-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SW8v5NYq/8BEeg0q5SAK0KODZWFoAtTNV7OjXPzaMuUplh/FewteVNnTE5WaJK2X TewGe2L9AWZJpJzP9u2sEw== 0001010192-09-000039.txt : 20090406 0001010192-09-000039.hdr.sgml : 20090406 20090403184956 ACCESSION NUMBER: 0001010192-09-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090403 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090406 DATE AS OF CHANGE: 20090403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COX RADIO INC CENTRAL INDEX KEY: 0001018522 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 581620022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12187 FILM NUMBER: 09733619 BUSINESS ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 6205 PEACHTREE DUNWOODY ROAD CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 678-645-0000 MAIL ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 6205 PEACHTREE DUNWOODY ROAD CITY: ATLANTA STATE: GA ZIP: 30328 8-K 1 cri8k-13.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2009 Cox Radio, Inc. ---------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-12187 58-1620022 ----------------- --------------- ------------------ (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 6205 Peachtree Dunwoody Road Atlanta, Georgia 30328 -------------------------------------------------- ------------ (Address of principal executive offices) (Zip Code) (678) 645-0000 ----------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. On April 3, 2009, we issued a press release announcing that the special committee of our Board of Directors has (i) determined that the price being offered in the tender offer by Cox Media Group, Inc., a wholly-owned subsidiary of Cox Enterprises, Inc., on March 23, 2009 for all of the outstanding shares of our Class A common stock not otherwise owned by Cox Media Group at $3.80 per share is fair, from a financial point of view, to our stockholders, other than Cox Media Group and Cox Enterprises, and (ii) recommended that our stockholders accept the offer and tender their shares. The foregoing description is qualified in its entirety by reference to the press release dated April 3, 2009, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits: 99.1 Press Release dated April 3, 2009. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COX RADIO, INC. Date: April 3, 2009 By: /s/ Charles L. Odom ----------------------------------- Name: Charles L. Odom Title: Chief Financial Officer Exhibit 99.1 =============================================================================== [GRAPHIC OMITTED] NEWS =============================================================================== FOR IMMEDIATE RELEASE Cox Radio, Inc. Issues Response/Recommendation Statement Regarding Tender Offer of Cox Media Group, Inc. ATLANTA, April 3, 2009--Cox Radio, Inc. (NYSE: CXR) today filed a Solicitation/Recommendation Statement on Schedule 14D-9 announcing that the Special Committee of the Board of Directors of Cox Radio unanimously determined that the price being offered in the tender offer by Cox Media Group, Inc., an indirect and wholly owned subsidiary of Cox Enterprises, Inc., to purchase all of the outstanding shares of Class A common stock of Cox Radio not already owned by Cox Media Group for $3.80 per share, is fair, from a financial point of view, to Cox Radio's stockholders, other than Cox Media Group and Cox Enterprises. The Special Committee unanimously recommended, on behalf of Cox Radio, that the stockholders of Cox Radio accept the tender offer and tender their shares of Class A common stock pursuant to the tender offer. Stockholders of Cox Radio are encouraged to review the Solicitation/Recommendation Statement on Schedule 14D-9 in its entirety, which is filed with the Securities and Exchange Commission (the "SEC"), because it contains important information. Stockholders can obtain a free copy of the Solicitation/Recommendation Statement on Schedule 14D-9, and any amendment thereto or other documents filed by Cox Radio with respect to the tender offer, at www.sec.gov. About Cox Radio Cox Radio is one of the largest radio companies in the United States based on revenues. Cox Radio owns, operates or provides sales or marketing services for 86 stations (71 FM and 15 AM) clustered in 19 markets, including major markets such as Atlanta, Houston, Miami, Orlando, San Antonio and Tampa. Cox Radio shares are traded on the New York Stock Exchange under the symbol: CXR. * * * * * This press release is neither an offer to purchase nor the solicitation of an offer to sell any securities. In response to the tender offer proposed by Cox Media Group, Inc. referred to in this press release, Cox Radio, Inc. has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Investors and security holders are urged to read the Solicitation/Recommendation Statement on Schedule 14D-9 because it contains important information. Investors and security holders may obtain a free copy of the Solicitation/Recommendation Statement on Schedule 14D-9 and other documents that Cox Radio filed with the SEC in connection with the tender offer, at www.sec.gov. In addition, the Solicitation/Recommendation Statement on Schedule 14D-9 and other documents filed by Cox Radio with the SEC in connection with the tender offer may be obtained from Cox Radio free of charge by directing a request to the individuals listed below. Contact: Analysts and Investors Analysts, Investors, Press or Media Charles Odom Chris Plunkett Chief Financial Officer Brainerd Communicators, Inc. Cox Radio, Inc. 212-986-6667 678-645-4315 plunkett@braincomm.com -----END PRIVACY-ENHANCED MESSAGE-----