<PAGE>   1



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                    FORM 10-Q

    (Mark One)

    [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       OR

    [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

            For the transition period from __________ to ____________


                        Commission file number: 000-24515


                       CITADEL COMMUNICATIONS CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Nevada                                         86-0748219
  -------------------------------                    -------------------
  (State or other jurisdiction of                      (I.R.S.Employer
  incorporation or organization)                     Identification No.)

    City Center West, Suite 400,
     7201 West Lake Mead Blvd.,
          Las Vegas, Nevada                                 89128
----------------------------------------                  ----------
(Address of principal executive offices)                  (Zip Code)


       Registrant's telephone number, including area code: (702) 804-5200
                                                          ----------------


--------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __
--------------------------------------------------------------------------------

         As of November 8, 1999 there were 31,319,738 shares of common stock,
$.001 par value per share, outstanding.




<PAGE>   2




                       Citadel Communications Corporation

                                    Form 10-Q
                               September 30, 1999

                                      Index

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>     <C>                                                                                         <C>
Part I

Item 1 - Financial Statements........................................................................3
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations......10
Item 3 - Qualitative and Quantitative Disclosures about Market Risk.................................21

Part II

Item 1 - Legal Proceedings..........................................................................21
Item 4 - Submission of Matters to a Vote of Security Holders........................................22
Item 5 - Other Information..........................................................................22
Item 6 - Exhibits and Reports on Form 8-K...........................................................24
</TABLE>


                                       2

<PAGE>   3




PART I

ITEM 1. FINANCIAL STATEMENTS

                CITADEL COMMUNICATIONS CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               SEPTEMBER 30,      DECEMBER 31,
                                                                    1999              1998
                                                               -------------      -----------
                                                                (UNAUDITED)
<S>                                                           <C>                 <C>
                                  ASSETS
 Current assets:
      Cash and cash equivalents                                   $  8,798          $102,842
      Accounts receivable, less allowance for doubtful
           accounts of $2,513 in 1999 and $1,187 in 1998            48,004            34,197
      Due from related parties                                         204               215
      Prepaid expenses                                               3,808             1,956
      Assets held for sale                                          25,991            25,938
                                                                  --------          --------
               Total current assets                                 86,805           165,148

 Property and equipment, net                                        68,088            34,085
 Intangible assets, net                                            480,431           268,790
 Other assets                                                        4,205             4,238
                                                                  --------          --------
                                                                  $639,529          $472,261
                                                                  ========          ========

                   LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
      Accounts payable                                            $  3,345          $  4,360
      Accrued liabilities                                           11,676            10,900
      Current maturities of other long-term obligations                994               287
                                                                  --------          --------
               Total current liabilities                            16,015            15,547

 Notes payable, less current maturities                             57,500                --
 Senior subordinated notes payable, net of discount                210,401           210,091
 Other long-term obligations, less current maturities                2,685             1,041
 Deferred tax liability                                             46,964            24,844

 Exchangeable preferred stock                                       82,526           116,775

 Shareholders' equity:
      Common stock, $.001 par value; authorized
         200,000,000 shares, issued and outstanding;
         31,317,338 and 25,728,771 shares as of September
         30, 1999 and December 31, 1998, respectively                   31                26
      Additional paid-in capital                                   263,483           137,899
      Deferred compensation                                         (3,329)           (1,044)
      Unrealized loss on hedging contract                              (12)             (236)
      Accumulated deficit                                          (36,735)          (32,682)
                                                                  --------          --------
               Total shareholders' equity                          223,438           103,963
                                                                  --------          --------

                                                                  $639,529          $472,261
                                                                  ========          ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.




                                       3
<PAGE>   4





                CITADEL COMMUNICATIONS CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
              (IN THOUSANDS, EXCEPT FOR SHARES AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED                      NINE MONTHS ENDED
                                                        SEPTEMBER 30,                           SEPTEMBER 30,
                                               ------------------------------          -----------------------------
                                                  1999                1998                1999               1998
                                               ----------          ----------          ----------          ---------
<S>                                           <C>                 <C>                 <C>                 <C>
Gross broadcasting revenue                        $56,343             $39,551            $139,090           $109,240
  Less agency commissions                          (4,899)             (3,653)            (12,569)           (10,419)
                                               ----------          ----------          ----------          ---------
   Net broadcasting revenue                        51,444              35,898             126,521             98,821

Operating expenses:

  Station operating expenses                       33,418              23,972              85,124             69,412
  Depreciation and amortization                    10,465               7,042              25,589             20,005
  Corporate general and administrative              2,035               1,083               4,921              3,351
                                               ----------          ----------          ----------          ---------
        Operating expenses                         45,918              32,097             115,634             92,768

Operating income                                    5,526               3,801              10,887              6,053

Nonoperating expenses (income):
    Interest expense                                6,021               3,548              17,502             13,590
    Other (income) expense, net                      (478)                (14)             (1,187)               (94)
                                               ----------          ----------          ----------          ---------
    Nonoperating expenses, net                      5,543               3,534              16,315             13,496


    Income (loss) before income taxes                 (17)                267              (5,428)            (7,443)

    Income tax (benefit)                             (472)               (280)             (1,376)            (1,163)
                                               ----------          ----------          ----------          ---------
    Net income (loss)                                 455                 547              (4,052)            (6,280)

    Dividend requirement for exchangeable
       preferred stock                              3,296               3,763              11,322             10,823
                                               ----------          ----------          ----------          ---------

    Net loss applicable to common shares          $(2,841)            $(3,216)           $(15,374)          $(17,103)
                                               ==========          ==========          ==========          =========

     Basic and diluted net loss per
        common share                              $ (0.09)            $ (0.20)           $  (0.55)          $  (2.22)
                                               ==========          ==========          ==========          =========
     Weighted average common shares
        outstanding                            31,299,962          16,468,645          27,871,316          7,690,114
                                               ==========          ==========          ==========          =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.





                                       4

<PAGE>   5





                CITADEL COMMUNICATIONS CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED               NINE MONTHS ENDED
                                                SEPTEMBER 30,                    SEPTEMBER 30,
                                             -----------------------        -----------------------
                                              1999             1998          1999             1998
                                             ------           ------        ------           ------
<S>                                          <C>             <C>          <C>              <C>
Net income (loss)                             $455            $ 547        $(4,052)         $(6,280)

Other comprehensive income (loss):
  Unrealized gain (loss) on hedging
    contract, net of tax                        40             (596)           224             (596)
                                              ----            -----        -------          -------

Comprehensive income (loss)                   $495            $ (49)       $(3,828)         $(6,876)
                                              ====            =====        =======          =======
</TABLE>


See accompanying notes to condensed consolidated financial statements.






                                       5

<PAGE>   6
                CITADEL COMMUNICATIONS CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     NINE MONTHS ENDED SEPTEMBER 30,
                                                                         1999               1998
                                                                      ----------         ----------
   <S>                                                              <C>                 <C>
 Cash flows from operating activities:
      Net loss                                                         $(4,052)           $(6,280)
      Adjustments to reconcile net loss to net cash
            provided by operating activities:
      Depreciation and amortization                                     25,589             20,005
      Amortization of debt issuance costs and
            debt discounts                                                 761                480
      Bad debt expense                                                   2,796                887
      Deferred tax benefit                                              (1,737)            (1,341)
      Deferred compensation                                                252                 --
      Recognition of deferred revenue                                      (25)                --
      Changes in assets and liabilities, net of acquisitions:
           Increase in accounts receivable and
             notes receivable from related parties                     (12,302)            (6,941)
           Increase in prepaid expenses                                 (1,663)            (1,751)
           (Increase) decrease in other assets                             (18)             1,293
           Decrease in accounts payable                                 (2,355)              (969)
           Increase (decrease) in accrued liabilities                       91             (1,437)
                                                                     ---------          ---------
      Net cash provided by operating activities                          7,337              3,946

 Cash flows from investing activities:
      Capital expenditures                                             (15,938)            (1,747)
      Capitalized acquisition costs                                     (2,879)            (1,963)
      Cash paid to acquire stations                                   (228,014)           (36,290)
      Deposits for pending acquisitions                                     --                650
                                                                     ---------          ---------
      Net cash used in investing activities                           (246,831)           (39,350)

 Cash flows from financing activities:
      Proceeds received from stock offering                            140,400            116,514
      Payment of costs related to stock offering                        (1,310)            (9,643)
      Proceeds from exercise of stock options                            1,425                 48
      Proceeds from notes payable                                       57,500             35,000
      Redemption of exchangeable preferred stock
        including cash dividend                                        (51,712)                --
      Principal payments on notes payable                                   --           (106,358)
      Principal payments on other long-term obligations                   (309)              (346)
      Payment of debt issuance costs                                      (544)               (89)
                                                                     ---------          ---------
      Net cash provided by financing activities                        145,450             35,126

 Net decrease in cash and cash equivalents                             (94,044)              (278)

 Cash and cash equivalents, beginning of period                        102,842              7,685
                                                                     ---------          ---------

 Cash and cash equivalents, end of period                              $ 8,798            $ 7,407
                                                                     =========          =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       6

<PAGE>   7


               CITADEL COMMUNICATIONS CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

(1) General

Citadel Communications Corporation ("Citadel Communications") was formed
March 24, 1993 as a Nevada corporation and is a holding company which owns all
of the issued and outstanding common stock of Citadel Broadcasting Company
("Citadel Broadcasting"). Citadel License, Inc. ("Citadel License") is a
wholly-owned subsidiary of Citadel Broadcasting. Citadel Broadcasting and
Citadel License own and operate radio stations and hold Federal Communication
Commission licenses in Arkansas, California, Colorado, Idaho, Indiana,
Louisiana, Maine, Michigan, Nevada, New Hampshire, New Mexico, New York,
Pennsylvania, Rhode Island, South Carolina, Utah and Washington. In addition,
Citadel Broadcasting owns and operates an internet service provider, offering
its subscribers a variety of services, including electronic mail and access to
the internet.

