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EXHIBIT 3(i)(a)
CERTIFICATE OF
RESTATED ARTICLES OF INCORPORATION
OF
CITADEL BROADCASTING COMPANY
The undersigned, being the President and Secretary, respectively, of Citadel
Broadcasting Company (the "Corporation"), a corporation organized and existing
under the laws of the State of Nevada, do hereby declare and state that:
FIRST: The name of the corporation is Citadel Broadcasting Company, the
date of filing of its original Certificate of Incorporation with the Secretary
of State of the State of Nevada was August 21, 1991; the date of filing of the
Certificate of Amended and Restated Certificate of Incorporation with the
Nevada Secretary of State was July 24, 1992; the date of filing of the
Certificate of Second Amended and Restated Certificate of Incorporation with
the Nevada Secretary of State was May 4, 1993; the date of filing of the
Certificate of Amendment to Certificate of Incorporation with the Nevada
Secretary of State was October 1, 1993; and the date of filing of the
Certificate of Amendment to Certificate of Incorporation with the Nevada
Secretary of State was April 26, 1994.
SECOND: These Amended and Restated Articles of Incorporation have been duly
adopted in accordance with the provisions of Sections 78.385, 78.390 and 78.403
of the Nevada Revised Statutes. The sole stockholder of the Corporation has
duly adopted a resolution to amend and restate the Certificate of
Incorporation, as set forth in these Restated Articles of Incorporation.
THIRD: The text of the Certificate of Incorporation is hereby amended and
restated to read as herein set forth in full:
ARTICLE I
NAME OF THE CORPORATION
The name of this corporation is Citadel Broadcasting Company.
ARTICLE II
REGISTERED AGENT AND REGISTERED OFFICE
The address of the Corporation's registered office in the State of Nevada is
c/o The Corporation Trust Company of Nevada, One East First Street, City of
Reno, County of Washoe, State of Nevada. The name of its resident agent at
such address is The Corporation Trust Company of Nevada.
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ARTICLE III
PURPOSE OF THE CORPORATION
The purpose of the Corporation is to engage in any or all lawful activity
for which corporations may be organized under the General Corporation Law of
the State of Nevada.
ARTICLE IV
CAPITAL STOCK; FCC MATTERS
4.1. Total Number of Shares of Stock. The total number of shares of stock
of all classes that the Corporation shall have authority to issue is 4,136,300.
The authorized capital stock is divided into 4,000,000 shares of Preferred
Stock, no par value (the "Preferred Stock"), and 136,300 shares of Common
Stock, $0.001 par value per share (the "Common Stock"). The shares of the
Corporation, after the subscription price therefor has been paid, shall not be
subject to assessment to pay the debts of the Corporation, and no shares issued
as fully paid up shall ever be assessable or assessed.
4.2 Preferred Stock.
(a) The shares of Preferred Stock of the Corporation may be issued from
time to time in one or more classes or series thereof, the shares of each class
or series thereof to have such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as are stated and expressed herein or in the resolution
or resolutions providing for the issuance of such class or series, adopted by
the Board of Directors as hereinafter provided. All shares of the same class
and series of Preferred Stock will be identical, but shares of different
classes or series of Preferred Stock need not be identical or rank equally
except as provided by law or herein.
