8-K 1 j8606601e8-k.txt CITADEL BROADCASTING COMPANY FORM 8-K 1 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) 2 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: o the satisfaction of various conditions to closing of the merger transaction described in this report, and o 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 As previously reported, 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. A copy of the Agreement and Plan of Merger and related documents are filed with this report. 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, Federal Communications Commission 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 exhibits are filed as part of this report: 2.1 Agreement and Plan of Merger dated as of January 15, 2001 by and between Citadel Communications Corporation and FLCC Holdings, Inc. 2.2 Letter Agreement dated January 15, 2001 by and between Citadel Communications Corporation and FLCC Holdings, Inc. 2.3 Guarantee dated February 15, 2001 made by Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership - VII, L.P. and Forstmann Little & Co. Equity Partnership - VI, L.P. 3 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 23, 2001 By: /s/ Lawrence R. Wilson -------------------- ---------------------------------- Lawrence R. Wilson Chairman and Chief Executive Officer 4 EXHIBIT INDEX 2.1 Agreement and Plan of Merger dated as of January 15, 2001 by and between Citadel Communications Corporation and FLCC Holdings, Inc. 2.2 Letter Agreement dated January 15, 2001 by and between Citadel Communications Corporation and FLCC Holdings, Inc. 2.3 Guarantee dated February 15, 2001 made by Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership - VII, L.P. and Forstmann Little & Co. Equity Partnership - VI, L.P.