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The following is an excerpt from a 8-K/A SEC Filing, filed by CITADEL COMMUNICATIONS CORP on 12/3/1999.
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CITADEL COMMUNICATIONS CORP - 8-K/A - 19991203 - FINANCIAL_STATEMENTS_AND_EXHIBITS

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements. The following financial statements were included pursuant to Item 7(a) in Citadel Communications Corporation's Current Report on Form 8-K filed on September 14, 1999:

FULLER-JEFFREY BROADCASTING COMPANIES, INC. AND SUBSIDIARIES

Independent Auditors' Report

Consolidated Balance Sheets as of December 31, 1998 and June 30, 1999
(unaudited)

Consolidated Statements of Operations for the year ended December 31, 1998 and the six months ended June 30, 1998 and 1999 (unaudited)

Consolidated Statements of Stockholders' Deficiency for the year ended December 31, 1998

Consolidated Statements of Cash Flows for the year ended December 31, 1998 and the six months ended June 30, 1998 and 1999 (unaudited)

Notes to Consolidated Financial Statements

(b) Pro Forma Financial Information. The following pro forma financial information is included herein pursuant to Item 7(b):

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1999

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 1999

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the twelve months ended December 31, 1998

(c) Exhibits. The following exhibits were filed on, or incorporated by reference in, Citadel Communications Corporation's

1

Current Report on Form 8-K filed on September 14, 1999:

2.1 Stock Purchase Agreement dated April 30, 1999 by and between Robert F.


Fuller and Citadel Broadcasting Company.

2.2 Stock Purchase Agreement dated April 30, 1999 by and between Joseph N.
Jeffrey, Jr. and Citadel Broadcasting Company.

23.1 Consent of KPMG LLP.

2

CITADEL COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial statements reflect the results of operations and balance sheet of Citadel Communications Corporation after giving effect to:

(1) the following transactions completed as of September 14, 1999 (collectively, the "Completed Transactions"):

o the January 2, 1998 acquisition of WEMR-FM and WEMR-AM serving the Wilkes-Barre/Scranton market for the purchase price of approximately $0.8 million and the March 26, 1998 acquisition of WCTP-FM, WCTD-FM and WKJN-AM serving the Wilkes-Barre/Scranton market for the purchase price of approximately $6.0 million (collectively, the "Wilkes-Barre/ Scranton Acquisitions"),

o the February 12, 1998 acquisition of Pacific Northwest Broadcasting Corporation which owned KQFC-FM, KKGL-FM and KBOI-AM in Boise for the purchase price of approximately $14.0 million and the April 21, 1998 acquisition of KIZN-FM and KZMG-FM in Boise for the purchase price of approximately $14.5 million (collectively, the "Boise Acquisition"),

o the November 17, 1998 acquisition of KAAY-AM in Little Rock for the purchase price of approximately $5.1 million,

o the February 9, 1999 acquisition of WKQZ-FM, WYLZ-FM, WILZ-FM, WIOG-FM, WGER-FM and WSGW-AM in Saginaw/Bay City for the purchase price of approximately $35.0 million (the "Saginaw/Bay City Acquisition"),

o the February 17, 1999 acquisition of WHYL-FM and WHYL-AM in Harrisburg/Carlisle for the purchase price of approximately $4.5 million (the "Carlisle Acquisition"),

o the March 17, 1999 acquisition of Citywide Communications, Inc., which owned KQXL-FM, WEMX-FM, WCAC-FM, WXOK-AM and WIBR-AM serving the Baton Rouge market and KFXZ-FM, KNEK-FM, KRRQ-FM and KNEK-AM serving the Lafayette market for the purchase price of approximately $31.5 million (the "Baton Rouge/Lafayette Acquisition"),

o the April 30, 1999 acquisition of KSPZ-FM serving the Colorado Springs market in exchange for KKLI-FM in Colorado Springs, the April 30, 1999 acquisition of KVOR-AM and KTWK-AM serving the Colorado Springs market and KEYF-FM and KEYF-AM serving the Spokane market for the purchase price of approximately $10.0 million and the April 30, 1999 termination of a joint sales agreement under which Citadel Communications operated certain other radio stations in Colorado Springs and in Spokane (collectively, the "Capstar Transactions"),

