, concessions or commissions allowed by
underwriters to participating dealers, will be set forth in the applicable
prospectus supplement. The selling stockholders, dealers and agents
participating in the distribution of the securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the securities may be deemed to be underwriting
discounts and commissions under the Securities Act. Underwriters, dealers and
agents may be entitled, under agreements entered into with Citadel
Communications and the selling stockholders, to indemnification against and
contribution towards certain civil liabilities, including any liabilities under
the Securities Act.
Until the distribution of the securities is completed, rules of the SEC may
limit the ability of the underwriters to bid for and purchase the securities. As
an exception to these rules, the underwriters are permitted to engage in certain
transactions that stabilize the price of the securities. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the securities. If the underwriters create a short position in the
securities in connection with the offering, that is, if they sell more
securities than are set forth on the cover page of the applicable prospectus
supplement, the underwriters may reduce that short position by purchasing
securities in the open market. The underwriters may also impose a penalty bid on
certain underwriters. This means that if the underwriters purchase
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the securities in the open market to reduce the underwriters' short position or
to stabilize the price of the securities, they may reclaim the amount of the
selling concession from the underwriters who sold those securities as part of
the offering. In general, purchases of a security for the purpose of
stabilization or to reduce a short position could cause the price of the
security to be higher than it might be in the absence of such purchases. The
imposition of a penalty bid might also have an effect on the price of a security
to the extent that it were to discourage resales of the security.
Any securities, other than common stock of Citadel Communications, issued
hereunder may be new issues of securities with no established trading market.
Any underwriters or agents to or through whom such securities are sold for
public offering and sale may make a market in such securities, but such
underwriters or agents will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for any such securities. The amount of expenses
expected to be incurred by us in connection with any issuance of securities will
be set forth in the prospectus supplement. Certain of the underwriters, dealers
or agents and their associates may engage in transactions with, and perform
services for, Citadel Communications, the selling stockholders and certain of
their affiliates in the ordinary course.
VALIDITY OF THE SECURITIES
The validity of any securities issued hereunder will be passed upon for
Citadel Communications by Eckert Seamans Cherin & Mellott, LLC, Pittsburgh,
Pennsylvania, counsel to Citadel Communications. As to matters of Nevada law,
Eckert Seamans Cherin & Mellott, LLC will rely upon the opinion of Lionel,
Sawyer & Collins, Las Vegas, Nevada. Unless otherwise indicated in the
applicable prospectus supplement, certain legal matters will be passed upon for
any agents or underwriters by Shearman & Sterling, New York, New York.
INDEPENDENT AUDITORS
The consolidated financial statements of Citadel Communications Corporation
and subsidiary as of December 31, 1997 and 1998, and for each of the years in
the three-year period ended December 31, 1998, have been incorporated by
reference into this prospectus and registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, with respect
thereto and incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of Tele-Media Broadcasting Company
and its partnership interests as of December 31, 1996 and 1995 and for each of
the three years in the three-year period ended December 31, 1996 included in
Citadel Communications Corporation's Current Report on Form 8-K filed on
December 10, 1999 and Citadel Broadcasting Company's Current Report on Form 8-K
filed on December 10, 1999, which are incorporated by reference in this
prospectus and registration statement, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report incorporated herein, and
have been incorporated by reference herein in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
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The consolidated financial statements of Fuller-Jeffrey Broadcasting
Companies, Inc. and subsidiaries as of December 31, 1998 and for the year then
ended have been incorporated by reference into this prospectus and registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, with respect thereto and incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Citywide Communications, Inc. as
of December 31, 1998 and for the year then ended have been incorporated by
reference into this prospectus and registration statement in reliance upon the
report of Faulk & Winkler, LLC, independent certified public accountants, with
respect thereto and incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
The financial statements of Wicks Radio Group, a division of Wicks
Broadcast Group Limited Partnership, as of December 31, 1998 and for the year
then ended have been incorporated by reference into this prospectus and
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, with respect thereto and incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The combined financial statements of Broadcasting Partners Holdings Radio
Group as of December 31, 1997 and 1998 and for the period January 9, 1997 (date
of inception) through December 31, 1997 and for the year ended December 31, 1998
have been incorporated by reference into this prospectus and registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, with respect thereto and incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
The combined financial statements of Liggett Broadcast, Inc., as of
December 31, 1998 and for the year then ended have been incorporated by
reference into this prospectus and registration statement in reliance upon the
report of Andrews Hooper & Pavlik P.L.C., independent certified public
accountants, with respect thereto and incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Caribou Communications Co., as of
December 31, 1998 and 1997 and for the years then ended have been incorporated
by reference into this prospectus and registration statement in reliance upon
the report of Cole & Reed, P.C., independent certified public accountants, with
respect thereto and incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions. All of the
amounts shown are estimates, except the SEC registration fee. All of the
expenses will be paid by the registrants, except, if any shares of common stock
of Citadel Communications are offered and sold by the selling stockholders, the
selling stockholders will pay a portion of the legal fees and expenses.
