425

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, 2006

CITADEL BROADCASTING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-31740	51-0405729
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

City Center West, Suite 400

7201 West Lake Mead Blvd.

Las Vegas, Nevada 89128

(Address of principal executive offices)

Registrant’s telephone number, including area code: (702) 804-5200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On February 6, 2006, the Company and Alphabet Acquisition Corp., a wholly-owned subsidiary, entered into an Agreement and Plan of Merger (the “ABC Radio Merger Agreement”) with The Walt Disney Company (“TWDC”) and ABC Radio Holdings, Inc., formerly ABC Chicago FM Radio, Inc. (“ABC Radio”), a Delaware corporation and wholly-owned subsidiary of TWDC. Pursuant to and subject to the terms and conditions contained in the ABC Radio Merger Agreement, the Company will combine its business with ABC Radio (“the Merger”), which includes 22 radio stations and the ABC Radio Network. The combination is structured as a reverse Morris Trust transaction. Prior to the Merger, ABC Radio will incur a specified amount of debt, the proceeds of which TWDC or its affiliates will retain (discussed below), and TWDC will distribute ownership of ABC Radio to TWDC shareholders. In addition, pursuant to the ABC Radio Merger Agreement, the Company is expected to declare a special distribution payable prior to the closing of the Merger to holders of common stock of the Company of record at a date to be set.

On November 19, 2006, the Company, Alphabet Acquisition, TWDC and ABC Radio entered into amendments (the “Amendments”) to modify the terms of agreements relating to the Merger. Under the Amendments, the potential amount of cash retained by TWDC has been reduced by $300 million in the aggregate, $100 million of which is an outright reduction in the cash to be retained and $200 million of which will be taken into account in determining an increase in TWDC’s shareholders’ equity ownership in the combined business going forward. As a result of the additional Citadel common stock being issued, TWDC’s shareholders’ equity ownership in the Company after the merger has been increased from approximately 52% to approximately 57%.

Specifically, to effect the $300 million reduction in the total potential amount of cash TWDC will retain, the Amendments adjust the amount of debt that ABC Radio will incur, the proceeds of which will be retained by TWDC, from the original range of $1.4 billion to $1.65 billion to a revised range of $1.1 billion to $1.35 billion. The precise amount of the debt that ABC Radio will incur will be determined based upon the market price of the Company’s common stock over a measurement period ending prior to closing. The increase in Disney shareholders’ equity ownership in the Company after the Merger will result from the Company’s issuance of an additional $200 million of Citadel common stock to TWDC’s shareholders, priced as follows: (i) $100 million of Company common stock based on a formula set forth in the ABC Radio Merger Agreement, subject to adjustment for the special distribution expected to be paid by the Company to its pre-merger shareholders and (ii) $100 million of the Company’s common stock valued at $10.40, subject to adjustment for the special distribution expected to be paid by the Company to its pre-merger shareholders. Accordingly, immediately after closing of the Merger, TWDC’s shareholders are expected to own approximately 57% of the common stock of the Company.

In the Amendments, the parties also have agreed that the Merger will not close earlier than May 31, 2007, unless the Company elects to close at an earlier date and that, subject to certain conditions, either party may terminate the ABC Radio Merger Agreement after June 15, 2007 if the Merger has not closed by that date. In addition, the parties have agreed (i) that the Chief Executive Officer of the Company may consult with senior management of ABC Radio in an advisory role prior to the closing of the Merger and (ii) to limit the definition in the ABC Radio Merger Agreement of what constitutes a Business Material Adverse Effect. Except as expressly amended by the Amendments, the ABC Radio Merger Agreement will remain in full force and effect.

Consummation of the Merger is subject to customary closing conditions, including the absence of certain legal impediments to the consummation of the Merger, the effectiveness of certain filings with the SEC, the receipt of consent to, or rulings on, the transactions from the Federal Communications Commission and the Internal Revenue Service and the receipt of certain legal tax opinions.

The foregoing description of the Amendments is qualified in its entirety by reference to the full text of Amendment No. 1 to the Merger Agreement and Amendment No. 1 to the Separation Agreement, copies of which are filed herewith as Exhibits 10.1 and 10.2.

