8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) January 15, 2001

                          Citadel Broadcasting Company
           ----------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                     Nevada
           ----------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

         333-36771                                  86-0703641
 ------------------------                 ---------------------------
 (Commission File Number)               (IRS Employer Identification No.)

      City Center West, Suite 400
     7201 West Lake Mead Boulevard
          Las Vegas, Nevada                               89128
- ----------------------------------------        ----------------------
(Address of Principal Executive Offices)               (Zip Code)

                                 (702) 804-5200
               --------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)



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         This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
are based largely on current expectations and projections about future events
affecting Citadel Broadcasting Company's  business. The word "will" and similar
words are intended to identify forward-looking statements. In addition, any
statements that refer to expectations or other characterizations of future
events or circumstances are forward-looking statements. The forward-looking
statements in this report are subject to risks, uncertainties and assumptions
including, among other things:

- -        the satisfaction of various conditions to closing of the merger
         transaction described in this report, and

- -        the impact of current or pending legislation and regulation.

         In light of these risks and uncertainties, the forward-looking events
and circumstances discussed in this report might not transpire. Citadel
Broadcasting undertakes no obligation to publicly update or revise any
forward-looking statements because of new information, future events or
otherwise.

ITEM 5.  OTHER EVENTS

         On January 15, 2001, Citadel Communications Corporation, the parent of
Citadel Broadcasting Company,  entered into an Agreement and Plan of Merger,
with FLCC Holdings, Inc., a Delaware corporation and an affiliate of Forstmann
Little & Co., under which FLCC Acquisition Corp., a Nevada corporation and a
wholly owned subsidiary of FLCC Holdings, Inc., will merge with and into Citadel
Communications. Pursuant to the merger, each issued and outstanding share of
common stock of Citadel Communications will be converted into the right to
receive $26.00 in cash.

         The completion of this transaction is subject to various conditions,
including approval of the Agreement and Plan of Merger and the merger by the
stockholders of Citadel Communications, the Federal Communications Commission's
consent to transfer of control of the station licenses and the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Acts of 1976, as amended.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial Statements. Not applicable.

(b)      Pro Forma Financial Information. Not applicable.

(c)      Exhibits. The following exhibit is filed as part of this report:

99.1     Press Release dated January 16, 2001.



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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                    CITADEL BROADCASTING COMPANY


Date:   January 16, 2001           By: /s/ Lawrence R. Wilson
        ----------------------             ----------------------------------
                                   Lawrence R. Wilson
                                   Chairman and Chief Executive Officer


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                                  EXHIBIT INDEX

99.1     Press release dated January 16, 2001.

EX-99.1

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                                                                    Exhibit 99.1

CITIGATE SARD VERBINNEN                            NEWS

FOR IMMEDIATE RELEASE
- ---------------------




CONTACTS FOR CITADEL COMMUNICATIONS CORPORATION:                       CONTACT FOR FORSTMANN LITTLE:
                                                                 
Lawrence R. Wilson               Stewart Lewack/Joseph Jaffoni         George Sard/Anna Cordasco
Chairman, President, CEO         Jaffoni & Collins Incorporated        Citigate Sard Verbinnen
702/804-8200                     212/835-8500 or citc@jcir.com         212/687-8080

Donna Heffner
Vice President and CFO
702/804-8200



       FORSTMANN LITTLE TO ACQUIRE CITADEL COMMUNICATIONS CORPORATION, A
              LEADING OPERATOR OF RADIO STATIONS, FOR $2.0 BILLION

       ------------------------------------------------------------------

      NEW YORK AND LAS VEGAS, NV, JANUARY 16, 2001 -- Forstmann Little & Co. and
Citadel Communications Corporation (Nasdaq: CITC), a leading operator of radio
stations in mid-sized markets throughout the U.S., today announced they have
signed a definitive agreement whereby Forstmann Little will acquire all of the
outstanding shares of Citadel Communications Corporation for $26 per share in
cash, a 49% premium over the closing price on Friday, January 12. The total
value of the transaction is approximately $2.0 billion, including assumed and
refinanced debt, and preferred stock.
      Forstmann Little will invest $1.5 billion of its own capital and
affiliates of J. P. Morgan Chase & Co. have agreed to provide $500 million of
bank financing. This conservative capital structure will provide Citadel
Communications with the resources to fund internal growth as well as future
acquisitions of additional stations.
      Citadel Communications is the nation's sixth largest radio broadcasting
company when ranked by revenue. Upon completion of pending transactions, Citadel
will own or operate 209 stations in 44 mid-sized markets throughout the U.S. The
transaction, which is not subject to financing, is anticipated to be completed
in the second half of 2001, following receipt of Federal Communications
Commission (FCC) and shareholder approval.
      Citadel Communications will continue to be run by its current management
team, headed by founder, Chairman, President and CEO Lawrence R. Wilson. No
changes in operations are expected.
      "Citadel Communications stands out as a leader in the radio broadcasting
industry, with a great management team and excellent execution," said senior
partner Theodore J. Forstmann. "Larry Wilson

