SC 14D9/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 1)

Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934

COX RADIO, INC.

(Name of Subject Company)

COX RADIO, INC.

(Name of Person Filing Statement)

Class A common stock, par value $0.33 per share
(Title of Class of Securities)

224051102
(CUSIP Number of Class of Securities)

Robert F. Neil
President and Chief Executive Officer
Cox Radio, Inc.
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328
(678) 645-0000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)

With copies to:

Jay M. Tannon
Frank M. Conner III
Michael P. Reed
DLA Piper LLP (US)
500 8th Street, NW
Washington, DC 20004
(202) 799-4000

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Purpose of the Amendment

The purpose of this amendment on Schedule 14D-9/A (together with any Exhibits and Annexes hereto, this “Amendment”) is to amend Item 3, Past Contacts, Negotiations and Agreements, Item 4, The Solicitation or Recommendation, Item 7, Purposes of the Transaction and Plans or Proposals, Item 8, Additional Information, and Item 9, Exhibits.

Item 3. Past Contacts, Negotiations and Agreements.

The third paragraph under the heading “Past Contacts, Negotiations and Agreements—Director and Officer Ownership of Shares,” is replaced in its entirety with the following:

As of March 31, 2009, members of the Board beneficially owned in the aggregate 246,598 Shares, excluding any Shares they have a right to acquire pursuant to stock options and any Restricted Shares. The members of the Special Committee do not own any Shares. As discussed below in Item 4 “The Solicitation or Recommendation—Intent to Tender,” to the Company’s knowledge, the Company is unaware as to whether or not the Company’s executive officers, directors and affiliates (other than Media and Enterprises) intend to tender the Shares held of record or beneficially owned by such person pursuant to the Offer (other than Restricted Shares, which are subject to transfer restrictions, and Shares such person has the right to purchase by exercising stock options).

Item 4. The Solicitation or Recommendation.

Solicitation Recommendation.

All of the paragraphs under the heading “Solicitation Recommendation,” are replaced in their entirety with the following:

     For the reasons described in this Amendment, the Special Committee is withdrawing its recommendation that the Company’s stockholders accept the Offer and tender their Shares. At this time, the Special Committee has determined to express no opinion and remain neutral with respect to the Offer. However, the Special Committee has not changed its previous determination with respect to the fairness, from a financial point of view, of the Offer Price to the Company’s stockholders (other than Media and Enterprises).

     Based on this change in the Special Committee’s position with respect to the Offer, the Company is no longer a filing person or obligated to provide the disclosure required by Schedule 13E-3.

     A copy of a press release communicating the updated recommendation as described in this Amendment is filed as Exhibit (a)(2)(D) to this Amendment and is incorporated herein by reference. Copies of the previously distributed letter to the Company’s stockholders and a prior press release communicating the original recommendation are filed as Exhibits (a)(2)(A) and (a)(2)(B) to the Schedule 14D-9, respectively, and are incorporated herein by reference.

Background of the Offer.

All of the paragraphs under the heading “Background of the Offer,” are replaced in their entirety with the following:

     Prior to September 1996, the Company was an indirect, wholly owned subsidiary of Enterprises. In September 1996, the Company became a publicly-traded company following Enterprises’ spin off of the Company (the “Spin-Off”), and the Shares were listed for trading on the NYSE. Since the Spin-Off,

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the Company has had two classes of common stock: the Shares; and, the shares of Class B Common Stock. Each Share is entitled to one vote per share, and each share of Class B Common Stock is entitled to ten votes per share voting together as a single class. As of March 31, 2009, Enterprises, through Media, beneficially owned 3,591,954 Shares and 58,733,016 shares of the Company’s Class B Common Stock. As a result of Media’s ownership of the Media Shares, Media holds 97.2% of the voting power of the aggregate outstanding shares of the Company and 78.4% of the aggregate outstanding shares of the Company.

     On March 22, 2009, James C. Kennedy, chairman of the Board and chairman of the board of directors of Enterprises, Jimmy W. Hayes, a member of the Board and the chief executive officer, president and a director of Enterprises, and Sanford H. Schwartz, president of Media, telephoned each of the members of the Board who are not executive officers or directors of Enterprises, including Ms. Baranco and Mr. Evans, for the purpose of advising them of the Offer. Later that day, Mr. Hayes spoke to Mr. Evans, to advise him of the Offer. During their conversation, Mr. Hayes informed Mr. Evans that Ms. Baranco and Mr. Evans, neither of whom is a member of management or affiliated with Enterprises or Media, would likely be asked by the Board to serve on the Special Committee to evaluate the Offer because he and Ms. Baranco were the only directors who would have sufficient independence from Media and Enterprises to serve on the Special Committee. During their conversation, Mr. Hayes asked Mr. Evans if Mr. Evans would be willing to serve on the Special Committee if asked by the Board to do so. Mr. Evans stated that he would accept such service if the Board appointed him to the Special Committee. Mr. Evans telephoned Mr. Kennedy to inform Mr. Kennedy that Mr. Evans had received a telephone call from Mr. Hayes regarding the Offer. In determining whether Ms. Baranco and Mr. Evans were independent, the Board used the definitions of independence set forth in Section 303A of the Corporate Governance Listing Standards of the New York Stock Exchange and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended.

     Also on March 22, 2009, Mr. Kennedy spoke with Ms. Baranco and advised her of the Offer. During their conversation, Mr. Kennedy informed Ms. Baranco that Mr. Evans and Ms. Baranco would likely be asked by the Board to serve on the Special Committee to evaluate the Offer, because she and Mr. Evans were the only directors who would have sufficient independence from Media and Enterprises to serve on the Special Committee. During their conversation, Mr. Kennedy asked Ms. Baranco if she would be willing to serve on the Special Committee if asked by the Board to do so. Ms. Baranco stated that she would accept such service if the Board appointed her to the Special Committee.

     Mr. Evans conferred with Ms. Baranco, and they determined to begin taking actions in an informal manner (with the understanding that the Board would likely formally appoint them as members of a special committee), because of the Commission’s requirement that the Special Committee file and distribute a Schedule 14D-9 containing its position with respect to the Offer within ten business days from March 23, 2009.

     That same day, Enterprises sent by e-mail a letter to all of the members of the Board describing the Offer, a copy of which is filed as Exhibit (a)(5)(A) to the Schedule 14D-9 and incorporated herein by reference. The letter also states that Enterprises is interested only in acquiring the Shares not otherwise owned by Media and that Enterprises will not sell any Shares owned by Media or consider any strategic transaction involving the Company other than the Offer.

     On March 23, 2009, Media and Enterprises commenced the Offer and issued a press release announcing the commencement of the Offer. The Company issued a press release on March 23, 2009, to confirm its receipt of the Offer, a copy of which is filed as Exhibit (a)(5)(B) to the Schedule 14D-9 and incorporated herein by reference.

     On the morning of March 23, 2009, Ms. Baranco and Mr. Evans met telephonically with the chief

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financial officer, corporate secretary, assistant corporate secretary and outside counsel of the Company to discuss the Special Committee’s hiring of independent legal and financial advisors. The corporate secretary reminded Mr. Evans and Ms. Baranco that the corporate secretary and assistant corporate secretary of the Company were also officers of Enterprises. Later that morning, Ms. Baranco and Mr. Evans received from the corporate secretary of the Company, Media and Enterprises, lists of law firms and investment banking firms with which Enterprises, Media or their affiliates had a relationship. Subsequent to receiving these lists, Ms. Baranco and Mr. Evans met telephonically to discuss these lists and considered several national law firms not on the law firm list provided. That evening, Ms. Baranco and Mr. Evans approved the retention of DLA Piper LLP (US) as its independent legal advisor, subject to final conflicts clearance, and determined to formalize the engagement of DLA Piper with an engagement letter once the Special Committee was officially formed by the Board.

     Between March 23 and 25, 2009, with the assistance of DLA Piper as outside counsel, Ms. Baranco and Mr. Evans held numerous telephonic meetings relating to organizational matters and their responsibilities as proposed members of the Special Committee. They also began to develop a process to review the Offer. During this time, Ms. Baranco and Mr. Evans reviewed materials from several investment banking firms and conducted telephonic interviews with representatives from two investment banking firms in an effort to determine which investment banking firm the Special Committee should retain as its independent financial advisor once the Special Committee was officially formed by the Board. These firms discussed with Ms. Baranco and Mr. Evans their relevant experience and the types of valuation methodologies they expected to employ in analyzing the Offer. These firms were not on the list of investment banking firms provided to the Special Committee by the corporate secretary of the Company.

     During a telephonic meeting on March 25, 2009, in which outside counsel to the Special Committee participated, Ms. Baranco and Mr. Evans discussed at length the merits of several investment banking firms that could act as the Special Committee’s financial advisor. At the conclusion of their discussion, Ms. Baranco and Mr. Evans approved the retention of Gleacher Partners LLC (“Gleacher”) as the Special Committee’s financial advisor, subject to reaching an agreement on the terms of its engagement. Before selecting Gleacher, Ms. Baranco and Mr. Evans discussed with their outside counsel the experience and independence of Gleacher to provide independent and objective financial advisory services to the Special Committee taking into account an insignificant business relationship between a management official of Gleacher and one of the members of the Special Committee. Ms. Baranco and Mr. Evans instructed their outside counsel to negotiate an engagement letter with Gleacher to formalize its retention by the Special Committee once officially formed by the Board.

     During another telephonic meeting on March 25, 2009, Ms. Baranco and Mr. Evans discussed with their outside counsel the retention of special Delaware counsel to assist with the legal representation of the Special Committee. Ms. Baranco and Mr. Evans discussed various Delaware law firms with their outside counsel, and based on the recommendation of their outside counsel, Ms. Baranco and Mr. Evans approved the engagement of Richards, Layton & Finger, P.A. as special Delaware counsel.

     Between March 24 and 27, 2009, outside counsel to the Special Committee discussed the role of the Special Committee with respect to the Offer with outside counsel to Enterprises, including whether the Special Committee should have the authority to negotiate the terms of the Offer with Media and Enterprises. The Board adopted resolutions that officially formed and approved the Special Committee, its members and its role with respect to the Offer on March 31, 2009, and the Board ratified the Special Committee’s members’ authority to act prior to that date, including retention of its independent legal and financial advisors (the “March 31 Resolution”). A copy of the March 31 Resolution is filed as Exhibit (a)(5)(G) to this Amendment and is incorporated herein by reference.

     The Board delegated to the Special Committee the exclusive power and authority of the Board, to

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the fullest extent permitted by applicable law and the Company’s bylaws, to consider the Offer and make a statement regarding the Offer to the Company’s stockholders. In addition, the Board approved a one-time fee of $35,000 to be paid to each member of the Special Committee for such member’s services on the Special Committee and an additional meeting fee of $1,000 for each telephonic and in-person meeting of the Special Committee that a member attended. In light of Enterprises’ statement that it was not interested in selling its Shares and would not consider any strategic transaction involving the Company other than the Offer, the Special Committee was not empowered or authorized to initiate, solicit or accept alternative proposals from third parties with respect to the acquisition of any of the assets or of the capital stock of the Company.

     On March 26 and 27, 2009, Ms. Baranco and Mr. Evans held numerous telephonic meetings with their outside counsel and financial advisor to further develop the process for evaluating the Offer and to determine the information necessary for the Special Committee to complete its evaluation of the Offer.

     On March 26, 2009, Charles L. Odom, the Company’s chief financial officer, requested that Enterprises provide to the Special Committee’s financial advisor a copy of all information that the Company had provided to Enterprises in the ordinary course that was subsequently used in connection with the Offer. On March 27, 2009, an attorney from Enterprises’ outside counsel responded to Mr. Odom’s request by providing the Special Committee’s outside counsel with all of the materials that the Company had provided to Enterprises in the ordinary course and that were subsequently used in connection with Enterprises’ planning and preparing the Offer. The correspondence also included Enterprises’ analysis of the number of outstanding Shares of the Company’s common stock that was derived from stock holding information provided by the Company in the ordinary course.

     On March 30, 2009, at the request of the Special Committee’s financial advisor, representatives from Media and Enterprises’ financial advisor, the Special Committee’s financial advisor, the Special Committee’s outside counsel and Media and Enterprises’ outside counsel, met telephonically to discuss the Company’s adjusted projected unlevered free cash flow for 2013 as developed by Media and Enterprises’ financial advisor and reflected in the Schedule TO.

     On March 31, 2009, the Special Committee, its outside counsel, its financial advisor, and members of the Company’s management met telephonically. The Special Committee’s financial advisor provided the Company with an overview of the contents of its preliminary report and asked Robert F. Neil, the Company’s president and chief executive officer, and Mr. Odom, to give the Special Committee an update on the Company’s current results of operations as well as an overview of management’s assumptions and qualifications underlying the projections that management provided to the Special Committee’s financial advisor. After giving their report to the Special Committee and responding to questions from the Special Committee, Messrs. Neil and Odom were excused from the meeting.

     The Special Committee’s financial advisor continued with an overview of its preliminary report and its underlying analysis, and responded to questions from the Special Committee. The Special Committee also discussed with its outside counsel certain legal matters related to the Offer.

     On April 1, 2009, the Special Committee met in person with its outside counsel and financial advisor. The Special Committee ratified all actions and approvals taken and made by the members of the Special Committee prior to the formal constitution of the Special Committee, including the retention of its independent legal and financial advisors and their respective actions to date. The Special Committee reviewed the key terms and conditions of the Offer with its outside counsel and financial advisor. The Special Committee also discussed with its outside counsel and financial advisor the market reaction to the Offer. The Special Committee’s financial advisor gave the Special Committee a report on its analysis with respect to the fairness of the Offer Price. The Special Committee’s financial advisor reviewed for the Special Committee each methodology the financial advisor used in its analysis of the fairness of the

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Offer Price. The Special Committee’s financial advisor responded to questions from the Special Committee regarding its analysis, recent share repurchases by the Company, the terms of the financial covenant in the Company’s bank credit facility (the “Revolving Credit Facility”), assumptions underlying each analysis that it performed and different methods that can be employed to assess the fairness of the Offer Price and whether the Offer Price is within a range of fairness. The Special Committee discussed with its outside counsel and its financial advisor the Offer, including its terms and conditions, the Company’s current financial results as provided by Messrs. Neil and Odom on March 31, 2009, the forecast the Company’s management prepared in February 2009 (the “February Forecast”) and the current and anticipated economic environment.

     The Special Committee unanimously determined that the Offer is fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises) and to recommend to the Company’s stockholders (other than Media and Enterprises) that such stockholders accept the Offer and tender their Shares pursuant to the Offer.

     Later that day, the Company issued a press release announcing that the Board had officially formed the Special Committee to consider the Offer and that the Special Committee expected to file and distribute a Schedule 14D-9 containing its position with respect to the Offer by April 3, 2009. A copy of the press release is filed as Exhibit (a)(2)(C) to the Schedule 14D-9 and is incorporated herein by reference.

     On April 3, 2009, the Special Committee filed and distributed a Schedule 14D-9, which provided that the Special Committee unanimously determined that the Offer was fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises) and recommended that the Company’s stockholders (other than Media and Enterprises) accept the Offer and tender their Shares pursuant to the Offer. The Schedule 14D-9 stated that the Special Committee did not have the authority to negotiate the terms of the Offer.

     Between April 3 and 11, 2009, the Special Committee monitored the Company’s stock price and the market reaction to the Offer after the Special Committee’s recommendation was disclosed in the Schedule 14D-9. On April 11 and 12, 2009, the Special Committee held several informal telephonic conversations with its outside counsel to discuss the market reaction to the Offer. The Special Committee determined that it would meet telephonically on April 13, 2009 with its outside counsel and financial advisor to discuss the events that had occurred between April 3 and 12, 2009.

     On April 13, 2009, the Special Committee met twice telephonically with its outside counsel and financial advisor to discuss the market reaction to the Offer. After consultation with its outside counsel and financial advisor, the Special Committee decided that it would telephone John M. Dyer, executive vice president and chief financial officer of Enterprises, to discuss the status of the Offer.

     Later that day, the Special Committee telephoned Mr. Dyer and informed him that, although the Special Committee believed the Offer Price remained fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises), the Special Committee was concerned that the non-waivable majority of the minority condition might not be met as an insufficient number of Shares were likely to be tendered. The Special Committee discussed with Mr. Dyer a variety of factors underlying its concern. The Special Committee stated that it continued to believe the consummation of an offer was in the best interests of the Company’s stockholders (other than Media and Enterprises) and informed Mr. Dyer that Media and Enterprises should consider increasing the Offer Price. After the Special Committee telephoned Mr. Dyer, the Special Committee met telephonically with its outside counsel to discuss its conversation with Mr. Dyer.

