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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) June 25, 1999
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Citadel Broadcasting Company
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State of 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, 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 and
financial trends affecting Citadel Broadcasting Company's business. The words
intends, anticipates and similar words are intended to identify forward- looking
statements. The forward-looking statements in this report are subject to risks,
uncertainties and assumptions including, among other things:
o the realization of Citadel Broadcasting's business strategy,
o general economic and business conditions, both nationally and in
Citadel Broadcasting's radio markets,
o Citadel Broadcasting's expectations and estimates concerning future
financial performance, financing plans and the impact of competition,
o anticipated trends in Citadel Broadcasting's industry, and
o the impact of current or pending legislation and regulation and
antitrust considerations.
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 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1999, Citadel Broadcasting Company completed its
acquisition of substantially all of the assets of radio stations WSSX-FM,
WWWZ-FM, WMGL-FM, WSUY-FM, WNKT-FM, WTMA-AM, WTMZ-AM and WXTC-AM, Charleston,
South Carolina, WHWK-FM, WYOS-FM, WAAL-FM, WNBF-AM and WKOP-AM, Binghamton, New
York, WMDH-FM and WMDH-AM, Muncie, Indiana and WWKI-FM, Kokomo, Indiana, for an
aggregate purchase price, subject to certain adjustments, of approximately $76.9
million in cash. The assets were purchased from Wicks Broadcast Group Limited
Partnership, WBG License Co., L.L.C., Butternut Broadcasting Company, Inc. and
WBG Binghamton License Co., Inc. Proceeds from Citadel Communications
Corporation's public offering of shares of its common stock described in Item 5
of this report were used to fund the acquisition.
The parties completed this transaction prior to receipt of a final
order from the Federal Communications Commission. Until the order becomes final,
third parties may file a request for reconsideration or judicial review or the
FCC may reconsider the initial grant on its own motion. Such action could expose
the parties to a modification or set aside of the initial approval. There can be
no assurance that a modification or set aside will not occur.
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ITEM 5. OTHER INFORMATION.
On June 25, 1999, Citadel Communications Corporation, Citadel
Broadcasting Company's parent, consummated a public offering of 11,500,000
shares of its common stock at a public offering price of $29.25 per share. Of
such shares, 5,000,000 shares were sold by Citadel Communications and 6,500,000
shares were sold by certain stockholders of Citadel Communications. Estimated
net proceeds to Citadel Communications from the offering were approximately
$139.4 million. Of these net proceeds, approximately $76.9 million (which amount
remains subject to certain adjustments) was used to fund the acquisition
described in Item 2 of this report. Citadel Communications intends to use the
remaining net proceeds of the offering to permit Citadel Broadcasting to redeem
35% of its outstanding 13 1/4% Exchangeable Preferred Stock and to fund
anticipated radio station acquisitions. Citadel Communications did not receive
any of the proceeds from the sale of shares by the selling stockholders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses to be Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
The following exhibits are filed as part of this report:
2 Asset Purchase Agreement dated November 23, 1998 by and among Wicks
Broadcast Group Limited Partnership, WBG License Co., L.L.C., Butternut
Broadcasting Company, Inc., WBG Binghamton License Co., Inc. and
Citadel Broadcasting Company (incorporated by reference to Exhibit 2.1
to Citadel Broadcasting Company's Current Report on Form 8-K/A filed
December 16, 1998).
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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: July 7, 1999 By: /s/ Lawrence R. Wilson
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Lawrence R. Wilson
Chairman and Chief Executive Officer
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EXHIBIT INDEX
2 Asset Purchase Agreement dated November 23, 1998 by and among Wicks
Broadcast Group Limited Partnership, WBG License Co., L.L.C., Butternut
Broadcasting Company, Inc., WBG Binghamton License Co., Inc. and
Citadel Broadcasting Company (incorporated by reference to Exhibit 2.1
to Citadel Broadcasting Company's Current Report on Form 8-K/A filed
December 16, 1998).