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Exhibit 99.2
FORM OF
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
13-1/4% SERIES A EXCHANGEABLE PREFERRED STOCK
OF
CITADEL BROADCASTING COMPANY
PURSUANT TO THE PROSPECTUS DATED __________, 1997
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON _________, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE").
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal should
be completed, signed and submitted as follows:
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
(THE "EXCHANGE AGENT")
For Information by Telephone:
(212) 815-2742
By Registered or Certified Mail: By Hand or Overnight Delivery Service:
The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street
(7 East) Corporate Trust Services Window
New York, New York 10286 Ground Level
Attention: Reorganization Section New York, New York 10286
Attention: Reorganization Section, 7 East
By Facsimile Transmission:
(212) 815-6339
(Facsimile Confirmation)
(212) 815-2742
(ORIGINALS OF ALL DOCUMENTS SENT BY FACSIMILE SHOULD BE
SENT PROMPTLY BY REGISTERED OR CERTIFIED MAIL, BY HAND, OR
BY OVERNIGHT DELIVERY SERVICE.)
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION
OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
A VALID DELIVERY.
The undersigned hereby acknowledges receipt of the Prospectus dated
__________, 1997 (the "Prospectus") of Citadel Broadcasting Company, a Nevada
corporation (the "Issuer"), and this Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuer's offer (the "Exchange
Offer") to exchange one share of its 13-1/4% Series B Exchangeable Preferred
Stock (the "Exchange Shares"), which have been registered under the Securities
Act (as hereinafter defined) pursuant to a Registration Statement, for each
share outstanding of its 13-1/4% Series A Exchangeable Preferred Stock (the
"Preferred Shares"), 1,000,000 shares of which are outstanding. Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Prospectus.
The undersigned hereby tenders the Preferred Shares described in Box 1
below (the "Tendered Shares") pursuant to the terms and conditions described in
the Prospectus and this Letter of Transmittal. The undersigned is the
registered owner of all the Tendered Shares and the undersigned represents that
it has received from each beneficial owner of the Tendered Shares ("Beneficial
Owners") a duly completed and executed form of "Instruction to Registered
Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner"
accompanying this Letter of Transmittal, instructing the undersigned to take
the action described in this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the
Tendered Shares, the undersigned hereby exchanges, assigns, and transfers to,
or upon the order of, the Issuer, all rights, title and interest in, to and
under the Tendered Shares.
Please issue the Exchange Shares exchanged for Tendered Shares in the
Name(s) of the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions" below (Box 3), please send or cause to be sent
the certificates for the Exchange Shares (and accompanying documents, as
appropriate) to the undersigned at the address shown below in Box 1.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the true and lawful agent and attorney-in-fact of the
undersigned with respect to the Tendered Shares, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver the Tendered Shares to the Issuer or
cause ownership of the Tendered Shares to be transferred to, or upon the order
of, the Issuer, on the books of the registrar for the Preferred Shares and
deliver all accompanying evidences of transfer and authenticity to, or upon the
order of, the Issuer upon receipt by the Exchange Agent, as the undersigned's
agent, of the Exchange Shares to which the undersigned is entitled upon
acceptance by the Issuer of the Tendered Shares pursuant to the Exchange Offer,
and (ii) receive all benefits and otherwise exercise all rights of beneficial
ownership of the Tendered Shares, all in accordance with the terms of the
Exchange Offer.
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The undersigned understands that tenders of Preferred Shares pursuant
to the procedures described under the caption "The Exchange Offer" in the
Prospectus and in the instructions hereto will constitute a binding agreement
between the undersigned and the Issuer upon the terms and subject to the
conditions of the Exchange Offer, subject only to withdrawal of such tenders on
the terms set forth in the Prospectus under the caption "The Exchange Offer --
Withdrawal of Tenders." All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the undersigned and any
Beneficial Owner(s), and every obligation of the undersigned or any Beneficial
Owners hereunder shall be binding upon the heirs, representatives, successors
and assigns of the undersigned and such Beneficial Owner(s).
