Citadel 8-K 2-23-06




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)


Delaware
001-31740
51-0405729
(State or other jurisdiction of
(Commission file number)
(I.R.S. Employer
incorporation or organization)
 
Identification Number)


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.

(c)   Exhibit:
  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.

     
 Date: February 23, 2006 CITADEL BROADCASTING CORPORATION
 
 
 
 
 
 
  By:   /s/ PATRICIA STRATFORD
 
  Patricia Stratford
 
Acting Chief Financial Officer