* * * *

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Forward-Looking Statements. This report contains, in addition to statements of historical fact, certain forward-looking statements. Forward-looking statements are typically identified by words “believes,” “expects,” “anticipates,” and similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements relate to, among other things, the proposed Merger and the combined company. Forward-looking statements are based on information available to management at the time, and they involve judgments and estimates. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and that matters referred to in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company or the ABC Radio business to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance as to the timing of the closing of the Merger, or whether the Merger will close at all. Factors that could cause the Merger to be delayed or to fail to close at all include: the failure to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure to receive required tax rulings or tax opinions; and a material adverse effect on the business, assets, financial condition or results of operations of the Company, TWDC or the ABC radio business; as well as those matters discussed under the captions “Forward-Looking Statements” and “Risk Factors” in Citadel Broadcasting Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005 and quarterly reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the Securities and Exchange Commission at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by the Company at www.citadelbroadcasting.com. The Company assumes no responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.

Additional Information and Where to Find It. In connection with the Company’s proposed business combination with a subsidiary of TWDC, the Company intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a prospectus and an information statement. Investors and security holders are urged to read these when they become available because they will contain important information about the Company, certain subsidiaries of TWDC and the combination. The information statement, prospectus and other relevant materials (when they become available), and any other documents filed by the Company or TWDC with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by contacting the Company by directing a written request to: Citadel Broadcasting Corporation, City Center West, Suite 400, 7201 West Lake Mead Blvd., Las Vegas, Nevada 89128, Attention: Investor Relations. Investors and security holders are urged to read the information statement, prospectus and the other relevant materials when they become available before making any investment decision with respect to the combination.

No Offer or Solicitation. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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Item 8.01. Other Events.

On November 22, 2006, the Company issued a press release announcing the execution of Amendments (described in Item 1.01 hereof). A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Amendment No. 1 to the Merger Agreement dated November 19, 2006, by and among the Company, Alphabet Acquisition, TWDC and ABC Radio.
10.2	Amendment No. 1 to the Separation Agreement dated November 19, 2006, by and between TWDC and ABC Radio.
99.1	Press release dated November 22, 2006.

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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 hereunto duly authorized.

Date: November 22, 2006	CITADEL BROADCASTING CORPORATION
	By:	/s/ Patricia Stratford
		Name:	Patricia Stratford
		Title:	Senior Vice President Finance and Administration and Assistant Secretary

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EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated November 19, 2006 (this “Amendment”), by and among The Walt Disney Company, a Delaware corporation (“TWDC”), ABC Radio Holdings, Inc., formerly known as ABC Chicago FM Radio, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of TWDC (“Spinco”), Citadel Broadcasting Corporation, a Delaware corporation (“Company”) and Alphabet Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Company (“Merger Sub” and, together with TWDC, Spinco and Company, the “Parties” and each, a “Party”), is entered into to amend the Agreement and Plan of Merger, dated as of February 6, 2006, by and among TWDC, Spinco, Citadel and Merger Sub (the “Agreement”) in the following particulars only:

W I T N E S S E T H

Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.

WHEREAS, TWDC, Spinco, Citadel and Merger Sub desire to amend the Agreement as set forth herein:

NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants herein contained, the parties hereby agree as follows:

1 Amendment of Section 1.1. Section 1.1 of the Agreement is hereby amended as follows:

1.1 The definition of the term “Base Spinco Shares” is hereby added as follows:

““Base Spinco Shares” means the difference of (a) the quotient of (i) the Company Diluted Shares Outstanding divided by (ii) 0.48, minus (b) the Company Diluted Shares Outstanding; provided that in no event shall the number of shares determined pursuant to this definition be fewer than 127,240,887.”

1.2 The definition of the term “Business Material Adverse Effect” is hereby amended by adding as clauses (a)(ix), (a)(x) and (a)(xi) thereto the following:

“(ix) the results of operations of the Business prior to October 1, 2006, as set forth in the aggregate in all material respects on Schedule 1.1 of the TWDC/Spinco Disclosure Schedules; (x) any failure in and of itself to meet any Spinco fiscal year 2007 budgeted or forecasted results of operations; or (xi) the implementation of any written Recommendation by TWDC or Spinco or their respective Subsidiaries with respect to the Business;”

1.3 Clause (c) of the definition of the term “Company Diluted Shares Outstanding” is hereby amended and restated as follows:

“(c) to the extent that a Counting Determination has not been received by TWDC, unless TWDC shall have elected in writing to Company prior to the commencement of the Pricing Period to exclude from this definition all or a portion of such shares of Company Common Stock, the maximum number of shares of Company Common Stock issuable upon conversion of the Company Convertible Notes, in the case of this clause (c) determined on the Spinco Funding Date,”

1.4 The definition of the term “Incremental Shares” is hereby added as follows:

““Incremental Shares” shall mean the number of shares equal to the sum of (a) the Spinco Shares Incremental Increase and (b) the Spinco Shares Additional Amount. For illustrative purposes only, Section 1.1 of the Company Disclosure Schedules sets forth the calculations of Incremental Shares and related terms as if the Company Diluted Shares Outstanding at Closing were the same as they are in such schedule.”