     That same day, Media and Enterprises filed an amendment to the Schedule TO and Media,

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Enterprises and the Company filed an amendment to the Schedule 13E-3, reporting the Company’s unaudited preliminary financial results for the month and three months ended March 31, 2009 (the “First Quarter Preliminary Financial Results”). The amendment to the Schedules TO and 13E-3 also included an updated forecast of the Company’s statement of income and other financial data for fiscal year 2009 (the “March Forecast”), which was prepared in the ordinary course of business by senior management of the Company and without input from Media and Enterprises. The First Quarter Preliminary Financial Results reflected that the Company had (a) revenue of $75.5 million as compared to projected revenue of $74.9 million in the February Forecast, (b) operating cash flow of $11.4 million as compared to projected operating cash flow of $10.5 million in the February Forecast and (c) projected earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $10.6 million as compared to projected EBITDA of $9.6 million in the February Forecast. The March Forecast reflected (a) projected revenue of $341.7 million as compared to projected revenue of $341.5 million in the February Forecast, (b) projected operating cash flow of $76.0 million as compared to projected operating cash flow of $73.6 million in the February Forecast, and (c) projected EBITDA of $72.3 million as compared to projected EBITDA of $69.0 million in the February Forecast.

     On the morning of April 15, 2009, the Special Committee received a telephone call from Mr. Dyer who informed the Special Committee that Media and Enterprises would consider increasing the Offer Price, but that Media and Enterprises requested that the Special Committee propose an increased Offer Price. The Special Committee stated that it was not in a position to propose an increased Offer Price, but suggested that, at a minimum, Enterprises and Media should consider the public trading prices of the Shares since the announcement of the Offer. Mr. Dyer also informed the Special Committee that Media and Enterprises had asked their financial advisor to contact the Special Committee’s financial advisor regarding a potential increase of the Offer Price.

     Later that morning, Media and Enterprises’ financial advisor telephoned the Special Committee’s financial advisor and talked about a process for discussing an increased Offer Price, but the respective financial advisors did not have any substantive discussions regarding the Offer Price.

     Later on April 15, 2009, the Special Committee further discussed with its outside counsel the recent trading price and volume of the Shares, the overall market reaction to the Offer and the implications those and various other factors would have for satisfaction of the non-waivable majority of the minority condition. Thereafter, the Special Committee telephoned Mr. Dyer to encourage Media and Enterprises to increase the Offer Price, taking into consideration the trading range of the Company’s Shares during the Offer Period. The Special Committee stated that, unless the price was increased, it was concerned that the majority of the minority condition would not be satisfied.

     On April 16, 2009, the Special Committee met telephonically with its outside counsel and financial advisor to discuss the fairness of the Offer Price in light of the First Quarter Preliminary Financial Results and the March Forecast. The Special Committee’s financial advisor advised that, although the First Quarter Preliminary Financial Results and the March Forecast reflected marginal improvement as compared to the February Forecast, the impact of such improvement was immaterial in light of the Company’s historical financial performance. In light of the First Quarter Preliminary Financial Results and the March Forecast, the Special Committee’s financial advisor reconfirmed for the Special Committee that the Offer Price was fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises). The Special Committee’s financial advisor responded to questions from the Special Committee regarding its analysis. The Special Committee concluded that the First Quarter Preliminary Financial Results and the March Forecast did not change its determination that the Offer was fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises).

     Later on April 16, 2009, the Special Committee received a telephone call from Mr. Dyer during

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which he informed the Special Committee that, in light of the factors the Special Committee had previously raised and discussed with Mr. Dyer, Enterprises and Media were giving serious consideration to increasing the Offer Price to $4.20 and that the increased price may not be the best and final offer.

     Shortly thereafter on April 16, 2009, the Special Committee met telephonically with its outside counsel and financial advisor to discuss the Special Committee’s telephone conversation with Mr. Dyer. The Special Committee determined that it would telephone Mr. Dyer again to impress upon Media and Enterprises that, given a variety of considerations, Media and Enterprises should make their best and final offer at that time in order to facilitate the valid tender of a sufficient number of Shares to satisfy the majority of the minority condition. Immediately after the Special Committee meeting ended, the Special Committee telephoned Mr. Dyer and communicated to him this message.

     On April 17, 2009, outside counsel to the Special Committee and outside counsel to Enterprises and Media discussed by telephone the status of the Offer, the scope of the Special Committee’s authority, and the Special Committee’s willingness and the willingness of its financial advisor to engage in negotiations. They also discussed that the Special Committee’s understanding of the authority granted to it in the context of the negotiations of the March 31 Resolution differed from Media and Enterprises’ understanding.

     On April 18, 2009, the Special Committee met telephonically with its outside counsel to be updated with respect to recent events and the status of the Offer. The Special Committee also discussed with its outside counsel a proposed Board resolution that would clarify the authority previously granted to the Special Committee pursuant to the March 31 Resolution with respect to the Offer.

     On April 19, 2009, outside counsel to the Special Committee and outside counsel to Enterprises and Media had several telephone calls to discuss the status of the Offer.  Throughout the day on April 19, 2009, the Special Committee met telephonically several times with its outside counsel and financial advisor to be updated with respect to the developments with respect to the Offer and to discuss various potential alternatives depending on what position Enterprises and Media decided to take with respect to the Offer.  During its last meeting on April 19, 2009, after learning from its outside counsel that Enterprises and Media intended to extend the Offer Period for an additional ten business days without increasing the Offer Price, the Special Committee discussed with its outside counsel and financial advisor the various positions that the Special Committee could take with respect to this development in the status of the Offer.

     The Special Committee unanimously determined to withdraw its recommendation and to express no opinion and remain neutral with respect to the Offer for the reasons described in this Amendment.  

     On April 19, 2009, the Board adopted a resolution by unanimous written consent clarifying the Special Committee’s authority to negotiate with Enterprises and Media with respect to the terms of the Offer, including the Offer Price. A copy of the unanimous written consent adopted by the Board is filed as Exhibit (a)(5)(H) to this Amendment and is incorporated herein by reference.

     On the morning of April 20, 2009, Enterprises issued a press release announcing an extension of the Offer Period to 12:00 midnight on May 1, 2009. Later that day, the Company issued a press release announcing that the Special Committee had withdrawn its recommendation. A copy of the press release is being filed as Exhibit (a)(2)(D) to this Amendment and incorporated herein by reference. In addition, the Company also filed this Amendment withdrawing its recommendation that the Company’s stockholders accept the Offer and tender their Shares. At this time, the Special Committee has determined to express no opinion and remain neutral with respect to the Offer. However, the Special Committee has not changed its previous determination with respect to the fairness, from a financial point of view, of the Offer Price to the Company’s stockholders (other than Media and Enterprises). The Special Committee

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reached its decisions for the reasons set forth in Item 4 “Reasons for the Special Committee’s Recommendation” above.

Reasons for the Special Committee’s Recommendation.

All of the paragraphs under the heading “Reasons for the Special Committee’s Recommendation,” are replaced in their entirety with the following:

     The Special Committee is withdrawing its recommendation that the Company’s stockholders accept the Offer and tender their Shares. At this time, the Special Committee has determined to express no opinion and remain neutral with respect to the Offer for the following reasons:

     Extension of Offer Period. On April 20, 2009, Media and Enterprises extended the Offer Period for an additional ten business days but did not increase the Offer Price.

     Clarification of the Special Committee’s Authority. On April 19, 2009, the Board adopted a resolution by unanimous written consent clarifying the Special Committee’s authority to negotiate all terms of the Offer, including the Offer Price.

     Discussions of a Possible Increase in the Offer Price. In the course of conversations among the Special Committee and Mr. Dyer with respect to the status of the Offer and the possibility that the majority of the minority condition may not be satisfied, Mr. Dyer informed the Special Committee that Media and Enterprises were giving serious consideration to increasing the Offer Price to $4.20 per Share and that the increased price may not be Media and Enterprises’ best and final offer.

     In light of factors described above and the Special Committee’s willingness to negotiate with Media and Enterprises with respect to the Offer Price, the Special Committee is withdrawing its recommendation that the Company’s stockholders accept the Offer and tender their Shares and is now expressing no opinion and remaining neutral with respect to the Offer.

Intent to Tender.

The paragraph under the heading “Intent to Tender,” is replaced in its entirety with the following:

     The Company is unaware whether its executive officers, directors and affiliates (other than Media and Enterprises) intend to tender the Shares held of record or beneficially owned by such person pursuant to the Offer (other than Restricted Shares, which are subject to transfer restrictions, and Shares such person has the right to purchase by exercising stock options).

Item 7. Purposes of the Transaction and Plans or Proposals.

All of the paragraphs under the heading “Purposes of the Transaction and Plans or Proposals,” are replaced in their entirety with the following:

     For the reasons discussed in Item 4 “The Solicitation or Recommendation—Reasons for the Special Committee’s Recommendation,” the Special Committee is withdrawing its recommendation that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer. At this time, the Special Committee has determined to express no opinion and remain neutral with respect to the Offer. However, the Special Committee has not changed its previous determination with respect to the fairness, from a financial point of view, of the Offer Price to the Company’s stockholders (other than Media and Enterprises).

     Except as described in the Schedule 14D-9 or as incorporated in the Schedule 14D-9 by reference, neither the Special Committee nor the Company has any knowledge of any negotiation being

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undertaken or engaged in by the Special Committee or the Company that relates to or would result in (i) a tender offer for, or other acquisition of, Shares by Media or Enterprises, any of their respective subsidiaries, or any other person, (ii) any extraordinary transaction, such as a merger (other than the short-form merger described in the Offer), reorganization or liquidation, involving the Company or any of its subsidiaries, (iii) any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries, or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company. Except as described or referred to in the Schedule 14D-9, to the knowledge of the Special Committee and the Company, there are no transactions, board resolutions, agreements in principle or signed contracts entered into in response to the Offer that relate to or would result in one or more of the matters referred to in the preceding sentence.

Item 8. Additional Information.

Litigation.

The paragraph under the heading “Litigation,” is replaced in its entirety as follows:

     Subsequent to the announcement of the Offer, a total of four civil actions challenging the transactions contemplated by the Offer were commenced, two in the Delaware Chancery Court (the “Delaware Actions”), one in the Superior Court of Gwinnett County in Georgia (the “Georgia State Action”) and one in the federal district court in Atlanta (the “Georgia Federal Action” and, together with the Delaware Actions and the Georgia State Action, the “Actions”). The first of the Delaware Actions is captioned George Leon v. Cox Radio, Inc., et al., Civil Action No. 4461-VCP (filed March 27, 2009). The second of the Delaware Actions is captioned Coral Springs Police Pension Fund v. Cox Radio, Inc., et al., Civil Action No. 4463-VCP (filed March 30, 2009). The Delaware Actions have been consolidated under the caption In re Cox Radio, Inc. Shareholders Litigation, Consolidated Civil Action No. 4461-VCP. The Georgia State Action is captioned Ruthellen Miller v. James C. Kennedy, et al., Case No. 09-A-02921-9 (filed March 30, 2009). The Georgia Federal Action is captioned Donald Dixon v. James C. Kennedy, et al., Case No. 1:09-CV-0938-JEC (filed April 8, 2009). In all of the Actions, the Company, its directors and Enterprises are named as defendants. In all of the Actions except the second Delaware Action, Media is also named as a defendant. In each Action, all of the defendants except the Company are accused of having breached their fiduciary duties in connection with the transactions contemplated by the Offer. The Georgia State Action also purports to assert various claims derivatively on behalf of the Company against the Company’s directors, as well as a claim derivatively on behalf of the Company against Enterprises and Media for unjust enrichment. Each of the Actions (except for the portion of the Georgia State Action that is brought derivatively) purports to have been brought on behalf of a class consisting of all of the public stockholders of the Company not affiliated with the defendants. Each of the Actions except the Georgia State Action seeks to enjoin or rescind the transactions contemplated by the Offer. The Georgia State Action seeks to enjoin the transactions contemplated by the Offer. Each Action seeks an award of damages in an unspecified amount. The Special Committee believes that the Actions are without merit. Copies of the complaints described above are filed as Exhibits (a)(5)(D), (a)(5)(E) and (a)(5)(F) to the Schedule 14D-9 and Exhibit (a)(5)(I) to this Amendment, respectively, and are incorporated herein by reference. The Delaware Chancery Court has scheduled a hearing on the plaintiffs’ motion for a preliminary injunction for the afternoon of April 29, 2009. A copy of the consolidated amended complaint with respect to the Delaware Actions is filed as Exhibit (a)(5)(J) to this Amendment and is incorporated herein by reference. On April 14, 2009, the Superior Court of Gwinnett County in Georgia stayed the Georgia State Action until April 30, 2009.

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Item 9. Exhibits.

Exhibit Number	Description
*(a)(2)(A)	Letter, dated April 3, 2009, from the Special Committee to the Company’s stockholders.
*(a)(2)(B)	Press release issued by the Company on April 3, 2009, entitled “Cox Radio, Inc. Issues Response/Recommendation Statement Regarding Tender Offer of Cox Media Group, Inc.”
*(a)(2)(C)	Press release issued by the Company on April 1, 2009, entitled “Cox Radio, Inc. Forms Special Committee to Evaluate Cox Media Group’s Tender Offer.”
(a)(2)(D)	Press release issued by the Company on April 20, 2009, entitled “Cox Radio, Inc. Issues Revised Response/Recommendation Statement Regarding Tender Offer of Cox Media Group, Inc.”
*(a)(5)(A)	Letter, dated March 22, 2009, from Enterprises to the Board.
*(a)(5)(B)	Press release issued by the Company on March 23, 2009, entitled “Cox Radio Comments on Cox Enterprises Tender Offer.”
*(a)(5)(C)	Opinion of Financial Advisor.
*(a)(5)(D)	George Leon v. Cox Radio, Inc., et al., Civil Action No. 4461-VCP, Delaware Chancery Court (filed March 27, 2009).
*(a)(5)(E)	Coral Springs Police Pension Fund v. Cox Radio, Inc., et al., Civil Action No. 4463-VCP, Delaware Chancery Court (filed March 30, 2009).
*(a)(5)(F)	Ruthellen Miller v. James C. Kennedy, et al., Case No. 09-A-02921-9, Superior Court of Gwinnett County (filed March 30, 2009).
(a)(5)(G)	Unanimous Written Consent of the Board, dated March 31, 2009.
(a)(5)(H)	Unanimous Written Consent of the Board, dated April 19, 2009.
(a)(5)(I)	Donald Dixon v. James C. Kennedy, et al., Case No. 1:09-CV-0938-JEC, U.S. District Court Northern District of Georgia, Atlanta Division (filed April 8, 2009).
(a)(5)(J)	In re Cox Radio, Inc. Shareholders Litigation, Case No. 4461-VCP, Delaware Chancery Court (filed April 7, 2009).
*(e)(1)	Promissory Notes, dated December 4, 2003, filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

* Previously filed as an exhibit to the Company’s Schedule 14D-9 filed with the SEC on April 3, 2009.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

COX RADIO, INC.
By: Name:	/s/ Charles L. Odom Charles L. Odom
Title:	Chief Financial Officer

Dated: April 20, 2009

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EX-99.(A)(2)(D)

Exhibit (a)(2)(D)  

NEWS

FOR IMMEDIATE RELEASE

Cox Radio, Inc. Issues Revised Response/Recommendation Statement Regarding
Tender Offer of Cox Media Group, Inc.

ATLANTA, April 20, 2009—Cox Radio, Inc. (NYSE: CXR) announced today that the Special Committee has withdrawn its recommendation that the stockholders of Cox Radio accept the tender offer by Cox Media Group, Inc., an indirect and wholly owned subsidiary of Cox Enterprises, Inc., and tender their shares of Class A common stock for $3.80 per share. The Special Committee has determined that at this time it cannot express an opinion with respect to the tender offer and, therefore, is taking a neutral position with respect to the tender offer for the following reasons:

• Cox Enterprises and Cox Media Group have announced an extension of the tender offer until 12:00 midnight New York City time on Friday, May 1, 2009 without increasing the offer price;

• The Board of Directors of Cox Radio adopted a resolution clarifying the Special Committee’s authority to negotiate all terms of the tender offer, including the offer price; and

• In the course of conversations among the Special Committee and a representative of Cox Enterprises, Cox Enterprises’ representative informed the Special Committee that Cox Media Group and Cox Enterprises were giving serious consideration to increasing the offer price to $4.20 per share and that the increased price may not be their best and final offer.

The Special Committee has not changed its previous determination with respect to the fairness, from a financial point of view, of the offer price to the stockholders of Cox Radio (other than to Cox Media Group and Cox Enterprises).

Stockholders of Cox Radio are encouraged to review the revised Solicitation/Recommendation Statement in the amendment to its Schedule 14D-9 in its entirety, which Cox Radio is filing with the Securities and Exchange Commission as the revised Solicitation/Recommendation Statement contains important information. Stockholders can obtain a free copy of the revised Solicitation/Recommendation Statement in the amendment to the 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. will file a revised Solicitation/Recommendation Statement in an amendment to its Schedule 14D-9 with the Securities and Exchange Commission. Investors and security holders are urged to read the revised Solicitation/Recommendation Statement in the amendment to the Schedule 14D-9 because it contains important information. Investors and security holders may obtain a free copy of the revised Solicitation/Recommendation Statement in the amendment to the 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 revised Solicitation/Recommendation Statement in the amendment to the 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

EX-99.(A)(5)(G)

Exhibit (a)(5)(G)

UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
COX RADIO, INC.

