SC 14D9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

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

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

TABLE OF CONTENTS

		Page
Item 1.	Subject Company Information	1
Name and Address		1
Securities		1
Item 2.	Identity and Background of Filing Person	1
Name and Address		1
Tender Offer		1
Item 3.	Past Contacts, Transactions, Negotiations and Agreements	2
Enterprises and Media Share Ownership; Interlocking Directors and Officers		3
Director and Officer Ownership of Shares		3
Director and Officer Stock Options		3
Director and Officer Restricted Shares		4
Compensation to Members of the Special Committee		4
Services and Other Transactions with Enterprises		4
Item 4.	The Solicitation or Recommendation	6
Solicitation Recommendation		6
Background of the Offer		6
Reasons for the Special Committee’s Recommendation		9
Non-GAAP Financial Measures		11
Opinion of Financial Advisor.		12
Intent to Tender		16
Item 5.	Persons/Assets, Retained, Employed, Compensated or Used	16
Item 6.	Interest in Securities of the Subject Company	17
Item 7.	Purposes of the Transaction and Plans or Proposals	17
Item 8.	Additional Information	18
Appraisal Rights		18
Litigation		18
Anti-Takeover and Other Provisions in the Certificate of Incorporation that Could Delay or Deter a Change of Control		18
Delaware Anti-Takeover Statute		19
Regulatory Approval		19
Cautionary Note Regarding Forward-Looking Statements		19
Item 9.	Exhibits	20

Item 1. Subject Company Information.

Name and Address.

The name of the subject company is Cox Radio, Inc., a Delaware corporation (the “Company”). The address and telephone number of the Company’s principal executive office is 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328, (678) 645-0000.

Securities.

This Solicitation/Recommendation Statement on Schedule 14D-9 (together with any Exhibits and Annexes hereto, this “Schedule 14D-9”) relates to the shares of Class A common stock, par value $0.33 per share, of the Company (the “Shares”). As of the close of business on March 31, 2009, there were 20,756,528 Shares issued and outstanding.

Item 2. Identity and Background of Filing Person.

Name and Address.

The Company is the person filing this Schedule 14D-9 and is the subject company. The Company’s name, address and telephone number are set forth in Item 1 “Subject Company Information” above, which information is incorporated herein by reference. The Company’s website is www.coxradio.com. The information on the Company’s website should not be considered a part of this Schedule 14D-9.

Tender Offer.

This Schedule 14D-9 relates to the tender offer by Cox Media Group, Inc., a Delaware corporation (“Media”) and an indirect, wholly owned subsidiary of Cox Enterprises, Inc., a Delaware corporation (“Enterprises”), pursuant to which Media has offered to purchase all outstanding Shares not otherwise owned by Media for $3.80 net per Share in cash without interest (the “Offer Price”) upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 23, 2009 and the related Letter of Transmittal (which, together with any amendments or supplements, collectively, constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended and/or supplemented from time to time, and together with the Exhibits thereto, the “Schedule TO”), filed by Media and Enterprises with the Securities and Exchange Commission (the “Commission”) on March 23, 2009. The Offer will remain open from March 23, 2009 until 12:00 midnight, New York City time on April 17, 2009 (the “Offer Period”), unless extended by Media.

As of March 31, 2009, Enterprises, through Media, owned 3,591,954 Shares and 58,733,016 shares of Class B common stock, par value $0.33 per share (the “Class B Common Stock”), representing all of the issued and outstanding shares of Class B Common Stock (collectively, the “Media Shares”), representing 78.4% of the aggregate outstanding shares of the Company. 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. Each share of Class B Common Stock is convertible into one Share. 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.

The Offer is subject to, satisfaction of, or if permitted, waiver of, several conditions, including the non-waivable condition that there shall have been validly tendered and not withdrawn before the Offer expires, Shares that constitute at least a majority of the outstanding Shares not owned by Media or Enterprises or their respective affiliates or the directors and executive officers of the Company, Media or Enterprises (other than the two directors of the Company who constitute the Special Committee (as defined below)) immediately prior to the expiration of the Offer.

Another condition to the Offer, which may be waived by Enterprises and Media in their sole discretion, is that there shall have been validly tendered and not withdrawn before the Offer expires, Shares that constitute at least 90% of the outstanding Shares after giving effect to the conversion of the shares of Class B Common Stock held by Media into Shares on a one-for-one basis.

If, following the consummation of the Offer, Media owns at least 90% of the outstanding Shares, Media will cause the Company to consummate a “short-form” merger promptly under Delaware law in which all Shares held by the stockholders who have not tendered their Shares into the Offer will be converted into the right to receive an amount in cash equal to the Offer Price. If the Offer is consummated and Media does not own at least 90% of the outstanding Shares and, if conversion of some or all of the shares of the Company’s Class B Common Stock held by Media would increase its ownership to 90% of the outstanding Shares, then Media will convert a sufficient number of shares of Class B Common Stock into Shares to reach the 90% threshold and promptly thereafter consummate a short-form merger under Delaware law.

Based on the number of Media Shares owned by Media on March 31, 2009, approximately 8,418,853 Shares need to be tendered for the non-waivable majority of the minority condition to be satisfied, and approximately 8,888,750 Shares need to be tendered for Media to own at least 90% of the aggregate outstanding Shares of the Company and to effect a short-form merger.

In connection with the Offer, the Company’s Board of Directors (the “Board”) established a special committee (the “Special Committee”) to evaluate the Offer. See Item 4 “The Solicitation or Recommendation—Background of the Offer.” The members of the Special Committee are Juanita P. Baranco and Nick W. Evans, Jr.

Ms. Baranco, 60, has served as a director of the Company since December 2003. She is the executive vice president and chief operating officer of The Baranco Automotive Group, a group of automobile dealerships, where she has been a principal for more than 30 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 previously has served on the boards of directors of the Federal Reserve Bank of Atlanta and the John H. Harland Company, and as a member of the Board of Regents of the University System of Georgia.

Mr. Evans, 60, has served as a director of the Company since May 2007. Mr. Evans has served as chairman of ECP Benefits, LLC, a provider of employee benefit solutions, since January 2003, and as a principal with Associated Media Partners since January 2001. Prior to that, he served as president and chief executive officer 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. Mr. 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.

The Schedule TO states that the address and telephone number of Media and Enterprises’ principal executive office is c/o Cox Enterprises, Inc., 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328, (678) 645-0000.

The Company takes no responsibility for the accuracy or completeness of any information described herein contained in the Schedule TO, including information concerning Media or Enterprises, its affiliates, officers or directors, any actions or inactions proposed to be taken by Media or Enterprises or any failure by Media or Enterprises to disclose events or circumstances that may have occurred and may affect the accuracy or completeness of such information.

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

Except as described in this Schedule 14D-9, to the knowledge of the Company, as of the date of this Schedule 14D-9, there are no material agreements, arrangements, understandings or any actual or potential conflicts of interest, between the Company or its affiliates and (i) its executive officers, directors or affiliates or (ii) Enterprises or Media or their respective executive officers, directors or affiliates.

Any information contained in the pages incorporated herein by reference shall be deemed modified or superseded for purposes of this Schedule 14D-9 to the extent that any information contained herein modifies or supersedes such information.

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Enterprises and Media Share Ownership; Interlocking Directors and Officers.

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.

Of the eight members of the Board, three members also serve as directors and officers of Enterprises: James C. Kennedy is the chairman of the board of directors of Enterprises; G. Dennis Berry is the vice chairman of the board of directors of Enterprises; and, Jimmy W. Hayes is a member of the board of directors of Enterprises and is the president and chief executive officer of Enterprises.

Of the remaining five members of the Board, two members serve as officers of the Company: Robert F. Neil is the president and chief executive officer of the Company and Marc W. Morgan is the executive vice president and chief operating officer of the Company. Another member of the Board, Nicholas D. Trigony, previously served as an officer of a predecessor company to Media.

In addition, each of the Company’s corporate secretary, corporate assistant secretary, and vice president overseeing tax matters also serve in the same respective positions of Enterprises and Media. The Company’s corporate treasurer also serves in the same respective position of Media but not Enterprises.

Director and Officer Ownership of Shares.

If the directors and executive officers of the Company who own Shares tender their Shares for purchase pursuant to the Offer, they will receive the same cash consideration for their Shares on the same terms and conditions as the other stockholders of the Company. As of March 31, 2009, the directors and executive officers of the Company beneficially owned in the aggregate 321,620 Shares, excluding any Shares they have a right to acquire pursuant to stock options and any unvested restricted shares of Class A common stock (the “Restricted Shares”).

If the directors and executive officers were to tender all of their Shares, excluding any Shares they have a right to acquire pursuant to stock options and any Restricted Shares, for purchase pursuant to the Offer and those Shares were accepted for purchase and purchased by Media, the directors and executive officers would receive an aggregate of $1,222,156 in cash.

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, after making reasonable inquiry, each of the Company’s executive officers, directors and affiliates (other than Media and Enterprises) currently intends 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), subject to applicable personal considerations (including tax planning) and securities laws (including Section 16(b) of the Securities Exchange Act of 1934, as amended).

Director and Officer Stock Options.

As of March 31, 2009, all of the Company’s vested outstanding stock options were exercisable at prices substantially higher than the Offer Price. Accordingly, the Company does not expect holders of vested stock options to exercise their stock options in connection with the Offer. The number of vested stock options held by

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the directors and executive officers of the Company and the weighted-average exercise price as of March 31, 2009 is set forth below. None of the vested stock options has an exercise price that is less than the Offer Price.

Name of Directors and Executive Officers	Number of Vested Options	Weighted-Average Exercise Price
Robert F. Neil	100,275	$	22.91
Marc W. Morgan	404,315	$	22.08
Neil O. Johnston	146,713	$	20.91
Charles L. Odom	20,283	$	21.37

If, following the consummation of the Offer, Media owns at least 90% of the outstanding Shares, it will cause the Company to consummate a short-form merger in which all remaining stockholders would receive the same price per Share as was paid in the Offer, without interest. If the Offer is consummated and Media does not own at least 90% of the outstanding Shares and, if conversion of some or all of the shares of Class B Common Stock held by Media into Shares would increase Media’s ownership to 90% of the outstanding Shares, then Media may convert a sufficient number of shares of Class B Common Stock to reach the 90% threshold and promptly thereafter consummate a short-form merger under Delaware law.

In the event Media completes a short-form merger after the expiration of the Offer, any person who continues to be a holder of a stock option will have limited ability to sell any Shares obtained through option exercise as Media intends to delist the Company’s Shares from the New York Stock Exchange (“NYSE”) or on any other securities exchange on which the Company’s Shares are listed following the Offer.

Director and Officer Restricted Shares.

Restricted Shares may be tendered only if permitted by the terms of the restricted stock award and all restricted stock awards provide that the Restricted Shares under such restricted stock awards are not transferable. As a result, any Restricted Shares may not be tendered in the Offer. As of March 31, 2009, directors and executive officers of the Company held an aggregate of 58,333 Restricted Shares, of which the members of the Special Committee held in the aggregate 8,726 Restricted Shares.

If Media completes a short-form merger after the expiration of the Offer, Restricted Shares that are not vested will, however, be exchanged for the Offer Price so that each holder of Restricted Shares will receive a cash payment equal to the Offer Price multiplied by the number of Restricted Shares the holder holds less applicable withholding taxes.

Compensation to Members of the Special Committee.

As compensation for services rendered in connection with serving on the Special Committee, Ms. Baranco and Mr. Evans each will receive a one-time fee of $35,000. In addition, each member of the Special Committee will receive a fee of $1,000 for each telephonic and in-person meeting of the Special Committee attended by such member.

Services and Other Transactions with Enterprises.

The Company receives certain management services from, and has entered into certain transactions with, Enterprises. Costs of the management services that are allocated to the Company are based on actual direct costs incurred by the Company or on Enterprises’ estimate of expenses relative to the management services provided to other subsidiaries of Enterprises. The Company believes that these allocations are made on a reasonable basis and that receiving these management services from Enterprises creates cost efficiencies; however, the Company has not conducted a study or made any attempt to obtain quotes from unaffiliated third parties to determine the cost of obtaining such management services from third parties. The management services and transactions

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described below have been reviewed by the audit committee of the Board, which has determined that such management services and transactions are fair to and in the best interests of the Company.

The Company also receives day-to-day cash management services from Enterprises with settlements of outstanding balances between the Company and Enterprises occurring periodically at market interest rates. As a part of these cash management services, Enterprises transfers funds to cover the Company’s checks presented for payment and the Company records a book overdraft, which is classified as accounts payable in the Company’s accompanying balance sheets. Book overdrafts of $5.9 million and $2.8 million existed at December 31, 2008 and 2007, respectively, as a result of the Company’s checks outstanding.

The amounts due to or from Enterprises are generally due on demand pursuant to the terms of two revolving promissory notes dated December 4, 2003 and represent the net balance of the intercompany transactions. Copies of these revolving promissory notes are collectively filed as Exhibit (e)(1) to this Schedule 14D-9 and are incorporated herein by reference. Amounts due to and from Enterprises accrue interest at either Enterprises’ current commercial paper borrowing rate or at a LIBOR-based rate (1.8% and 6.0% at December 31, 2008 and 2007, respectively), depending upon the Company’s credit rating. Enterprises owed the Company approximately $1.4 million at December 31, 2008, and the Company owed Enterprises approximately $16.6 million at December 31, 2007.

The Company also receives certain management services from Enterprises and Media, 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 the Company’s Consolidated Statements of Income filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and are incorporated herein by reference. The Company was allocated expenses of approximately $3.4 million, $3.2 million and $3.2 million for the years ended December 31, 2008, 2007 and 2006, respectively, related to these services.

In connection with these management services, the Company reimburses Enterprises for payments made to third-party vendors for certain goods and services provided to the Company under arrangements made by Enterprises on behalf of Enterprises and its affiliates, including the Company. The Company believes such arrangements result in the Company receiving such goods and services at more attractive pricing than the Company could secure on its own.

Such reimbursed expenditures include insurance premiums for coverage through Enterprises’ insurance program, which provides coverage for all of Enterprises’ affiliates, including the Company. Rather than self-insuring these risks, 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 Enterprises, including Mr. Kennedy and his sister, who each own 25% of the insurance company. This insurance company is an insurer and re-insurer on various insurance policies purchased by Enterprises and it employs an independent consulting actuary to calculate the annual premiums for general/auto liability and workers compensation insurance based on the Company’s loss experience, consistent with standard insurance industry practice. The Company’s portion of these insurance costs was approximately $0.6 million, $0.6 million and $0.7 million for the years ended December 31, 2008, 2007 and 2006, respectively.

The Company’s employees participate in certain Enterprises employee benefit plans and the Company made payments to Enterprises in 2008 for the costs incurred because of such participation, including self-insured employee medical insurance costs of approximately $11.1 million, retiree medical payments of approximately $0.2 million, post-employment benefits of approximately $0.7 million and pension plan payments of approximately $5.9 million. Costs incurred for these items in 2007 and 2006 were self-insured employee medical insurance costs of approximately $10.7 million and $10.5 million, respectively; retiree medical payments of approximately $0.2 and $0.1 million, respectively; post-employment benefits of approximately $0.7 million for each year; and pension plan payments of approximately $6.2 million and $1.1 million, respectively.

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The Company’s headquarters building is leased by Enterprises from a partnership that in turn is indirectly owned by descendents of Governor Cox, with an indirect 36% interest held in the aggregate by the children of Mr. Kennedy, and an indirect less than 3% interest held in the aggregate by Mr. Kennedy and his sister. The Company pays rent and certain other occupancy costs to Enterprises for space in Enterprises’ corporate headquarters building. Rent and occupancy expense is allocated based on occupied space. Related rent and occupancy expense was approximately $0.9 million, $0.9 million and $0.8 million for the years ended December 31, 2008, 2007 and 2006, respectively.

