COX RADIO INC, S-1/A, 1996-08-28

COX RADIO INC
S-1/A, 1996-08-28
RADIO BROADCASTING STATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1996

REGISTRATION NO. 333-08737
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------

AMENDMENT

NO. 1 TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
COX RADIO, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 4832 58-1620022
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

1400 LAKE HEARN DRIVE
ATLANTA, GEORGIA 30319
(404) 843-5000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
------------------------
MARITZA C. PICHON
CHIEF FINANCIAL OFFICER
COX RADIO, INC.
1400 LAKE HEARN DRIVE
ATLANTA, GEORGIA 30319
(404) 843-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:

<TABLE>
<S> <C>
STUART A. SHELDON, ESQ. KRIS F. HEINZELMAN, ESQ.
DOW, LOHNES & ALBERTSON, PLLC CRAVATH, SWAINE & MOORE
1200 NEW HAMPSHIRE AVENUE, N.W. WORLDWIDE PLAZA, 825 EIGHTH AVENUE
WASHINGTON, D.C. 20036-6802 NEW YORK, NEW YORK 10019
(202) 776-2000 (212) 474-1000
</TABLE>

------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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<PAGE> 2

COX RADIO, INC.

CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
ITEM
NUMBER CAPTION LOCATION IN PROSPECTUS
- ----------- ---------------------------------------- --------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus.............................. Outside Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus..................... Inside Front and Outside Back Cover Pages
3. Summary Information, Risk Factors....... Prospectus Summary; Risk Factors; Selected
Historical Consolidated Financial Data;
Management's Discussion and Analysis of the
Pro Forma Combined Results of Operations;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations of Cox Radio; Management's
Discussion and Analysis of Financial
Condition and Results of Operations of
NewCity
4. Use of Proceeds......................... Prospectus Summary; Use of Proceeds
5. Determination of Offering Price......... Outside Front Cover Page; Underwriting
6. Dilution................................ Dilution
7. Selling Security Holders................ *
8. Plan of Distribution.................... Outside Front Cover Page; Underwriting
9. Description of Securities to be
Registered.............................. Outside Front Cover Page; Prospectus
Summary; Capitalization; Dividend Policy;
Description of Capital Stock; Underwriting
10. Interests of Named Experts and
Counsel................................. *
</TABLE>
<PAGE> 3

<TABLE>
<CAPTION>
ITEM
NUMBER CAPTION LOCATION IN PROSPECTUS
- ----------- ---------------------------------------- --------------------------------------------
<C> <S> <C>
11. Information with Respect to the
Registrant.............................. Outside Front Cover Page; Certain
Definitions and Market and Industry Data;
Prospectus Summary; Risk Factors; Use of
Proceeds; Dividend Policy; Dilution;
Capitalization; Unaudited Pro Forma Combined
Financial Data; Unaudited Pro Forma Combined
Balance Sheet; Unaudited Pro Forma Combined
Statements of Operations; Selected
Historical Consolidated Financial Data;
Management's Discussion and Analysis of the
Pro Forma Combined Results of Operations;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations of Cox Radio; Management's
Discussion and Analysis of Financial
Condition and Results of Operations of
NewCity; Business; The NewCity Acquisition;
Management; Security Ownership of Certain
Beneficial Owners; Certain Relationships and
Related Transactions; Description of Capital
Stock; Description of Indebtedness; Shares
Eligible for Future Sale; Underwriting
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................. *
</TABLE>

- ---------------
* Omitted from Prospectus because item is inapplicable.
<PAGE> 4

EXPLANATORY NOTE

This Registration Statement contains a preliminary prospectus relating to
the offering of Class A Common Stock of Cox Radio, Inc. in the United States and
Canada (the "U.S. Offering"), together with separate preliminary prospectus
pages relating to a concurrent public offering of Class A Common Stock outside
the United States and Canada (the "International Offering"). The complete
preliminary prospectus for the U.S. Offering follows immediately after this
Explanatory Note. After such preliminary prospectus are the following alternate
pages for the preliminary prospectus for the International Offering: a front
cover page and a back cover page. Each such page has been labeled "Alternate
Page for International Prospectus." All other pages of the preliminary
prospectus for the U.S. Offering are to be used for both the U.S. Offering and
the International Offering.
<PAGE> 5
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

Subject to Completion, dated , 1996

PROSPECTUS

<TABLE>
<S> <C> <C>
7,500,000 SHARES
COX RADIO, INC. COX RADIO, INC.
CLASS A COMMON STOCK
</TABLE>

---------------------------

All of the shares of Class A Common Stock, par value $1.00 per share (the
"Class A Common Stock"), offered hereby are being sold by Cox Radio, Inc. ("Cox
Radio" or the "Company"). Of the 7,500,000 shares of Class A Common Stock being
offered, 6,000,000 shares are being offered initially in the United States and
Canada (the "U.S. Offering") by the U.S. Underwriters and 1,500,000 shares are
being concurrently offered outside the United States and Canada (the
"International Offering") by the International Managers (together with the U.S.
Underwriters, the "Underwriters"). The U.S. Offering and the International
Offering are collectively referred to as the "Offerings."

Cox Radio's authorized capital stock includes Class A Common Stock and
Class B Common Stock, par value $1.00 per share (the "Class B Common Stock" and,
together with the Class A Common Stock, the "Common Stock"). Except with respect
to voting and conversion, the rights of holders of Class A Common Stock and
Class B Common Stock are identical. Each share of Class B Common Stock generally
entitles its holder to ten votes, whereas each share of Class A Common Stock
entitles its holder to one vote. Shares of Class B Common Stock are convertible
into shares of Class A Common Stock on a one-for-one basis at the option of the
holder. After giving effect to the sale of Class A Common Stock offered hereby
and the issuance of 155,000 shares of restricted Class A Common Stock to
management at the effective time of the Offerings (assuming that the
Underwriters' over-allotment option is not exercised), Cox Enterprises, Inc.
("CEI") will own approximately 71.9% of the outstanding Common Stock and have
96.2% of the voting power of the Company. See "Description of Capital Stock."

Prior to the Offerings, there has been no public market for the Class A
Common Stock. The initial public offering price is expected to be between $15.00
and $17.00 per share. See "Underwriting" for information relating to the factors
to be considered in determining the initial public offering price. The initial
public offering price and the underwriting discounts and commissions per share
are identical for each of the Offerings. Application has been made for listing
of the Class A Common Stock on the New York Stock Exchange ("NYSE") under the
symbol "CXR."

---------------------------

SEE "RISK FACTORS" COMMENCING ON PAGE 9 HEREIN FOR CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE INVESTORS.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
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PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS(1) COMPANY(2)
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<S> <C> <C> <C>
Per Share......................................... $ $ $
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Total(3).......................................... $ $ $
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</TABLE>

(1) Cox Radio has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933 (the
"Securities Act"). See "Underwriting."

(2) Before deducting expenses payable by Cox Radio estimated to be $ .

(3) Cox Radio has granted the Underwriters a 30-day option to purchase up to an
aggregate of 1,125,000 additional shares of Class A Common Stock on the same
terms and conditions as set forth herein, solely to cover over-allotments,
if any. If such option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions and Proceeds to Company will be
$ , $ and $ , respectively. See "Underwriting."

---------------------------

The shares of Class A Common Stock offered by this Prospectus are offered
by the U.S. Underwriters subject to prior sale, to withdrawal, cancellation, or
modification of the offer without notice, to delivery to and acceptance by the
U.S. Underwriters and to certain further conditions. It is expected that
delivery of the shares will be made at the offices of Lehman Brothers Inc., New
York, New York, on or about , 1996.
---------------------------
LEHMAN BROTHERS
ALLEN & COMPANY
INCORPORATED
CS FIRST BOSTON
MORGAN STANLEY & CO.
INCORPORATED
, 1996
<PAGE> 6

CERTAIN DEFINITIONS AND MARKET AND INDUSTRY DATA

The terms "broadcast cash flow" and "EBITDA" are referred to in various
places in this Prospectus. Broadcast cash flow consists of operating income plus
depreciation and amortization and corporate general and administrative expenses.
EBITDA consists of operating income plus depreciation and amortization. Although
broadcast cash flow and EBITDA are not measures of performance calculated in
accordance with generally accepted accounting principles ("GAAP"), management
believes that broadcast cash flow is useful to a prospective investor because it
is a measure widely used in the radio broadcasting industry to evaluate a
broadcast company's operating performance and that EBITDA is generally accepted
as providing useful information regarding a company's ability to service and/or
incur debt. Neither broadcast cash flow nor EBITDA should be considered in
isolation or as a substitute for net income, cash flows from operating
activities and other income and cash flow statement data prepared in accordance
with GAAP, or as a measure of liquidity or profitability.

Unless otherwise indicated herein, (i) market ranking by radio advertising
revenue, radio market advertising revenue and radio market advertising data used
to calculate compounded annual growth rate ("CAGR") have been obtained from
Duncan's Radio Market Guide (1996 ed.) ("Duncan's") compiled by Duncan's
American Radio, Inc.; (ii) total industry listener and revenue levels have been
obtained from the Radio Advertising Bureau ("RAB"); (iii) all audience share
data and audience rankings, including ranking by population, except where
specifically stated to the contrary, have been derived from surveys of Adults 25
to 54, listening Monday through Sunday, 6 a.m. to 12 midnight, and are based on
the average of the Fall, Winter, Spring and Summer Market Reports (each an
"Arbitron Market Report") either ending in the year presented or the four most
recent Arbitron Market Reports, as reported by Arbitron, Radio Market Reports,
Metro or Target Audience Trends, The Arbitron Company ("Arbitron"); (iv) revenue
share data in each market presented have been obtained from the Miller, Kaplan
Market Revenue Report (published monthly), a publication of Miller, Kaplan,
Arase & Co., Certified Public Accountants ("Miller Kaplan") or The Hungerford
Market Report, a publication of Hungerford, Aldrin, Nichols & Carter Certified
Public Accountants ("Hungerford"); (v) combined radio station group revenue
share and combined radio station group revenue rank in each market presented are
estimates by the Company that have been derived from Miller Kaplan, Duncan's and
the American Radio Guide compiled by Duncan's American Radio, Inc. ("American
Radio Guide") (to management's knowledge, there is no definitive, independent
source for radio station group share and radio station group rank otherwise
available.); (vi) percentage of national and local radio revenues per market
have been obtained from Investing in Radio 1996 Market Report, a publication of
Broadcasting Investor Analysts ("BIA"); and (vii) number of viable stations per
market has been obtained from Duncan's; Duncan's defines "viable stations" as
stations which are active and viable competitors for advertising dollars in the
market. If Duncan's assigned a 1/2 ranking to a viable station, the total number
of viable stations was rounded up to the nearest station.

The terms local marketing agreement ("LMA") and joint sales agreement
("JSA") are referred to in various places in this Prospectus. An LMA refers to
an agreement under which a radio station agrees to provide, on a cooperative
basis, the programming, sales, marketing and similar services for a different
radio station in the same market. A JSA refers to an agreement, similar to an
LMA, under which a radio station agrees to provide the sales and marketing
services for another station while the owner of such other radio station
provides the programming for such other radio station in the same market. The
term "duopoly," as used in various places in this Prospectus, refers to the
ownership of two or more AM or two or more FM radio stations in the same
geographic market. A station or station group's power ratio is defined as such
station or station group's revenue market share divided by audience market
share.

------------------------

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A COMMON
STOCK OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NYSE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

DURING THIS OFFERING, CERTAIN PERSONS AFFILIATED WITH PERSONS PARTICIPATING
IN THE DISTRIBUTION MAY ENGAGE IN TRANSACTIONS FOR THEIR OWN ACCOUNTS OR FOR THE
ACCOUNTS OF OTHERS IN THE CLASS A COMMON STOCK PURSUANT TO EXEMPTIONS FROM RULES
10B-6, 10B-7, AND 10B-8 UNDER THE SECURITIES EXCHANGE ACT OF 1934.

------------------------

i
<PAGE> 7

[LEFT FLAP OF FOLDOUT CONTAINS STATION LOGOS]

ii
<PAGE> 8

[RIGHT FLAP OF FOLDOUT CONTAINS MAP OF UNITED STATES

SHOWING STATION LOCATIONS]

iii
<PAGE> 9

PROSPECTUS SUMMARY

The following information is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus. As
indicated, the information with respect to Cox Radio contained in this
Prospectus, other than the historical financial data, gives effect to the
pending acquisition (the "NewCity Acquisition") by Cox Radio of NewCity
Communications, Inc. ("NewCity"), as well as certain other planned acquisitions
and dispositions (together with the NewCity Acquisition, the "Pending
Transactions"). See "Pending Transactions." Consummation of each of the Pending
Transactions is subject to certain conditions, including the approval of the
Federal Communications Commission ("FCC"). Two of the Pending Transactions are
also being reviewed by the Department of Justice ("DOJ") pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"). There
can be no assurance that such FCC approval will be obtained, that in connection
with such HSR review, the DOJ will not require restructuring of such
transactions or that such other required conditions will be satisfied or waived.
See "Risk Factors." Unless otherwise indicated, the information in this
Prospectus does not give effect to the exercise of the Underwriters'
over-allotment option described herein under "Underwriting."

THE COMPANY

Cox Radio, upon completion of the Pending Transactions, will be one of the
ten largest radio broadcasting companies in the United States, based on both net
revenues and number of stations. Cox Radio will own or operate, or provide sales
and marketing services for, 42 radio stations (27 FM and 15 AM) clustered in 12
markets, including 18 stations to be acquired from NewCity. On a pro forma basis
for 1995, Cox Radio will be the number one radio station group ranked by revenue
share and audience share in five of its 12 markets. On a pro forma basis, Cox
Radio would have generated net revenues of $178.6 million and broadcast cash
flow of $51.8 million during the twelve month period ending June 30, 1996. Cox
Radio, as part of CEI, was a pioneer in radio broadcasting, building its first
station in 1934, acquiring its flagship station, WSB-AM (Atlanta), in 1939 and
launching its first FM station, WSB-FM (Atlanta), in 1948.

Cox Radio seeks to maximize the revenues and broadcast cash flow of its
radio stations by operating and developing clusters of stations in
demographically attractive and rapidly growing markets, including major markets
such as Los Angeles and Sunbelt markets such as Atlanta, Miami, Tampa, Orlando,
San Antonio and Birmingham. During the past five years, the 12 markets in which
the Company's stations will operate have demonstrated, on an aggregate basis,
greater radio advertising revenue growth than the U.S. radio industry as a
whole. The Pending Transactions will enhance the clustering of the Company's
radio stations; Cox Radio will operate three or more stations in nine of its 12
markets, and a total of 25 of the Company's 42 stations will be clustered in
five markets. In addition, the NewCity Acquisition will create a platform for
future strategic acquisitions to further cluster radio stations in the Company's
markets.

