We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cox Radio | NYSE:CXR | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
o
|
a. | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
|
||||
o
|
b. | The filing of a registration statement under the Securities Act of 1933. | ||
|
||||
þ
|
c. | A tender offer. | ||
|
||||
o
|
d. | None of the above. |
Transaction Valuation(1): $82,405,037 | Amount of Filing Fee(2): $4,599 | ||||
(1) | Estimated solely for the purpose of calculating the amount of the filing fee in accordance with the Securities Exchange Act of 1934, as amended, based on the product of (i) $4.80, which is the increased 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. to be acquired in the tender offer. The 17,167,716 Shares represent 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, as amended, 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:
|
$4,599 | |
Filing Party:
|
Cox Enterprises, Inc. and Cox Media Group, Inc. | |
Form or registration no.:
|
Schedule TO-T | |
Date Filed:
|
March 23, 2009 and April 30, 2009 |
Item 15. Additional Information | ||||||||
Item 16. Exhibits | ||||||||
Item 12. Exhibits | ||||||||
SIGNATURES |
1
Exhibit No. | Description | |
|
||
(a)(1)(A)
|
Offer to Purchase, dated March 23, 2009 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(a)(1)(B)
|
Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(a)(1)(C)
|
Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(a)(1)(D)
|
Letter from Citigroup Global Markets Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(a)(1)(E)
|
Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(a)(1)(F)
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(a)(1)(G)
|
Summary Advertisement published on March 24, 2009 (incorporated by reference to Exhibit (a)(1)(G) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(a)(1)(H)
|
Cox Enterprises, Inc. press release, dated March 23, 2009 (incorporated by reference to Exhibit (a)(1)(H) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(a)(1)(I)
|
Letter to Board of Directors of Cox Radio, Inc., dated March 22, 2009 (incorporated by reference to Exhibit 7.02 to the Schedule 13D/A filed by Cox Enterprises, Inc., Cox Holdings, Inc., Cox Media Group, Inc. and the Dayton Cox Trust A on March 23, 2009). | |
|
||
(a)(1)(J)
|
Notice to Participants of Cox Radio, Inc. Employee Stock Purchase Plan mailed by Cox Enterprises to plan participants (incorporated by reference to Exhibit (a)(1)(J) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(a)(1)(K)
|
Email correspondence to employees of Cox Enterprises and Cox Radio from Cox Enterprises delivered on March 23, 2009 (incorporated by reference to Exhibit (a)(1)(K) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(a)(1)(L)
|
Press release issued by Cox Enterprises on April 20, 2009, entitled Cox Enterprises, Inc. Extends Tender Offer for Cox Radio. (incorporated by reference to Exhibit (a)(1)(L) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 20, 2009). | |
|
||
(a)(1)(M)
|
Press release issued by Cox Enterprises on April 29, 2009, entitled Cox Enterprises, Inc. to Increase Tender Offer Price for Cox Radio to $4.80 per Share and Extend Offer. (incorporated by reference to Exhibit (a)(1)(M) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 29, 2009). | |
|
||
(a)(1)(N)
|
Amended and Restated Offer to Purchase, dated April 29, 2009 (incorporated by reference to Exhibit (a)(1)(N) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 29, 2009). | |
|
||
(a)(l)(O)
|
Amended and Restated Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(O) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 29, 2009). |
2
Exhibit No. | Description | |
(a)(l)(P)
|
Amended and Restated Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(P) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 29, 2009). | |