(2) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of
Citadel Communications Corporation and Subsidiary (the "Company") have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
of normal recurring accruals, considered necessary for a fair presentation have
been included. Operating results for the three and nine months ended September
30, 1999 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1999. For further information, refer to the
consolidated financial statements and notes thereto included in Citadel
Communications Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998.

(3) Recent Transactions

On January 4, 1999, Citadel Broadcasting acquired radio station WBHT-FM in
Wilkes-Barre, Pennsylvania for a purchase price of approximately $1.3 million.
The acquisition was accounted for using the purchase method of accounting. Prior
to the acquisition, Citadel Broadcasting operated WBHT-FM under a local
marketing agreement since July 3, 1997.

On January 11, 1999, Citadel Broadcasting exercised its options to purchase
WKQV-FM and WKQV-AM in Wilkes-Barre/Scranton, Pennsylvania and on May 3, 1999,
Citadel Broadcasting purchased WKQV-FM for approximately $1.0 million.
Subsequently, Citadel Broadcasting terminated its agreement to acquire WKQV-AM,
but will continue operating this station under a joint sales agreement through
December 31, 1999. Citadel Broadcasting had operated WKQV-FM under a local
marketing agreement and has operated WKQV-AM under a joint sales agreement,
since July 3, 1997. The acquisition of WKQV-FM was accounted for using the
purchase method of accounting.

On February 9, 1999, Citadel Broadcasting acquired the assets of 62nd Street
Broadcasting of Saginaw, LLC for approximately $35.0 million. The acquisition of
these assets included 5 FM radio stations and 1 AM radio station in Saginaw/Bay
City, Michigan. The acquisition was accounted for using the purchase method of
accounting.

On February 17, 1999, Citadel Broadcasting acquired radio stations WHYL-AM/FM in
Carlisle, Pennsylvania for approximately $4.5 million. The acquisition was
accounted for using the purchase method of accounting. In conjunction with this
acquisition, Citadel Broadcasting acquired real estate used in the operation of
WHYL-AM/FM for a purchase price of approximately $0.3 million.

On March 2, 1999, Citadel Broadcasting acquired Brainiac Services, Inc., an
internet service provider, in Riverside, Rhode Island for approximately
$0.3 million. The acquisition was accounted for using the purchase method of
accounting.

On March 17, 1999, Citadel Broadcasting acquired all of the outstanding shares
of capital stock of Citywide Communications, Inc. and all of the outstanding
warrants to acquire shares of capital stock of Citywide. The aggregate purchase
price was approximately $31.5 million. In connection with the acquisition,
Citadel Broadcasting acquired 6 FM and 3 AM radio stations in the Baton Rouge
and Lafayette, Louisiana markets. The acquisition was accounted for using the
purchase method of accounting.


                                       7

<PAGE>   8

On April 30, 1999, Citadel Broadcasting purchased radio stations KVOR-AM and
KTWK-AM in Colorado Springs and radio stations KEYF-AM/FM in Spokane from
Capstar Acquisition Company, Inc. ("Capstar") for an aggregate purchase price of
approximately $10.0 million. In addition, Citadel Broadcasting exchanged radio
station KKLI-FM in Colorado Springs for Capstar's radio station KSPZ-FM in
Colorado Springs. The acquisitions were accounted for using the purchase method
of accounting.

On May 3, 1999, Citadel Broadcasting purchased KNJY-FM in Spokane, Washington
for approximately $4.2 million. The acquisition was accounted for using the
purchase method of accounting.

On June 30, 1999, Citadel Broadcasting acquired substantially all of the assets
of Wicks Broadcasting Group Limited Partnership and related entities for
approximately $77.0 million. The acquisition of these assets included 10 FM and
6 AM radio stations serving the Charleston, South Carolina; Binghamton, New
York; Muncie, Indiana and Kokomo, Indiana markets. The acquisition was accounted
for using the purchase method of accounting.

On August 24, 1999, Citadel Broadcasting entered into a definitive agreement to
acquire all of the partnership interests in Caribou Communications Co., which
owns 4 FM stations and 1 AM station in Oklahoma City, Oklahoma. The aggregate
purchase price is approximately $60.0 million and the acquisition will be
accounted for using the purchase method of accounting.

On August 31, 1999, Citadel Broadcasting acquired all of the outstanding shares
of capital stock of Fuller-Jeffrey Broadcasting Companies, Inc. The aggregate
purchase price was approximately $65.3 million, which amount includes the
repayment of certain outstanding indebtedness of Fuller-Jeffrey and
approximately $1.8 million payable over a seven-year period relating to a
consulting and non-competition agreement. In connection with the acquisition,
Citadel Broadcasting acquired 10 FM radio stations in Portsmouth, New Hampshire
and Portland, Maine. The acquisition was accounted for using the purchase method
of accounting.

(4) Stock Offering

On June 25, 1999, Citadel Communications completed a stock offering of
11,500,000 shares of its common stock at $29.25 per share. Of such shares,
5,000,000 shares were sold by Citadel Communications and 6,500,000 shares were
sold by certain stockholders of Citadel Communications. Total proceeds of the
offering, net of underwriting discounts and commissions, were $322.9 million of
which proceeds to Citadel Communications were $140.4 million and proceeds to the
selling stockholders were $182.5 million. Total underwriting discounts and
commissions were $13.5 million.

On the same date as the stock offering, Citadel Communications purchased 5,000
shares of common stock of Citadel Broadcasting for an aggregate purchase price
of approximately $51.7 million and contributed approximately $88.7 million of
additional paid in capital to Citadel Broadcasting. The purchase of stock and
additional capital contributions were funded by the net proceeds from Citadel
Communications' stock offering.

(5) Redemption of Exchangeable Preferred Stock

    On August 2, 1999, Citadel Broadcasting redeemed approximately 35% of its
issued and outstanding 13 1/4% exchangeable preferred stock. Total shares
redeemed were approximately 452,000 at a redemption price of $113.25 per share
for a total of approximately $51.2 million. In addition, Citadel Broadcasting
paid approximately $0.5 million of accrued dividends on the redeemed shares.
Proceeds from Citadel Broadcasting's sale of 5,000 shares of common stock to
Citadel Communications were utilized to complete the redemption.

(6) Deferred Compensation

On July 27, 1999, the shareholders of Citadel Communications approved the 1999
Long-Term Incentive Plan (the "Plan"), which is intended to be the primary
long-term incentive vehicle for senior management. The Plan provides for the
granting of options, which options are earned in one-fifth increments for each
required increase in the average stock price (with the average calculated over
20 consecutive trading days) of Citadel Communication's common stock. The
required increase is equal to one-fifth of the difference between the option's
doubled exercise price and the option's exercise price. Options to purchase
1,750,000 shares of common stock were granted under the Plan effective as of
June 25, 1999.

On July 23, 1999, one fifth of the options granted under the plan (350,000
shares) were earned. The difference between the exercise price and the fair
market value of Citadel Communications stock at the date the options were earned
has been recorded as deferred compensation of approximately $2.5 million. The
compensation will be amortized over 5 years, the period over which the earned
portion of the options vest.


                                       8
<PAGE>   9


(7) Subsequent Events

On October 1, 1999, Citadel Broadcasting acquired certain assets and subscriber
agreements of Connect Communications Corporation, an internet service provider
in Arkansas, in exchange for extinguishment of approximately $0.1 million in
accounts receivable and certain equipment owned by Citadel Broadcasting. The
acquisition will be accounted for using the purchase method of accounting. Ted
Snider, Jr., the son of Ted Snider, Sr., a director of Citadel Communications
and Citadel Broadcasting, is a director and shareholder of Connect
Communications Corporation, which continues to provide services to Citadel
Broadcasting.

On October 5, 1999, Citadel Broadcasting entered into a purchase and sale
agreement with Kenneth A. Rushton, as Trustee of the Chapter 7 Bankruptcy Estate
of Venture Broadcasting, Inc., to acquire an AM radio station serving the Salt
Lake City, Utah market. The purchase price for the station and a related tower
site is approximately $0.6 million. The acquisition will be accounted for using
the purchase method of accounting.

On October 8, 1999, Citadel Broadcasting entered into an exchange agreement with
Titus Broadcasting Systems, Inc. to acquire one AM radio station in Binghamton,
New York in exchange for one AM station in Binghamton owned by Citadel
Broadcasting and approximately $0.6 million in cash. The acquisition will be
accounted for using the purchase method of accounting.

On October 28, 1999, Citadel Broadcasting entered into a definitive agreement to
acquire from Broadcasting Partners Holdings, L.P. and it's affiliates the assets
of 36 radio stations in 11 markets for approximately $190.0 million. Upon
consummation of the agreement, including the completion of pending acquisitions
by the selling entities, Citadel Broadcasting will acquire 5 stations in
Buffalo, New York; 4 stations in Syracuse, New York; 3 stations in Atlantic
City, New Jersey; 5 stations in Tyler-Longview, Texas; 3 stations in New London,
Connecticut; 2 stations in New Bedford, Massachusetts; 4 stations in Monroe,
Louisiana; 4 stations in Augusta-Waterville, Maine; 2 stations in Ithaca, New
York; 3 stations in Presque Isle-Caribou, Maine; 1 station in
Dennysville-Calais, Maine and the right to operate one additional station in
Atlantic City, New Jersey. The acquisition will be accounted for using the
purchase method of accounting.

On November 1, 1999, Citadel Broadcasting purchased KOOJ-FM in Baton Rouge,
Louisiana from KTBT Radio Broadcasting Company, Inc. for approximately $9.5
million. The acquisition will be accounted for using the purchase method of
accounting. Prior to completion of the acquisition, Citadel Broadcasting began
operating KOOJ-FM under a local marketing agreement on August 1, 1999.

On November 9, 1999, Citadel Broadcasting sold substantially all of the assets
of its 18 FM and 7 AM radio stations in Eugene and Medford, Oregon, Tri-Cities,
Washington, Billings, Montana and Johnstown and State College, Pennsylvania for
an approximate sale price of $26.0 million.

