-----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, MCSnUqWF0WZCdZSw4WbzwKQZZlbHeMeb1Gqh2CWnuTj+9R0jjNHbmk6zr0f5Wn2g ifSOtAUNCuoIXQN/4w58XA== 0000895345-01-500319.txt : 20010710 0000895345-01-500319.hdr.sgml : 20010710 ACCESSION NUMBER: 0000895345-01-500319 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000921742 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 860748219 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-92593 FILM NUMBER: 1675849 BUSINESS ADDRESS: STREET 1: CITY CENTER W STE 400 STREET 2: 7201 W LAKE MEAD BLVD CITY: LAS VEGAS STATE: NV ZIP: 89128 BUSINESS PHONE: 7028045200 MAIL ADDRESS: STREET 1: CITY CENTER WEST SUITE 400 STREET 2: 7201 WEST LAKE MEAD BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL BROADCASTING CO CENTRAL INDEX KEY: 0001042742 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 860703641 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-92593-01 FILM NUMBER: 1675850 BUSINESS ADDRESS: STREET 1: CITY CENTER W STE 400 STREET 2: 7201 W LAKE MEAD BLVD CITY: LAS VEGAS STATE: NV ZIP: 89128 BUSINESS PHONE: 7028045200 MAIL ADDRESS: STREET 1: CITY CENTER WEST STE 400 STREET 2: 7201 WEST LAKE MAED BLVD CITY: LAS VEGAS STATE: NV ZIP: 89128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCC CAPITAL TRUST I CENTRAL INDEX KEY: 0001100743 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-92593-02 FILM NUMBER: 1675851 BUSINESS ADDRESS: STREET 1: 7201 W LAKE MEAD BLVD STREET 2: CENTER WEST STE 400 CITY: LAS VEGAS STATE: NV ZIP: 89128 BUSINESS PHONE: 7028045200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCC CAPITAL TRUST II CENTRAL INDEX KEY: 0001100781 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-92593-03 FILM NUMBER: 1675852 BUSINESS ADDRESS: STREET 1: 7201 WEST LAKE MEAD BLVD CITY CENTER STREET 2: WEST SUITE 400 CITY: LAS VEGAS STATE: NV ZIP: 89128 BUSINESS PHONE: 7028045200 MAIL ADDRESS: STREET 1: 7201 WEST LAKE MEAD BLVD STREET 2: CITY CENTER WEST STE 400 CITY: LAS VEGAS STATE: NV ZIP: 89128 S-3/A 1 forms3a.txt FORMS3A.TXT As filed with the Securities and Exchange Commission on July 6, 2001 Registration No. 333-92593 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ CITADEL COMMUNICATIONS CORPORATION CITADEL BROADCASTING COMPANY CCC CAPITAL TRUST I CCC CAPITAL TRUST II (Exact name of each registrant as specified in its charter) NEVADA 86-0748219 NEVADA 86-0703641 DELAWARE 88-6078421 DELAWARE 88-6078422 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Numbers) CITY CENTER WEST 7201 WEST LAKE MEAD BOULEVARD SUITE 400 LAS VEGAS, NEVADA (702) 804-5200 (Address, Including Zip Code, and Telephone Number, Including Area Code of Registrant's Principal Executive Offices) SANDRA J. HORBACH PRESIDENT C/O FORSTMANN LITTLE & Co. 767 FIFTH AVENUE - 44th FLOOR NEW YORK, NEW YORK 10153 (212) 355-5656 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code of agent for service) RECENT EVENTS: DE-REGISTRATION The Registration Statement on Form S-3 (Registration No. 33-92593) (the "Registration Statement") of Citadel Communications Corporation, a Nevada corporation ("Citadel Communications"), Citadel Broadcasting Company, a Nevada corporation, CCC Capital Trust I, a Delaware business trust, and CCC Capital Trust II, a Delaware business trust (collectively, the "Citadel Parties"), pertaining to $1,000,000,000 of securities of the Citadel Parties to which this Post-Effective Amendment relates, was filed with the Securities and Exchange Commission on December 10, 1999, amended on January 10, 2000 and declared effective. On June 26, 2001 (the "Effective Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 15, 2001, as amended, among FLCC Holdings, Inc., a Delaware corporation ("HoldCo"), FLCC Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of HoldCo ("Acquisition Co."), and Citadel Communications, Acquisition Co. was merged with and into Citadel Communications (the "Merger"), with Citadel Communications as the surviving corporation. As a result of the Merger, the Citadel Parties have terminated all offerings of their respective securities pursuant to the Registration Statement. In accordance with an undertaking made by the Citadel Parties in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offerings, the Citadel Parties hereby remove from registration all securities under the Registration Statement which remain unsold. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Citadel Communications Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 5, 2001. CITADEL COMMUNICATIONS CORPORATION By: /s/ Sandra J. Horbach ------------------------------- Name: Sandra J. Horbach Title: President Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 2 has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title * Date - --------- ------- ---- /s/ Sandra J. Horbach President and Director July 5, 2001 - --------------------------------------- Sandra J. Horbach /s/ Winston W. Hutchins Vice President, Treasurer July 5, 2001 - --------------------------------------- and Assistant Secretary Winston W. Hutchins /s/ Theodore J. Forstmann Director July 5, 2001 - --------------------------------------- Theodore J. Forstmann /s/ Gordon A. Holmes Director July 5, 2001 - --------------------------------------- Gordon A. Holmes /s/ Lawrence R. Wilson Director July 5, 2001 - --------------------------------------- Lawrence R. Wilson
* All of the signatories are officers and/or directors of Citadel Communications Corporation, a Nevada corporation. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Citadel Broadcasting Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 5, 2001. CITADEL BROADCASTING COMPANY By: /s/ Sandra J. Horbach ------------------------------- Name: Sandra J. Horbach Title: Executive Vice President and Assistant Secretary Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 2 has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title * Date - --------- ------- ---- /s/ Lawrence R. Wilson Chief Executive Officer and Director July 5, 2001 - --------------------------------------- Lawrence R. Wilson /s/ Donna L. Heffner Executive Vice President, Chief July 5, 2001 - --------------------------------------- Financial Officer, Secretary and Donna L. Heffner Director /s/ Theodore J. Forstmann Director July 5, 2001 - --------------------------------------- Theodore J. Forstmann /s/ Gordon A. Holmes Director July 5, 2001 - --------------------------------------- Gordon A. Holmes /s/ Sandra J. Horbach Director July 5, 2001 - --------------------------------------- Sandra J. Horbach
* All of the signatories are officers and/or directors of Citadel Broadcasting Company, a Nevada corporation. Pursuant to the requirements of the Securities Act of 1933, as amended, each of CCC Capital Trust I and CCC Capital Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 5, 2001. CCC CAPITAL TRUST I, a Delaware business trust By: CITADEL COMMUNICATIONS CORPORATION, as Depositor By: /s/ Sandra J. Horbach ----------------------------- Name: Sandra J. Horbach Title: President CCC CAPITAL TRUST II, a Delaware business trust By: CITADEL COMMUNICATIONS CORPORATION, as Depositor By: /s/ Sandra J. Horbach ----------------------------- Name: Sandra J. Horbach Title: President -----END PRIVACY-ENHANCED MESSAGE-----