1.5 The definition of the term “Post-Dividend Company Price” is hereby amended and restated as follows:

““Post-Dividend Company Price” shall mean the quotient of (a) $1,300,000,000 divided by (b) the Base Spinco Shares.”

1.6 The definition of the term “Pricing Period” is hereby amended and restated as follows:

““Pricing Period” shall mean the period of 10 consecutive trading days ending on (and including) the date that is one trading day prior to the Spinco Funding Date; provided that (a) the Spinco Funding Date shall not be earlier than 15 calendar days prior to the Closing Date or later than the third trading day prior to the record date for Company stockholders for the Special Dividend and (b) no amount of Spinco Debt shall be incurred prior to the Spinco Funding Date.”

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1.7 The definition of the term “Recommendation” is hereby added as follows:

““Recommendation” shall have the meaning given to it in Section 6.9(a) hereof.”

1.8 The definition of the term “RMT Debt Adjustment” is hereby deleted.

1.9 The definition of the term “Spinco Ownership Percentage” is hereby amended and restated as follows:

““Spinco Ownership Percentage” shall mean the quotient of (a) the sum of (i) the Spinco Shares Incremental Increase plus (ii) the Base Spinco Shares divided by (b) the sum of (i) the Spinco Shares Incremental Increase plus (ii) the Base Spinco Shares plus (iii) the Company Shares Outstanding.”

1.10 The definition of the term “Spinco Shares” is hereby amended and restated as follows:

““Spinco Shares” shall mean the sum of (a) the Base Spinco Shares plus (b) the Incremental Shares.”

1.11 The definition of the term “Spinco Shares Additional Amount” is hereby added as follows:

““Spinco Shares Additional Amount” shall mean the number of shares equal to the quotient of (A) $100,000,000, divided by (B) the difference of (1) $10.40 minus (2) the Base Dividend.”

1.12 The definition of the term “Spinco Shares Election” is hereby deleted.

1.13 The definition of the term “Spinco Shares Increase” is hereby deleted.

1.14 The definition of the term “Spinco Shares Incremental Increase” is hereby added as follows:

““Spinco Shares Incremental Increase” shall mean the quotient of (a) $100,000,000 divided by (b) the difference of (i) the Company Average Stock Price minus (ii) the Base Dividend; provided that to the extent the Company Average Stock Price is not $12.68 and such recalculated Spinco Shares Incremental Increase does not

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result in a Value Deficit of an amount between $0.00 and $250,000,000 and:

(1) would result in a Value Surplus no greater than $250,000,000 (disregarding the limitation included in such definition), the Spinco Shares Incremental Increase shall be equal to the quotient of (A) $100,000,000 divided by (B) the difference of (1) the Company Average Stock Price minus (2) the Base Dividend; or

(2) would result in a Value Deficit exceeding $250,000,000 (disregarding the limitation included in such definition), the Spinco Shares Incremental Increase shall be equal to the quotient of (A) $100,000,000 divided by (B) the difference of (1) the lowest Company Average Stock Price that would result in the Value Deficit not exceeding $250,000,000 minus (2) the Base Dividend; or

(3) would result in the Value Surplus exceeding $250,000,000 (disregarding the limitation included in such definition), the Spinco Shares Incremental Increase shall be equal to the quotient of (A) $100,000,000 divided by (B) the difference of (1) the highest Company Average Stock Price that would result in the Value Surplus not exceeding $250,000,000 minus (2) the Base Dividend.”

1.15 The definition of the term “Value Deficit” is hereby amended and restated as follows:

““Value Deficit” shall mean the product of (a) the excess, if any, of (i) $12.68 over (ii) the Company Average Stock Price and (b) the difference of (i) the Spinco Shares minus (ii) the Spinco Shares Additional Amount; provided, that in no event shall the Value Deficit exceed $250,000,000.”

1.16 The definition of the term “Value Surplus” is hereby amended and restated as follows:

““Value Surplus” shall mean the product of (a) the excess, if any, of (i) the Company Average Stock Price over (ii) $12.68 and (b) the difference of (i) the Spinco Shares minus (ii) the Spinco Shares Additional Amount; provided, that in no event shall the Value Surplus exceed $250,000,000.”

