SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): September 29, 2004
CITADEL BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-31740 51-0405729
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
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
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 29, 2004, Citadel Broadcasting Corporation ("Citadel")
entered into an indemnification agreement (the "Indemnification Agreement")
with Kate Brown in connection with her election to Citadel's Board of
Directors and Audit Committee. Pursuant to the terms of the Indemnification
Agreement, Kate Brown would be indemnified by Citadel to the fullest extent
permissible under applicable law for the expenses and liabilities described
in such Indemnification Agreement. A copy of the form of Indemnification
Agreement is filed herewith as Exhibit 10.1.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On September 29, 2004, the Board of Directors of Citadel elected Kate
Brown to the Board of Directors of Citadel, where she will also serve as a
member of the Audit Committee. The election increases the size of Citadel's
Board of Directors from 9 to 10 members. In connection with her election to
the Board, Ms. Brown was granted options to purchase 50,000 shares of
Citadel common stock at an exercise price of $12.71 per share, the closing
price of Citadel's stock on the date of grant. Such options have a ten year
term and vest in four equal annual installments on each of the first four
anniversaries of the grant date.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT. DESCRIPTION.
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10.1 Indemnification Agreement, dated September 29, 2004.
99.1 Citadel Broadcasting Corporation press release, dated
September 29, 2004.
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.
Dated: September 30, 2004
CITADEL BROADCASTING CORPORATION
By: /s/ Randy L. Taylor
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Randy L. Taylor
Vice President-Finance and Secretary