As a result of the Company's management, programming and sales efforts, the
Company's radio stations are characterized by strong ratings and above average
power ratios. In addition, Cox Radio has a track record of acquiring,
repositioning and improving the operating performance of previously
underperforming stations. Cox Radio's senior operating management, together with
the NewCity senior operating management which will join Cox Radio as part of the
NewCity Acquisition, will be comprised of six individuals with an average of
over 23 years of experience in the radio broadcasting industry, including an
average of over 14 years with their respective organizations. The Company
believes that this experienced senior management team will be well positioned to
manage larger radio station clusters and take advantage of new opportunities
arising in the U.S. radio broadcasting industry.

The following table sets forth certain information with respect to Cox
Radio and its markets:

<TABLE>
<CAPTION>
PRO FORMA COMPANY DATA MARKET DATA
---------------------------------------------------------- ------------------------------
1990 -
NUMBER 1995 COMBINED STATION GROUP 1995 1995
OF ------------------------------------------ RADIO 1995 RADIO
STATIONS REVENUE REVENUE AUDIENCE MARKET ARBITRON MARKET
------------ MARKET MARKET MARKET POWER REVENUE MARKET REVENUE
MARKET FM AM RANK SHARE SHARE(1. RATIO RANK RANK CAGR
- ---------------------------------- --- --- -------- -------- -------- ------ ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Los Angeles....................... 2 1 4 10.9% 8.8 1.24 1 2 2.7%
Atlanta........................... 2 2 1 21.3% 15.9 1.34 10 12 8.3%
Miami............................. 2 -- 3 11.3% 8.5 1.33 12 11 5.9%
Tampa............................. 2 2 4 11.9% 13.0 0.92 21 21 6.1%
Orlando........................... 4 3 1 30.7% 28.5 1.08 26 39 6.3%
San Antonio....................... 2 1 4 14.3% 12.8 1.12 29 34 7.6%
Louisville........................ 3 -- 5 8.0% 7.0 1.14 45 49 5.8%
Birmingham........................ 2 1 1 32.5% 19.1 1.70 51 55 4.9%
Dayton............................ 1 1 2 25.5% 19.0 1.34 55 52 4.7%
Tulsa............................. 3 2 1 41.8% 33.0 1.27 56 60 7.4%
Bridgeport........................ 1 -- 3 21.6% 12.3 1.76 58 111 5.1%
Syracuse.......................... 3 2 1 55.3% 34.9 1.58 71 68 0.4%
</TABLE>

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(1) Audience share data based upon all Persons 12+.

1
<PAGE> 10

opportunities or turnaround potential and can therefore be characterized as
developing stations. Cox Radio believes these stations can achieve significant
broadcast cash flow growth by employing the Company's operating strategy.
Management believes that its portfolio of stations in different stages of
development enables it to maximize the Company's growth potential.

OPERATING STRATEGY

Cox Radio operates its stations in clusters to (i) enhance net revenue
growth by increasing the appeal of the Company's radio stations to advertisers
and enabling such stations to compete more effectively with other forms of
advertising and (ii) achieve operating efficiencies by consolidating broadcast
facilities, eliminating duplicative positions in management and production and
reducing overhead expenses. In addition, Cox Radio has demonstrated an ability
to acquire underperforming stations and develop them into ratings and revenue
leaders. This is achieved through the Company's management philosophy which
emphasizes (i) market research and targeted programming; (ii) a customer-focused
selling strategy; and (iii) marketing and promotional activities. This
management philosophy is designed and coordinated by Cox Radio's experienced
senior operating management and implemented on a local level by the Company's
station managers. Cox Radio invests significant resources to identify and train
local managers who are given the responsibility for day-to-day operations of the
stations and the flexibility to develop policies that will improve station
performance and establish long-term relationships with advertisers.

ACQUISITION STRATEGY

During the last several years, the Company has implemented its clustering
strategy through the acquisition of radio stations in several of its existing
markets, and it intends to continue to make acquisitions in the 12 markets in
which it will operate following the completion of the Pending Transactions. In
the past, the Company has primarily acquired underperforming stations. Cox Radio
may also make opportunistic acquisitions in additional markets in which the
Company believes that it can cost-effectively achieve a leading position in
terms of audience and revenue share. In evaluating acquisition opportunities in
additional markets, Cox Radio intends to focus primarily on demographically
attractive markets, such as those in the Sunbelt, and markets ranked between ten
and 60 in terms of radio advertising revenues. The Company believes that such
markets offer the greatest potential for growth relative to the cost of entry.
Management also believes that Cox Radio will have the financial resources and
management expertise to continue to pursue its acquisition strategy.

PENDING TRANSACTIONS

Within the last six months, Cox Radio has entered into the following
transactions:

NEWCITY ACQUISITION

In July 1996, Cox Radio agreed to acquire NewCity for an aggregate
consideration of approximately $253 million, consisting of approximately $166
million in cash and approximately $87 million in assumption of NewCity debt. The
NewCity Acquisition will provide Cox Radio with an additional 18 stations (12 FM
and 6 AM): 14 stations in five new markets (Birmingham, Bridgeport, Orlando, San
Antonio and Tulsa) and four stations in two existing markets (Atlanta and
Syracuse). Three of the five new markets are in the Sunbelt, a region which the
Company believes will, over the next several years, demonstrate greater radio
advertising revenue growth than the U.S. radio industry as a whole. The
acquisition of three radio stations in Syracuse will provide Cox Radio with five
stations (three FM and two AM) and a 55% radio revenue share in that market, and
the acquisition of four radio stations in Orlando, together with the three
stations acquired in the Orlando Acquisition (see below), will provide Cox Radio
with seven stations (four FM and three AM) and a 31% radio revenue share in that
market. The Company expects NewCity's management group to join Cox Radio,
providing continuity and management depth to the combined organization. Cox
Radio expects to consummate the NewCity Acquisition in the first half of 1997.

2
<PAGE> 11

ORLANDO ACQUISITION

In June 1996, in order to expand its cluster of Orlando stations, Cox Radio
agreed to exchange its two Chicago radio stations for three Orlando stations
(the "Orlando Acquisition") and approximately $20 million in cash. Cox Radio
expects to consummate the Orlando Acquisition in the first half of 1997.

LOUISVILLE ACQUISITION

In June 1996, Cox Radio agreed to acquire a Louisville FM station for $2.5
million in cash (the "Louisville Acquisition"), which will provide Cox Radio
with its third FM station and an 8% revenue share in that market. Cox Radio
expects to consummate the Louisville Acquisition in the third quarter of 1996.

MIAMI DISPOSITION

In April 1996, Cox Radio agreed to sell its AM station in Miami for $13
million in cash (the "Miami Disposition"). Cox Radio expects to consummate the
Miami Disposition in the fourth quarter of 1996.

TAMPA ACQUISITION

In July 1996, Cox Radio exercised its option to purchase an AM station in
Tampa for $1.5 million comprised of $0.8 million in cash and the forgiveness of
$0.7 million in amounts due to Cox Radio (the "Tampa Acquisition"). Cox Radio
expects to consummate the Tampa Acquisition in the fourth quarter of 1996.

TULSA ACQUISITION

In August 1996, Cox Radio entered into negotiations to acquire an AM and an
FM station in Tulsa for $5.5 million in cash. Cox Radio expects to consummate
the Tulsa Acquisition in the first quarter of 1997.

RELATIONSHIP WITH COX ENTERPRISES, INC.

Cox Radio is currently an indirect, wholly-owned subsidiary of CEI. CEI, a
privately-held corporation headquartered in Atlanta, Georgia, is one of the
largest media companies in the United States, with consolidated 1995 revenues of
approximately $4 billion. CEI, which has a 98-year history in the media and
communications industry and a 62-year history in the radio broadcasting
business, publishes 18 daily newspapers, owns and operates seven television
stations and owns approximately 75% of Cox Communications, Inc. ("CCI"), a
publicly-traded broadband communications company (NYSE: COX) with approximately
3.3 million cable television customers. CEI is also the world's largest operator
of auto auctions through Manheim Auctions.

Immediately prior to the closing of the Offerings, all of CEI's U.S. radio
operations will be transferred to Cox Radio (the "Cox Radio Consolidation").
Following the Cox Radio Consolidation, Cox Radio and its subsidiaries will be
indebted to CEI in the amount of approximately $107.1 million (the "CEI Notes").
Cox Radio will apply $107.1 million of the net proceeds of the Offerings to
discharge completely all amounts owed under the CEI Notes. See "Use of Proceeds"
and "Certain Relationships and Related Transactions." Upon completion of the
Offerings and the issuance of 155,000 shares of restricted Class A Common Stock
to management, CEI will own approximately 71.9% of the outstanding Common Stock
of Cox Radio and have 96.2% of the voting power of Cox Radio.

The principal executive offices of Cox Radio are located at 1400 Lake Hearn
Drive, N.E., Atlanta, Georgia 30319 and the Company's telephone number is (404)
843-5000.

3
<PAGE> 12

THE OFFERINGS

<TABLE>
<S> <C>
Class A Common Stock offered:
U.S. Offering............................... 6,000,000 shares
International Offering...................... 1,500,000 shares
Total............................... 7,500,000 shares
Common Stock to be outstanding after the
Offerings:
Class A Common Stock(1)..................... 7,655,000 shares
Class B Common Stock........................ 19,577,672 shares
Total............................... 27,232,672 shares
Voting Rights................................. There will be two classes of Common Stock
outstanding after the Offerings: Class A
Common Stock and Class B Common Stock. Except
with respect to voting and conversion, the
rights of holders of Class A Common Stock and
Class B Common Stock are identical. Each
share of Class A Common Stock is entitled to
one vote and each share of Class B Common
Stock is entitled to ten votes. Class A
Common Stock and Class B Common Stock
generally vote as a single class with respect
to all matters submitted to a vote of
stockholders. Each share of Class B Common
Stock is convertible into one share of Class
A Common Stock at the option of the holder.
See "Description of Capital Stock."
Use of Proceeds............................... Cox Radio expects to use the net proceeds
from the Offerings to repay the CEI Notes, to
partially fund the NewCity Acquisition and
for general corporate purposes. In order to
consummate the NewCity Acquisition, Cox Radio
will be required to incur indebtedness. See
"Use of Proceeds."
Proposed NYSE Symbol.......................... "CXR"
</TABLE>

- ---------------

(1) If the Underwriters' over-allotment option were exercised in full, 8,780,000
shares of Class A Common Stock would be outstanding after the Offerings. See
"Underwriting" and "Description of Capital Stock." Includes 155,000 shares
of restricted stock to be issued to management at the effective time of the
Offerings pursuant to Cox Radio's Long-Term Incentive Plan. Does not include
2,620,000 shares of Class A Common Stock reserved for issuance under Cox
Radio's Long-Term Incentive Plan, Stock Purchase Plan and Directors
Restricted Stock Plan (as defined herein), of which 760,000 shares will be
issuable upon exercise of options granted at the effective time of the
Offerings at an exercise price per share equal to the initial public
offering price. See "Management -- Long-Term Incentive Plan."

4
<PAGE> 13

SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following pro forma financial data are derived from the Unaudited Pro
Forma Combined Statements of Operations and Balance Sheet (the "Pro Forma
Financial Data") included elsewhere in this Prospectus. The pro forma combined
statements of operations data give effect to the Transactions (as defined
herein) as if they had occurred as of January 1, 1995 and the pro forma combined
balance sheet data give effect to the Transactions (other than the Prior
Acquisitions (as defined herein)) as if they had occurred as of June 30, 1996.
The Transactions include (i) the acquisition of WRKA-FM and WRVI-FM in
Louisville, which was completed by Cox Radio in January 1996 (the "Prior
Louisville Acquisition"); (ii) the acquisition of WHEN-AM and WWHT-FM in
Syracuse, which was completed by Cox Radio in June 1996 (the "Prior Syracuse
Acquisition" and, together with the Prior Louisville Acquisition, the "Prior
Acquisitions"); (iii) the Orlando Acquisition, the Louisville Acquisition, the
Tulsa Acquisition and the Miami Disposition (collectively, the "Other Pending
Transactions"); (iv) the Offerings; and (v) the NewCity Acquisition. The Pro
Forma Financial Data do not purport to represent what Cox Radio's results of
operations or financial condition would actually have been had the Transactions
in fact occurred on such dates or to project Cox Radio's results of operations
or financial condition for any future period or at any future date. The Summary
Unaudited Pro Forma Financial Information is based on certain assumptions and
adjustments described in the Notes to the Unaudited Pro Forma Combined
Statements of Operations and Balance Sheet and should be read in conjunction
therewith. See also "Management's Discussion and Analysis of the Pro Forma
Combined Results of Operations," "Management's Discussion and Analysis of
Financial Condition and Results of Operations of Cox Radio," "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
NewCity," and the Consolidated Financial Statements for each of Cox Radio and
NewCity included elsewhere in this Prospectus.

Consummation of each of the Pending Transactions is subject to certain
conditions, including the approval of the FCC. Two of the Pending Transactions
are also being reviewed by the DOJ pursuant to HSR. There can be no assurance
that such FCC approval will be obtained, that in connection with such HSR
review, the DOJ will not require restructuring of such transactions or that such
other required conditions will be satisfied or waived.