(8) Additional Borrowings and Acquisition Financing

On August 31, 1999, Citadel Broadcasting borrowed $57.5 million under its credit
facility, which allows for revolving loan borrowings up to a maximum of $128.1
million as of September 30, 1999. Interest on the credit facility is due
quarterly based on the LIBOR rate plus a maximum of 2.75% based on Citadel
Broadcasting's leverage ratio. The interest rate for the quarter ended September
30, 1999 was approximately 6.9%.

As previously described, Citadel Broadcasting has entered into definitive
agreements to acquire additional radio stations for a total aggregate purchase
price of approximately $251.2 million. The borrowing capacity of the current
credit facility will be exceeded and therefore the Company will require
additional funds to complete the acquisitions.

The Company has decided to replace its current credit facility with a new
facility. The new credit facility is expected to provide approximately $400.0
million in availability which would provide the Company with the required funds
to complete the acquisitions. The Company anticipates finalizing the new credit
facility prior to December 31, 1999. However, there can be no assurances that
the Company will be able to replace its current facility with a new facility in
an amount sufficient to complete all of the pending acquisitions. In addition,
the Company may consider other financing alternatives, such as selling
additional equity or debt securities. Again, there can be no assurances that the
Company could obtain such financing on terms favorable to the Company or at all.
Any sale of additional common or convertible equity or convertible debt
securities would result in additional dilution to the Company's stockholders.




                                       9
<PAGE>   10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

    Certain matters in this Form 10-Q, including, without limitation, certain
matters discussed in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, and in Quantitative and Qualitative
Disclosures about Market Risk, constitute "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Those statements
include statements regarding the intent, belief or current expectations of
Citadel Communications Corporation and its subsidiary (collectively the
"Company"), its directors or its officers with respect to, among other things,
future events and financial trends affecting the Company.

    Forward-looking statements are typically identified by the words "believes,"
"expects," "anticipates," "intends," "estimates," and similar expressions. In
addition, any statements that refer to expectations or other characterizations
of future events or circumstances are forward-looking statements. Readers are
cautioned that any such forward-looking statements are not guarantees of future
performance and that matters referred to in such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among other
things, the impact of current or pending legislation and regulation, antitrust
considerations and other risks and uncertainties, as well as those matters
discussed under the captions "Year 2000 Matters" and "Risk Factors" in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations. The Company undertakes no obligation to publicly update or revise
these forward-looking statements because of new information, future events or
otherwise.

GENERAL

    Citadel Communications Corporation ("Citadel Communications") was formed
March 24, 1993 as a Nevada corporation and is a holding company which owns all
of the issued and outstanding common stock of Citadel Broadcasting Company
("Citadel Broadcasting"). Citadel License, Inc. ("Citadel License") is a
wholly-owned subsidiary of Citadel Broadcasting. Citadel Communications
Corporation, Citadel Broadcasting and Citadel License are collectively referred
to as the "Company." Citadel Broadcasting and Citadel License own and operate
radio stations and hold Federal Communication Commission licenses in Arkansas,
California, Colorado, Idaho, Indiana, Louisiana, Maine, Michigan, Nevada, New
Hampshire, New Mexico, New York, Pennsylvania, Rhode Island, South Carolina,
Utah and Washington. In addition, Citadel Broadcasting owns and operates an
internet service provider, offering its subscribers a variety of services,
including electronic mail and access to the internet.

    General economic conditions have an impact on the Company's business and
financial results. From time to time the markets in which the Company operates
experience weak economic conditions that may negatively affect the revenue of
the Company. However, management believes that this impact is somewhat mitigated
by the Company's diverse geographical presence. In addition, the Company's
financial results are also dependent on a number of factors, including the
general strength of the local and national economies, population growth, the
ability to provide popular programming, local market and regional competition,
relative efficiency of radio broadcasting compared to other advertising media,
signal strength and government regulation and policies.

    In the following analysis, management discusses the Company's broadcast cash
flow. The performance of a radio station group is customarily measured by its
ability to generate broadcast cash flow. The two components of broadcast cash
flow are gross revenue, net of agency commissions, and operating expenses,
excluding depreciation and amortization, corporate general and administrative
expenses and non-cash and non-recurring charges. Broadcast cash flow assists in
comparing performance on a consistent basis across companies without regard to
depreciation and amortization, which can vary significantly depending on
accounting methods, particularly when acquisitions are involved. Earnings before
interest, taxes, depreciation and amortization, or EBITDA, consists of operating
income (loss) before depreciation and amortization. Although broadcast cash flow
and EBITDA are not measures of performance calculated in accordance with
generally accepted accounting principles, management believes that they are
useful to an investor in evaluating the Company because they are measures widely
used in the broadcasting industry to evaluate a radio company's operating
performance. However, broadcast cash flow and EBITDA should not be considered in
isolation or as substitutes for net income, cash flows from operating activities
and other income or cash flow statement data prepared in accordance with
generally accepted accounting principles as a measure of liquidity or
profitability.


                                       10

<PAGE>   11
    The principal source of the Company's revenue is the sale of broadcasting
time on its radio stations for advertising. As a result, the Company's revenue
is affected primarily by the advertising rates its radio stations charge.
Correspondingly, the rates are based upon a station's ability to attract
audiences in the demographic groups targeted by its advertisers, as measured
principally by periodic Arbitron Radio Market Reports. The number of
advertisements that can be broadcast without jeopardizing listening levels, and
the resulting ratings, is limited in part by the format of a particular station.
Each of the Company's stations has a general pre-determined level of on-air
inventory that it makes available for advertising, which may be different at
different times of the day and tends to remain stable over time.

    The Company's revenue varies throughout the year. As is typical in the radio
broadcasting industry, the Company's first calendar quarter generally produces
the lowest revenue, and the fourth quarter generally produces the highest
revenue.

    The primary operating expenses incurred in the ownership and operation of
radio stations include employee salaries and commissions, programming expenses
and advertising and promotional expenses. The Company strives to control these
expenses by working closely with local station management. The Company also
incurs and will continue to incur significant depreciation, amortization and
interest expense as a result of completed and anticipated future acquisitions of
stations and existing and future borrowings.

    The Company's internet service provider recorded gross revenue and net loss
of $0.9 million and $(1.4) million, respectively, for the three months ended
September 30, 1999 and $3.5 million and $(1.9) million, respectively, for the
nine months ended September 30, 1999. The revenue generated from the internet
service provider has been included in broadcasting revenue as the amount is not
considered material to understanding the changes in the results of operations
for the three months and nine months ended September 30, 1999 as compared to the
three months and nine months ended September 30, 1998.

RESULTS OF OPERATIONS

    The Company's unaudited condensed consolidated financial statements tend not
to be directly comparable from period to period due to acquisition activity. The
Company's acquisitions in the first through third quarter of 1999 and during the
year ended 1998, all of which have been accounted for using the purchase method
of accounting, and the results of operations of which have been included since
the date of acquisition, were as follows:

     1998 Acquisitions and Dispositions: WEMR-AM and WEMR-FM in
Wilkes-Barre/Scranton, Pennsylvania were acquired on January 2, 1998. KQFC-FM,
KKGL-FM and KBOI-AM in Boise, Idaho were acquired on February 12, 1998. WCTP-FM,
WCTD-FM and WCDL-AM in Wilkes-Barre/Scranton, Pennsylvania were acquired on
March 26, 1998. KIZN-FM and KZMG-FM in Boise, Idaho were acquired on April 21,
1998. On July 7, 1998, the Company disposed of WEST-AM in Allentown,
Pennsylvania, in connection with a prior acquisition. The Company also disposed
of all of the stations in the Quincy, Illinois market on October 8, 1998.
KAAY-AM in Little Rock, Arkansas was acquired on November 17, 1998. In
conjunction with this acquisition, the Company sold KRNN-AM in Little Rock,
Arkansas. Digital Planet in Salt Lake City, Utah was acquired on September 18,
1998. Internet Technology Systems, Inc. in Salt Lake City, Utah was acquired on
September 30, 1998. In Quo, The Johnson Connection, LLC and the Friendly Net,
LLC in Salt Lake City, Utah were acquired on October 15, 1998, October 26, 1998
and December 8, 1998, respectively.

    1999 First Through Third Quarter Acquisitions: WBHT-FM in Wilkes-Barre,
Pennsylvania was acquired on January 4, 1999. Prior to the acquisition, the
Company had operated WBHT-FM under a local marketing agreement since July 3,
1997. On February 9, 1999 the Company acquired the assets of 62nd Street
Broadcasting of Saginaw, LLC. The acquisition of these assets included 5 FM
radio stations and 1 AM radio station in Saginaw/Bay City, Michigan. WHYL-AM/FM
in Carlisle, Pennsylvania were acquired on February 17, 1999. On March 17, 1999,
the Company acquired all of the outstanding shares of capital stock of Citywide
Communications, Inc. and all of the outstanding warrants to acquire shares of
capital stock of Citywide. In connection with the acquisition, the Company
acquired 6 FM and 3 AM radio stations in the Baton Rouge and Lafayette,
Louisiana markets. On April 30, 1999, the Company purchased KVOR-AM and KTWK-AM
in Colorado Springs, Colorado and KEYF-AM/FM in Spokane, Washington. In
addition, the Company exchanged KKLI-FM for KSPZ-FM in Colorado Springs. On May
3, 1999, the Company acquired WKQV-FM in Wilkes-Barre/Scranton, Pennsylvania and
KNJY-FM in Spokane. On June 30, 1999, the Company acquired substantially all of
the assets of Wicks Broadcast Group Limited Partnership and related entities.
The acquisition of these assets included 10 FM and 6 AM radio stations serving
the Charleston, South Carolina; Binghamton, New York; Muncie, Indiana and
Kokomo, Indiana markets. On August 31, 1999, the Company acquired all of the
outstanding shares of capital stock of Fuller-Jeffrey Broadcasting Companies,
Inc. In connection with the acquisition, the Company acquired 10 FM radio
stations in Portsmouth, New Hampshire and Portland, Maine. Brainiac Services,
Inc., an internet service provider, in Riverside, Rhode Island was acquired on
March 2, 1999.