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, exchange, assign and transfer the
Tendered Shares and that the Issuer will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges, encumbrances and
adverse claims when the Tendered Shares are acquired by the Issuer as
contemplated herein. The undersigned and each Beneficial Owner will, upon
request, execute and deliver any additional documents reasonably requested by
the Issuer or the Exchange Agent as necessary or desirable to complete and give
effect to the transactions contemplated hereby.
The undersigned hereby represents and warrants that the information
set forth in Box 2 is true and correct.
By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the Exchange Shares to be acquired by the undersigned and any
Beneficial Owner(s) in connection with the Exchange Offer are being acquired by
the undersigned and any Beneficial Owner(s) in the ordinary course of business
of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each
Beneficial Owner are not participating, do not intend to participate, and have
no arrangement or understanding with any person to participate, in the
distribution of the Exchange Shares, (iii) except as otherwise disclosed in
writing herewith, neither the undersigned nor any Beneficial Owner is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Issuer or
any of its subsidiaries and (iv) the undersigned and each Beneficial Owner
acknowledge and agree that any person participating in the Exchange Offer with
the intention or for the purpose of distributing the Exchange Shares must
comply with the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended (together with the rules and regulations
promulgated thereunder, the "Securities Act"), in connection with a secondary
resale of the Exchange Shares acquired by such person and cannot rely on the
position of the staff of the Securities and Exchange Commission (the
"Commission") set forth in the no-action letters that are discussed in the
section of the Prospectus entitled "The Exchange Offer."
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Shares. If the undersigned is a broker-dealer that will receive
Exchange Shares for its own account in exchange for Preferred Shares, it
represents that the Preferred Shares to be exchanged for the
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Exchange Shares were acquired by it as a result of market-making activities or
other trading activities and acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such Exchange Shares pursuant to the Exchange Offer; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
By making the foregoing representation and by delivering a prospectus
in connection with the exchange of Preferred Shares, a broker-dealer will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
_ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED HEREWITH.
_ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE "Use of Guaranteed Delivery" BELOW (Box 4).
_ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE "Use of Book-Entry Transfer"
BELOW (Box 5).
_ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: ___________________________
Address: ________________________
Number of Copies Requested: _____
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
BOX 1
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DESCRIPTION OF PREFERRED SHARES TENDERED
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
NAME(S) AND ADDRESS(ES) OF REGISTERED NUMBER OF
HOLDER(S), EXACTLY AS NAME(S) APPEAR(S) PREFERRED SHARES NUMBER OF
ON CERTIFICATE(S) FOR PREFERRED SHARES CERTIFICATE REPRESENTED BY PREFERRED SHARES
(Please fill in, if blank) NUMBER(S)* CERTIFICATE(S) TENDERED**
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TOTAL
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* Need not be completed by persons tendering by book-entry transfer.
** Unless otherwise indicated in this column, the number of Preferred
Shares represented by all Certificates for Preferred Shares identified
in this Box 1 or delivered to the Exchange Agent herewith shall be
deemed tendered. See Instruction 4.
BOX 2
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BENEFICIAL OWNER(S)
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STATE OF PRINCIPAL RESIDENCE OF EACH NUMBER OF TENDERED SHARES HELD
BENEFICIAL OWNER OF TENDERED SHARES FOR ACCOUNT OF BENEFICIAL OWNER
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BOX 3
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
TO BE COMPLETED ONLY IF EXCHANGE SHARES EXCHANGED FOR PREFERRED SHARES AND
UNTENDERED PREFERRED SHARES ARE TO BE SENT TO SOMEONE OTHER THAN THE
UNDERSIGNED, OR TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.
Mail Exchange Shares and any untendered Preferred Shares to:
Name(s):
_________________________________________________________________________
(PLEASE PRINT)
Address:
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
(INCLUDE ZIP CODE)
Tax Identification or Social Security No.:
_________________________________________________________________________
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BOX 4
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USE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 2)
TO BE COMPLETED ONLY IF PREFERRED SHARES ARE BEING TENDERED BY MEANS OF A
NOTICE OF GUARANTEED DELIVERY.