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2 Amendment of Section 2.3. Section 2.3 of the Agreement is hereby amended by adding the following as the second sentence thereof:

“Notwithstanding the foregoing or anything herein to the contrary, the Closing Date shall be no earlier than May 31, 2007, unless Company elects to close at an earlier date (after all conditions to closing have been satisfied or waived) and provides 30 calendar days written notice of such election to TWDC.”

3 Amendment of Section 3.4. Section 3.4 of the Agreement is hereby amended by deleting the last sentence thereof.

4 Amendment of Section 6.3(a). Section 6.3(a) of the Agreement is hereby amended and restated as follows:

“(a) Promptly following the execution of this Agreement, TWDC, Spinco and Company shall prepare the Information Statement/Prospectus, and Company shall prepare and file with the SEC the Registration Statement, in which the Information Statement/Prospectus shall be included. Each of TWDC, Spinco and Company shall use commercially reasonable efforts to file with the SEC the Registration Statement as soon as practicable after the date of this Amendment. TWDC and Spinco shall furnish to Company all information concerning it as is required by the SEC in connection with the preparation of the Registration Statement. Company shall use its reasonable efforts to have the Registration Statement declared effective under the Securities Act promptly after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Transactions, and TWDC and Spinco shall use their reasonable efforts to assist Company in this regard. The Parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Information Statement/Prospectus and the Registration Statement, and advise one another of any oral comments received from the SEC with respect to the Information Statement/Prospectus and the Registration Statement. The Parties shall cooperate in preparing and filing with the SEC any necessary amendment or supplement to the Information Statement/Prospectus or the Registration Statement promptly after receipt of any comments from the SEC necessitating such amendment or supplement. No amendment or supplement to the Information Statement/Prospectus or Registration Statement shall be filed without the approval of all of the Parties, which approval shall not be unreasonably withheld or delayed. Company will use its reasonable efforts to cause the Information Statement/Prospectus to be mailed to the Company Stockholders and TWDC will use its reasonable efforts to cause the Information Statement/Prospectus to be mailed to the TWDC Stockholders, in each case promptly after the Registration Statement is declared effective under the

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Securities Act. The Information Statement/Prospectus and the Registration Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.”

5 Amendment of Section 6.9(a). Section 6.9(a) of the Agreement is hereby amended by adding the following as the last two sentences thereto:

“In furtherance of, and as limited by, the foregoing, prior to the closing of the Merger, the Chief Executive Officer of Company may consult with the senior management of the Business in an advisory role regarding the management and operations of the Business, but only to the extent permitted by applicable Law, and following such consultation, may make written recommendations relating thereto to the president of the Business (a “Recommendation”) and TWDC and Spinco shall consider any such Recommendations in good faith; provided, that all decisionmaking authority with regard to the Business shall remain vested with TWDC and Spinco and their respective Subsidiaries and no such authority shall be granted to Company or any of its officers, employees or other representatives; provided further, that no failure of TWDC, Spinco or their respective Subsidiaries to implement any Recommendation shall constitute in any manner a breach of this Agreement. In the event that TWDC or Spinco determines not to implement any Recommendation, then the Chief Executive Officer of Company shall have the right to consult with the Executive Vice President, Corporate Strategy, Business Development and Technology Group of TWDC regarding such non-implementation.”

6 Amendment of Section 8.1(b). Section 8.1(b) of the Agreement is hereby amended by deleting the words “February 6, 2007” and replacing them with the words “June 15, 2007”.

7 Amendment of Company Disclosure Schedules. Section 6.2 of the Company Disclosure Schedules is hereby amended as follows:

7.1 The proviso at the end of the first sentence of the first paragraph thereof is hereby deleted.

7.2 The last sentence of the second paragraph thereof is hereby deleted.

8 Interpretation. The Agreement shall not be amended or otherwise modified hereby except as set forth in Sections 1 through 7 of this Amendment. Except as expressly amended by Sections 1 through 7 of this Amendment, the Agreement shall remain in full force and effect. In the event of any inconsistency or contradiction between the terms of this Amendment and the Agreement, the provisions of this Amendment shall prevail and control.

