United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): February 23, 2006
CITADEL
BROADCASTING CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31740
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51-0405729
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(State
or other jurisdiction of
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(Commission
file number)
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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City
Center West, Suite 400
7201
West Lake Mead Blvd.
Las
Vegas, Nevada 89128
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (702) 804-5200
Check
the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02. Results of Operations and Financial Condition.
On February
23, 2006, Citadel Broadcasting Corporation issued a press release relating
to
its financial results for the fourth quarter of 2005. The full text of the
press release is furnished herewith as Exhibit 99.1.
The
information contained in Exhibit 99.1 is incorporated herein by reference.
The
information in this Current Report is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. The
information in this Current Report shall not be incorporated by reference
into
any registration statement or other document pursuant to the Securities Act
of
1933, as amended.
Item
9.01. Financial Statements and Exhibits.
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99.1 Press Release dated February 23, 2006,
announcing financial results for the year ended December 31,
2005 (furnished pursuant to Item 2.02 of Form
8-K) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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| Date: February
23, 2006 |
CITADEL
BROADCASTING CORPORATION |
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By: |
/s/ PATRICIA
STRATFORD |
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Patricia
Stratford |
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Acting
Chief Financial Officer
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