PROSPECTUS SUPPLEMENT NO. 2
1.875% Convertible Subordinated Notes due 2011
This prospectus supplement supplements the prospectus dated May 13, 2004 of Citadel Broadcasting Corporation, as supplemented, relating to the sale by certain of our securityholders (including their permitted pledgees, donees, assignees, transferees, successors and others who later hold any of the selling securityholders' interests) of up to $330,000,000 aggregate principal amount of notes and the common stock issuable upon conversion of the notes. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.
The table of selling securityholders contained on pages 88-91 of the prospectus is hereby amended to add the entity named below as a selling securityholder.
|Principal Amount of Notes Beneficially Owned That
May be Sold
of Notes Outstanding Prior to this Offering
|Number of Shares of Common Stock Beneficially Owned Prior to this Offering(1)
|Conversion Shares of Common Stock Offered(2)
|Number of Shares of Common Stock Beneficially Owned After this Offering(3)
|South Dakota Retirement System
Investing in the notes involves risks. See "Risk Factors" beginning on page 12 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation of the contrary is a criminal offense.
The date of this prospectus supplement is May 19, 2004.