The Company has entered into lease agreements with Media with respect to studio and tower site properties in Atlanta, Georgia, Dayton, Ohio and Orlando, Florida that are used for the Company’s radio operations in those markets. The annual rental cost in the aggregate was approximately $0.7 million for each of the years ended December 31, 2008, 2007 and 2006.

Cox Search, Inc., a wholly owned subsidiary of Enterprises, from time to time purchases radio advertising from the Company’s Atlanta radio stations at regular commercial rates. The amount purchased was $0.3 million, $0.4 million and $0.6 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Television stations located in Atlanta, Georgia and Orlando, Florida, as well as newspaper operations located in Atlanta, Georgia, all owned indirectly by Enterprises, from time to time purchase radio advertising from the Company’s radio stations at regular commercial rates. The aggregate amount purchased was $1.9 million, $1.8 million and $2.2 million for the years ended December 31, 2008, 2007 and 2006, respectively. The Company may also, from time to time, purchase advertising at regular commercial rates from television stations located in Atlanta and Orlando owned indirectly by Enterprises. The aggregate amount purchased was $0.3 million, $0.7 million and $0.6 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Item 4. The Solicitation or Recommendation.

Solicitation Recommendation.

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

The Special Committee made this determination after carefully considering the Offer, the prospects and value of the Company, and other relevant facts and information, and after discussing such factors with the Special Committee’s outside counsel and financial advisor. The factors that were relied upon by the Special Committee in making its recommendation are described below. See “—Reasons for the Special Committee’s Recommendation.”

Copies of a letter to the Company’s stockholders and a press release communicating the recommendation are filed as Exhibits (a)(2)(A) and (a)(2)(B) to this Schedule 14D-9, respectively, and are incorporated herein by reference.

Background of the Offer.

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, 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.

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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 the members of the Board who are not executive officers or directors of Enterprises, including Ms. Baranco and Mr. Evans. Later that day, Jimmy W. Hayes, a member of the Board and the chief executive officer, president and a director of Enterprises, spoke Mr. Evans, a member of the Board, to advise him of the Offer. During their conversation, Mr. Hayes informed Mr. Evans that Ms. Baranco, another member of the Board, 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 Enterprises and Media to serve on the Special Committee. During the course of their conversation, Mr. Hayes asked Mr. Evans if he would be willing to serve on the Special Committee if asked by the Board to do so. Mr. Evans stated that he would agree to do so if the Board appointed him to the Special Committee. Mr. Evans then telephoned Mr. Kennedy to inform him that he had received a telephone call from Mr. Hayes regarding the Offer.

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 Enterprises and Media to serve on the Special Committee. During the course of 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 agree to do so if the Board appointed her to the Special Committee.

Mr. Evans conferred with Ms. Baranco and determined that they would promptly begin taking actions in an informal manner (with the understanding that the Board would likely formally appoint them as members of special committee) because of the 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 this 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, Enterprises and Media 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 this 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 financial officer, corporate secretary, assistant corporate secretary and outside counsel of the Company to discuss the Specials 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 are also officers of Enterprises. Later that morning, Ms. Baranco and Mr. Evans received from the corporate secretary and general counsel of the Company, Media and Enterprises, lists of law firms and investment banking firms with which Enterprises, Media or their affiliates has a relationship. Subsequent to receiving these lists from the Company, Ms. Baranco and Mr. Evans met telephonically to discuss these lists and then considered several national law firms not on the list. 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.

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Between March 23 and March 25, 2009, with the assistance of their 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, the 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 participated, Ms. Baranco and Mr. Evans discussed at length the merits of several investment banking firms that could act as their 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. 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 March 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 Enterprises and Media, following which the terms of the resolutions to be adopted by the Board creating the Special Committee were agreed upon. 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 their independent legal and financial advisors. The Board authorized the Special Committee to consider the Offer and make a recommendation, whether favorable, unfavorable or neutral, on behalf of the Board to the Company’s stockholders and to take such actions, including the hiring of outside advisors to permit the Special Committee to carry out its responsibilities. The Special Committee was given no other authority, including the authority to negotiate the terms of the Offer. 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.

On March 26 and March 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 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 clarify one element of the discounted cash flow valuation methodology developed by Media and Enterprises’ financial advisor and that was reflected in the Schedule TO.

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Also, that same day, Media and Enterprises’ outside counsel forwarded to the Special Committee’s outside counsel an e-mail correspondence from the chief financial officer of Media, responding to a request from the Company’s chief financial officer, and confirming that the materials that Media and Enterprises’ outside counsel had previously provided to the Special Committee’s outside counsel on March 27, 2009, were, in fact, all 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 Company common stock that was derived from stock holding information provided by the Company in the ordinary course.

On March 31, 2009, the Special Committee, its outside counsel and financial advisor, and members of the Company’s management met telephonically. Gleacher provided the Company with an overview of its report and asked Robert F. Neil, the Company’s president and chief executive officer, and Charles L. Odom, the Company’s chief financial officer, 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 Gleacher. 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.

Gleacher then continued to give the Special Committee an overview of its report and its underlying analysis, and responded to questions from the Special Committee. The Special Committee then 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. 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 this Schedule 14D-9 and is incorporated herein by reference.

Reasons for the Special Committee’s Recommendation.

In reaching its recommendation that the Offer Price is fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises), the Special Committee considered a number of factors, including the following:

Dramatic Change in the Company’s Operating Environment Brought About by Current Economic Conditions. In its deliberations, the Special Committee was keenly aware of the unprecedented contraction in the global and U.S. domestic economies and the dramatic adverse impact of that economic contraction on the Company’s financial condition and operating performance, as well as on the market valuation of the Company and other radio broadcast companies. The Special Committee was informed that current economic conditions had caused advertisers, especially advertisers in the automotive, financial services and home improvement industries, who constitute a significant portion of the Company’s revenues, to reduce significantly their advertising spending, thus having a significant adverse impact on the Company’s revenues, EBITDA and operating cash flow. Management of the Company prepared a forecast in February 2009 (the “February Forecast”) for the remainder of 2009 which reflected estimated EBITDA (as defined below under “—Non-GAAP Financial Measures” of $69 million as compared to actual EBITDA of $132 million and $154 million for fiscal years 2008 and 2007, or 48% and 55% less, respectively. In light of the dramatic decline in the economy which has

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particularly affected sectors from which the Company derives a substantial portion of its revenues, the Special Committee believes that the decline in the Company’s value is not temporary and, as a consequence, the historical valuations of the Company are no longer reflective of its current intrinsic value. Moreover, while the Special Committee believes that the Company’s operating environment will improve over time, the Special Committee does not believe, based on the financial analyses it reviewed and its own judgment of the economic environment, that it is reasonable to assume that the Company will attain growth rates required to achieve future financial results comparable to the Company’s historical financial results.

Opinion of Financial Advisor. The Special Committee took into account the presentations from its independent financial advisor, Gleacher, and its oral opinion, subsequently confirmed in writing, that, as of the date of the opinion and based upon and subject to the assumptions, qualifications and limitations set forth in the opinion, the Offer Price to be received by holders of the Shares (other than Media and Enterprises) in the Offer was fair, from a financial point of view, to such holders (the full text of the Gleacher written opinion, dated April 1, 2009, is filed as Exhibit (a)(5)(C) to this Schedule 14D-9 and should be read in its entirety). In evaluating Gleacher’s presentation, the Special Committee was aware that Gleacher would receive the fees described under Item 5 of this Schedule 14D-9. The Special Committee concluded, based on its discussion with the Company’s management, that analyses performed by Gleacher based upon or derived from the February Forecast should take into account the possibility that the Company’s performance may be different than that reflected in management’s projections, particularly given the Company’s performance for the first quarter of 2009.

Financial and Business Prospects of the Company and Management’s Projections of Future Performance. The Special Committee considered the projections of the Company’s future performance prepared by the Company’s management and in particular the February Forecast. In this regard, the Special Committee considered the Company’s historical financial performance and how it compared to management’s projections of performance for future periods. The Special Committee also considered management’s opinion of the lower projected growth rates of the Company’s advertising revenues given current global and U.S. domestic economic conditions and prospects for a recovery in the near term and the foreseeable future.

As part of its evaluation of the Offer, the Special Committee asked the Company’s management to provide the Special Committee with an update on the Company’s actual operating performance and financial condition through March 2009. The Company’s management informed the Special Committee that, while the operating environment was stabilizing, the March 2009 results were below what had been projected in the February Forecast. The Special Committee’s assessment of the Company’s ongoing performance for 2009 and beyond, was helpful in placing in context the discounted cash flow analysis prepared by Gleacher (as described under “—Opinion of Financial Advisor” below) and suggested that the market valuation for the Shares would be at the lower end of the range reflected in Gleacher’s analyses and below the Offer Price.

Risk of Default under the Company’s Revolving Line of Credit. Under the Company’s bank revolving credit facility (the “Revolving Credit Facility”), the Company must maintain compliance with certain covenants, including a covenant to maintain a leverage ratio of less than 5.0 times the trailing 12 months operating cash flow. The Special Committee recognized that the Company may not satisfy this leverage ratio covenant by the fourth quarter of 2009 if conditions worsened relative to the February Forecast. The Special Committee also understood that if the Company either breached this leverage ratio covenant or asked its lenders for a waiver of or amendment to the covenant, the Company would likely incur additional significant costs with respect to the Revolving Credit Facility, including additional fees and a higher interest rate, which would adversely impact the Company’s future financial results.

Absence of Alternative Transactions. The Special Committee considered the fact, as confirmed by a letter dated March 22, 2009 to the Board, that Enterprises is interested only in acquiring the Shares not 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. In light of Enterprises’ intentions, the Special Committee concluded that realization of third party sale value or causing a sale of a substantial portion, in a liquidation, break-up or

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similar transaction, of the Company’s assets were not alternatives available to the Company. Consequently, the Special Committee considered a transaction with Enterprises or continuing the Company as a publicly-traded company, with Enterprises remaining as controlling stockholder, as the only practical alternatives available. Maintaining the Company as a publicly-traded company meant stockholders only could realize trading values for their Shares and that those trading values were likely to be significantly less than the Offer Price in the near term and also for the foreseeable future given the current operating environment and future prospects for the Company.

Conditions to Consummation. The Special Committee considered the fact that the Offer is subject to satisfaction of or, if permitted, waiver of several conditions, including (i) the non-waivable condition that there shall have been validly tendered and not withdrawn before the Offer expires, Shares that constitute at least a majority of the outstanding Shares not owned by Media or Enterprises or their respective affiliates or the directors and executive officers of the Company, Media or Enterprises (other than the Special Committee members) immediately prior to the expiration of the Offer; and (ii) the waivable condition by Enterprises and Media in their sole discretion that there shall have been validly tendered and not withdrawn before the Offer expires, Shares that constitute at least 90% of the outstanding Shares after giving effect to the conversion of the shares of Class B Common Stock held by Media into Shares on a one-for-one basis.

Holders of Majority of Public Shares Determine Whether Transaction Is Completed Without Coercion. The Special Committee believes that Media will effect a prompt consummation of a short-form merger if Media acquires ownership of at least 90% of the Shares pursuant to the Offer. The Special Committee also believes Media’s ability and intent to initiate a “subsequent offering period” after the Shares are first accepted for payment pursuant to the Offer. These measures provide assurances to holders of Shares that such holders may receive the Offer Price in cash for each of their Shares as soon as practicable, even if they choose not to tender their Shares during the “initial offering period.” Consequently, the Special Committee concluded that the non-waivable condition of the Offer that a majority of the minority tender their Shares would permit the holders of a majority of the publicly owned Shares to decide if the Offer should be completed by choosing whether to tender their Shares without coercion or any penalty for not tendering their Shares.

Appraisal Rights. The Special Committee took into consideration the fact that stockholders who do not tender their shares pursuant to the Offer may dissent from the short-form merger (if the merger occurs) and may demand appraisal of the fair value of their shares under the DGCL, whether or not a stockholder vote is required to approve the merger. See Item 8 “—Additional Information—Appraisal Rights” below.

Non-GAAP Financial Measures.

The Company utilizes certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) to assess its financial performance. A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance that: (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the statement of income or statement of cash flows; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measure so calculated and presented.

The non-GAAP financial measures used here are EBITDA and operating cash flow. EBITDA is defined as operating income (loss) plus depreciation and amortization, impairment of intangible assets and net losses on sales of assets. Operating cash flow is defined as EBITDA plus long-term incentive plan expense.

The Company’s management believes that EBITDA and operating cash flow provide management useful data to evaluate the Company’s overall financial condition and operating results. The Company’s management also believes that these measures are useful to an investor in evaluating the Company’s performance, because they are commonly used financial analysis tools for measuring and comparing media companies. EBITDA and

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operating cash flow should not be considered as alternatives to operating income or net income as an indicator of the Company’s financial performance. Operating cash flow should not be considered an alternative to net cash provided by operating activities as a measure of liquidity. These non-GAAP financial measures may not be comparable to similarly titled measures.

Opinion of Financial Advisor.

Gleacher delivered to the Special Committee its oral opinion on April 1, 2009, subsequently confirmed in writing, to the effect that, as of such date, the Offer Price to be paid in connection with the Offer is fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises).

The Special Committee considered a presentation from Gleacher that included detailed analyses, including: (a) an analysis of the premium to be paid by Media in the Offer relative to the Company’s historical prices for the Shares; (b) a discounted cash flow analysis that considered the present aggregate value of the projected free cash flows for the Company, assuming it remained independent and based on projections provided to Gleacher by the Company; (c) a premiums paid analysis that investigated the premiums paid for minority interests in cash transactions in the United States that Gleacher deemed relevant; and (d) selected public company analysis of the current trading multiples of public companies whose operating characteristics or industry focus Gleacher believes resemble those of the Company. In addition, Gleacher discussed with the Special Committee the Company’s current financial covenants and the potential impact of the future cash flows of the Company based on projections provided by the Company on the financial debt covenants of the Company.

In conducting its analyses and arriving at its opinion, Gleacher: (a) reviewed certain publicly available financial statements and other information of the Company; (b) reviewed certain internal financial statements and other financial and operating data concerning the Company prepared by Company management; (c) analyzed certain financial forecasts prepared by Company management; (d) discussed the past and current operations and financial condition and the prospects of the Company with Company management; (e) reviewed the reported prices and trading activity for the Shares; (f) compared the financial performance of the Company and the prices and trading activity of the Shares with that of certain other publicly traded companies and their securities that Gleacher considered comparable to the Company in certain respects; (g) reviewed the financial terms, to the extent publicly available, of certain transactions that Gleacher considered comparable to the Offer in certain respects; (h) reviewed the Schedule TO and certain related documents; and (i) reviewed such other information, performed such other analyses and considered such other factors as Gleacher deemed appropriate.

The summary of such analyses does not purport to be a complete description of the analyses underlying the opinion of Gleacher. In arriving at its opinion, Gleacher did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Gleacher believes that its analyses must be considered as a whole and that selecting portions of its analyses or portions of the factors considered by it, without considering all analyses and factors, would create an incomplete view of the processes underlying such analyses and its opinion. In its analyses, Gleacher made numerous assumptions with respect to the Company, industry performance, general business, economic, market and financial conditions and other matters. Because such estimates are inherently subject to substantial uncertainty, none of the Company, Gleacher or any other person assumes responsibility for their accuracy.

The Gleacher opinion, which is filed as Exhibit (a)(5)(C) to this Schedule 14D-9 and is incorporated herein by reference, sets forth the procedures followed, assumptions made, matters considered in and the limitations on the review undertaken by Gleacher in providing its opinion. The Company’s stockholders are encouraged to read the opinion of Gleacher carefully and in its entirety. The opinion of Gleacher was addressed to and presented for the benefit of the Special Committee in connection with its consideration of the Offer and is directed only to the fairness from a financial point of view of the consideration to be received by the Company’s stockholders, other than Media and Enterprises, pursuant to the Offer and does not constitute a recommendation as to whether the

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Company’s stockholders should accept or reject the Offer. Gleacher was retained to serve as an advisor to the Special Committee and not as an advisor to or agent of the Company, the Board or any of the Company’s stockholders. Its opinion does not constitute a recommendation to any stockholder as to whether such stockholder should tender any Shares pursuant to the Offer or any matter related thereto.