o the June 30, 1999 acquisition of WSSX-FM, WWWZ-FM, WMGL-FM, WSUY-FM, WNKT-FM, WTMA-AM, WTMZ-AM and WXTC-AM in Charleston, WHWK-FM, WYOS-FM, WAAL-FM, WNBF-AM and WKOP-AM in Binghamton, WMDH-FM and WMDH-AM in Muncie and WWKI-FM in Kokomo for the purchase price of approximately $77.0 million (the "Charleston/Binghamton/Muncie/Kokomo Acquisition"),

o the August 31, 1999 acquisition of Fuller-Jeffrey Broadcasting Companies, Inc. which owned WOKQ-FM, WPKQ-FM, WXBB-FM and WXBP-FM serving the Portsmouth/Dover/Rochester market and WBLM-FM, WCYI-FM, WCYY-FM, WHOM-FM, WJBQ-FM and WCLZ-FM serving the Portland market for the purchase price of approximately $65.3 million, which amount includes approximately $1.8 million in consulting and noncompetition payments payable over a seven-year period (the "Portsmouth/Dover/Rochester/Portland Acquisition"),

o the July 27, 1998 sale of WEST-AM in Allentown/Bethlehem as a portion of the consideration for the 1997 acquisition of WLEV-FM in Allentown/Bethlehem,

o the October 7, 1998 sale of WQCY-FM, WTAD-AM, WMOS-FM and WBJR-FM in Quincy for the sale price of approximately $2.3 million (the "Quincy Sale"),

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o the July 1998 initial public offering by Citadel Communications of shares of its common stock and the use of net proceeds from that offering,

o the November 1998 sale by Citadel Communications' subsidiary, Citadel Broadcasting Company, of $115.0 million principal amount of its 9-1/4% Senior Subordinated Notes due 2008 and the use of net proceeds from that offering,

o the June 1999 public offering by Citadel Communications of shares of its common stock and the use of net proceeds from that offering (the "1999 Offering"), and

o the August 1999 redemption of a portion of Citadel Broadcasting's outstanding 13-1/4% Exchangeable Preferred Stock (the "Preferred Redemption");

(2) the acquisition pending as of September 14, 1999 of KATT-FM, KYIS-FM, KCYI-FM, KNTL-FM and WWLS-AM in Oklahoma City for a purchase price of approximately $60.0 million (the "Pending Acquisition"); and

(3) the disposition pending as of September 14, 1999 of KKTT-FM, KEHK-FM and KUGN-AM in Eugene, KAKT-FM, KBOY-FM, KCMX-FM, KTMT-FM, KCMX-AM and KTMT-AM in Medford, KEYW-FM, KORD-FM, KXRX-FM, KTHT-FM and KFLD-AM in Tri-Cities, KCTR-FM, KKBR-FM, KBBB-FM, KMHK-FM and KBUL-AM in Billings, WQKK-AM and WGLU-FM in Johnstown and WQWK-FM, WNCL-FM, WRSC-AM and WBLF-AM in State College for the sale price of approximately $26.0 million (the "Pending Disposition").

The unaudited pro forma condensed consolidated financial statements are based on Citadel Communications' historical consolidated financial statements and the financial statements of those entities acquired, or from which assets were acquired, in connection with the Completed Transactions.

In the opinion of management, all adjustments necessary to fairly present this pro forma information have been made. The interest rate applied to borrowings under, and repayments of, Citadel Broadcasting's credit facility in the pro forma consolidated statements of operations was 8.4375%, which represents the interest rate in effect under the credit facility as of January 1, 1998.

Depreciation and amortization for the acquisitions are based upon preliminary allocations of the purchase price to property and equipment and intangible assets. Actual depreciation and amortization may differ depending on the final allocation of the purchase price. However, management does not believe these differences will be material.

For pro forma purposes, Citadel Communications' balance sheet as of June 30, 1999 has been adjusted to give effect to the following transactions as if each had occurred on June 30, 1999:

(1) the Portsmouth/Dover/Rochester/Portland Acquisition,

(2) the Pending Acquisition,

(3) the Pending Disposition, and

(4) the Preferred Redemption.