<TABLE>
<CAPTION>
PRO FORMA
---------------------------------
YEAR ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
------------ ----------------
1995 1995 1996
------------ ----- ------
(DOLLARS IN MILLIONS,
EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues(1)............................................. $168.4 $80.5 $ 90.7
Station operating expenses.................................. 121.6 59.4 64.6
Corporate general and administrative expenses............... 4.4 2.3 2.7
Depreciation and amortization............................... 15.4 7.5 7.9
------------ ----- ------
Operating income............................................ 27.0 11.3 15.5
Interest expense............................................ 20.6 10.1 10.5
Net income (loss)........................................... 1.2 (.9) 1.5
Net income (loss) per share................................. .04 (.03) .06
Number of shares outstanding................................ 27.2 27.2 27.2
OTHER OPERATING AND FINANCIAL DATA:
Broadcast cash flow(2)...................................... $ 46.8 $21.1 $ 26.1
Broadcast cash flow margin(2)............................... 27.8% 26.2% 28.8%
EBITDA(2)................................................... $ 42.4 $18.8 $ 23.4
After-tax cash flow(2)...................................... 16.6 6.6 9.4
Net debt to EBITDA(3)....................................... -- -- 4.9x
BALANCE SHEET DATA (end of period):
Cash and cash equivalents................................... $ -- $ -- $ 29.0(4)
Intangible assets, net...................................... -- -- 379.8
Total assets................................................ -- -- 498.3
Total debt.................................................. -- -- 258.6
Shareholders' equity........................................ -- -- 207.5
</TABLE>

5
<PAGE> 14

- ---------------

(1) Total revenues less advertising agency commissions.
(2) "Broadcast cash flow" consists of operating income plus depreciation and
amortization and corporate general and administrative expenses. "Broadcast
cash flow margin" is broadcast cash flow as a percentage of net revenues.
"EBITDA" is operating income plus depreciation and amortization. "After-tax
cash flow" is income (loss) before extraordinary items, plus depreciation
and amortization. Although broadcast cash flow, broadcast cash flow margin,
EBITDA and after-tax cash flow are not recognized under GAAP, they are
accepted by the broadcasting industry as generally recognized measures of
performance and are used by analysts who report publicly on the condition
and performance of broadcast companies. For the foregoing reasons, the
Company believes that these measures are useful to investors. However,
investors should not consider these measures to be an alternative to
operating income as determined in accordance with GAAP, an alternative to
cash flows from operating activities (as a measure of liquidity) or an
indicator of the Company's performance under GAAP.

(3) For purposes of this calculation, EBITDA is based on pro forma results for
the twelve month period ending June 30, 1996. In addition, for purposes of
this calculation, net debt includes $26.7 million of restricted cash,
representing the net proceeds from the Miami Disposition and the Orlando
Acquisition, net of the cash to be used for the Tulsa Acquisition. The
Company intends to use such cash for the acquisition of additional radio
properties in transactions which qualify as deferred like kind exchanges. To
qualify, such acquisitions must be consummated within 180 days of receipt of
the proceeds from the Miami Disposition and the Orlando Acquisition,
respectively. If qualifying acquisitions are not consummated within the
required time, the $26.7 million in restricted cash will be subject to tax
liability. In such event, assuming a tax rate of 38%, the net debt to EBITDA
ratio would be 5.2x.

(4) Includes cash of $26.7 million, representing the net proceeds from the Miami
Disposition and the Orlando Acquisition, net of the cash to be used for the
Tulsa Acquisition. The Company intends to use the proceeds from the Miami
Disposition and the Orlando Acquisition for the acquisition of additional
radio properties in transactions which will qualify as deferred like-kind
exchanges. See "Unaudited Pro Forma Combined Financial Data."

6
<PAGE> 15

SUMMARY HISTORICAL FINANCIAL DATA

The following sets forth summary historical financial data for Cox Radio
and NewCity for the three years ended December 31, 1993, 1994 and 1995 and the
six months ended June 30, 1995 and 1996. The comparability of the historical
consolidated financial data reflected herein has been significantly impacted by
acquisitions and dispositions. The information presented below is qualified in
its entirety by, and should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations of Cox Radio,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of NewCity," and the Consolidated Financial Statements for each of
Cox Radio and NewCity included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
COX RADIO
-------------------------------------------------
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------- ---------------
1993 1994 1995 1995 1996
----- ------- ------- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues(1)................................ $95.0 $111.5 $123.6 $58.6 $66.3
Station operating expenses..................... 67.9 76.3 90.0 43.0 47.3
Corporate general and administrative
expenses(2)................................. 2.5 2.7 5.9 1.9 2.3
Depreciation and amortization.................. 7.3 6.9 7.2 3.7 4.0
----- ------ ------ ----- -----
Operating income............................... 17.3 25.6 20.5 10.0 12.7
Net income (loss)(3)........................... (1.1)(4) 11.2 8.2 3.8 5.2
OTHER OPERATING DATA:
Broadcast cash flow(5)......................... $27.1 $ 35.2 $ 33.6 (6) $15.6 $19.0
Broadcast cash flow margin(5).................. 28.5% 31.6 % 27.2 % 26.6% 28.7%
EBITDA(5)...................................... $24.6 $ 32.5 $ 27.7 (6) $13.7 $16.7
After-tax cash flow(5)......................... 13.8 18.1 15.4 7.5 9.2
Net cash provided by operating activities...... 11.4 14.1 14.0 6.3 9.1
Net cash used in investing activities.......... 6.1 12.3 17.3 2.1 15.2
Net cash provided by (used in) financing
activities.................................. (4.8) (1.6 ) 3.1 (4.3) 6.1
Number of stations owned or operated or for
which services are provided(7).............. 15 16 18 18 20
</TABLE>

<TABLE>
<CAPTION>
NEWCITY
---------------------------------------------
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------- ---------------
1993 1994 1995 1995 1996
----- ----- ----- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues(1).................................. $53.3 $52.7(8) $55.6 $27.4 $28.9
Station operating expenses....................... 36.8 36.9 40.7 20.3 20.3
Corporate general and administrative expenses.... 1.9 1.8 1.7 1.0 0.9
Depreciation and amortization.................... 3.8 3.1 3.5 1.5 1.6
----- ----- ----- ----- -----
Operating income................................. 10.8 10.9 9.7 4.6 6.1
Net income (loss)(3)............................. 11.0(9) 2.1 (0.4) (0.3) 0.7
OTHER OPERATING DATA:
Broadcast cash flow(5)........................... $16.5 $15.8(8) $14.9(10) $ 7.1 $ 8.6
Broadcast cash flow margin(5).................... 31.0% 30.0% 26.8% 25.9% 29.8%
EBITDA(5)........................................ $14.6 $14.0(8) $13.2(10) $ 6.1 $ 7.7
After-tax cash flow(5)........................... 16.9 5.3 3.1 1.2 2.3
Net cash provided by operating activities........ 6.9 4.2 2.4 -- 1.4
Net cash provided by (used in) investing
activities.................................... 12.9 7.1 (13.3) (12.7) (1.2)
Net cash provided by (used in) financing
activities.................................... (20.1) (13.6) 11.0 12.6 0.3
Number of stations owned or operated or for which
services are provided(7)...................... 14 17 17 17 19
</TABLE>

7
<PAGE> 16

- ---------------

(1) Total revenues less advertising agency commissions.

(2) As described in Note 9 to the Consolidated Financial Statements of Cox
Radio, certain of Cox Radio's executives participate in CEI's stock-based
compensation plan (the "Unit Appreciation Plan" or "UAP"). Because CEI and
Cox Radio are private companies, the benefits under the UAP are generally
payable in cash. This cash payment option has resulted in charges to
compensation expense of $0.9 million, $0.8 million and $1.6 million for the
years ended December 31, 1993, 1994 and 1995, respectively, and $0.8 million
and $1.2 million for the six months ended June 30, 1995 and 1996,
respectively. This compensation expense is included in historical corporate
general and administrative expenses. Public companies traditionally
implement stock award plans that provide for the issuance of stock to
participants and do not result in compensation expense under applicable
accounting standards. The Company intends to implement such a plan in 1996
and, therefore, Cox Radio does not expect to incur this expense in future
periods. See "Management -- Cox Enterprises, Inc. Unit Appreciation Plan"
and " -- Long-Term Incentive Plan." In addition, year ended December 31,
1995 corporate general and administrative expenses include a nonrecurring
corporate charge.

(3) Historical earnings per share information for Cox Radio is not presented as
it is not considered meaningful and may be misleading to potential investors
given the Cox Radio Consolidation immediately prior to the Offerings and the
recent significant acquisition and disposition activity of the Company. In
addition, historical earnings per share information for NewCity is not
presented because NewCity does not have publicly traded equity securities
and is not registering stock to be sold in a public market.

(4) Includes a $7.6 million noncash charge for the cumulative effect of
accounting changes. See further discussion in Notes 2, 7 and 8 to the
Consolidated Financial Statements of Cox Radio.

(5) "Broadcast cash flow" consists of operating income plus depreciation and
amortization and corporate general and administrative expenses. "Broadcast
cash flow margin" is broadcast cash flow as a percentage of net revenues.
"EBITDA" is operating income plus depreciation and amortization. "After-tax
cash flow" is income (loss) before extraordinary items, plus depreciation
and amortization. Although broadcast cash flow, broadcast cash flow margin,
EBITDA and after-tax cash flow are not recognized under GAAP, they are
accepted by the broadcasting industry as generally recognized measures of
performance and are used by analysts who report publicly on the condition
and performance of broadcast companies. For the foregoing reasons, the
Company believes that these measures are useful to investors. However,
investors should not consider these measures to be an alternative to
operating income as determined in accordance with GAAP, an alternative to
cash flows from operating activities (as a measure of liquidity) or an
indicator of the Company's performance under GAAP.

(6) Declines in broadcast cash flow and EBITDA from the prior year are due
mainly to the impact of the baseball strike on advertiser spending, the cost
of sports programming rights in Atlanta, start-up costs related to
acquisitions or LMA's consummated in late 1994 and early 1995 and a
nonrecurring corporate charge in 1995. See further discussion in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of Cox Radio."

(7) For the years ended December 31, 1994 and 1995 and the six months ended
June 30, 1995 and 1996, WJZF-FM (Atlanta) is included in Cox Radio's number
of stations owned or operated or for which sales and marketing services are
provided because it was operated by Cox Radio during those periods under an
LMA agreement with NewCity.

(8) Declines in net revenues, broadcast cash flow and EBITDA from 1993 are due
mainly to the sale of WYAY-FM (Atlanta) and the transfer of the operations
of WJZF-FM (Atlanta) to Cox Radio pursuant to an LMA. See further discussion
in "Management's Discussion and Analysis of Financial Condition and Results
of Operations of NewCity."

(9) Includes a $15.0 million pre-tax gain on the sale of broadcast property
assets. See further discussion in "Management's Discussion and Analysis of
Financial Condition and Results of Operations of NewCity."

(10) Declines in broadcast cash flow and EBITDA from 1994 are due mainly to the
losses incurred from the results of developing stations in KJSR-FM (Tulsa)
and WZKD-AM (Orlando) that began operating in January 1995. See further
discussion in "Management's Discussion and Analysis of Financial Condition
and Results of Operations of NewCity."

8
<PAGE> 17

RISK FACTORS

Prospective investors should carefully consider the following risk factors,
in addition to the other information contained elsewhere in this Prospectus,
prior to making an investment in the Class A Common Stock.

FAILURE TO CONSUMMATE THE PENDING TRANSACTIONS

Although Cox Radio has entered into definitive contracts regarding the
NewCity Acquisition and the Other Pending Transactions (except for the Tulsa
Acquisition, for which Cox Radio expects to enter into a definitive agreement
shortly), there can be no assurance that any of the Pending Transactions will be
consummated. Consummation of each of the Pending Transactions is subject to
certain closing conditions, including the receipt of FCC approval. The NewCity
Acquisition and the Orlando Acquisition are also being reviewed by the DOJ
pursuant to HSR. There can be no assurance that such FCC approval will be
obtained, that in connection with such HSR review, the DOJ will not require
restructuring of such transactions or that the other closing conditions to any
of the Pending Transactions will be satisfied or waived.

Since CEI owns a television station in Orlando, the Company must obtain
waivers of the FCC's radio-television cross-ownership rule in order to complete
the NewCity Acquisition insofar as it pertains to NewCity's stations in Orlando
and the Orlando Acquisition. Although the Company expects to obtain such
waivers, there can be no assurance that such waivers will be granted. In the
absence of permanent waivers, the Company will request, and the Company would
expect the FCC to grant, temporary waivers of the cross-ownership rule on the
condition that Cox Radio divest its ownership of one or more of its radio
stations in Orlando within a six-to-eighteen month period following the NewCity
Acquisition and the Orlando Acquisition. Since CEI also owns a television
station and two daily newspapers in Atlanta, the Company also must obtain
waivers of the FCC's radio-television and radio-newspaper cross-ownership rules
in order to complete the NewCity Acquisition as it pertains to NewCity's station
in Atlanta. The Company has requested, and expects the FCC to grant, temporary
waivers of these cross-ownership rules on the condition that Cox Radio divest
its ownership of the NewCity Atlanta station within an eighteen month period
following the closing of the NewCity Acquisition or upon modification of the
FCC's ownership rules such that Cox Radio would be permitted to own NewCity's
Atlanta station on a permanent basis without a waiver. There can be no assurance
that the FCC will grant such waivers.

Additionally, if the requisite approval from the FCC is obtained, Cox Radio
may consummate the Pending Transactions before such approval becomes "final"
(that is, before the close of the time period within which aggrieved parties may
petition the FCC, or the FCC may on its own motion determine, to reconsider its
consent). If Cox Radio consummates any of the Pending Transactions before the
FCC consent becomes "final", and the FCC reconsiders its consent within the
applicable time period, it is possible that the FCC would rescind its consent of
the Pending Transactions and require the parties in effect to "unwind" part or
all of the transaction. Cox Radio is unable to predict whether, if FCC approval
of the Pending Transactions is received, the FCC would reconsider its approval
or the consequences thereof. However, if FCC approval of the Pending
Transactions is received, Cox Radio believes the possibility of the FCC
requiring Cox Radio to unwind part or all of the Pending Transactions would be
remote, and Cox Radio presently knows no reason why the FCC would take such an
action. If part or all of the Pending Transactions were required to be unwound,
there can be no assurance as to the effect upon Cox Radio.

In connection with the Orlando Acquisition, the DOJ has issued a request
for additional information (the "Orlando Second Request") seeking the production
of documents and other information on the Chicago and Orlando radio markets. In
connection with the NewCity Acquisition, the DOJ has issued a second request
(the "NewCity Second Request") seeking the production of documents and other
information on the Orlando radio market. There can be no assurance that the DOJ
will not require restructuring of the acquisitions, potentially including the
divestiture of certain stations, as part of the HSR process.

Obtaining the FCC rule waivers, or complying with the Orlando Second
Request and the NewCity Second Request, could delay or prevent consummation of
the NewCity Acquisition and the Orlando

9
<PAGE> 18

Acquisition. If any Pending Transaction is not consummated, there can be no
assurance that Cox Radio will be able to enter into comparable transactions.

RISKS ASSOCIATED WITH ACQUISITION STRATEGY

In addition to the Pending Transactions, Cox Radio intends to continue to
evaluate the acquisition of additional radio stations or radio station groups.
Any such acquisition will be subject to FCC approval and FCC limits on the
number and location of broadcasting properties that any one person or entity may
own. In addition, Cox Radio competes and will continue to compete with many
other buyers for the acquisition of radio stations. Some of those competitors
have greater financial resources than Cox Radio. As a result of these and other
factors, there can be no assurance that future acquisitions will be available on
attractive terms.