The following is a summary of the material financial analyses used by Gleacher in connection with delivering its opinion to the Special Committee. The financial analyses summarized below include information presented in tabular format. To fully understand the financial analyses used by Gleacher, the tables must be read together with the text of each summary. Considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Gleacher’s opinion.

Historical Trading Analysis

Gleacher reviewed the historical trading prices and volumes for the Shares for the period from March 20, 2008 to March 20, 2009 (last trading date prior to the commencement of Offer). Gleacher noted the average closing prices for the one month ($4.07), three months ($5.08), six months ($5.88) and one year ($8.75) prior to the commencement of the Offer. Gleacher noted that the Offer Price represents a discount of 70.9% to the highest closing price for that period ($13.05, on May 15, 2008) and a premium of 26.2% over the lowest closing price for that period ($3.01, on March 10, 2009).

Gleacher also reviewed the recent stock price performance of the Shares in comparison to the stock price performance of (i) the S&P 500 Index and (ii) a market capitalization weighted index of selected public companies that Gleacher determined were comparable to the Company in certain respects for a period from March 27, 2008 to March 27, 2009.

The selected public company index includes Entercom Communications, Cumulus Media, Beasley Broadcast, Radio One, Citadel Broadcasting, Emmis Communications, Saga Communications, Salem Communications and Regent Communications (collectively, the “Selected Public Company Index”). No company used in the Selected Public Company Index is identical to the Company because of differences in the business mix, markets served, operations, and other characteristics of the Company and the companies used in the Selected Public Company Index.

The foregoing historical trading analysis was presented to the Special Committee to provide it with background information and perspective with respect to the relative historical share prices and share price performances of the Company.

Discounted Cash Flow Analysis

As part of its analysis and in order to estimate the present value of the Shares, Gleacher prepared a discounted cash flow analysis for the Company for the purpose of determining the equity value per Share. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. The term “present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

Gleacher calculated the unlevered free cash flows that the Company expects to generate in fiscal years 2009 through 2013 based upon financial projections prepared by the Company’s management.

Financial Projections ($ in millions)

	2009E		2010E		2011E		2012E		2013E
Operating Cash Flow	$	74	$	76	$	79	$	82	$	85

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Gleacher also calculated the terminal value for the Company by applying, based on guidance from the Company’s management and Gleacher’s judgment and experience, a 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.

The unlevered free cash flows and the terminal value were then discounted to present value using a range of discount rates from 9% to 12%. The discount rate range was based upon an analysis of the weighted average cost of capital of the Company conducted by Gleacher.

A summary of the implied range of per share prices for the Shares based on the foregoing is set forth below:

	Weighted Average Cost of Capital
Perpetuity Growth Rate	9%		10%		11%		12%
1%	$	2.59	$	1.81	$	1.19	$	0.67
2%		3.33		2.37		1.62		1.01
3%		4.32		3.09		2.16		1.43

Minority Interest Premiums Paid Analysis

Gleacher analyzed the consideration to be received by the Company’s stockholders for the Shares in the Offer relative to the Company’s historical prices for the Shares. The following table lists the percentage premium of the Offer Price as compared to the closing prices for the Shares one-day, one-week and four-weeks prior to the commencement of the Offer.

	Premium to Price Prior to Offer (March 23, 2009)
Offer Price	1 Day		1 Week		4 Weeks
$3.80	15.2	%	16.9	%	(24.9	)%

Gleacher reviewed publicly available information with respect to the following selected offers to acquire minority interests made since January 1, 2004 in which the consideration was cash and whereby the acquiror owned more than 50% of the shares of the target prior to the offer:

Date Announced	Target	Acquiror
March 25, 2009	Hearst-Argyle Television	Hearst Corp.
October 22, 2008	Buckeye GP Holdings	ArcLight and Kelso & Co.
March 10, 2008	Nationwide Financial Services	Nationwide
October 23, 2007	Waste Industries USA	Management, Macquarie & GS
August 24, 2007	Hearst-Argyle Television	Hearst Corp.
July 18, 2007	Alfa Corp.	The Mutual Group
February 23, 2007	Great American Financial Res.	American Financial Group
October 9, 2006	NetRatings	VNU Group BV
March 21, 2006	Erie Family Life Insurance Co.	Erie Indemnity
March 17, 2006	William Lyon Homes	General William Lyon
September 1, 2005	7-Eleven, Inc.	Seven-Eleven Japan Co.
April 27, 2005	William Lyon Homes	General William Lyon
April 14, 2005	Rubicon Medical Corp.	Boston Scientific
August 2, 2004	Cox Communications	Cox Enterprises
February 20, 2004	Johnson Outdoors	The Johnson Family

For each transaction, Gleacher analyzed, based on the initial and final offers, the premium offered by the acquiror to the price of the target’s shares one day and four-weeks prior to the initial announcement of the transaction.

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A summary of the reference range of premiums in minority interest offers is set forth below:

	Initial Offer Price Premium (Discount) Prior to Offer (March 23, 2009)				Final Offer Price Premium (Discount) Prior to Offer (March 23, 2009)
	1 Day		4 Weeks		1 Day		4 Weeks
Mean	26	%	30	%	36	%	39	%
Median	16	%	12	%	32	%	26	%
High	95	%	147	%	95	%	147	%
Low	6	%	(1	)%	7	%	7	%

Selected Public Company Analysis

Using publicly available information, Gleacher reviewed the market values and trading multiples of the Company and the companies used in the Selected Public Company Index. Although the companies used in the Selected Public Company Index were compared to the Company for the purposes of this analysis, no company used in the selected public company analysis is identical to the Company, because of differences between the business mix, markets served, operations, and other characteristics of the Company and the companies used in the Selected Public Company Index.

As part of its selected public company analysis, Gleacher analyzed the selected public companies in terms of their enterprise value, which is their equity market value, plus debt, plus the value of preferred securities and minority interests less cash and cash equivalents. Equity values were based on closing prices as of March 27, 2009. The enterprise values were calculated using two separate methods for the value of debt.

The value of debt was computed on a book and market value basis. The book value of debt is the outstanding debt at face value. The market value of debt is defined as book value of debt multiplied by the most recent trading price for each traded debt instrument. For debt instruments with no available quoted price, estimated market price is equal to the average closing price of the available publicly quoted debt prices of the selected public company universe. Debt prices were based on closing prices as of March 27, 2009.

Gleacher then compared the enterprise values to 2008 actual and 2009 management and market estimates for Revenue and EBITDA. Market estimates are IBES consensus estimates from Bloomberg as of March 23, 2009. The management and market estimates are set forth below ($ in millions):

	2008A		Management Estimate 2009E		Market Estimates 2009E
Revenue	$	410	$	342	$	354
EBITDA		132		69		82

For comparative purposes, all figures were adjusted for unusual and non-recurring items and were calendarized to a December fiscal year end.

A summary of the reference range of market trading multiples is set forth below:

	Book Value of Debt								Market Value of Debt
	EV / Revenue				EV / EBITDA				EV / Revenue				EV / EBITDA
	2008A		2009E		2008A		2009E		2008A		2009E		2008A		2009E
Mean	1.86	x	2.11	x	7.1	x	9.1	x	0.83	x	0.94	x	3.1	x	3.9	x
Median	1.99		2.18		7.1		9.2		0.88		1.02		3.0		4.0
High	2.43		2.62		9.2		16.5		1.31		1.40		4.5		8.6
Low	1.02		1.11		4.3		5.0		0.46		0.50		1.9		2.2
Company @ Offer Price (Management Estimate)	1.69		2.03		5.3		10.1		1.69		2.03		5.3		10.1
Company @ Offer Price (Market Estimate)	1.69		1.96		5.3		8.5		1.69		1.96		5.3		8.5

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In evaluating the companies used in the Selected Public Company Index, Gleacher relied on publicly available equity research estimates, which are based in part on judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters, many of which are beyond the control of the Company, such as the impact of competition on the business of the Company, as well as industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company or the industry or in the markets generally. Mathematical analysis, such as determining the mean and median, is not in itself a meaningful method of using selected public company data.

Financial Covenants

Gleacher also discussed with the Special Committee the Company’s current financial covenants and the potential impact of the future cash flows of the Company based on projections provided by the Company’s

management on certain covenants in the Revolving Credit Facility.

Based on the Company’s current projections, the Company’s projected leverage ratio in the fourth quarter of 2009 (obtained by dividing the net debt of the Company by its last 12 months operating cash flow) will be close to the 5.0 times net debt to operating cash flow covenant limit under the Revolving Credit Facility. If the Company’s leverage ratio exceeds the 5.0 times covenant limit, the Company’s lenders could declare an event of default and exercise the remedies under the Revolving Credit Facility. If an event of default occurs, the Company may incur significant costs and expenses, as a result of amending the Revolving Credit Facility, or otherwise.

Miscellaneous

Pursuant to the terms of the engagement letter dated March 31, 2009, the Special Committee agreed to cause the Company to pay Gleacher a fee upon filing by the Company of this Schedule 14D-9. The Company also agreed under certain circumstances to indemnify Gleacher and related persons against liabilities in connection with its engagement.

The foregoing discussion of the Special Committee’s reasons for its recommendation to accept the Offer is not intended to be exhaustive, but describes all of the material reasons underlying the Special Committee’s recommendation. The Special Committee did not find it practicable to, and did not quantify or otherwise assign relative weights to, the specific reasons underlying its recommendation. Rather, the Special Committee viewed its recommendation as being based on the totality of the information and factors presented to and considered by the Special Committee.

Intent to Tender.

To the Company’s knowledge, after making reasonable inquiry, each of the Company’s executive officers, directors and affiliates (other than Media and Enterprises) intends 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), subject to applicable personal considerations (including tax planning) and securities laws (including Section 16(b) of the Securities Exchange Act of 1934, as amended).

Item 5. Persons/Assets, Retained, Employed, Compensated or Used.

The Special Committee has retained Gleacher as its financial advisor in connection with, among other things, the Special Committee’s analysis and consideration of, and response to, the Offer. Pursuant to the terms of the engagement, the Special Committee and the Company have agreed to pay Gleacher a financial advisory fee of $1,250,000, payable by the Company upon filing by the Company of this Schedule 14D-9. The Special Committee and the Company have further agreed to reimburse Gleacher for its reasonable expenses, including

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attorneys’ fees and disbursements, and to indemnify Gleacher and related persons against certain liabilities relating to or arising out of its engagement.

Except as set forth above, none of the Special Committee, the Company nor any person acting on their behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations to the Company’s stockholders with respect to the Offer.

Item 6. Interest in Securities of the Subject Company.

No transactions with respect to the Shares have been effected by the Company or, to the knowledge of the Company, by any of its executive officers, directors, or affiliates during the last 60 days, except as set forth below:

Name of Person	Transaction Date	Number of Shares	Price per Share		Nature of Transaction
Richard Reis	February 2, 2009	8,866	$	5.14	Withholding of Shares (1)
Neil O. Johnston	March 6, 2009	9,842		5.14	Withholding of Shares (1)
Robert F. Neil	March 17, 2009	4,615		3.36	Withholding of Shares (1)

(1) Represents the Shares withheld by the Company under the Company’s long-term incentive plan to satisfy withholding tax liability incident to the vesting of awards originally issued under such plan.

Name of Person	Transaction Period	Number of Shares Purchased During the Period	Average Price Per Share(1)		Nature of Transaction
Company	February 1, 2009 to February 28, 2009	475,500	$	5.30	Company Share Repurchase
Company	March 1, 2009 to March 31, 2009	164,900	$	4.59	Company Share Repurchase
Company	April 1, 2009 to April 3, 2009	None		NA	NA

(1) Purchase price excludes commissions

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

For the reasons discussed in Item 4 “The Solicitation or Recommendation—Reasons for the Special Committee’s Recommendation,” 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). Accordingly, the Special Committee recommends, on behalf of the Company, that the Company’s stockholders accept the Offer and tender their shares pursuant to the Offer. Except as described in this Schedule 14D-9 or as incorporated in this Schedule 14D-9 by reference, neither the Special Committee nor the Company has any knowledge of any negotiation being 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 this Schedule 14D-9 or the Offer, 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.

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Item 8. Additional Information.

Appraisal Rights.

Holders of the Shares do not have appraisal rights in connection with the Offer. However, if a short-form merger involving the Company is consummated, holders of the Shares immediately prior to the effective time of the merger will have certain rights under the provisions of Section 262 of the General Corporation Law of Delaware (“DGCL”), including the right to dissent from the merger and demand appraisal of, and to receive payment in cash for the fair value of, their Shares. Dissenting stockholders who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their Shares (excluding any appreciation or depreciation in anticipation of the Offer or any subsequent merger) and to receive payment of such fair value in cash, together with a fair rate of interest thereon, if any. Any such judicial determination of the fair value of the Shares could be based upon factors other than, or in addition to, the price per Share to be paid in the Offer or any subsequent merger or the market value of the Shares. The value so determined could be more or less than the price per Share to be paid in the Offer or any subsequent merger.

If the Offer closes and the short-form merger occurs, you will be sent a separate notice of merger and appraisal rights, which will explain the steps that need to be taken if you determine to pursue appraisal rights. You do not need to take action now. The foregoing summary of the rights of stockholders seeking appraisal rights under Delaware law does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The perfection of appraisal rights requires strict adherence to the applicable provisions of the DGCL. If a stockholder withdraws or loses his right to appraisal, such stockholder will only be entitled to receive the price per Share to be paid in the merger, without interest.

Litigation.

Subsequent to the announcement of the Offer, a total of three civil actions challenging the transactions contemplated by the Offer were commenced, two in the Delaware Chancery Court (the “Delaware Actions”) and one in the Superior Court of Gwinnett County in Georgia (the “Georgia Action” and, together with the Delaware Actions, the “Actions”). One Delaware Action is captioned George Leon v. Cox Radio, Inc., et al., Case No. 4461 (filed March 27, 2009). The other Delaware Action is captioned Coral Springs Police Pension Fund v. Cox Radio, Inc., et al., Case No. 4463 (filed March 30, 2009). The Georgia Action is captioned Ruthellen Miller v. James C. Kennedy, et al., Case No. 09-A-02921-9 (filed March 30, 2009). In each Delaware Action, the Company, its nine directors and Enterprises are named as defendants. In one Delaware Action, Media is also named as a defendant. In the Georgia Action, the Company, its nine directors, Enterprises and Media are named as defendants. 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 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 for unjust enrichment. Each Delaware Action and the portion of the Georgia Action that is not brought derivatively purport 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 Delaware Action seeks to enjoin or rescind the transactions contemplated by the Offer. The Georgia 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 this Schedule 14D-9, respectively, and are incorporated herein by reference.

Anti-Takeover and Other Provisions in the Certificate of Incorporation that Could Delay or Deter a Change of Control.

The Company’s certificate of incorporation provides that a special meeting of stockholders may be called only by the Board. The principal effect of this provision is to prevent stockholders from forcing a special

18

meeting. In addition, the Company’s certificate of incorporation provides that any action required by the DGCL to be taken at any annual or special meeting of stockholders, and any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of shares of the outstanding stock having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. However, if stockholder action is taken by written consent, the Company, in accordance with the rules and regulations of the Commission, will be required to send each stockholder entitled to vote on the matter voted on, but whose consent was not solicited, a written information statement at least 20 calendar days prior to the earliest date on which the corporate action may be taken. Such information statement will contain information substantially similar to that which would have been contained in a proxy statement complying with Schedule 14A of the Securities Exchange Act of 1934, as amended.

The Company’s certificate of incorporation provides that a stockholder must furnish written notice to the corporate secretary of any nomination or business proposal to be brought before a stockholders meeting not less than 30 nor more than 60 days prior to the meeting as originally scheduled. In the event that less than 40 days’ public notice of a meeting is given by the Company, a stockholder must furnish notice of a nomination or business proposal not later than the close of business on the tenth day following the mailing or the public disclosure of notice of the meeting date. These procedures prohibit last minute attempts by any stockholder to nominate a director or present a business proposal at an annual stockholders meeting.

