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 3, 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))
Item 8.01 Other Events.
On April 3, 2009, we issued a press release announcing that the special
committee of our Board of Directors has (i) determined that the price being
offered in the tender offer 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 is fair, from a financial point of view, to our stockholders, other than
Cox Media Group and Cox Enterprises, and (ii) recommended that our stockholders
accept the offer and tender their shares.
The foregoing description is qualified in its entirety by reference to the press
release dated April 3, 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 3, 2009.
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 3, 2009 By: /s/ Charles L. Odom
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Name: Charles L. Odom
Title: Chief Financial Officer
Exhibit 99.1
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NEWS
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FOR IMMEDIATE RELEASE
Cox Radio, Inc. Issues Response/Recommendation Statement Regarding
Tender Offer of Cox Media Group, Inc.
ATLANTA, April 3, 2009--Cox Radio, Inc. (NYSE: CXR) today filed a
Solicitation/Recommendation Statement on Schedule 14D-9 announcing that the
Special Committee of the Board of Directors of Cox Radio unanimously determined
that the price being offered in the tender offer by Cox Media Group, Inc., an
indirect and wholly owned subsidiary of Cox Enterprises, Inc., to purchase all
of the outstanding shares of Class A common stock of Cox Radio not already owned
by Cox Media Group for $3.80 per share, is fair, from a financial point of view,
to Cox Radio's stockholders, other than Cox Media Group and Cox Enterprises. The
Special Committee unanimously recommended, on behalf of Cox Radio, that the
stockholders of Cox Radio accept the tender offer and tender their shares of
Class A common stock pursuant to the tender offer.
Stockholders of Cox Radio are encouraged to review the
Solicitation/Recommendation Statement on Schedule 14D-9 in its entirety, which
is filed with the Securities and Exchange Commission (the "SEC"), because it
contains important information. Stockholders can obtain a free copy of the
Solicitation/Recommendation Statement on Schedule 14D-9, and any amendment
thereto or other documents filed by Cox Radio with respect to the tender offer,
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.
* * * * *
This press release is neither an offer to purchase nor the solicitation of an
offer to sell any securities. In response to the tender offer proposed by Cox
Media Group, Inc. referred to in this press release, Cox Radio, Inc. has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Investors
and security holders are urged to read the Solicitation/Recommendation Statement
on Schedule 14D-9 because it contains important information. Investors and
security holders may obtain a free copy of the Solicitation/Recommendation
Statement on Schedule 14D-9 and other documents that Cox Radio filed with the
SEC in connection with the tender offer, at www.sec.gov. In addition, the
Solicitation/Recommendation Statement on Schedule 14D-9 and other documents
filed by Cox Radio with the SEC in connection with the tender offer may be
obtained from Cox Radio free of charge by directing a request to the individuals
listed below.
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