Name(s) of Registered Holder(s):
_____________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery: _________________________
Name of Institution which Guaranteed Delivery: ______________________________
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BOX 5
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USE OF BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 1)
TO BE COMPLETED ONLY IF DELIVERY OF TENDERED SHARES IS TO BE MADE BY BOOK-ENTRY
TRANSFER.
Name of Tendering Institution: ______________________________________________
Account Number: _____________________________________________________________
Transaction Code Number: ____________________________________________________
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BOX 6
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TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-9
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X ___________________________________ Signature Guarantee
(IF REQUIRED BY INSTRUCTION 5)
X ___________________________________
(SIGNATURE OF REGISTERED HOLDER(S) OR Authorized Signature
AUTHORIZED SIGNATORY)
X ________________________________
Note: The above lines must be signed by the Name: ____________________________
registered holder(s) of Preferred Shares as (PLEASE PRINT)
their name(s) appear(s) on the Certificate(s)
for Preferred Shares or by person(s)
authorized to become registered holder(s)
(evidence of which authorization must be Title: ___________________________
transmitted with this Letter of Transmittal). Name of Firm: ____________________
If signature is by a trustee, executor, (MUST BE AN ELIGIBLE INSTITUTION
administrator, guardian, attorney-in-fact, AS DEFINED IN INSTRUCTION 2)
officer, or other person acting in a fiduciary
or representative capacity, such person must Address: _________________________
set forth his or her full title below. See _________________________
instruction 5. _________________________
(INCLUDE ZIP CODE)
Name(s): ______________________________ Area Code and Telephone Number:
______________________________
Capacity: _____________________________ __________________________________
_____________________________ Dated: ___________________________
Street Address: _______________________
_____________________________
_____________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
_______________________________________
Tax Identification or Social Security Number:
_____________________________________________
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SUBSTITUTE FORM W-9
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PAYOR'S NAME: CITADEL BROADCASTING COMPANY
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SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN _________________________________
THE BOX AT RIGHT AND CERTIFY BY Social security number
FORM W-9 SIGNING AND DATING BELOW
OR
PLEASE FILL IN YOUR NAME
AND ADDRESS BELOW. _________________________________
Employer identification number
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NAME
_________________________
ADDRESS (NUMBER AND
STREET)
_________________________
CITY, STATE AND ZIP
CODE
DEPARTMENT OF THE
TREASURY INTERNAL
REVENUE SERVICE
PAYOR'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN)
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PART 2--Certification--Under Penalties of Perjury, I certify that:
PART 3 --
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be Awaiting TIN _
issued to me) and
(2) I am not subject to back-up withholding
either because (a) I am exempt from back-up
withholding or (b) I have not been notified
by the Internal Revenue Service ("IRS")
that I am subject to back-up withholding as
a result of failure to report all interest PART 4 --
or dividends or (c) the IRS has notified me Exempt _
that I am no longer subject to back-up
withholding.
Certification Instructions--you must cross out
item (2) in Part 2 above if you have been
notified by the IRS that you are subject to
back-up withholding because of underreporting
interest or dividends on your tax return.
However, if after being notified by the IRS that
you were subject to back-up withholding, you
received another notification from the IRS
stating that you are no longer subject to
back-up withholding, do not cross out item (2).
If you are exempt from backup withholding, check
the box in Part 4 above.
SIGNATURE _________________________________ DATE ______, 1997
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACK-UP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT HERETO.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number within 60 days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide a number.