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9 Reference to the Agreement. On and after the date hereof, each reference in the Agreement to “this Agreement,” “hereof,” “herein,” “herewith,” “hereunder,” and words of similar import shall, unless otherwise stated, be construed to refer to the Agreement as amended hereby. No reference to this Amendment need be made in any instrument or document at any time referring to the Agreement, a reference to the Agreement in any such instrument or document to be deemed to be a reference to the Agreement as amended hereby.

10 Counterparts. This Amendment may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each Party and delivered to the other Parties, it being understood that all the Parties need not sign the same counterpart.

11 Governing Law. This Amendment will be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to any applicable conflicts of law.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, TWDC, Spinco, Company and Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

THE WALT DISNEY COMPANY
By:	/s/ Thomas O. Staggs
	Name:	Thomas O. Staggs
	Title:	Senior Executive Vice President and Chief Financial Officer
ABC RADIO HOLDINGS, INC.
By:	/s/ David K. Thompson
	Name:	David K. Thompson
	Title:	Vice President
CITADEL BROADCASTING CORPORATION
By:	/s/ Farid Suleman
	Name:	Farid Suleman
	Title:	Chief Executive Officer
ALPHABET ACQUISITION CORP.
By:	/s/ Farid Suleman
	Name:	Farid Suleman
	Title:	President

EX-10.2

Exhibit 10.2

Execution Version

AMENDMENT NO. 1 TO THE SEPARATION AGREEMENT

This AMENDMENT NO. 1 TO THE SEPARATION AGREEMENT, dated November 19, 2006 (this “Amendment”), by and between The Walt Disney Company, a Delaware corporation (“TWDC”), and ABC Radio Holdings, Inc., formerly known as ABC Chicago FM Radio, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of TWDC (“Spinco” and, together with TWDC, the “Parties” and each, a “Party”), is entered into to amend the Separation Agreement, dated as of February 6, 2006, by and between TWDC and Spinco (the “Agreement”) in the following particulars only:

W I T N E S S E T H

Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.

WHEREAS, TWDC and Spinco desire to amend the Agreement as set forth herein:

NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants herein contained, the parties hereby agree as follows:

1 Amendment of Section 1.01. Section 1.01 of the Agreement is hereby amended as follows:

1.1 The definition of the term “Closing Date” is hereby added as follows:

““Closing Date” shall have the meaning set forth in the Merger Agreement.”

1.2 The definition of the term “RMT Debt Adjustment” is hereby deleted.

1.3 The definition of the term “Tax Sharing Agreement” is hereby amended and restated as follows:

““Tax Sharing Agreement” shall mean the Tax Sharing Agreement by and among Company, TWDC and Spinco, in substantially the form of Exhibit A hereto, as amended from time to time.”

2 Amendment of Section 2.07. Section 2.07 of the Agreement is hereby amended and restated as follows:

“Section 2.07 Financing. Prior to and in connection with the Distribution, but in no event earlier than the Spinco Funding Date, Spinco shall incur debt financing (the “Spinco Debt”), which debt financing shall, as of the Distribution Date, be in an amount not to exceed (a) $1,100,000,000 plus (b) any Value Deficit (such result, the “Maximum Spinco Debt”), on the terms set forth in the executed commitment letter and related term sheets (the “Spinco Debt Commitment Letter”) which are attached as Exhibit B hereto. Prior to the Distribution and as part of the Restructuring, and subject to Section 2.3 of the Merger Agreement, TWDC and its Affiliates (other than Spinco or a Spinco Entity) shall retain an amount in cash equal to the Spinco Debt. TWDC shall provide at least 11 trading days’ prior notice to Company of the date on which the amount of the Maximum Spinco Debt and the actual amount of the Spinco Debt that will be incurred shall be determined, which date shall be no earlier than 15 calendar days prior to the Closing Date or later than the third trading day prior to the record date for Company stockholders for the Special Dividend (as defined in the Merger Agreement) (the “Spinco Funding Date”).

3 Interpretation. The Agreement shall not be amended or otherwise modified hereby except as set forth in Sections 1 and 2 of this Amendment. Except as expressly amended by Sections 1 and 2 of this Amendment, the Agreement shall remain in full force and effect. In the event of any inconsistency or contradiction between the terms of this Amendment and the Agreement, the provisions of this Amendment shall prevail and control.

4 Reference to the Agreement. On and after the date hereof, each reference in the Agreement to “this Agreement,” “hereof,” “herein,” “herewith,” “hereunder,” and words of similar import shall, unless otherwise stated, be construed to refer to the Agreement as amended hereby. No reference to this Amendment need be made in any instrument or document at any time referring to the Agreement and a reference to the Agreement in any such instrument or document shall be deemed to be a reference to the Agreement as amended hereby.