SEC registration fee........................................ $ 264,000
Printing expenses........................................... 200,000
Accounting fees and expenses................................ 300,000
Legal fees and expenses..................................... 300,000
Blue Sky fees and expenses.................................. 15,000
Trustee's and depositary's fees and expenses................ 30,000
Rating agency fees.......................................... 100,000
Nasdaq National Market listing fees......................... 17,500
Transfer agent fees......................................... 5,000
Miscellaneous............................................... 68,500
----------
TOTAL.................................................. $1,300,000
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF CITADEL COMMUNICATIONS
CORPORATION AND CITADEL BROADCASTING COMPANY.
Section 78.7502 of the Nevada General Corporation Law (the "NGCL") empowers
a corporation to indemnify any person who was or is a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interest of the corporation, and with respect
to any criminal proceeding, he had reasonable cause to believe that his conduct
was unlawful.
Section 78.7502 of the NGCL also empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its
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109
favor by reason of the fact that such person acted in any of the capacities set
forth above, against expenses (including amounts paid in settlement and
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation unless,
and only to the extent that, the court in which such action or suit was brought
or other court of competent jurisdiction shall determine upon application that
in view of all the circumstances of the case, that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 78.7502 of the NGCL further provides that, to the extent that a
director or officer of a corporation has been successful on the merits or
otherwise, in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he must be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Section 78.751 of the NGCL provides that
indemnification provided for by Section 78.7502 of the NGCL shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled,
except that such indemnification may not be made to any director or officer if a
final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action, unless a court of competent jurisdiction orders otherwise,
utilizing the standard described in the immediately preceding paragraph.
The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of the officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by the officer or
director to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation; these provisions do not affect any rights to advancement of
expenses to which corporate personnel other than officers and directors may be
entitled under any contract or otherwise by law.
Any discretionary indemnification referred to above, unless ordered by a
court or paid as incurred in advance of final disposition upon receipt of a
proper undertaking to repay the same, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made: (i) by the stockholders; (ii) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding; (iii) if a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion; or (iv) if a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
II-2
110
Citadel Communications Corporation.
Citadel Communications' Amended and Restated Certificate of Incorporation
provides as follows:
"To the full extent permitted by law, the Corporation shall indemnify any
person made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he
or she is or was a director of the Corporation or any predecessor of the
Corporation or serves or served any other enterprise as director at the request
of the Corporation or any predecessor of the Corporation."
Citadel Communications' Bylaws further implement the permissive provisions
of Section 78.751 of the NGCL discussed above.
As permitted by Section 78.037 of the NGCL, Citadel Communications' Amended
and Restated Certificate of Incorporation provides as follows:
"To the full extent permitted by the General Corporation Law of the State
of Nevada in effect from time to time and to no greater extent, no officer or
member of the Board of Directors shall be liable for monetary damages for breach
of fiduciary duty in his or her capacity as an officer or a director in any
action brought by or on behalf of the Corporation or any of its shareholders."
Section 78.037 currently provides that any such provision of a
corporation's articles of incorporation may not eliminate or limit the liability
of a director or officer for (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or (b) the payment of dividends
in violation of the NGCL.
Citadel Communications maintains insurance to protect persons entitled to
indemnification pursuant to its Amended and Restated Certificate of
Incorporation and Bylaws and the NGCL against expenses, judgments, fines and
amounts paid in settlement, to the fullest extent permitted by the NGCL.
Citadel Broadcasting Company.