In addition to Media’s ownership of 97.2% of the voting power of the outstanding shares of the common stock of the Company, which could have the effect of delaying or preventing a change of control of the Company, the provisions set forth above could also have the effect of delaying or deferring a change of control.

Delaware Anti-Takeover Statute.

In general, Section 203 of the DGCL prevents an “interested stockholder” (defined to include a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) from engaging in a business combination (defined to include mergers and certain other transactions) with such corporation for three years following the date such person became an interested stockholder unless, among other things, the “business combination” is approved by the board of directors of such corporation prior to the date such person became an interested stockholder. The Company’s certificate of incorporation, however, provides that the Company shall not be governed by Section 203 of the DGCL. Therefore, the restrictions of Section 203 are inapplicable to the Offer.

Regulatory Approval.

The Company is not aware of any material filing, approval or other action by or with any governmental authority or regulatory agency that would be required for the consummation of the Offer or of Media’s acquisition of the Shares in the Offer.

Cautionary Note Regarding Forward-Looking Statements.

This Schedule 14D-9 includes “forward-looking” statements, which are statements that relate to our future plans, earnings, objectives, expectations, performance and similar projections, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from the results expressed or implied in these forward-looking statements due to various risks, uncertainties or other factors. These factors include competition within the radio broadcasting industry, advertising demand in our markets, the possibility that advertisers may cancel or postpone schedules in response to political events, competition for audience share, and our ability to generate sufficient cash flow to meet our debt service obligations and finance operations. For a more detailed discussion of these and other risk factors, see the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

19

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)(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., Case No. 4461, Delaware Chancery Court (filed March 27, 2009).
(a)(5)(E)	Coral Springs Police Pension Fund v. Cox Radio, Inc., et al., Case No. 4463, 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).
(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.

20

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:	/s/ Charles L. Odom
Name:	Charles L. Odom
Title:	Chief Financial Officer

Dated: April 3, 2009

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

Exhibit (a)(2)(A)

April 3, 2009

Dear Stockholder:

On March 23, 2009, Cox Media Group, Inc., an indirect and wholly owned subsidiary of Cox Enterprises, Inc., commenced a tender offer to purchase all of the outstanding shares of Class A common stock of Cox Radio, Inc. not already owned by Cox Media Group for $3.80 per share in cash without interest.

The Board of Directors of Cox Radio established a Special Committee, comprised of independent directors who are neither affiliated nor associated with Cox Media Group or Cox Enterprises, to review and evaluate the tender offer.

The Special Committee has unanimously determined that the tender offer is fair, from a financial point of view, to Cox Radio’s stockholders (other than Cox Media Group and Cox Enterprises). Accordingly, the Special Committee unanimously recommends, 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.

In making its determination, the Special Committee carefully considered a number of factors, including the written opinion of Gleacher Partners, LLC, financial advisor to the Special Committee, to the effect that the $3.80 per share cash consideration to be received by Cox Radio stockholders in the tender offer is fair, from a financial point of view, to the stockholders of the Company (other than Media and Enterprises).

Enclosed with this letter is a Solicitation/Recommendation Statement on Schedule 14D-9 that contains the recommendation of the Special Committee, which explains the reasons behind the recommendation and also discusses the background of the tender offer. The full text of the Gleacher Partners opinion is attached as Exhibit (a)(5)(C) to the Schedule 14D-9.

The Special Committee encourages you to review the enclosed Schedule 14D-9 in its entirety because it contains important information.

Thank you for your careful consideration of this matter.

Sincerely,
	/s/    JUANITA P. BARANCO
	/s/    NICK W. EVANS, JR.
	Juanita P. Baranco and Nick W. Evans, Jr. Members of the Special Committee

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

Exhibit (a)(2)(B)

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 Charles Odom Chief Financial Officer Cox Radio, Inc. 678-645-4315 Analysts, Investors, Press or Media Chris Plunkett Brainerd Communicators, Inc. 212-986-6667 plunkett@braincomm.com

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

Exhibit (a)(2)(C)

NEWS

FOR IMMEDIATE RELEASE

Cox Radio, Inc. Forms Special Committee to Evaluate Cox Media Group’s Tender Offer

ATLANTA, April 1, 2009—Cox Radio, Inc. (NYSE: CXR) announced today that its board of directors has formally formed a special committee to consider the tender offer commenced 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.

The special committee consists of Juanita P. Baranco and Nick W. Evans, Jr. Our board of directors has 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 expects to file and distribute a Schedule 14D-9 containing its position with respect to the tender offer by April 3, 2009 and advises stockholders to take no action at this time until the special committee has had a chance to consider the tender offer.

The special committee has retained Gleacher Partners LLC as its financial advisor and DLA Piper LLP (US) as its legal advisor. Cox Enterprises and Cox Media Group have retained Citigroup Global Markets Inc. as their financial advisor and Dow Lohnes PLLC as their legal advisor.

Cox Radio stockholders are advised to read the solicitation/recommendation statement when it becomes available because it will contain important information. Stockholders may obtain a free copy of the solicitation/recommendation statement as well as any other documents filed by us and by Cox Media Group in connection with the tender offer free of charge at the Commission’s Web site 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.

Forward-Looking Statements

Statements in this release, including statements relating to any response to the tender offer, are “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are statements that relate to future plans, objectives and expectations, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from the results expressed or implied in these forward-looking statements due to various risks, uncertainties or other factors. These factors include the ability of the special committee to complete its review of the price per share offered by Cox Media Group within 10 business days of the commencement of the tender offer and other risk factors described from time to time in Cox Radio’s filings with the Securities and Exchange Commission, including Cox Radio’s annual report on Form 10-K for the year ended December 31, 2008. Cox Radio assumes no responsibility to update the forward-looking statements contained in this release as a result of new information, future events or otherwise.

Contact:
Analysts and Investors	Analysts, Investors, Press or Media
Charles Odom Chief Financial Officer Cox Radio, Inc. 678-645-4315	Chris Plunkett Brainerd Communicators, Inc. 212-986-6667 plunkett@braincomm.com

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

Exhibit (a)(5)(A)

James C. Kennedy

Chairman of the Board

March 22, 2009

Members of the Board:

Cox Enterprises, Inc. (CEI) is pleased to offer to acquire the outstanding shares of Class A common stock of Cox Radio, Inc. not currently owned by CEI or its subsidiaries at a purchase price of $3.80 per share. CEI’s offer is being made directly to Cox Radio’s public shareholders. Through this offer it is our intention that Cox Radio will become an indirect, wholly-owned subsidiary of CEI.

We believe that the price to be paid in our offer is fair to the shareholders of Cox Radio other than CEI, Cox Media Group, Inc. (Media) and their respective affiliates. This offer price represents premiums of approximately 15.2% and 21.8% over the closing price and 10-day volume-weighted average closing price, respectively, of Cox Radio’s Class A common stock on the New York Stock Exchange on March 20, 2009.

We believe our proposal makes great sense for CEI and its future. CEI has a commitment to developing media businesses even in the current challenging economic environment and as a private company can take a long-term perspective. The competitive demands of the radio broadcast industry when balanced against the need for a public company to be vigilant with respect to short-term results have convinced us that private ownership of this business is desirable and will assist Cox Radio in attaining its business objectives. Further, in the last year, CEI has pursued cost saving synergies and explored potential collaborative growth strategies for its media businesses. We believe that this transaction could be beneficial to these efforts.

We expect that the Board of Directors of Cox Radio will form a special committee of independent directors to respond to our proposal on behalf of Cox Radio’s public shareholders by recommending, rejecting or taking no position with respect to our proposal. We also encourage the special committee to retain its own legal and financial advisors to assist in its function. CEI would welcome the opportunity to present its proposal to Cox Radio and/or a special committee of Cox Radio’s Board of Directors as soon as possible.

Our offer will include a non-waivable condition requiring the tender of a majority of the shares of Class A common stock held by Cox Radio’s public shareholders other than CEI, Media or their respective affiliates, or the executive officers and directors of CEI, Media and Cox Radio (other than directors of Cox Radio that may constitute any special committee of independent directors formed to consider the tender offer), and a commitment to promptly complete a short-form merger if a sufficient number of Cox Radio Class A common shares are tendered to bring CEI’s ownership interest in the Cox Radio Class A common shares to at least 90% of the outstanding shares of Cox Radio. In the short-form merger, the remaining Cox Radio public shareholders would receive the same consideration as in the tender offer, except potentially for those shareholders who choose to exercise their appraisal rights pursuant to applicable law.

6205 Peachtree Dunwoody Road — Atlanta, Georgia 30328 — Phone: 678-645-0999 — Fax: 678-645-1996

www.coxinc.com

In considering our proposal, you should be aware that we are interested only in acquiring the publicly held Cox Radio shares and we will not sell our stake in Cox Radio or consider any strategic transaction involving the Corporation other than the proposal outlined here.

In the morning, we will file a Schedule 13D amendment, and as such, we feel compelled to issue a press release. A copy of the press release announcing our intention to commence this process is attached for your information. We intend to issue the press release before the market opens in the morning.

Thank you for your consideration.

2

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

Exhibit (a)(5)(B)

FOR IMMEDIATE RELEASE

COX RADIO COMMENTS ON COX ENTERPRISES TENDER OFFER

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.

About Cox Radio (www.coxradio.com )

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.

Forward-Looking Statements

Statements in this release, including statements relating to the formation of a special committee and any response to the tender offer, are “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are statements that relate to future plans, objectives and expectations, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from the results expressed or implied in these forward-looking statements due to various risks, uncertainties or other factors. These factors include the ability of the Board of Directors to form the special committee quickly, the ability of the special committee to review the price per share offered by Cox Media Group within ten business days, and other risk factors described from time to time in Cox Radio’s filings with the Securities and Exchange Commission, including Cox Radio’s Annual Report on Form 10-K for the year ended December 31, 2008. Cox Radio assumes no responsibility to update the forward-looking statements contained in this release as a result of new information, future events or otherwise.

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)(C)

Exhibit (a)(5)(C)

April 1, 2009

The Directors of The Special Committee

Cox Radio, Inc.

6205 Peachtree Dunwoody Road

Atlanta, GA 30328

Dear Ms. Baranco and Mr. Evans:

We understand that Cox Media Group, Inc., a Delaware Corporation (“Cox Media”), an indirect wholly-owned subsidiary of Cox Enterprises, Inc., a Delaware Corporation (“Cox Enterprises”), has tendered by means of a cash tender offer (the “Tender Offer”) dated March 23, 2009 and subsequent short-form merger, for all outstanding shares of Class A common stock, par value $0.33 per share of Cox Radio, Inc. (“Cox Radio” or the “Company”) not otherwise owned by Cox Media or Cox Enterprises. Cox Media is offering to purchase each issued and outstanding share of Cox Radio Class A Common Stock for $3.80 per share in cash (the “Consideration”). The terms and conditions of the Tender Offer are more fully set forth in the Offer to Purchase as filed with the Securities and Exchange Commission on March 23, 2009 (the “Offer to Purchase”). We further understand that approximately 78% of outstanding shares (after the conversion of Class B Common Stock to shares of Class A Common Stock) are owned by Cox Media.

You have asked for our opinion as to whether the Consideration is fair, from a financial point of view, to the holders of Cox Radio’s Class A Common Stock, other than Cox Media and Cox Enterprises.

For purposes of the opinion set forth herein, we have:

(i) reviewed certain publicly available financial statements and other information of the Company;

(ii) reviewed certain internal financial statements and other financial and operating data concerning the Company prepared by the management of the Company;

(iii) analyzed certain financial forecasts prepared by the management of the Company, which forecasts the Company has represented to us are consistent with the best judgments of the Company’s management as to the future financial performance of the Company and are the best currently available forecasts with respect to such future financial performance of the Company;

(iv) discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;

(v) reviewed the reported prices and trading activity for the Class A Common Stock;

(vi) compared the financial performance of the Company and the prices and trading activity of the Class A Common Stock with that of certain other publicly traded companies and their securities that we considered comparable to the Company in certain respects;

(vii) reviewed the financial terms, to the extent publicly available, of certain transactions that we considered comparable to the Tender Offer in certain respects;

(viii) reviewed the Offer to Purchase and certain related documents; and

(ix) performed such other analyses and considered such other factors as we have deemed appropriate.

The Directors of The Special Committee

Cox Radio, Inc.

April 1, 2009

Page 2

We have assumed and relied upon without independent verification the accuracy and completeness of the financial and other information reviewed by or discussed with us for the purposes of this opinion. With respect to the financial projections provided to us, with your consent, we have assumed that they have been reasonably prepared and are consistent with the best currently available estimates and judgments of the senior management of Cox Radio as to the future financial performance of Cox Radio. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based, and we have relied upon the assurances of the senior management of Cox Radio that they are unaware of any facts that would make the information provided to or reviewed by us incomplete or misleading. We have also assumed, based upon the information which has been provided to us and without assuming responsibility for independent verification therefore, that no material undisclosed liability exists with respect to the Company. We have not made any independent valuation or appraisal of the assets or liabilities (contingent or otherwise) of Cox Radio or any of its subsidiaries, nor have we been furnished with any such valuations or appraisals.

We have also assumed that the Tender Offer will be consummated in accordance with the terms set forth in the Offer to Purchase and that all conditions to the Tender Offer set forth in the Offer to Purchase will be timely satisfied and not waived. In addition, we have assumed, with your consent, that any governmental, regulatory or third party consents, approvals or agreements necessary for the consummation of the Tender Offer will be obtained without any imposition of a delay, limitation, restriction or condition that would have a material adverse effect on the Company or the contemplated benefits of the Tender Offer. In addition, we are not legal, accounting, regulatory or tax experts and with your consent we have relied, without independent verification, on the assessment of Cox Radio and its advisors with respect to such matters. Our opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It should be understood that, although subsequent developments may affect this opinion, we do not have any obligation to update, revise or reaffirm this opinion.

Our opinion addresses only the fairness, from a financial point of view, to the stockholders of the Class A Common Stock of the Company (other than Cox Media and Cox Enterprises) of the Consideration, and we do not express any view as to the fairness of the Tender Offer to, or any consideration of, the holders of any other class of securities, creditors or other constituencies of the Company or any other term of the proposed Tender Offer or the other matters contemplated by the Tender Offer. Our opinion does not address the relative merits of the Tender Offer as compared to other business strategies or transactions that might be available to the Company.

We have acted as financial advisor to the Directors of The Special Committee of The Board of Directors of the Company in connection with this Tender Offer. We have not acted as financial advisor to any party with regard to the Tender Offer other than the Directors of The Special Committee of The Board of Directors of the Company. We will receive a fee for our services upon filing by the Company of the Schedule 14D-9 payable by the Company. Payment of this fee is not contingent upon the successful completion of the Tender Offer. In addition, the Company has agreed to indemnify us for certain liabilities relating to or arising out of our engagement. In addition, an executive of Gleacher Partners LLC has an unrelated business relationship with one of the members of the Special Committee. We have had no other recent financial advisory or other commercial or investment banking relationships of a material nature with the Company. Our opinion expressed herein is provided for the information and assistance of the Directors of The Special Committee of The Board of Directors of the Company in connection with its consideration of the Tender Offer and the other matters contemplated by the Tender Offer and such opinion does not constitute a recommendation as to whether the Directors of the Special Committee of the Company should recommend the Tender Offer or whether any stockholders of Class A Common Stock of the Company should tender its shares in connection with the Tender Offer.

The Directors of The Special Committee

Cox Radio, Inc.

April 1, 2009

Page 3

It is understood that this letter and any advice or materials provided by Gleacher Partners LLC in connection with its engagement by the Directors of The Special Committee of The Board of Directors of the Company are for the information of the Directors of The Special Committee of The Board of Directors of the Company, and the Company agrees that no such opinion, advice or material shall be relied upon by any person or used for any other purpose or be reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor shall any public references to Gleacher Partners LLC be made by or on behalf of the Company, in each case without the prior written consent of Gleacher Partners LLC.

