SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Amendment No. 12)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
COX RADIO, INC.
(Name of Subject Company (Issuer))
COX ENTERPRISES, INC.
COX MEDIA GROUP, INC.
(Names of Filing Persons)
CLASS A COMMON STOCK, PAR VALUE $0.33 PER SHARE
(Title of Class of Securities)
224051102
(CUSIP Number of Class of Securities)
Andrew A. Merdek, Esq.
Cox Enterprises, Inc.
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328
Telephone: (678) 645-0000
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Stuart A. Sheldon, Esq.
Thomas D. Twedt, Esq.
Dow Lohnes PLLC
1200 New Hampshire Avenue, N.W.
Washington, D.C. 20036
Telephone: (202) 776-2000
CALCULATION OF FILING FEE
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Transaction Valuation(1): $82,405,037 | | Amount of Filing Fee(2): $4,599 |
(1) | | Estimated solely for the purpose of calculating the amount of the filing fee in accordance with the Securities Exchange Act of 1934, as amended, based on the product of (i) $4.80, which is the increased tender offer price, and (ii) 17,167,716, the estimated maximum number of shares of Class A common stock, par value $0.33 per share, of Cox Radio, Inc. to be acquired in the tender offer. The 17,167,716 Shares represent the 20,759,670 Shares outstanding as of March 17, 2009, less the 3,591,954 Shares already beneficially owned by Cox Enterprises, Inc. |
(2) | | The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $55.80 for each $1,000,000 of value. The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #5 for Fiscal Year 2009, issued March 11, 2009. |
þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously paid: | | $4,599 |
Filing Party: | | Cox Enterprises, Inc. and Cox Media Group, Inc. |
Form or registration no.: | | Schedule TO-T |
Date Filed: | | March 23, 2009 and April 30, 2009 |
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
þ going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:þ
TABLE OF CONTENTS
Explanatory Note
This Amendment No. 12 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO-T on March 23, 2009 (as previously amended and supplemented, the “Schedule TO”), by Cox Enterprises, Inc., a Delaware corporation (“Enterprises”), and Cox Media Group, Inc., a Delaware corporation and a wholly-owned subsidiary of Enterprises (“Media”). The Schedule TO relates to the offer by Media to purchase all of the issued and outstanding shares of Class A common stock, par value $0.33 per share (the “Shares”), of Radio not owned by Media upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase dated April 29, 2009 (the “Amended and Restated Offer to Purchase”), and in the related Amended and Restated Letter of Transmittal (which, together with any amendments or supplements from time to time thereto, collectively constitute the “Offer”).
All capitalized terms used in this Amendment No. 12 without definition have the meanings ascribed to them in the Schedule TO.
The items of the Schedule TO set forth below are hereby amended and supplemented as follows:
Items 1 through 9, 11 and 13.
(1) The Offer expired at 5:00 p.m., New York City time, on May 19, 2009. According to American Stock Transfer & Trust Company, the depositary for the Offer, a total of approximately 10,327,500 Shares were validly tendered, including approximately 917,500 Shares guaranteed to be delivered in the Offer, representing, in the aggregate, 59.4% of the Shares not owned by Enterprises, Media or their respective affiliates or the directors and executive officers of Enterprises, Media or Radio (which includes the Shares held by the independent directors of Radio’s board that serve on the special committee formed to consider the Offer).
The number of Shares tendered pursuant to the Offer satisfies the non-waivable majority of the minority condition to the Offer. Together with the Shares already owned by Media, assuming conversion of all outstanding shares of Radio’s Class B common stock, tendered Shares, including those subject to guaranteed delivery, represent approximately 91.4% of the outstanding Shares. Radio has accepted for payment all Shares that were validly tendered in the Offer, and payment for such Shares will be made promptly in accordance with the terms of the Offer.
Since Media will own at least 90% of the outstanding Shares, after the conversion of some or all outstanding shares of Radio’s Class B common stock, Media intends to cause Radio to consummate a short-form merger in which any remaining Shares held by stockholders will be converted into the right to receive $4.80 per Share, other than with respect to Shares for which appraisal rights are asserted and perfected. Following such a merger, the Shares will cease to be listed on the New York Stock Exchange.
(2) The press release, dated May 19, 2009, announcing the results of the Offer is attached hereto as Exhibit (a)(1)(U) and is incorporated herein by reference.
Item 12. Exhibits.
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Exhibit No. | | Description |
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(a)(1)(A)* | | Offer to Purchase, dated March 23, 2009. |
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(a)(1)(B)* | | Letter of Transmittal. |
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(a)(1)(C)* | | Notice of Guaranteed Delivery. |
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(a)(1)(D)* | | Letter from Citigroup Global Markets Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. |
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(a)(1)(E)* | | Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. |
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