While management expects to realize certain operating synergies and cost
savings as a result of the Pending Transactions and any future acquisition,
there can be no assurance that such synergies and savings will be achieved, that
the integration of Cox Radio and new stations or management groups can be
accomplished successfully or on a timely basis or that the Company's operating
strategy can be implemented. In addition, as a result of the Pending
Transactions, management will be required to operate substantially larger radio
station groups in certain markets. As a result, the Pending Transactions and any
future acquisition may have an adverse affect on Cox Radio's financial position
and results of operations.

IMPORTANCE OF LOS ANGELES AND ATLANTA RADIO STATIONS

In 1995, the Company's three radio stations in Los Angeles and four radio
stations in Atlanta generated approximately 35% and 25%, respectively, of Cox
Radio's net revenues. On a pro forma basis after giving effect to the Pending
Transactions, such radio stations in Los Angeles and Atlanta would have
generated approximately 26% and 18%, respectively, of Cox Radio's net revenues
in 1995. A significant decline in net revenues from the Company's stations in
these markets, as a result of a ratings decline or otherwise, could have a
material adverse effect on Cox Radio's financial position and results of
operations.

COMPETITION

Radio broadcasting is a highly competitive business. Each of the Company's
radio stations competes for audience share and advertising revenue directly with
other radio stations, as well as with other electronic and print media within
its respective market. There are typically other well-capitalized firms
competing in the same geographic markets as Cox Radio.

The financial success of each of the Company's radio stations is dependent
principally upon its share of the overall advertising revenue within its
geographic market, its promotional and other expenses incurred to obtain that
revenue and the economic strength of its geographic market. Radio advertising
revenues are, in turn, highly dependent upon audience share. Other stations may
change programming formats to compete directly with the Company's stations for
listeners and advertisers or launch aggressive promotional campaigns in support
of already existing competitive formats. If a competitor, particularly one with
substantial financial resources, were to attempt to compete in either of these
fashions, ratings at the Company's affected station could be negatively
impacted, resulting in lower net revenues.

Radio broadcasting is also subject to competition from electronic and print
media. Potential advertisers can substitute advertising through broadcast
television, cable television systems (which can offer concurrent exposure on a
number of cable networks to enlarge the potential audience), daily, weekly, and
free-distribution newspapers, other print media, direct mail, and on-line
computer services for radio advertising. Competing media commonly target the
customers of their competitors, and advertisers regularly shift dollars from
radio to these competing media and vice versa. Accordingly, there can be no
assurance that any of the Company's radio stations will be able to maintain or
increase its current audience share and advertising revenue share.

Radio broadcasting is also subject to competition from new media
technologies that are being developed or introduced, such as the delivery of
audio programming by cable television systems or the introduction of digital
audio broadcasting ("DAB"). DAB may deliver multi-channel, multi-format digital
radio services with

10
<PAGE> 19

sound quality equivalent to compact discs by satellite to nationwide and
regional audiences. Cox Radio cannot predict the effect, if any, that any such
new technologies may have generally on the radio broadcasting industry as a
whole or on the Company's radio stations.

BENEFITS OF OFFERING TO AFFILIATED ENTITY

After the consummation of the Offerings, Cox Radio will pay approximately
$107.1 million or 98.3% of the net proceeds of the Offerings to fully discharge
the CEI Notes. As a result, $1.9 million or 1.7% of the net proceeds of the
Offerings will be available to the Company for other purposes. Immediately
following the repayment of the CEI Notes, Cox Radio will not have any
indebtedness. See "Capitalization", "Use of Proceeds" and "Certain Relationships
and Related Transactions."

RADIO BROADCASTING INDUSTRY AND ECONOMIC CONDITIONS

The profitability of the Company's radio stations is subject to various
factors that influence the radio broadcasting industry as a whole. The Company's
radio stations may be affected by numerous factors, including changes in
audience tastes, priorities of advertisers, new laws, governmental regulations
and policies, changes in broadcast technical requirements, technological changes
and proposals to eliminate the tax deductibility of expenses incurred by
advertisers. Cox Radio cannot predict which, if any, of these or other factors
might have a significant impact on the radio broadcasting industry in the
future, nor can it predict what impact, if any, the occurrence of these or other
events might have on Cox Radio's operations. Generally, advertising tends to
decline during economic recession or downturn. Consequently, Cox Radio's
advertising revenue is likely to be adversely affected by a recession or
downturn in the United States economy, the economy of an individual geographic
market in which the Company owns or operates radio stations, or provides sales
and marketing services for, or other events or circumstances that adversely
affect advertising activity.

GOVERNMENT REGULATION OF RADIO BROADCASTING INDUSTRY

The radio broadcasting industry is subject to extensive and changing
regulation. Among other things, the Communications Act of 1934, as amended (the
"Communications Act") and FCC rules and policies limit the number of stations
that one entity can own in a given market. The Communications Act and FCC rules
and policies also require FCC approval for transfers of control of licensees and
assignments of FCC licenses. The filing of petitions or complaints against Cox
Radio or other FCC licensees could result in the FCC delaying the grant of, or
refusing to grant, its consent to the assignment of licenses to or from an FCC
licensee or the transfer of control of an FCC licensee. In certain
circumstances, the Communications Act and FCC rules will operate to impose
limitations on alien ownership and voting of the Common Stock. There can be no
assurance that there will not be changes in the current regulatory scheme, the
imposition of additional regulations or the creation of new regulatory agencies,
which changes could restrict or curtail the ability of Cox Radio to acquire,
operate and dispose of stations or, in general, to compete profitably with other
operators of radio and other media properties. Moreover, there can be no
assurance that there will not be other regulatory changes, including aspects of
deregulation, that will result in a decline in the value of the stations
operated by Cox Radio or adversely affect Cox Radio's competitive position. See
"Business -- Federal Regulation of Radio Broadcasting."

Each of the Company's radio stations operates pursuant to one or more
licenses issued by the FCC that presently have a maximum term of seven years.
The Company's licenses expire at various times through August 1, 2003. Although
Cox Radio has applied or will apply to renew these licenses, third parties may
challenge the Company's renewal applications. While Cox Radio is not aware of
facts or circumstances that would prevent the Company from having its current
licenses renewed, there can be no assurance that the licenses will be renewed.
Failure to obtain the renewal of any of Cox Radio's broadcast licenses or to
obtain FCC approval for an assignment or transfer to Cox Radio of a license in
connection with a radio station acquisition may have a material adverse effect
on the Company's business and operations. In addition, if Cox Radio or any of
its officers, Directors or significant stockholders materially violates the
FCC's rules and regulations or the Communications Act, is convicted of a felony
or is found to have engaged in unlawful

11
<PAGE> 20

anticompetitive conduct or fraud upon another government agency, the FCC may, in
response to a petition from a third party or on its own initiative, in its
discretion, commence a proceeding to impose sanctions upon Cox Radio which could
involve the imposition of monetary fines, the revocation of Cox Radio's
broadcast licenses or other sanctions. If the FCC were to issue an order denying
a license renewal application or revoking a license, Cox Radio would be required
to cease operating the applicable radio station only after Cox Radio had
exhausted all rights to administrative and judicial review without success.

CONTROL BY CEI; CERTAIN ANTI-TAKEOVER PROVISIONS

Prior to the Offerings, CEI, through wholly-owned subsidiaries,
beneficially owned 100% of the outstanding Common Stock and 100% of the voting
power of Cox Radio, allowing CEI to control all actions taken by Cox Radio.
After giving effect to the Offerings and the issuance of 155,000 shares of
restricted Class A Common Stock to management, CEI, through wholly-owned
subsidiaries, will own approximately 71.9% of the outstanding Common Stock and
have 96.2% of the voting power of Cox Radio. As a result, CEI will be able to
elect all the members of the Board of Directors of Cox Radio (the "Cox Radio
Board") and effect other transactions without the approval of Cox Radio's public
stockholders. Cox Radio's Amended and Restated Certificate of Incorporation (the
"Cox Radio Certificate") and Amended and Restated Bylaws (the "Bylaws") also
contain certain anti-takeover provisions. See "Description of Capital
Stock -- Anti-takeover Provisions." This voting control or these anti-takeover
provisions may have the effect of discouraging certain types of transactions
involving an actual or potential change of control of Cox Radio, including
transactions in which the holders of Class A Common Stock might otherwise
receive a premium for their shares over the then-current market prices, because
the consummation of any such change of control would require the consent of CEI
or require compliance with such anti-takeover provisions.

POTENTIAL CONFLICTS OF INTEREST

The interests of CEI, which operates businesses in other industries,
including television broadcasting, broadband communications, auto auctions and
newspapers, may from time to time diverge from the interests of Cox Radio.
Conflicts of interest between Cox Radio and CEI could arise with respect to
business dealings between them, including potential acquisitions of businesses
or properties, the issuance of additional securities, the election of new or
additional members of the Cox Radio Board and the payment of dividends by Cox
Radio. Cox Radio will form an audit committee of the Cox Radio Board which will
consist of independent directors and which will address certain potential
conflicts of interest that may arise between the Company and CEI. There can be
no assurance that any conflicts of interest will be resolved in favor of Cox
Radio.

DEPENDENCE ON KEY PERSONNEL

Cox Radio's business depends upon the continued efforts, abilities and
expertise of its executive officers and other key employees, including Robert F.
Neil and, subsequent to the consummation of the NewCity Acquisition, Richard A.
Ferguson. The loss of the services of any executive officer or other key
employee could have a material adverse effect on Cox Radio's financial condition
and results of operations. Although there can be no assurance that the Company
will be successful in retaining any executive officer or other key employee, the
Company's incentive arrangements have been structured to encourage such
executive officers and other key employees to remain with the Company.

RESTRICTIONS IMPOSED BY NEWCITY DEBT

NewCity is, and subsequent to the consummation of the NewCity Acquisition,
will continue to be, subject to certain restrictions pursuant to the terms of
its 11.375% Senior Subordinated Notes due 2003 (the "NewCity Notes"). See
"Description of Indebtedness -- NewCity Notes." Such restrictions could limit
NewCity's ability to declare dividends or to incur additional debt. In addition,
the change of control contemplated pursuant to the NewCity Acquisition will
trigger an obligation on the part of NewCity to offer to repurchase the NewCity
Notes at 101% of the principal amount thereof plus accrued and unpaid interest
to the date of any such repurchase. If NewCity is required to repurchase any of
the NewCity Notes, the Company expects to fund such repurchase through debt
financing, including bank financing.

12
<PAGE> 21

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offerings and the issuance of 155,000 shares of
restricted Class A Common Stock to management, Cox Radio will have outstanding
7,655,000 shares of Class A Common Stock (assuming no exercise of the
Underwriters' overallotment option) and 19,577,672 shares of Class B Common
Stock. In addition, Cox Radio will have outstanding options to purchase 760,000
shares of Class A Common Stock. Of these shares, the 7,500,000 shares of Class A
Common Stock offered hereby will be freely transferable without restriction or
further registration under the Securities Act, except that any shares purchased
by "affiliates" of the Company, as that term is defined in Rule 144 under the
Securities Act ("Affiliates"), may generally only be sold subject to certain
restrictions as to timing, manner and volume. The remaining 155,000 shares of
Class A Common Stock outstanding are "restricted securities" within the meaning
of Rule 144 under the Securities Act. Such shares and the 19,577,672 shares of
Class B Common Stock held indirectly by CEI (an Affiliate) may not be sold in
the absence of registration under the Securities Act unless an exemption from
registration is available, including an exemption afforded by Rule 144 under the
Securities Act.

The Company, its directors, CEI and certain officers of the Company, who
will directly or indirectly own 19,577,672 shares of Class B Common Stock,
155,000 shares of restricted Class A Common Stock and options to purchase
760,000 shares of Class A Common Stock upon completion of the Offerings, have
agreed not to, directly or indirectly, offer for sale, sell or otherwise dispose
of, or announce the offering of, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock for a period of
180 days after the date of this Prospectus without the prior written consent of
Lehman Brothers Inc.

No prediction can be made as to the effect, if any, that sales of shares of
Common Stock or the availability of shares for sale will have on the market
price of the Class A Common Stock. Nevertheless, sales of significant numbers of
shares of Common Stock in the public market could adversely affect the market
price of the Class A Common Stock and could impair the Company's ability to
raise capital through an offering of its equity securities. See "Shares Eligible
for Future Sale" and "Underwriting."

NO PRIOR PUBLIC MARKET

Prior to the Offerings, there has been no public market for the Class A
Common Stock and there can be no assurance that an active public market will
develop or, if one does develop, that it will be maintained. The initial public
offering price for the Class A Common Stock will be determined by negotiations
among Cox Radio and the representatives of the Underwriters based upon the
consideration of certain factors set forth herein under "Underwriting." There
can be no assurance that the initial public offering price will correspond to
the price at which the Class A Common Stock will trade in the public market
subsequent to the Offerings. Market conditions in the radio industry may have an
adverse impact on the market price of the Class A Common Stock. Furthermore, the
stock market typically experiences volatility that affects the market price of
companies' securities in ways often unrelated to the operating performance of
such companies. These market fluctuations may adversely affect the market price
of the Class A Common Stock.

DILUTION

Persons purchasing shares of Class A Common Stock in the Offerings will
sustain immediate dilution in net tangible book value per share. See "Dilution."

13
<PAGE> 22

USE OF PROCEEDS

The net proceeds from the sale of the 7,500,000 shares of Class A Common
Stock offered hereby are estimated to be approximately $109 million
(approximately $126 million if the Underwriters' over-allotment option is
exercised in full), assuming an initial public offering price of $16 per share
(the midpoint of the currently anticipated range of the initial public offering
price set forth on the cover page of this Prospectus), and after deducting the
underwriting discount and estimated offering expenses. Cox Radio intends to use
approximately $107.1 million of such net proceeds to repay all amounts then
outstanding under the CEI Notes. The balance of the net proceeds will be
available for general corporate purposes and acquisitions, including to
partially fund the NewCity Acquisition. Although Cox Radio is repaying
indebtedness with the net proceeds of the Offerings, Cox Radio will be required
to borrow approximately $164 million to consummate the NewCity Acquisition. Cox
Radio expects to be able to obtain the required loan from a syndicate of banks.
If such bank financing is not available, the necessary funds will be loaned by
CEI to Cox Radio at prevailing market rates. See "The NewCity Acquisition -- The
Guaranty."

