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): December 6, 2005

Cox Radio, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-12187	58-1620022
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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 5.02. Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 6, 2005, the Board of Directors of Cox Radio (the Board) appointed Jimmy W. Hayes as a member of the Board, effective immediately, increasing the Board to nine members. Mr. Hayes will serve as a member of each of the executive and community relations committees of the Board.

Mr. Hayes currently is an Executive Vice President of Cox Enterprises, Inc. (CEI), and CEI indirectly owns approximately 62% of Cox Radio’s common stock and has approximately 94% of the voting power of Cox Radio. The information required by this Item with respect to certain transactions between Cox Radio and CEI is hereby incorporated by reference to the section captioned “Certain Transactions” in Cox Radio’s definitive proxy statement on Schedule 14A filed April 1, 2005, and a copy of this disclosure is being filed as Exhibit 99.1 with this report.

Cox Radio issued a press release announcing the appointment of Mr. Hayes, and a copy of this release is being filed as Exhibit 99.2 with this report.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibit:

99.1	Section captioned “Certain Transactions” from Cox Radio’s definitive proxy statement on Schedule 14A filed April 1, 2005
99.2	Press Release dated December 6, 2005, announcing the election of Jimmy Hayes to Cox Radio’s Board of Directors

SIGNATURES

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: December 7, 2005	By:	/s/ Neil O. Johnston
	Name:	Neil O. Johnston
	Title:	Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

CERTAIN TRANSACTIONS

Cox Radio receives certain management services from, and has entered into certain transactions with, Cox Enterprises. Costs of the management services that are allocated to Cox Radio are based on actual direct costs incurred or on Cox Enterprises’ estimate of expenses relative to the management services provided to other subsidiaries of Cox Enterprises. Cox Radio believes that these allocations were made on a reasonable basis, and that receiving these management services from Cox Enterprises creates cost efficiencies, however, there has been no study or any attempt to obtain quotes from third parties to determine what the cost of obtaining such services from third parties would have been. The services and transactions described below have been reviewed by Cox Radio’s Audit Committee, which has determined that such services and transactions are fair and in the best interest of Cox Radio.

Cox Radio receives day-to-day cash management services from Cox Enterprises, with settlements of outstanding balances between Cox Radio and Cox Enterprises occurring periodically at market interest rates. As a part of these services, Cox Enterprises transfers funds to cover Cox Radio’s checks presented for payment and Cox Radio records a book overdraft, which is classified as accounts payable in the accompanying balance sheets. Book overdrafts of $3.9 million existed at December 31, 2004 as a result of Cox Radio’s checks outstanding. The amounts due to or from Cox Enterprises are generally due on demand and represent the net balance of the intercompany transactions, and accrue interest at Cox Enterprises’ current commercial paper borrowing rate or a LIBOR based rate dependent upon our credit rating (2.4% at December 31, 2004). As of December 31, 2004, Cox Enterprises owed Cox Radio approximately $6.6 million.

Cox Radio receives certain management services from Cox Enterprises and its wholly-owned subsidiary, Cox Broadcasting, including management and financial advisory services, legal, corporate secretarial, tax, internal audit, risk management, purchasing and materials management, employee benefit (including pension plan) administration, fleet, engineering and other support services. Expenses allocated for these services are included in corporate general and administrative expenses in our consolidated financial statements. For the year ended December 31, 2004, Cox Radio was allocated expenses of approximately $3.4 million related to these services.