5 Counterparts. This Amendment may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each Party and delivered to the other Parties, it being understood that all the Parties need not sign the same counterpart.

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6 Governing Law. This Amendment will be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to any applicable conflicts of law.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, TWDC and Spinco have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

THE WALT DISNEY COMPANY
By:	/s/ Thomas O. Staggs
	Name:	Thomas O. Staggs
	Title:	Senior Executive Vice President and Chief Financial Officer
ABC RADIO HOLDINGS, INC.
By:	/s/ David K. Thompson
	Name:	David K. Thompson
	Title:	Vice President

EX-99.1

Exhibit 99.1

Citadel Broadcasting Corporation

FOR IMMEDIATE RELEASE

CITADEL BROADCASTING CORPORATION

ANNOUNCES MODIFICATION TO ABC MERGER

Las Vegas, Nevada, November 22, 2006—Citadel Broadcasting Corporation (NYSE:CDL) today announced that Citadel and The Walt Disney Company have modified the terms of the February 6, 2006 Agreement and Plan of Merger to combine Citadel’s business with the ABC Radio business.

Under the Amendments, the potential amount of cash retained by Disney has been reduced by $300 million in the aggregate, $100 million of which is an outright reduction in the cash to be retained and $200 million of which will be taken into account in determining an increase in Disney shareholders’ equity ownership in the combined business going forward. The additional $200 million of Citadel common stock will be priced as follows: (i) $100 million of Citadel common stock at a price expected to be between $10.89 and $14.51, determined during a pre-closing measurement period based on a formula in the merger agreement and (ii) $100 million of Citadel common stock at $10.40, both subject to adjustment for the special distribution expected to be paid by Citadel to its pre-merger shareholders. Under the Amendments, Disney shareholders’ equity ownership in Citadel after the merger will increase from approximately 52% to approximately 57%.

Under the amendments, the merger is not expected to close prior to May 31, 2007.

Citadel Broadcasting Corporation is a radio broadcaster focused primarily on acquiring, developing and operating radio stations throughout the United States. Citadel owns and operates 165 FM and 58 AM radio stations in 46 markets, located in 24 states across the country. For more information visit www.citadelbroadcasting.com.

Forward-Looking Statements. This communication contains, in addition to statements of historical fact, certain forward-looking statements. Forward-looking statements are typically identified by words “believes,” “expects,” “anticipates,” and similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements relate to, among other things, the proposed merger and the combined company. Forward-looking statements are based on information available to management at the time, and they involve judgments and estimates. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and that matters referred to in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual

7201 W. Lake Mead Blvd., Suite 400 • Las Vegas, NV 89128 • (702) 804-5200 • Fax (702) 804-8250

results, performance or achievements of Citadel or the ABC Radio business to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance as to the timing of the closing of the merger, or whether the merger will close at all. Factors that could cause the merger to be delayed or to fail to close at all include: the failure to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure to receive required tax rulings or tax opinions; and a material adverse effect on the business, assets, financial condition or results of operations of Citadel or the ABC Radio business; as well as those matters discussed under the captions “Forward-Looking Statements” and “Risk Factors” in Citadel Broadcasting Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005 and quarterly reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the Securities and Exchange Commission at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Citadel at www.citadelbroadcasting.com. Citadel assumes no responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.

Additional Information and Where to Find It. In connection with Citadel’s proposed business combination with a subsidiary of Disney, Citadel intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a prospectus and an information statement. Investors and security holders are urged to read these when they become available because they will contain important information about Citadel, certain subsidiaries of Citadel and the combination. The information statement, prospectus and other relevant materials (when they become available), and any other documents filed by Citadel or Disney with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by contacting Citadel by directing a written request to: Citadel Broadcasting Corporation, City Center West, Suite 400, 7201 West Lake Mead Blvd., Las Vegas, Nevada 89128, Attention: Investor Relations. Investors and security holders are urged to read the information statement, prospectus and the other relevant materials when they become available before making any investment decision with respect to the combination.

No Offer or Solicitation. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, not shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

CONTACT INFORMATION:

Anna Cordasco/Brooke Morganstein

Citigate Sard Verbinnen

(212) 687-8080

7201 W. Lake Mead Blvd., Suite 400 • Las Vegas, NV 89128 • (702) 804-5200 • Fax (702) 804-8250