Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GA4RLezUFHIWhRbofBJwxpxYlRTNKPCZshyTzmzaxkn8qyZNFZ7OZs4HyUS4QtYQ Ksc6gy/t0EKp5iS+R9O55w== 0001193125-11-032810.txt : 20110211 0001193125-11-032810.hdr.sgml : 20110211 20110211162549 ACCESSION NUMBER: 0001193125-11-032810 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: DANIEL S. LOEB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL BROADCASTING CORP CENTRAL INDEX KEY: 0001174527 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 510405729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79629 FILM NUMBER: 11599477 BUSINESS ADDRESS: STREET 1: 7201 W LAKE MEAD BLVD STREET 2: SUITE 400 CITY: LAS VEGAS STATE: NV ZIP: 89128 BUSINESS PHONE: 7028048204 MAIL ADDRESS: STREET 1: 7201 W LAKE MEAD BLVD STREET 2: SUITE 400 CITY: LAS VEGAS STATE: NV ZIP: 89128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


CUSIP No. 17285T205		13G		Page 1 of 7 Pages

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ) (1)

Citadel Broadcasting Corporation

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

17285T205

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

(1)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 7 Pages


		13G		Page 2 of 7 Pages


CUSIP No. 17285T205
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER 312,165
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER 312,165
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 312,165
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.55%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

Page 2 of 7 Pages


		13G		Page 3 of 7 Pages


CUSIP No. 17285T205
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel S. Loeb
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER 312,165
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER 312,165
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 312,165
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.55%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 3 of 7 Pages


CUSIP No. 17285T205		13G		Page 4 of 7 Pages

Schedule 13G

Item 1

(a).

Name of Issuer:

Citadel Broadcasting Corporation

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

7690 West Cheyenne Ave., Suite 220, Las Vegas, Nevada 89129

Item 2

(a).

Name of Person Filing:

Name of Persons Filing: Third Point LLC, a Delaware limited liability company (the “Management Company”), which serves as investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, the “Funds”), with respect to shares of Common Stock (as defined in Item 2(d)) directly owned by the Funds; and Mr. Daniel S. Loeb (“Mr. Loeb” and together with the Management Company, the “Reporting Persons”), who is the Chief Executive Officer of the Management Company and controls its business activities, with respect to shares of Common Stock indirectly beneficially owned by Mr. Loeb by virtue of such position.

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

390 Park Avenue, New York, New York 10022

Item 2

(c).

Citizenship:

Delaware; United States

Item 2

(d).

Title of Class of Securities:

Class A Common Stock, par value $0.001 per share (the “Common Stock”)

Item 2

(e).

CUSIP Number:

17285T205

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Page 4 of 7 Pages


CUSIP No. 17285T205		13G		Page 5 of 7 Pages


Item 4.	Ownership.

	(a)	Amount beneficially owned:

		312,165 shares. The Reporting Persons share voting and dispositive power over the shares held directly by the Funds, but no Fund individually holds greater than 5% of the outstanding Common Stock. The Funds hold 100,244 shares of Common Stock, and certain Funds hold securities of the Issuer that are convertible into an additional 211,921 shares of Common Stock within the next 60 days, which shares have been included herein. Each of the Reporting Persons disclaims beneficial ownership of these securities (except to the extent of any pecuniary interest therein), and this report shall not be deemed an admission that either of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

	(b)	Percent of class:

		6.55%

	(c)	Number of shares as to which the Reporting Persons have:

		(i)	Sole power to vote or to direct the vote:



		(ii)	Shared power to vote or to direct the vote:

			312,165

		(iii)	Sole power to dispose or to direct the disposition of:



		(iv)	Shared power to dispose or to direct the disposition of:

			312,165

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein.

Item 7.	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not applicable.

Item 9.	Notice of Dissolution of Group.

	Not Applicable.

Item 10.	Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 5 of 7 Pages


CUSIP No. 17285T205		13G		Page 6 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 11, 2011	THIRD POINT LLC

	By:	Daniel S. Loeb, Chief Executive Officer

	By:	/s/ William Song
	Name:	William Song
	Title:	Attorney-in-Fact

	DANIEL S. LOEB

	By:	/s/ William Song
	Name:	William Song
	Title:	Attorney-in-Fact

Page 6 of 7 Pages


CUSIP No. 17285T205		13G		Page 7 of 7 Pages

EXHIBIT INDEX



Exhibit 99.1:		Joint Filing Agreement, dated February 11, 2011, by and between Third Point LLC and Daniel S. Loeb.

Exhibit 99.2:		Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song and Joshua L. Targoff, dated February 9, 2011.

Page 7 of 7 Pages

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.1


CUSIP No. 17285T205		13G		Page 1 of 1 Pages

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.


Dated: February 11, 2011	THIRD POINT LLC

	By:	Daniel S. Loeb, Chief Executive Officer

	By:	/s/ William Song
	Name:	William Song
	Title:	Attorney-in-Fact

	DANIEL S. LOEB

	By:	/s/ William Song
	Name:	William Song
	Title:	Attorney-in-Fact

Page 1 of 1 Pages

EX-99.2 3 dex992.htm POWER OF ATTORNEY Power of Attorney

Exhibit 99.2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and appoint JAMES P. GALLAGHER, WILLIAM SONG and JOSHUA L. TARGOFF and each of them severally, as the true and lawful attorneys and agents of each of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of each of the undersigned any statements, reports or filings with respect to the undersigned (whether such filing includes one or more or all of the undersigned) necessary or advisable in connection with any disclosure requirement promulgated under the federal or state securities laws of the United States or any other applicable regulatory body, including, without limitation, the Company’s compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (including, without limitation, any filings on Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 and Form 13F and any forms or statements required to be submitted in connection with any electronic filing), and any and all amendments to such statements, reports and filings, and any disclosure requirement promulgated under the securities laws or any similar laws or regulations of any jurisdiction whether inside or outside of the United States, and all amendments to such statements, reports and filings, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the United States Securities and Exchange Commission or any other applicable regulatory body, said attorneys and agents having full power and authority to do and perform in the name and on behalf of any of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of February 9, 2011.


/s/ Daniel S. Loeb
Daniel S. Loeb

THIRD POINT LLC

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Chief Executive Officer


THIRD POINT PARTNERS LP
By:		Third Point Advisors LLC,
		its General Partner

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Managing Member

THIRD POINT PARTNERS QUALIFIED LP
By:		Third Point Advisors LLC,
		its General Partner

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Managing Member

THIRD POINT ULTRA MASTER FUND L.P.
By:		Third Point Advisors II L.L.C.,
		its General Partner

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Chief Executive Officer

LYXOR/THIRD POINT FUND LIMITED
By:		Third Point LLC, its Trading Advisor

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Chief Executive Officer

dbX-RISK ARBITRAGE 11 FUND
By:		Third Point LLC, its Trading Advisor

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Chief Executive Officer


THIRD POINT OFFSHORE MASTER FUND, L.P.
By:		Third Point Advisors II L.L.C.,
		its General Partner

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Managing Director

THIRD POINT ADVISORS II L.L.C.

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Managing Member

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