                                       11
<PAGE>   12
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1998

    NET BROADCASTING REVENUE. Net broadcasting revenue increased $15.5 million
or 43.2% to $51.4 million for the three months ended September 30, 1999 from
$35.9 million for the three months ended September 30, 1998, primarily due to
the acquisition of radio stations in 1999. For stations owned and operated over
the comparable periods in 1999 and 1998 (excluding the 25 stations sold on
November 9, 1999), net broadcasting revenue improved $5.3 million or 17.4% to
$35.8 million in 1999 from $30.5 million in 1998, primarily due to increased
ratings and improved selling efforts.

    STATION OPERATING EXPENSES. Station operating expenses increased $9.4
million or 39.2% to $33.4 million for the three months ended September 30, 1999
from $24.0 million for the three months ended September 30, 1998. The increase
was primarily attributable to the inclusion of station operating expenses of the
radio stations acquired after September 30, 1998.

     BROADCAST CASH FLOW. As a result of the factors described above, broadcast
cash flow increased $6.1 million or 51.3% to $18.0 million for the three months
ended September 30, 1999 from $11.9 million for the three months ended September
30, 1998. For stations owned and operated over the comparable periods in 1999
and 1998 (excluding the 25 stations sold on November 9, 1999 and a charge of
approximately $0.7 million related to the write-off of barter receivables in the
third quarter of 1999), broadcast cash flow increased $2.7 million or 26.5% to
$12.9 million in 1999 from $10.2 million in 1998. As a percentage of net
broadcasting revenue, broadcast cash flow improved to 35.0% for the three months
ended September 30, 1999 compared to 33.2% for the three months ended September
30, 1998.

    CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES. Corporate general and
administrative expenses increased $0.9 million or 81.8% to $2.0 million for the
three months ended September 30, 1999 from $1.1 million for the three months
ended September 30, 1998. The increase was due primarily to an increase in
staffing levels and associated costs needed to support the Company's growth,
increased professional fees and expenses due to public company reporting
requirements, non-cash compensation related to stock options and costs incurred
in unsuccessful acquisitions.

    EBITDA. As a result of the factors described above, EBITDA increased $5.2
million or 48.1% to $16.0 million for the three months ended September 30, 1999
from $10.8 million for the three months ended September 30, 1998.

    DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased $3.5 million or 50.0% to $10.5 million for the three months ended
September 30, 1999 from $7.0 million for the three months ended September 30,
1998, primarily due to radio station acquisitions completed during 1998 and in
the first through third quarters of 1999.

    INTEREST EXPENSE. Interest expense increased $2.5 million or 71.4% to $6.0
million for the three months ended September 30, 1999 from $3.5 million for the
three months ended September 30, 1998, primarily due to interest expense
associated with Citadel Broadcasting's 9-1/4% Senior Subordinated Notes issued
on November 19, 1998.

    INCOME TAX BENEFIT. The income tax benefit for the three months ended
September 30, 1999 and 1998 represents the reversal of deferred tax liabilities
established at the date of acquisition due to differences in tax bases and the
financial statement carrying amounts of intangibles and fixed assets acquired in
stock-based acquisitions, offset by state tax expense.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1998

    NET BROADCASTING REVENUE. Net broadcasting revenue increased $27.7 million
or 28.0% to $126.5 million for the nine months ended September 30, 1999 from
$98.8 million for the nine months ended September 30, 1998, primarily due to
the acquisition of radio stations in 1999. For stations owned and operated
over the comparable period in 1999 and 1998 (excluding the 25 stations sold
on November 9, 1999), net broadcasting revenue improved $12.7 million or
15.1% to $96.7 million in 1999 from $84.0 million in 1998, primarily due to
increased ratings and improved selling efforts.

    STATION OPERATING EXPENSES. Station operating expenses increased $15.7
million or 22.6% to $85.1 million for the nine months ended September 30, 1999
from $69.4 million for the nine months ended September 30, 1998. The increase
was primarily attributable to the inclusion of station operating expenses of
the radio stations acquired after September 30, 1998.


                                     12


<PAGE>   13


     BROADCAST CASH FLOW. As a result of the factors described above, broadcast
cash flow increased $12.0 million or 40.8% to $41.4 million for the nine months
ended September 30, 1999 from $29.4 million for the nine months ended September
30, 1998. For stations owned and operated over comparable periods in 1999 and
1998 (excluding the 25 stations sold on November 9, 1999 and a charge of
approximately $0.7 million related to the write-off of barter receivables in the
third quarter of 1999), broadcast cash flow increased $6.6 million or 25.1% to
$32.9 million in 1999 from $26.3 million in 1998. As a percentage of net
broadcasting revenue, broadcast cash flow improved to 32.7% for the nine months
ended September 30, 1999 compared to 29.8% for the nine months ended September
30, 1998.

    CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES. Corporate general and
administrative expenses increased $1.5 million or 44.1% to $4.9 million for the
nine months ended September 30, 1999 from $3.4 million for the nine months ended
September 30, 1998. The increase was due primarily to non-recurring costs to
relocate the corporate offices to Nevada, an increase in staffing levels and
associated costs needed to support the Company's growth, increased professional
fees and expenses due to public company reporting requirements, non-cash
compensation related to stock options and costs incurred in unsuccessful
acquisitions.

    EBITDA. As a result of the factors described above, EBITDA increased $10.4
million or 39.8% to $36.5 million for the nine months ended September 30, 1999
from $26.1 million for the nine months ended September 30, 1998.

    DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased $5.6 million or 28.0% to $25.6 million for the nine months ended
September 30, 1999 from $20.0 million for the nine months ended September 30,
1998, primarily due to radio station acquisitions consummated during 1999 and
1998.

    INTEREST EXPENSE. Interest expense increased approximately $3.9 million or
28.7% to $17.5 million for the nine months ended September 30, 1999 from $13.6
million for the nine months ended September 30, 1998, primarily due to interest
expense associated with Citadel Broadcasting's 9-1/4% Senior Subordinated Notes
issued on November 19, 1998 offset by a reduction in interest payments under
Citadel Broadcasting's credit facility resulting from the repayment of the
credit facility in the third quarter of 1998 from the net proceeds of Citadel
Communications' initial public offering of its common stock in July 1998.

    INCOME TAX BENEFIT. The income tax benefit for the nine months ended
September 30, 1999 and 1998 represents the reversal of deferred tax liabilities
established at the date of acquisition due to differences in tax bases and the
financial statement carrying amounts of intangibles and fixed assets acquired in
stock-based acquisitions, offset by state tax expense.

    NET LOSS. As a result of the factors described above, net loss decreased
$2.2 million or 34.9% to $4.1 million for the nine months ended September 30,
1999 from $6.3 million for the nine months ended September 30, 1998.

LIQUIDITY AND CAPITAL RESOURCES

    The Company's principal liquidity requirements are for acquisition
financing, debt service, working capital and general corporate purposes,
including capital expenditures. The Company's acquisition strategy has required,
and is expected to continue in the foreseeable future to require, a significant
portion of the Company's capital resources. The Company expects that its debt
service within the next twelve months, without regard to further acquisitions,
will include approximately $21.0 million for interest on Citadel Broadcasting's
10-1/4% Senior Subordinated Notes and Citadel Broadcasting's 9-1/4% Senior
Subordinated Notes and approximately $4.7 million for interest on Citadel
Broadcasting's credit facility. Citadel Broadcasting's 13-1/4% Exchangeable
Preferred Stock does not require cash dividends through July 1, 2002. Citadel
Broadcasting did redeem approximately 35% of the exchangeable preferred stock in
August 1999. See the discussion below under the heading "Exchangeable Preferred
Stock".

    At September 30, 1999, the Company held approximately $8.8 million in cash
and cash equivalents and had approximately $70.6 million in unborrowed
availability under Citadel Broadcasting's credit facility. This amount of
unborrowed funds has been further reduced by $9.5 due to the Company's
acquisition of radio station KOOJ-FM in Baton Rouge, Louisiana on November 1,
1999. For the nine months ended September 30, 1999, net cash provided by
operations increased to $7.3 million from $3.9 million for the comparable 1998
period. This increase is primarily due to the acquisition of radio stations
completed in 1999.

    For the nine months ended September 30, 1999, net cash used in investing
activities, primarily for station acquisitions, increased to $246.8 million from
$39.4 million in the comparable 1998 period.



                                       13
<PAGE>   14
    For the nine months ended September 30, 1999, net cash provided by financing
activities was $145.5 million compared to $35.1 million in the comparable 1998
period. This increase is primarily the result of Citadel Communications' stock
offering completed on June 25, 1999 and additional borrowings of $57.5 million
under the credit facility offset by the partial redemption of exchangeable
preferred stock of approximately $51.7 million. Citadel Communications sold
5,000,000 shares of common stock at $29.25 per share. The proceeds to Citadel
Communications, net of underwriting discounts and commissions, from the offering
were approximately $140.4 million.

    On the same date as the stock offering, Citadel Communications purchased
5,000 shares of common stock of Citadel Broadcasting for an aggregate purchase
price of approximately $51.7 million and contributed approximately $88.7 million
of additional paid in capital to Citadel Broadcasting. The purchase of stock and
additional capital contributions were funded by the net proceeds from Citadel
Communications' stock offering. Citadel Broadcasting used the proceeds from the
sale of the 5,000 shares of its common stock to redeem a portion of its
exchangeable preferred stock and to fund radio station acquisitions completed in
the second and third quarter of 1999.