Article VI of Citadel Broadcasting Company's Restated Articles of
Incorporation provides as follows:
"To the full extent permitted by law, the Corporation shall indemnify
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he or she is or was a director of the Corporation or any predecessor of the
Corporation or serves or served any other enterprise as director at the request
of the Corporation or any predecessor of the Corporation."
Citadel Broadcasting Company's Bylaws further implement the permissive
provisions of Sections 78.751 of the NGCL discussed above.
As permitted by Section 78.037 of the NGCL, Article V of Citadel
Broadcasting Company's Restated Articles of Incorporation provides as follows:
"To the full extent permitted by General Corporation Law of State of
Nevada in effect from time to time and to no greater extent, no officer or
member of the Board of Directors shall be liable for monetary damages for breach
of fiduciary duty in his or her
II-3
111
capacity as an officer or a director in any action brought by or on behalf of
the Corporation or any of its shareholders."
Citadel Broadcasting Company maintains insurance to protect persons
entitled to indemnification pursuant to its amended and Restated Articles of
Incorporation and Bylaws and the NGCL against expenses, judgments, fines and
amounts paid in settlement, to the fullest extent permitted by the NGCL.
INDEMNIFICATION OF TRUSTEES OF AND OTHER PERSONS RELATED TO THE CCC CAPITAL
TRUSTS.
Under each amended and restated declaration of trust of the CCC Capital
Trusts, Citadel Communications will agree to indemnify each trustee,
administrator and paying agent of the CCC Capital Trusts, and any affiliate,
officer, director, shareholder, employee, representative or agent of any trustee
of the CCC Capital Trusts, and any employee or agent of the issuing CCC Capital
Trust (each an "Indemnified Person"), and to hold such Indemnified Person
harmless against, any and all loss, damage, claims, liability or expense
incurred without negligence, bad faith or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of the
declaration of trust, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties under the declaration of trust.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT(1)
- ------- -------------------------
1.1 Form of Underwriting Agreement.*
2.1 Asset Purchase Agreement dated October 27, 1999 by and
between Citadel Broadcasting Company and Broadcasting
Partners Holdings, L.P. (incorporated by reference to
Exhibit 2.1 to Citadel Communications Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1999).
2.2 Stock Purchase Agreement dated April 30, 1999 by and between
Robert F. Fuller and Citadel Broadcasting Company
(incorporated by reference to Exhibit 2.1 to Citadel
Broadcasting Company's Current Report on Form 8-K filed on
September 14, 1999).
2.3 Stock Purchase Agreement dated April 30, 1999 by and between
Joseph N. Jeffrey, Jr. and Citadel Broadcasting Company
(incorporated by reference to Exhibit 2.2 to Citadel
Broadcasting Company's Current Report on Form 8-K filed on
September 14, 1999).
2.4 Asset Purchase Agreement dated December 3, 1999 by and among
Liggett Broadcast, Inc., Rainbow Radio, LLC, New Tower,
Inc., LLJ Realty, LLC, Robert G. Liggett, Jr., Citadel
Communications Corporation, Citadel Broadcasting Company and
Citadel License, Inc. (incorporated by reference to Exhibit
2.4 to Citadel Communications Corporation's Current Report
on Form 8-K filed on December 10, 1999).
2.5 Purchase Agreement dated August 23, 1999 by and among Cat
Communications, Inc., Desert Communications III, Inc. and
Citadel Broadcasting Company (incorporated by reference to
Exhibit 2.1 to Citadel Communications Corporation's Current
Report on Form 8-K filed on January 6, 2000).
2.6 Amendment to Purchase Agreement dated December 22, 1999 by
and among Cat Communications, Inc., Desert Communications
III, Inc. and Citadel Broadcasting Company (incorporated by
reference to Exhibit 2.2 to Citadel Communications
Corporation's Current Report on Form 8-K filed on January 6,
2000).
II-4
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT(1)
- ------- -------------------------
4.1 Amended and Restated Certificate of Incorporation of Citadel
Communications Corporation (incorporated by reference to
Exhibit 3(i) to Citadel Communications Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998).
4.2 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).
4.3 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).