     The undersigned, being all of the members of the Board of Directors of Cox Radio, Inc., a Delaware corporation (the “Corporation”), by this consent in writing, pursuant to the provisions of Section 141(f) of the Delaware General Corporation Law, do hereby waive all notice of the time, place and purposes of a meeting of the Board of Directors of the Corporation (the “Board”) and consent to the adoption of the following preambles and resolutions with the same force and effect as if they had been adopted at a duly convened meeting of the Board.

     WHEREAS, Cox Enterprises, Inc. (“CEI”) has proposed to acquire all issued and outstanding Class A common stock of the Corporation not currently held by CEI through its subsidiaries for cash pursuant to a tender offer followed by a short-form merger (the “CEI Proposal”);

     WHEREAS, CEI, directly or indirectly, beneficially owns approximately 17.3% of the outstanding shares of Class A Common Stock and 100% of the outstanding shares of Class B Common Stock of the Corporation;

     WHEREAS, CEI has communicated to the Corporation that CEI is not interested in selling its shares in the Corporation and will not consider any strategic transaction involving the Corporation other than the CEI Proposal;

     WHEREAS, James C. Kennedy, G. Dennis Berry and Jimmy W. Hayes each serves as a Director of the Corporation and also serves as an officer of CEI;

     WHEREAS, Robert F. Neil serves as the president and chief executive officer of the Corporation and Marc W. Morgan serves as the Executive Vice President and Chief Operating Officer of the Corporation;

     WHEREAS, Nicholas D. Trigony has served as an officer of the predecessor to Cox Media Group, Inc., an indirect wholly-owned subsidiary of CEI;

     WHEREAS, the Board has unanimously determined that Juanita P. Baranco and Nick W. Evans, Jr. are not affiliated or associated with CEI; and

     WHEREAS, in light of potential conflicts of interest, the Board deems it advisable and in the best interests of the Company and its stockholders, including the Corporation’s public stockholders (i.e., stockholders other than CEI and its affiliates), to establish a special committee consisting of independent and disinterested directors of the Board who are not members of the Corporation’s management and who are not or who have not been affiliated or associated with CEI or its subsidiaries or other affiliates (other than the Corporation), to fulfill the obligations of the Board to review and evaluate the CEI Proposal under applicable Delaware and federal law, including the United States securities laws, and to take such other action with respect to the CEI Proposal as shall be authorized in the following resolutions;

     NOW, THEREFORE, BE IT, AND IT HEREBY IS, RESOLVED, that pursuant to Section 141(c)(2) of the Delaware General Corporation Law and Article V, Section 1 of the Corporation’s Amended and Restated Bylaws (the “Bylaws”), the Board hereby (i) establishes a special committee of the Board, effective as of the date hereof (the “Special Committee”), (ii) appoints Juanita P. Baranco and Nick W. Evans, Jr. to serve as the members of the Special Committee so long as the Special Committee shall exist or until such Special Committee member’s resignation, and (iii) delegates exclusively to the Special Committee the power and authority of this Board, to the fullest extent permitted by applicable law and the Bylaws, to take actions with respect to the consideration, negotiation, rejection or endorsement of the terms and conditions of the CEI Proposal, or any modification, variation, or supplement of such terms and conditions, such power and authority of the Special Committee to include without limitation: (1) the exclusive power and authority on behalf of the Corporation to approve the forms of all requisite documentation responding to or relating to the CEI Proposal, including without limitation, a Schedule 14D-9 and any amendments thereto to be filed with the Securities and Exchange Commission; (2) the exclusive power and authority to make recommendations (whether favorable, unfavorable or neutral) on behalf of the Board to the Corporation’s public stockholders (i.e., stockholders other than CEI and its affiliates) with respect to the CEI Proposal; and (3) the exclusive power and authority to review, analyze, evaluate, monitor and exercise general oversight of all proceedings and activities of the Corporation related to the CEI Proposal;

     RESOLVED, FURTHER, that, in light of the fact that CEI has communicated to the Corporation that CEI is not interested in selling its shares in the Corporation and will not consider any strategic transaction involving the Corporation other than the CEI Proposal, the Special Committee shall not be empowered or authorized to initiate, solicit or accept alternative proposals from third parties (i.e., parties other than CEI and its affiliates) with respect to the acquisition of any of the assets or of the capital stock of the Corporation;

     RESOLVED, FURTHER, that the Special Committee is hereby authorized and empowered to retain at the Corporation’s reasonable expense such independent financial and legal advisors, as well as such other consultants, agents or experts, it determines are necessary or appropriate to assist and advise it in performing its responsibilities and duties as delegated by the Board, and to request that such advisors, consultants, agents and experts perform such services and render such opinions as may be necessary or appropriate for the Special Committee to discharge its duties as delegated by the Board of Directors;

     RESOLVED, FURTHER, that any member of the Special Committee is hereby authorized and empowered, following authorization by the Special Committee, to enter into, execute and deliver such contracts providing for the retention, compensation, reimbursement of expenses and indemnification of such legal counsel, financial advisors, consultants, agents and experts as the Special Committee may deem necessary or appropriate, and that the Corporation is hereby authorized and directed to pay all reasonable fees, expenses and disbursements of such legal counsel, financial advisors, consultants, agents and experts on presentation of statements approved by the Special Committee, and that the Corporation shall pay all reasonable fees, expenses and disbursements of such legal counsel, financial advisors, consultants, agents and experts and shall honor all other obligations of the Corporation under such contracts;

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     RESOLVED, FURTHER, that the officers, employees, advisers and agents of the Corporation are hereby directed to cooperate fully with and assist the Special Committee, each member thereof, and any of their advisors, consultants, agents, experts, counsel and designees, including by attending meetings and discussions with the Special Committee, at the request of the Special Committee, and by providing to the Special Committee, each member thereof, and any of their advisors, consultants, agents, experts, counsel and designees, such business, financial and other information and materials, including, without limitation, the books, records, projections and financial statements of the Corporation, including any documents, reports or studies pertaining to the CEI Proposal, as may be useful or helpful in the discharge of the Special Committee’s duties or as may be determined by the Special Committee, or any member thereof, to be appropriate or advisable in connection with the discharge of the duties of the Special Committee and each of its members;

     RESOLVED, FURTHER, that each member of the Special Committee shall receive (i) a one-time fee of $35,000, for each such member’s services on the Special Committee, which fee is to be paid by the Corporation within five (5) business days after the date hereof, and (ii) $1,000 per meeting of the Special Committee;

     RESOLVED, FURTHER, that the Corporation shall reimburse funds to the members of the Special Committee for any and all reasonable fees, expenses or disbursements incurred by such members in connection with their service on the Special Committee;

     RESOLVED, FURTHER, that any and all lawful prior actions taken between March 23, 2009 and the date hereof by the Special Committee which would have been authorized by these resolutions if such prior actions were taken after the date hereof are severally authorized, ratified, confirmed, approved and adopted;

     RESOLVED, FURTHER, that the Corporation shall indemnify the Special Committee and each of its members to the fullest extent permitted under applicable law, the Corporation’s Amended and Restated Certificate of Incorporation (as amended by the Certificate of Amendment) and the Bylaws, with respect to any claims asserted or threatened against the Special Committee or its members arising from or relating to any such member’s role on the Special Committee, the CEI Proposal, or the discharge of the duties set forth in these resolutions, and that the Corporation shall promptly advance all reasonable fees, costs and expenses (including attorneys’ fees) incurred by the Special Committee or its members with respect to any or all such claims; and

     RESOLVED, FURTHER, that this Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

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     IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors of Cox Radio, Inc. as of the 31st day of March, 2009.

/s/ James C. Kennedy  

James C. Kennedy 

/s/ G. Dennis Berry  

G. Dennis Berry 

/s/ Juanita P. Baranco  

Juanita P. Baranco 

/s/ Nick W. Evans, Jr.  

Nick W. Evans, Jr. 

/s/ Jimmy W. Hayes  

Jimmy W. Hayes 

/s/ Marc W. Morgan  

Marc W. Morgan 

/s/ Robert F. Neil  

Robert F. Neil 

/s/ Nicholas D. Trigony  

Nicholas D. Trigony 

EX-99.(A)(5)(H)

Exhibit (a)(5)(H)

UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
COX RADIO, INC.

     The undersigned, being all of the members of the Board of Directors of Cox Radio, Inc., a Delaware corporation (the “Corporation”), by this consent in writing, pursuant to the provisions of Section 141(f) of the Delaware General Corporation Law, do hereby waive all notice of the time, place and purposes of a meeting of the Board of Directors of the Corporation (the “Board”) and consent to the adoption of the following preambles and resolutions with the same force and effect as if they had been adopted at a duly convened meeting of the Board.

     WHEREAS, on March 23, 2009, Cox Enterprises, Inc. (“CEI”), and Cox Media Group, Inc. (“CMG”), commenced a tender offer to acquire all issued and outstanding shares of Class A common stock of the Corporation not currently held by CEI or CMG (the “Tender Offer”);

     WHEREAS, in response to the Tender Offer, the Corporation established and delegated authority to a special committee consisting of independent and disinterested directors of the Board, specifically Juanita P. Baranco and Nick W. Evans, Jr. (the “Special Committee”), pursuant to that certain Unanimous Written Consent, dated as of March 31, 2009 (the “March 31 UWC”); and

     WHEREAS, the Board deems it advisable and in the best interests of the Corporation and its stockholders, including the Corporation’s public stockholders (i.e., stockholders other than CEI and its affiliates), to clarify the authority of the Special Committee.

     NOW, THEREFORE, BE IT, AND IT HEREBY IS,      RESOLVED, that the Board hereby confirms that the March 31 UWC is, and shall continue, in full force and effect;

     FURTHER RESOLVED, that the Board hereby expressly authorizes and empowers the Special Committee to negotiate with respect to, directly or through its independent advisors, with CEI and CMG and their advisors, any and all terms of the Tender Offer, including, without limitation, the per share price offered pursuant to the Tender Offer, and to communicate directly or indirectly with any other stockholder of the Corporation in connection with the Tender Offer, if the Special Committee determines that such communications are necessary or appropriate;  and

     FURTHER RESOLVED, that this Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors of Cox Radio, Inc. as of the 19th day of April, 2009.

/s/ James C. Kennedy

James C. Kennedy

/s/ G. Dennis Berry

G. Dennis Berry

/s/ Juanita P. Baranco

Juanita P. Baranco

/s/ Nick W. Evans, Jr.

Nick W. Evans, Jr.

/s/ Jimmy W. Hayes

Jimmy W. Hayes

/s/ Marc W. Morgan

Marc W. Morgan

/s/ Robert F. Neil

Robert F. Neil

/s/ Nicholas D. Trigony

Nicholas D. Trigony

EX-99.(A)(5)(I)

Exhibit (a)(5)(I)  

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF GEORGIA

DONALD DIXON, individually and on
behalf of all others similarly situated,

Plaintiff,

vs.

JAMES C. KENNEDY, ROBERT F.
NEIL, MARC W. MORGAN,
NICHOLAS D. TRIGONY, G.
DENNIS BERRY, JUANITA P.
BARANCO, JIMMY W. HAYES,
NICK W. EVANS, JR., COX RADIO
INC., COX MEDIA GROUP, INC.
AND COX ENTERPRISES, INC.

Defendants.

 
 
 
CLASS ACTION
 
 
JURY TRIAL DEMANDED
 
 
CIVIL ACTION NO.
1:09-CV-0938 JEC

AMENDED CLASS ACTION COMPLAINT FOR
VIOLATIONS OF FEDERAL SECURITIES LAWS

     Plaintiff Donald Dixon, by his attorneys, alleges upon information and belief (said information and belief being based, in part, upon the investigation conducted by and through undersigned counsel, including a review of filings with the Securities and Exchange Commission (“SEC”), press releases, and other public information), except with respect to Plaintiff’s ownership of Cox Radio Inc. (“Cox Radio” or the “Company”) common stock and their suitability to serve as a class representative, which is alleged upon personal knowledge, as follows:

NATURE OF THE ACTION

     1. Plaintiff brings this action individually and as a class action on behalf of all persons, other than defendants, who own the common stock of Cox Radio and who are similarly situated (the “Class”), for violations of the federal securities laws and for defendants’ breach of their fiduciary duties. Plaintiff seeks compensatory damages and injunctive relief arising from the Tender Offer described below. Alternatively, in the event that the Tender Offer is consummated, Plaintiff seeks to recover damages caused by Defendants’ violations of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. § 78a et seq., and for the breach of fiduciary duties owed by the Director Defendants (as defined below). The Tender Offer and the acts of the Director Defendants, as more particularly alleged herein, constitute a breach of defendants’ fiduciary duties to Plaintiff and the Class and a violation of applicable legal standards governing the defendants herein.

     2. On March 23, 2009, Cox Enterprises, Inc., the Company’s majority

1

stockholder, through its unit Cox Media Group, Inc. (“Cox Media”) (collectively, “Cox Enterprises”), announced that it would commence a cash tender offer for all of the outstanding publicly held minority interest in Cox Radio for $3.80 per share in cash, or a total payment of approximately $69.1 million, including fees and expenses (the “Tender Offer”). The Tender Offer made by Cox Enterprises is scheduled to expire on April 17, 2009. Cox Enterprises currently owns an approximate 78% equity interest in Cox Radio and has approximately a 97% voting interest. If upon expiration of the Tender Offer, Cox Enterprises owns 90% of Cox Radio’s equity, Cox Enterprises intends to acquire the remaining publicly held shares of the Company through a short form merger.

     3. The Tender Offer is the culmination of a series of transactions pursuant to which Cox Enterprises has used its control and domination over its affiliate Cox Radio to eliminate all of the Company’s public shareholders and to acquire the stock of Plaintiff and the Class at a price that is grossly inadequate and unfair. Unable, or unwilling, to pay with its own funds a fair price to purchase Cox radio shares owned by public shareholders, Cox Enterprises utilized its control of Cox radio to cause the Company to commence a series of three continuous stock repurchase programs (the “Share Repurchase Programs”) the purpose of which was to eliminate public shareholders. By Cox Enterprises’ own admission, the Company’s repurchase activities continued until, at a minimum, as recently as February 10, 2009.

     4. Pursuant to the Share Repurchase Programs, Cox Radio purchased approximately 22 million shares of common stock at an aggregate purchase price of approximately $265 million. The shares purchased pursuant to the Share Repurchase Plans

2

represented more than 50% of the outstanding public float and, more significantly, almost 75% of the shares needed by Cox Enterprises to effect a short form merger.

     5. As the price of Cox Radio appeared to bottom out in February 2009, Cox Enterprises determined that the time was appropriate to step forward and complete the freeze-out of the Company’s minority shareholders. With Cox Radio’s stock price still above $5.00 per share, Cox Enterprises, according to its own Tender Offer statement (Form SC TO-T), filed with the SEC on March 23, 2009 (the “Tender Offer Statement”), Form 14D-1 caused the Company to cease its repurchasing activities, although there remained approximately $38 million in the Company treasury allotted to repurchase its shares. Thereafter, Cox Enterprises waited for the stock to drop further until, on the very day that Cox Radio hit its all-time low, Cox Enterprises alerted its outside advisors that it wished to commence the Tender Offer to purchase sufficient shares to complete a short form merger. In doing so, Cox Enterprise sought to evade protections provided by Delaware law that seek to ensure that any transaction with Plaintiff and the Class would be entirely fair both as to substance and as to price.

     6. Cox Enterprises has misused its control of the Company in order to acquire the remaining Cox Radio publicly held shares on unfair terms and without regard to the best interests of the Company’s public shareholders or the intrinsic value of Cox Radio’s stock. Indeed, having drained the Company of $265 million in cash by virtue of the Share Repurchase Programs, the Director Defendants have used the Company’s reduced cash position and increased leverage as a reason in favor of accepting the Tender Offer.

     7. The consideration to be paid to the class members, namely $3.80 per share, is

3

unconscionable, unfair and grossly inadequate consideration because, among other things, the intrinsic value of the stock of Cox Radio is materially in excess of that price, which was not the result of arm’s length negotiations but was fixed arbitrarily by Cox Enterprises to “cap” the market price of Cox Radio stock at a rock bottom price, as part of a plan for defendants to obtain complete ownership of Cox Radio assets and business at the lowest possible price. The price is so low that Cox Enterprises can successfully complete the Tender Offer utilizing the cash Cox Radio still has on hand that was authorized for its suspended Share Repurchase Programs.

     8. The Tender Offer leaves the public stockholders faced with an unfairly coercive Tender Offer and without a fully informed voluntary choice whether to sell the Company or seek appraisal. If the Tender Offer closes with less than 90% owned by Cox Media, the Company’s shareholders run the risk of not having a free market to sell their shares.

     9. Moreover, the Tender Offer violates Section 14(d) and (e) of the Securities Exchange Act of 1934 with respect both to its structure and with respect to Defendants’ failure to disclose all material facts to Plaintiff and the Class.

     10. With respect to its structure, the Tender Offer is merely a continuation of a unitary series of purchases, by Cox Enterprises, using Company resources, the result of which has been the acquisition of 75% of the shares needed to effect a short form merger. Just in the weeks prior to the announcement of the Tender Offer, Cox Enterprises caused the Company to purchase 993,229 shares of common stock at prices ranging from $5.00 to $6.00. In the three quarters prior to the announcement of the Tender Offer, Cox Enterprises caused Cox Radio to purchase over 6 million shares, at an average price in excess of $10 per

4

share. These purchases, although part of Cox Enterprises’ concerted effort to acquire all of the Company’s shares held by public shareholders, were not made pursuant to a tender offer statement and at prices different from the Tender Offer price, in violation of Sections 14(d) and (e) and the rules promulgated thereunder.