|
||
(a)(l)(Q)
|
Amended and Restated Letter from Citigroup Global Markets Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (incorporated by reference to Exhibit (a)(1)(Q) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 29, 2009). | |
|
||
(a)(l)(R)
|
Amended and Restated Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (incorporated by reference to Exhibit (a)(1)(R) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 29, 2009). | |
|
||
(a)(1)(S)
|
Press release issued by Cox Enterprises on May 19, 2009, entitled Cox Enterprises Completes Tender Offer for Cox Radio (incorporated by reference to Exhibit (a)(1)(U) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on May 20, 2009). | |
|
||
(a)(2)(A)(i)
|
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Cox Radio, dated and filed on April 3, 2009. | |
|
||
(a)(2)(A)(ii)
|
Solicitation/Recommendation Statement (Amendment No. 1) on Schedule 14D-9 filed by Cox Radio, dated and filed on April 20, 2009. | |
|
||
(a)(2)(A)(iii)
|
Solicitation/Recommendation Statement (Amendment No. 2) on Schedule 14D-9 filed by Cox Radio, dated and filed on April 30, 2009. | |
|
||
(a)(2)(A)(iv)
|
Solicitation/Recommendation Statement (Amendment No. 3) on Schedule 14D-9 filed by Cox Radio, dated and filed on May 1, 2009. | |
|
||
(a)(2)(A)(v)
|
Solicitation/Recommendation Statement (Amendment No. 4) on Schedule 14D-9 filed by Cox Radio, dated and filed on May 7, 2009. | |
|
||
(a)(2)(A)(vi)
|
Solicitation/Recommendation Statement (Amendment No. 5) on Schedule 14D-9 filed by Cox Radio, dated and filed on May 13, 2009. | |
|
||
(a)(2)(A)(vii)
|
Solicitation/Recommendation Statement (Amendment No. 6) on Schedule 14D-9 filed by Cox Radio, dated and filed on May 22, 2009. | |
|
||
(a)(2)(B)
|
Letter, dated April 3, 2009, from the Special Committee of Cox Radio to Cox Radios stockholders (incorporated by reference to Exhibit (a)(2)(A) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). | |
|
||
(a)(2)(C)
|
Press release issued by Cox Radio on April 3, 2009, entitled Cox Radio, Inc. Issues Response/Recommendation Statement Regarding Tender Offer of Cox Enterprises, Inc. (incorporated by reference to Exhibit (a)(2)(B) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). | |
|
||
(a)(2)(D)
|
Press release issued by Cox Radio on April 1, 2009, entitled Cox Radio, Inc. Forms Special Committee to Evaluate Cox Medias Tender Offer (incorporated by reference to Exhibit (a)(2)(C) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). | |
|
||
(a)(2)(E)
|
Press release issued by Cox Radio on April 20, 2009, entitled Cox Radio, Inc. Issues Revised Response/Recommendation Statement Regarding Tender Offer of Cox Media Group, Inc. (incorporated by reference to Exhibit (a)(2)(D) to the Schedule 14D-9/A filed by Cox Radio on April 20, 2009). | |
|
||
(a)(2)(F)
|
Press release issued by Cox Radio on April 30, 2009, entitled Cox Radio, Inc. Recommends the Tender Offer by Cox Media Group, Inc. at the Increased Offer Price of $4.80 Per Share (incorporated by reference to Exhibit (a)(2)(E) to the Schedule 14D-9/A filed by Cox Radio on April 30, 2009). | |
|
||
(a)(2)(G)
|
Press release issued by Cox Radio on March 23, 2009, entitled Cox Radio Comments on Cox Enterprises Tender Offer (incorporated by reference to Exhibit (a)(5)(B) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). |
3
Exhibit No. | Description | |
(a)(5)(A)
|
George Leon v. Cox Radio, Inc., et al., Case No. 4461, Delaware Chancery Court (filed March 27, 2009) (incorporated by reference to Exhibit (a)(5)(D) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). | |
|
||
(a)(5)(B)
|
Coral Springs Police Pension Fund v. Cox Radio, Inc., et al., Case No. 4463, Delaware Chancery Court (filed March 30, 2009) (incorporated by reference to Exhibit (a)(5)(E) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). | |