    CREDIT FACILITY. On July 3, 1997, Citadel Broadcasting and Citadel License
entered into an amended and restated financing agreement which originally
allowed for revolving loan borrowings up to a maximum of $150.0 million.
Pursuant to the agreement, this amount began to reduce quarterly on December 31,
1997. The maximum available loan commitment at September 30, 1999 was $128.1
million. At September 30, 1999, $57.5 million was outstanding under the credit
facility and an additional $9.5 million was borrowed on November 1, 1999.
Interest on the credit facility is due quarterly based on the LIBOR rate plus
a maximum of 2.75% based on Citadel Broadcasting's leverage ratio. The interest
rate for the quarter ended September 30, 1999 was approximately 6.9%. Citadel
Broadcasting must also pay, on a quarterly basis, an unused commitment fee equal
to the maximum revolving loan commitment less the average outstanding principal
balance for the preceding quarter, multiplied by .125% or, if the total leverage
ratio, determined in accordance with the agreement, calculated as of the last
day of the preceding quarter was less than 4.5, the multiplier for the
commitment fee is reduced to .09375%.

    The credit facility prohibits Citadel Broadcasting from paying cash
dividends on its capital stock. Similarly, the credit facility restricts the
ability of Citadel License, to pay cash dividends or make other distributions in
respect of its capital stock. Citadel Broadcasting is not dependent in any
material respect on the receipt of dividends or other payments from Citadel
License. The credit facility also contains other customary restrictive
covenants, which, among other things, and with certain exceptions, limit the
ability of Citadel Broadcasting and Citadel License to incur additional
indebtedness and liens, enter into transactions with affiliates, consolidate,
merge or effect asset sales, issue additional stock, make capital or overhead
expenditures, make investments, loans or prepayments or change the nature of
their business. Citadel Broadcasting and Citadel License are also required to
satisfy financial covenants, which require Citadel Broadcasting and Citadel
License to maintain specified financial ratios and to comply with financial
tests, such as ratios for maximum leverage, senior debt leverage, minimum
interest coverage and minimum fixed charges. Citadel Broadcasting and Citadel
License are in compliance with the financial ratios and financial condition
tests in their debt obligations.

    Citadel Broadcasting has entered into definitive agreements to acquire
additional radio stations for a total aggregate purchase price of approximately
$251.2 million. See the discussion below under the heading "Pending
Acquisitions and Recently Completed Disposition." Based on the amount of the
aggregate purchase price for the acquisitions, the borrowing capacity of the
credit facility will be exceeded and, therefore, the Company will require
additional funds to complete the acquisitions.

    The Company has decided to replace its current credit facility with a new
facility. The new credit facility is expected to provide approximately $400.0
million in availability which would provide the Company with the required funds
to complete the acquisitions. The Company anticipates finalizing the new credit
facility prior to year end. However, there can be no assurances that the Company
will be able to replace its current facility with a new credit facility in an
amount sufficient to complete all of the pending acquisitions. In addition, the
Company may consider other financing alternatives, such as selling additional
equity or debt securities. Again, there can be no assurances that the Company
could obtain such financing on terms favorable to the Company or at all. Any
sale of additional common or convertible equity or convertible debt securities
would result in additional dilution to the Company's stockholders.


    SENIOR SUBORDINATED NOTES. On July 3, 1997, Citadel Broadcasting completed
the issuance of $101.0 million of 10 1/4% Senior Subordinated Notes due 2007
(the "10-1/4% notes"). Interest is payable semi-annually. The 10 1/4% notes may
be redeemed at the option of Citadel Broadcasting, in whole or in part, at any
time on or after July 1, 2002 at the redemption prices set forth in the
indenture governing the 10 1/4% notes. In addition, at any time prior to July 1,
2000, Citadel Broadcasting may, at its option, redeem a portion of the 10 1/4%
notes with the net proceeds of one or more Public Equity Offerings (as defined
in the indenture governing the 10 1/4% notes), at a redemption price equal to
110.25% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the date of redemption.




                                       14

<PAGE>   15
    On November 19, 1998, Citadel Broadcasting completed the issuance of $115.0
million of 9 1/4% Senior Subordinated Notes due 2008 (the "9-1/4% notes").
Interest is payable semi-annually. The 9 1/4% notes may be redeemed at the
option of Citadel Broadcasting, in whole or in part, at any time on or after
November 15, 2003 at the redemption prices set forth in the indenture governing
the 9 1/4% notes. In addition, at any time prior to November 15, 2001, Citadel
Broadcasting may, at its option, redeem a portion of the 9 1/4% notes with the
net proceeds of one or more Public Equity Offerings (as defined in the indenture
governing the 9 1/4% notes), at a redemption price equal to 109.25% of the
principal amount thereof, together with accrued and unpaid interest, if any, to
the date of redemption.

    The indentures governing the 10 1/4% notes and the 9 1/4% notes contain
certain restrictive covenants, including limitations which restrict the ability
of Citadel Broadcasting to incur additional debt, incur liens, pay cash
dividends, or make certain other restricted payments, consummate certain asset
sales, enter into certain transactions with affiliates, merge or consolidate
with any other person or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets. At September 30, 1999,
Citadel Broadcasting was in compliance with all covenants under the indentures.

    EXCHANGEABLE PREFERRED STOCK. On July 3, 1997, Citadel Broadcasting sold an
aggregate of 1,000,000 shares of its 13 1/4% Exchangeable Preferred Stock.
Dividends on the exchangeable preferred stock accrue at the rate of 13 1/4% per
annum and are payable semi-annually. On or prior to July 1, 2002, dividends are
payable in additional shares of exchangeable preferred stock having an aggregate
liquidation preference equal to the amount of such dividends, or, at the option
of Citadel Broadcasting, in cash. Thereafter, all dividends will be payable only
in cash. To date, Citadel Broadcasting has paid all dividends in additional
shares of exchangeable preferred stock. Citadel Broadcasting will be required to
redeem the exchangeable preferred stock on July 1, 2009, subject to the legal
availability of funds therefor, at a redemption price equal to the liquidation
preference thereof, plus accumulated and unpaid dividends, if any, to the date
of redemption.

    Citadel Broadcasting may redeem the exchangeable preferred stock, in whole
or in part, at the option of Citadel Broadcasting, at any time on or after July
1, 2002, at the redemption prices set forth in the Certificate of Designation
governing the exchangeable preferred stock (ranging from 107.729% to 101.104%),
plus accumulated and unpaid dividends, if any, to the date of redemption.

    On August 2, 1999, Citadel Broadcasting redeemed approximately 35% of its
issued and outstanding 13 1/4% exchangeable preferred stock. Total shares
redeemed were approximately 452,000 at a redemption price of $113.25 per share
for a total of approximately $51.2 million. In addition, Citadel Broadcasting
paid approximately $0.5 million of accrued dividends on the redeemed shares.
Proceeds from Citadel Broadcasting's sale of 5,000 shares of common stock to
Citadel Communications were utilized to complete the redemption.

    The Certificate of Designation governing the exchangeable preferred stock
also contains covenants that restrict Citadel Broadcasting from taking various
actions, including, subject to specified exceptions, the incurrence of
additional indebtedness, the granting of additional liens, the making of
investments, the payment of dividends and other restricted payments, mergers,
acquisitions and other fundamental corporate changes, capital expenditures and
transactions with affiliates. At September 30, 1999, Citadel Broadcasting was in
compliance with all covenants under the Certificate of Designation.

    PENDING ACQUISITIONS AND RECENTLY COMPLETED DISPOSITION. There are several
transactions currently pending which, if completed, would result in the Company
purchasing 27 FM and 16 AM radio stations and selling one AM radio station. In
addition, the Company sold 18 FM and 7 AM radio stations on November 9, 1999.
The total cash required to fund the pending acquisitions is expected to be
approximately $251.2 million. The Company received approximately $26.0 million
in cash from the completed disposition. The consummation of each of the pending
acquisitions is subject to certain conditions, including the approval of the
Federal Communication Commission. Although the Company believes these closing
conditions will be satisfied in each case, there can be no assurance thereof.
The pending acquisitions are expected to be funded from funds borrowed under a
new credit facility (see the previous discussion under the heading "Credit
Facility") and the funds received from the completed disposition. However, there
can be no assurances that the Company will be able to complete a new credit
facility in order to fund the pending acquisitions.

    CAPITAL EXPENDITURES. The Company had capital expenditures of approximately
$15.9 million for the nine months ended September 30, 1999 compared to $1.7
million for the same period in 1998. This increase is due primarily to the
acquisition of a corporate jet, furniture and fixtures related to the relocation
of the corporate offices, the purchase of new digital automation systems for
certain markets and the construction of a new building in Little Rock, Arkansas.
The Company's other equipment purchases consist primarily of broadcasting
equipment and transmission tower upgrades.

    In addition to acquisitions and debt service, the Company's principal
liquidity requirements will be for working capital and general corporate
purposes, including capital expenditures, which are not expected to be material
in amount. Management believes that cash from operating activities, revolving
loans under Citadel Broadcasting's credit facility and any new credit facility,
if completed, and proceeds from the November 9, 1999 disposition should be
sufficient to permit the Company to meet its financial obligations and to fund
its operations for at least the next 12 months, although additional capital
resources may be required in connection with the further implementation of the
Company's acquisition strategy.


                                       15
<PAGE>   16
YEAR 2000 MATTERS

    The Year 2000 computer issue primarily results from the fact that
information technology hardware and software systems and other non-information
technology products containing embedded microchip processors were originally
programmed using a two digit format, as opposed to four digits, to indicate the
year. Such programming will be unable to interpret dates beyond the year 1999,
which could cause a system or product failure or other computer errors and a
disruption in the operation of such systems and products.

    The Company's project team has identified traffic/accounting systems,
satellite delivered programming, digital automation systems and internet service
provider systems as the mission critical systems to evaluate for Year 2000
compliance. In addition, although several software programs used throughout the
Company were not Year 2000 compliant, the vendors of this software committed to
provide Year 2000 compliant updates to the Company. The Company has received the
updates and has either tested the software for Year 2000 compliance or has
reviewed the documentation provided with the upgrade. In certain cases, the
Company is relying on the representations of the vendors regarding Year 2000
compliance as testing the software would disrupt the operations of the Company,
and the Company believes its contingency plans should mitigate the need for
further testing.