     11. With respect to disclosure, the Company’s Board of Directors caused to be filed with the SEC on April 3, 2009, a Recommendation Statement, Form 14D-9 (“14D-9”) which misstates certain material facts and altogether omits others. For example, the 14D-9, inter alia, fails to provide shareholders with material information critical to an understanding of the financial analyses performed by the Company’s financial advisor. This information is critical to shareholders, because such analyses appear to have been based upon forecasts and projections that were recently “revised,” and which contradict more optimistic statements made by the Company as recently as one month ago. Consequently, the Company’s public shareholders are being asked to make a decision on whether to tender their shares or seek appraisal without adequate information (and in a highly condensed time frame).

     12. The Tender Offer serves no legitimate business purpose of Cox Radio but rather is an attempt by defendants to enable Cox Enterprises to benefit unfairly from the transaction at the expense of Cox Radio’s public shareholders. The proposed plan will, for a grossly inadequate consideration, deny plaintiff and the other members of the class their right to share proportionately in the future success of Cox Radio and its valuable assets, while permitting Cox Enterprises to reap huge benefits from the transaction.

     13. By reason of the foregoing acts, practices and course of conduct, Cox

5

Enterprises has breached and will breach its duty as controlling stockholder of Cox Radio by engaging in improper overreaching in attempting to carry out the Tender Offer. The Director Defendants have violated their fiduciary duties to Cox Radio and the remaining stockholders of Cox Radio. Plaintiff seeks to enjoin Defendants from consummating the Proposed Transaction or, in the event the Proposed Transaction is consummated, recover damages resulting from Defendants’ violations of their fiduciary duties of loyalty, good faith, due care, and full and fair disclosure. Plaintiff and the class have suffered and will suffer irreparable injury unless defendants are enjoined from breaching their fiduciary duties and from carrying out the aforesaid plan and scheme.

JURISDICTION AND VENUE

     14. Court has jurisdiction over the subject matter of this action pursuant to Section 27 of the Exchange Act, 15 U.S.C. §78aa, and 28 U.S.C. §§1331 and 1337. In addition, this court has supplemental jurisdiction under 28 U.S.C. §1367(a). This action is not a collusive action designed to confer jurisdiction on a court of the United States that it would not otherwise have.

     15. Venue is proper in this District pursuant to 28 U.S.C. §1391(b) because Defendant Cox Radio is headquartered in this District and a substantial portion of the transaction and occurrences complained of herein, including the Defendant’s primary participation in the wrongful acts detailed herein, occurred in this District. In addition, one or more of the defendants either resides in or maintains executive offices in this District.

PARTIES

     16. Plaintiff has and continues to hold 1000 shares of Cox Radio, Inc. stock, CL-A, since prior to the transaction herein complained of and continuously to date as set forth in the

6

accompanying certification.

     17. Defendant Cox Radio is a corporation duly organized and existing under the laws of the State of Delaware with its principal offices located at 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. Cox Radio, a radio broadcasting company, engages in the acquisition, development, and operation of radio stations in the United States. The Company owns, operates, and provides sales and other services for 86 radio stations (71 frequency modulation (FM) and 15 amplitude modulation (AM)) clustered in 19 markets. Cox Radio operates three or more stations in 16 of its 19 markets, and offers a range of programming formats in geographically diverse markets across the United States. As of March 31, 2009, there were 20,756,528 shares of Cox Radio common stock issued and outstanding. Cox Media, a wholly owned subsidiary of Cox Enterprises, owns 3,591,954 shares, or 17.3%, of Cox Radio’s outstanding Class A common stock and all 58,733,016 shares of Cox Radio’s outstanding Class B common stock, which together represent approximately 78.4% of the outstanding shares of Cox Radio’s common stock and 97.2% of the voting power of the common stock. As such, Cox Media is the Company’s majority, controlling shareholder, and it needs to acquire 8,888,750 shares to reach the 90% threshold in order to consummate a short-form merger.

     18. Defendant James C. Kennedy (“Kennedy”) has served as a director of Cox Radio since July 1996, and became Chairman of the Board of Directors in January 2002. Director Kennedy has served as Chairman of the Board of Directors and Chief Executive Officer (the “CEO”) of the Company since January 1988, and prior to that time was the Company’s President and Chief Operating Officer (the “COO”). Defendant Kennedy joined

7

Cox Enterprises in 1972, and initially worked with Cox Enterprises’ Atlanta Newspapers. Defendant Kennedy also serves as a director of Flagler Systems, Inc.

     19. Defendant Robert F. Neil (“Neil”) has served as a director and as President and CEO of Cox Radio since July 1996, and was Executive Vice President — Radio of Cox Broadcasting from June 1992 to 1996. Previously, he was Vice President and General Manager of WSB-AM/FM (Atlanta, Georgia). Defendant Neil joined Cox Broadcasting in November 1986. Previously, defendant Neil was Operations Manager from December 1984 to November 1986 at WYAY-FM (Gainesville, Georgia). He served at WYYY-FM and WSYR-AM (Syracuse, New York) as Operations Manager from October 1983 to December 1984 and as Program Director from March 1983 to October 1983.

     20. Defendant Marc W. Morgan (“Morgan”) has served as a director of Cox Radio since August 1999 and as Executive Vice President and COO of Cox Radio since February 2003. Prior to that, he served as Vice President and Co- Chief Operating Officer since July 1999, and as Senior Group Vice President of Cox Radio from May 1997 to June 1999. Previously, defendant Morgan was Senior Vice President of Cox Radio from July 1996 to May 1997. He also served as Vice President of Cox Radio from July 1996 to May 1997. Defendant Morgan also served as Vice President and General Manager of WSB Radio from July 1992 to November 1998, and Vice President and General Manager of WCKG-FM (Chicago, Illinois) from January 1984 to July 1992.

     21. Defendant Nicholas D. Trigony (“Trigony”) has served as a director of Cox Radio since July 1996, and was Chairman of the Board of Directors from December 1996 through December 2000. Defendant Trigony served as President of Cox Broadcasting from March 1990 until his retirement in December 2000.

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Defendant Trigony joined Cox Broadcasting in September 1986 as Executive Vice President Cox Radio and was Executive Vice President Cox Broadcasting from April 1989 to March 1990. He is also past Chairman of the Board of the National Association of Television Program Executives and served on its Executive Committee. Defendant Trigony is a past chairman of the Television Operators Caucus and past Chairman of the National Association of Broadcasters’ Media Convergence Task Force.

     22. Defendant G. Dennis Berry (“Berry”) has served as a director of Cox Radio since January 2002. Defendant Berry has served as Vice Chairman of the Board of Directors of Cox Enterprises since December 2005. Previously, he served as President and COO of Cox Enterprises beginning in October 2000, and was President and CEO of Manheim Auctions, Inc., a subsidiary of Cox Enterprises, from 1995 through October 2000.

     23. Defendant Juanita P. Baranco (“Baranco”) has served as a director of Cox Radio since December 2003. She is Executive Vice President and COO of the Baranco Automotive Group, where she has been a principal for more than twenty years. She also serves as a member of the board of directors of The Southern Company and the board of trustees of Clark Atlanta University. She is a co-owner and executive officer of an advertiser that purchases media advertising from Cox Radio, Cox Enterprises and affiliates of Cox Enterprises.

     24. Defendant Jimmy W. Hayes (“Hayes”) has served as a director of Cox Radio since December 2005. Defendant Hayes has served as President and COO of Cox Enterprises since January 2006, and served as Executive Vice President of Cox Enterprises from July 2005 through December 2005. Previously, he served as Executive Vice President,

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Finance and Chief Financial Officer of Cox Communications, Inc. (“Cox Communications”) from July 1999 through July 2005. Prior to that, he served in several executive and financial management positions with Cox Enterprises and Cox Communications beginning in 1980. Defendant Hayes also serves as a director of Cox Enterprises.

     25. Defendant Nick W. Evans, Jr. (“Evans”) has served as a director of Cox Radio since May 2007. Defendant Evans has served as Chairman of ECP Benefits, LLC, a provider of employee benefit solutions, since January 2003, and as a principal with Associate Media Partners since January 2001. Prior to that, he served as President and CEO of Spartan Communications, Inc. from January 1990 through December 2000. He also serves as a member of the board of directors of Bumper2Bumper Media, and the board of trustees of Augusta State University. Defendant Evans is a past chairman of the Television Operators Caucus and a past member of the board of directors of the National Association of Broadcasters.

     26. The individual defendants constitute the Board of Directors of Cox Radio (the “Director Defendants”) and, by reason of their corporate directorships and executive positions, stand in a fiduciary position relative to the Company’s public shareholders. Their fiduciary duties, at all times relevant herein, required them to exercise their best judgment, and to act in a prudent manner, and in the best interest of the Company’s minority shareholders. Said defendants owe the public shareholders of Cox Radio the highest duty of good faith, fair dealing, due care, loyalty, and full candid and adequate disclosure.

     27. Defendant Cox Enterprises, a privately-held corporation headquartered in Atlanta, Georgia, is one of the largest diversified media and wholesale automotive auction

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companies in the United States, with consolidated revenues for the year ended December 31, 2008 of $15.4 billion. Cox Enterprises owns major operating subsidiaries such as Cox Communications (cable television distribution, telephone, high-speed Internet access, commercial telecommunications, advertising solutions and the Travel Channel); Manheim, Inc. (vehicle auctions, repair and certification services and web-based technology products); Cox Media (television stations, digital media, newspapers, advertising sales rep firms and majority-owned, publicly-traded Cox Radio, Inc.); and AutoTrader.com (online automotive classifieds and related publications). Cox Enterprises provides Cox Radio with management services, headquarters, studio and site towers. Cox Enterprises purchases from Cox Radio advertising. Defendant Cox Enterprises owns approximately 78.4% of the outstanding shares of Cox Radio’s common stock and 97.2% of the voting power of the common stock through its wholly owned subsidiary, Cox Media.

     28. At all relevant times, by virtue of its stock ownership, Cox Enterprises has exercised complete control over Cox Radio. A majority of Cox Radio directors are not independent, but are beholden to Cox Enterprises by virtue of their business and employment relationships.

     29. Defendant Cox Media, is a Delaware corporation and an indirect, wholly-owned subsidiary of Cox Enterprises.

CLASS ACTION ALLEGATIONS

     30. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Federal Rules of Civil Procedure, on behalf of all Class A common stockholders of the Company (except the defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the defendants) or their

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successors in interest, who are or will be threatened with injury arising from defendants’ actions as more fully described herein.

     31. This action is properly maintainable as a class action.

     32. The class is so numerous that joinder of all members is impracticable. As of March 17, 2009, the Company has 20,759,670 Class A Shares outstanding.

     33. There are questions of law and fact which are common to the class including, inter alia, the following: (a) whether defendants have breached their fiduciary and other common law duties owed them to plaintiff and the members of the class; (b) whether defendants are pursuing a scheme and course of business designed to eliminate the public shareholders of Cox Radio in violation of the federal securities laws and/or the laws of the State of Delaware in order to enrich Cox Enterprises at the expense and to the detriment of the plaintiff and the other public stockholders who are members of the class; (c) whether the proposed acquisition, hereinafter described, constitutes a breach of the duty of fair dealing with respect to the plaintiff and the other members of the class; and (d) whether the class is entitled to injunctive relief or damages as a result of defendants’ wrongful conduct.

     34. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the class and plaintiff has the same interests as the other members of the class. Plaintiff will fairly and adequately represent of the class.

     35. The prosecution of separate actions by individual members of the class would create the risk of inconsistent or varying adjudications with respect to individual members of the class which would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the class which would as a practical

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matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

     36. Defendants have acted in a manner which affects Plaintiff and all members of the class, thereby making injunctive relief and/or corresponding declaratory relief appropriate with respect to the class as a whole.

SUBSTANTIVE ALLEGATIONS

Background Facts

     37. As set forth above, Cox Enterprises is a privately-held corporation controlled by members of the Cox family and trusts that they control. Cox Enterprises prefers to operate its subsidiaries as private companies, and has previously sought to freeze out public shareholders of companies that it controls. One such company is Cox Communications, Inc. Prior to 2005, Cox Communications, like Cox Radio, was a publicly traded company, although it had originally been privately owned. In 2004, citing increasing competition and an uncertain future, Cox Enterprises determined to acquire, through a tender offer and follow-up merger, all of Cox Communication’s outstanding public shares that it did not own (the “Cox Communications Transaction”).

     38. One of the principal reasons for the Cox Communications Transaction identified by Cox Enterprises was that it would be relieved of many of the burdens and constraints imposed upon public companies. As it has done in this instance, in connection with the Cox Communications transaction, Cox Enterprises attempted to use its superior bargaining position in order to beat down the special committee formed to respond to Cox Enterprises’ offer. Thus, in connection with its offer, Cox Enterprises sought to justify its low offer by

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supplying the special committee with a set of forecasts that revised significantly downward projections that had previously been prepared by management. These downwardly “revised” projections formed the basis for negotiations between the parties.

     39. Unlike the Special Committee in this case, in connection with the Cox Communications transaction, the Cox Communications’ independent directors negotiated a higher price for that company’s shareholders, and the merger was completed in December 2004.

     40. The following year, having completed the acquisition of Cox Communications, Cox Enterprises examined the feasibility of acquiring Cox Radio in order to operate it as a private company like Cox Communications. Like Cox Communications, Cox Radio had originally been a wholly-owned subsidiary of Cox Enterprises, until shares were spun-off in 1996. In 2005, Cox Enterprises determined not to make an outright offer to acquire Cox Radio, calculating that it would cost too much to acquire all of Cox Radio’s stock. Nevertheless, Cox Enterprises did not abandon its goal of privatizing Cox Radio.

     41. Although it was unwilling to pay its own money to acquire Cox Radio shares, Cox Enterprises determined to further its goal of privatizing Cox Radio by using the Company’s own funds to purchase the outstanding public float. On August 24, 2005, Cox Enterprises caused Cox Radio to announce that its board of directors had authorized a repurchase program for the purchase of up to $100.0 million of Cox Radio’s Class A common stock. Although Cox Enterprises, as set forth in its Tender Offer Statement, had determined, prior to March 2009, that Cox Radio’s “stock price made the projected cost to acquire all or a significant block of shares unattractive,” it nevertheless utilized its control of Cox Radio to compel the Company to acquire the shares that Cox Enterprises was unwilling to acquire.

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At the very time that Cox Enterprises thought that significant purchases of Cox radio shares was “unattractive,” Defendant Neil was informing investors: “This share repurchase program provides us with . . . an attractive vehicle for enhancing shareholder value.”

     42. Over the next three years, Cox Enterprises utilized its control over Cox Radio to cause the Company to purchase more than half of the shares owned by public shareholders at prices that far exceed the Tender Offer price. During the first two years, ending on September 30, 2007, the Company purchased 8.1 million shares, for an aggregate purchase price of $113.2 million, or $13.97 per share.

     43. The following year, the Company’s rate of purchases accelerated 300%. Over the next one year period, ending on September 30, 2008, Cox Radio purchased 12.5 million shares for an aggregate purchase price of $143.3 million, at an average price of $11.46 per share.

     44. In the fourth quarter of 2008, the Company bought further shares, acquiring 776,157 shares for an aggregate purchase price of $4,919,224.08, or $6.38 per share. All told, as of December 31, 2008, Cox Radio had purchased 21.4 million shares under all authorized programs for an aggregate purchase price of approximately $261.4 million, at an average price of $12.22 per share. At that time, the Company retained $38.5 million authorized for further purchases of Cox Radio shares.

     45. These fourth quarter purchases were made notwithstanding the fact that the Company anticipated losses in that quarter and in the near future going forward. Despite such anticipated losses, Cox Radio publicly expressed a positive outlook on the Company’s long-term future. In a conference call in November 2008, Defendant Neil stated:

So, I can tell you that despite this recession and the difficult ad market that we’re in, we think our business is very optimistic with regard to advertisers. We believe that the value proposition of radio’s never been stronger, and given the investments that we continue to make in content in digital I think we’ll be in a much better position to drive the market share as the economy improves as it certainly will.

     46. Cox Radio continued its repurchases into 2009, acquiring an additional

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993,229 shares of common stock at prices ranging from $5.00 to $6.00, with full knowledge of Cox Radio’s fourth quarter results. According to the Tender Offer Statement, the repurchases ceased at some point after February 10, 2009, leaving approximately $33 million for additional repurchases. The purported catalyst for this was the Company’s receipt of its January operating numbers, which, according to Cox Enterprises, raised the possibility that Cox Radio might be in violation of its leverage ratio covenant with its lenders by year’s end. Having spent $265 million on stock repurchases, Cox Radio management belatedly determined that the Company should begin to conserve its cash to reduce its indebtedness. Notwithstanding the January results, management informed shareholders, in a fourth quarter conference call on March 4, 2009, that the Company’s leverage ratio, as defined in its credit agreement, was well below its leverage covenant, and that, in fact, the Company had “one of the healthiest balance sheets in the industry.”

