1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number 000-24515 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: CITADEL BROADCASTING COMPANY 401(k) RETIREMENT SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CITADEL COMMUNICATIONS CORPORATION CITY CENTER WEST 7201 WEST LAKE MEAD BOULEVARD SUITE 400 LAS VEGAS, NEVADA 89128 Registrant's telephone number, including area code: (702) 804-5200 Notices and communications from the Securities and Exchange Commission relative to this report should be forwarded to: Lawrence R. Wilson President and Chief Executive Officer City Center West 7201 West Lake Mead Boulevard Suite 400 Las Vegas, Nevada 89128 2 CITADEL BROADCASTING COMPANY 401(k) RETIREMENT SAVINGS PLAN TABLE OF CONTENTS PAGE Independent Auditors' Report 1 Statements of Net Assets Available for Benefits - 2 December 31, 1999 and 1998 Statements of Changes in Net Assets Available for Benefits - 3 Years ended December 31, 1999 and 1998 Notes to Financial Statements 4 Schedule of Assets Held for Investment Purposes at End of Year 10 Signature 11 All other schedules are omitted because they are not required or applicable under the disclosure requirements of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. 3 CITADEL COMMUNICATIONS CORPORATION 401(k) RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE DECEMBER 31, 1999 AND 1998 (WITH INDEPENDENT AUDITORS' REPORT THEREON) 4 INDEPENDENT AUDITORS' REPORT Plan Administrator Citadel Communications Corporation 401(k) Retirement Savings Plan: We have audited the accompanying statements of net assets available for benefits and supplementary schedule of assets held for investment purposes at end of year of the Citadel Communications Corporation 401(k) Retirement Savings Plan (the Plan) as of December 31, 1999 and 1998 and the related statements of changes in net assets available for benefits for each of the years in the two-year period ended December 31, 1999. These financial statements and supplemental schedule are the responsibility of the Plan's management. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for each of the years in the two-year period ended December 31, 1999, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at the end of the year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Phoenix, Arizona November 21, 2000, except as to footnote 7 which is as of November 29, 2000 1 5 CITADEL COMMUNICATIONS CORPORATION 401(k) RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 1999 and 1998 1999 1998 ---------- ---------- Assets: Investments: Common/collective trusts $9,263,316 6,541,020 Participant notes receivable 257,289 260,962 ---------- --------- Total investments 9,520,605 6,801,982 ---------- --------- Receivables: Employer contributions 39,492 32,276 Participant contributions 126,201 104,676 ---------- --------- Total receivables 165,693 136,952 ---------- --------- Net assets available for benefits $9,686,298 6,938,934 ========== ========= See accompanying notes to financial statements. 2 6 CITADEL COMMUNICATIONS CORPORATION 401(k) RETIREMENT SAVINGS PLAN Statements of Changes in Net Assets Available for Benefits Years ended December 31, 1999 and 1998 1999 1998 ---------- --------- Additions to net assets available for benefits attributed to: Investment income: Interest and dividend income $ 16,389 38,181 Net appreciation in fair value of investments 774,153 593,331 Interest on participants' notes receivable 26,733 14,860 ---------- --------- Total investment income 817,275 646,372 ---------- --------- Contributions: Participants' 1,892,641 1,592,413 Employer matching 539,446 458,181 Rollovers 592,469 764,063 ---------- --------- Total contributions 3,024,556 2,814,657 ---------- --------- Additions to net assets available for benefits 3,841,831 3,461,029 ---------- --------- Deductions from net assets available for benefits attributed to: Distributions to and withdrawals by participants 1,045,543 636,705 Administrative expenses 48,924 46,740 ---------- --------- Total deductions 1,094,467 683,445 ---------- --------- Net increase in net assets available for benefits 2,747,364 2,777,584 Net assets available for benefits: Beginning of year 6,938,934 4,161,350 ---------- --------- End of year $9,686,298 6,938,934 ========== ========= See accompanying notes to financial statements. 3 7 CITADEL COMMUNICATIONS CORPORATION 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (1) DESCRIPTION OF PLAN The following brief description of the Citadel Communications Corporation 401(k) Retirement Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (a) GENERAL The Plan is a defined contribution plan covering all employees of Citadel Broadcasting Company (Company or Plan sponsor) who have reached the age of 21 and completed one year of service, defined as at least 1,000 hours within a twelve-month period. The Company acts as the Plan Administrator. (b) ELIGIBILITY AND CONTRIBUTIONS Participation in the Plan may begin with the first payroll period in the month following completion of one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), and the Internal Revenue Code as amended by the Tax Reform Act of 1986 (IRC) and subsequent legislation. Eligible participants may elect to defer up to 20% of their regular annual earnings on a pretax basis, subject to the maximum amount allowable by the IRC. Rollover contributions from other qualified plans are permitted. Each year the Company contributes to the Plan a matching contribution equal to 100% of the participant's elective deferral contribution up to 2% of their regular annual earnings. Additional matching contributions and employer discretionary contributions may be made each year at the discretion of the Company's Board of Directors. (c) PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's elective deferral contributions, the employer's matching contribution, the additional matching contribution, if any, and an allocation of the employer's discretionary contribution and the Plan's earnings. The employer discretionary contribution is allocated to each participant in the ratio that each such participant's annual pay bears over a defined taxable wage base, integrated with social security. The Plan's earnings are allocated to each participant in the ratio that each such participant's account balance for each fund bears to the total balance in that fund of all eligible participants on the date of each such allocation. (d) VESTING Participants are immediately vested in elective deferral contributions and rollover accounts as well as earnings thereon. At the earliest of the following dates, participants are fully vested as to Company matching and discretionary contributions and earnings thereon: 1) date of participant's death 2) date participant incurs a total disability 3) participant's retirement after reaching age 55 and having completed 6 years of vesting service (Continued) 4 8 CITADEL COMMUNICATIONS CORPORATION 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 4) date of plan termination 5) date participant completes 60 months of vesting service and/or reaches age 65 In the event of severance from service, participants vest as follows: VESTING VESTING SERVICE PERCENTAGE ---------------- ---------------- 1 year - 2 years 20% 3 years 40% 4 years 60% 5 years 100% (e) FORFEITURE ALLOCATION Forfeitures of nonvested contributions shall be allocated to eligible participants' accounts in the same manner as employer elective contributions. There were no unallocated forfeitures at December 31, 1999 or 1998. (f) PAYMENT OF BENEFITS Upon termination of service, demonstrated hardship, retirement or in the event of death, a participant's account may be distributed in a lump sum payment equal to the value of the participant's account balance, as an annuity or in installments. (g) INVESTMENT FUNDS All Plan investment funds are offered through a group annuity contract issued by Principal Life Insurance Company, the custodian of the Plan. At the discretion of the participants, investments can be placed in a general money market account with a guaranteed interest rate for a specified time period or in pooled separate accounts where the return is dependent on the return of the entire fund. The characteristics of the different separate investment accounts as described by Principal Life Insurance Company are as follows: o GUARANTEED INTEREST ACCOUNT - the Guaranteed Interest Account is a part of Principal Life Insurance Company's General Account. The underlying assets in the General Account are invested mostly in private placement bonds, commercial mortgages, and residential mortgages. o U.S. STOCK ACCOUNT - the U.S. Stock Account invests in U.S. securities, primarily common stocks. o MONEY MARKET ACCOUNT - the Money Market Account invests in money market instruments. o REAL ESTATE ACCOUNT - the Real Estate Separate Account invests in owned commercial property. (Continued) 5 9 CITADEL COMMUNICATIONS CORPORATION 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 o BOND & MORTGAGE ACCOUNT - the Bond & Mortgage Account (Primary Separate Account) invests in intermediate-term fixed-income loans. o INTERNATIONAL STOCK ACCOUNT - the International Stock Account invests primarily in common stocks of corporations located outside the United States. It may also occasionally invest in preferred stocks or convertible bonds of these corporations, in U.S. or non-U.S. securities other than stocks or cash. o GOVERNMENT SECURITIES ACCOUNT - the Government Securities Account invests primarily in obligations issued or guaranteed by the U.S. Government or its agencies. o STOCK INDEX 500 ACCOUNT - the Stock Index 500 Account invests in the common stock of those firms included in the Standards & Poor's 500 Stock Index. o MEDIUM COMPANY VALUE ACCOUNT - the Medium Company Value Account invests primarily in income-producing common stocks that are undervalued in the marketplace according to traditional measures of value. o SMALL COMPANY BLEND ACCOUNT - the Small Company Blend Account invests primarily in common stocks of smaller companies whose earnings are expected to grow at above average rates. o MEDIUM COMPANY BLEND ACCOUNT - the Medium Company Blend Account invests primarily in common stocks of large established companies whose earnings are expected to grow at above average rates. o STOCK EMPHASIS BALANCE ACCOUNT - the Stock Emphasis Balance Account invests primarily in other separate accounts of Principal Life Insurance Company weighted toward equity accounts. o BOND EMPHASIS BALANCE ACCOUNT - the Bond Emphasis Balance Account (Primary Separate Account) invests in other separate accounts of Principal Life Insurance Company weighted towards bonds with four to ten year maturities. (h) PARTICIPANT NOTES RECEIVABLE Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. Loan terms range from 1-5 years. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the Plan Administrator. Interest rates on loans outstanding as of December 31, 1999 range from 8.25 percent to 12 percent. Principal and interest is paid ratably through payroll deductions. (Continued) 6 10 CITADEL COMMUNICATIONS CORPORATION 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (i) PLAN TERMINATION Although the Plan Sponsor has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to terminate the Plan at any time. Upon any full or partial termination, all amounts credited to the participants' accounts shall become 100% vested. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) BASIS OF PRESENTATION The accompanying financial statements of the Citadel Communications Corporation 401(k) Retirement Savings Plan (Plan) have been prepared on the accrual basis and present the net assets available for benefits and changes in those net assets. (b) INVESTMENT VALUATION The investments, which are held by Principal Life Insurance Company, are valued at fair market value based on quoted market prices in an active market, except for the Guaranteed Interest Account. Assets invested in the Guaranteed Interest Account are carried at contract value, which represents contributions made into the contract plus accrued interest. Participant notes receivable are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Change in the market value of investments held at year-end and realized gains and losses on investment transactions during the year are reflected in the statement of changes in net assets available for benefits as net appreciation (depreciation) in fair value of investments. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend rate. (c) ADMINISTRATIVE EXPENSES Expenses related to loan administration are paid out of Plan assets. Other expenses related to Plan administration are paid by the Plan sponsor. (d) TAX STATUS The Plan is a standardized prototype plan, which has received a favorable determination letter from the Internal Revenue Service. The determination letter states that the Plan qualifies under the applicable provisions of the IRC and is, therefore, exempt from federal income taxes. The Plan has been amended since its adoption, however, the Plan Administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. (e) PAYMENT OF BENEFITS Benefits are recorded when paid. (Continued) 7 11 CITADEL COMMUNICATIONS CORPORATION 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (f) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that effect the reported amount of net assets available for benefits and changes therein. Actual results could differ from those estimates. (3) IMPLEMENTATION OF ACCOUNTING PRINCIPLE In September 1999, the American Institute of Certified Public Accountants issued Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for certain investments and is effective for plan years ending after December 15, 1999. The Plan adopted SOP 99-3 during the Plan year ended December 31, 1999. Accordingly, information previously required to be disclosed about participant-directed fund investment programs are not presented in the Plan's 1999 financial statements. The Plan's 1998 financial statements have been reclassified to conform to the current year's presentation. (4) INVESTMENTS The following table presents the fair value or contract value of investments as of December 31, 1999 and 1998. Investments with fair values in excess of 5% of net assets available for benefits are separately identified: 1999 1998 ----------- ---------- Guaranteed Interest Account $ 839,297* 704,391* U.S. Stock Account 2,295,216* 1,934,861* Money Market Account 375,879 269,888 Real Estate Account 109,718 62,312 Bond & Mortgage Account 417,492 401,137* International Stock Account 776,483* 532,201* Government Securities Account 43,050 23,522 Stock Index 500 Account 2,563,941* 1,313,951* Medium Company Value Account 338,677 279,777 Small Company Blend Account 626,573* 475,427* Medium Company Blend Account 447,291 290,759 Stock Emphasis Balanced Account 303,992 207,926 Bond Emphasis Balanced Account 125,707 44,868 ----------- --------- $9,263,316 6,541,020 =========== ========= *The fair value of these investments exceeds 5% of net assets available for benefits at December 31. (Continued) 8 12 CITADEL COMMUNICATIONS CORPORATION 401(k) RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 During 1999 and 1998, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $774,153 and $593,331, respectively, as follows: 1999 1998 -------- -------- U.S. Stock Account $106,771 233,775 Money Market Account 16,463 14,306 Real Estate Account 8,451 3,645 Bond & Mortgage Account (2,147) 27,667 International Stock Account 148,464 41,392 Government Securities Account 191 1,410 Stock Index 500 Account 375,815 255,773 Medium Company Value Account (23,155) 8,420 Small Company Blend Account 70,621 (32,538) Medium Company Blend Account 48,791 17,246 Stock Emphasis Balanced Account 19,179 19,535 Bond Emphasis Balanced Account 4,709 2,700 -------- ------- $774,153 593,331 ======== ======= (5) REFUND OF EXCESS DEFERRALS For the Plan year ended December 31, 1999, certain highly compensated participants' contributions exceeded the $10,000 annual limitation prescribed by the IRC. These amounts were refunded subsequent to December 31, 1999 in order to comply with the specific contribution limitation requirements. The refunds amounted to $26,198. (6) RELATED PARTY TRANSACTIONS Certain Plan investments are shares of pooled separate accounts managed by Principal Life Insurance Company (Principal). Principal is the custodian as defined by the Plan, and therefore, these transactions qualify as party-in-interest. (7) SUBSEQUENT EVENT - PLAN AMENDMENT The Plan was amended on November 29, 2000 to be effective as of January 1, 2001, to include an employer stock fund to consist of common stock of the Company's parent, Citadel Communications Corporation, purchased on the open market and to allow employees to invest their contributions, as well as their account balance, in the employer stock fund. Effective as of January 1, 2001, the Plan will be amended and restated as an individually designed plan. The Plan Administrator will prepare and file a determination letter on the amended and restated Plan with the Internal Revenue Service. The Plan has also been renamed the Citadel Broadcasting Company 401(k) Retirement Savings Plan. 9 13 SCHEDULE I CITADEL COMMUNICATIONS CORPORATION 401(k) RETIREMENT SAVINGS PLAN EIN: #86-0703641 Plan Number 002 Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - ------------- ------------------------------- ------------------------------------------ -------------- -------------- IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT BORROWER, LESSOR (INCLUDING MATURITY DATE, RATE OF INTEREST, CURRENT OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE) COST VALUE - ------------- ------------------------------- ------------------------------------------ -------------- -------------- * Principal Life Guaranteed Interest Account Insurance Co. Pooled Separate Account ** $ 839,297 * Principal Life U.S. Stock Account Insurance Co. Pooled Separate Account ** 2,295,216 * Principal Life Money Market Account Insurance Co. Pooled Separate Account ** 375,879 * Principal Life Real Estate Account Insurance Co. Pooled Separate Account ** 109,718 * Principal Life Bond & Mortgage Account Insurance Co. Pooled Separate Account ** 417,492 * Principal Life International Stock Account Insurance Co. Pooled Separate Account ** 776,483 * Principal Life Govt. Securities Account Insurance Co. Pooled Separate Account ** 43,050 * Principal Life Stock Index 500 Account Insurance Co. Pooled Separate Account ** 2,563,941 * Principal Life Medium Company Value Account Insurance Co. Pooled Separate Account ** 338,677 * Principal Life Small Company Blend Account Insurance Co. Pooled Separate Account ** 626,573 * Principal Life Medium Company Blend Account Insurance Co. Pooled Separate Account ** 447,291 * Principal Life Stock Emphasis Balanced Account Insurance Co. Pooled Separate Account ** 303,992 * Principal Life Bond Emphasis Balanced Account Insurance Co. Pooled Separate Account ** 125,707 * Participant Notes Receivable Interest Rates Range from 8.25% - 12.00% and various maturity dates 0-5 years 0 257,289 ---------- $9,520,605 ========== *Party-in-interest **Participant-directed investments, cost information is omitted. See accompanying independent auditors' report. 10 14 SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. CITADEL BROADCASTING COMPANY 401(k) RETIREMENT SAVINGS PLAN Date: November 30, 2000 By: /s/ DONNA L. HEFFNER --------------------------- Donna L. Heffner 11