The CEI Notes bear interest at a variable rate of interest equal to the
prime rate (as reported by Chase Manhattan Bank, N.A.) plus 1.5% (9.75% as of
August 15, 1996) and are repayable in full on December 31, 1999. Borrowings
under the CEI Notes relate to operations and acquisitions, including the Prior
Syracuse Acquisition and the Louisville Acquisition. See "Certain Relationships
and Related Transactions" and "Description of Indebtedness."

DIVIDEND POLICY

Cox Radio currently intends to retain any future earnings for use in the
development and operation of its business. Accordingly, Cox Radio does not

expect to pay cash dividends in the foreseeable future.

14
<PAGE> 23

DILUTION

Dilution is the amount by which the initial public offering price paid by
the purchasers of the shares of Class A Common Stock will exceed the net
tangible book value per share of Common Stock after the Offerings. The net
tangible book value per share of Common Stock is determined by subtracting the
total liabilities of the Company from the total book value of the tangible
assets of the Company and dividing the difference by the number of shares of
Common Stock deemed to be outstanding on the date as of which such book value is
determined.

At June 30, 1996, on a pro forma basis to reflect the Transactions
(exclusive of the Offerings), the Company had a net tangible book value
(deficit) of approximately $(282,741,000) or $(14.33) per share. After giving
effect to the sale by the Company of 7,500,000 shares of Class A Common Stock
offered hereby at an assumed initial public offering price of $16.00 per share
(the mid-point of the range set forth on the cover page of this Prospectus), and
application of the estimated net proceeds therefrom, the pro forma net tangible
book value (deficit) of the Company as of June 30, 1996 would have been
approximately $(172,319,000), or $(6.33) per share. This represents an immediate
increase in such net tangible book value of $8.00 per share to existing
stockholders and an immediate dilution to new investors of $22.33 per share. The
following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............................. $16.00
Pro forma net tangible book value (deficit) per share before the
Offerings.............................................................. $(14.33)
Increase in net tangible book value (deficit) per share attributable to
new investors.......................................................... 8.00
-------
Pro forma net tangible book value (deficit) per share after the Offerings... (6.33)
------
Dilution per share to new investors......................................... $22.33
======
</TABLE>

The following table summarizes the number of shares of Common Stock
acquired from the Company and the aggregate consideration and the average price
per share paid by existing stockholders and by purchasers of the shares of Class
A Common Stock (before deducting underwriting discounts and commissions and
offering expenses) in the Offerings:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
---------------------- ------------------------ AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ------------ ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1).......... 19,732,672 72.5% $124,360,000 50.9% $ 6.30
New investors..................... 7,500,000 27.5 120,000,000 49.1 16.00
---------- ----- ------------ -----
Total................... 27,232,672 100.0% $244,360,000 100.0%
========== ===== ============ =====
</TABLE>

- ---------------

(1) If the Underwriters' over-allotment option were exercised in full, 8,780,000
shares of Class A Common Stock would be outstanding after the Offerings. See
"Underwriting" and "Description of Capital Stock." Includes 155,000 shares
of restricted Class A Common Stock to be issued to management at the
effective time of the Offerings pursuant to Cox Radio's Long-Term Incentive
Plan. Does not include 2,620,000 shares of Class A Common Stock reserved for
issuance under Cox Radio's Long-Term Incentive Plan, Stock Purchase Plan and
Directors Restricted Stock Plan (as defined herein), of which 760,000 shares
will be issuable upon exercise of options granted at the effective time of
the Offerings at an exercise price per share equal to the initial public
offering price. See "Management -- Long-Term Incentive Plan."

15
<PAGE> 24

CAPITALIZATION

The following table sets forth the capitalization of Cox Radio at June 30,
1996 (i) on an historical basis (including the Prior Acquisitions); (ii) on a
pro forma basis after giving effect to the Other Pending Transactions; (iii) on
a pro forma basis after giving effect to the Other Pending Transactions and the
Offerings; and (iv) on a pro forma basis after giving effect to the Transactions
(other than the Prior Acquisitions). This table should be read in conjunction
with the Unaudited Pro Forma Combined Financial Data and the Consolidated
Financial Statements of each of Cox Radio and NewCity included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
JUNE 30, 1996
-------------------------------------------------------------------
PRO FORMA FOR
THE OTHER
PRO FORMA FOR THE PENDING PRO FORMA
HISTORICAL OTHER PENDING TRANSACTIONS AND FOR THE
COX RADIO TRANSACTIONS THE OFFERINGS TRANSACTIONS
------------- ----------------- ---------------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash and cash equivalents.................. $ 1,666 $ 28,366(1) $ 30,258(1) $ 29,004(1)
======== ======== ======== ========
Amounts due to CEI......................... $ 104,508 $ 107,108 $ -- $ --
Long-term debt (including current
maturities).............................. -- -- -- 258,608
Shareholders' equity:
Preferred Stock, $1.00 par value;
5,000,000 shares authorized........... -- -- -- --
Common Stock............................. 1 1 -- --
Class A Common Stock, $1.00 par value;
70,000,000 shares authorized,
7,655,000 shares issued and
outstanding......................... -- -- 7,655 7,655
Class B Common Stock, $1.00 par value;
45,000,000 shares authorized,
19,577,672 shares issued and
outstanding......................... -- -- 19,578 19,578
Additional paid-in capital............... 124,360 124,360 207,550 207,550
Deficit in retained earnings............. (43,029) (27,280) (27,280) (27,280)
-------- -------- -------- --------
Total shareholders' equity....... 81,332 97,081 207,503 207,503
-------- -------- -------- --------
Total capitalization............. $ 185,840 $ 204,189 $207,503 $466,111
======== ======== ======== ========
</TABLE>

- ---------------

(1) Includes cash of $26.7 million, representing the net proceeds from the Miami
Disposition and the Orlando Acquisition, net of the cash to be used for the
Tulsa Acquisition. The Company intends to use the proceeds from the Miami
Disposition and the Orlando Acquisition for the acquisition of additional
radio properties which will qualify as deferred like-kind exchanges. See
"Unaudited Pro Forma Combined Financial Data."

16
<PAGE> 25

UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following unaudited pro forma combined financial data (the "Pro Forma
Financial Data") are based on the historical Consolidated Financial Statements
of Cox Radio included elsewhere in this Prospectus, adjusted to give pro forma
effect to the Transactions. The Transactions include (i) the Prior Acquisitions;
(ii) the Other Pending Transactions; (iii) the Offerings; and (iv) the NewCity
Acquisition. The Unaudited Pro Forma Statements of Operations give effect to the
Transactions as if they had occurred as of January 1, 1995 and the Unaudited Pro
Forma Combined Balance Sheet gives effect to the Transactions (other than the
Prior Acquisitions) as if they had occurred as of June 30, 1996. The
Transactions and the related adjustments are described in the accompanying
notes. The Pro Forma Financial Data should be read in conjunction with the
historical Consolidated Financial Statements for each of Cox Radio and NewCity
included elsewhere in this Prospectus, "Management's Discussion and Analysis of
Financial Condition and Results of Operations of Cox Radio" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
NewCity."

The pro forma information with respect to the NewCity Acquisition is based
on the historical financial statements of NewCity included elsewhere in this
Prospectus. The NewCity Acquisition is accounted for under the purchase method
of accounting. The total purchase price is allocated to the tangible and
identifiable intangible assets and liabilities of the acquired business based
upon Cox Radio's preliminary estimates of their fair value, with the remainder
allocated to goodwill. The allocation of the NewCity purchase price will be
finalized after consummation of the NewCity Acquisition. The final purchase
price allocation is not expected to differ materially from the pro forma
estimate. The Pro Forma Financial Data do not purport to represent what Cox
Radio's results of operations or financial condition would actually have been
had the Transactions occurred on such dates or to project Cox Radio's results of
operations or financial condition for any future period or at any future date.

Consummation of each of the Pending Transactions is subject to certain
conditions, including the approval of the FCC; there can be no assurance that
such approval will be obtained or that other required conditions will be
satisfied or waived. See "Risk Factors."

17
<PAGE> 26

COX RADIO, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

JUNE 30, 1996

<TABLE>
<CAPTION>
PRO FORMA FOR
PRO FORMA THE OTHER
ADJUSTMENTS FOR PRO FORMA FOR PRO FORMA PENDING
THE OTHER THE OTHER ADJUSTMENTS TRANSACTIONS
HISTORICAL PENDING PENDING FOR THE AND THE HISTORICAL
COX RADIO TRANSACTIONS(1) TRANSACTIONS OFFERINGS(2) OFFERINGS NEWCITY
----------- --------------- ------------- ------------ ------------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash
equivalents... $ 1,666 $ -- $ 1,666 $ 120,000 $ 3,558 $ 638
(11,000)
(107,108)
Restricted
cash.......... -- 12,750(a) 26,700 -- 26,700 --
19,750(b)
(5,800)(c)
Accounts and
notes
receivable,
less allowance
for doubtful
accounts...... 31,285 358(d) 31,643 -- 31,643 11,783
Prepaid expenses
and other
current
assets........ 4,804 -- 4,804 -- 4,804 2,805
---------- ------- ----------- ---------- ----------- --------
Total
current
assets.... 37,755 27,058 64,813 1,892 66,705 15,226
---------- ------- ----------- ---------- ----------- --------
Plant and
equipment,
net............. 29,614 (2,541)(d) 27,073 -- 27,073 9,458
Intangible
assets, net..... 135,630 3,543(d) 139,173 -- 139,173 59,041
Other assets..... 1,767 -- 1,767 -- 1,767 164
---------- ------- ----------- ---------- ----------- --------
Total
Assets.... $ 204,766 $28,060 $ 232,826 $ 1,892 $ 234,718 $ 83,889
========== ======= =========== ========== =========== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
LIABILITIES:
Current portion
of long-term
debt.......... $ -- $ -- $ -- $ -- $ -- $ 1,700
Accounts payable
and accrued
expenses...... 8,982 58(d) 9,040 -- 9,040 4,450
Unit
appreciation
plan
liability..... 1,422 -- 1,422 (1,422) -- --
Income taxes
payable....... 166 -- 166 -- 166 1,009
Other current
liabilities... 888 -- 888 -- 888 2,388
---------- ------- ----------- ---------- ----------- --------
Total
current
liabilities... 11,458 58 11,516 (1,422) 10,094 9,547
---------- ------- ----------- ---------- ----------- --------
Long-term debt... -- -- -- 85,589
Amounts due to
Cox Enterprises,
Inc............. 104,508 2,600(e) 107,108 (107,108) -- --
Deferred income
taxes........... 7,468 9,653(f) 17,121 -- 17,121 --
---------- ------- ----------- ---------- ----------- --------
Total
liabilities... 123,434 12,311 135,745 (108,530) 27,215 95,136
---------- ------- ----------- ---------- ----------- --------
Redeemable
preferred
stock........... -- -- -- -- -- 11,848
SHAREHOLDERS'
EQUITY:
Preferred stock,
$1.00 par value;
5,000,000 shares
authorized...... -- -- -- -- -- --
Common Stock..... 1 -- 1 (1) -- 5
Class A Common
Stock, $1.00 par
value;
70,000,000
shares
authorized;
7,655,000 shares
outstanding..... -- -- -- 7,655 7,655 --
Class B Common
Stock, $1.00 par
value;
45,000,000
shares
authorized;
19,577,672
shares
outstanding..... -- -- -- 19,578 19,578 --
Additional
paid-in
capital......... 124,360 -- 124,360 83,190 207,550 --
--
Deficit in
retained
earnings........ (43,029 ) 15,749(f) (27,280) -- (27,280 ) (22,460)
Note receivable
from
shareholders.... -- -- -- -- -- (640)
---------- ------- ----------- ---------- ----------- --------
Total
shareholders'
equity.... 81,332 15,749 97,081 110,422 207,503 (23,095)
---------- ------- ----------- ---------- ----------- --------
Total
Liabilities
and
Shareholders'
Equity.... $ 204,766 $28,060 $ 232,826 $ 1,892 $ 234,718 $ 83,889
========== ======= =========== ========== =========== ========

PRO FORMA
ADJUSTMENTS FOR PRO FORMA
NEWCITY FOR THE
ACQUISITION(3) TRANSACTIONS
--------------- ------------

CURRENT ASSETS:
Cash and cash
equivalents... $ (1,892 )(a) $ 2,304

Restricted
cash.......... -- 26,700

Accounts and
notes
receivable,
less allowance
for doubtful
accounts...... -- 43,426
Prepaid expenses
and other
current
assets........ -- 7,609
-------- --------
Total
current
assets.... (1,892 ) 80,039
-------- --------
Plant and
equipment,
net............. -- 36,531
Intangible
assets, net..... 181,608 (b) 379,822
Other assets..... -- 1,931
-------- --------
Total
Assets.... $ 179,716 $498,323
======== ========

CURRENT
LIABILITIES:
Current portion
of long-term
debt.......... $ -- $ 1,700
Accounts payable
and accrued
expenses...... -- 13,490
Unit
appreciation
plan
liability..... -- --
Income taxes
payable....... -- 1,175
Other current
liabilities... -- 3,276
-------- --------
Total
current
liabilities... -- 19,641
-------- --------
Long-term debt... 163,819 (c) 256,908
7,500 (b)
Amounts due to
Cox Enterprises,
Inc............. -- --
Deferred income
taxes........... (2,850 )(b) 14,271
-------- --------
Total
liabilities... 168,469 290,820
-------- --------
Redeemable
preferred
stock........... (11,848 )(d) --
SHAREHOLDERS'
EQUITY:
Preferred stock,
$1.00 par value;
5,000,000 shares
authorized...... -- --
Common Stock..... (5 )(d) --
Class A Common
Stock, $1.00 par
value;
70,000,000
shares
authorized;
7,655,000 shares
outstanding..... -- 7,655
Class B Common
Stock, $1.00 par
value;
45,000,000
shares
authorized;
19,577,672
shares
outstanding..... -- 19,578
Additional
paid-in
capital......... -- 207,550

Deficit in
retained
earnings........ 22,460 (d) (27,280)
Note receivable
from
shareholders.... 640 (d) --
-------- --------
Total
shareholders'
equity.... 23,095 207,503
-------- --------
Total
Liabilities
and
Shareholders'
Equity.... $ 179,716 $498,323
======== ========
</TABLE>

See Notes to Unaudited Pro Forma Combined Balance Sheet.