The unaudited pro forma information is presented for illustrative purposes only and does not indicate the operating results or financial position that would have occurred if the transactions described above had been completed on the dates indicated, nor is it indicative of future operating results or financial position if the pending transactions described above are completed. Citadel Communications cannot predict whether the completion of the Pending Acquisition and the Pending Disposition will conform to the assumptions used in the preparation of the unaudited pro forma condensed consolidated financial statements. Additionally, as of September 14, 1999, consummation of each of the Pending Acquisition and the Pending Disposition is subject to certain conditions. Although Citadel Communications believes these closing conditions are customary for transactions of this type, there can be no assurance that such conditions will be satisfied.

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CITADEL COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 1999
(DOLLARS IN THOUSANDS)

                                                                                                    ADJUSTMENTS
                                                                                                        FOR
                                                                                      CITADEL       THE PENDING
                                                                   ADJUSTMENTS     COMMUNICATIONS   ACQUISITION
                                                  ACTUAL               FOR          AS ADJUSTED         AND           PRO FORMA
                                                 CITADEL            COMPLETED      FOR COMPLETED    THE PENDING        CITADEL
                                              COMMUNICATIONS    TRANSACTIONS (1)    TRANSACTIONS    DISPOSITION(2)  COMMUNICATIONS
                                              --------------    ----------------   --------------   --------------  --------------
ASSETS
   Cash and cash equivalents                      $  68,680         $(57,096)        $  11,584         $   (500)      $  11,084
   Accounts and notes receivable, net                41,218            4,752            45,970            2,629          48,599
   Prepaid expenses                                   3,149              256             3,405              114           3,519
   Assets held for sale                              25,974               --            25,974          (25,974)             --
   --------------------                           ---------         --------         ---------         --------       ---------
      Total current assets                          139,021          (52,088)           86,933          (23,731)         63,202

   Property and equipment, net                       59,659            4,650            64,309            3,120          67,429
   Intangible assets, net                           412,150           56,678           468,828           56,162         524,990
   Other assets                                       4,377              405             4,782               --           4,782
   ------------                                   ---------         --------         ---------         --------       ---------

   TOTAL ASSETS                                   $ 615,207         $  9,645         $ 624,852         $ 35,551       $ 660,403
                                                  =========         ========         =========         ========       =========


LIABILITIES AND SHAREHOLDER'S EQUITY
   Accounts payable and accrued liabilities       $  15,383         $  2,091         $  17,474         $     --       $  17,474
   Current maturities of other long-term
     Obligations                                        212            1,750             1,962              360           2,322
     -----------                                  ---------         --------         ---------         --------       ---------
      Total current liabilities                      15,595            3,841            19,436              360          19,796

   Notes payable, less current maturities                --           42,236            42,236           34,000          76,236
   10 1/4% Notes                                     98,657               --            98,657               --          98,657
   9 1/4% Notes                                     111,638               --           111,638               --         111,638
   Other long-term obligations, less current
     Maturities                                       1,004           15,264            16,268            1,165          17,433
   Deferred tax liability                            31,354               --            31,354               --          31,354
   Exchangeable preferred stock                     124,900          (51,696)           73,204               --          73,204
   Common stock and APIC                            270,233               --           270,233               --         270,233
   Deferred compensation                               (932)              --              (932)              --            (932)
   Accumulated other comprehensive loss                 (52)              --               (52)              --             (52)
   Accumulated deficit/retained earnings            (37,190)              --           (37,190)              26         (37,164)
   -------------------------------------          ---------         --------         ---------         --------       ---------

   TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY     $ 615,207         $  9,645         $ 624,852         $ 35,551       $ 660,403
                                                  =========         ========         =========         ========       =========

(1) Represents the net effect of the Portsmouth/Dover/Rochester/Portland Acquisition and the Preferred Redemption as if each of the transactions had taken place on June 30, 1999. In the Preferred Redemption Citadel Broadcasting redeemed approximately 35% of its issued and outstanding 13-1/4% Exchangeable Preferred Stock. Approximately 452,000 shares were redeemed at a redemption price of $113.25 per share for a total of approximately $51.2 million. In addition Citadel Broadcasting paid approximately $515,000 of accrued dividends on the shares redeemed.

(2) Represents the net effect of the Pending Acquisition and the Pending Disposition.