__________________________________________ ___________________________, 1997
Signature Date
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND PREFERRED SHARES. A properly
completed and duly executed copy of this Letter of Transmittal, including
Substitute Form W-9, and any other documents required by this Letter of
Transmittal must be received by the Exchange Agent at its address set forth
herein, and either certificates for Tendered Shares must be received by the
Exchange Agent at its address set forth herein or such Tendered Shares must be
transferred pursuant to the procedures for book-entry transfer described in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering"
(and a confirmation of such transfer received by the Exchange Agent), in each
case prior to 5:00 p.m., New York City time, on the Expiration Date. The method
of delivery of certificates for Tendered Shares, this Letter of Transmittal and
all other required documents to the Exchange Agent is at the election and risk
of the tendering holder and the delivery will be deemed made only when actually
received by the Exchange Agent. If delivery is by mail, registered mail with
return-receipt requested, properly insured, is recommended. Instead of delivery
by mail, it is recommended that the holder use an overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure timely
delivery. No Letter of Transmittal or Preferred Shares should be sent to the
Issuer. Neither the Issuer nor the registrar is under any obligation to notify
any tendering holder of the Issuer's acceptance of Tendered Shares prior to the
closing of the Exchange Offer.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their
Preferred Shares but whose Preferred Shares are not immediately available, and
who cannot deliver their Preferred Shares, this Letter of Transmittal or any
other documents required hereby to the Exchange Agent prior to the Expiration
Date must tender their Preferred Shares according to the guaranteed delivery
procedures set forth below, including completion of Box 4. Pursuant to such
procedures: (i) such tender must be made by or through a firm which is a member
of a recognized Medallion Program approved by the Securities Transfer
Association Inc. (an "Eligible Institution") and the Notice of Guaranteed
Delivery must be signed by the holder; (ii) prior to the Expiration Date, the
Exchange Agent must have received from the holder and the Eligible Institution
a properly completed and duly executed Notice of Guaranteed Delivery (by mail
or hand delivery) setting forth the name and address of the holder, the
certificate number(s) of the Tendered Shares and number of Tendered Shares,
stating that the tender is being made thereby and guaranteeing that, within
five New York Stock Exchange trading days after the Expiration Date, this
Letter of Transmittal together with the certificate(s) representing the
Tendered Shares and any other required documents will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) such properly completed
and executed Letter of Transmittal, as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all Tendered
Shares in proper form for transfer, must be received by the Exchange Agent
within five New York Stock Exchange trading days after the Expiration Date. Any
holder who wishes to tender Preferred Shares pursuant to the guaranteed
delivery procedures described above must ensure that the Exchange Agent
receives the Notice of Guaranteed Delivery relating to such Preferred Shares
prior to 5:00 p.m., New York City time, on the Expiration Date. Failure to
complete the guaranteed delivery procedures outlined above will not, of itself,
affect the validity or effect a revocation of any Letter of Transmittal form
properly completed and executed by an eligible holder who attempted to use the
guaranteed delivery process.
3. BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS. Only a holder in
whose name Tendered Shares are registered on the books of the registrar (or the
legal representative or attorney-in-fact of such registered holder) may execute
and deliver this Letter of Transmittal. Any Beneficial Owner of Tendered Shares
who is not the registered holder must arrange promptly with the registered
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holder to execute and deliver this Letter of Transmittal on his or her behalf
through the execution and delivery to the registered holder of the Instructions
to Registered Holder and/or Book-Entry Transfer Facility Participant from
Beneficial Owner form accompanying this Letter of Transmittal.
4. PARTIAL TENDERS. If less than all Preferred Shares held by the holder are
tendered, the tendering holder should fill in the number of Preferred Shares
tendered in the column labeled "Number of Preferred Shares Tendered" of the box
entitled "Description of Preferred Shares Tendered" (Box 1) above. All
Preferred Shares delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If all Preferred Shares held by the holder
are not tendered, then Preferred Shares for the Preferred Shares not tendered
and Exchange Shares issued in exchange for any Preferred Shares tendered and
accepted will be sent to the holder at his or her registered address, unless a
different address is provided in the appropriate box on this Letter of
Transmittal, as soon as practicable following the Expiration Date.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder(s) of the Tendered Shares, the signature must correspond with
the name(s) as written on the face of the certificate for the Tendered Shares
without alteration, enlargement or any change whatsoever.
If any of the Tendered Shares are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Shares are held in different names, it will be necessary to complete, sign and
submit as many separate copies of the Letter of Transmittal as there are
different names in which Tendered Shares are held.
