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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) November 19, 1998
CITADEL COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
000-24515
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(Commission file number)
Nevada 86-0748219
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
140 South Ash Avenue, Tempe, Arizona 85281
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (602) 731-5222
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ITEM 5. OTHER EVENTS.
On November 19, 1998, Citadel Broadcasting Company ("CBC"), a subsidiary
of Citadel Communications Corporation, sold an aggregate of $115.0 million in
principal amount of its 9-1/4% Senior Subordinated Notes due 2008 (the "Notes")
in a private placement transaction. The aggregate sale price was $115.0 million,
and the aggregate net proceeds to CBC were approximately $111.0 million. CBC
repaid all amounts outstanding under its revolving credit facility, and it
intends to use the remaining net proceeds to finance acquisitions and for
general corporate purposes.
On November 23, 1998, CBC entered into an Asset Purchase Agreement with
Wicks Broadcasting Group Limited Partnership and certain related entities
(collectively, "Wicks") to acquire a total of ten FM and six AM radio stations
in Charleston, South Carolina, Binghamton, New York and Muncie and Kokomo,
Indiana, each a market where CBC does not presently own any other radio
stations, for an aggregate purchase price of $77.0 million in cash. CBC has
delivered an irrevocable letter of credit in favor of Wicks in the amount of
$5.0 million to secure certain of CBC's obligations under the asset purchase
agreement. The asset purchase agreement contains customary representations and
warranties of the parties, and consummation of the transaction is subject to
certain conditions including (i) the receipt of the Federal Communications
Commission's consent to the transfer of the station licenses to CBC or its
subsidiary, Citadel License, Inc., (ii) the expiration or termination of the
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and (iii) the receipt of consents to the assignment to
CBC of certain material contracts relating to the stations.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are filed as part of this report.
2.1 Asset Purchase Agreement dated November 23, 1998 by and among Wicks
Broadcasting Group Limited Partnership, WBG License Co., L.L.C.,
Butternut Broadcasting Company, Inc., WBG Birmingham License Co.,
Inc. and Citadel Broadcasting Company (to be filed by amendment).
4.1 Indenture dated as of November 19, 1998 among Citadel Broadcasting
Company, Citadel License, Inc. and The Bank of New York, as Trustee,
with the form of 9-1/4% Senior Subordinated Notes due 2008 included
therein.
10.1 Tenth Amendment to Loan Instruments dated November 3, 1998 among
Citadel Communications Corporation, Citadel Broadcasting Company,
Citadel License, Inc., FINOVA Capital Corporation and the Lenders
party thereto.
10.2 Eleventh Amendment to Loan Instruments dated November 17, 1998 among
Citadel Communications Corporation, Citadel Broadcasting Company,
Citadel License, Inc., FINOVA Capital Corporation and the Lenders
party thereto.
10.3 Twelfth Amendment to Loan Instruments dated November 19, 1998 among
Citadel Communications Corporation, Citadel Broadcasting Company,
Citadel License, Inc., FINOVA Capital Corporation and the Lenders
party thereto.
99.1 Press Release dated November 19, 1998.
99.2 Press Release dated November 23, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CITADEL COMMUNICATIONS CORPORATION
Date: November 30, 1998 By: /s/ Lawrence R. Wilson
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Lawrence R. Wilson
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: November 30, 1998 By: /s/ Donna L. Heffner
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Donna L. Heffner
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
2.1 Asset Purchase Agreement dated November 23, 1998 by and
among Wicks Broadcasting Group Limited Partnership, WGB
License Co., L.L.C., Butternut Broadcasting Company, Inc.,
WBG Birmingham License Co., Inc. and Citadel Broadcasting
Company (to be filed by amendment).
4.1 Indenture dated as of November 19, 1998 among Citadel
Broadcasting Company, Citadel License, Inc. and The Bank of
New York, as Trustee, with the form of 9-1/4% Senior
Subordinated Notes due 2008 included therein.
10.1 Tenth Amendment to Loan Instruments dated November 3, 1998
among Citadel Communications Corporation, Citadel Broadcasting
Company, Citadel License, Inc., FINOVA Capital Corporation and
the Lenders party thereto.
10.2 Eleventh Amendment to Loan Instruments dated November 17,
1998 among Citadel Communications Corporation, Citadel
Broadcasting Company, Citadel License, Inc., FINOVA Capital
Corporation and the Lenders party thereto.
10.3 Twelfth Amendment to Loan Instruments dated November 19,
1998 among Citadel Communications Corporation, Citadel
Broadcasting Company, Citadel License, Inc., FINOVA Capital
Corporation and the Lenders party thereto.
99.1 Press Release dated November 19, 1998.
99.2 Press Release dated November 23, 1998.