18
<PAGE> 27

NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET

(1) To reflect the pro forma effect of the Other Pending Transactions:

(a) To reflect the pending sale of WIOD-AM (Miami) pursuant to an April
1996 asset purchase agreement for $13.0 million less estimated fees
and expenses (the Miami Disposition). The sale is expected to close
in the fourth quarter of 1996. See also (d) below. The Company
intends to use the cash proceeds from the sale for the acquisition
of additional radio properties in a transaction which will qualify
as a deferred like-kind exchange. See also (c) below.

(b) To reflect the proceeds (net of related expenses) from the pending
exchange of WCKG-FM and WYSY-FM (Chicago) for WHOO-AM, WHTQ-FM and
WMMO-FM (Orlando) and approximately $20.0 million in cash, subject
to certain adjustments, pursuant to a June 1996 asset exchange
agreement (the Orlando Acquisition). The transaction is expected to
close in the first half of 1997. See also (d) below. The Company
intends to use the cash proceeds from the sale for the acquisition
of additional radio properties in a transaction which will qualify
as a deferred like-kind exchange.

(c) To reflect the pending acquisition of KRAV-FM and KGTO-AM (Tulsa
Acquisition) for $5.5 million plus estimated acquisition costs (the
Tulsa Acquisition). The acquisition is expected to close in the
first quarter of 1997, and is expected to be purchased using a
portion of the cash received from the Miami Disposition. See
purchase price allocation at (d) below.

(d) To reflect the net effect on net working capital, net plant and
equipment and intangibles of the Miami Disposition, the Orlando
Acquisition, the Tulsa Acquisition and the Louisville Acquisition:

<TABLE>
<CAPTION>
NET WORKING NET PLANT
CAPITAL AND EQUIPMENT INTANGIBLES TOTAL
----------- ------------- ----------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Stations acquired:
Tulsa.................................... $ 300 $ 83 $ 5,417 $ 5,800
Louisville............................... -- -- 2,600 2,600
Orlando.................................. -- 3,551 16,699 20,250
Stations disposed of:
Miami.................................... -- (4,714) (5,747) (10,461)
Chicago.................................. -- (1,461) (15,426) (16,887)
---- ------- -------- --------
$ 300 $(2,541) $ 3,543 $ 1,302
==== ======= ======== ========
</TABLE>

Given the significant monetary consideration to be received, the
sale of the Chicago stations and the purchase of the Orlando
stations (Orlando Acquisition) will be accounted for as a sale and a
purchase and recorded at fair value.

(e) To reflect the pending acquisition of WXNU-FM (Louisville) pursuant
to a June 1996 asset purchase agreement for $2.5 million plus
estimated acquisition costs (the Louisville Acquisition). The
acquisition is expected to close in the third quarter of 1996, and
will be financed through borrowings from CEI under the CEI Notes. See
purchase price allocation at (d) above.

(f) To reflect the estimated financial reporting gains and related
deferred taxes to be recorded on the Miami Disposition and Orlando
Acquisition (in thousands):

<TABLE>
<S> <C>
Net cash proceeds........................................................................ $ 32,500
Estimated fair value of Orlando.......................................................... 20,250
--------
Total consideration received..................................................... 52,750
Less net carrying amount of assets:
Plant and equipment.................................................................... (6,175)
Intangibles............................................................................ (21,173)
--------
Pre-tax gain............................................................................. 25,402
Less related taxes....................................................................... (9,653)
--------
Net after-tax gain............................................................... $ 15,749
========
</TABLE>

(2) To reflect the proceeds of the Offerings of $120.0 million, the estimated
costs associated with the Offerings of $11.0 million and the repayment of
$107.1 million owed to CEI under the CEI Notes. See "Certain Relationships
and Related Transactions." Also, reflects the settlement of the $1.4 million
compensation liability allocated to Cox Radio by CEI under the Unit
Appreciation Plan. In connection with the Offerings, this liability is
expected to be settled through the issuance of 155,000 shares of restricted
Class A Common Stock of Cox Radio.

19
<PAGE> 28

NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET -- (CONTINUED)

(3) To reflect the adjustments to record the NewCity Acquisition and the
application of purchase accounting to the accounts of NewCity, as follows:

(a) To reflect the partial funding of the NewCity Acquisition with an
estimated $1.9 million in net proceeds remaining from the Offerings. See
also (c) below.

(b) To record the excess of the NewCity purchase price over the fair value
of tangible assets acquired and liabilities assumed (in thousands):

<TABLE>
<S> <C>
Purchase price plus net liabilities assumed:
Cash (including estimated working capital adjustment of $2,000)............................ $164,711
Assumption of NewCity debt................................................................. 87,289
Acquisition and other related costs........................................................ 1,000
--------
Total................................................................................ 253,000
Estimated fair value of tangible assets acquired and liabilities assumed:
Plant and equipment...................................................................... (9,458)
Long-term debt premium................................................................... 7,500
Deferred tax asset....................................................................... (2,850)
Other working capital accounts........................................................... (7,543)
--------
(12,351)
--------
Excess of purchase price over tangible assets acquired and liabilities assumed............. 240,649
--------
Less previously recorded intangibles....................................................... (59,041)
--------
Pro forma adjustment to intangibles.................................................. $181,608
========
</TABLE>

Purchase accounting requires the fair valuation of the $75 million
aggregate principal amount of NewCity's 11.375% Senior Subordinated Notes
due 2003, which is estimated to be $82.5 million based on market rates
and assuming the notes are redeemed on November 1, 1998 at a redemption
price of 104.266%. The debt premium gives rise to a deferred tax asset of
$2.9 million at an effective tax rate of 38%.

The allocation of the NewCity purchase price will be finalized after
consummation of the NewCity Acquisition. The final purchase price
allocation is not expected to differ materially from the pro forma
estimate.

(c) To reflect the financing of the NewCity Acquisition with $163.8 million
in borrowings under a new bank credit facility to be negotiated prior to
the consummation of the acquisition.

(d) To reflect the elimination of the redeemable preferred stock and the
historical equity accounts of NewCity.

20
<PAGE> 29

COX RADIO, INC.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
------------------------------------------------------------------------------------
PRO FORMA FOR THE
PRO FORMA PRO FORMA PRIOR
ADJUSTMENTS FOR PRO FORMA FOR ADJUSTMENTS FOR ACQUISITIONS AND
HISTORICAL THE PRIOR THE PRIOR THE OTHER PENDING THE OTHER PENDING
COX RADIO ACQUISITIONS(1. ACQUISITIONS TRANSACTIONS(2. TRANSACTIONS
---------- --------------- ------------- ----------------- -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net revenues............................ $ 123,572 $ 2,706 $ 126,278 $ (18,175) $ 108,103
Costs and expenses:
Operating............................. 41,831 489 42,320 (8,388) 33,932
Selling, general and administrative... 48,131 1,271 49,402 (8,783) 40,619
Corporate general and
administrative...................... 5,853 -- 5,853 5,853
Depreciation and amortization......... 7,247 817 8,064 (562) 7,502
-------- ------ -------- -------- --------
Operating income........................ 20,510 129 20,639 (442) 20,197
Interest expense........................ (5,974) -- (5,974) 1,212 (11,032)
(6,270)(3)
Other, net.............................. (147) (6) (153) 87 (66)
-------- ------ -------- -------- --------
Income (loss) before income taxes....... 14,389 123 14,512 (5,413) 9,099
Income taxes(10)........................ 6,226 47 6,273 (2,057) 4,216
-------- ------ -------- -------- --------
Net income (loss)....................... $ 8,163 $ 76 $ 8,239 $ (3,356) $ 4,883
======== ====== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
---------------------------------------------------------------------------------------------------------
PRO FORMA FOR
THE PRIOR
ACQUISITIONS,
PRO FORMA FOR THE THE OTHER
PRIOR PRO FORMA PENDING PRO FORMA
ACQUISITIONS AND ADJUSTMENTS TRANSACTIONS ADJUSTMENTS
THE OTHER PENDING FOR THE AND THE HISTORICAL FOR NEWCITY PRO FORMA FOR THE
TRANSACTIONS OFFERINGS OFFERINGS NEWCITY ACQUISITION(4. TRANSACTIONS
----------------- ----------- --------------- ---------- -------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Net revenues.......... $ 108,103 $ -- $ 108,103 $ 55,636 $ 4,622 $ 168,361
Costs and expenses:
Operating........... 33,932 -- 33,932 20,059 2,316 56,307
Selling, general and
administrative.... 40,619 -- 40,619 20,654 3,990 65,263
Corporate general
and
administrative.... 5,853 (3,646)(5) 2,207 1,745 418 4,370
Depreciation and
amortization...... 7,502 -- 7,502 3,510 4,398(6) 15,410
-------- ------- -------- ------- -------- --------
Operating income...... 20,197 3,646 23,843 9,668 (6,500) 27,011
Interest expense...... (11,032) 11,032(7) -- (9,817) (11,467)(8)) (20,553)
731(9)
Other, net............ (66) -- (66) -- (49) (115)
-------- ------- -------- ------- -------- --------
Income (loss) before
income taxes........ 9,099 14,678 23,777 (149) (17,285) 6,343
Income taxes(10)...... 4,216 5,578 9,794 249 (4,852) 5,191
-------- ------- -------- ------- -------- --------
Net income (loss)..... $ 4,883 $ 9,100 $ 13,983 $ (398) $(12,433) $ 1,152
======== ======= ======== ======= ======== ========
Pro forma per share
data:
Earnings per
share............. $ .04
========
Average shares
outstanding....... 27,233
========
</TABLE>

See Notes to Unaudited Pro Forma Combined Statements of Operations.

21
<PAGE> 30

COX RADIO, INC.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1996
----------------------------------------------------------------------------------------
PRO FORMA FOR THE
PRO FORMA PRO FORMA PRIOR ACQUISITIONS
ADJUSTMENTS FOR PRO FORMA FOR ADJUSTMENTS FOR AND THE OTHER
HISTORICAL THE PRIOR THE PRIOR THE OTHER PENDING PENDING
COX RADIO ACQUISITIONS(1. ACQUISITIONS TRANSACTIONS(2. TRANSACTIONS
---------- ----------------- ------------- ------------------ ------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net revenues.......................... $ 66,308 $ 104 $66,412 $ (7,354) $ 59,058
Costs and expenses:
Operating........................... 20,564 -- 20,564 (2,471) 18,093
Selling, general and
administrative.................... 26,733 -- 26,733 (3,841) 22,892
Corporate general and
administrative.................... 2,341 -- 2,341 -- 2,341
Depreciation and amortization....... 3,979 89 4,068 (85) 3,983
------- ---- ------- ------- -------
Operating income...................... 12,691 15 12,706 (957) 11,749
Interest expense...................... (2,856) -- (2,856) 578 (5,222)
(2,944)(3)
Other, net............................ (275) -- (275) 62 (213)
------- ---- ------- ------- -------
Income (loss) before income taxes..... 9,560 15 9,575 (3,261) 6,314
Income taxes(10)...................... 4,347 6 4,353 (1,239) 3,114
------- ---- ------- ------- -------
Net income (loss)..................... $ 5,213 $ 9 $ 5,222 $ (2,022) $ 3,200
======= ==== ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1996
----------------------------------------------------------------------------------------------------------
PRO FORMA FOR THE
PRO FORMA FOR THE PRIOR
PRIOR PRO FORMA ACQUISITIONS, THE PRO FORMA
ACQUISITIONS AND ADJUSTMENTS OTHER PENDING ADJUSTMENTS
THE OTHER PENDING FOR THE TRANSACTIONS AND HISTORICAL FOR NEWCITY PRO FORMA FOR THE
TRANSACTIONS OFFERINGS THE OFFERINGS NEWCITY ACQUISITION(4. TRANSACTIONS
----------------- ----------- ----------------- ---------- -------------- ------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Net revenues......... $59,058 $ -- $59,058 $ 28,865 $ 2,769 $ 90,692
Costs and expenses:
Operating.......... 18,093 -- 18,093 9,723 1,216 29,032
Selling, general
and
administrative... 22,892 -- 22,892 10,548 2,121 35,561
Corporate general
and
administrative... 2,341 (1,164)(5) 1,177 888 672 2,737
Depreciation and
amortization..... 3,983 -- 3,983 1,642 2,259(6) 7,884
------- ------- ------- ------- ------- --------
Operating income..... 11,749 1,164 12,913 6,064 (3,499) 15,478
Interest expense..... (5,222) 5,222(7) -- (5,102) (5,734)(8) (10,470)
366(9)
Other, net........... (213) -- (213) -- 1 (212)
------- ------- ------- ------- ------- --------
Income (loss) before
income taxes....... 6,314 6,386 12,700 962 (8,866) 4,796
Income taxes(10)..... 3,114 2,427 5,541 250 (2,511) 3,280
------- ------- ------- ------- ------- --------
Net income (loss).... $ 3,200 $ 3,959 $ 7,159 $ 712 $ (6,355) $ 1,516
======= ======= ======= ======= ======= ========
Pro forma per share
data:
Earnings per
share............ $ .06
========
Average shares
outstanding...... 27,233
========
</TABLE>

See Notes to Unaudited Pro Forma Combined Statements of Operations.