     47. At that point, Cox Enterprises determined to effect the second step of its planned acquisition of all of Cox Radio. First, just as it had done with respect to Cox Communications, Cox Enterprises caused a set of “revised” projections to be prepared, purportedly showing a precipitous decline in Cox Radio’s long-term outlook, which it presented to the Cox Radio Board of Directors. Then it disclosed bad fourth quarter numbers, the effect of which was to drive the price of Cox Radio common stock down. Over the next month, Cox Enterprises waited, as the price of Cox common stock declined precipitously, bottoming out at $2.90 per share on March 11, 2009. That very day, according to the Tender Offer Statement, Cox Enterprises retained financial and legal advisors, and put into motion the Tender Offer.

The Tender Offer

     48. Just twelve days later, on March 23, 2009, Cox Enterprises, the Company’s majority stockholder, through its Cox Media unit, announced that it had commenced a cash Tender Offer for all of the outstanding publicly held

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minority interest in Cox Radio for $3.80 per share in cash, or a total payment of approximately $69.1 million, including fees and expenses. Cox Enterprises currently owns approximately a 78% equity interest in Cox Radio and has approximately a 97% voting interest. If upon expiration of the tender offer Cox Enterprises owns 90% of Cox Radio’s equity, the Company would become a wholly owned subsidiary of Cox Enterprises. Cox Enterprises stated that its sole interest is in acquiring the shares of Cox Radio held by the minority shareholders and it has no interest in a disposition of its controlling interest in Cox Radio.

     49. On the same day, Cox Radio issued a press release entitled “Cox Radio Comments on Cox Enterprises Tender Offer” wherein the Company stated, in relevant part:

ATLANTA, March 23, 2009 — Cox Radio, Inc. (NYSE: CXR) today confirmed that Cox Media Group, Inc., a wholly-owned subsidiary of Cox Enterprises, Inc., has commenced a cash tender offer for all of the outstanding shares of Cox Radio Class A common stock not owned by Cox Media Group for $3.80 per share.

We expect that our Board of Directors will appoint a special committee of independent directors to review and consider the tender offer and make a formal statement to Cox Radio shareholders within ten business days. Shareholders are advised to take no action at this time with respect to the tender offer pending the review of the tender offer by the special committee.

We expect that this process will have no impact on day-to-day operations. We do not intend to comment further at this time.

     50. According to the Tender Offer Statement issued by Cox Enterprises (Form SC TO-T) and filed with the SEC on March 23, 2009 (the “Tender Offer Statement”), the price of $3.80 per share represents premiums of approximately 15.2% over the closing price of Cox Radio’s Class A common stock on the New York Stock Exchange (the “NYSE”) on March 20, 2009 of $3.30 per share, and a 21.8% premium over the 10-day volume-weighted average closing price on the last trading day prior to the date Cox Enterprises announced its intention to make the Tender Offer. At the same time, it was more than a dollar less than the price the Company was paying for its shares the previous month.

     51. In their form 14D-9, Cox Radio and its directors purported to justify their

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acceptance of this unfairly low price by reference to the “current economic conditions” that were having “a significant adverse impact on the Company’s revenue, EBITDA, and operating cash flow.” Having previously informed investors of management’s belief that Cox Radio was in a strong position to weather the “recession and difficult market we are in,” Defendant Neil, together with the other directors, executed a complete about-face, informing investors of their “revised’ view that characterized the Company’s outlook as gloomy.

The Tender Offer Consideration is Grossly Inadequate

     52. Cox Enterprises’ Tender Offer is designed to capitalize on the recent drop in Cox Radio’s stock price by instituting the Proposed Transaction at a price that undervalues the Company and is fundamentally unfair to the public shareholders of Cox Radio common stock. The Proposed Transaction is patently opportunistic in that the Tender Offer was made at a time when the Company’s stock has reached an all time low.

     53. The recent historical averages for Cox Radio’s stock price show that consideration being offered by Cox Enterprise is grossly inadequate and that the intrinsic value of the Company’s stock is significantly greater than the $3.80 Tender Offer. Cox Radio’s five-year average stock price is $13.80 per share, the three-year average is $12.25 per share, the 52-week average is $8.73 per share, and the book value of the Company as of December 31, 2008 was $8.04 per share. Indeed, as recently as March 4, 2009, the closing price of Cox Radio’s Class A stock was $5.15 per share. Cox Radio shares have historically traded at higher trading price levels. The trading price of $2.90 reached on March 11, 2009 was the lowest price at which the Shares have ever traded since Radio’s initial public offering in 1996. From 1998 to September 2008, the Shares did not trade below $9.00 per share.

     54. Moreover, as evidenced by three Share Repurchase Programs of Class A common stock facilitated by Cox Radio through at least February 10, 2009, the Tender Offer price grossly undervalues the Company. As of December 31, 2008, the Company had repurchased a total of approximately 21.4 million shares under all of its repurchase programs for an

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aggregate purchase price of approximately $261.4 million, including commissions and fees, at an average price of $12.22 per share. Approximately $38.6 million remained authorized for additional repurchases as of December 31, 2008. As recently as last summer, the Company paid an average of $10.57 per share for its common stock — a premium of .178% above the current Tender Offer and as recently as the fourth quarter of 2008, the Company paid approximately $6.13 per share for its common stock—a premium of 61% above the current Tender Offer consideration, and purchased almost another million shares in 2009 at prices from $5.00 to over $6.00. Thus, the inadequate consideration offered in the Proposed Transaction is further underscored when viewed against the backdrop of the Company’s historical stock price and the values paid in Cox Radio’s stock repurchase plans.

     55. In commenting on the Tender Offer in a press release issued on March 23, 2009, defendant Hayes, President and CEO of Cox Enterprises, implicitly admitted that the very current market price of Cox Radio stock does not reflect the Company’s true value by proclaiming his confidence in the “longterm” value of Cox Radio:

...Given how these economic challenges are affecting the radio industry, we believe that private ownership offers advantages that will assist Cox Radio in attaining its business objectives and managing its capital structure. We have confidence in the long-term potential of Cox Radio and its management team. This transaction will allow us to further invest in a quality asset we know well and to best ensure Cox Radio maintains its best-in-class operations.

     56. The Tender Offer is scheduled to expire on April 17, 2009 and is conditional upon a majority of the minority shareholders (those who are not executive officers, directors, or affiliates of Cox Enterprises, Cox Media Group or Cox Radio) tendering their shares. If upon expiration of the Tender Offer, the shares owned by Cox Enterprises when combined with tendered shares are at least 90% of the outstanding Cox Radio shares, Cox Enterprises will implement a short-form merger at the same per share price paid in the Tender Offer, assuming the other conditions to the Tender Offer are met or waived. The Tender Offer is not conditioned upon any antitrust or other governmental

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approvals, consents, or clearances. There is no financing condition to the Tender Offer. Cox Enterprises intends to finance the $69 million Tender Offer with available cash and credit.

     57. On April 1, 2009, the Company announced that it had formed a special committee (the “Special Committee”) consisting of Juanita P. Baranco and Nick W. Evans, Jr. The Board 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 retained Gleacher Partners, LLC (“Gleacher”) as its financial advisor and DLA Piper, LLP (US) as its legal advisor. Cox Enterprises retained Citigroup Global Markets, Inc. as its financial advisor and Dow Lohnes, PLLC as their legal advisor.

     58. The Tender Offer Statement also describes the background of this hastily arranged deal. In the fall of 2008 through early 2009, Cox Enterprises sought to take advantage of the continuing weakness of the economy and reduction in advertising dollars in the industry by pursuing an advantageous deal to acquire Cox Radio.

     59. Additionally, the Tender Offer Statement further revealed that defendants Kennedy and Hayes, directors of Cox Radio, were materially involved in formulating the inadequate offer.

Following the meeting [on March 22, 2009], Kennedy, Hayes and Schwartz telephoned the Radio board members who are not executive officers or directors of Enterprises and advised them of the Offer. Enterprises then sent by e-mail a letter to the members of the Radio board of directors describing the Offer. Among other things, the letter stated Enterprises’ expectation that a special committee of independent directors of Radio would be formed to evaluate the Offer. The letter also stated that Enterprises is not interested in selling its Shares and will not consider any strategic transaction involving Radio other than the Offer.

On the morning of March 23, 2009, Enterprises announced the Offer with a press release, and Enterprises filed an amendment to its Schedule 13D. [Emphasis added]

     60. Joseph Bonner, an analyst with Argus Research Co. also commented on the Tender Offer:

They are buying for the long term, expecting that advertising will someday return.

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     61. Matt Reams, a portfolio manager at Buckhead Capital Management, LLC, stated that “the tender offer is unjustifiably too low” and “should be closer to where they’ve been buying back stock over the last three-and-a-half years.”

     62. On March 24, 2009, Gabelli & Company, Inc., in a research report prepared by analyst Barry Lucas stated that he assigns a value of $5.00 per share to Cox Radio. The Gabelli & Company report was based upon a conservative multiple of estimated 2009 results.

     63. Following the announcement, Cox Radio’s shares traded well above Cox Enterprise’s offer, reaching as high as $4.16 on March 24, 2009—a strong signal that the market values the Company higher than the tender offer. The Tender Offer fails to value adequately Cox Radio’s prospects, and represents nothing more than a keenly timed attempt to squeeze out the Company’s public shareholders. If the Tender Offer is consummated at a price which effectively offers Cox Radios’ shareholders no premium whatsoever, Cox Enterprises will be able to keep for itself future profits which rightfully belong to Cox Radio’s shareholders.

     64. Therefore, the consideration to be paid to the class members is unconscionable, unfair and grossly inadequate consideration because, among other things: (a) the intrinsic value of the stock of Cox Radio is materially in excess of $3.80 per share, giving due consideration to the possibilities of growth and profitability of Cox Radio in light of its business, earnings and earnings power, present and future; (b) the $3.80 per share price is inadequate and offers an inadequate premium to the public stockholders of Cox Radio, particularly in light of the prices paid by Cox radio in connection with its repurchase program; and (c) the $3.80 per share price is not the result of arm’s length negotiations but was fixed arbitrarily by Cox Enterprises to “cap” the market price of Cox Radio stock, as part of a plan for defendants to obtain complete ownership of Cox Radio assets and business at the lowest possible price.

     65. Furthermore, because Cox Enterprises has stated that it will not sell its majority

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ownership share to any company, and is only interested in acquiring the publicly held shares of Cox Radio not owned by Cox Enterprises, a potentially higher bid will not materialize since the success of any such bid would require the consent and cooperation of Cox Enterprises.

     66. Given Cox Enterprise’s stock ownership and control of the Company, it is able to dominate Cox Radio’s Board of Directors. Under the circumstances, none of the directors of Cox Radio can be expected to protect the interests of the Company’s public shareholders in a transaction which benefits Cox Enterprises at the expense of the shareholders.

The Tender Offer is Coercive And Fails To Disclose Material Facts

     67. As noted above, Cox Media owns more than 78% of the Company. As stated in the offering materials, in the event Cox Media fails to obtain at least 90% of the outstanding shares of Cox Radio following the consummation of the Offer (even after giving effect to the conversion of all of the shares of Cox Radio’s Class B common stock), “there can be no assurance if or when a merger will occur or the terms of a merger.” Accordingly, even assuming a majority of shareholders do tender, those shareholders who determine not to tender will be trapped in a illiquid stock with little or no value.

     68. In addition, the 14D-9 the Company issued fails to disclose material information to Cox Radio stockholders sufficient for them to determine whether to tender their shares or seek appraisal. Thus, the 14D-9 fails to disclose:

          a. how and why the Board allowed itself to be pressured by Cox Enterprise’s insistence that any price had to fall within a premium that Cox Enterprises set, which was entirely ruled by the volatile market;

          b. management projections through 2013 (if any), either in full or in summary form, that were relied upon by Gleacher in performing its financial analyses, and in particular, the Discounted Cash Flow Analysis, the most critical valuation for an established, revenue-generating company such as Cox Radio;

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          c. the valuation multiples actually applied by Gleacher in its Selected Public Company Analysis;

          d. the valuation multiples actually applied by Gleacher in its Minority Interest Premiums Paid Analysis;

          e. the multiples observed for each company in the Selected Companies Analysis and for each transaction in the Selected Transactions Analysis performed by Gleacher;

          f. the multiples observed for each transaction used in the Selected Precedent Transactions Analysis performed by Gleacher;

          g. the criteria utilized by Gleacher in selecting its discount rate range of 9% to 12% in the Discounted Cash Flow Analysis;

          h. the criteria utilized by Gleacher in selecting its terminal growth rate ranging from 1% to 3% to the Company’s unlevered free cash flow during the final year of the five-year period ending 2013;

          i.  any relationship Gleacher may have (or had) with any of the defendants other than its receipt of $1,250,000 payable upon filing of the Recommendation Statement;

          j.  any other parties that might be interested in a potential acquisition of Cox Radio;

          k. whether Gleacher has a financial interest in either Cox Radio or Cox Enterprises and/or their securities;

          l. the valuation of Cox Radio on a liquidation basis; and

          m. whether directors and senior officers of Cox Radio will be employed by Cox Enterprises once the Proposed Transaction is consummated.

     69. Therefore, the 14D-9 simply fails to supply shareholders with the information they need in order to make an educated decision on whether or not to tender their shares.

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Shareholders lack sufficient information to determine which of the Company’s conflicting outlooks is true: the one in which the Company is in a “strong position” to weather the current economic downturn and its balance sheet is one of the “healthiest” in the industry, or the revised one in which that very same downturn has placed the Company in dire straights and threatened it with violations of its loan covenants. Shareholders are entitled to all relevant information which would allow them to decide how much — if any — weight to place on Gleacher’s - and by extension the Special Committee’s — opinion when voting on whether or not to tender their shares. Both the underlying data relied upon and the key assumptions employed by Gleacher are essential to shareholder’s scrutiny of the adequacy of consideration, particularly since they are in direct conflict with assumptions and data that the Company previously employed a short time earlier. The withholding of such information renders the fairness opinion misleading, and the Recommendation Statement it is included in, false in violation of federal law and the fiduciary duties of the Cox Radio Board that commissioned the opinion.

The Defendants Have Breached Their Fiduciary Duties

     70. By the acts, transactions, and courses of conduct alleged herein, defendants, individually and as part of a common plan and scheme and/or aiding and abetting one another in total disregard of their fiduciary duties, are attempting to deprive Plaintiff and the Class of the true value of their investment in the Company.

     71. Defendants have wrongfully utilized their control of Cox Radio to facilitate the acquisition, by Cox Enterprises, of all of the common shares of Cox Radio owned by Plaintiff and the Class. The Share Repurchase Program was the necessary first step of a two-step, unitary process by which Cox Enterprises seeks to eliminate all public shareholders by means of a transaction that seeks to evade all procedural safeguards provided by Delaware law. Cox Enterprises seeks to complete a transaction, utilizing Company funds and the Company apparatus, which Cox Enterprises was either unable or unwilling to do with its own funds.

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Further, the immense disparity between the prices paid pursuant to the Share Repurchase Programs and the Tender Offer Price evidences the fact that either Cox Enterprises is currently underpaying for Company stock, that it previously overpaid for such stock, thus diluting shareholders and injuring them directly, or both. Irrespective of any obligations owed by Cox Enterprises in its capacity as an offeror, Cox Enterprises, together with the other defendants, breached its duties of good faith, loyalty, and fair dealing by its misuse of Company resources for its own benefit.

     72. The Tender Offer is wrongful, unfair, and harmful to Cox Radio’s public stockholders, the Class members, and represents an attempt by defendants to aggrandize the personal and financial positions and interests of board members at the expense of and to the detriment of the stockholders of the Company. The Tender Offer will deny Plaintiff and other Class members their rights to share appropriately in the true value of the Company’s assets and future growth in profits and earnings, while usurping the same for the benefit of Cox Enterprises at an unfair and inadequate price.

     73. The transaction proposed by Cox Enterprises, namely an all shares tender offer to be followed by a cash-out merger, constitutes a final-stage transaction for all shareholders. Consequently, in such situations, directors are obliged to make an informed and deliberate judgment, in good faith, about whether the transaction proposed by the majority shareholder will result in a maximization of value for the minority shareholders. At a minimum, directors have the duty to act on an informed basis to independently ascertain how the merger consideration being offered compares to the Company’s value as a going concern.

     74. In light of the foregoing, the Director Defendants have breached their

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fiduciary duties and have not fully informed themselves about whether greater value can be achieved.

     75. The Director Defendants’ fiduciary obligations under these circumstances require them to:

a.	undertake an appropriate evaluation of Cox Radio’s worth as a merger candidate or in liquidation;
b.	act independently so that the interests of Cox Radio’s public shareholders will be protected and enhanced;
c.	undertake a valuation of the liquid value of Cox Radio’s assets, were they to be disposed of piecemeal in a liquidation auction; and
d.	disclose fully and completely all material information during consideration of the Tender Offer.

     76. The terms of the Tender Offer as now proposed are unfair to the Class, and the unfairness is compounded by the disparity between the knowledge and information possessed by the Director Defendants by virtue of their positions of control of Cox Radio and that possessed by Cox Radio’s public shareholders.

