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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 BROADCASTING COMPANY
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(Exact name of registrant as specified in its charter)
333-36771
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(Commission file number)
Nevada 86-0703641
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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 offices) (Zip Code)
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 (the "Company") 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
the Company were approximately $111.0 million. The Company 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, the Company 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 the Company does not presently own any
other radio stations, for an aggregate purchase price of $77.0 million in cash.
The Company has delivered an irrevocable letter of credit in favor of Wicks in
the amount of $5.0 million to secure certain of the Company'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 the Company 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 the Company 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 BROADCASTING COMPANY
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
Exhibit
No.
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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.