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CITADEL COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(DOLLARS IN THOUSANDS)

                                                                       CITADEL     ADJUSTMENTS FOR    ADJUSTMENTS
                                                                   COMMUNICATIONS    THE PENDING        FOR THE
                                                                     AS ADJUSTED     ACQUISITION     1999 OFFERING
                                    ACTUAL       ADJUSTMENTS FOR         FOR           AND THE          AND THE       PRO FORMA
                                    CITADEL         COMPLETED         COMPLETED        PENDING         PREFERRED       CITADEL
                                COMMUNICATIONS   TRANSACTIONS (1)   TRANSACTIONS   DISPOSITION (2)    REDEMPTION    COMMUNICATIONS
                                --------------   ----------------   ------------   ---------------    -----------   --------------
Net revenue.....................     75,077          19,673            94,750         (2,257)               --          92,493
Station operating expenses......     51,706          13,686            65,392         (3,567)               --          61,825
Depreciation and amortization...     15,124           6,699            21,823          2,723                --          24,546
Corporate general and
  administrative................      2,886              --             2,886            (88)               --           2,798
                                    -------         -------           -------         ------            ------         -------
   Operating expenses...........     69,716          20,385            90,101           (932)               --          89,169
                                    -------         -------           -------         ------            ------         -------
Operating income (loss).........      5,361            (712)            4,649         (1,325)               --           3,324
Interest expense................     11,482           4,313            15,795          1,434            (3,700)         13,529
Other (income) expense, net.....       (709)             --              (709)            --                --            (709)
                                    -------         -------           -------         ------            ------         -------
Income (loss) before income
  taxes.........................     (5,412)         (5,025)          (10,437)        (2,759)            3,700          (9,496)
Income taxes (benefit)..........       (903)           (790)           (1,693)          (566)               --          (2,259)
Dividend requirement for
  Exchangeable Preferred Stock..     (8,025)             --            (8,025)            --             2,376          (5,649)
                                    -------         -------           -------         ------            ------         -------
Income (loss) from continuing
  operations Applicable to
  common shares.................    (12,534)         (4,235)          (16,769)        (2,193)            6,076         (12,886)
                                    =======         =======           =======         ======            ======         =======

(1) Represents the net effect of the Completed Transactions that were consummated after January 1, 1999, except the 1999 Offering and the Preferred Redemption, as if each transaction had taken place on January 1, 1998. Prior to the acquisition dates, Citadel Communications operated many of the acquired stations under a joint sales agreement ("JSA") or local marketing agreement ("LMA"). Citadel Communications receives fees for such services. Includes net revenue and station operating expenses for stations operated under JSAs to reflect ownership of the stations as of January 1, 1998. Net revenue and station expenses for stations operated under LMAs are included in Citadel Communications' historical consolidated financial statements. For those stations operated under JSAs or LMAs and subsequently acquired, associated fees and redundant expenses were eliminated and estimated occupancy costs were included to adjust the results of operations to reflect ownership of the stations as of January 1, 1998. Dollars in the table below are shown in thousands.

                                   PORTSMOUTH/    CHARLESTON/
                                      DOVER/       BINGHAMTON                                     CARLISLE
                                    ROCHESTER/       MUNCIE/     BATON ROUGE/     SAGINAW/       ACQUISITION
                                     PORTLAND        KOKOMO       LAFAYETTE       BAY CITY       AND CAPSTAR     THE COMPLETED
                                    ACQUISITION    ACQUISITION   ACQUISITION    ACQUISITION     TRANSACTIONS     TRANSACTIONS
                                    -----------    -----------   -----------    -----------     ------------     ------------
Net revenue                            7,302           9,687           1,371           526           787           19,673
Station operating expenses             4,630           6,752           1,275           486           543           13,686
Depreciation and amortization          2,926           2,683             628           202           260            6,699
                                      ------          ------          ------          ----          ----          -------
   Operating expenses                  7,556           9,435           1,903           688           803           20,385
                                      ------          ------          ------          ----          ----          -------
Operating income (loss)                 (254)            252            (532)         (162)          (16)            (712)
Interest expense                       1,782           2,531              --            --            --            4,313
                                      ------          ------          ------          ----          ----          -------
Income (loss) before income
  taxes                               (2,036)         (2,279)           (532)         (162)          (16)          (5,025)
Income taxes (benefit)                  (664)             --            (126)           --            --             (790)
                                      ------          ------          ------          ----          ----          -------
Income (loss) from
  continuing operations               (1,372)         (2,279)           (406)         (162)          (16)          (4,235)
                                      ======          ======          ======          ====          ====          =======

(2) Represents the net effect of the Pending Acquisition and the Pending Disposition as if each transaction had taken place on January 1, 1998. Dollars in the table below are shown in thousands.

