-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FpSkb6SbVTOu4ZWIt7XMR0XK4lYzFQ0JAMCeRdw3NsYqpk5ZsFofUjS1x0flH6Ne TnkVIfIxW5QrgkC+M6u+9Q== 0000950133-09-001099.txt : 20090414 0000950133-09-001099.hdr.sgml : 20090414 20090413200425 ACCESSION NUMBER: 0000950133-09-001099 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090414 DATE AS OF CHANGE: 20090413 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COX RADIO INC CENTRAL INDEX KEY: 0001018522 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 581620022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47385 FILM NUMBER: 09747520 BUSINESS ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 6205 PEACHTREE DUNWOODY ROAD CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 678-645-0000 MAIL ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 6205 PEACHTREE DUNWOODY ROAD CITY: ATLANTA STATE: GA ZIP: 30328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COX RADIO INC CENTRAL INDEX KEY: 0001018522 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 581620022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47385 FILM NUMBER: 09747521 BUSINESS ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 6205 PEACHTREE DUNWOODY ROAD CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 678-645-0000 MAIL ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 6205 PEACHTREE DUNWOODY ROAD CITY: ATLANTA STATE: GA ZIP: 30328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COX ENTERPRISES INC ET AL CENTRAL INDEX KEY: 0000779426 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 581035149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 MAIL ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE STREET 2: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 SC TO-T/A 1 w73493a3sctovtza.htm SC TO-T/A sctovtza
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE TO/A
(Amendment No. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
 
COX RADIO, INC.
(Name of Subject Company (Issuer))
COX MEDIA GROUP, INC.
(Offeror)
COX ENTERPRISES, INC.
(Parent of Offeror)
COX RADIO, INC.
(Issuer)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
 
CLASS A COMMON STOCK, PAR VALUE $0.33 PER SHARE
(Title of Class of Securities)
 
224051102
(CUSIP Number of Class of Securities)
 
Andrew A. Merdek, Esq.
Cox Enterprises, Inc.
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328
Telephone: (678) 645-0000
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
     
Stuart A. Sheldon, Esq.
Thomas D. Twedt, Esq.
Dow Lohnes PLLC
1200 New Hampshire Avenue, N.W.
Washington, D.C. 20036
Telephone: (202) 776-2000 		  Jay M. Tannon, Esq.
Frank M. Conner III, Esq.
Michael P. Reed, Esq.
DLA Piper LLP (US)
500 8th Street, N.W.
Washington, D.C. 20004
Telephone: (202) 799-4000
CALCULATION OF FILING FEE
     
Transaction Valuation(1):
$65,237,321 		 
Amount of Filing Fee(2):
$3,641
 
(1)   Estimated solely for the purpose of calculating the amount of the filing fee in accordance with the Securities Exchange Act of 1934 based on the product of (i) $3.80 (i.e., the tender offer price) and (ii) 17,167,716, the estimated maximum number of shares of Class A common stock, par value $0.33 per share, of Cox Radio, Inc. Such number of Shares represents the 20,759,670 Shares outstanding as of March 17, 2009, less the 3,591,954 Shares already beneficially owned by Cox Enterprises, Inc.
 
(2)   The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934 equals $55.80 for each $1,000,000 of value. The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #5 for Fiscal Year 2009, issued March 11, 2009.
þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
         
 
   Amount previously paid:   $3,641
 
   Filing Party:   Cox Enterprises, Inc. and Cox Media Group, Inc.
 
   Form or registration no.:   Schedule TO-T
 
   Date Filed:   March 23, 2009
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
þ going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
 
 

 

TABLE OF CONTENTS

Items 1 through 9, 11 and 13.
SIGNATURES
SIGNATURES

Table of Contents

Explanatory Note
This Amendment No. 3 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO-T on March 23, 2009 (as previously amended and supplemented, the “Schedule TO”), by Cox Enterprises, Inc., a Delaware corporation (“Enterprises”), Cox Media Group, Inc., a Delaware corporation and a wholly-owned subsidiary of Enterprises (“Media”), and Cox Radio, Inc., a Delaware corporation and a majority-owned subsidiary of Media (“Radio”). The Schedule TO relates to the offer by Media to purchase all of the issued and outstanding shares of Class A common stock, par value $0.33 per share (the “Shares”), of Radio not owned by Media upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 23, 2009 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements from time to time thereto, collectively constitute the “Offer”).
All capitalized terms used in this Amendment No. 3 without definition have the meanings ascribed to them in the Offer to Purchase, as filed with the Schedule TO on March 23, 2009.
The items of the Schedule TO set forth below are hereby amended and supplemented by the following changes to the Offer to Purchase:
Items 1 through 9, 11 and 13.
          (1) The following is hereby added immediately after “The Tender Offer — Section 7 — Certain Information Concerning Radio — February Forecast” in the Offer to Purchase:
“Preliminary First Quarter Results
“Enterprises and Media regularly receive a variety of unaudited, nonpublic financial, operating and forward-looking information from Radio in the ordinary course of business. On April 7, 2009, Enterprises and Media received unaudited preliminary financial results for the month and three months ended March 31, 2009. These preliminary results are subject to review by Radio management and by Radio’s independent registered public accounting firm. In addition, the preliminary results do not include reclassifications and other adjustments made in the ordinary course of preparing GAAP financial statements for filing as part of Radio’s quarterly report on Form 10-Q. Actual reported results will differ from these preliminary results, possibly materially, but these preliminary results represent the best information available to Enterprises and Media at this time. The following table sets forth preliminary summary consolidated financial data for Radio at and for the three months ended March 31, 2009, the Radio budget for the three months ended March 31, 2009, historical balance sheet data derived from the audited financial statements filed by Radio with its annual report on Form 10-K for the year ended December 31, 2008 and historical statement of income data derived from the unaudited financial statements filed by Radio with its quarterly report on Form 10-Q for the quarter ended March 31, 2008. For more information regarding the 2009 budget, see “— Summary of Radio’s Long Range Plan.”
                 
