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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 8, 2000
Citadel Communications Corporation
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-24515 86-0748219
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(Commission File Number) (IRS Employer Identification No.)
City Center West, Suite 400
7201 West Lake Mead Boulevard
Las Vegas, Nevada 89128
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(Address of Principal Executive Offices) (Zip Code)
(702) 804-5200
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
In order to furnish certain exhibits for incorporation by reference
into the Registration Statement on Form S-3 of Citadel Communications
Corporation previously filed with Securities and Exchange Commission (File No.
333-92593), which Registration Statement was declared effective by the
Commission on January 10, 2000, Citadel Communications is filing (i) an
Underwriting Agreement dated February 8, 2000 among Citadel Communications, the
several selling stockholders named therein and Credit Suisse First Boston
Corporation, in its own capacity and as representative of the several
underwriters named therein, as Exhibit 1.1 to such Registration Statement, (ii)
an opinion of Eckert Seamans Cherin & Mellott, LLC, counsel to Citadel
Communications, regarding the validity of the shares of Citadel Communications'
common stock, $.001 par value per share, to be sold by Citadel Communications
and the selling stockholders pursuant to such Underwriting Agreement as Exhibit
5.5 to such Registration Statement, (iii) an opinion of Lionel, Sawyer &
Collins, special Nevada counsel to Citadel Communications, as Exhibit 5.6 to
such Registration Statement, and (iv) a consent of Dunbar, Breitweiser &
Company, LLP as Exhibit 23.13 to such Registration Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. The following exhibits are filed as part of this report:
1.1 Underwriting Agreement among Citadel Communications Corporation, the
selling stockholders named therein and Credit Suisse First Boston
Corporation, in its own capacity and as representative for the several
underwriters named therein.
5.5 Opinion of Eckert Seamans Cherin & Mellott, LLC.
5.6 Opinion of Lionel, Sawyer & Collins.
23.12 Consent of Eckert Seamans Cherin & Mellott, LLC (included in its opinion
filed as exhibit 5.5).
23.13 Consent of Dunbar, Breitweiser & Company, LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CITADEL COMMUNICATIONS
CORPORATION
Date: February 8, 2000 By:/s/ Lawrence R. Wilson
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Lawrence R. Wilson
Chairman, Chief Executive Officer and
President
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EXHIBIT INDEX
1.1 Underwriting Agreement among Citadel Communications Corporation, the
selling stockholders named therein and Credit Suisse First Boston
Corporation, in its own capacity and as representative for the several
underwriters named therein.
5.5 Opinion of Eckert Seamans Cherin & Mellott, LLC.
5.6 Opinion of Lionel, Sawyer & Collins.
23.12 Consent of Eckert Seamans Cherin & Mellott, LLC (included in its opinion
filed as exhibit 5.5).
23.13 Consent of Dunbar, Breitweiser & Company, LLP.