                                                                                PENDING
                                                                            ACQUISITION AND
                                             PENDING         PENDING            PENDING
                                           DISPOSITION     ACQUISITION        DISPOSITION
                                           -----------     -----------      ---------------
Net revenue                                  (6,879)          4,622             (2,257)
Station operating expenses                   (6,723)          3,156             (3,567)
Depreciation and amortization                    --           2,723              2,723
Corporate general and administrative            (88)             --                (88)
                                             ------          ------             ------
   Operating expenses                        (6,811)          5,879               (932)
                                             ------          ------             ------
Operating income (loss)                         (68)         (1,257)            (1,325)
Interest expense                             (1,097)          2,531              1,434
                                             ------          ------             ------
Income (loss) before income taxes             1,029          (3,788)            (2,759)
Income taxes (benefit)                           --            (566)              (566)
                                             ------          ------             ------
Income (loss) from continuing
  operations                                  1,029          (3,222)            (2,193)
                                             ======          ======             ======

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CITADEL COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)

                                                                                                      ADJUSTMENTS
                                                                         CITADEL     ADJUSTMENTS FOR    FOR THE
                                                                     COMMUNICATIONS    THE PENDING   1999 OFFERING
                                     ACTUAL        ADJUSTMENTS FOR     AS ADJUSTED   ACQUISITION AND    AND THE       PRO FORMA
                                    CITADEL           COMPLETED       FOR COMPLETED    THE PENDING     PREFERRED       CITADEL
                                 COMMUNICATIONS   TRANSACTIONS (1)    TRANSACTIONS   DISPOSITION (2)   REDEMPTION   COMMUNICATIONS
                                 --------------   ----------------    ------------   ---------------   ----------   --------------
Net revenue......................    135,426           46,991            182,417         (7,179)           --         175,238
Station operating expenses.......     93,485           30,742            124,227         (7,371)           --         116,856
Depreciation and amortization....     26,414           18,284             44,698          4,073            --          48,771
Corporate general and
  administrative.................      4,369               --              4,369           (175)           --           4,194
                                    --------          -------           --------         ------        ------        --------
   Operating expenses............    124,268           49,026            173,294         (3,473)           --         169,821
                                    --------          -------           --------         ------        ------        --------
Operating income (loss)..........     11,158           (2,035)             9,123         (3,706)           --           5,417
Interest expense.................     18,126            7,753             25,879          2,869        (7,400)         21,348
Other (income) expense, net......     (1,651)              --             (1,651)          (174)           --          (1,825)
                                    --------          -------           --------         ------        ------        --------
Income (loss) before income taxes     (5,317)          (9,788)           (15,105)        (6,401)        7,400         (14,106)
Income taxes (benefit)...........     (1,386)          (1,833)            (3,219)        (1,132)           --          (4,351)
Dividend requirement for
  Exchangeable Preferred Stock...    (14,586)              --            (14,586)            --           138         (14,448)
                                    --------          -------           --------         ------        ------        --------
Income (loss) from
  continuing operations
  Applicable to common shares....    (18,517)          (7,955)           (26,472)        (5,269)        7,538         (24,203)
                                    ========          =======           ========         ======        ======        ========

(1) Represents the net effect of the Completed Transactions, except the 1999 Offering and the Preferred Redemption, as if each transaction had taken place on January 1, 1998. Prior to the acquisition dates, Citadel Communications operated many of the acquired stations under a JSA or LMA. Citadel Communications receives fees for such services. Includes net revenue and station operating expenses for stations operated under JSAs to reflect ownership of the stations as of January 1, 1998. Net revenue and station expenses for stations operated under LMAs are included in Citadel Communications' historical consolidated financial statements. For those stations operated under JSAs or LMAs and subsequently acquired, associated fees and redundant expenses were eliminated and estimated occupancy costs were included to adjust the results of operations to reflect ownership of the stations as of January 1, 1998. Dollars in the table below are shown in thousands.