    The Company has identified five phases for the project team to address for
each of the Company's risk areas. These phases are (1) an inventory of the
Company's systems described above, (2) assessment of the systems to determine
the risk and apparent extent of Year 2000 problems, (3) remediation of
identified problems, (4) testing of systems for Year 2000 readiness and (5)
contingency planning for the worst-case scenarios.

    Inventories have been completed for all mission critical Company software
applications and hardware systems for all radio stations acquired prior to
September 30, 1999. The project team has also completed its assessment of the
systems, remediation of identified problems and testing, where appropriate, of
systems for Year 2000 readiness for all radio stations except for those located
in Muncie, Indiana. The Company expects the radio stations in Muncie, Indiana to
complete the assessment of their systems, remediation of identified problems and
testing, where appropriate, of systems for Year 2000 readiness by the end of the
fourth quarter of 1999. For radio stations acquired after September 30, 1999,
the Company will use its best efforts to complete inventories of the mission
critical systems, assessment of the systems, remediation of identified problems
and testing, where appropriate, of systems for Year 2000 readiness prior to year
end. However, there can be no assurance that the Company will be able to
complete these tasks prior to December 31, 1999.

    In each of its markets, the Company employs centralized accounting and
traffic (advertising scheduling) systems for all of its stations in the market.
In September 1998, the Company completed the replacement and upgrading of
software certified as Year 2000 compliant by the software vendor. The total cost
of the software upgrade was $0.3 million. In connection with the software
upgrade, much of the accounting and traffic hardware systems were also upgraded
or replaced. The total cost of the hardware upgrade was $0.1 million. The
Company completed its testing for Year 2000 compliance of the hardware and the
new software used in its accounting and traffic systems during the second
quarter of 1999. The Company has also converted all acquired radio stations to
its centralized accounting and traffic systems except for the stations in
Muncie, Indiana. The Company expects the stations in Muncie, Indiana to be
converted to the accounting and traffic systems by the end of the fourth quarter
of 1999. For radio stations acquired after September 30, 1999, the Company will
use its best efforts to convert the stations to its accounting and traffic
systems prior to year end, however; there can be no assurance that the Company
will be able to complete the conversion by December 31, 1999.

    Satellite delivered programs, which are delivered to the Company's radio
stations from outside sources, represent a third party risk to the Company
arising from the Year 2000 issue. The Company has contacted the significant
vendors of these programs. In many cases, the same vendor will provide the same
programming to a number of the Company's stations as the programming is
nationally syndicated. The vendors have responded that they anticipate being
Year 2000 compliant. However, there can be no assurance regarding Year 2000
compliance from any vendor of these programs and, therefore, the Company has
developed a contingency plan for alternative programming.

    The Company has elected to expand the digital automation systems used in the
Company's operations. Although not directly related to the Year 2000 problem,
the expansion and replacement of these systems, which the Company anticipates
will be completed in the first quarter of 2000, is expected to minimize or
eliminate Year 2000 problems associated with these systems. Each system in
stations acquired prior to September 30, 1999, not scheduled for replacement
prior to year end, has already been upgraded except for stations in Muncie,
Indiana and Harrisburg, Pennsylvania, which upgrades are expected to be
completed prior to year end. The cost of upgrading the systems was not or will
not be material. The cost of the new digital automation systems is estimated at
$2.1 million. For radio stations acquired after September 30, 1999, the Company
will use its best efforts to upgrade the digital automation systems prior to
year end, however; there can be no assurance that the upgrades will be completed
by December 31, 1999.



                                       16
<PAGE>   17
    The Company recently completed an expansion of its internet service provider
division. All mission critical elements of such division are certified Year 2000
compliant by the software and hardware vendors. No material expansion is
scheduled for this division prior to the year 2000. In addition, the Company
completed an upgrade of its billing system in the third quarter of 1999 and the
software is certified Year 2000 compliant by the vendor.

    In addition to identification of these mission critical systems, the Company
has identified the top 10 advertisers on each of its radio stations owned or
operated at December 31, 1998. Questionnaires were sent to each of these
advertisers during the fourth quarter of 1998 asking them to update the Company
on the status of their Year 2000 compliance. The Company also sent such
questionnaires to the top 10 advertisers on each of the radio stations it
acquired in 1999, except for the recent FM station purchase in Baton Rouge,
Louisiana. To date, the Company has received responses from approximately 29%
of the advertisers to whom questionnaires were sent, and of the returned
questionnaires, 96% of the advertisers have responded that they anticipate being
Year 2000 compliant. Based on the responses received to date, there can be no
assurance regarding Year 2000 compliance by the Company's significant
advertisers, which may result in lost revenue if any such advertisers experience
year 2000 difficulties.

    In addition, questionnaires were also sent to various equipment vendors,
utility and telephone companies, banks and other lending institutions that
provide substantial products and services to the Company. The Company has
received responses from approximately 51% of the vendors to whom questionnaires
were sent, and of the returned responses 100% of the vendors have responded that
they anticipate being Year 2000 compliant. However, there can be no assurance
regarding Year 2000 compliance from the Company's suppliers and service
providers. There can also be no assurance that the Company will be successful in
finding alternative Year 2000 compliant suppliers and service providers, if
required. One of the Company's greatest risks relates to the utility service
providers as a loss in electricity would have a material impact on the
operations of the Company. The Company does have back-up generators at certain
stations, but does not intend to purchase generators for all of its stations.
However, for those stations with generators, the Company plans to ensure, to the
extent possible, that the equipment is in working order and available in case
of any loss of power.

    The Company has also solicited information regarding its critical internal
non-information technology systems such as telephones and HVAC. The Company has
determined that its telephone systems are Year 2000 compliant based on
information provided by the telephone manufacturers. The Company does not
consider the HVAC systems as mission critical and therefore any interruption in
the HVAC systems should not have a material effect on the operations of the
Company. The Company intends to extend this inquiry to stations it acquires in
1999 and has already made such inquiries for all completed acquisitions.

    Based on the items discussed above, the Company has identified what it
believes to be at this time the most reasonably likely worst-case scenarios that
could impact the Company related to Year 2000 non-compliance. The Company
believes that the most reasonably likely sources of risk to the Company include
(i) disruptions in the supply of satellite delivered programs, (ii) disruptions
in local programming due to unanticipated software or hardware failures and
(iii) diminished demand for advertising time arising from Year 2000 problems
both specific to the Company's advertisers or more generally related to the
potential for economic disruptions related to Year 2000 issues.

    The Company's contingency plans for these most reasonably likely worst-case
scenarios include (i) requiring each station to maintain a back log of local
programming that can be aired if the satellite delivered programming is
disrupted, (ii) requiring each station to have an adequate number of employees
at the radio station or on call starting from mid December 1999 through mid
January 2000, including engineers, program directors, radio personalities and
all other essential personnel in order to handle any disruptions in programming
or hardware and software systems, (iii) requiring each market to have an
engineer on site from 10:00 p.m. to 2:00 a.m. on December 31, 1999 and (iv)
informing each station of the possibility of diminished demand for advertising
due to Year 2000 problems and the need to identify, in advance, potential
replacement advertisers. The Company intends to continue to develop and refine
its contingency plans during the remainder of the year.

    Based on its current assessment efforts, the Company does not believe that
Year 2000 issues related to its internal systems will have a material adverse
effect on the Company's financial condition or results of operations. However,
as described above, the failure by third parties to be Year 2000 ready could
have a material adverse effect on the Company.


                                       17

<PAGE>   18
RISK FACTORS

     Unless the context otherwise requires, the words "we," "our," and "us" in
this section refer to the Company. Any of the following risks could have a
material adverse effect on our business, financial condition or results of
operations or on the value of our common stock. These risks and uncertainties
are not the only ones facing us or which may adversely affect our business.

SUBSTANTIAL INDEBTEDNESS--Our debt service consumes a substantial portion of the
cash we generate and reduces the cash available to invest in our operations.

    We have a significant amount of indebtedness. Our large amount of debt could
significantly impact our business because, among other things, it:

     o    requires us to dedicate a substantial portion of our operating cash
          flow to pay interest expense, which reduces funds available for
          operations, future business opportunities and other purposes,

     o    limits our ability to obtain additional financing, if we need it, for
          working capital, capital expenditures, acquisitions, debt service
          requirements or other purposes,

     o    inhibits our ability to compete with competitors who are less
          leveraged than we are, and

     o    restrains our ability to react to changing market conditions, changes
          in our industry and economic downturns.

As of September 30, 1999, we had:

     o    outstanding total debt of approximately $277.2 million, excluding the
          discount on Citadel Broadcasting's 10 1/4% notes and its 9 1/4% notes,

     o    Citadel Broadcasting's exchangeable preferred stock with an aggregate
          liquidation preference of approximately $82.5 million, and

     o    shareholders' equity of approximately $223.4 million.

    We anticipate that we will incur a substantial amount of additional
indebtedness in connection with our pending acquisitions.

ABILITY TO SERVICE DEBT--In order to service our debt, we require a significant
amount of cash. However, our ability to generate cash depends on many factors
which are beyond our control.

    Prevailing economic conditions and financial, business and other factors,
many of which are beyond our control, will affect our ability to satisfy our
debt obligations. If in the future we cannot generate sufficient cash flow from
operations to meet our obligations, we may need to refinance our debt, obtain
additional financing, delay planned acquisitions and capital expenditures or
sell assets. Any of these actions could adversely affect the value of our common
stock. We cannot assure you that we will generate sufficient cash flow or be
able to obtain sufficient funding to satisfy our debt service requirements.

RESTRICTIONS IMPOSED ON US BY OUR DEBT INSTRUMENTS--Our existing debt
instruments and anticipated future debt instruments contain, or will contain,
restrictions and limitations which could significantly impact our ability to
operate our business and the value of our common stock.