If this Letter of Transmittal is signed by the registered holder(s) of
Tendered Shares, and Exchange Shares issued in exchange therefor are to be
issued (and any untendered Preferred Shares to be reissued) in the name of the
registered holder(s), then such registered holder(s) need not and should not
endorse any Tendered Shares, nor provide a separate stock power. In any other
case, such registered holder(s) must either properly endorse the Tendered
Shares or transmit a properly completed stock power with this Letter of
Transmittal, with the signature(s) on the endorsement or stock power guaranteed
by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any Tendered Shares, such Tendered Shares must be
endorsed or accompanied by appropriate stock powers, in each case, signed as
the name(s) of the registered holder(s) appear(s) on the Tendered Shares, with
the signature(s) on the endorsement or stock power guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Tendered Shares or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by
the Issuer, evidence satisfactory to the Issuer of their authority to so act
must be submitted with this Letter of Transmittal.
Endorsements on Tendered Shares or signatures on stock powers required by
this Instruction 5 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Tendered Shares are tendered (i) by a registered holder
who has not completed the box set forth herein entitled "Special Delivery
Instructions" (Box 3) or (ii) by an Eligible Institution.
6. SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate, in the
applicable box (Box 3), the name and address to which the Exchange Shares
and/or substitute Preferred Shares for
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Preferred Shares not tendered or not accepted for exchange are to be sent, if
different from the name and address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated.
7. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any,
applicable to the exchange of Tendered Shares pursuant to the Exchange Offer.
If, however, a transfer tax is imposed for any reason other than the transfer
and exchange of Tendered Shares pursuant to the Exchange Offer, then the amount
of any such transfer taxes (whether imposed on the registered holder or on any
other person) will be payable by the tendering holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with this
Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Tendered Shares listed in this Letter
of Transmittal.
8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that the
holder(s) of any Tendered Shares which are accepted for exchange must provide
the Issuer (as payor) with its correct taxpayer identification number ("TIN"),
which, in the case of a holder who is an individual, is her or her social
security number. If the Issuer is not provided with the correct TIN, the holder
may be subject to backup withholding and a $50 penalty imposed by the Internal
Revenue Service. (If withholding results in an over-payment of taxes, a refund
may be obtained.) Certain holders (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding
and reporting requirements.
To prevent backup withholding, each holder of Tendered Shares must provide
such holder's correct TIN by completing the Substitute Form W-9 set forth
herein, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN), and that (i) the holder has not been notified by the Internal
Revenue Service that such holder is subject to backup withholding as a result
of failure to report all interest or dividends or (ii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to backup
withholding.
The Issuer reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Issuer's obligation regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of Tendered Shares will
be determined by the Issuer in its sole discretion, which determination will be
final and binding. The Issuer reserves the right to reject any and all
Preferred Shares not validly tendered or any Preferred Shares the Issuer's
acceptance of which would, in the opinion of the Issuer or its counsel, be
unlawful. The Issuer also reserves the right to waive any conditions of the
Exchange Offer or defects or irregularities in tenders of Preferred Shares as
to any ineligibility of any holder who seeks to tender Preferred Shares in the
Exchange Offer. The interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) by the
Issuer shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Preferred Shares must be cured
within such time as the Issuer shall determine. Neither the Issuer, the
Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Preferred
Shares, nor shall any of them incur any liability for failure to give such
notification. Tenders of Preferred Shares received by the Exchange Agent that
are not properly tendered and as to which the defects or irregularities have
not been cured or waived will be returned by the Exchange Agent to the
tendering holders, unless otherwise provided in this Letter of Transmittal, as
soon as practicable following the Expiration Date.
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10. WAIVER OF CONDITIONS. The Issuer reserves the absolute right to amend,
waive or modify any of the conditions in the Exchange Offer in the case of any
Tendered Shares.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular or
contingent tender of Preferred Shares or transmittal of this Letter of
Transmittal will be accepted.
12. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any tendering holder
whose certificate(s) for Preferred Shares have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated herein for
further instructions.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus or this Letter
of Transmittal may be directed to the Exchange Agent at the address indicated
herein. Holders may also contact their broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Exchange Offer.