(b) Authority is hereby expressly granted to the Board of Directors of the
Corporation, subject to the provisions of this Article IV and to the
limitations prescribed by the Nevada General Corporation Law, to authorize the
issue of one or more classes, or series thereof, of Preferred Stock and with
respect to each such class or series to fix by the resolution or resolutions
providing for the issue of such class or series the voting powers, full or
limited, if any, of the shares of such class or series and the designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof. The authority of the
Board of Directors with respect to each class or series thereof shall include,
but not be limited to, the determination or fixing of the following:
(i) the maximum number of shares to constitute such class or series,
which may subsequently be increased or decreased (but not below the number of
shares of
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that class or series then outstanding) by resolution of the Board of Directors,
the distinctive designation thereof and the stated value thereof if different
than the par value thereof;
(ii) the dividend rate of such class or series, the conditions and dates
upon which such dividends shall be payable, the relation which such dividends
shall bear to the dividends payable on any other class or classes of stock or
any other series of any class of stock of the Corporation, and whether such
dividends shall be cumulative or noncumulative;
(iii) whether the shares of such class or series shall be subject to
redemption by the Corporation and, if made subject to such redemption, the
times, prices and other terms and conditions of such redemption;
(iv) the terms and amount of any sinking fund established for the purchase
or redemption of the shares of such class or series;
(v) whether or not the shares of such class or series shall be
convertible into or exchangeable for shares of any other class or classes of
any stock or any other series of any class of stock of the Corporation, and, if
provision is made for conversion or exchange, the times, prices, rates,
adjustments, and other terms and conditions of such conversion or exchange;
(vi) the extent, if any, to which the holders of shares of such class or
series shall be entitled to vote with respect to the election of directors or
otherwise;
(vii) the restrictions, if any, on the issue or reissue of any additional
shares of Preferred Stock;
(viii) whether or not the issue of any additional shares of any such class
or series or of any other class or series in addition to such class or series
shall be subject to restrictions in addition to the restrictions, if any, on
the issue of additional shares imposed in the resolution or resolutions fixing
the terms of any outstanding class or series of Preferred Stock theretofore
issued pursuant to this Section 4.2 and, if subject to additional restrictions,
the extent of such additional restrictions; and
(ix) the rights of the holders of the shares of such class or series upon
the dissolution, liquidation or winding up of, or upon the distribution of
assets of, the Corporation.
For purposes of this Section 4.2, the voluntary sale, conveyance, lease,
exchange or transfer of all or substantially all the property or assets of the
Corporation or a consolidation or merger of the Corporation with one or more
other corporations (whether or not the Corporation is the corporation surviving
such consolidation or merger) shall not be deemed
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to be a liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary.
The Board of Directors of the Corporation is further expressly vested with the
authority to make the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of any class or series of Preferred
Stock dependent upon facts ascertainable outside this Certificate of
Incorporation or of any amendment hereto, or outside the resolutions or
resolutions providing for the issuance of such stock adopted by the Board of
Directors, provided that the manner in which such facts shall operate upon the
voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of such class or series of Preferred Stock is
clearly and expressly set forth in the resolution or resolutions providing for
the issue of such stock adopted by the Board of Directors of the Corporation.
(c) Before any dividends shall be declared or paid or any distribution
ordered or made upon the Common Stock (other than a dividend payable in Common
Stock), the Corporation shall comply with the dividend and sinking fund
provisions, if any, of any resolution or resolutions providing for the issuance
of any class or series of Preferred Stock any shares of which shall at the time
be outstanding. Subject to the foregoing sentence, the holders of Common Stock
shall be entitled, to the exclusion of the holders of Preferred Stock of any
and all classes and series, to receive such dividends as from time to time may
be declared by the Board of Directors of the Corporation.
4.3 Common Stock. Except as otherwise provided in this Certificate of
Incorporation, holders of Common Stock shall be entitled to one vote for each
share of Common Stock held by them on each matter on which they are entitled to
vote. The holders of Common Stock shall be entitled to participate share for
share in any cash dividend which may be declared from time to time on the
Common Stock of the Corporation by the Board of Directors and to receive pro
rata the net assets of the Corporation on dissolution, liquidation or winding
up of the Corporation, in both cases subject to all amounts to which the
holders of Preferred Stock are entitled to receive or have set aside.