     77. The Director Defendants’ failure to reject immediately the facially inadequate Tender Offer evinces their disregard for ensuring that shareholders receive adequate value for their stock. By failing to reject the Tender Offer outright defendants are artificially depressing the value of Cox Radio stock, thereby depriving Plaintiff and the Class of the right to receive the maximum value for their shares.

     78. The Director Defendants owe fundamental fiduciary obligations to Cox Radio’s stockholders to take all necessary and appropriate steps to achieve the best value under the circumstances for their shares. The Director Defendants have the responsibility to act independently so that the interests of the Company’s public stockholders will be protected and to consider properly all bona fide offers for the Company and to immediately reject offers that are clearly not in the interest of shareholders, but instead, have been designed to benefit

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the Company’s majority shareholder. Further, the directors of Cox Radio must adequately ensure that no conflict of interest exists between the Director Defendants’ own interests and their fiduciary obligations to maximize stockholder value or, if such conflicts exist, to ensure that all such conflicts will be resolved in the best interests of the Company’s stockholders.

     79. Because the Director Defendants dominate and control the business and corporate affairs of Cox Radio and because they are in possession of private corporate information concerning Cox Radio’s assets, businesses and future prospects, there exists an imbalance and disparity of knowledge of economic power between defendants and the public stockholders of Cox Radio. This discrepancy makes it grossly and inherently unfair for the special committee to continue to consider the Tender Offer.

     80. By virtue of their position as controlling shareholders and their conduct herein, Defendants owe the duty of entire fairness to Cox Radio’s public shareholders in conjunction with transactions at issue in this case.

     81. The belatedly formed Special Committee of two individuals is a sham and simply is incapable of protecting the Company’s public shareholders. For example, defendant Baranco is conflicted by virtue of her co-ownership and employment as an executive officer of an advertiser that purchases media advertising from Cox Radio, Cox Enterprises and affiliates of Cox Enterprises.

     82. The Board of Cox Radio is so conflicted and beholden to Cox Enterprises and thus Cox Media that no combination of the Director Defendants can be considered “independent.” It was a foregone conclusion that the Board of Cox, or any committee thereof, would determine the consideration being offered in the Tender Offer was fair to the Company’s public shareholders. Indeed, defendant Kennedy effectively controls the Board, a majority of which is comprised of inside directors and the remainder of which have business or social ties to Kennedy. Moreover, members of the Board were and are elected by a majority vote of both Class A and Class B voting together. According to the Company’s

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public filings, Cox Enterprises has sufficient voting power to elect all of the members of the Company’s board of directors and effect transactions without the approval of the Company’s stockholders. Accordingly each Director Defendant was elected by Cox Enterprises and Kennedy. In addition, Cox Radio has many entangling relationships with Cox Enterprises, including the receipt of certain management services Cox Enterprises and the obligation to reimburse Cox Enterprises for payments made to third-party vendors for certain goods and services provided to Cox Radio under arrangements made by Cox Enterprises.

     83. The Director Defendants have breached their fiduciary and other common law duties owed to Plaintiff and other members of the Class in that they have not and are not exercising independent business judgment and have acted and are acting to the detriment of the Class.

     84. Plaintiff seeks preliminary and permanent injunctive relief and declaratory relief preventing Defendants from inequitably and unlawfully depriving Plaintiff and the Class of their rights to realize a full and fair value for their stock at a premium over-the-market price and to compel defendants to carry out their fiduciary duties to maximize shareholder value.

     85. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the immediate and irreparable injury which Defendants’ actions threaten to inflict.

     86. Unless enjoined by the Court, defendants will continue to breach their fiduciary duties owed to Plaintiff and the members of the Class and will not only prevent the sale of Cox Radio at a substantial premium, but will facilitate the sale at an unfair price to a pre-ordained buyer, all to the irreparable harm of Plaintiff and other members of the Class.

     87. Plaintiff and the Class have no adequate remedy at law.

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COUNT I

Class Claim Against Cox Radio and
The Director Defendants for Violation of §14(e)
of the Securities Exchange Act of 1934

     88. Plaintiff incorporates by reference and realleges each and every allegation set forth above, as though fully set forth herein.

     89. This claim is brought by Plaintiff against Defendants for violations of §14(e) of the Securities Exchange Act of 1934, 15 U.S.C. § 7n(e), and SEC rules promulgated thereunder.

     90. The Defendants named in this claim disseminated the false and misleading 14D-9 which they knew or should have known was misleading in that it contained misrepresentations and failed to disclose material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

     91. The 14D-9 was prepared and disseminated by Defendants named in this claim. It misrepresented and/or concealed certain material information concerning the nature of the process involved in the Tender Offer and the true value of the Company. In so doing, they made untrue statements of material facts and omitted to state material facts necessary to make the statements that were made not misleading in violation of §14(e) of the 1934 Act and SEC Rule 14a-9 promulgated thereunder.

     92. The Defendants named in this claim issued the 14D-9, which was materially false and misleading. The Defendants were aware of and/or had access to the true facts concerning the process involved in selling the Company and the true value of the Company. However, notwithstanding this knowledge, each of the Defendants purported to and/or approved the dissemination of the false 14D-9.

     93. Defendants permitted the Tender Offer in an effort to aggrandize their own financial position and interests at the expense of and to the detriment of Cox Radio’s minority shareholders. By relying on the false and misleading statements in the Recommendation Statement, the majority of the shareholders who are unaware of untruths, and relied thereon, were directly and proximately harmed by the Defendants’ wrongful conduct. By reason of such misconduct, the Defendants are liable pursuant to §14(e) of the 1934 Act and SEC rules promulgated thereunder.

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COUNT II

Class Claim Against all Defendants for Violation of §14(d)
of the Securities Exchange Act of 1934

     94. Plaintiff incorporates by reference and realleges each and every allegation set forth above, as though fully set forth herein.

     95. This claim is brought by Plaintiff against Defendants for violations of §14(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(d), and SEC rules promulgated thereunder.

     96. The shares purchased by Cox Enterprises’ controlled affiliate, Cox Radio, pursuant to its Share Repurchase Plans, were part of a unitary course of conduct, namely a creeping tender offer, the purpose and effect of which, was to eliminate the public shareholders of Cox Radio for the benefit of Cox Enterprises.

     97. There was (1) an active and widespread solicitation of public shareholders for the shares of Cox radio; (2) the solicitation was made for a substantial percentage of Cox Radio’s stock, namely 55% of the public shares outstanding, and 75% of the shares necessary to complete the short form merger; (3) the offers to purchase were made at the high end of prevailing market prices, and at prices necessarily affected by the sheer volume of repurchases, thus diluting shareholders and injuring them directly; and (4) there were public announcements of purchasing programs concerning Cox Radio stock that preceded or accompanied the rapid accumulation of large amounts of the target company’s securities. These purchases facilitated the tender Offer which immediately followed.

     98. Cox Enterprises’ creeping tender offer, effected without a tender offer statement and at prices in excess of the Tender Offer price, violated Section 14(d) and Rule 14d-10.

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COUNT III

Class Claim Against Cox Enterprises and Cox Radio for
Violation of 13(e) of the Securities Exchange Act of 1934

     99. Plaintiff repeats and realleges all previous allegations as if set forth in full herein.

     100. By reason of the foregoing, Cox Enterprises and Cox Radio are engaged in a “going private transaction.”

     101. Cox Enterprises and Cox Radio have engaged in fraudulent, deceptive and manipulative acts in connection with the “going private transaction,” and have failed to file a Schedule 13E-3 with the SEC in accordance with the SEC’s rules.

     102. Cox Enterprises and Cox Radio are obligated to file a complete and accurate Schedule 13E-3 with the SEC so that Cox Radio shareholders have a full and accurate understanding of Cox Enterprises and Cox Radio’s actions and intentions as soon as possible. In the absence of full disclosure regarding that transaction, Cox Radio’s other shareholders will be irreparably harmed. Cox Radio’s other shareholders have no adequate remedy at law.

COUNT IV

Breach of Fiduciary Duty Against All Defendants

     103. Plaintiff repeats and realleges all previous allegations as if set forth in full herein.

     104. By reason of the foregoing, the defendants have breached their fiduciary duties to Plaintiff and the Class under Delaware law or aided and abetted in the breach of those fiduciary duties. Specifically, defendants have breached their duty of care by failing to consider any alternative whatsoever for Cox Radio other than the sale to the Company’s largest shareholder, Cox Enterprises, and have failed to consider selling Cox Radio to another

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buyer or having it remain independent.

COUNT V

Claim for Aiding and Abetting Breaches of
Fiduciary Duty Against Defendant Cox Enterprises

     105. Plaintiff incorporates by reference and realleges each and every allegation contained above, as though fully set forth herein.

     106. Defendant Cox Enterprises aided and abetted the Director Defendants in breaching their fiduciary duties owed to the public shareholders of Cox Radio, including Plaintiff and the members of the Class.

     107. The Director Defendants owed to Plaintiff and the members of the Class certain fiduciary duties as fully set out herein.

     108. By committing the acts alleged herein, the Director Defendants breached their fiduciary duties owed to Plaintiff and the members of the Class.

     109. Cox Enterprises colluded in or aided and abetted the Director Defendants’ breaches of fiduciary duties, and was an active and knowing participant in the Director Defendants’ breaches of fiduciary duties owed to Plaintiff and the members of the Class.

     110. Plaintiff and the members of the Class shall be irreparably injured as a direct and proximate result of the aforementioned acts.

PRAYER FOR RELIEF

     WHEREFORE, plaintiff demands judgment against the defendants jointly and severally, as follows:

     A. declaring this action to be a class action and certifying plaintiff as a class representative;

     B. enjoining, preliminarily and permanently, Cox Enterprise’s proposal for acquisition of the Cox Radio stock owned by plaintiff and the other members of the class under the terms presently proposed;

     C. to the extent, if any, that the transaction or transactions

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complained of are consummated prior to the entry of this Court’s final judgment, rescinding such transaction or transactions, and granting, inter alia, rescissory damages;

     D. directing that defendants pay to plaintiff and the other members of the class all damages caused to them and account for all profits and any special benefits obtained as a result of their unlawful conduct;

     E. awarding the plaintiffs the costs and disbursements of this action, including a reasonable allowance for the fees and expenses of plaintiff’s attorneys and experts; and

     F. granting plaintiff and the other members of the class such other and further relief as may be just and proper.

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JURY TRIAL DEMANDED

     Plaintiffs hereby demand a trial by jury.

Dated: April 15, 2009	Respectfully submitted,
	CHITWOOD HARLEY HARNES LLP
OF COUNSEL:   BULL & LIFSHITZ, LLP Joshua M. Lifshitz Peter D. Bull 18 East 41st Street New York, New York 10017 (212) 213-6222	By: /s/ Martin D. Chitwood   Martin D. Chitwood, Ga. Bar No. 124950   James M. Wilson, Jr., Ga. Bar No. 768445   1230 Peachtree Street, NE   2300 Promenade II   Atlanta, Georgia 30309   Tel: (404) 873-3900   Fax: (404) 876-4476   MChitwood@chitwoodlaw.com   JWilson@chitwoodlaw.com        Attorneys for Plaintiff

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CERTIFICATE OF DONALD DIXON

I, Doanld Dixon, certify that:

     1. I have reviewed the complaint and authorize the filing of the Complaint on my behalf by Bull & Lifshitz, LLP.

     2. I did not purchase the security that is the subject of this action at the direction of plaintiffs counsel or in order to participate in any private action arising under this title.

     3. I am willing to serve as a representative party on behalf of a class and will testify at deposition and trial, if necessary.

     4. I have and continue to own 1,000 shares of Cox Radio since as early as 2006.

     5. I have not served as or sought to serve as a representative party on behalf of a Class under this title during the last three years.

     6. I will not accept any payment for serving as a representative party, except to receive my pro rata share of any recovery or as ordered or approved by the court including the award to a representative of reasonable costs and expenses (including lost wages) directly relating to the representation of the class.

     The foregoing are, to the best of my knowledge and belief, true and correct statements.

/s/ Donald Dixon  

DONALD DIXON 

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EX-99.(A)(5)(J)

Exhibit (a)(5)(J)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE COX RADIO, INC.	) CONSOLIDATED
SHAREHOLDERS LITIGATION	) C.A. No. 4461-VCP

VERIFIED CONSOLIDATED CLASS ACTION COMPLAINT

     Plaintiffs George Leon, as trustee of the George Leon Family Trust (“Leon”), and Coral Springs Police Pension Fund (“Coral Springs”) (collectively, “Plaintiffs”), individually and on behalf of all others similarly situated, by their attorneys, allege the following upon information and belief, except as to those allegations pertaining to Plaintiffs which are alleged upon personal knowledge.

NATURE OF THE ACTION

     1.   This is a shareholder class action complaint on behalf of the holders of the common stock of Cox Radio, Inc. (“Cox Radio” or the “Company”) against the Company, certain officers and/or directors of Cox Radio, and other persons and entities (collectively, the “Defendants”) involved in a proposed transaction to cash out the Company’s minority shareholders in a merger for inadequate consideration (the “Proposed Transaction” or “Tender Offer”).

     2.   This action seeks equitable relief relating to the Proposed Transaction, which is the proposed acquisition of the outstanding common stock of the Company by Cox Media Group, Inc. (“Media”), a wholly-owned subsidiary of Cox Enterprises, Inc. (“CEI”).

     3.   On March 23, 2009, Media announced that it would commence a tender offer for the acquisition of Cox Radio by filing a tender offer statement with the Securities and Exchange Commission (“SEC”) on form SC-TO-T, which was later amended on April 1 and 3, 2009 on form SC-TO-T/A (collectively, the “Tender Offer Statement”). Under the terms of the Proposed

Transaction, Media will acquire all of the outstanding publicly-held minority shares of Cox Radio common stock not currently held by Media for $3.80 per share. According to the Tender Offer Statement, the Tender Offer will expire on April 17, 2009.

     4.   Media currently owns an approximate 78% equity interest in Cox Radio and has approximately a 97% voting interest. If, upon expiration of the Tender Offer, Media owns 90% of Cox Radio’s equity, Media will effect a short-form merger making the Company a wholly-owned subsidiary of Media. Media seeks to acquire Cox Radio’s publicly held shares on unfair terms and without regard to the best interests of the Company’s public shareholders or the intrinsic value of Cox Radio’s stock.

     5.   The consideration offered in the Proposed Transaction was immediately criticized by analysts and investors alike. For example, Buckhead Capital Management LLC stated that “the tender offer is unjustifiably too low,” and that the offer “should be closer to where [Cox Radio has] been buying back stock over the last three-and-a-half years.” In addition, several analysts—including, among others, JP Morgan, Wachovia Capital Markets, LLC, and Barrington Research Associates—had issued price targets and earnings estimates for the Company that were considerably in excess of the consideration offered in the Proposed Transaction and the estimates which Defendants cited to as justification for this consideration.

     6.   Moreover, the Tender Offer comes at a time when the Company’s stock price is undervalued but its prospects for growth and increased revenue are substantially improved. Indeed, Media strategically timed the Proposed Transaction during a period of significant economic turmoil in which the terms of the Tender Offer would be superficially viewed in a positive light.

     7.   Notably, on. March 4, 2008—less than three weeks before the announcement of the Proposed Transaction—Cox Radio’s President and Chief Executive Officer, on Cox Radio’s Fourth Quarter 2008 Earnings Call, assured investors that the Company’s “station brands remain strong” and that Cox Radio is “taking the necessary steps to ensure [the Company’s] business is running as efficiently as possible and is well-positioned to weather this economic storm and emerge from it stronger and better able to serve [its] audiences.”

     8.   In response to the announcement of the Tender Offer, Cox Radio announced on April 1, 2009 that the Company had formally formed a special committee of purportedly independent directors (the “Special Committee”) to consider the Proposed Transaction and provide a recommendation to the Company’s shareholders regarding whether or not to tender their shares in the Tender Offer.

     9.   Two days later, on April 3, 2009, Cox Radio filed with the SEC the Special Committee’s Recommendation Statement on Schedule 14D9 (the “14D9”). In the 14D9, the Special Committee announced its belief that the price being offered in the Proposed Transaction was fair, from a financial point of view, to Cox Radio’s minority shareholders and that it recommends, on behalf of the Company, that Cox Radio’s shareholders accept the Tender Offer and tender their shares of the Company’s common stock pursuant to the Proposed Transaction.

     10.   As described below, both the price contemplated in the Proposed Transaction and the process by which Media proposes to consummate the Proposed Transaction arc fundamentally unfair to Plaintiffs and the other public shareholders of the Company.

     11.   If the Tender Offer is consummated, Media and Company insiders would enrich themselves by acquiring the public shareholders’ interest in the Company without paying a fair and adequate price, thereby irreparably harming Plaintiffs and the other Cox Radio shareholders

not affiliated with Media. In addition, Defendants have issued materially misleading statements in connection with the Proposed Transaction and have omitted material information necessary for Cox Radio shareholders to make an informed decision concerning the Tender Offer.

     12.   The Proposed Transaction and Defendants’ acts constitute a breach of Defendants’ fiduciary duties owed to Cox Radio’s public shareholders, and a violation of applicable legal standards governing Defendants’ conduct.