    March 31,   December 31,
    2009   2008
    (In millions)
Balance sheet data (end of period):
                
Cash and cash equivalents
   $ (1.9 )   $ 0.6  
Intangible assets, net(1)
     1,118.9       1,119.0  
Total assets
     1,270.9       1,292.1  
Total debt (including amounts due to/from Enterprises)
     384.4       398.7  
Shareholders’ equity
     649.2       646.7  

1

Table of Contents

                         
    Three Months Ended March 31,  
    Preliminary 2009     Budget 2009     Actual 2008  
            (In millions)          
Statements of income data:
                        
Net revenues(2)
   $ 75.5     $ 93.2     $ 97.8  
Cost of services (exclusive of depreciation and amortization shown below)(3)
     24.4       23.1       23.6  
Selling, general and administrative
     36.4       39.8       40.3  
Corporate general and administrative
     4.0       4.9       6.0  
Depreciation and amortization
     2.6       2.7       2.7  
Other(4)
     0.1       —       0.1  
 
                  
Operating income
     8.0       22.7       25.1  
Interest expense
     (1.3 )     (5.6 )     (3.9 )
Other:
                        
Operating cash flow
   $ 11.4     $ 26.0     $ 31.4  
EBITDA
     10.6       25.4       27.9  
 
(1)   Includes FCC licenses, goodwill and other intangible assets.
 
(2)   Total revenues less advertising agency commissions.
 
(3)   Includes costs incurred by Radio’s technical, programming and news departments, which represent all costs of services (exclusive of depreciation and amortization).
 
(4)   Comprised of losses on sales of assets.
“March Forecast
“On April 10, 2009, Enterprises and Media received an updated forecast of statement of income and other data for fiscal year 2009 (the “March Forecast”) from the senior management of Radio. The March Forecast is based on the preliminary financial results for the month and three months ended March 31, 2009 provided to Enterprises and Media by Radio in the ordinary course (see “— Preliminary First Quarter Results” above). Accordingly, if the preliminary results change as Radio’s financial statements are prepared and finalized, then the March Forecast would change as well. Radio has advised Enterprises and Media that none of the board of directors of Radio (other than Hayes, Robert F. Neil and Marc W. Morgan), its audit committee or the special committee have been provided the preliminary first quarter results or the March Forecast. The following table sets forth the March Forecast, the February Forecast and the 2009 budget developed as part of the Radio Long Range Plan in 2008.

2

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    2009 March   2009 Feb   2009
    Forecast   Forecast†   Budget††
    (In millions)
Statements of income data:
                        
Net revenues(1)
   $ 341.7     $ 341.5     $ 405.5  
Cost of services (exclusive of depreciation and amortization shown below)(2)
     94.4       93.7       96.5  
Selling, general and administrative
     158.4       163.2       175.1  
Corporate general and administrative
     16.5       15.6       19.3  
Depreciation and amortization
     10.6       10.6       10.6  
Other(3)
     0.1       0.1       —  
Operating income
     61.6       58.3       103.9  
Interest expense
     10.5       11.1       21.9  
Net income
   $ 37.0     $ 28.5     $ 49.2  
Other:
                        
Operating cash flow
   $ 76.0     $ 73.6     $ 118.8  
EBITDA
     72.3       69.0       114.6  
 
(1)   Total revenues less advertising agency commissions.
 
(2)   Includes costs incurred by Radio’s technical, programming and news departments, which represent all costs of services (exclusive of depreciation and amortization).
 
(3)   Comprised of losses on sales of assets.
 
†   Represents Radio management’s February Forecast, as described under “The Tender Offer — Section 7 — Certain Information Concerning Radio — February Forecast.”
 
††   As previously disclosed, in preparing the Radio Long Range Plan in October 2008, Radio’s management incorporated their best forecast at the time of future market conditions. However, the continued and accelerating deterioration of market conditions in late 2008 and early 2009 was not fully anticipated by Radio’s management and, therefore, was not reflected in the Radio Long Range Plan.
 
*   Information not available.
The following table sets forth information regarding Radio’s 2009 advertising sales pacing as of April 10, 2009 relative to the same periods for 2008, as provided to Enterprises and Media by the senior management of Radio in the ordinary course.
     
2009 Pacings
Second Quarter   Third Quarter
     
(28)%   (35)%

3

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SIGNATURES
After due inquiry and to the best knowledge of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
AMENDMENT TO SCHEDULE TO AND SCHEDULE 13E-3
         
  COX ENTERPRISES, INC.
 		  
  /s/ John M. Dyer    
  John M. Dyer   
  Executive Vice President and
Chief Financial Officer 		  
 
  COX MEDIA GROUP, INC.
 		  
  /s/ Neil O. Johnston    
  Neil O. Johnston   
  Vice President and
Chief Financial Officer 		  
 
Date: April 13, 2009

 

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SIGNATURES
After due inquiry and to the best knowledge of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
AMENDMENT TO SCHEDULE 13E-3
         
  COX RADIO, INC.
 		  
  /s/ Charles L. Odom    
  Charles L. Odom   
  Chief Financial Officer   
 
Date: April 13, 2009

 

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