Based upon and subject to the foregoing and such other matters as we consider relevant, we are of the opinion that, as of the date hereof, the Consideration to be paid in connection with the Tender Offer is fair, from a financial point of view, to the holders of Cox Radio’s Class A Common Stock (other than Cox Media and Cox Enterprises).

We have not been asked, and therefore do not herein express, an opinion as to the fairness of any amount or nature of any compensation to any of the Company’s officers, directors or employees (or any class of similar persons) relative to the compensation of other shareholders of the Company.

This opinion has been approved by the Opinion Review Committee of Gleacher Partners LLC after its review of relevant documentation and valuation methodologies. The Opinion Review Committee is comprised of Gleacher Partners LLC senior professionals not participating in this engagement.

Very truly yours,
GLEACHER PARTNERS LLC
By:
	Joseph T. Donohue
	Managing Director

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

Exhibit (a)(5)(D)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
GEORGE LEON, as trustee of THE GEORGE		)
LEON FAMILY TRUST, on behalf of himself and		)
all others similarly situated,		)
	Plaintiff,	) )	Civil Action No. __________
		)
vs.		)
		)
COX RADIO, INC., JAMES C. KENNEDY,		)
JUANITA P. BARANCO, G. DENNIS BERRY,		)
NICK W. EVANS, JR., JIMMY W. HAYES,		)
PAUL M. HUGHES, MARC W. MORGAN,		)
ROBERT F. NEIL, NICHOLAS D. TRIGONY,		)
COX ENTERPRISES, INC., and COX MEDIA		)
GROUP, INC.,		)
	Defendants.	)

VERIFIED CLASS ACTION COMPLAINT

Plaintiff, by his attorneys, for his Verified Class Action Complaint against defendants, alleges upon personal knowledge with respect to himself, and upon information and belief based, inter alia, upon the investigation of counsel as to all other allegations herein, as follows:

NATURE OF THE ACTION

1. This is a class action on behalf of the public shareholders of Cox Radio, Inc. (“Cox Radio”). On March 23, 2009, Cox Media Group, Inc. (“Cox Media”), announced that it was commencing a $3.80 per share tender offer for the shares of Cox Radio that it does not already own, placing a $69 million price on the Company’s minority position (the “Proposed Transaction”). Plaintiff seeks enjoinment of the Proposed Transaction or, alternatively, rescission of the Proposed Transaction in the event defendants are able to consummate it.

PARTIES

2. Plaintiff is a shareholder of Cox Radio common stock and has held such shares since prior to the wrongs complained of herein.

3. Defendant Cox Radio is a corporation duly organized and existing under the laws of the State of Delaware. The Company maintains its principal office in Atlanta, Georgia. Cox Radio shares trade on the NASDAQ Stock Exchange under the symbol “CXR.” As of March 25, 2009, Cox Radio had approximately 80 million publicly held shares of common stock outstanding.

4. Defendant Cox Media is a Delaware corporation and a wholly-owned subsidiary of Defendant Cox Enterprises, Inc., a Delaware corporation (“Cox Enterprises”). According to a Schedule TO-T filed with the SEC on March 23, 2009, 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 March 23, 2009, 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.

5. Defendant James C. Kennedy (“Kennedy”) is and has been a director of Cox Radio since July 1996, and became Chairman of the Board of Directors in January 2002. He has served as Chairman of the Board of Directors and Chief Executive Officer of Cox Enterprises since January 1988, and prior to that time was Cox Enterprises’ President and Chief Operating Officer. Kennedy joined Cox Enterprises in 1972, and initially worked with Cox Enterprises’ Atlanta Newspapers. Kennedy also serves as a director of Flagler Systems, Inc.

6. Defendant G. Dennis Berry (“Berry”) has been a director of Cox Radio since January 2002 and has served as Vice Chairman of Cox Enterprises since December 2005. Previously, he served as President and Chief Operating Officer of Cox Enterprises beginning in October 2000, and was President and Chief Executive Officer of Manheim Auctions, Inc., a subsidiary of Cox Enterprises, from 1995 through October 2000. Prior to that, Berry was publisher of the Atlanta Journal-Constitution, where he held several positions spanning more than twenty years, including President, Vice President and General Manager, and Advertising Director.

7. Defendant Jimmy W. Hayes (“Hayes”) is and has been a director of Cox Radio since December 2005. Hayes has served as President and Chief Operating Officer of Cox Enterprises since January 2006, and served as Executive Vice President of Cox Enterprises from July 2005 through December 2005. Previously, he 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 Cox Enterprises and Cox Communications beginning in 1980. Hayes also serves as a director of Cox Enterprises.

8. Defendant Marc W. Morgan (“Morgan”) is and has been a director of Cox Radio since August 1999 and as Executive Vice President and Chief Operating Officer 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, Morgan was Senior Vice President of Cox Radio from July 1996 to May 1997.

9. Defendant Robert F. Neil (“Neil”) is and has been a director and 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. Previously, he was Vice President and General Manager of WSB-AM/FM (Atlanta, Georgia). Neil joined Cox Broadcasting in November 1986.

10. Defendant Nicholas D. Trigony (“Trigony”) is and has been a director of Cox Radio since July 1996, and was Chairman of the Board of Directors from December 1996 through December 2000. 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.

11. Defendants Juanita P. Baranco (“Baranco”), Paul M. Hughes (“Hughes”) and Nick W. Evans (“Evans”) are and have been directors of the Company at all relevant times hereto.

12. The defendants identified in paragraphs 5 through and including 11 are collectively referred to herein as the “Individual Defendants.” By reason of their positions as officers and/or directors of the Company, the Individual Defendants are in a fiduciary relationship with plaintiff and the other public shareholders of Cox Radio, and owe plaintiff and Cox Radio’s other shareholders the highest obligations of loyalty, good faith, fair dealing, due care, and full and fair disclosure.

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13. As the majority and controlling shareholders of Cox Radio, Cox Enterprises and its wholly-owned subsidiary Cox Media likewise owe the Company’s shareholders fiduciary obligations of loyalty, good faith, fair dealing, due care, and full and fair disclosure.

CLASS ACTION ALLEGATIONS

14. Plaintiff brings 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 the defendants herein, and any person, firm, trust, corporation or other entity related to, or affiliated with, any of the defendants.

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

16. The Class is so numerous that joinder of all members is impracticable. As of March 25, 2009, Cox Radio had approximately 80 million publicly held shares of Class A 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.

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

a. whether the defendants have breached their fiduciary duties owed to plaintiff and the Class; and

b. whether plaintiff and the other members of the Class will be irreparably damaged if defendants’ conduct complained of herein continues.

18. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims 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. Accordingly, plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class.

19. 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.

20. 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

21. On March 23, 2008, Cox Media announced that it was going to commence the Proposed Transaction via 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. If, upon expiration of the tender offer, Cox Media owns 90% of Cox Radio’s equity, Cox Radio would become a wholly-owned subsidiary of Cox Media, and thus Cox Enterprises.

22. Cox Enterprises, through Cox Media, is only interested in acquiring the remaining shares of the Company and has specifically indicated its unwillingness to dispose of its controlling interest in Cox Radio.

23. That same day, Cox Media commenced its tender offer. The tender offer is scheduled to expire on April 17, 2009, contingent upon a majority of minority shareholders tendering their shares.

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24. The Proposed Transaction is financially unfair. The consideration of $3.80 per share to be paid to Class members is unfair and inadequate because, among other things: (a) the intrinsic value of the stock of the Company is materially in excess of $3.80, giving due consideration to the prospects for growth and profitability of the Company in light of its revenues and earnings power, present and future; and (b) the $3.80 price offers an inadequate premium to the public stockholders of the Company. In fact, in reaction to Cox Media’s announcement of the Proposed Transaction, Cox Radio’s Class A common stock has vaulted above the $3.80 per share being offered by Cox Media. Indeed, the $3.80 per share being offered represents a discount to Cox Radio’s Class A common stock trading price.

25. The Proposed Transaction lacks any of the fundamental hallmarks of fairness. Approval of the Proposed Transaction is a foregone conclusion because of Cox Media’s 78.4% control over the Company’s Class A shares.

26. The purpose of the Proposed Transaction is to enable Cox Media to acquire 100% equity ownership of the Company and its valuable assets for its own benefit at the expense of the Company’s public stockholders who will be deprived of their equity investment and the benefits thereof including, among other things, the expected growth in the Company’s profitability.

27. Cox Media and Cox Enterprises are intent on paying the lowest price to plaintiff and the Class, whereas it and the Individual Defendants are duty-bound to maximize shareholder value. The Individual Defendants have clear and material conflicts of interest and are acting to better their own interests at the expense of Cox Radio’s public shareholders. Among other things, Cox Media controls the Company and its proxy machinery.

28. The Board is so conflicted and beholden to Cox Enterprises and thus Cox Media that no combination of the defendant directors can be considered “independent” and, thus independence is but illusory protection to Cox Radio’s public shareholders.

29. Because Cox Media has a 78.4% controlling interest in the Company’s Class A common stock, no third party bid for the Company could possibly succeed, as a practical matter, because the success of any such bid would require the consent and cooperation of Cox Media Thus, defendants will be able to proceed with the Proposed Transaction without an auction or other type of market check to maximize value for the Company’s public shareholders.

30. The stock value that Cox Media has offered has been dictated by Cox Media to serve its own interests, and is being crammed down by Cox Media and its representatives on Cox Radio’s Board to force Cox Radio’s minority shareholders to relinquish their Cox Radio shares at a grossly unfair price. Such action constitutes unfair dealing.

31. Because Cox Media is in possession of proprietary corporate information concerning Cox Radio’s future financial prospects, the degree of knowledge and economic power between Cox Media and the class members is unequal, making it grossly and inherently unfair for Cox Media to obtain the remaining Cox Radio shares at the unfair and inadequate price that it has proposed.

32. By offering grossly inadequate value for Cox Radio’s shares and threatening or planning to use its coercive means of control to force the consummation of the transaction. Cox Media is violating its duties as a majority shareholder.

33. Any buyout of Cox Radio public shareholders by Cox Media on the terms recently offered will deny Class members their right to share proportionately and equitably in the true value of Cox Radio’s valuable and profitable business, and future growth in profits and earnings, at a time when the Company is poised to increase its profitability.

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34. Defendants’ fiduciary obligations require them to:

a. act independently so that the interests of Cox Radio’s public stockholders will be protected;

b. adequately ensure that no conflicts of interest exist between defendants’ own interests and their fiduciary obligation of entire fairness or, if such conflicts exist, to ensure that all the conflicts are resolved in the best interests of Cox Radio’s public stockholders; and

c. provide Cox Radio’s stockholders with genuinely independent representation in the negotiations with Cox Media

35. By reason of the foregoing, defendants have breached and will continue to breach their duties to the minority public shareholders of Cox Radio and are engaging in improper, unfair dealing and wrongful and coercive conduct.

36. Each of the defendants has colluded in and rendered substantial assistance in the accomplishment of the wrongdoing complained of herein. In taking the actions, as particularized herein, to aid and abet and substantially assist the wrongs complained of, all defendants acted with an awareness of the primary wrongdoing and realized that their conduct would substantially assist the accomplishment of that wrongdoing and were aware of their overall contribution to the conspiracy, common scheme and course of wrongful conduct.

37. Unless enjoined by this Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the other members of the Class, and are prepared to consummate the Proposed Transaction on unfair and inadequate terms which will exclude the Class from its fair proportionate share of Cox Radio’s valuable assets and businesses, all to the irreparable harm of the Class, as aforesaid.

38. Plaintiff and the other class members are immediately threatened by the acts and transactions complained of herein, and lack an adequate remedy at law.

WHEREFORE, plaintiff demands judgment as follows:

A. Declaring this to be a proper class action and certifying plaintiff as the Class representative and plaintiff’s counsel as Class counsel;

B. Enjoining, preliminarily and permanently, the Proposed Transaction complained of herein;

C. To the extent, if any, that the Proposed Transaction is consummated prior to the entry of this Court’s final judgment, rescinding the same or awarding the Class 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 wrongful conduct;

E. Awarding plaintiff the costs and disbursements of this action, including a reasonable allowance for the fees and expenses of plaintiff’s attorneys and expert(s); and

F. Granting such other further relief as the Court may deem just and proper.

Dated: March 27, 2009

RIGRODSKY & LONG, P.A.
By:	/s/  BRIAN D. LONG
	Seth D. Rigrodsky (#3147)
	Brian D. Long (#4347)
	919 N. Market Street, Suite 980
	Wilmington, DE 19801
	Tel.: (302) 295-5310

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THE WEISER LAW FIRM, PC

Patricia C. Weiser

Debra S. Goodman

121 N. Wayne Avenue, Suite 100

Wayne, PA 19087

Tel.: (610) 225-2677

GLANCY BINKOW & GOLDBERG LLP

Lionel Z. Glancy

Peter A. Binkow

Richard A. Manisaks

1801 Avenue of the Stars, Suite 311

Los Angeles, California 90067

Tel.: (310) 201-9150

Facsimile: (310) 201-9160

Attorneys for Plaintiff

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

Exhibit (a)(5)(E)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

CORAL SPRINGS POLICE PENSION FUND, Individually and on behalf of all others similarly situated,	)	Civil Action No. ______________
	)
	)
	)
Plaintiff,	)
	)
vs.	)
	)
COX RADIO, INC., COX ENTERPRISES, INC., JAMES C. KENNEDY, JUANITA P. BARANCO, G. DENNIS BERRY, NICK W. EVANS, JR., JIMMY W. HAYES, PAUL M. HUGHES, MARC W. MORGAN, ROBERT F. NEIL, and NICHOLAS D. TRIGONY,	)
	)
	)
	)
	)
	)
	)
Defendants.	)
____________________________________________	)

VERIFIED CLASS ACTION COMPLAINT

Plaintiff Coral Springs Police Pension Fund (“Plaintiff”) alleges upon information and belief, except as to those allegations pertaining to Plaintiff which are alleged upon personal knowledge, as follows:

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”).

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 Enterprises, Inc. (“CEI”), a diversified multimedia, communications and automotive services corporation.

3. On March 23, 2009, CEI announced that it would commence a tender offer for the acquisition of Cox Radio. Under the terms of the Proposed Transaction, CEI will acquire all of the outstanding publicly-held minority shares of Cox Radio common stock not currently held by CEI for $3.80 per share.

4. CEI currently owns an approximate 78% equity interest in Cox Radio and has approximately a 97% voting interest. If upon expiration of the Proposed Transaction CEI owns 90% of Cox Radio’s equity, the Company would become a wholly-owned subsidiary of CEI. CEI seeks 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.

5. The consideration offered in the Proposed Transaction was immediately criticized by analysts and investors alike. Analysts commented that “the tender offer is unjustifiably too low,” that the offer “should be closer to where they’ve been buying back stock over the last three-and-a-half years,” and that the price target for the Company was at least $5.00 per share.

6. If the Proposed Transaction is consummated, CEI 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 Plaintiff and the other Cox Radio shareholders not affiliated with CEI.

7. As described below, both the price contemplated in the Proposed Transaction and the process by which CEI proposes to consummate the Proposed Transaction are fundamentally unfair to Plaintiff and the other public shareholders of the Company. 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.

8. For these reasons and as set forth in detail herein, Plaintiff seeks 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 of loyalty, good faith, due care, and full and fair disclosure.

THE PARTIES

9. Plaintiff currently holds 50,510 shares of common stock of Cox Radio and has held such shares since prior to the wrongs complained of herein.

10. 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.” 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 Cox Media Group, Inc (“Cox Media”).

11. Defendant CEI is a leading communications, media and automotive services company. CEI currently owns approximately a 78% equity interest in Cox Radio and has approximately a 97% voting interest in the Company. Several of Cox Radio’s directors are either directors or serve as executives of CEI, as detailed below.

12. 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.