22
<PAGE> 31

COX RADIO, INC.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1995
----------------------------------------------------------------------------------
PRO FORMA PRO FORMA FOR THE
PRO FORMA ADJUSTMENTS FOR PRIOR
ADJUSTMENTS FOR PRO FORMA FOR THE OTHER ACQUISITIONS AND
HISTORICAL THE PRIOR THE PRIOR PENDING THE OTHER PENDING
COX RADIO ACQUISITIONS(1. ACQUISITIONS TRANSACTIONS(2. TRANSACTIONS
---------- --------------- ------------- --------------- -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net revenues............................. $ 58,551 $ 1,208 $59,759 $(8,489) $51,270
Costs and expenses:
Operating.............................. 18,252 255 18,507 (3,072) 15,435
Selling, general and administrative.... 24,757 648 25,405 (4,896) 20,509
Corporate general and administrative... 1,873 -- 1,873 -- 1,873
Depreciation and amortization.......... 3,715 560 4,275 (461) 3,814
---------- ------- ------------- --------------- --------
Operating income......................... 9,954 (255) 9,699 (60) 9,639
Interest expense......................... (2,942) -- (2,942) 597 (5,355)
(3,010)(3)
Other, net............................... (268) -- (268) (6) (274)
---------- ------- ------------- --------------- --------
Income (loss) before income taxes........ 6,744 (255) 6,489 (2,479) 4,010
Income taxes(10)......................... 2,948 (97) 2,851 (942) 1,909
---------- ------- ------------- --------------- --------
Net income (loss)........................ $ 3,796 $ (158) $ 3,638 $(1,537) $ 2,101
======== ============ =========== ============ ================
</TABLE>

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1995
---------------------------------------------------------------------------------------------------------
PRO FORMA FOR THE
PRO FORMA FOR THE PRIOR
PRIOR PRO FORMA ACQUISITIONS, THE PRO FORMA
ACQUISITIONS AND ADJUSTMENTS OTHER PENDING ADJUSTMENTS
THE OTHER PENDING FOR THE TRANSACTIONS AND HISTORICAL FOR NEWCITY PRO FORMA FOR THE
TRANSACTIONS OFFERINGS THE OFFERINGS NEWCITY ACQUISITION(4. TRANSACTIONS
----------------- ----------- ----------------- ---------- -------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Net revenues.......... $51,270 $ -- $51,270 $ 27,372 $ 1,890 $ 80,532
Costs and expenses:
Operating........... 15,435 -- 15,435 9,558 1,113 26,106
Selling, general and
administrative.... 20,509 -- 20,509 10,761 1,984 33,254
Corporate general
and
administrative.... 1,873 (823)(5) 1,050 964 252 2,266
Depreciation and
amortization...... 3,814 -- 3,814 1,518 2,259(6) 7,591
-------- ----------- -------- ---------- -------------- -----------------
Operating income...... 9,639 823 10,462 4,571 (3,718) 11,315
Interest expense...... (5,355) 5,355(7) -- (4,760) (5,734)(8)) (10,128)
366(9)
Other, net............ (274) -- (274) -- -- (274)
-------- ----------- -------- ---------- -------------- -----------------
Income (loss) before
income taxes........ 4,010 6,178 10,188 (189) (9,086) 913
Income taxes(10)...... 1,909 2,347 4,256 136 (2,594) 1,798
-------- ----------- -------- ---------- -------------- -----------------
Net income (loss)..... $ 2,101 $ 3,831 $ 5,932 $ (325) $ (6,492) $ (885)
============== ========== ============== ======== ============ ==============
Pro forma per share
data:
Earnings per
share............. $ (.03)
==============
Average shares
outstanding....... 27,233
==============
</TABLE>

See Notes to Unaudited Pro Forma Combined Statements of Operations.

23
<PAGE> 32

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

(1) To reflect the pro forma effect of the operations of WRKA-FM and WRVI-FM
(Louisville) (the Prior Louisville Acquisition), which were acquired in
January 1996, and WHEN-AM and WWHT-FM (Syracuse) (the Prior Syracuse
Acquisition), which were acquired in June 1996, as if such acquisitions were
consummated as of January 1, 1995 (the Prior Acquisitions). Since the Prior
Louisville Acquisition took place in early January 1996, no pro forma
adjustments for historical operations were made for the six months ended
June 30, 1996 due to immateriality. In addition, no pro forma adjustment was
made for interest expense for the Prior Louisville Acquisition as the
purchase was financed through non-interest bearing intercompany advances
from CEI. Pro forma adjustments have been made for depreciation and
amortization resulting from the allocation of the $8.7 million purchase
price of the Prior Louisville Acquisition and the $4.7 million purchase
price of the Prior Syracuse Acquisition. In addition, adjustments have been
made to reflect the estimated fee associated with the LMA with NewCity for
the operation of the Syracuse stations. As a result of the LMA, the
operations of the Syracuse stations are recorded by NewCity. See Note 4
below.

The pro forma adjustments for the Prior Acquisitions are as follows:

<TABLE>
<CAPTION>
PRIOR PRIOR TOTAL PRO
LOUISVILLE SYRACUSE FORMA
ACQUISITION ACQUISITION ADJUSTMENTS
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Year ended December 31, 1995:
Net revenues............................................................ $ 2,498 $ 208 $ 2,706
Costs and expenses:
Operating............................................................. 489 -- 489
Selling, general and administrative................................... 1,271 -- 1,271
Depreciation and amortization......................................... 632 185 817
Other, net.............................................................. (6) -- (6)
Six months ended June 30, 1996:
Net revenues............................................................ $ -- $ 104 $ 104
Costs and expenses:
Operating............................................................. -- -- --
Selling, general and administrative................................... -- -- --
Depreciation and amortization......................................... -- 89 89
Six months ended June 30, 1995:
Net revenues............................................................ $ 1,104 $ 104 $ 1,208
Costs and expenses:
Operating............................................................. 255 -- 255
Selling, general and administrative................................... 648 -- 648
Depreciation and amortization......................................... 469 91 560
</TABLE>

No pro forma adjustments have been made for KACE-FM (Los Angeles), acquired
in August 1995, as the station was operated by the Company pursuant to an
LMA since August 1994. In addition, no pro forma adjustments have been made
for WCNN-AM (Atlanta), operated by the Company pursuant to an LMA since
April 1995, due to immateriality. No pro forma adjustments have been made
for the Tampa Acquisition as WFNS-AM has been operated under a JSA since
June 1995 and due to immateriality.

24
<PAGE> 33

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS -- (CONTINUED)

(2) To reflect the pro forma effect of the Other Pending Transactions. Pro forma
adjustments have been made for depreciation and amortization resulting from
purchase price allocations for the acquisition of KRAV-FM and KGTO-AM
(Tulsa) (the Tulsa Acquisition) and the acquisition of WHOO-AM, WHTQ-FM, and
WMMO-FM (the Orlando Acquisition). In addition, adjustments have been made
to reflect the estimated fee associated with the LMA with NewCity for the
operation of the Orlando stations. As a result of the LMA, the operations of
the Orlando stations are recorded by NewCity for pro forma purposes. See
Note 4 below.

The pro forma adjustments for the Other Pending Transactions are set forth
as follows:

<TABLE>
<CAPTION>
DISPOSITIONS ACQUISITIONS TOTAL
-------------------- ------------------ PRO FORMA
MIAMI CHICAGO ORLANDO TULSA ADJUSTMENTS
------- -------- ------- ------ -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1995:
Net Revenues........................................ $(7,723) $(13,227) $1,500 $1,275 $ (18,175)
Costs and expenses:
Operating......................................... (5,630) (3,337) -- 579 (8,388)
Selling, general and administrative............... (3,142) (6,638) -- 997 (8,783)
Depreciation and amortization..................... (496) (1,128) 895 167 (562)
Interest expense.................................... 285 927 -- -- 1,212
Other, net.......................................... 31 54 -- 2 87
Six months ended June 30, 1996:
Net Revenues........................................ $(3,386) $ (5,372) $ 750 $ 654 $ (7,354)
Costs and expenses:
Operating......................................... (1,420) (1,298) -- 247 (2,471)
Selling, general and administrative............... (1,400) (2,893) -- 452 (3,841)
Depreciation and amortization..................... (246) (399) 474 86 (85)
Interest expense.................................... 135 443 -- -- 578
Other, net.......................................... -- 63 -- (1) 62
Six months ended June 30, 1995:
Net Revenues........................................ $(2,797) $ (6,987) $ 750 $ 545 $ (8,489)
Costs and expenses:
Operating......................................... (1,952) (1,791) -- 671 (3,072)
Selling, general and administrative............... (1,518) (3,570) -- 192 (4,896)
Depreciation and amortization..................... (247) (732) 436 82 (461)
Interest expense.................................... 140 457 -- -- 597
Other, net.......................................... -- -- -- (6) (6)
</TABLE>

The pro forma results do not include the estimated nonrecurring after-tax
gains of $15.7 million from the Miami Disposition and the Orlando
Acquisition described in Note 1 to the Unaudited Pro Forma Combined Balance
Sheet.

(3) To reflect interest expense on the $107.1 million owed by Cox Radio to CEI
as of June 30, 1996, (the CEI Notes). The CEI Notes bear interest at the
prime rate (as reported by Chase Manhattan Bank, N.A.) plus 1.5%. Pro forma
adjustments to interest expense were $6.3 million, $2.9 million and $3.0
million for the year ended December 31, 1995, and the six months ended June
30, 1996 and 1995, respectively. The assumed interest rates were 10.3%, 9.8%
and 10.0% for the year ended December 31, 1995, and the six months ended
June 30, 1996 and 1995, respectively. See "Certain Relationships and Related
Transactions."

25
<PAGE> 34

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS -- (CONTINUED)

(4) To reflect the effect of the historical operations of the Syracuse and the
Orlando stations which are being operated by NewCity pursuant to LMAs prior
to the NewCity Acquisition, and the corresponding elimination of LMA fees
paid by NewCity to the Company.

The pro forma adjustments are set forth as follows:

<TABLE>
<CAPTION>
HISTORICAL TOTAL
------------------ ELIMINATION PRO FORMA
ORLANDO SYRACUSE OF LMA FEES ADJUSTMENTS
------- -------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Year ended December 31, 1995:
Net revenues................................................ $5,632 $698 $(1,708) $ 4,622
Cost and expenses:
Operating................................................. 1,488 828 -- 2,316
Selling, general and administrative....................... 3,281 709 -- 3,990
Corporate general and administrative...................... 418 -- -- 418
Other, net.................................................. (39 ) (10) -- (49)
Six months ended June 30, 1996:
Net revenues................................................ $3,370 $253 $ (854) $ 2,769
Costs and expenses:
Operating................................................. 926 290 -- 1,216
Selling, general and administrative....................... 1,884 237 -- 2,121
Corporate general and administrative...................... 672 -- -- 672
Six months ended June 30, 1995:
Net revenues................................................ $2,384 $360 $ (854) $ 1,890
Costs and expenses:
Operating................................................. 678 435 -- 1,113
Selling, general and administrative....................... 1,608 376 -- 1,984
Corporate general and administrative...................... 252 -- -- 252
</TABLE>

(5) To eliminate compensation expense historically allocated to Cox Radio by
CEI under the Unit Appreciation Plan, which was included in corporate
general and administrative expenses. As a result of the Offerings, Cox
Radio expects to implement a Long-Term Incentive Plan in 1996 that will
provide for the issuance of stock to participants that will not result in
compensation expense under applicable accounting standards. Therefore,
going forward, Cox Radio does not expect to incur this expense in future
periods. See "Management -- Cox Enterprises, Inc. Unit Appreciation Plan"
and "-- Long-Term Incentive Plan." Also reflects the elimination of a
nonrecurring corporate charge for the year ended December 31, 1995.

(6) To record additional amortization expense related to approximately $240.6
million in intangibles arising from the NewCity Acquisition, net of the
amount of amortization previously recorded in the historical financial
statements of NewCity. Intangible assets are being amortized over 40 years.
No pro forma adjustments have been made for depreciation expense as the
fair value of property and equipment is estimated to approximate book value
at the date of acquisition.

(7) To adjust interest expense resulting from the repayment of the CEI Notes
from a portion of the net proceeds of the Offerings. See "Use of Proceeds"
and "Certain Relationships and Related Transactions." The net reduction in
interest expense was limited to Cox Radio's pro forma interest expense
recorded prior to the Offerings.

(8) To adjust interest expense to reflect borrowings of approximately $163.8
million under a bank credit facility to be entered into to finance the
NewCity Acquisition, at an estimated interest rate under the facility of 7%
for all periods presented. A fluctuation of 0.25% in the estimated interest
rate would impact interest expense by $0.4 million and $0.2 million for the
year and six month periods, respectively.

(9) To adjust interest expense to reflect the amortization of the debt premium
as a result of recording the NewCity debt at fair value. See Note 3 to
Unaudited Pro Forma Combined Balance Sheet.

(10) An effective tax rate of 38% was used to calculate the adjustments
reflected in Notes 1 through 5 and 7 through 9. No tax effect is reflected
for the adjustment in Note 6 because the amortization of intangibles
arising from the NewCity Acquisition is not deductible for tax purposes.

26
<PAGE> 35
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

COX RADIO

The following selected financial data are derived from the Consolidated
Financial Statements of Cox Radio. The data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of Cox Radio" and the Consolidated Financial Statements of Cox Radio
included elsewhere in this Prospectus. The statements of operations data and
other operating data for the years ended December 31, 1993, 1994 and 1995 and
the balance sheet data as of December 31, 1994 and 1995 have been derived from
audited consolidated financial statements of Cox Radio. The statements of
operations data and other operating data for the years ended December 31, 1991
and 1992 and the six months ended June 30, 1995 and 1996 and the balance sheet
data as of December 31, 1991, 1992 and 1993 and as of June 30, 1995 and 1996
have been derived from unaudited Consolidated Financial Statements of Cox Radio,
which, in the opinion of management, include all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of financial
position at such dates and results of operations for such periods. Operating
results for the six months ended June 30, 1996 are not necessarily indicative of
the results that may be expected for the entire year ended December 31, 1996.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
-------------------------------------------------- -----------------
1991 1992 1993 1994 1995 1995 1996
------ ------ ------ ------ ------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues(1).................... $ 98.1 $ 97.7 $ 95.0 $111.5 $123.6 $ 58.6 $ 66.3
Station operating expenses......... 73.9 70.9 67.9 76.3 90.0 43.0 47.3
Corporate general and
administrative expenses(2)....... 2.0 2.2 2.5 2.7 5.9 1.9 2.3
Depreciation and amortization...... 8.3 7.5 7.3 6.9 7.2 3.7 4.0
------ ------ ------ ------ ------ ------ ------
Operating income................... 13.9 17.1 17.3 25.6 20.5 10.0 12.7
Interest expense................... 10.0 7.7 5.6 5.2 6.0 2.9 2.9
Net income (loss)(3)............... 1.1 4.2 (1.1)(4) 11.2 8.2 3.8 5.2
OTHER OPERATING DATA:
Broadcast cash flow(5)............. $ 24.2 $ 26.8 $ 27.1 $ 35.2 $ 33.6(6) $ 15.6 $ 19.0
Broadcast cash flow margin(5)...... 24.7% 27.4% 28.5% 31.6% 27.2% 26.6% 28.7%
EBITDA(5).......................... $ 22.2 $ 24.6 $ 24.6 $ 32.5 $ 27.7(6) $ 13.7 $ 16.7
After-tax cash flow(5)............. 9.4 11.7 13.8 18.1 15.4 7.5 9.2
Net cash provided by operating
activities....................... 7.8 9.9 11.4 14.1 14.0 6.3 9.1
Net cash used in investing
activities....................... 5.1 0.1 6.1 12.3 17.3 2.1 15.2
Net cash provided by (used in)
financing activities............. (2.8) (9.3) (4.8) (1.6) 3.1 (4.3) 6.1
BALANCE SHEET DATA (END OF PERIOD):
Cash and cash equivalents.......... $ 0.6 $ 1.1 $ 1.7 $ 1.9 $ 1.7 $ 1.8 $ 1.7
Intangible assets, net............. 119.2 113.9 114.2 120.1 126.8 117.5 135.6
Total assets....................... 172.8 165.2 168.3 180.0 191.8 179.8 204.8
Total debt (including amounts due
to CEI).......................... 66.9 86.2 89.7 120.3 125.1 117.4 104.5
Shareholder's equity............... 95.4 70.3 64.2 40.4 47.2 44.2 81.3
</TABLE>

- ---------------

(1) Total revenues less advertising agency commissions.