14. ACCEPTANCE OF TENDERED SHARES AND ISSUANCE OF EXCHANGE SHARES; RETURN OF
PREFERRED SHARES. Subject to the terms and conditions of the Exchange Offer,
the Issuer will accept for exchange all validly tendered Preferred Shares as
soon as practicable after the Expiration Date and will issue Exchange Shares
therefor as soon as practicable thereafter. For purposes of the Exchange Offer,
the Issuer shall be deemed to have accepted tendered Preferred Shares when, as
and if the Issuer has given written or oral notice (immediately followed in
writing) thereof to the Exchange Agent. If any Tendered Shares are not
exchanged pursuant to the Exchange Offer for any reason, such unexchanged
Preferred Shares will be returned, without expense, to the undersigned at the
address shown in Box 1 or at a different address as may be indicated herein
under "Special Delivery Instructions" (Box 3).
15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the procedures set
forth in the Prospectus under the caption "The Exchange Offer."
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NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
13-1/4% SERIES A EXCHANGEABLE PREFERRED STOCK
OF
CITADEL BROADCASTING COMPANY
PURSUANT TO THE PROSPECTUS DATED __________, 1997
This form must be used by a holder of 13-1/4% Series A Exchangeable
Preferred Stock (the "Preferred Shares") of Citadel Broadcasting Company, a
Nevada corporation (the "Company"), who wishes to tender Preferred Shares to
the Exchange Agent pursuant to the guaranteed delivery procedures described in
"The Exchange Offer -- Guaranteed Delivery Procedures" of the Company's
Prospectus dated __________, 1997 (the "Prospectus") and in Instruction 2 to
the related Letter of Transmittal. Any holder who wishes to tender Preferred
Shares pursuant to such guaranteed delivery procedures must ensure that the
Exchange Agent receives this Notice of Guaranteed Delivery prior to the
Expiration Date of the Exchange Offer. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus or the Letter of
Transmittal.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON _________, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE").
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
(THE "EXCHANGE AGENT")
For Information by Telephone:
(212) 815-2742
By Registered or Certified Mail: By Hand or Overnight Delivery Service:
The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street
(7 East) Corporate Trust Services Window
New York, New York 10286 Ground Level
Attention: Reorganization Section New York, New York 10286
Attention: Reorganization Section, 7 East
By Facsimile Transmission:
(212) 815-6339
(Facsimile Confirmation)
(212) 815-2742
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(ORIGINALS OF ALL DOCUMENTS SENT BY FACSIMILE SHOULD BE
SENT PROMPTLY BY REGISTERED OR CERTIFIED MAIL, BY HAND, OR
BY OVERNIGHT DELIVERY SERVICE.)
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR TRANSMISSION
OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject to
the conditions set forth in the Prospectus, and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the Preferred Shares set
forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus and in Instruction 2 of the Letter of Transmittal.
The undersigned hereby tenders the Preferred Shares listed below:
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CERTIFICATE NUMBER(S) (IF KNOWN OF NUMBER OF PREFERRED SHARES REPRESENTED NUMBER OF PREFERRED
PREFERRED SHARES OR ACCOUNT NUMBER SHARES TENDERED
AT THE BOOK-ENTRY FACILITY
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PLEASE SIGN AND COMPLETE
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Signatures of Registered Holder(s) or
Authorized Signatory: _________________________ Date: ________, 1997
_______________________________________________ Address: __________________________________
_______________________________________________ ___________________________________________
Name(s) of Registered Holder(s): ______________ Area Code and Telephone No. _______________
_______________________________________________
_______________________________________________
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This Notice of Guaranteed Delivery must be signed by the holder(s) exactly
as their name(s) appear on certificates for Preferred Shares or on a security
position listing as the owner of Preferred Shares, or by person(s) authorized
to become holder(s) by endorsements and documents transmitted with this Notice
of Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.
Please print name(s) and address(es)
Name(s): _________________________________________________________________
__________________________________________________________________________
Capacity: ________________________________________________________________
Address(es): _____________________________________________________________
__________________________________________________________________________
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), together with the certificates for
Preferred Shares tendered hereby in proper form for transfer (or confirmation
of the book-entry transfer of such Preferred Shares into the Exchange Agent's
account at the Book-Entry Transfer Facility described in the Prospectus under
the caption "The Exchange Offer -- Guaranteed Delivery Procedures" and in the
Letter of Transmittal) and any other required documents, all by 5:00 p.m., New
York City time, on the fifth New York Stock Exchange trading day following the
Expiration Date.