13. 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.

14. 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.

15. Defendant Nick W. Evans, Jr. (“Evans”) has served as a director of Cox Radio since May 2007.

16. 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

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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.

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

18. 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.

19. 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.

20. 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.

21. 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 INDIVIDUAL DEFENDANTS AND CEI

22. By virtue of their positions as directors and/or officers of the Company, and/or as the Company’s majority stockholder, the Individual Defendants and CEI owed and owe Plaintiff and the Company’s other public shareholders fiduciary obligations of due care and loyalty and were and are required to: (a) act in furtherance of the best interests of Plaintiff and the Class as shareholders of Cox Radio; (b) maximize value on a sale of the Company; and (c) refrain from abusing their positions of control.

23. In accordance with their duties of loyalty, care and good faith, the Individual Defendants, as directors and/or officers of Cox Radio, are obligated to refrain from:

a. participating in any transaction where the directors’ or officers’ loyalties are divided;

b. participating in any transaction where the directors or officers receive or are entitled to receive a personal financial benefit not equally shared by the public shareholders of the corporation;

c. unjustly enriching themselves at the expense or to the detriment of the public shareholders; and

d. taking any action that may adversely affect the value provided to the corporation’s shareholders.

24. The Individual Defendants, separately and together, in connection with the certain approval of the Proposed Transaction, have breached and will continue to breach the fiduciary duties they owe to Plaintiff and the other public shareholders of Cox Radio, including their duties of loyalty, good faith and care as more particularly set forth below.

CLASS ACTION ALLEGATIONS

25. Plaintiff brings 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.

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

27. 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.

28. 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 plaintiff and the Class given that they are beholden to CEI;

b. whether the Individual Defendants have engaged and continue to engage in a scheme to benefit CEI at the expense of Cox Radio shareholders in violation of their fiduciary duties;

c. whether the Individual Defendants are acting in furtherance of their own self interest and the interest of 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 Plaintiff and the other members of the Class will be irreparably damaged if Defendants are not enjoined from continuing the conduct described herein.

29. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims 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. Accordingly, Plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class.

30. 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.

31. 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

32. 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 Cox Media.

33. CEI is a leading communications, media and automotive services company. With revenues exceeding $15 billion and more than 77,000 employees, the Company’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); Cox Media Group, Inc. (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). Additionally, CEI’s Internet operations include Kudzu.com and Adify Corporation, a unit of Cox TMI, Inc.

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The Proposed Transaction

34. On March 23, 2009, CEI announced 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, CEI proposes to acquire all of the outstanding shares of Cox Radio’s common stock that are not currently owned by CEI at a price of $3.80 per share, which represents a 15% premium over the Company’s closing price on March 20, 2009 of $3.30 per share and a 21.8% premium over the ten-day volume weighted average closing price.

35. CEI currently owns approximately a 78% equity interest in Cox Radio and has approximately a 97% voting interest. If upon expiration of the tender offer CEI owns 90% of Cox Radio’s equity, the Company would become a wholly-owned subsidiary of CEI. CEI 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. CEI has retained the services of Citigroup to serve as its financial advisor and dealer manager for the Proposed Transaction.

36. The Proposed Transaction 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 CEI, Cox Radio or Cox Media) tendering their shares. If upon expiration of the Proposed Transaction, the shares owned by CEI when combined with tendered shares are at least 90% of the outstanding Cox Radio shares, CEI 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.

37. Also on March 23, 2009, Cox Radio announced that it expects that the Company’s Board of Directors will 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.

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

[CEI] 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.

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

39. 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, CEI effectively controls Cox Radio, and under the circumstances, neither the Cox Radio Board nor a Special Committee of the Company’s board 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

40. CEI 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.

41. However, the recent historical averages for Cox Radio’s stock price show that CEI’s offer is far from an adequate premium for the Company’s outstanding common shares, and that the intrinsic value of the Company’s

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stock is significantly greater than CEI’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

42. As the charts above demonstrate, CEI’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 the tender offer was made at a time when recent market weakness created a small window for CEI’s paltry offer to be perceived as adequate to the short-sighted and/or uninformed.

43. Moreover, Cox Radio facilitated three share repurchase programs as of September 30, 2008 through which the Company may repurchase shares of its Class A common stock in the open market or through privately negotiated transaction.

44. Specifically, 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.

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45. 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.

46. 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 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:

47. 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 Opinions on the Inadequate Consideration Offered

48. 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 CEI’s tender offer at a 15% premium for Cox Radio’s shares represented an insufficient valuation for the Company and suggested that the sale price per share for Cox Radio should be increased.

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49. 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.”

50. 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.

51. 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. Price Target Research issued a report on February 22, 2009 in which the Cox Radio price target was $10.

52. Apparently, investors agree with these opinions. In the days following the announcement, Cox Radio’s shares are trading well above CEI’s bid, reaching as high as $4.16 on March 24, 2009—a strong signal that the market values the Company higher than the tender offer of CEI and expects the offer to increase.

The Proposed Transaction Is Unfair and Inadequate

53. 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.

54. Cox Radio insiders are well aware of the Company’s intrinsic value and that Cox Radio shares are significantly undervalued. CEI 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 is seeking to engage 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 without the benefit of a full and fair sale process.

55. The consideration per share to be paid to Class members pursuant to the Proposed Transaction is unfair and inadequate consideration because: (i) the intrinsic value of the Company’s stock is materially in excess of the $3.80 per share tender offer that CEI has proposed, giving due consideration to the Company’s prospects for growth and profitability in light of its business, earnings power, financial results and future financial projections; and (ii) the $3.80 per share price is not the result of arm’s length negotiations but was fixed arbitrarily by CEI to cap the market price of the Company and obtain its assets and businesses at the lowest possible price. Indeed, the $3.80 offer price per share for the Company is significantly less than Cox Radio’s recent historical stock price averages, including a 52-week average of $8.73, as well as CEI’s own purchase prices of Cox Radio shares in recent months.

56. The Proposed Transaction is an attempt by CEI to aggrandize itself and capitalize on its controlling interest in Cox Radio at the expense of the Company’s public shareholders. The Proposed Transaction will, for inadequate consideration, deny Plaintiff 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 CEI to benefit unfairly from the transaction.

57. Furthermore, because CEI 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 CEI, a potentially higher counter-bid will not materialize since the success of any such bid would require the consent and cooperation of CEI.

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58. Given CEI’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 CEI at the expense of the shareholders.

59. Simply put, the Proposed Transaction is unfair to Cox Radio shareholders because it places CEI’s interests above those of the Company’s minority shareholders in that CEI 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.

60. By reason of their positions with Cox Radio, the Individual Defendants possess material, non-public information concerning the financial condition and prospects of Cox Radio, especially the true value and expected increased future value of the Company and its assets. This information has not been disclosed to shareholders.

61. By virtue of the foregoing, Defendants have engaged in unfair self-dealing toward Plaintiff 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 Plaintiff and the Class.

62. The Proposed Transaction is wrongful, unfair and harmful to the Company’s minority public stockholders, and represents an effort by Defendants to aggrandize CEI’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 Plaintiff 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 CEI on unfair and inadequate terms, and without full and candid disclosure to Plaintiff and the Class of all material information regarding the Company’s future prospects.

63. Defendants, in failing to disclose the material non-public information in their possession as to the value of the Company’s assets, the full extent of the future earnings potential of the Company and its expected increase in profitability, have breached and are breaching their fiduciary duties to the members of the Class.

64. As a result of Defendants’ unlawful actions, Plaintiff 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.

65. Unless the Proposed Transaction is enjoined by the Court, Defendants will continue to breach their fiduciary duties owed to Plaintiff 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.

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

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PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment and relief as follows:

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

B. Declaring that Defendants and each of them have committed or participated in a breach of their fiduciary duties to Plaintiff 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 the Individual Defendants to adopt and implement procedures and processes to obtain the highest available price for Cox Radio’s shares that maximizes stockholder value and which is in the best interests of Cox Radio’s shareholders;

F. Directing Defendants to account to Plaintiff 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;

G. Imposing a constructive trust, in favor of Plaintiff and the Class, upon any benefits improperly received by Defendants as a result of their wrongful conduct;

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

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

Dated: March 30, 2009

ROSENTHAL, MONHAIT & GODDESS, P.A.
By:	/s/    CARMELLA P. KEENER
	Carmella P. Keener (Del. Bar No. 2810) 919 N. Market Street, Suite 1401 Citizens Bank Center P.O.Box 1070 Wilmington, DE 19899-1070 (302)656-4433 Attorneys for Plaintiffs

Of Counsel:

SAXENA WHITE P.A.

Maya Saxena

Joseph E. White III

Christopher S. Jones

Lester R. Hooker

2424 North Federal Highway, Suite 257

Boca Raton, FL 33431

Tel. (561) 394-3399

Fax. (561) 394-3382

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

Exhibit (a)(5)(F)

FILED IN OFFICE

CLERK SUPERIOR COURT GWINNETT COUNTY, GA

2009 MAR 30 PM 4:20

TOM LAWLER, CLERK

IN THE SUPERIOR COURT OF GWINNETT COUNTY

STATE OF GEORGIA

RUTHELLEN MILLER, On Behalf of Herself and	X
All Others Similarly Situated and Derivatively on	:	No. 09A 02921 9
Behalf of COX RADIO, INC.,	:
	:	CLASS ACTION
Plaintiff,	:
vs.	:	VERIFIED SHAREHOLDER’S
	:	DERIVATIVE AND CLASS ACTION
	:	COMPLAINT FOR BREACH OF
JAMES C. KENNEDY, JUANITA P.	:	FIDUCIARY DUTY, WASTE OF
BARANCO, G. DENNIS BERRY, NICK W.	:	CORPORATE ASSETS AND ABUSE OF
EVANS, JR., JIMMY W. HAYES, PAUL M.	:	CONTROL
HUGHES, MARC W. MORGAN, ROBERT F. NEIL,	:
NICHOLAS D. TRIGONY, COX	:
MEDIA GROUP, INC. and COX	:	DEMAND FOR JURY TRIAL
ENTERPRISES, INC.	:
	:
Defendants,	:
	:
-and-	:
	:
COX RADIO, INC., a Delaware corporation,	:
	:
Nominal Defendant.	:
	X

VERIFIED SHAREHOLDER’S DERIVATIVE AND CLASS ACTION COMPLAINT

INTRODUCTION

1. This is a shareholder class and derivative action against the members of the Board of Directors of Cox Radio, Inc. (“Cox” or the “Company”), Cox Enterprises, Inc. (“Enterprises”) and Cox Media Group, Inc. (“Cox Media”) on behalf of Cox and its shareholders arising out of defendants’ self-dealing and refusal to comply with their fiduciary obligations. Cox Media and Enterprises (collectively, Cox Media and Enterprises are referred to herein as “Enterprises”) have arranged to take Cox private and deprive its public stockholders of their equity interest in Cox by acquiring Cox for $3.80 per share (“Going Private Transaction”). This lawsuit is necessary to protect Cox and its shareholders from the members of Cox’s Board of Directors’ (“Board” or “Individual Defendants”) continuing breaches of fiduciary duty, conflicts of interest and violations of statutory law.

2. On March 23, 2009, Enterprises announced that it was proposing to acquire, through Cox Media, the outstanding publicly held Class A shares of Cox that it does not already own, for $3.80 per share in cash. Enterprises owns 100% of the outstanding shares of Cox’s Class B common stock and 17.3% of Cox’s Class A common stock, representing 78.4% of Cox’s outstanding shares of common stock and 97.2% of the voting power of Cox’s common stock. Each of the defendants is directly violating or aiding and abetting the Individual Defendants’ violations of the fiduciary duties owed to the public Class A shareholders of Cox. As the directors have unlawfully placed their own interests ahead of Cox’s shareholders’, the Going Private Transaction will be consummated, resulting in irreparable harm absent judicial intervention.

JURISDICTION AND VENUE

3. Nominal defendant Cox maintains its executive offices 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328. Many of the acts complained of herein occurred in Georgia. The amount in controversy is in excess of the jurisdictional minimum of this Court. This action is not removable to federal court as no federal remedy is sought. Its registered agent for service of process in Georgia is Corporation Services Company, 40 Technology Parkway South, #300, Norcross, Gwinnett County, Georgia.

4. Venue is proper in this county pursuant to O.C.G.A. §14-2-510. Both Defendants Cox and Enterprises maintain registered agents in this county.

PARTIES

5. Plaintiff is, and has been since the time of the commission of the wrongful acts complained of herein, a shareholder of Cox.

6. Nominal defendant Cox operates radio stations in the United States and provides sales and marketing services for radio stations. Cox has over 21 million shares of Class A common stock issued and outstanding which trade on the New York Stock Exchange.

7. Defendant Enterprises, a privately-held Delaware company, maintains principal executive offices located at 1400 Lake Hearn Drive NE, Atlanta, Georgia 30319. Enterprises owns 17.3% of the outstanding Class A shares of Cox, and 100% of the Class B shares of Cox, representing 78.4% of Cox’s outstanding shares of common stock and 97.2% of the voting power of Cox’s common stock. Enterprises can be served with process through its registered agent, Corporation Services Company, at 40 Technology Parkway South, #300, Norcross, Gwinnett County, Georgia.

8. Defendant Cox Media, a Delaware company, is a wholly-owned subsidiary of Enterprises.

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9. Defendant James C. Kennedy (“Kennedy”) has served as a director of Cox since July 1996, and became Chairman of the Board of Directors in January 2002. He has served as Chairman of the Board of Directors and Chief Executive Officer of Enterprises since January 1988, and prior to that time was Enterprises’ President and Chief Operating Officer. Mr. Kennedy is the grandson of the founder of Enterprises. Kennedy effectively controls the Board through his positions and stock ownership.

10. Defendant Juanita P. Baranco (“Baranco”) has served as a director of Cox since December 2003. She is Executive Vice President and Chief Operating Officer of The Baranco Automotive Group, a group of automobile dealerships, 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. Baranco’s company purchases media advertising from Cox and Enterprises.

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

12. Defendant Nick W. Evans, Jr. (“Evans”) has served as a director of Cox since May 2007. Evans has served as Chairman of ECP Benefits, LLC, a provider of employee benefit solutions, since January 2003, and as a principal of Associated Media Partners since January 2001.

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

14. Defendant Paul M. Hughes (“Hughes”) has served as a director of Cox since December 1996. Hughes has been President and Chief Operating Officer of OG Holding LTD., a broadcasting and management consulting company, since April 1995. According to the May 16, 2007 Proxy Statement, a family member of Hughes is employed by an affiliate of Enterprises.

15. Defendant Marc W. Morgan (“Morgan”) has served as a director of Cox since August 1999 and as Executive Vice President and Chief Operating Officer of Cox 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 from May 1997 to June 1999. Previously, Morgan was Senior Vice President of Cox from July 1996 to May 1997. He also served as Vice President and General Manager of WSB Radio from July 1992 to November 1998.

16. Defendant Robert F. Neil (“Neil”) has served as a director and as President and Chief Executive Officer of Cox 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). Neil joined Cox Broadcasting in November 1986.

17. Defendant Nicholas D. Trigony (“Trigony”) has served as a director of Cox since July 1996, and was Chairman of the Board of Directors from December 1996 through December 2000. Previously, 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. By virtue of their positions as directors of Cox, the Individual Defendants have, and at all relevant times had, the power to and did control and influence Cox to engage in the practices complained of herein.

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BACKGROUND

18. On March 23, 2009, Enterprises announced that it was commencing a tender offer to acquire the outstanding publicly held shares of Cox that it does not already own, for $3.80 per share in cash, for a total value of $69.1 million.

19. Commenting on the Going Private Transaction, Cox Enterprises President/CEO Hayes stated:

Cox Enterprises 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.

20. In the March 23, 2009 press release, Enterprises asserted that the proposal represents a 15.2% premium over the March 20 closing price and a 21.8% premium over the ten-day volume weighted average closing price of Cox.