4.4 FCC Matters. In accordance with the Federal Communications Act of
1934, as amended ("Communications Act"), and the rules, regulations and
policies promulgated by the FCC thereunder ("FCC Regulations"), the Board of
Directors of the Corporation may: (a) prohibit the ownership or voting of more
than 20% of the Corporation's outstanding capital stock by or for the account
of aliens or their representatives or by a foreign government or representative
thereof or by any corporation organized under the laws of a foreign country
(collectively "Aliens"), or by or for corporations of which any officer is an
Alien, more than one-fourth of its directors are Aliens, or of which more than
one-fourth of its capital stock is owned of record or voted by Aliens, or by
any other entity that is (i) subject to or deemed to be subject to management
influence by Aliens or (ii) the equity of which is owned, controlled by, or
held for the benefit of, Aliens in a manner that would cause the Corporation to
be in violation of the Communications Act or the FCC
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Regulations; (b) prohibit any transfer of the Corporation's stock which would
cause more than 20% of the Corporation's outstanding capital stock to be owned
or voted by or for any person or entity designated in foregoing clause (a); and
(c) 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 the Corporation to violate or otherwise result in
violation of any provision of the Communications Act or the FCC Regulations.
Notwithstanding any provisions contained herein to the contrary, if prior
approvals must be obtained from the FCC (the "FCC Approvals"), (i) no
stockholder other than the holders of Common Stock shall possess any voting
rights except as permitted by law; (ii) no stockholder other than the holders
of Common Stock may nominate, appoint or designate any member of the Board of
Directors; and (iii) no stockholder shall be entitled to exercise any
conversion rights or voting rights, until the FCC Approvals have been obtained.
ARTICLE V
LIABILITY
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 capacity as an officer or a director in any action
brought by or on behalf of the Corporation or any of its shareholders.
ARTICLE VI
INDEMNIFICATION
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.
ARTICLE VII
DURATION
The duration of the corporation shall be perpetual.
ARTICLE VIII
NO PREEMPTIVE RIGHTS
The shareholders of the corporation shall have no preemptive rights.
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ARTICLE IX
BOARD OF DIRECTORS
The members of the governing board of the Corporation shall be styled as
directors. The number of directors constituting the current Board of Directors
is eight (8), and the number of directors shall be as fixed from time to time
pursuant to the provisions contained in the Bylaws. The names and addresses of
the current directors are:
Lawrence R. Wilson John E. von Schlegell Michael J. Ahearn
1015 Eastman Drive The Endeavour Capital c/o Satloc, Inc.
Bigfork, MT 59911 Fund Limited 4670 South Ash Avenue
Partnership Tempe, AZ 85282
4380 SW Macadem
Suite 460
Portland, OR 97201
Scott E. Smith Christopher P. Hall J. Walter Corcoran
200 West Madison Street Piliero, Goldstein, Oxford Analytical
Suite 3510 Jenkins & Hall 200 Park Avenue
Chicago, IL 60606 392 Madison Avenue New York, NY 10166
New York, NY 10017
Mark A. Leavitt Harlan A. Levy
c/o Prudential 444 East 86th Street
Securities New York, NY 10028
Incorporated
1 New York Plaza
New York, NY 10273
DATED: June 30, 1997.
(Signatures follow on next page)
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CITADEL BROADCASTING
COMPANY, a Nevada corporation
By: /s/ Lawrence R. Wilson
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Lawrence R. Wilson
President
By: /s/ Donna L. Heffner
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Donna L. Heffner
Secretary
STATE OF N.Y. )
--------- ) SS:
COUNTY OF N.Y. )
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The foregoing instrument was acknowledged before me this 30th day of June,
1997, by Lawrence R. Wilson, President of Citadel Broadcasting Company.
Elaine Gerace
------------------------
Notary Public
[SEAL:
My Commission Expires: ELAINE GERACE
Notary Public, State of New York
01GE4996717
Qualified in Queens County
Commission Expires on May 18, 1998]
STATE OF N.Y. )
--------- ) SS:
COUNTY OF N.Y. )
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The foregoing instrument was acknowledged before me this 30th day of June,
1997, by Donna L. Heffner, Secretary of Citadel Broadcasting Company.
Elaine Gerace
------------------------
Notary Public
[SEAL:
ELAINE GERACE
Notary Public, State of New York
01GE4996717
My Commission Expires: Commission Expires May 18, 1998]
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