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has grown the Company to over 200 stations today and has done an outstanding job
of positioning Citadel for future growth based on a solid foundation of a
well-managed and diversified portfolio of U.S. radio stations.
      "When we search for companies to acquire, we look for market leadership,
strong growth potential and a terrific management team," continued Forstmann.
"Citadel combines all those qualities with a long-term perspective which aligns
itself ideally with our investment strategy."
      Lawrence R. Wilson, Chairman, President and CEO of Citadel Communications,
said, "We are thrilled to be working with a firm with such an unparalleled
reputation for integrity and exceptional track record of enabling companies to
achieve their growth potential. The value Forstmann Little provides will
substantially contribute to Citadel's significant future growth opportunities
and continued success.
      "Forstmann Little's investment will provide us with the capital we need to
support our stations and pursue our growth strategy, as well as to serve our
audiences and the local communities in which we operate," Wilson continued.
"This transaction is a significant validation of our business plan and allows us
to execute on our commitment to providing value to our shareholders, employees
and customers."
           The transaction was unanimously approved yesterday by the Board of
Directors of Citadel Communications Corporation. Credit Suisse First Boston
served as financial adviser to Citadel Communications Corporation and provided a
fairness opinion to Citadel's Board of Directors.
      Citadel is a radio broadcaster focused primarily on acquiring, developing
and operating radio stations in mid-sized markets throughout the United States.
Upon completion of pending transactions, Citadel will own or operate 143 FM and
66 AM stations concentrated in 44 mid-sized markets, including clusters of four
or more stations in 32 markets. Citadel has a national presence, and its
portfolio of stations is diversified geographically as well as in terms of
format and target demographics. The Company completed its initial public
offering in 1998 and currently has approximately 37.0 million shares of common
stock outstanding.
      Since 1978, Forstmann Little has made 28 acquisitions and significant
equity investments, returning billions of dollars to its investors. The firm's
best-known investments include Gulfstream Aerospace, General Instrument and
Ziff-Davis Publishing. Current Forstmann Little investments include Community
Health Systems (NYSE: CYH), a leading rural hospital company; McLeodUSA (NASDAQ:
MCLD), one of the fastest-growing integrated communications providers; XO
Communications (NASDAQ: XOXO) (formerly NEXTLINK

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Communications), one of the world's fastest-growing providers of broadband
communications services; Yankee Candle Company (NYSE: YCC), the leading
designer, manufacturer, wholesaler and retailer of premium scented candles;
Metiom (formerly Intelisys Electronic Commerce), a pioneer in Internet-based
business-to-business procurement solutions; and Capella Education Company, the
for-profit parent company of Capella University, a leading accredited,
Internet-based university. The firm currently has over $4 billion in committed
capital for future investments.

      This news announcement contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on current expectations and projections
about future events and financial trends. The words or phrases "expected,"
"anticipated," "will substantially contribute" and "will provide" and similar
words or expressions are intended to identify such forward-looking statements.
In addition, any statements that refer to expectations or other
characterizations of future events or circumstances are forward-looking
statements. The forward-looking statements are subject to risks, uncertainties
and assumptions that could cause actual results to differ materially from those
described in the forward-looking statements, including, among other things,
general economic changes and changes in the radio broadcast industry,
fluctuations in the demand for advertising, possible difficulties in integrating
recently acquired radio stations, the timing of future acquisition closings and
variations in interest rates. Other key risks are described in Citadel's reports
filed with the U.S. Securities and Exchange Commission. Except as otherwise
stated in this news announcement, Citadel does not undertake any obligation to
publicly update or revise any forward-looking statements because of new
information, future events or otherwise.

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