     13.   For these reasons and as set forth in detail herein, Plaintiffs seek to enjoin Defendants from approving the Proposed Transaction or, in the event the Proposed Transaction is consummated, recover damages resulting from Defendants’ violations of their fiduciary duties.

THE PARTIES

     14.   Plaintiffs Leon and Coral Springs are, and have been at all relevant times, the owners of shares of Cox Radio common stock and have held such shares since prior to the wrongs complained of herein.

     15.   Cox Radio, a Delaware corporation with its principal place of business at 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328, is a radio broadcasting company that engages in the acquisition, development, and operation of radio stations in the United States. Cox Radio’s common stock is traded on the New York Stock Exchange under the symbol “CXR.” According to the Tender Offer Statement, Cox Radio has two classes of common stock, Class A and Class B, and no other outstanding voting securities. Except with respect to voting, transfer and convertibility, shares of Class A common stock and Class B common stock are identical. Class A stockholders are entitled to one vote per share, while Class B stockholders are entitled to 10 votes per share. Each share of Class B common stock is convertible into one share of Class A common stock. As of January 31, 2009, Cox Radio had over 80 million shares of

common stock outstanding, consisting of over 21.4 million shares of Class A Common Stock and over 58.7 million shares of Class B Common Stock. The Company is a subsidiary of Media.

     16.   Defendant Media is a Delaware corporation and a wholly-owned subsidiary of Defendant CEI. As of March 23, 2009, Media owns 3,591,954 shares, or 17.3%, of Cox Radio’s outstanding Class A common stock and all 58,733,016 shares of the Company’s outstanding Class B common stock, which together represent approximately 78.4% of the outstanding shares of Cox Radio’s common stock and 97.2% of the voting power of the common stock. As such, Media is the Company’s majority, controlling stockholder.

     17.   Defendant CEI is a leading communications, media and automotive services company and the parent company of Defendant Media. Several of Cox Radio’s directors are either directors or executives of CEI, as detailed below.

     18.   Defendant James C. Kennedy (“Kennedy”) Kennedy has served as a director of Cox Radio since July 1996, and became Chairman of the Board of Directors in January 2002. Kennedy has served as Chairman of the Board of Directors and Chief Executive Officer of CEI since January 1988 and prior to that time was CEI’s President and Chief Operating Officer.

     19.   Defendant Juanita P. Baranco (“Baranco”) has served as a director of Cox Radio since December 2003. Baranco is also Executive Vice President and Chief Operating Officer of The Baranco Automotive Group, where she has been a principal for more than twenty years. Baranco is a member of the Special Committee which found that the Proposed Transaction is fair from a financial point of view and recommended that Cox Radio shareholders tender their shares in the Tender Offer. According to the 14D9, as compensation for services rendered in connection with serving on the Special Committee, Baranco will receive a one-time fee of

$35,000 and a fee of $1,000 for each telephonic and in-person meeting of the Special Committee attended by Baranco.

     20.   Defendant G. Dennis Berry (“Berry”) has served as a director of Cox Radio since January 2002 and has served as Vice Chairman of CEI since December 2005. Previously, he served as President and Chief Operating Officer of CEI beginning in October 2000, and was President and Chief Executive Officer of Manheim Auctions, Inc., a subsidiary of CEI, from 1995 through October 2000.

     21.   Defendant Nick W. Evans, Jr. (“Evans”) has served as a director of Cox Radio since May 2007. Evans is a member of the Special Committee which found that the Proposed Transaction is fair from a financial point of view and recommended that Cox Radio shareholders tender their shares in the Tender Offer. According to the 14D9, as compensation for services rendered in connection with serving on the Special Committee, Evans will receive a one-time fee of $35,000 and a fee of $1,000 for each telephonic and in-person meeting of the Special Committee attended by Evans.

     22.   Defendant Jimmy W. Hayes (“Hayes”) has served as a director of Cox Radio since December 2005. Hayes has served as President and Chief Operating Officer of CEI since January 2006, and served as Executive Vice President of CEI from July 2005 through December 2005. Previously, Hayes was Executive Vice President, Finance and Chief Financial Officer of Cox Communications, Inc. from July 1999 through July 2005. Prior to that, he served in several executive and financial management positions with CEI and Cox Communications beginning in 1980. Defendant Hayes also serves as a director of CEI.

     23. Defendant Paul M. Hughes (“Hughes”) has served as a director of Cox Radio since December 1996.

     24. Defendant Marc. W. Morgan (“Morgan”) has served as a director of Cox Radio since August 1999 and as Executive Vice President and Chief Operating Officer since February 2003. Prior to that, Defendant Morgan served as Vice President and Co-Chief Operating Officer since July 1999, and as Senior Group Vice President of Cox Radio from May 1997 to June 1999. Previously, Morgan was Senior Vice President of Cox Radio from July 1996 to May 1997.

     25. Defendant Robert F. Neil (“Neil”) has served as a director and as President and Chief Executive Officer of Cox Radio since July 1996, and was Executive Vice President — Radio of Cox Broadcasting from June 1992 to 1996. Neil joined Cox Broadcasting in November 1986.

     26. Defendant Nicholas D. Trigony (“Trigony”) has served as a director of Cox Radio since July 1996, and was Chairman of the Board of Directors from December 1996 through December 2000. Defendant Trigony served as President of Cox Broadcasting from March 1990 until his retirement in December 2000. Trigony joined Cox Broadcasting in September 1986 as Executive Vice President - Radio and was Executive Vice President — Broadcast from April 1989 to March 1990.

     27. Defendants Kennedy, Baranco, Berry, Evans, Hayes, Hughes, Morgan, Neil, and Trigony are sometimes referred to herein as the “Individual Defendants.”

THE FIDUCIARY DUTIES OF THE DEFENDANTS

     28. By virtue of their positions as directors and/or officers of the Company, and/or as the Company’s majority stockholder, the Individual Defendants, CEI and Media owed and owe Plaintiffs and the Company’s other public shareholders fiduciary obligations of due care and loyalty and were and are required to, inter alia, (a) act in furtherance of the best interests of Plaintiffs and the Class as shareholders of Cox Radio; (b) assure that the Company’s public

shareholders receive fair value for their shares in any proposed transaction with Media and CEI; and (c) refrain from abusing their positions of control.

     29. The Individual Defendants, separately and together, have breached and will continue to breach the fiduciary duties they owe to Plaintiffs and the other public shareholders of Cox Radio, as more particularly set forth below.

CLASS ACTION ALLEGATIONS

     30. Plaintiffs bring this action pursuant to Court of Chancery Rule 23, individually and on behalf of the public shareholders of Cox Radio common stock (the “Class”). The Class specifically excludes Defendants herein, and any person, firm, trust, corporation or other entity related to, or affiliated with, any of the Defendants.

     31. This action is properly maintainable as a class action.

     32. The Class is so numerous that joinder of all members is impracticable. As of January 31, 2009, Cox Radio had over 80 million shares of common stock outstanding. Members of the Class are scattered throughout the United States and are so numerous that it is impracticable to bring them all before this Court.

     33. Questions of law and fact exist that are common to the Class, including, among others:

a.	whether the Individual Defendants have fulfilled and are capable of fulfilling their fiduciary duties owed to Plaintiffs and the Class;
b.	whether the Individual Defendants have unfairly favored the interests of Media and CEI at the expense of Cox Radio’s public shareholders in violation of their fiduciary duties;

c.	whether the Individual Defendants are acting in furtherance of their own interests and the interest of Media and CEI to the detriment of the Class;
d.	whether Defendants have disclosed and will disclose all material facts in connection with the Proposed Transaction; and
e.	whether Plaintiffs and the other members of the Class will be irreparably damaged if Defendants are not enjoined from continuing the conduct described herein.

     34.   Plaintiffs are committed to prosecuting this action and have retained competent counsel experienced in litigation of this nature. Plaintiffs’ claims are typical of the claims of the other members of the Class and Plaintiffs have the same interests as the other members of the Class. Accordingly, Plaintiffs are adequate representatives of the Class and will fairly and adequately protect the interests of the Class.

     35.   The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for Defendants, or adjudications with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

     36.   Preliminary and final injunctive relief on behalf of the Class as a whole is entirely appropriate because Defendants have acted, or refused to act, on grounds generally applicable and causing injury to the Class.

SUBSTANTIVE ALLEGATIONS

Background

     37.   Cox Radio, a radio broadcasting company, engages in the acquisition, development, and operation of radio stations in the United States. As of December 31, 2008, the Company owned, operated, and provided sales and other services to 86 radio stations, including 71 FM and 15 AM stations. Cox Radio was founded in 1934 and is based in Atlanta, Georgia. The Company is a subsidiary of Media.

     38.   CEI is a leading communications, media and automotive services company. With revenues exceeding $15 billion and more than 77,000 employees, CEI’s major operating subsidiaries include Cox Communications, Inc. (cable television distribution, telephone, high-speed Internet access, commercial telecommunications, advertising solutions and the Travel Channel); Manheim, inc. (vehicle auctions, repair and certification services and web-based technology products); Media (television stations, digital media, newspapers, advertising sales rep firms and majority-owned, publicly-traded Cox Radio); and AutoTrader.com (online automotive classifieds and related publications). Additionally, CEI’s Internet operations include Kudzu.com and Adify Corporation.

     39.   Media is a wholly-owned subsidiary of CEI and the majority, controlling shareholder of Cox Radio.

The Proposed Transaction

     40.   On March 23, 2009, Media filed the Tender Offer Statement announcing that it had commenced a tender offer for a transaction that would result in the privatization of Cox Radio. Pursuant to the terms of the Proposed Transaction, Media proposes to acquire all of the outstanding shares of Cox Radio’s common stock that are not currently owned by Media at a

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price of $3.80 per share, which represents a 15% premium over the $3.30 per share closing price of the Company’s stock on March 20, 2009, and a 21.8% premium over the ten-day volume weighted average closing price.

     41.   Media currently owns approximately a 78% equity interest in Cox Radio and has approximately a 97% voting interest. CEI, through Media, is solely interested in acquiring the shares of Cox Radio held by the minority shareholders and has no interest in a disposition of its controlling interest in Cox Radio. Media has retained the services of Citigroup to serve as its financial advisor and dealer manager for the Proposed Transaction.

     42.   The Tender Offer is scheduled to expire on April 17, 2009 and is conditional upon a majority of the minority shareholders (those who are not executive officers, directors or affiliates of Media, Cox Radio or Cox Media) tendering their shares. If upon expiration of the Proposed Transaction, the shares owned by Media when combined with tendered shares are at least 90% of the outstanding Cox Radio shares, Media will implement a short-form merger at the same per share price paid in the Proposed Transaction, assuming the other conditions to the tender offer are met or waived.

     43.   In connection with the announcement of the Proposed Transaction, Defendant Hayes stated the following:

[Media] is committed to operating media businesses, and as a private company can take a long-term perspective, which is especially valuable in the current economic environment. Given how these economic challenges are affecting the radio industry, we believe that private ownership offers advantages that will assist Cox Radio in attaining its business objectives and managing its capital structure. We have confidence in the long-term potential of Cox Radio and its management team. This transaction will allow us to further invest in a quality asset we know well and to best ensure Cox Radio maintains its best-in-class operations.

[Media’s] tender offer provides Cox Radio’s shareholders with an excellent opportunity to obtain liquidity at a premium to the current share price. In addition, because we are fully financing the transaction and structuring it as a

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tender offer, we anticipate that shareholders will benefit from an expeditious process and quick receipt of payment.

     44.   Also on March 23, 2009, Cox Radio announced that it expected that the Company’s Board of Directors would appoint a Special Committee of independent directors to review and consider the Proposed Transaction and make a formal statement to Cox Radio shareholders within ten business days.

     45.   On April 1, 2009, Cox Radio issued a press release formally announcing that the Company’s Board had formed the Special Committee, consisting of Defendants Baranco and Evans, to consider the Proposed Transaction and recommend to the Company’s shareholders whether or not to tender their shares in the Tender Offer.

     46.   Two days later, on April 3, 2009, Cox Radio filed the 14D9 in which the Special Committee stated that it believes the Tender Offer is fair, from a financial point of view, to the Company’s minority shareholders. In addition, the Special Committee recommended, on behalf of the Company, that Cox Radio’s shareholders accept the Tender Offer and tender their shares pursuant to the Proposed Transaction.

     47.   By virtue of its majority ownership of Cox Radio, as well as the fact that several of Cox Radio’s directors are also directors and/or executives of CEI, Media effectively controls Cox Radio, and, under the circumstances, neither the Cox Radio Board nor the Special Committee can be expected to effectively and adequately protect the interests of the public shareholders of Cox Radio.

The Inadequate Premium Offered in the Proposed Transaction

     48.   Media implied in its press release announcing the Proposed Transaction that the $3.80 price per share tender offer represented a generous premium for Cox Radio’s outstanding shares.

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     49.   However, the recent historical averages for Cox Radio’s stock price show that Media’s offer is far from an adequate premium for the Company’s outstanding common shares, and that the intrinsic value of the Company’s stock is significantly greater than Media’s $3.80 tender offer. Cox Radio’s five-year average stock price is $13.80 per share, the three-year average is $12.25 per share, the 52-week average is $8.73 per share, and the book value of the Company as of December 31, 2008 was $8.04 per share, as demonstrated in the following stock price charts:

Cox Radio Five-Year Stock Price Chart: Average Price of $13.80 Per Share

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Cox Radio 52-Week Stock Price Chart: Average Price of $8.73 Per Share

     50.   As the charts above demonstrate, Media’s Tender Offer is designed to capitalize on the recent drop in Cox Radio’s stock price by instituting the Proposed Transaction at a price that undervalues the Company and is fundamentally unfair to the public shareholders of Cox Radio common stock. The Proposed Transaction is patently opportunistic in that Media and CEI are pursuing the Tender Offer at a time when recent market weakness and global economic turmoil create a small window for Media’s paltry offer to be perceived as desirable.

     51.   Indeed, Cox Radio has recently repurchased its own shares at levels dramatically higher than the consideration offered in the Proposed Transaction. Specifically, Cox Radio facilitated three share repurchase programs as of September 30, 2008 through which the Company repurchased shares of its Class A common stock in the open market or through privately negotiated transactions.

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     52.   In a press release dated November 5, 2008, Cox Radio announced the following:

During the third quarter of 2008, we repurchased 4.4 million shares of Class A common stock for an aggregate purchase price of approximately $46.5 million, including commissions and fees. As of September 30, 2008, we had purchased a total of approximately 20.6 million shares under all of our repurchase programs for an aggregate purchase price of approximately $256.5 million, including commissions and fees, at an average price of $12.44 per share. Approximately $43.5 million remained authorized for additional repurchases as of September 30, 2008.

     53.   In a press release dated March 4, 2009, Cox Radio again commented on the specifics of its stock repurchase program:

During the fourth quarter of 2008, we repurchased 0.8 million shares of Class A common stock for an aggregate purchase price of approximately $4.9 million, including commissions and fees. As of December 31, 2008, we had purchased a total of approximately 21.4 million shares under all of our repurchase programs for an aggregate purchase price of approximately $261.4 million, including commissions and fees, at an average price of $12.22 per share. Approximately $38.6 million remained authorized for additional repurchases as of December 31, 2008.

     54.   Thus, as recently as last summer, the Company paid an average of $10.57 per share for its common stock—a premium of 178% above the current Tender Offer. At the end of 2008, the Company paid approximately $6.12 per share for its common stock—a premium of 61% above the current Tender Offer consideration. Thus, the inadequacy of the consideration offered in the Proposed Transaction is further underscored when viewed against the backdrop of the Company’s historical stock price and the values paid in Cox Radio’s stock repurchase plans, as demonstrated in the following stock price chart and timeline:

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Cox Radio Stock Chart

     55.   Presumably, Cox Radio acquired these shares and increased its investment because, like most investors, it believed that it was acquiring these shares at prices below the true value of the Company.

Analyst and Investor Opinion on the Tender Offer’s Inadequate Consideration

     56.   Other investors and analysts agree that Cox Radio is significantly undervalued at its recent trading levels. In fact, upon the announcement of the Proposed Transaction, a considerable number of investors and analysts indicated that the Tender Offer price represented an insufficient value for the Company and suggested that the sale price per share for Cox Radio should be increased,

     57.   For instance, Matt Reams, a portfolio manager at Buckhead Capital Management LLC, stated that “the tender offer is unjustifiably too low” and “should be closer to where they’ve been buying back stock over the last three-and-a-half years.”

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     58.   Gabelli & Company, Inc., a boutique investment bank that specializes in the media industry, released a research report on March 24, 2009 by analyst Barry Lucas in which he assigns a value of $5.00 per share to Cox Radio. The Gabelli & Company report was based upon a conservative multiple of estimated 2009 results.

     59.   Other recent analyst reports agreed that Cox Radio’s stock price target and valuation range is much higher than the consideration offered in the Proposed Transaction. Marci Ryvicker, an analyst with Wachovia, issued a March 4, 2009 report in which Cox Radio’s valuation range was between $4.00 and $6.00. The Wachovia report estimated that the Company’s 2009 Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) would be $89 million.