    The covenants in Citadel Broadcasting's credit facility and the agreements
governing its other outstanding debt and preferred stock restrict, among other
things, Citadel Broadcasting's ability to incur additional debt, make particular
types of investments or other restricted payments, swap or sell assets or merge
or consolidate. A breach of any of the covenants contained in the credit
facility could allow the lenders to declare all amounts outstanding under the
credit facility to be immediately due and payable. In addition, the lenders
under the credit facility could proceed against the collateral granted to them
to secure that indebtedness. We have pledged the outstanding shares of common
stock of Citadel Broadcasting owned by us to secure our guarantee of the credit
facility. If the amounts outstanding under the credit facility are accelerated,
we cannot assure you that our assets will be sufficient to repay amounts due
under the credit facility and other outstanding debt obligations.

    The credit facility requires Citadel Broadcasting to obtain its banks'
consent before making acquisitions or capital expenditures that exceed the
amount permitted by the credit facility. Consequently, we may experience
difficulties in pursuing our acquisition strategy. The credit facility also
requires Citadel Broadcasting to maintain specific financial ratios and satisfy
financial condition tests. Events beyond our control could affect Citadel
Broadcasting's ability to meet those financial ratios and condition tests, and
we cannot assure you that it will do so.


                                       18

<PAGE>   19
    The Company is also in the process of replacing Citadel Broadcasting's
credit facility with a new credit facility with a much larger borrowing
capacity. The Company expects the new facility will contain restrictions similar
to those already discussed. However, the extent of the restrictions cannot be
determined until the new facility is fully negotiated. There can be no
assurances that the new facility will be completed or if completed, the
covenants will not be materially different than those previously discussed.

    The indentures governing Citadel Broadcasting's 9 1/4% notes and 10 1/4%
notes and its credit facility restrict, with certain exceptions, Citadel
Broadcasting's ability to pay dividends on or to repurchase, redeem or otherwise
acquire any shares of its capital stock. In the event that, after July 1, 2002,
cash dividends on Citadel Broadcasting's exchangeable preferred stock are in
arrears and unpaid for two or more semi-annual dividend periods, whether or not
consecutive, holders of the exchangeable preferred stock will be entitled to
elect two directors of Citadel Broadcasting. This right to elect directors could
limit our control over Citadel Broadcasting, and could adversely affect the
value of our common stock.

HISTORY OF NET LOSSES--We have a history of net losses which we expect to
continue through at least 2000.

    We had a net loss of $3.9 million for the year ended December 31, 1998 and
$4.1 million for the nine months ended September 30, 1999. The primary reasons
for these losses are significant charges for depreciation and amortization
relating to the acquisition of radio stations and interest charges on our
outstanding debt. If we acquire additional stations, these charges will probably
increase. We expect to continue to experience net losses through at least 2000.

LIMITATIONS ON ACQUISITION STRATEGY--Our strategy to expand our business and
increase revenue through acquisitions may fail due to a number of risks involved
in implementing this strategy.

    We intend to grow by acquiring radio stations in mid-sized markets. However,
our acquisition strategy may not increase our cash flow or yield other
anticipated benefits because this strategy is subject to a number of other
risks, including:

     o    failure or unanticipated delays in completing acquisitions due to
          difficulties in obtaining regulatory approval,

     o    difficulty in integrating the operations, systems and management of
          our acquired stations,

     o    diversion of management's attention from other business concerns,

     o    loss of key employees of acquired stations, and

     o    increases in prices for radio stations due to increased competition
          for acquisition opportunities.

         We compete and expect to continue to compete with other buyers for the
acquisition of radio stations. Some of those competitors have greater financial
and other resources than we do. In addition, we may find fewer acceptable
acquisition opportunities in the future.

POTENTIAL DIFFICULTIES IN COMPLETING PENDING AND FUTURE TRANSACTIONS DUE TO
GOVERNMENTAL REVIEW--Antitrust law and other regulatory considerations could
prevent or delay our strategy to expand our business and increase revenue.

    The completion of certain of our pending transactions is, and future
transactions we may consider will likely be, subject to the notification filing
requirements, applicable waiting periods and possible review by the United
States Department of Justice or the Federal Trade Commission under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. All of our
pending and future radio station acquisitions and dispositions will be subject
to the license transfer approval process of the Federal Communications
Commission. Review by the Department of Justice or the Federal Trade Commission
may cause delays in completing transactions and, in some cases, result in
attempts by these agencies to prevent completion of transactions or negotiate
modifications to the proposed terms. Review by the FCC, particularly review of
concentration of market revenue share, may also cause delays in completing
transactions. Any delay, prohibition or modification could adversely affect the
terms of a proposed transaction or could require us to abandon an otherwise
attractive opportunity.


                                       19

<PAGE>   20
IMPORTANCE OF CERTAIN MARKETS--A downturn in any of our significant markets
could adversely affect our revenue and cash flow.

    Our Albuquerque, Providence, Salt Lake City, Little Rock and Modesto markets
are particularly important for our financial well-being. A significant decline
in net broadcasting revenue from our stations in these markets could have a
material adverse effect on our operations and financial condition. To
illustrate, our radio stations in these markets generated the following
percentages of our total net broadcasting revenue and broadcast cash flow for
the nine months ended September 30, 1999:

<TABLE>
<CAPTION>
                                                      % OF NET                            % OF BROADCAST
                    MARKET                      BROADCASTING REVENUE                         CASH FLOW
               ----------------                 --------------------                      --------------
<S>                                            <C>                                       <C>
               Albuquerque                              11.2%                                  12.8%
               Providence                               10.1%                                  11.0%
               Salt Lake City                           9.5%                                   9.3%
               Little Rock                              6.5%                                   6.9%
               Modesto                                  6.1%                                   9.3%
</TABLE>


    We received a civil investigative demand from the Department of Justice
concerning our acquisition of all of the assets of KRST-FM in Albuquerque, New
Mexico on October 9, 1996. The demand requested written answers to
interrogatories and the production of documents concerning the radio station
market in Albuquerque, in general, and the KRST acquisition, in particular, to
enable the Department of Justice to determine, among other things, whether the
KRST acquisition would result in excessive concentration in the market. We
responded to the demand. The Department of Justice requested supplemental
information in 1997, to which we also responded. This matter remains open. If
the Department of Justice were to proceed with and successfully challenge the
KRST acquisition, we may be required to divest one or more radio stations in
Albuquerque.

IMPACT OF THE YEAR 2000 PROBLEM--The Year 2000 problem could significantly
disrupt our operations, causing a decline in cash flow and revenue and other
difficulties.

    We are in the process of assessing and remediating potential risks to our
business related to the Year 2000 problem. Although we believe that, as a result
of these efforts, our critical systems are or will be substantially Year 2000
ready, we cannot assure you that this will be the case. If we experience
significant problems as a result of the Year 2000 problem, our operations,
revenue, cash flow and other important aspects of our business and financial
well-being may be adversely affected.

    We believe that our greatest potential Year 2000 risk is that third parties
with whom we deal will fail to be Year 2000 ready. For example, our operations
and revenue may be adversely affected if our programming suppliers or key
advertisers experience significant disruptions in their businesses because of
the Year 2000 problem.

         For more information concerning the Year 2000 problem and its potential
impact on our business, see "Year 2000 Matters" above.

SIGNIFICANT COMPETITION IN OUR INDUSTRY--Because the radio broadcasting industry
is highly competitive, we may lose audience share and advertising revenue.

    Our radio stations face heavy competition from other radio stations in each
market for audience share and advertising revenue. We also compete with other
media such as television, newspapers, direct mail and outdoor advertising for
advertising revenue. A decrease in either audience share or advertising revenue
could result in decreased cash flow, which could impair our ability to, among
other things, service our debt obligations, and which could adversely affect the
value of our common stock. The radio broadcasting industry is also facing
competition from new media technologies that are being developed such as the
following:

     o    audio programming by cable television systems, direct broadcasting
          satellite systems and other digital audio broadcasting formats,

     o    satellite-delivered digital audio radio service, which could result in
          the introduction of several new satellite radio services with sound
          quality equivalent to that of compact discs, and

     o    in-band-on-channel digital radio, which could provide digital radio
          services in the same frequency range currently occupied by traditional
          AM and FM radio services.

    We cannot predict either the extent to which such competition will
materialize or, if such competition materializes, the extent of its effect on
our business.



                                       20
<PAGE>   21
EXTENSIVE REGULATION OF OUR INDUSTRY--The Federal Communications Commission's
extensive regulation of the radio broadcasting industry limits our ability to
own and operate radio stations and other media outlets.

    LICENSES. The radio broadcasting industry is subject to extensive regulation
by the FCC under the Communications Act of 1934, as amended. Issuance, renewal
or transfer of radio broadcast station operating licenses requires FCC approval,
and we cannot operate our radio stations without FCC licenses. The failure to
renew our licenses could prevent us from operating the affected stations and
generating revenue from them. If the FCC decides to include conditions or
qualifications in any of our licenses, we may be limited in the manner in which
we may operate the affected station.

    OWNERSHIP. The Communications Act and FCC rules impose specific limits on
the number of stations and other media outlets an entity can own in a single
market. The FCC attributes interests held by, among others, an entity's
officers, directors and stockholders to that entity for purposes of applying
these ownership limitations. The existing ownership rules or proposed new rules
could affect our acquisition strategy because they may prevent us from acquiring
additional stations in a particular market. We may also be prevented from
engaging in a swap transaction if the swap would cause the other company to
violate these rules.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

    Market risk is the risk of loss arising from adverse changes in market rates
and prices such as interest rates, foreign currency exchange rates and commodity
prices. The Company's primary exposure to market risk is interest rate risk
associated with its credit facility. Amounts borrowed under the credit facility
incur interest at the London Interbank Offered Rate, LIBOR, plus additional
basis points depending on the outstanding principal balance under the credit
facility. As of September 30, 1999, $57.5 million was outstanding under the
credit facility. The Company evaluates its exposure to interest rate risk by
monitoring changes in interest rates in the market place.