|
||
(a)(5)(C)
|
Ruthellen Miller v. James C. Kennedy, et al., Case No. 09-A-02921-9, Superior Court of Gwinnett County (filed March 30, 2009) (incorporated by reference to Exhibit (a)(5)(F) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). | |
|
||
(a)(5)(D)
|
In re Cox Radio, Inc. Shareholders Litigation, Case No. 4461-VCP, Delaware Chancery Court (filed April 7, 2009) (incorporated by reference to Exhibit (a)(5)(J) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). | |
|
||
(a)(5)(E)
|
Ruthellen Miller v. James C. Kennedy, et al., Case No. 09-A-02921-9, Superior Court of Gwinnett County (filed March 30, 2009) ) (incorporated by reference to Exhibit (a)(5)(F) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). | |
|
||
(a)(5)(F)
|
Donald Dixon v. James C. Kennedy, et al., Case No. 1:09-CV-0938-JEC, U.S. District Court Northern District of Georgia, Atlanta Division (filed April 15, 2009) ) (incorporated by reference to Exhibit (a)(5)(I) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). | |
|
||
(a)(5)(G)
|
Unanimous Written Consent of the Board of Directors of Cox Radio, Inc. dated March 31, 2009 ) (incorporated by reference to Exhibit (a)(5)(G) to the Schedule 14D-9/A filed by Cox Radio on April 20, 2009). | |
|
||
(a)(5)(H)
|
Unanimous Written Consent of the Board of Directors of Cox Radio, Inc. dated April 19, 2009 ) (incorporated by reference to Exhibit (a)(5)(H) to the Schedule 14D-9/A filed by Cox Radio on April 20, 2009). | |
|
||
(a)(5)(I)
|
Memorandum of Understanding, dated April 29, 2009 (incorporated by reference to Exhibit (a)(5)(L) to the Schedule 14D-9/A filed by Cox Radio on April 30, 2009). | |
|
||
(a)(5)(J)
|
Letter, dated May 1, 2009, from the Special Committee to Cox Radios stockholders (incorporated by reference to Exhibit (a)(2)(F) to the Schedule 14D-9/A filed by Cox Radio on May 1, 2009). | |
|
||
(b)(1)
|
Credit Agreement, dated as of July 26, 2006, by and among Cox Enterprises, Inc., the lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, Citibank, N.A. and Wachovia Capital Markets, LLC, as syndication agents, Lehman Brothers Inc. and The Bank of Tokyo-Mitsubishi UFJ, LTD, New York Branch, as documentation agents, and JP Morgan Securities, Inc., Citigroup Global Markets, Inc. and Wachovia Capital Markets, LLC as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 7.03 to the Schedule 13D/A filed by Cox Enterprises, Inc., Cox Holdings, Inc., Cox Media Group, Inc. and the Dayton Cox Trust A on March 23, 2009). | |
|
||
(b)(2)
|
First Commitment Increase Amendment to Credit Agreement, dated as of September 28, 2007 (incorporated by reference to Exhibit 7.04 to the Schedule 13D/A filed by Cox Enterprises, Inc., Cox Holdings, Inc., Cox Media Group, Inc. and the Dayton Cox Trust A on March 23, 2009). | |
|
||
(b)(3)
|
Second Amendment and Limited Waiver to Credit Agreement, dated as of December 29, 2008 (incorporated by reference to Exhibit 7.05 to the Schedule 13D/A filed by Cox Enterprises, Inc., Cox Holdings, Inc., Cox Media Group, Inc. and the Dayton Cox Trust A on March 23, 2009). | |
|
||
(c)(1)
|
Materials presented by Citigroup Global Markets Inc. to the senior management of Cox Enterprises, Inc. on March 16, 2009 (incorporated by reference to Exhibit (c)(1) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). |
4
Exhibit No. | Description | |
(c)(2)
|
Materials presented by Citigroup Global Markets Inc. to the Board of Directors of Cox Enterprises, Inc. on March 22, 2009 (incorporated by reference to Exhibit (c)(2) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(c)(3)
|