4.4 Amendment to Certificate of the Designations, Voting Powers
Preferences and Relative, Participating, Optional and Other
Special Rights and Qualifications, Limitations or
Restrictions of the 13 1/4% Series A Exchangeable Preferred
Stock and the 13 1/4% Series B Exchangeable Preferred Stock
of Citadel Broadcasting Company (incorporated by reference
to Exhibit 3(i)(b) to Citadel Broadcasting Company's
Registration Statement No. 333-36771 on Form S-4).
4.5 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).
4.6 Credit Agreement dated December 17, 1999 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 Securities, Inc. and Fleet
National Bank, as Co-Documentation Agents, and the lenders
named therein (incorporated by reference to Exhibit 4.1 to
Citadel Communications Corporation's Current Report on Form
8-K filed on January 6, 2000).
4.7 Form of Senior Indenture.**
4.8 Form of Senior Debt Security (included in Form of Senior
Indenture filed as Exhibit 4.7).**
4.9 Form of Senior Subordinated Indenture.**
4.10 Form of Senior Subordinated Debt Security (included in Form
of Senior Subordinated Indenture filed as Exhibit 4.9).**
4.11 Form of Junior Subordinated Indenture for the junior
subordinated debt securities of Citadel Communications
Corporation and Citadel Broadcasting Company.**
4.12 Form of Junior Subordinated Debt Security (included in Form
of Junior Subordinated Indenture filed as Exhibit 4.11).**
4.13 Form of Depositary Agreement.**
4.14 Form of Depositary Receipt (included in Form of Depositary
Agreement filed as Exhibit 4.13).**
4.15 Form of Warrant Agreement.**
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT(1)
- ------- -------------------------
4.16 Form of Standard Stock Warrant Agreement Provisions.**
4.17 Certificate of Trust of CCC Capital Trust I.**
4.18 Certificate of Trust of CCC Capital Trust II.**
4.19 Declaration of CCC Capital Trust I.**
4.20 Declaration of CCC Capital Trust II.**
4.21 Form of Amended and Restated Declaration of Trust for each
of CCC Capital Trust I and CCC Capital Trust II.**
4.22 Form of Stock Purchase Contract.**
4.23 Form of Preferred Security (included in the Form of Amended
and Restated Declaration of Trust for each of CCC Capital
Trust I and CCC Capital Trust II filed as Exhibit 4.21).**
4.24 Form of Expense Agreement (included in the Form of Amended
and Restated Declaration of Trust for each of CCC Capital
Trust I and CCC Capital Trust II filed as Exhibit 4.21).**
4.25 Form of Guarantee Agreement relating to Citadel
Communications' guarantee of the preferred securities of CCC
Capital Trust I and CCC Capital Trust II.**
5.1 Opinion of Eckert Seamans Cherin & Mellott, LLC, including
consent.**
5.2 Opinion of Richards, Layton & Finger, P.A., including
consent relating to CCC Capital Trust I.**
5.3 Opinion of Richards, Layton & Finger, P.A., including
consent, relating to CCC Capital Trust II.**
5.4 Opinion of Lionel, Sawyer & Collins.**
12.1 Computation of Ratio of Earnings to Fixed Charges of Citadel
Communications Corporation and Subsidiaries.**
12.2 Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends of Citadel Communications
Corporation and Subsidiaries.**
12.3 Computation of Ratio of Earnings to Fixed Charges of Citadel
Broadcasting Company.**
23.1 Consent of Eckert Seamans Cherin & Mellott, LLC (included in
its opinion filed as Exhibit 5.1).**
23.2 Consent of Richards, Layton & Finger, P.A. (included in its
opinions filed as Exhibits 5.2 and 5.3).**
23.3 Consent of KPMG LLP.
23.4 Consent of KPMG LLP.
23.5 Consent of Deloitte & Touche LLP.
23.6 Consent of KPMG LLP.
23.7 Consent of Faulk & Winkler, LLC.
23.8 Consent of KPMG LLP.
23.9 Consent of KPMG LLP.
23.10 Consent of Andrews Hooper & Pavlik P.L.C.
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114
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT(1)