Name of firm ________________________ ____________________________________
(Authorized Signature)
Address _____________________________ Name _______________________________
(Please Print)
_________________________ Title ______________________________
(Include Zip Code)
Area Code and Tel. No. ______________ Dated ___________________, 1997
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at its address set forth herein prior to the Expiration
Date. The method of delivery of this Notice of Guaranteed Delivery and any
other required documents to the Exchange Agent is at the election and sole risk
of the holder, and the delivery will be deemed made only when actually received
by the Exchange Agent. If delivery is by mail, registered mail with
return-receipt requested, properly insured, is recommended. As an alternative
to delivery by mail, the holders may wish to consider using an overnight or
hand delivery service. In all cases, sufficient time should be allowed to
assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 2 of the Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Preferred
Shares referred to herein, the signature must correspond with the name(s)
written on the face of the certificate for the Preferred Shares without
alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed
Delivery is signed by a participant of the Book-Entry Transfer Facility whose
name appears on a security position listing as the owner of the Preferred
Shares, the signature must correspond with the name shown on the security
position listing as the owner of the Preferred Shares.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Preferred Shares listed or a participant of the
Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate stock powers, signed as the name of the registered
holder(s) appears on the Preferred Shares or signed as the name of the
participant is shown on the Book-Entry Transfer Facility's security position
listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. Request for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus or the Letter
of Transmittal may be directed to the Exchange Agent at the address specified
in the Prospectus. Holders may also contact their broker, dealer, commercial
bank, trust company, or other nominee for assistance concerning the Exchange
Offer.
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INSTRUCTIONS TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
OF
CITADEL BROADCASTING COMPANY
13-1/4% SERIES A EXCHANGEABLE PREFERRED STOCK
To Registered Holder and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated
__________, 1997 (the "Prospectus") of Citadel Broadcasting Company, a Nevada
corporation (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer"). Capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus or the Letter of Transmittal.
This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to action to be taken by you relating to the Exchange
Offer with respect to the shares of 13-1/4% Series A Exchangeable Preferred
Stock (the "Preferred Shares") held by you for the account of the undersigned.
The number of Preferred Shares held by you for the account of the
undersigned is (FILL IN NUMBER):
__________ shares of the 13-1/4% Series A Exchangeable Preferred Stock.
With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
_ TO TENDER the following Preferred Shares held by you for the account
of the undersigned (INSERT NUMBER OF PREFERRED SHARES TO BE TENDERED,
IF ANY): ______________________
_ NOT TO TENDER any Preferred Shares held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Preferred Shares held by you
for the account of the undersigned, it is understood that you are authorized
(a) to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to the
undersigned as a beneficial owner, including but not limited to the
representations that (i) the undersigned's principal residence is in the state
of (FILL IN STATE) ________________________, (ii) the undersigned is acquiring
the Exchange Shares in the ordinary course of business of the undersigned,
(iii) the undersigned is not participating, does not participate, and has no
arrangement or understanding with any person to participate, in the
distribution of the Exchange Shares, (iv) the undersigned acknowledges that any
person participating in the Exchange Offer for the purpose of distributing the
Exchange Shares must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the "Act"), in
connection with a secondary resale transaction of the
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Exchange Shares acquired by such person and cannot rely on the position of the
staff of the Securities and Exchange Commission set forth in no-action letters
that are discussed in the section of the Prospectus entitled "The Exchange
Offer -- Resale of the Series B Preferred Shares," and (v) the undersigned is
not an "affiliate," as defined in Rule 405 under the Act, of the Company or any
of its subsidiaries; (b) to agree on behalf of the undersigned, as set forth in
the Letter of Transmittal, and (c) to take such other action as necessary under
the Prospectus or the Letter of Transmittal to effect the valid tender of such
Preferred Shares.
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SIGN HERE
Name of beneficial owner(s): _______________________________________________
Signature(s): ______________________________________________________________
Name (please print): _______________________________________________________
Address: ___________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
Telephone number: __________________________________________________________
Taxpayer Identification or Social Security Number: _________________________
Date: ______________________________________________________________________
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