In connection with these management services, Cox Radio reimburses Cox Enterprises for payments made to third-party vendors for certain goods and services provided to Cox Radio under arrangements made by Cox Enterprises on behalf of Cox Enterprises and its affiliates, including Cox Radio. Cox Radio believes such arrangements result in Cox Radio receiving such goods and services at more attractive pricing than Cox Radio would be able to secure separately. Such reimbursed expenditures include insurance premiums for coverage through Cox Enterprises’ insurance program, which provides coverage for all of its affiliates, including Cox Radio. Rather than self-insuring these risks, Cox Enterprises purchases insurance for a fixed-premium cost from several insurance companies, including an insurance company indirectly owned by descendants of Governor James M. Cox, the founder of Cox Enterprises, including James C. Kennedy, Chairman of Cox Radio’s Board of Directors, and his sister, who each own 25%. This insurance company is an insurer and re-insurer on various insurance policies purchased by Cox Enterprises, and it employs an independent consulting actuary to calculate the annual premiums for general/auto liability and workers compensation insurance based on Cox Radio’s loss experience consistent with insurance industry practice. Cox Radio’s portion of these insurance costs for 2004 was approximately $0.5 million.

Cox Radio’s employees participate in certain Cox Enterprises employee benefit plans, and Cox Radio made payments to Cox Enterprises in 2004 for the costs incurred because of such participation, including self-insured employee medical insurance costs of approximately $9.0 million, retiree medical payments of approximately $0.1 million, postemployment benefits of approximately $0.6 million and executive pension plan payments of approximately $1.1 million.

Cox Radio’s headquarters building is leased by Cox Enterprises from a partnership that in turn is indirectly owned by descendents of Governor James M. Cox, the founder of Cox Enterprises, with an indirect 36% interest held in the aggregate by the children of James C. Kennedy, Chairman of Cox Radio’s Board of Directors, and an indirect less than 3% interest held in the aggregate by Mr. Kennedy, his mother and his sister. Cox Radio pays rent and certain other occupancy costs to Cox Enterprises for space in Cox Enterprises’ corporate headquarters building. Rent and occupancy expense is allocated based on occupied space, and such expense was approximately $0.6 million for the year ended December 31, 2004.

Cox Radio has entered into lease agreements with Cox Broadcasting with respect to studio and tower site properties in Atlanta, Georgia and Dayton, Ohio that are used for Cox Radio’s radio operations in those markets. The annual rental cost in the aggregate was approximately $0.6 million for the year ended December 31, 2004.

EX-99.2

Exhibit 99.2

NEWS        

FOR IMMEDIATE RELEASE

COX RADIO ELECTS JIMMY HAYES TO BOARD OF DIRECTORS

ATLANTA – December 6, 2005 – Cox Radio, Inc. (NYSE: CXR) announced today that Jimmy W. Hayes has been elected to the company’s board of directors, increasing Cox Radio’s board to nine members. Hayes will serve as a member of the executive and community relations committees of the Board. His election is effective immediately.

“It brings me great pleasure to welcome Jimmy Hayes to Cox Radio’s Board of Directors,” said Robert F. Neil, president and chief executive officer of Cox Radio. “Given his extensive experience in the media industry and successful track record in leadership roles at Cox companies, he brings Cox Radio valuable insight and an in-depth understanding of our vision for the future.”

Hayes is executive vice president of Cox Enterprises, Inc. (CEI) and will be assuming the role of president and chief operating officer of CEI at year-end. In his role as president and chief operating officer, Hayes will be responsible for overseeing Cox Communications, Manheim, Cox Newspapers, Cox Television, Cox Radio, AutoTrader.com, as well as finance, administration and business development.

Hayes is a 25-year veteran Cox employee and has spent the past 16 years of his professional career in various leadership roles at Cox Communications, including the role of executive vice president of finance and chief financial officer. Hayes earned BA and MA degrees in accounting from the University of Georgia, and in 1989, completed the Program for Management Development at the Harvard Business School.

Cox Radio is one of the largest radio companies in the United States based on revenues. Cox Radio owns, operates or provides sales and marketing services for 79 stations (66 FM and 13 AM) clustered in 18 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.

Contact:
Analysts and Investors	Analysts, Investors, Press or Media
Neil Johnston	John Buckley
Vice President & Chief Financial Officer	Brainerd Communicators, Inc.
Cox Radio, Inc.	212-986-6667
678-645-4310