- ------- -------------------------
23.11 Consent of Cole & Reed, P.C.
24 Power of Attorney (included on signature page).**
25.1 T-1 Statement of Eligibility of The Bank of New York, as
trustee under the Senior Indenture.**
25.2 T-1 Statement of Eligibility of The Bank of New York, as
trustee under the Senior Subordinated Indenture.**
25.3 T-1 Statement of Eligibility of The Bank of New York, as
trustee under the Citadel Communications Junior Subordinated
Indenture.**
25.4 T-1 Statement of Eligibility of The Bank of New York, as
trustee under the Citadel Broadcasting Junior Subordinated
Indenture.**
25.5 T-1 Statement of Eligibility of The Bank of New York, as
property trustee under the Declaration of Trust of CCC
Capital Trust I.**
25.6 T-1 Statement of Eligibility of The Bank of New York, as
property trustee under the Declaration of Trust of CCC
Capital Trust II.**
25.7 T-1 Statement of Eligibility of The Bank of New York, as
guarantee trustee under the Preferred Securities Guarantee
of CCC Capital Trust I.**
25.8 T-1 Statement of Eligibility of The Bank of New York, as
guarantee trustee under the Preferred Securities Guarantee
of CCC Capital Trust II.**
- ---------------
(1) In the case of incorporation by reference to documents filed by the
Registrants under the Securities Exchange Act of 1934, as amended, Citadel
Communications' file number under such Act is 000-24515 and Citadel
Broadcasting's file number under such Act is 333-36771.
* To be filed as an exhibit to a Current Report on Form 8-K.
** Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(a)(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to
this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; provided,
however, that notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange Commission
II-7
115
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that the
undertakings set forth in clauses (i) and (ii) above do not
apply if the information required to be included in a
post-effective amendment by those clauses is contained in
periodic reports filed by the registrants pursuant to Section
13 or 15(d) of the Securities and Exchange Act of 1934 that are
incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering;
(b) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrants' annual reports pursuant
to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(c) To provide to the underwriter at the closing specified in the
underwriting agreements, certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery to each
purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described under Item 15 above or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by a registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted against the registrant by such director, officer
or controlling person in connection with the securities being registered, a
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
The undersigned registrants hereby undertake to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
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116
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Citadel
Communications Corporation certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, in the State
of Nevada, on January 10, 2000.
CITADEL COMMUNICATIONS CORPORATION
By: /s/ LAWRENCE R. WILSON
-----------------------------------
Lawrence R. Wilson
Chairman of the Board,
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed below by the following persons
on behalf of the registrant and in the capacities indicated on January 10, 2000.
SIGNATURES TITLE
---------- -----
/s/ LAWRENCE R. WILSON Chairman of the Board, Chief Executive
- ------------------------------------------------ Officer and President (Principal
Lawrence R. Wilson Executive Officer)
/s/ DONNA L. HEFFNER Vice President and Chief Financial
- ------------------------------------------------ Officer (Principal Financial and
Donna L. Heffner Accounting Officer)
Director
- ------------------------------------------------
Robert F. Fuller
/s/ IKE KALANGIS Director
- ------------------------------------------------
Ike Kalangis
/s/ TED L. SNIDER, SR. Director
- ------------------------------------------------
Ted L. Snider, Sr.
/s/ JOHN E. VON SCHLEGELL Director
- ------------------------------------------------
John E. von Schlegell
II-9
117
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Citadel
Broadcasting Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, in the State
of Nevada, on January 10, 2000.
CITADEL BROADCASTING COMPANY
By: /s/ LAWRENCE R. WILSON
-----------------------------------
Lawrence R. Wilson
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities indicated on January 10, 2000.
SIGNATURES TITLE
---------- -----
/s/ LAWRENCE R. WILSON Chairman of the Board and Chief Executive
- ------------------------------------------------ Officer (Principal Executive Officer)
Lawrence R. Wilson
/s/ DONNA L. HEFFNER Vice President and Chief Financial
- ------------------------------------------------ Officer (Principal Financial and
Donna L. Heffner Accounting Officer)
Director
- ------------------------------------------------
Robert F. Fuller
/s/ IKE KALANGIS Director
- ------------------------------------------------
Ike Kalangis
/s/ TED L. SNIDER, SR. Director
- ------------------------------------------------
Ted L. Snider, Sr.
/s/ JOHN E. VON SCHLEGELL Director
- ------------------------------------------------
John E. von Schlegell
II-10
118
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of CCC
Capital Trust I and CCC Capital Trust II certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Amendment No. 1 to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Las
Vegas, in the State of Nevada, on January 10, 2000.