21. However, this press release omitted to disclose that Cox stock traded as high as $6.66 just two months prior, on January 6, 2009, and that Cox’s 52 week high was $13.05 on May 15, 2008. Thus, the price vastly undervalues Cox stock.

22. Upon the announcement of the Going Private Transaction, Cox stock jumped to close that day at $4.12 per share, well over the $3.80 offered by Enterprises, signifying the market viewed the offer as inadequate. Since March 23, 2009, Cox stock has continued to trade over $4 per share.

23. Enterprises indicated in its press release that it had “no interest in a disposition of its controlling interest” in Cox. The transaction will be financed by cash on hand and Enterprises’ existing credit facility.

24. Enterprises immediately filed its Schedule TO-T with the Securities and Exchange Commission (“TO”). The tender offer (“Tender Offer”) is scheduled to close on April 17, 2009, and is conditioned upon a majority of the minority shareholders tendering their shares.

25. In response, Cox stated on March 23, 2009 that the Board intended to appoint a special committee of directors to review the Tender Offer and will make a recommendation within ten business days to Class A shareholders. However, that will leave Cox shareholders with only 11 calendar days prior to the scheduled close of this fast-paced Tender Offer to determine whether or not to tender into the Tender Offer, or seek appraisal on the second step cash-out merger.

26. Moreover, any “special committee” would be a sham. 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 SEC Form 10-K, dated 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 Individual Defendant was elected by Enterprises and Kennedy.

27. Cox has many entangling relationships with Enterprises, including the following:

a. Cox receives certain management services from, and has entered into certain transactions with, Enterprises. Costs of the management services that are allocated to Cox are based on actual direct costs incurred, or on Enterprises’ estimate of expenses relative to the management services provided to other subsidiaries of Enterprises. Cox believes that these allocations have been made on a reasonable basis, and

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that receiving these management services from Enterprises creates cost efficiencies; however, there has been no study or attempt to obtain quotes from third parties to determine what the cost of obtaining such services from third parties would have been.

b. Cox receives day-to-day cash management services from Enterprises, with settlements of outstanding balances between Cox and Enterprises occurring periodically at market interest rates. As a part of these services, Enterprises transfers funds to cover Cox’s checks presented for payment and Cox records book overdrafts, which are classified as accounts payable in Cox’s balance sheets. Book overdrafts of $5.9 million existed on December 31, 2008 and book overdrafts $2.8 million existed at December 31, 2008 and 2007, respectively, as a result of Cox’s checks outstanding. The amounts due to or from Enterprises are generally due on demand and represent the net balance of the intercompany transactions, and accrue interest at Enterprises’ current commercial paper borrowing rate or a LIBOR based rate dependent upon Cox’s credit rating (1.8% and 6.0% at December 31, 2008 and 2007, respectively). As of December 31, 2008 and 2007, Enterprises owed Cox approximately $1.4 million, and Cox owed Enterprises approximately $16.6 million, respectively.

c. Cox receives certain management services from Enterprises, 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 Cox’s consolidated financial statements. For the years ended December 31, 2008 and 2007, Cox was allocated expenses of approximately $3.4 million and $3.2 million, respectively, related to these services.

d. In connection with these management services, Cox reimburses Enterprises for payments made to third-party vendors for certain goods and services provided to Cox under arrangements made by Enterprises on behalf of Enterprises and its affiliates, including Cox. Cox believes such arrangements result in Cox receiving such goods and services at more attractive pricing than Cox would be able to secure separately. Such reimbursed expenditures include insurance premiums for coverage through Enterprises’ insurance program, which provides coverage for all of its affiliates, including Cox. Rather than self-insuring these risks, Enterprises purchases insurance for a fixed-premium cost from several insurance companies, including an insurance company indirectly owned by descendants of the founder of Enterprises, including Kennedy, and his sister, who each own 25% of the insurance company. This insurance company is an insurer and re-insurer on various insurance policies purchased by Enterprises, and it employs an independent consulting actuary to calculate the annual premiums for general/auto liability and workers compensation insurance based on Cox’s loss experience consistent with insurance industry practice. Cox’s portion of these insurance costs was approximately $0.6 million for each of 2008 and 2007.

e. Cox’s employees participate in certain Enterprises employee benefit plans, and Cox made payments to Enterprises in 2008 and 2007 for the costs incurred because of such participation, including self-insured employee medical insurance costs of approximately $11.1 million and $10.7 million, respectively, retiree medical payments of approximately $0.2 million and $0.2 million, respectively, post-employment benefits of approximately $0.7 million and $0.7 million, respectively, and pension plan payments of approximately $5.9 million and $6.2 million, respectively.

f. Cox’s headquarters building is leased by Enterprises from a partnership that in turn is indirectly owned by descendents of the Company founder with an indirect 36% interest held in the aggregate by the children of Kennedy and an indirect, less than 3% interest held in the aggregate by Kennedy and his sister. Cox pays rent and certain other occupancy costs to Enterprises for space in Enterprises’ corporate headquarters building. Rent and occupancy expense is allocated based on occupied space, and such expense was approximately $0.9 million for each of the years ended December 31, 2008 and 2007.

g. Cox is a party to lease agreements with Enterprises with respect to studio and tower site properties in Atlanta, Georgia, Dayton, Ohio, and Orlando, Florida that are used for Cox’s radio operations in those markets. The annual rental cost in the aggregate was approximately $0.7 million for each of the years ended December 31, 2008 and 2007.

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h. During 2008 and 2007, Cox Search, Inc., a wholly-owned subsidiary of Enterprises, purchased radio advertising from Cox in aggregate amounts of $0.3 million and $0.4 million, respectively.

i. During 2008 and 2007, Enterprises-owned television stations and newspaper operations which purchased radio advertising from Cox in an aggregate amount of $1.9 million and $1.8 million, respectively. Conversely, Cox purchased advertising from Enterprises-owned television stations at regular commercial rates in an aggregate amount of $0.3 million and $0.7 million, respectively.

28. The Going Private Transaction is fraught with conflicts. Citi, Enterprises’ investment advisor in the transaction, is a lender to Enterprises and Cox.

29. The price offered in the Going Private Transaction is unfair; one of Cox’s large shareholders, Buckhead Capital Management, LLC, expressed the view that the price in the Tender Offer was “unjustifiably too low” and that a more reasonable price would be a price at which Cox has been repurchasing shares over the last three years (i.e., an average price of $12.12 per share).

30. The TO, filed on March 23, 2009 fails to disclose material information to Cox shareholders, including the following:

a. there is no information regarding the amount of compensation Citi will receive from Enterprises, a material fact in light of Citi’s conflicts;

b. the valuation reports prepared by Bond & Pecaro on the fair market value (“FMV”) of Cox’s FCC licenses, estimated to be approximately $967.6 million at December 31, 2008; and

c. the discounted cash flow report prepared by Bond & Pecaro for the aggregate fair market value of Cox’s radio stations, valued at $1.2 billion at December 31, 2008.

31. Given that the Bond & Pecaro analyses are considerably greater than the value offered by Enterprises, it is readily apparent that a liquidation of Cox would provide greater value to the public shareholders than that currently offered by Enterprises.

32. By reason of their positions as directors and their ability to control the business and corporate affairs of Cox, the Individual Defendants owe Cox and its shareholders the highest fiduciary obligations of fidelity, trust, loyalty, good faith, fair dealing, due care and fully candid and adequate disclosure. The Individual Defendants are required to use their utmost ability to control and manage Cox in a fair, just and equitable manner and to act in furtherance of the best interests of Cox and all its shareholders, so as to benefit all shareholders proportionately in preserving Cox’s property and assets, and not in furtherance of their personal interests or to benefit themselves disproportionately.

33. The Individual Defendants are required to act in good faith, in the best interests of Cox and its shareholders, and with such care, including reasonable inquiry, as would be expected of an ordinarily prudent person. To diligently comply with this duty, the Individual Defendants are precluded from taking action that:

a) serves their own interests or the interests of Enterprises to the detriment of Cox or its public shareholders;

b) inures to the detriment of Cox or its shareholders;

c) contractually prohibits them from complying with or carrying out their fiduciary duties to maximize shareholder value in connection with the sale of Cox;

d) discourages or inhibits alternative offers to purchase control of the corporation or its assets; or

e) will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders.

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34. The Individual Defendants, because of their positions of control and authority as directors of Cox, were able to and did, directly control the conduct complained of herein.

35. The complaint’s asserted claims are brought under applicable law requiring every director to act in good faith and in the best interest of their corporation and its shareholders. These laws require each Individual Defendant to act with such care, including conducting a reasonable inquiry, as would be expected of a prudent person conducting his or her own financial affairs.

36. In any situation where the directors of a publicly traded corporation undertake a transaction that will result in either (i) a change in corporate control, or (ii) a break-up of the corporation’s assets, the directors have an affirmative fiduciary obligation to obtain the highest value reasonably available for a corporation and its shareholders, and if such transaction will result in a change of corporate control, the shareholders are entitled to receive a significant premium. To diligently comply with these duties, the directors may not take any action that:

a) adversely affects the value provided to the corporation’s shareholders;

b) will discourage or inhibit alternative offers to purchase control of the corporation or its assets;

c) contractually prohibits them from complying with their fiduciary duties;

d) will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders; and/or

e) will provide the directors with preferential treatment at the expense of, or separate from, the public shareholders.

37. Defendants are attempting to acquire Cox on terms that are designed to freeze Cox’s public shareholders out of a large portion of the valuable assets, at an inadequate price and unfair process.

38. Cox’s shareholders have also been denied the fair process and arm’s-length negotiated terms to which they are entitled in a sale of their Company. The officers and directors are obligated to maximize shareholder value, not benefit themselves or Enterprises by structuring a preferential deal for themselves at the expense of Cox and its shareholders.

39. The Individual Defendants are obligated to maximize the sale value of Cox. Cox and its shareholders are being deprived of a fair and unbiased process to sell the Company. Cox’s Class A shareholders are entitled to an opportunity to obtain maximum value and terms for their interests, without preferential treatment to the insiders.

40. The Board members and entities identified herein have irremediable positions of conflict and cannot be expected to act in the best interests of Cox or its public shareholders in connection with the proposed sale of Cox.

41. In light of the foregoing, the Individual Defendants must, as their fiduciary obligations require:

• adequately ensure that no conflicts of interest exist between defendants’ own interests and their fiduciary obligation to maximize shareholder value or, if such conflicts exist, to ensure that all conflicts be resolved in the best interests of Cox’s public shareholders; and

• allow Cox’s shareholders to consider all offers for Cox, not just those which agree to special and/or benefits to Cox insiders.

CLASS ACTION ALLEGATIONS

42. Plaintiff brings Count I pursuant to O.C.G.A. §9-11-23(a), on behalf of herself and all other public shareholders of Cox’s common stock, who are being and will be harmed by defendants’ actions described herein (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendant.

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

44. The shareholders on whose behalf this action is brought are so numerous that joinder of them all is impracticable. There are over 17 million shares of Cox stock outstanding. The shares trade on the New York Stock Exchange.

45. Questions of law and fact are common to the Class and predominate over questions affecting individual Class members. They include:

a) whether the defendants have engaged in or aided and abetted the mismanagement, abuse of control and self-dealing or enriched and benefitted themselves at the expense of Cox and its public stockholders;

b) whether the Individual Defendants have breached their fiduciary duties in failing to maximize shareholder value; and

c) whether the plaintiff and other Class members would be irreparably damaged were the provisions and conduct detailed herein allowed to persist.

46. Plaintiffs claims are typical of the claims of the Class because all members of the Class have been and will be similarly harmed by defendants’ actions.

47. Plaintiff has retained counsel experienced in litigation of this nature. Plaintiff has no interest that is adverse to the interests of the Class. Plaintiff is an adequate representative of the Class and anticipates no difficulty in the management of this case as a class action.

48. A class action is superior to any other method available for the fair and efficient adjudication of this controversy. Class-wide remedies will assure uniform standards of conduct for the defendants and avoid the risk of inconsistent judgments.

DERIVATIVE ALLEGATIONS

49. Plaintiff brings Counts Nos. II-V derivatively in the right of and for the benefit of Cox to redress injuries suffered and to be suffered by Cox as a direct result of the Individual Defendants’ breaches of fiduciary duty, corporate mismanagement, gross self-dealing, abuse of control and conspiracy to abuse control, and constructive fraud. This is not a collusive action to confer jurisdiction in this Court which it would not otherwise have.

50. Plaintiff will adequately and fairly represent the interests of Cox and its shareholders in enforcing and prosecuting their rights.

51. This action is brought to remedy violations of applicable law.

52. Plaintiff has not made any demand on the present Board to institute this action because such demand would be a futile, useless act because the entire Board participated in the wrongs complained of herein by performing the following acts:

a) the known principal wrongdoers and beneficiaries of the wrongdoing, including, but not limited to, Individual Defendants and Enterprises, are in positions to, and do, dominate and control Cox’s Board of Directors. Thus, the Board could not, and cannot, exercise independent objective judgment in deciding whether to bring this action nor vigorously prosecute this action;

b) the Board has failed to take any action to rescind these actions despite their knowledge that such actions constitute a breach of their fiduciary duties;

c) to bring this action for breach of fiduciary duties, abuse of control, and unjust enrichment, the members of Cox’s Board of Directors would have been required to sue themselves and/or their fellow directors and allies in the top ranks of the Company, with whom they are close personal friends and with

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whom they have entangling financial alliances, interests and dependencies. Suing themselves, their friends and their allies is not something the Individual Defendants would be willing to do, therefore, they would not be able to vigorously prosecute any such action;

d) each of the Individual Defendants herein, receives substantial salaries, bonuses, payments, benefits and other emoluments by virtue of their membership on the Board and their control of Cox. Thus, they have benefitted from the wrongs alleged herein and have engaged therein to preserve their positions of control and the perquisites thereof, and are incapable of exercising independent objective judgment in deciding whether to bring this action. The Board members also have close personal and business ties with each other and consequently are interested parties and cannot, in good faith, exercise independent business judgment to determine whether to bring this action against themselves; and

e) due to Cox’s directors’ and officers’ liability insurance coverage, if the directors caused Cox to sue themselves and the Company’s executive officers for the liability asserted herein, the directors and officers would be required to personally pay for the liability alleged herein. As a result, if these defendants were to sue themselves there would be no insurance protection for this derivative action. Thus, the defendants will not sue themselves because to do so would subject themselves and their colleagues and/or friends to million-dollar judgments payable from their individual assets alone.

COUNT I

On Behalf of Plaintiff and the Class Against

All Defendants for Breach of Fiduciary Duty

53. Plaintiff repeats and realleges each allegation as though fully set forth herein.

54. Defendants have violated their fiduciary duties of care, loyalty, candor and independence owed to the public shareholders of Cox, have engaged in unlawful self-dealing, and have acted to put their personal interests and/or the interests of Enterprises ahead of the interests of Cox shareholders.

55. By the acts, transactions and courses of conduct alleged herein, defendants, individually and acting as part of a common plan, are attempting to unfairly deprive plaintiff and other members of the Class of the true value of their investment in Cox.

56. As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of Cox because, among other reasons:

a) they failed to take steps to maximize the value of Cox to its public shareholders and they took steps to avoid competitive bidding, to cap the price of Cox’s stock and to give the Individual Defendants an unfair advantage, by, among other things, failing to solicit other potential acquirors or alternative transactions; and

b) they ignored or did not protect against the numerous conflicts of interest resulting from the directors’ own interrelationships or connection with the acquisition.

57. By reason of the foregoing acts, practices and course of conduct, defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward plaintiff and the other members of the Class.

58. As a result of the actions of defendants, plaintiff and the Class have been and will be irreparably damaged in that they have not and will not receive their fair portion of the value of Cox’s assets and businesses and have been and will be prevented from obtaining a fair price for their shares.

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59. Unless enjoined by this Court, defendants will continue to breach and/or aid and abet the other defendants’ breaches of their fiduciary duties owed to plaintiff and the Class, and may consummate the proposed sale of Cox to Enterprises which will exclude the Class from its fair share of Cox’s valuable assets and businesses, and/or benefit defendants in the unfair manner complained of herein, all to the irreparable harm of the Class, as aforesaid.