     60.   Also on March 4, 2009, Michael Meltz, an analyst with JP Morgan, issued a report in which the Cox Radio price target was $5.50 and the 2009 EBITDA estimate was $72 million.

     61.   Similarly, Barrington Research Associates, Inc. issued a report on March 3, 2009 in which the Company’s 2009 EBITDA estimate was $94 million. Price Target Research issued a report on February 22, 2009 in which the Cox Radio price target was $10. Stanford Financial Group issued a report on January 8, 2009 in which the Company’s price target was $5.00 and the 2009 EBITDA estimate was $108 million.

     62.   Apparently, investors agree with these opinions. In the days following the announcement, Cox Radio’s shares are trading well above Media’s bid, reaching as high as $4.16 on March 24, 2009 and closing at $4.25 on April 3, 2009 after the Special Committee’s recommendation—a strong signal that the market values the Company higher than Media’s Tender Offer and expects the offer to increase.

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The Proposed Transaction Is Unfair and Inadequate

     63.   The Proposed Transaction comes at a time when the Company’s stock price is undervalued but its prospects for growth and increased revenue are substantially increasing. Indeed, on August 1, 2008, Cox Radio consummated the acquisition of six radio stations serving the Athens, Georgia market. The six stations were acquired for approximately $60 million. Although revenues have declined in the majority of the Company’s markets relative to the prior year due to due to weakness in the general economy and the advertising market, Cox Radio is poised to experience significant growth.

     64.   Cox Radio insiders are well aware of the Company’s intrinsic value and that Cox Radio shares are significantly undervalued. In fact, Cox Radio executives repeatedly touted the Company’s strong business prospects and financial outlook in the months leading up to the Proposed Transaction announcement.

     65.   For instance, in Cox Radio’s earnings conference call conducted on July 30, 2008 (the “2Q08 Conference Call”), Robert F. Neil—the Company’s President and Chief Executive Officer—stated that, despite the economic downturn, the Company was in a positive business position:

Right now radio looks pretty good, when we compare that to newspapers and television, which is down year-to-date more than radio it is, if you take out political and even local cable sales continue to be down. So compared to other media we are doing pretty well in a difficult environment, and for us, the bright spot is our radio stations are performing well from an audience perspective, they’re outperforming their peers on the sales side and we’re making considerable progress in expanding our digital media presence.

* * *

Given the current environment, we remain focused on aggressively watching our costs of course and watching our expenses while continuing to invest strategically in compelling content. As we’ve noted in the past, our balance sheet continues to be a positive, especially in this market.

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     66.   Also in the 2QO8 Conference Call, Neil Johnston—Cox Radio’s Vice President and Chief Financial Officer—spoke positively about the Company’s balance sheet in response to a question concerning Cox Radio’s stock repurchase programs:

And I think we’re just very mindful of the balance sheet. We want to make sure that we maintain a very strong balance sheet in our guidelines of 2.5 to just over 3 times. That’s important to us. And so the share repurchase gives us the most flexibility and the maximum return for shareholders.

     67.   Regarding Cox Radio’s debt situation, Robert Neil provided the following:

And our balance sheet allows us to be flexible. We are not under any huge pressures or uncomfortable situations with banks or covenants or any of those kinds of situations. We have our debt down at a very, very manageable level. So we can afford to say to you, you know what, we will take a look at the situation as it arises and we have the ability to be flexible.

     68.   Similarly, in a conference call held on November 5, 2008 to discuss the Company’s earnings for the third quarter of 2008 (the “3Q08 Conference Call”), Robert Neil touted the fact that Cox Radio outperformed its markets and again reiterated the Company’s strong financial position in spite of—and in some ways because of—a difficult economic environment:

While the near term outlook on the economy is negative, I continue to remain optimistic about the prospects of our medium and of Cox Radio. Radio has attributes that many other media would love to have at this point in time. We reach 93% of Americans on a weekly basis. Thai’s over 235 million people each and every week. Our audience is growing in the face of fragmentation. Our usage is unparalleled. Americans spend 19 hours a week with radio, that’s 60% more time than newspapers, magazines, and the Internet combined.

We have a personal and emotional contact with our listeners. And we can cause them to act. And that’s a characteristic that’s very attractive to advertisers. We’re free, and in this economic environment, that’s a good thing to have. We’re easy to access. We can be used at home, in the car and at work and on many portable devices like cell phones and some MP3 players and computers.

Finally, we do a great job of delivering specific targeted demographics to advertisers and getting them the results they need to grow their business, and we do it in a cost-effective way. In this economic environment, I think that’s one of

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the reasons why our medium will do well in comparison to many other advertising vehicles. So I can tell you that despite this recession and the difficult ad market that we’re in, we think our business is very optimistic in the things that we can bring to our advertisers. We believe that the value proposition of radio has never been stronger. And given the investments that we continue to make in content and digital, I think we’ll be in a much better position to drive the market share as the economy improves as it certainly will.

     69.   During the 3Q08 Conference Call, Neil had the following exchange in which he affirmed that the Company’s low debt levels is a positive aspect of its financial position:

<Q - - Leland Westerfield>: If I can make a quick comment, you guys manage the best balance sheet that I know about in the radio industry. I just want to make that comment.

<A - - Robert Neil>: Well, thanks, and we were talking before the call. ... I saw a quote in one of the trades today, that basically, paraphrasing, saying I’ve never known a company to go out of business that —from low debt levels. And we’ve been conservative all along. And believe me, we thank our lucky stars right now that that’s what we’ve been doing. That gives us a lot more flexibility in terms of some of these investments that we need to make and the things that we need to do. I know some people were critical of us a few years ago that we didn’t take more debt on, and I’m happy we were paying down the mortgage.

     70.   Also on the 3Q08 Conference Call, Neil Johnston spoke positively regarding the Company’s balance sheet and cash flow:

Our covenants are five times, and so we feel pretty good about the balance sheet where it is. I would also note, not only do we have strong balance sheet, but we are still producing significant cashflow. As I mentioned on the call, on a year-to-date basis, our free cash was around about $76 million. So — feel pretty good about our liquidity at this point.

     71. Finally, on March 4, 2009—less than three weeks prior to the Tender Offer announcement—Cox Radio held a conference call discussing financial results for the fourth quarter of 2008 (the “4Q08 Conference Call”). During the 4Q08 Conference Call, Robert Neil again emphasized the strength and expected growth of Cox Radio despite the continuing economic downturn, and the fact that the Company is well-positioned to benefit and prosper once the economy begins to recover:

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Our fourth quarter financial results reflect the impact of this unprecedented slowdown across the majority of our markets. However, on the positive side, despite a very difficult year, the station brands remain strong and we continue to execute on our operating plan while carefully managing our expenses and maintaining a solid balance sheet. I can assure you we’re taking the necessary steps to ensure our business is running as efficiently as possible and is well-positioned to weather this economic storm and emerge from it stronger and better able to serve our audiences.

* * *

As we stated on our last call, we continue to believe that compelling content is critical for our success, and over the last year to two years we’ve made key programming investments that have supported our audience share growth, and will support our performance going forward. According to the most recent Fall 2008 ratings book, 82% of our stations ranked in the top 10 for their target demographic. Furthermore, in the majority of our markets, 16 out of the 18 markets where we have measured ratings, we have at least one station in the top 5 with adults 25 to 54.

* * *

While the near-term outlook on the economy remains very difficult, we continue to be optimistic about both the prospects of Cox Radio and the radio industry in general at a time when many of our media peers are losing audience, radio is continuing to gain audience and that will only bode well for us going forward,

Despite the recession and difficult ad market we continued to build our brands, drive audiences, and deliver results to our advertisers. Our stations ratings remained very high, serving attractive demographics in each of the markets that we serve. Our digital platform continues to grow with more and more listener’s access our stations over the web and new audiences discover our HD radio outfits. In addition we’re continuing to improve our ability to deliver cross platform capabilities for our advertising partners.

The fact is we operate exceptional media platforms that consistently connect with millions of loyal consumers and serve as effective and efficient marketing platforms for our advertising partners.

Our radio station clusters are engrained in the communities which we serve, principally because we listen to our audiences and we deliver on their expectations. We’ve got a connection with our local audiences, and that’s simply unmatched by any other medium. So as a result, I have no doubt that Cox Radio is well positioned to benefit as the economy begins to recover.

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     72.   In response to a question about certain reorganizations in the radio industry, Robert Neil emphasized again that “this economic environment is not going to last forever,” and that the potential winners from the recession will be those companies, like Cox Radio, that “have good strong radio stations.”

     73.   Media recognized Cox Radio’s solid performance and potential for growth and determined to capitalize on their interests and the recent downturn in the Company’s stock price at the expense of the Company’s public shareholders. CEI and Media are engaging in a transaction that assures their continued ownership of the Company and secures their opportunity to benefit from the Company’s growth, while the Company’s shareholders are cashed out at an inadequate consideration.

The Materially Misleading and Incomplete Disclosure Documents

     74.   In connection with the Proposed Transaction, Media filed the Tender Offer Statement with the SEC on March 23, 2009 providing the terms and conditions of the Proposed Transaction. On April 3, 2009, Cox Radio filed the 14D9 (together with the Tender Offer Statement, the “Disclosure Documents”) with the SEC in which the Special Committee found that the Proposed Transaction is fair, from a financial point of view, to the Company’s minority shareholders and recommended that Cox Radio shareholders accept the Tender Offer and tender their shares.

     75.   The Disclosure Documents are materially misleading in that, among other things, they omit material information needed by the Company’s public shareholders in order for them to make fully-informed decisions as to whether or not they should tender their shares of Cox Radio into the Tender Offer or seek appraisal rights related to the Proposed Transaction.

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Specifically, disclosure in the Disclosure Documents is inadequate because Defendants have failed to disclose, among other things, the following information:

a.	Identification of conflicts involving members of the Special Committee and the financial advisor, and whether they have any historical experience with one another.
b.	Management prepared a forecast in February 2009 for the remainder of 2009 reflecting EBITDA of $69 million, down from $132 million in 2008 (the “February Forecasts”). There is no discussion regarding what assumptions were used, or what uses were intended for the February Forecasts.
c.	The 14D9 fails to provide support for the conclusions in the Disclosure Documents as to the basis for the belief that the decline in Cox Radio’s value is not temporary, that the Company’s historical valuations are no longer reflective of its intrinsic value, and that it is not reasonable to believe that Cox Radio’s financial results will be comparable to historical financial results, as the Company’s executives repeatedly emphasized in Cox Radio’s recent earnings conference calls.
d.	Detail regarding the conditions under which the Company would fail to satisfy its leverage ratio covenant.
e.	Whether and why the Special Committee failed to consider the alternative of continuing operations without the Tender Offer.
f.	No discussion is provided regarding how the Special Committee selected Gleacher Partners LLC (“Gleacher”) as its financial advisor; what other

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	firms the Special Committee considered; whether Gleacher has any particular strength or experience that made it the best choice; and whether Gleacher has any prior experience with Cox Radio or other CEI entities.
g.	How Gleacher selected comparable companies for its Historical Trading Analysis and why certain companies were excluded.
h.	With respect to the Discounted Cash Flow analysis, Gleacher fails to provide a detailed forecast. In addition, no detail is provided for the adjustments to the cash flow. There is no discussion or explanation as to why Cox Radio management’s 2009 forecast is below market consensus, especially when considering the forecast summary of other analyst estimates for the Company contained in the Citigroup (Media’s financial advisor) forecast presented in Exhibit (C)(2) to the Tender Offer Statement. Finally, Gleacher fails to identify the sources for discount rates and growth rates.
i.	With respect to the Minority Interest Premium Paid Analysis, Gleacher fails to provide a basis for the degree to which these other minority stake buyback transactions were comparable.
j.	With respect to the Selected Public Company Analysis, there is no discussion regarding the basis for the selection of comparable companies. In addition, Gleacher fails to identify the data or estimates used to calculate the multiples, nor does Gleacher show any application of the multiples to Cox Radio’s financial statistics to draw an inference of the value of the common shares.

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k. The 14D9 also fails to disclose any known positions Gleacher holds in either Cox Radio or other entities controlled by CEI.

     76.   As set forth above, the Disclosure Documents contain misleading information and omit material information concerning the Proposed Transaction. Without material and accurate information concerning Cox Radio and the Tender Offer, the Company’s shareholders cannot make a fully-informed judgment regarding whether to tender their shares in the Tender Offer or seek appraisal rights in connection with the Proposed Transaction.

Defendants Have Breached Their Fiduciary Duties

     77.   The consideration per share to be paid to Class members pursuant to the Proposed Transaction is unfair and inadequate consideration for the reasons set forth above.

     78.   The Proposed Transaction is an attempt by CET and Media to capitalize on their controlling interest in Cox Radio at the expense of the Company’s public shareholders. The Proposed Transaction will, for inadequate consideration, deny Plaintiffs and the other members of the Class the opportunity to share proportionately in the future success of the Company and its valuable assets, while permitting CET and Media to benefit unfairly.

     79.   Furthermore, because Media has stated that it will not sell its majority ownership share to any company, and is only interested in acquiring the publicly held shares of Cox Radio not owned by Media, a potentially higher counter-bid will not materialize since the success of any such bid would require the consent and cooperation of Media.

     80.   Given Media’s stock ownership and control of the Company, it is able to dominate Cox Radio’s Board of Directors. Under the circumstances, none of the directors of Cox Radio or the members of the Special Committee can be expected to protect the interests of

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the Company’s public shareholders in a transaction which benefits Media at the expense of the shareholders.

     81.   Simply put, the Proposed Transaction is unfair to Cox Radio shareholders because it places Media’s interests above those of the Company’s minority shareholders in that Media is purchasing the Company for the least amount of cash possible, even though Defendants have a fiduciary obligation to act in the best interests of the Company’s public shareholders.

     82.   By virtue of the foregoing, Defendants have engaged in unfair self-dealing toward Plaintiffs and the other members of the Class and have engaged in and substantially assisted and aided each other in breach of their fiduciary duties owed by them to Plaintiffs and the Class.

     83.   The Proposed Transaction is wrongful, unfair and harmful to the Company’s minority public stockholders, and represents an effort by Defendants to aggrandize Media’s financial position and interests and those of the interested directors, at the expense and to the detriment of Class members. The Proposed Transaction is an attempt to deny Plaintiffs and the other members of the Class their right to share proportionately in the true value of the Company’s valuable assets, future growth in profits, earnings and dividends, while usurping the same for the benefit of Media on unfair and inadequate terms, and without full and candid disclosure to Plaintiffs and the Class of all material information regarding the Company’s future prospects.

     84.   As a result of Defendants’ unlawful actions, Plaintiffs and the other members of the Class will be damaged in that they will not receive their fair portion of the value of the Company’s assets and business and will be prevented from obtaining the real value of their equity ownership of the Company,

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     85.   Unless the Proposed Transaction is enjoined by the Court, Defendants will continue to breach their fiduciary duties owed to Plaintiffs and the members of the Class, will not engage in arms-length negotiations on the Proposed Transaction terms, will consummate and close the Proposed Transaction complained of, and will deny Class members their fair proportionate share of Cox Radio’s valuable assets and businesses, all to the irreparable harm of the Class.

     86.   Plaintiffs and the other members of the Class are immediately threatened by the wrongs complained of herein, and lack an adequate remedy at law.

PRAYER FOR RELIEF

     WHEREFORE, Plaintiffs pray for judgment and relief as follows:

     A. Declaring this action to be a class action and certifying Plaintiffs as the representatives of the Class;

     B. Declaring that Defendants and each of them have committed or participated in a breach of their fiduciary duties to Plaintiffs and the other members of the Class;

     C. Preliminarily and permanently enjoining Defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Proposed Transaction;

     D. To the extent that the Proposed Transaction may be consummated prior to this Court’s entry of a final judgment, rescinding the Proposed Transaction and setting the Proposed Transaction aside or granting rescissory damages;

     E. Directing Defendants to account to Plaintiffs and the Class for all damages which they have sustained or will sustain by reason of Defendants’ wrongdoing, including awarding compensatory and/or rescissory damages;

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     F. Imposing a constructive trust, in favor of Plaintiffs and the Class, upon any benefits Defendants improperly receive as a result of their wrongful conduct;

     G. Awarding Plaintiffs the costs and disbursements of this action, including a reasonable allowance for Plaintiffs’ attorneys’ and experts’ fees; and

     H. Granting such other and further relief as this Court may deem to be just and proper.

Dated: April 7, 2009		ROSENTIIAL, MONHAIT & GODDESS, P.A.
	By;	/s/ Carmella P. Keener
		CarmellaP. Keener (Del. Bar No. 2810)
		919 North Market Street, Suite 1401 P.O. Box 1070 Wilmington, Delaware 19801 One of Delaware Co-Liaison Counsel for Plaintiffs

OF COUNSEL:

SAXENA WHITE P.A.
Maya Saxena
Joseph R. White, HI
Christopher S, Jones
Lester R. Hooker
2424 North Federal Highway, Suite 257
Boca Raton, Florida 33431
Tel.: (561)394-3399
Fax: (561)394-3382

THE WEISER LAW FIRM, PC
Patricia C. Weiser
Debra S. Goodman
121 N. Wayne Avenue, Suite 100
Wayne, PA 19087 Tel: (610) 225-2677

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