CCC CAPITAL TRUST I
a Delaware business trust
By: CITADEL COMMUNICATIONS CORPORATION,
as Depositor
By: /s/ LAWRENCE R. WILSON
----------------------------------
Lawrence R. Wilson
Chairman of the Board,
Chief Executive Officer and
President
CCC CAPITAL TRUST II
a Delaware business trust
By: CITADEL COMMUNICATIONS CORPORATION,
as Depositor
By: /s/ LAWRENCE R. WILSON
----------------------------------
Lawrence R. Wilson
Chairman of the Board,
Chief Executive Officer and
President
II-11
119
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT(1)
- ------- -------------------------
1.1 Form of Underwriting Agreement.*
2.1 Asset Purchase Agreement dated October 27, 1999 by and
between Citadel Broadcasting Company and Broadcasting
Partners Holdings, L.P. (incorporated by reference to
Exhibit 2.1 to Citadel Communications Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1999).
2.2 Stock Purchase Agreement dated April 30, 1999 by and between
Robert F. Fuller and Citadel Broadcasting Company
(incorporated by reference to Exhibit 2.1 to Citadel
Broadcasting Company's Current Report on Form 8-K filed on
September 14, 1999).
2.3 Stock Purchase Agreement dated April 30, 1999 by and between
Joseph N. Jeffrey, Jr. and Citadel Broadcasting Company
(incorporated by reference to Exhibit 2.2 to Citadel
Broadcasting Company's Current Report on Form 8-K filed on
September 14, 1999).
2.4 Asset Purchase Agreement dated December 3, 1999 by and among
Liggett Broadcast, Inc., Rainbow Radio, LLC, New Tower,
Inc., LLJ Realty, LLC, Robert G. Liggett, Jr., Citadel
Communications Corporation, Citadel Broadcasting Company and
Citadel License, Inc. (incorporated by reference to Exhibit
2.4 to Citadel Communications Corporation's Current Report
on Form 8-K filed on December 10, 1999).
2.5 Purchase Agreement dated August 23, 1999 by and among Cat
Communications, Inc., Desert Communications III, Inc. and
Citadel Broadcasting Company (incorporated by reference to
Exhibit 2.1 to Citadel Communications Corporation's Current
Report on Form 8-K filed on January 6, 2000).
2.6 Amendment to Purchase Agreement dated December 22, 1999 by
and among Cat Communications, Inc., Desert Communications
III, Inc. and Citadel Broadcasting Company (incorporated by
reference to Exhibit 2.2 to Citadel Communications
Corporation's Current Report on Form 8-K filed on January 6,
2000).
4.1 Amended and Restated Certificate of Incorporation of Citadel
Communications Corporation (incorporated by reference to
Exhibit 3(i) to Citadel Communications Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998).
4.2 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).
4.3 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).
4.4 Amendment to Certificate of the Designations, Voting Powers
Preferences and Relative, Participating, Optional and Other
Special Rights and Qualifications, Limitations or
Restrictions of the 13 1/4% Series A Exchangeable Preferred
Stock and the 13 1/4% Series B Exchangeable Preferred Stock
of Citadel Broadcasting Company (incorporated by reference
to Exhibit 3(i)(b) to Citadel Broadcasting Company's
Registration Statement No. 333-36771 on Form S-4).
120
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT(1)
- ------- -------------------------
4.5 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).
4.6 Credit Agreement dated December 17, 1999 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 Securities, Inc. and Fleet
National Bank, as Co-Documentation Agents, and the lenders
named therein (incorporated by reference to Exhibit 4.1 to
Citadel Communications Corporation's Current Report on Form
8-K filed on January 6, 2000).
