SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) March 9, 2004
ORION ACQUISITION CORP. II
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-20837
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(State or other jurisdiction of incorporation) (Commission File No.)
401 WILSHIRE BOULEVARD - 1020
SANTA MONICA CALIFORNIA 90401
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code (310) 526-5000
ITEM 5. OTHER EVENTS AND FD DISCLOSURE
Orion Acquisition Corp. II, on March 9, 2004, entered into a second
promissory note to lend an additional $250,000 to Citadel Media, Inc. for
general working capital and acquisitions. Together with the loan made in
December 2003, Orion has lent an aggregate of $750,000 to Citadel. The loans are
due June 30, 2004, bear interest at the rate of 10% and are secured with
substantially all the assets of Citadel and its subsidiaries. The loans are
convertible in certain circumstances into preferred stock and a warrant of
Citadel. The loans are in anticipation of Orion and Citadel completing
negotiations for the merger of Citadel with Orion, with Orion as the surviving
corporation. The terms of the proposed merger must be finalized and reflected in
a definitive merger agreement. There is no assurance that Orion will be able to
conclude such a merger agreement and any merger will be subject to numerous
conditions and other requirements, including stockholder approval by Citadel and
regulatory filings with the Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
a) Financial Statements
Not applicable
b) Exhibits
10.1 Form Promissory Note of Citadel Media Inc. dated March 9, 2004
10.2 Form of First Modification to the Security Agreement of Citadel
Media Inc. and subsidiaries dated December 9, 2003.
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SIGNATURE PAGE
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 hereunto duly authorized.
Date: March 10, 2004
ORION ACQUISITION CORP. II
By: /s/ Dyana Marlett
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Name: Dyana Marlett
Title: Secretary
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