                           PORTSMOUTH/   CHARLESTON/                                               REPAYMENT
                              DOVER/     BINGHAMTON/      BATON                       OTHER         OF THE     OFFERING     THE
                            ROCHESTER/     MUNCIE/       ROUGE/       SAGINAW/    ACQUISITIONS      CREDIT      OF THE   COMPLETED
                             PORTLAND       KOKOMO      LAFAYETTE     BAY CITY         AND         FACILITY     9-1/4%    TRANS-
                           ACQUISITION   ACQUISITION   ACQUISITION  ACQUISITION   DISPOSITIONS(a)    (b)      NOTES (c)   ACTIONS
                           -----------   -----------   -----------  -----------   ---------------  ---------  ---------   -------
Net revenue                   13,642       16,500         7,331        6,981          2,537            --           --      46,991
Station operating
  expenses                     8,676       11,051         5,170        4,447          1,398            --           --      30,742
Depreciation and
  amortization                 5,853        5,367         2,914        2,421          1,729            --           --      18,284
                             -------      -------        ------        -----         ------        ------       ------     -------
   Operating expenses         14,529       16,418         8,084        6,868          3,127            --           --      49,026
Operating income (loss)         (887)          82          (753)         113           (590)           --           --      (2,035)
Interest expense               5,358        5,063            --           --            445        (4,487)       1,374       7,753
                             -------      -------        ------        -----         ------        ------       ------     -------
Income (loss) before
  income taxes                (6,245)      (4,981)         (753)         113         (1,035)        4,487       (1,374)     (9,788)
Income taxes (benefit)        (1,328)          --          (505)          --             --            --           --      (1,833)
                             -------      -------        ------        -----         ------        ------       ------     -------
Income (loss) from
 continuing Operations        (4,917)      (4,981)         (248)         113         (1,035)        4,487       (1,374)     (7,955)
                             =======      =======        ======        =====         ======        ======       ======     =======

(a) Represents the net effect of the Carlisle Acquisition, the Capstar Transactions, the Boise Acquisition, the Wilkes-Barre/Scranton Acquisitions, the disposition of WEST-AM in Allentown/Bethlehem, the acquisition of KAAY-AM in Little Rock and the Quincy Sale.

(b) Represents the repayment of outstanding borrowings under Citadel Broadcasting's credit facility with the proceeds from the Citadel Communications' initial public offering.

(c) Reflects the recording of the net increase in interest expense and the amortization of deferred financing costs of $3.5 million related to Citadel Broadcasting's 9-1/4% Senior Subordinated Notes due 2008.

7

(2) Represents the net effect of the Pending Acquisition and the Pending Disposition as if each transaction had taken place on January 1, 1998. Dollars in the table below are shown in thousands.

                                                                                     PENDING
                                                                                 ACQUISITION AND
                                                  PENDING           PENDING          PENDING
                                                DISPOSITION       ACQUISITION      DISPOSITION
                                                -----------       -----------    ----------------
Net revenue                                       (15,379)            8,200           (7,179)
Station operating expenses                        (13,611)            6,240           (7,371)
Depreciation and amortization                      (1,372)            5,445            4,073
Corporate general and administrative                 (175)               --             (175)
                                                  -------           -------           ------
   Operating expenses                             (15,158)           11,685           (3,473)
Operating income (loss)                              (221)           (3,485)          (3,706)
Interest expense                                   (2,194)            5,063            2,869
Other (income) expense                               (174)               --             (174)
                                                  -------           -------           ------
Income (loss) before income taxes                   2,147            (8,548)          (6,401)
Income taxes (benefit)                                 --            (1,132)          (1,132)
                                                  -------           -------           ------
Income (loss) from continuing operations            2,147            (7,416)          (5,269)
                                                  =======           =======           ======

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CITADEL COMMUNICATIONS
CORPORATION

Date: December 3, 1999            By: /s/ Lawrence R. Wilson
                                     -----------------------------------------
                                      Lawrence R. Wilson
                                      Chairman, Chief Executive Officer and
                                      President

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