4.7 Form of Senior Indenture.**
4.8 Form of Senior Debt Security (included in Form of Senior
Indenture filed as Exhibit 4.7).**
4.9 Form of Senior Subordinated Indenture.**
4.10 Form of Senior Subordinated Debt Security (included in Form
of Senior Subordinated Indenture filed as Exhibit 4.9).**
4.11 Form of Junior Subordinated Indenture for the junior
subordinated debt securities of Citadel Communications
Corporation and Citadel Broadcasting Company.**
4.12 Form of Junior Subordinated Debt Security (included in Form
of Junior Subordinated Indenture filed as Exhibit 4.11).**
4.13 Form of Depositary Agreement.**
4.14 Form of Depositary Receipt (included in Form of Depositary
Agreement filed as Exhibit 4.13).**
4.15 Form of Warrant Agreement.**
4.16 Form of Standard Stock Warrant Agreement Provisions.**
4.17 Certificate of Trust of CCC Capital Trust I.**
4.18 Certificate of Trust of CCC Capital Trust II.**
4.19 Declaration of CCC Capital Trust I.**
4.20 Declaration of CCC Capital Trust II.**
4.21 Form of Amended and Restated Declaration of Trust for each
of CCC Capital Trust I and CCC Capital Trust II.**
4.22 Form of Stock Purchase Contract.**
4.23 Form of Preferred Security (included in the Form of Amended
and Restated Declaration of Trust for each of CCC Capital
Trust I and CCC Capital Trust II filed as Exhibit 4.21).**
4.24 Form of Expense Agreement (included in the Form of Amended
and Restated Declaration of Trust for each of CCC Capital
Trust I and CCC Capital Trust II filed as Exhibit 4.21).**
4.25 Form of Guarantee Agreement relating to Citadel
Communications' guarantee of the preferred securities of CCC
Capital Trust I and CCC Capital Trust II.**
5.1 Opinion of Eckert Seamans Cherin & Mellott, LLC, including
consent.**
5.2 Opinion of Richards, Layton & Finger, P.A., including
consent relating to CCC Capital Trust I.**
121
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT(1)
- ------- -------------------------
5.3 Opinion of Richards, Layton & Finger, P.A., including
consent, relating to CCC Capital Trust II.**
5.4 Opinion of Lionel, Sawyer & Collins.**
12.1 Computation of Ratio of Earnings to Fixed Charges of Citadel
Communications Corporation and Subsidiaries.**
12.2 Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends of Citadel Communications
Corporation and Subsidiaries.**
12.3 Computation of Ratio of Earnings to Fixed Charges of Citadel
Broadcasting Company.**
23.1 Consent of Eckert Seamans Cherin & Mellott, LLC (included in
its opinion filed as Exhibit 5.1).**
23.2 Consent of Richards, Layton & Finger, P.A., (included in its
opinions filed as Exhibits 5.2 and 5.3).**
23.3 Consent of KPMG LLP.
23.4 Consent of KPMG LLP.
23.5 Consent of Deloitte & Touche LLP.
23.6 Consent of KPMG LLP.
23.7 Consent of Faulk & Winkler, LLC.
23.8 Consent of KPMG LLP.
23.9 Consent of KPMG LLP.
23.10 Consent of Andrews Hooper & Pavlik P.L.C.
23.11 Consent of Cole & Reed, P.C.
24 Power of Attorney (included on signature page).**
25.1 T-1 Statement of Eligibility of The Bank of New York, as
trustee under the Senior Indenture.**
25.2 T-1 Statement of Eligibility of The Bank of New York, as
trustee under the Senior Subordinated Indenture.**
25.3 T-1 Statement of Eligibility of The Bank of New York, as
trustee under the Citadel Communications Junior Subordinated
Indenture.**
25.4 T-1 Statement of Eligibility The Bank of New York, as
trustee under the Citadel Broadcasting Junior Subordinated
Indenture.**
25.5 T-1 Statement of Eligibility of The Bank of New York, as
property trustee under the Declaration of Trust of CCC
Capital Trust I.**
25.6 T-1 Statement of Eligibility of The Bank of New York, as
property trustee under the Declaration of Trust of CCC
Capital Trust II.**
25.7 T-1 Statement of Eligibility of The Bank of New York, as
guarantee trustee under the Preferred Securities Guarantee
of CCC Capital Trust I.**
25.8 T-1 Statement of Eligibility of The Bank of New York, as
guarantee trustee under the Preferred Securities Guarantee
of CCC Capital Trust II.**
122
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(1) In the case of incorporation by reference to documents filed by the
Registrants under the Securities Exchange Act of 1934, as amended, Citadel
Communications' file number under such Act is 000-24515 and Citadel
Broadcasting's file number under such Act is 333-36771.
* To be filed as an exhibit to a Current Report on Form 8-K.
** Previously filed.