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