60. By the course of conduct alleged herein, the Individual Defendants, individually and as part of a common plan and scheme or in breach of their fiduciary duties to plaintiff and the other members of the Class, have implemented and are abiding by a process that will deprive plaintiff and other members of the Class of the rights and interests that they possess as a result of their ownership of Cox stock.

61. Cox shareholders will, if defendants’ actions are allowed to stand, be deprived of their rights as Cox shareholders. Instead, these benefits are being and will be diverted from Cox to Enterprises without a full and candid disclosure to plaintiff and the Class concerning Cox’s prospects.

62. By reason of the foregoing acts, practices and course of conduct, the Individual Defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations owed to plaintiff and the other Cox public stockholders and/or have acted in a manner adverse to the interests of Cox and its shareholders in order to advance their own interests.

63. In light of the foregoing, plaintiff demands that the Individual Defendants, as their fiduciary obligations require, rescind the unlawful provisions designed to favor Enterprises and/or implement an active auction or open bidding process in order to maximize shareholder value.

64. Defendants have failed to act in good faith toward plaintiff and other Class members, and have breached and are continuing to breach their fiduciary duties to plaintiff and Class members.

65. Because of defendants’ unlawful actions, plaintiff and other Class members will be irreparably harmed in that they will continue to be precluded from exercising the rights they possess and benefits they are entitled to as Cox shareholders. Unless defendants’ actions are enjoined by the Court, defendants will continue to breach their fiduciary duties owed to plaintiff and Class members, and will refuse to engage in arm’s-length negotiations, all to the irreparable harm of Class members.

66. Plaintiff and the Class have no adequate remedy at law. Only by this Court’s exercise of its equitable powers can plaintiff be fully protected from the immediate and irreparable injury inflicted by defendants’ actions.

COUNT II

On Behalf of Cox Against the

Individual Defendants for Corporate Waste

67. Plaintiff realleges each prior allegation as though fully set forth herein.

68. As explained above, the Individual Defendants’ conduct in authorizing the sale of Cox’s assets constituted a waste of corporate assets.

69. As a result of the Individual Defendants’ waste of Cox’s corporate assets, Cox and its shareholders have sustained and will continue to sustain irreparable harm and have no adequate remedy at law.

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COUNT III

On Behalf of Cox Against the

Individual Defendants for Abuse of Control

70. Plaintiff realleges each prior allegation as though fully set forth herein.

71. In direct contradiction of their fiduciary duties, the Individual Defendants have utilized their control over Cox to divert Cox’s valuable assets to Enterprises and/or derive special payoffs for themselves.

72. In direct contradiction of their fiduciary duties, the Individual Defendants have utilized, and will continue to utilize, their power and control over Cox to delay the annual shareholder meeting. By holding the annual meeting, the Individual Defendants risk losing such power and control.

73. Defendants’ conduct constituted and continues to constitute an abuse of their ability to control and influence Cox, conduct for which all defendants are legally responsible.

74. By reason of the foregoing, Cox has been damaged and has sustained, and will continue to sustain, irreparable injury for which it has no adequate remedy at law.

COUNT IV

On Behalf of Cox Against the

Individual Defendants for Breach of Fiduciary Duty

75. Plaintiff realleges each prior allegation as though fully set forth herein.

76. The Individual Defendants engaged in the aforesaid conduct without exercising the reasonable and ordinary care which directors and officers, as fiduciaries, owe to a corporation and its shareholders, and have thereby knowingly or recklessly breached and/or aided and abetted breaches of fiduciary duties to the corporation and/or its shareholders.

77. As a result of the Individual Defendants’ breach of fiduciary duty, Cox and its shareholders have sustained and will continue to sustain irreparable harm and have no adequate remedy at law.

COUNT V

On Behalf of Cox Against the

Defendants for Unjust Enrichment

78. Plaintiff realleges each prior allegation as though fully set forth herein.

79. As a result of the tortious conduct described above, the Individual Defendants, and/or Enterprises have been or will be unjustly enriched at the expense of Cox and its shareholders.

80. Defendants should be required to disgorge the gain they will unjustly obtain at the expense of Cox and its shareholders and a constructive trust for the benefit of Cox and its shareholders should be imposed thereon.

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PRAYER FOR RELIEF

WHEREFORE, plaintiff, on behalf of herself and the Class and derivatively, on behalf of Cox, demands judgment and preliminary and permanent relief, including injunctive relief against defendants as follows:

(1) Declaring that defendants have breached their fiduciary and other duties to plaintiff and the other public shareholders of Cox;

(2) Declaring that, as to Count I, this action is properly maintained as a class action.

(3) Enjoining defendants from proceeding with the Going Private Transaction with Enterprises to the extent it includes protections or payoffs to defendants;

(4) Enjoining defendants from consummating the proposed acquisition with Enterprises unless and until the Individual Defendants adopt and implement a procedure or process, such as an auction, to obtain the highest possible price for the Company;

(5) Directing all defendants to account for all damages, including punitive damages, caused by them and all profits and special benefits and unjust enrichment they have obtained as a result of their unlawful conduct and imposing a constructive trust thereon;

(6) Awarding costs and disbursements of this action, including reasonable attorneys’, accountants’ and experts’ fees; and

(7) Awarding such other and further relief as this Court may deem just and proper, including any extraordinary equitable and/or injunctive relief as permitted by law or equity to attach.

JURY DEMAND

Plaintiff demands a trial by jury.

DATED: March 30, 2009	HOLZER HOLZER & FISTEL, LLC
	COREY D. HOLZER Georgia Bar Number: 364698 MICHAEL I. FISTEL, JR. Georgia Bar Number: 262062 MARSHALL P. DEES Georgia Bar Number: 105776 WILLIAM W. STONE Georgia Bar Number: 273907
	200 Ashford Center North, Suite 300 Atlanta, GA 30338 Tel: 770 392-0090 Fax: 770 392-0029
	FARUQI & FARUQI, LLP NADEEM FARUQI EMILY C. KOMLOSSY 369 Lexington Avenue, 10th Floor New York, NY 10017 Tel: 212 983-9330 Fax: 212 983-9331 Attorneys for Plaintiff

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IN THE SUPERIOR COURT OF GWINNETT COUNTY

STATE OF GEORGIA

RUTHELLEN MILLER, On Behalf of Herself and	X
All Others Similarly Situated and Derivatively on	:	No.
Behalf of COX RADIO, INC.,	:
	:	CLASS ACTION
Plaintiff,	:
vs.	:	VERIFIED SHAREHOLDER’S
	:	DERIVATIVE AND CLASS ACTION
	:	COMPLAINT FOR BREACH OF
JAMES C. KENNEDY, JUANITA P.	:	FIDUCIARY DUTY, WASTE OF
BARANCO, G. DENNIS BERRY, NICK W.	:	CORPORATE ASSETS AND ABUSE OF
EVANS, JR., JIMMY W. HAYES, PAUL M.	:	CONTROL
HUGHES, MARC W. MORGAN, ROBERT F. NEIL,	:
NICHOLAS D. TRIGONY, COX	:
MEDIA GROUP, INC. and	:
ENTERPRISES, INC.	:
	:
Defendants,	:
	:
-and-	:
	:
COX RADIO, INC., a Delaware corporation,	:
	:
Nominal Defendant.	:
	X

VERIFICATION

I, Emily C. Komlossy, hereby declare as follows:

I am counsel for plaintiff in the above-entitled action. Plaintiff in the above-entitled action is, and was at all relevant times hereto, a shareholder of Cox Radio, Inc. Plaintiff has reviewed the Complaint and has knowledge of the contents thereof. Plaintiff, by and through her counsel, has performed an extensive investigation which included, among other things, a review of all relevant filings with the SEC, public disclosures disseminated through national business wires and the Schedule TO-T filed by Cox Media, Inc. with the SEC. As such, she is informed and believes that the matters stated in the complaint are true and on that ground alleges that the matters stated therein are true.

Executed this 30^th day of March, 2009, in Hollywood, Florida.

Emily C. Komlossy, Esq.

Sworn to and subscribed to before

me this 30^th day of March, 2009.

Notary Public My Commission Expires: 12/12/11

EX-99.(E)(1)

Exhibit (e)(1)

Revolving Promissory Note

December 4, 2003

1. FOR VALUE RECEIVED, COX RADIO, INC., a Delaware corporation (“Maker”), promises to pay ON DEMAND to the order of COX ENTERPRISES, INC., a Delaware corporation (“Payee”), that certain principal sum borrowed by Maker from Payee from time to time which shall be outstanding and set forth on the grid attached hereto and made a part hereof (the “Grid”) or on any separate record thereof maintained by Payee. Interest shall accrue on the principal hereof which shall be outstanding from time to time at the rate per annum equivalent to the CEI Rate as defined herein, calculated daily and compounded monthly (the applicable interest rate per annum at any given time being hereinafter referred to as the “Interest Rate”).

2. Any payment of principal or interest on this Revolving Promissory Note which is not paid within five days of when due shall bear interest at a rate per annum equal to 3.0% in excess of the Interest Rate until paid, but only to the extent that payment of such interest on overdue principal or interest is enforceable under applicable law. Payments of principal and interest shall be made to Payee at 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328, or at such other place as Payee may from time to time designate in writing.

3. Payee shall enter all amounts of principal borrowed, paid or prepaid at any time on the Grid or on any separate record thereof maintained by Payee; provided, however, that the failure by Payee to so record amounts borrowed and repaid under this Revolving Promissory Note shall in no way affect the obligation of Maker to repay all amounts borrowed by Maker from Payee.

4. As used herein, the term “CEI Rate” shall mean the commercial paper borrowing rate currently available to Payee in the commercial paper market. For purposes of calculating interest hereunder, the CEI Rate in effect at the close of business on each business day of Payee shall be the CEI Rate for that day and any immediately succeeding nonbusiness day or days. In the event the CEI Rate is not available, the holder hereof shall designate a comparable reference rate as a substitute therefor.

5. Maker shall pay all amounts due hereunder, in cash, by cashier’s check or wire transfer of immediately available funds.

6. Maker shall have the right at any time to prepay the principal hereof in full together with accrued interest thereon, in cash, by cashier’s check or wire transfer of immediately available funds, without prepayment penalty.

7. In the event that this Revolving Promissory Note is collected by or through an attorney-at-law, all reasonable costs of collection, including reasonable attorneys’ fees, shall be paid by Maker.

8. In no event shall the amount of interest due and payable under this Revolving Promissory Note exceed the maximum rate of interest allowed by applicable law (including, without limitation, Official Code of Georgia Annotated Section 7-4-18) and, in the event any such payment is inadvertently made by Maker or inadvertently received by Payee, such excess sum shall be credited as a payment of principal. It is the express intent hereof that Maker not pay, and Payee not receive, directly or indirectly or in any manner, interest in excess of that which may be lawfully paid under applicable law.

9. Demand, presentment, notice, notice of demand, notice for payment, protest and notice of dishonor are hereby waived by each and every maker, guarantor, surety and other person or entity primarily or secondarily liable on this Revolving Promissory Note, except as may be otherwise expressly provided in the guaranty agreement of any guarantor.

10. Payee shall not be deemed to waive any of its rights hereunder unless such waiver be in writing and signed by Payee. No delay or omission by Payee in exercising any of its rights hereunder shall operate as a waiver of such rights, and a waiver in writing on one occasion shall not be construed as a consent to or a waiver of any right or remedy on any further occasion.

11. Time is of the essence with respect to this Revolving Promissory Note.

12. This Revolving Promissory Note shall be governed by and construed in accordance with the laws of the State of Georgia.

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IN WITNESS WHEREOF, Maker has caused this Revolving Promissory Note to be executed by its duly authorized officer on the day and year first above written.

COX RADIO, INC., a Delaware corporation
By:
Title:	Neil Johnston Chief Financial Officer

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Revolving Credit Loan Grid

Date	Amount Borrowed	Amount Paid	Unpaid Balance	Officer’s Initials
		(current amount of intercompany indebtedness of Maker to Payee)

4

Revolving Promissory Note

December 4, 2003

1. FOR VALUE RECEIVED, COX ENTERPRISES, INC., a Delaware corporation (“Maker”), promises to pay ON DEMAND to the order of COX RADIO, INC., a Delaware corporation (“Payee”), that certain principal sum borrowed by Maker from Payee from time to time which shall be outstanding and set forth on the grid attached hereto and made a part hereof (the “Grid”) or on any separate record thereof maintained by Payee. Interest shall accrue on the principal hereof which shall be outstanding from time to time at the rate per annum equivalent to the CEI Rate as defined herein, calculated daily and compounded monthly (the applicable interest rate per annum at any given time being hereinafter referred to as the “Interest Rate”).

2. Any payment of principal or interest on this Revolving Promissory Note which is not paid within five days of when due shall bear interest at a rate per annum equal to 3.0% in excess of the Interest Rate until paid, but only to the extent that payment of such interest on overdue principal or interest is enforceable under applicable law. Payments of principal and interest shall be made to Payee at 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328, or at such other place as Payee may from time to time designate in writing.

3. Payee shall enter all amounts of principal borrowed, paid or prepaid at any time on the Grid or on any separate record thereof maintained by Payee; provided, however, that the failure by Payee to so record amounts borrowed and repaid under this Revolving Promissory Note shall in no way affect the obligation of Maker to repay all amounts borrowed by Maker from Payee.

4. As used herein, the term “CEI Rate” shall mean the commercial paper borrowing rate currently available to Maker in the commercial paper market. For purposes of calculating interest hereunder, the CEI Rate in effect at the close of business on each business day of Payee shall be the CEI Rate for that day and any immediately succeeding nonbusiness day or days. In the event the CEI Rate is not available, the holder hereof shall designate a comparable reference rate as a substitute therefor.

5. Maker shall pay all amounts due hereunder, in cash, by cashier’s check or wire transfer of immediately available funds.

6. Maker shall have the right at any time to prepay the principal hereof in full together with accrued interest thereon, in cash, by cashier’s check or wire transfer of immediately available funds, without prepayment penalty.

7. In the event that this Revolving Promissory Note is collected by or through an attorney-at-law, all reasonable costs of collection, including reasonable attorneys’ fees, shall be paid by Maker.

8. In no event shall the amount of interest due and payable under this Revolving Promissory Note exceed the maximum rate of interest allowed by applicable law (including, without limitation, Official Code of Georgia Annotated Section 7-4-18) and, in the event any such payment is inadvertently made by Maker or inadvertently received by Payee, such excess sum shall be credited as a payment of principal. It is the express intent hereof that Maker not pay, and Payee not receive, directly or indirectly or in any manner, interest in excess of that which may be lawfully paid under applicable law.

9. Demand, presentment, notice, notice of demand, notice for payment, protest and notice of dishonor are hereby waived by each and every maker, guarantor, surety and other person or entity primarily or secondarily liable on this Revolving Promissory Note, except as may be otherwise expressly provided in the guaranty agreement of any guarantor.

10. Payee shall not be deemed to waive any of its rights hereunder unless such waiver be in writing and signed by Payee. No delay or omission by Payee in exercising any of its rights hereunder shall operate as a waiver of such rights, and a waiver in writing on one occasion shall not be construed as a consent to or a waiver of any right or remedy on any further occasion.

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11. Time is of the essence with respect to this Revolving Promissory Note.

12. This Revolving Promissory Note shall be governed by and construed in accordance with the laws of the State of Georgia.

6

IN WITNESS WHEREOF, Maker has caused this Revolving Promissory Note to be executed by its duly authorized officer on the day and year first above written.

COX ENTERPRISES, INC., a Delaware corporation
By:
Title:	Richard J. Jacobson Vice President and Treasurer

7

Revolving Credit Loan Grid

Date	Amount Borrowed	Amount Paid	Unpaid Balance	Officer’s Initials
		(current amount of intercompany indebtedness of Maker to Payee)

8