    To assist in the management of interest rate risk, the Company entered into
an interest rate swap agreement on December 10, 1996. The notional amount
outstanding as of September 30, 1999 and the expected notional amount to be
outstanding as of December 10, 1999, the maturity date of the agreement, is
approximately $63.5 million. Notional amounts are used to calculate the
contractual payments to be exchanged under the contract. The Company receives a
variable rate on the notional amount and pays a fixed rate of 5.615% on the
notional amount. The variable rate is based on LIBOR and is adjusted quarterly
based on the original agreement dated December 10, 1996. LIBOR in effect under
the swap agreement as of September 10, 1999 was 5.2%.

    The fair market value of the Company's interest rate swap was a net
liability of approximately $20,000 as of September 30, 1999.

PART II

ITEM 1.  LEGAL PROCEEDINGS

    The Company currently and from time to time is involved in litigation
incidental to the conduct of its business, but the Company is not a party to any
lawsuit or proceeding which, in the opinion of the Company, is likely to have a
material adverse effect on the Company.

    As previously reported, on April 28, 1999, the Department of Justice filed a
lawsuit in the United States District Court for the District of Columbia against
the Company and Triathlon Broadcasting Company alleging that they, as a result
of a joint sales agreement, eliminated price competition between their radio
stations in Spokane, Washington and Colorado Springs, Colorado. A proposed Final
Judgement, the terms of which were stipulated by the parties, was also filed
with the court on April 28, 1999. The Final Judgement was filed by the Court on
August 26, 1999. The Final Judgement:

     o    Orders the Company to terminate the joint sales agreement referenced
          above, which was terminated on April 30, 1999,

     o    Prohibits the Company from acquiring any other radio stations that
          sell radio advertising time in either Colorado Springs or Spokane,
          unless the Company complies with the notice, additional information
          and waiting requirements in the Final Judgment, and

     o    Prohibits the Company from entering into any joint sales agreement or
          any other cooperative selling arrangement with any other operator of
          radio stations that sells or helps to sell advertising time in either
          Colorado Springs or Spokane unless the Company complies with the
          notice, additional information and waiting requirements in the
          Final Judgement.



                                       21

<PAGE>   22
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The Company's annual meeting of shareholders was held on July 27, 1999.
(b) Not applicable.
(c) Matters voted upon at the meeting:
(i) Election of five directors for a one-year term until the next annual
    meeting and until their successors are duly elected and qualified:

<TABLE>
<CAPTION>
Nominee                     Votes For           Votes Withheld          Abstain
-------                    -----------          --------------          -------
<S>                        <C>                  <C>                     <C>
Lawrence R. Wilson          23,145,745               93,621                0
Patricia Diaz Dennis        23,144,745               94,621                0
Ike Kalangis                23,144,645               94,721                0
Ted L. Snider, Sr.          23,145,505               93,861                0
John E. von Schlegall       23,145,745               93,621                0
</TABLE>

 (ii) Approval of the Citadel Communications Corporation 1999 Long-Term
      Incentive Plan:

Votes For                Votes Against           Abstain/Broker Non-Votes
---------                -------------           ------------------------

16,670,292                 5,461,665                   1,107,389

(iii) Approval of the amendment to the Citadel Communications Corporation 1996
      Equity Incentive Plan to increase the number of shares of common stock
      available under the plan:


Votes For                  Votes Against          Abstain/Broker Non-Votes
---------                  -------------          ------------------------
19,478,344                    2,675,574                      1,085,448

(iv) Ratification of the appointment of KPMG LLP as independent public
accountants for the year ended December 31, 1999:

Votes For                  Votes Against          Abstain/Broker Non-Votes
---------                  -------------          ------------------------
22,375,149                    863,217                           1,000

(d) Not applicable

ITEM 5.  OTHER INFORMATION

NEW YORK, NEW JERSEY, TEXAS, LOUISIANA, CONNECTICUT, MASSACHUSETTS AND MAINE
ACQUISITION

     On October 27, 1999, the Company entered into an asset purchase agreement
with Broadcasting Partners Holdings, L.P. to acquire 23 FM and 13 AM  radio
stations in Buffalo, Syracuse and Ithaca, New York, Atlantic City, New Jersey,
Tyler-Longview, Texas, Monroe, Louisiana, New London, Connecticut, New Bedford,
Massachusetts and Augusta-Waterville, Presque Isle-Caribou and
Dennysville-Calais, Maine, as well as the right to operate an additional FM
radio station in Atlantic City under a program service and time brokerage
agreement. The aggregate purchase price is approximately $190.0 million in cash.
The stations indicated include one AM radio station in Buffalo and one FM radio
station in New London which affiliates of Broadcasting Partners Holdings have
entered into agreements to purchase. If either of these two transactions has not
been completed prior to completion of the Company's acquisition, the Company
will be assigned the rights under the relevant purchase agreement. The Company
has delivered an irrevocable letter of credit in favor of Broadcasting Partners
Holdings, issued by BankBoston, N.A., in the amount of $12.0 million to secure
the Company's obligations under the asset purchase agreement.

     The asset purchase agreement contains customary representations and
warranties of the parties, and completion of the acquisition of the stations is
subject to conditions including (1) the receipt of FCC consent to the assignment
of the station licenses to the Company, (2) the expiration or termination of the
applicable waiting periods under the Hart-Scott-Rodino Antitrust Act of 1976, as
amended, and (3) the receipt of consents to the assignment to the Company of
certain contracts relating to the stations. An application seeking FCC approval
was filed with the FCC on November 9, 1999.


                                       22

<PAGE>   23
OKLAHOMA ACQUISITION

     On August 23, 1999, the Company entered into a purchase agreement with Cat
Communications, Inc and Desert Communications III, Inc. to acquire all of the
equity interests of Caribou Communications Co. for the aggregate purchase price
of approximately $60.0 million in cash. Caribou Communications owns four
FM radio stations and one AM radio station in Oklahoma City, Oklahoma.
The Company has delivered an irrevocable letter of credit in favor of Cat
Communications and Desert Communications, issued by BankBoston, N.A., in the
amount of $3.0 million to secure the Company's obligations under the purchase
agreement.

     The agreement contains customary representations and warranties of the
parties, and consummation of the transaction is subject to conditions including
(1) the receipt of FCC consent to the transfer of control of the station
licenses to the Company, (2) the expiration or termination of the applicable
waiting periods under the Hart-Scott-Rodino Act and (3) the receipt of consents
to the change of control under certain contracts relating to the radio stations.
An application seeking FCC approval was filed with the FCC on September 2, 1999
and a grant of the application was received on October 28, 1999. The Company
received early termination of the applicable Hart-Scott-Rodino Act waiting
period on October 4, 1999.

OTHER PENDING TRANSACTIONS

     In addition to the transactions described, on October 5, 1999, the Company
entered into a purchase and sale agreement to acquire an AM radio station
serving the Salt Lake City, Utah market, including a related tower site, for
approximately $0.6 million in cash, and on October 8, 1999, the Company entered
into an exchange agreement to acquire one AM radio station in Binghamton, New
York in exchange for one AM radio station in Binghamton owned by the Company and
approximately $0.6 million in cash. The closing of each of these transactions is
also subject to various conditions.

CLOSING MATTERS

     Although the Company believes that the conditions to closing for each of
its pending transactions are customary for transactions of this type, there can
be no assurance that such conditions will be satisfied.

     For a discussion of financing for these transactions, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" under
the heading "Liquidity and Capital Resources."

                                       23

<PAGE>   24

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

EXHIBIT NUMBER                       DESCRIPTION OF EXHIBIT
--------------                       ----------------------

     2.1            Asset Purchase Agreement dated October 27, 1999 by and
                    between Citadel Broadcasting Company and Broadcasting
                    Partners Holdings, L.P.

    10.1            Nineteenth Amendment to Loan Instruments dated as of
                    August 31, 1999 among Citadel Broadcasting Company,
                    Citadel License, Inc., Citadel Communications Corporation,
                    FINOVA Capital Corporation and the Lenders party thereto.

     27             Financial Data Schedule.

(b) Reports on Form 8-K

     On September 14, 1999, Citadel Communications filed with the Securities and
     Exchange Commission a current report on Form 8-K reporting the August 31,
     1999 acquisition of all the issued and outstanding shares of capital stock
     of Fuller-Jeffrey Broadcasting Companies, Inc. The following financial
     statements of Fuller-Jeffrey Broadcasting Companies, Inc. and Subsidiaries
     were filed:

          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

     The following pro forma financial information of Citadel Communications
     Corporation and Subsidiary was filed:

          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


                                       24


<PAGE>   25
                                   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 thereunto duly authorized.

                                   CITADEL COMMUNICATIONS CORPORATION

Date: November 12, 1999            By: /s/ Lawrence R. Wilson
                                     -----------------------------------------
                                   Lawrence R. Wilson
                                   Chairman of the Board
                                   Chief Executive Officer and President
                                   (Principal Executive Officer)


Date: November 12, 1999            By: /s/  Donna L. Heffner
                                     -----------------------------------------
                                   Donna L. Heffner
                                   Vice President and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)



                                       25

<PAGE>   26


                                      EXHIBIT INDEX

EXHIBIT NUMBER                    DESCRIPTION OF EXHIBIT
--------------                    ----------------------

     2.1            Asset Purchase Agreement dated October 27, 1999 by and
                    between Citadel Broadcasting Company and Broadcasting
                    Partners Holdings, L.P.

    10.1            Nineteenth Amendment to Loan Instruments dated as of
                    August 31, 1999 among Citadel Broadcasting Company,
                    Citadel License, Inc., Citadel Communications Corporation,
                    FINOVA Capital Corporation and the Lenders party thereto.

    27              Financial Data Schedule.



                                       26