Materials presented by senior management of Cox Enterprises, Inc. and Cox Media Group, Inc. to the Boards of Directors of Cox Enterprises, Inc. and Cox Media Group, Inc. on March 22, 2009 (incorporated by reference to Exhibit (c)(3) to the Schedule TO-T filed by Cox Enterprises and Cox Media on March 23, 2009). | |
|
||
(c)(4)
|
Opinion of Gleacher Partners LLC (incorporated by reference to Exhibit (a)(5)(C) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). | |
|
||
(c)(5)
|
Appraisal of Cox Radio, Inc. as of December 31, 2007 by John Morton, Paul Ravaris and Associates (incorporated by reference to Exhibit (c)(5) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 20, 2009). | |
|
||
(c)(6)
|
Appraisal of Cox Radio, Inc. as of December 31, 2007 by Duff & Phelps (incorporated by reference to Exhibit (c)(6) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 20, 2009). | |
|
||
(c)(7)
|
Appraisal of Cox Radio, Inc. as of December 31, 2007 by Bond & Pecaro (incorporated by reference to Exhibit (c)(7) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 20, 2009). | |
|
||
(c)(8)
|
Valuation of Cox Radio, Inc.s radio stations as of December 31, 2008 by Bond & Pecaro for purposes of impairment testing pursuant to SFAS No. 142 (incorporated by reference to Exhibit (c)(8) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 20, 2009). | |
|
||
(c)(9)
|
Valuation of Cox Radio, Inc.s FCC licenses as of December 31, 2008 by Bond & Pecaro for purposes of impairment testing pursuant to SFAS No. 142 (incorporated by reference to Exhibit (c)(9) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 20, 2009). | |
|
||
(c)(10)
|
Valuation of Cox Radio, Inc. as of December 31, 2007 by Valuation Research Corporation (incorporated by reference to Exhibit (c)(10) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 20, 2009). | |
|
||
(c)(11)
|
Materials presented by Citigroup Global Markets Inc. to the financial advisors of the special committee of Cox Radio, Inc. on April 24, 2009 (incorporated by reference to Exhibit (c)(11) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 29, 2009). | |
|
||
(c)(12)
|
Materials presented by Gleacher Partners to Citigroup Global Markets Inc. on April 21, 2009 (incorporated by reference to Exhibit (a)(5)(M) to the Schedule 14D-9/A filed by Cox Radio on May 7, 2009). | |
|
||
(c)(13)
|
Materials presented by Gleacher Partners to the special committee of Cox Radio, Inc. on April 16, 2009 (incorporated by reference to Exhibit (a)(5)(N) to the Schedule 14D-9/A filed by Cox Radio on May 7, 2009). | |
|
||
(c)(14)
|
Materials presented by Gleacher Partners to the special committee of Cox Radio, Inc. on April 23, 2009 (incorporated by reference to Exhibit (a)(5)(O) to the Schedule 14D-9/A filed by Cox Radio on May 7, 2009). | |
|
||
(c)(15)
|
Materials presented by Gleacher Partners to the special committee of Cox Radio, Inc. on April 27, 2009 (incorporated by reference to Exhibit (a)(5)(P) to the Schedule 14D-9/A filed by Cox Radio on May 7, 2009). | |
|
||
(c)(16)
|
Materials presented by Gleacher Partners to the special committee of Cox Radio, Inc. on April 1, 2009 (incorporated by reference to Exhibit (a)(5)(K) to the Schedule 14D-9/A filed by Cox Radio on April 30, 2009). | |
|
||
(d)
|
None. | |
|
||
(e)
|
Revolving Promissory Note, dated December 4, 2003 (incorporated by reference to Exhibit (e)(1) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009). | |
(f)
|
Section 262 of the Delaware General Corporation Law (included as Schedule C of the Amended and Restated Offer to Purchase filed as Exhibit (a)(1)(N) to the Schedule TO-T/A filed by Cox Enterprises and Cox Media on April 29, 2009). | |
|
||
(g)
|
None. | |
|
||
(h)
|
None. |
5
COX RADIO, INC . | ||||
|
||||
By:
|
/s/ Charles L. Odom
|
|||
|
Title: Chief Financial Officer |
6
1 Year Cox Radio A Chart |
1 Month Cox Radio A Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions