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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) January 15, 2001
Citadel Broadcasting Company
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
333-36771 86-0703641
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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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This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
are based largely on current expectations and projections about future events
affecting Citadel Broadcasting Company's business. The word "will" and similar
words are intended to identify forward-looking statements. In addition, any
statements that refer to expectations or other characterizations of future
events or circumstances are forward-looking statements. The forward-looking
statements in this report are subject to risks, uncertainties and assumptions
including, among other things:
o the satisfaction of various conditions to closing of the merger
transaction described in this report, and
o the impact of current or pending legislation and regulation.
In light of these risks and uncertainties, the forward-looking events
and circumstances discussed in this report might not transpire. Citadel
Broadcasting undertakes no obligation to publicly update or revise any
forward-looking statements because of new information, future events or
otherwise.
ITEM 5. OTHER EVENTS
As previously reported, on January 15, 2001, Citadel Communications
Corporation, the parent of Citadel Broadcasting Company, entered into an
Agreement and Plan of Merger, with FLCC Holdings, Inc., a Delaware corporation
and an affiliate of Forstmann Little & Co., under which FLCC Acquisition Corp.,
a Nevada corporation and a wholly owned subsidiary of FLCC Holdings, Inc., will
merge with and into Citadel Communications. Pursuant to the merger, each issued
and outstanding share of common stock of Citadel Communications will be
converted into the right to receive $26.00 in cash. A copy of the Agreement and
Plan of Merger and related documents are filed with this report.
The completion of this transaction is subject to various conditions,
including approval of the Agreement and Plan of Merger and the merger by the
stockholders of Citadel Communications, Federal Communications Commission
consent to transfer of control of the station licenses and the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Acts of 1976, as amended.
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:
2.1 Agreement and Plan of Merger dated as of January 15, 2001 by and
between Citadel Communications Corporation and FLCC Holdings, Inc.
2.2 Letter Agreement dated January 15, 2001 by and between Citadel
Communications Corporation and FLCC Holdings, Inc.
2.3 Guarantee dated February 15, 2001 made by Forstmann Little & Co.
Subordinated Debt and Equity Management Buyout Partnership - VII, L.P.
and Forstmann Little & Co. Equity Partnership - VI, L.P.
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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 BROADCASTING COMPANY
Date: January 23, 2001 By: /s/ Lawrence R. Wilson
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Lawrence R. Wilson
Chairman and Chief Executive Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated as of January 15, 2001 by and
between Citadel Communications Corporation and FLCC Holdings, Inc.
2.2 Letter Agreement dated January 15, 2001 by and between Citadel
Communications Corporation and FLCC Holdings, Inc.
2.3 Guarantee dated February 15, 2001 made by Forstmann Little & Co.
Subordinated Debt and Equity Management Buyout Partnership - VII, L.P.
and Forstmann Little & Co. Equity Partnership - VI, L.P.