SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2009
Cox Radio, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12187 58-1620022
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
6205 Peachtree Dunwoody Road Atlanta, Georgia 30328
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(Address of principal executive offices) (Zip Code)
(678) 645-0000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On April 1, 2009, we issued a press release announcing the formation of a
special committee of independent directors to consider the tender offer
commenced by Cox Media Group, Inc., a wholly-owned subsidiary of Cox
Enterprises, Inc., on March 23, 2009 for all of the outstanding shares of our
Class A common stock not otherwise owned by Cox Media Group at $3.80 per share.
The foregoing description is qualified in its entirety by reference to the
press release dated April 1, 2009, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
99.1 Press Release dated April 1, 2009.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COX RADIO, INC.
Date: April 1, 2009 By: /s/ Charles L. Odom
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Name: Charles L. Odom
Title: Chief Financial Officer
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Exhibit 99.1
[Cox Radio Logo] NEWS
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FOR IMMEDIATE RELEASE
Cox Radio, Inc. Forms Special Committee
to Evaluate Cox Media Group's Tender Offer
ATLANTA, April 1, 2009-Cox Radio, Inc. (NYSE: CXR) announced today that its
board of directors has formally formed a special committee to consider the
tender offer commenced by Cox Media Group, Inc., a wholly-owned subsidiary of
Cox Enterprises, Inc., on March 23, 2009 for all of the outstanding shares of
our Class A common stock not otherwise owned by Cox Media Group at $3.80 per
share.
The special committee consists of Juanita P. Baranco and Nick W. Evans, Jr. Our
board of directors has determined that each member of the special committee is
an independent director for purposes of considering the tender offer. The
members of the special committee have been functioning in their capacity as the
special committee since March 23, 2009. The special committee expects to file
and distribute a Schedule 14D-9 containing its position with respect to the
tender offer by April 3, 2009 and advises stockholders to take no action at this
time until the special committee has had a chance to consider the tender offer.
The special committee has retained Gleacher Partners LLC as its financial
advisor and DLA Piper LLP (US) as its legal advisor. Cox Enterprises and Cox
Media Group have retained Citigroup Global Markets Inc. as their financial
advisor and Dow Lohnes PLLC as their legal advisor.
Cox Radio stockholders are advised to read the solicitation/recommendation
statement when it becomes available because it will contain important
information. Stockholders may obtain a free copy of the
solicitation/recommendation statement as well as any other documents filed by us
and by Cox Media Group in connection with the tender offer free of charge at the
Commission's Web site at www.sec.gov.
About Cox Radio
Cox Radio is one of the largest radio companies in the United States based on
revenues. Cox Radio owns, operates or provides sales or marketing services for
86 stations (71 FM and 15 AM) clustered in 19 markets, including major markets
such as Atlanta, Houston, Miami, Orlando, San Antonio and Tampa. Cox Radio
shares are traded on the New York Stock Exchange under the symbol: CXR.
Forward-Looking Statements
Statements in this release, including statements relating to any response to the
tender offer, are "forward-looking" statements within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, which are statements that
relate to future plans, objectives and expectations, as well as any facts or
assumptions underlying these statements or projections. Actual results may
differ materially from the results expressed or implied in these forward-looking
statements due to various risks, uncertainties or other factors. These factors
include the ability of the special committee to complete its review of the price
per share offered by Cox Media Group within 10 business days of the commencement
of the tender offer and other risk factors described from time to time in Cox
Radio's filings with the Securities and Exchange Commission, including Cox
Radio's annual report on Form 10-K for the year ended December 31, 2008. Cox
Radio assumes no responsibility to update the forward-looking statements
contained in this release as a result of new information, future events or
otherwise.
Contact:
Analysts and Investors Analysts, Investors, Press or Media
Charles Odom Chris Plunkett
Chief Financial Officer Brainerd Communicators, Inc.
Cox Radio, Inc. 212-986-6667
678-645-4315 plunkett@braincomm.com