(2) As described in Note 9 to the Consolidated Financial Statements of Cox
Radio, certain of Cox Radio's executives participate in CEI's UAP. Because
CEI and Cox Radio are private companies, the benefits under the UAP are
generally payable in cash. This cash payment option has resulted in charges
to compensation expense of $0.2 million, $0.4 million, $0.9 million, $0.8
million, and $1.6 million for the years ended December 31, 1991, 1992, 1993,
1994 and 1995, respectively, and $0.8 million and $1.2 million for the six
months ended June 30, 1995 and 1996, respectively. This compensation expense
is included in historical corporate general and administrative expenses.
Public companies traditionally implement stock award plans that provide for
the issuance of stock to participants and do not result in compensation
expense under applicable accounting standards. The Company intends to
implement such a plan in 1996 and, therefore, Cox Radio does not expect to
incur this expense in future periods. See "Management -- Cox Enterprises,
Inc. Unit Appreciation Plan" and "-- Long-Term Incentive Plan." In addition,
year ended December 31, 1995 corporate general and administrative expenses
include a nonrecurring corporate charge.

27
<PAGE> 36

(4) Includes a $7.6 million noncash charge for the cumulative effect of
accounting changes. See further discussion in Notes 2, 7 and 8 to the
Consolidated Financial Statements of Cox Radio.

(5) "Broadcast cash flow" consists of operating income plus depreciation and
amortization and corporate general and administrative expenses. "Broadcast
cash flow margin" is broadcast cash flow as a percentage of net revenues.
"EBITDA" is operating income plus depreciation and amortization. "After-tax
cash flow" is income (loss) before extraordinary items plus depreciation and
amortization. Although broadcast cash flow, broadcast cash flow margin,
EBITDA and after-tax cash flow are not recognized under GAAP, they are
accepted by the broadcasting industry as generally recognized measures of
performance and are used by analysts who report publicly on the condition
and performance of broadcast companies. For the foregoing reasons, the
Company believes that these measures are useful to investors. However,
investors should not consider these measures to be an alternative to
operating income as determined in accordance with GAAP, an alternative to
cash flows from operating activities (as a measure of liquidity) or an
indicator of the Company's performance under GAAP.

28
<PAGE> 37

NEWCITY

The following selected financial data are derived from the Consolidated
Financial Statements of NewCity. The data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of NewCity" and the Consolidated Financial Statements of NewCity
included elsewhere in this Prospectus. Period to period comparisons of NewCity's
historical financial statements are not necessarily meaningful due to the
disposition or acquisition of certain of NewCity's radio stations and the use of
LMAs.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
-------------------------------------------------- -----------------
1991 1992 1993 1994 1995 1995 1996
------ ------ ------ ------ ------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues(1)...................... $ 46.0 $ 49.4 $ 53.3 $ 52.7(2) $ 55.6 $ 27.4 $ 28.9
Station operating expenses........... 32.9 34.7 36.8 36.9 40.7 20.3 20.3
Corporate general and administrative
expenses........................... 1.9 1.8 1.9 1.8 1.7 1.0 0.9
Depreciation and amortization........ 4.0 3.9 3.8 3.1 3.5 1.5 1.6
------ ------ ------ ------ ------ ------ ------
Operating income..................... 7.2 9.0 10.8 10.9 9.7 4.6 6.1
Interest expense..................... 11.9 11.8 11.6 10.1 9.8 4.8 5.1
Gain on sale of broadcasting
assets............................. -- -- 15.0(3) 1.6(4) -- -- --
Income (loss) before extraordinary
item............................... (4.7) (2.9) 13.1 2.2 (0.4) (0.3) 0.7
Extraordinary item................... -- -- (2.0)(5) (0.2)(6) -- -- --
Net income (loss)(7)................. (4.7) (2.9) 11.0 2.1 (0.4) (0.3) 0.7
OTHER OPERATING DATA:
Broadcast cash flow(8)............... $ 13.1 $ 14.7 $ 16.5 $ 15.8(2) $ 14.9(9) $ 7.1 $ 8.6
Broadcast cash flow margin(8)........ 28.5% 29.8% 31.0% 30.0% 26.8% 25.9% 29.8%
EBITDA(8)............................ $ 11.2 $ 12.9 $ 14.6 $ 14.0(2) $ 13.2(9)) $ 6.1 $ 7.7
After-tax cash flow(8)............... (0.7) 1.0 16.9 5.3 3.1 1.2 2.3
Net cash provided by operating
activities......................... 0.8 3.5 6.9 4.2 2.4 -- 1.4
Net cash provided by (used in)
investing activities............... (0.3) (1.8) 12.9 7.1 (13.3) (12.7) (1.2)
Net cash provided by (used in)
financing activities............... (0.2) (1.2) (20.1) (13.6) 11.0 12.6 0.3
BALANCE SHEET DATA (END OF PERIOD):
Cash and cash equivalents............ $ 2.3 $ 2.8 $ 2.4 $ 0.2 $ 0.2 $ 0.1 $ .6
Intangible assets, net............... 58.4 46.8 53.8 51.8 60.1 61.0 59.0
Total assets......................... 81.0 80.4 84.3 72.4 81.9 84.9 83.9
Total debt........................... 90.3 91.4 87.6 76.0 87.0 88.6 87.3
Redeemable preferred stock........... 12.2 14.1 10.4 10.3 11.3 10.8 11.8
------ ------ ------ ------ ------ ------ ------
Total debt and redeemable preferred
stock.............................. 102.5 105.5 98.0 86.3 98.3 99.4 99.1
Stockholders' deficiency(10)......... (27.0) (31.8) (22.8) (21.9) (23.3) (22.7) (23.1)
</TABLE>

- ---------------

(1) Total revenues less advertising agency commissions.

(2) Declines in net revenues, broadcast cash flow and EBITDA from 1993 are due
mainly to the sale of the Atlanta stations (WJZF-FM and WYAY-FM). See
further discussion in "Management's Discussion and Analysis of Financial
Condition and Results of Operations of NewCity."

(3) As a result of the sale of the assets of WYAY-FM (Atlanta) during 1993,
NewCity recorded a gain of $15.0 million for financial reporting purposes
equal to the difference between the contract selling price less all
related selling expenses and the net carrying value of the assets sold in
August 1993. A substantial portion of the assets sold was comprised of
intangibles and plant and equipment.

(4) As a result of the "Option Payment" received during 1994 in connection
with WJZF-FM (Atlanta), NewCity recorded a gain of $1.6 million for
financial reporting purposes. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations of NewCity."

(5) NewCity recorded an extraordinary loss of $2.0 million related to its
November 1993 refinancing during the year ended December 31, 1993. The
components of the extraordinary loss include prepayment penalties of $0.4
million and $0.6 million related to the early retirement of its insurance
company term notes payable and its $6.0 million subordinated notes payable
to Investors, (see Note 6 to the Consolidated Financial Statements of
NewCity), respectively. In addition, the extraordinary loss includes $0.6
million related to the write-off of unamortized deferred financing costs
and $0.4 million due to the recognition of a liability in an amount equal
to the present value of future payments due on existing interest rate swap
agreements that expired in April and June 1994. See Note 2 to the
Consolidated Financial Statements of NewCity.

29
<PAGE> 38

(6) During the year ended December 31, 1994, NewCity recorded an extraordinary
loss of $0.2 million in connection with the early retirement of its 25%
junior subordinated notes payable due December 31, 2005. Such loss was due
to the write-off of unamortized deferred financing costs.

(7) Historical earnings per share information for NewCity is not presented as
NewCity does not have publicly traded equity securities and is not
registering stock to be sold in a public market.

(8) "Broadcast cash flow" consists of operating income plus depreciation and
amortization and corporate general and administrative expenses. "Broadcast
cash flow margin" is broadcast cash flow as a percentage of net revenues.
"EBITDA" is operating income plus depreciation and amortization.
"After-tax cash flow" is income (loss) before extraordinary items, plus
depreciation and amortization. Although broadcast cash flow, broadcast
cash flow margin, EBITDA and after-tax cash flow are not recognized under
GAAP, they are accepted by the broadcast industry as generally recognized
measures of performance and are used by analysts who report publicly on
the condition and performance of broadcast companies. For the foregoing
reasons, NewCity believes that these measures are useful to investors.
However, investors should not consider these measures to be an alternative
to operating income as determined in accordance with GAAP, an alternative
to cash flows from operating activities (as a measure of liquidity) or an
indicator of NewCity's performance under GAAP.

(9) Declines in broadcast cash flow and EBITDA from 1994 are due mainly to the
losses incurred from the results of developing stations in KJSR-FM (Tulsa)
and WZKD-AM (Orlando) that began operating in January 1995. See further
discussion in "Management's Discussion and Analysis of Financial Condition
and Results of Operations of NewCity."

(10) No cash dividends were declared or paid on NewCity's common stock during
any of these periods.

30
<PAGE> 39

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
THE PRO FORMA COMBINED RESULTS OF OPERATIONS

The following sets forth summary unaudited pro forma combined financial
information for Cox Radio for the year ended December 31, 1995 and the six
months ended June 30, 1995 and 1996. The summary unaudited pro forma financial
information is based on certain assumptions and adjustments described in the
Notes to the Unaudited Pro Forma Combined Statements of Operations and should be
read in conjunction therewith. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations of Cox Radio," "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
NewCity," "Selected Historical Consolidated Financial Data," and the
Consolidated Financial Statements for each of Cox Radio and NewCity.

<TABLE>
<CAPTION>
PRO FORMA FOR THE
TRANSACTIONS
-------------------
SIX MONTHS
YEAR ENDED ENDED JUNE 30,
DECEMBER 31, -------------------
1995 1995 1996
------------ ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues............................................... $168,361 $80,532 $90,692
Station operating expenses................................. 121,570 59,360 64,593
Corporate general and administrative expenses.............. 4,370 2,266 2,737
Depreciation and amortization.............................. 15,410 7,591 7,884
------------ ------- -------
Operating income........................................... 27,011 11,315 15,478
Interest expense........................................... 20,553 10,128 10,470
Net income (loss).......................................... 1,152 (885) 1,516
OTHER OPERATING DATA:
Broadcast cash flow(1)..................................... $ 46,791 $21,172 $26,099
Broadcast cash flow margin(1).............................. 27.8% 26.3% 28.8%
EBITDA(1).................................................. $ 42,421 $18,906 $23,362
After-tax cash flow(1)..................................... 16,562 6,706 9,400
</TABLE>

- ---------------

(1)See Note 5 in "Selected Historical Consolidated Financial Data -- Cox Radio"
for definitions.

RESULTS OF OPERATIONS

Cox Radio, upon completion of the Transactions, will own or operate, or
provide sales and marketing services for, 42 radio stations (27 FM and 15 AM)
clustered in 12 markets. The summary unaudited pro forma combined financial
information presented herein does not purport to represent what Cox Radio's
results of operations would actually have been had the Transactions occurred on
January 1, 1995 or to project Cox Radio's results of operations for any future
period. The following analysis is intended only as a comparison of the pro forma
results of operations for the six months ended June 30, 1995 and 1996 as
presented in "Unaudited Pro Forma Combined Financial Data."

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

Net Revenues. Net revenues for the six months ended June 30, 1996
increased $10.2 million to $90.7 million, a 13% increase over the comparable
period in 1995. The increase was due generally to growth in market share and
advertising rate increases in certain of the Company's markets and included $3.5
million at WSB-AM (Atlanta) due primarily to increased sports programming, $2.1
million at the Company's Los Angeles stations reflecting higher advertising
rates and successful implementation of new marketing strategies, $1.4 million at
the Company's Miami stations due to higher ratings and a change in sales
approach and $1.5 million at the Company's Orlando stations reflecting a strong
local economy.

Station Operating Expenses. Station operating expenses increased $5.2
million to $64.6 million, an increase of 9% over the comparable period in 1995.
The increase included $2.3 million at WSB-AM due primarily to higher sports
programming costs, $0.8 million at the Company's Los Angeles stations due to
compensation programs tied to station ratings, $0.9 million at the Company's
Orlando stations reflecting

31
<PAGE> 40

increases in certain station operating expenses as a result of increases in
revenues and an overall increase in selling expenses relating to increases in
revenues throughout the Company.

Broadcast Cash Flow. Broadcast cash flow increased $5.0 million to $26.1
million, a 24% increase over the comparable period in 1995. In addition, the
broadcast cash flow margin increased to 28.7% for the six months ended June 30,
1996 from 26.3% for the comparable period in 1995. Such increases resulted
primarily from improvements in net revenues over station operating expenses at
WSB-AM and the Company's Los Angeles and Miami stations.

Corporate, General and Administrative expenses. Corporate general and
administrative expenses increased $0.5 million to $2.7 million, an increase of
23% over the comparable period in 1995 primarily due to an increase in Cox
Radio's allocated portion of CEI's Unit Appreciation Plan ("UAP") expense.

ACQUISITIONS

During 1996, in response to the removal of certain station ownership
restrictions in the 1996 Act, the Company has acquired, contracted to acquire or
is negotiating to acquire 29 radio stations for approximately $296 million to
substantially increase its station portfolio. In particular, upon the
consummation of the NewCity Acquisition, the Company will acquire 18 radio
stations which will enhance the Company's existing station group clusters and
provide a platform for the establishment of new station group clusters. The
consummation of these acquisitions will have a material effect on the Company's
results of operations and will limit the comparability of the Company's
historical results. As acquired stations are integrated into the Company,
management expects to achieve certain cost savings, revenue enhancements and
broadcast cash flow growth as a result of (i) the creation of station group
clusters and (ii) the development of underperforming stations.

CREATION OF CLUSTERS

Management expects that the creation and operation of station clusters will
result in (i) revenue growth by increasing the appeal of the Company's stations
to advertisers and enabling such stations to compete more effectively with other
forms of advertising and (ii) efficiencies by consolidating broadcast
facilities, eliminating duplicative positions in management and production and
reducing overhead expenses. Upon the consummation of the acquisitions, the
Company will have created station clusters in several of its markets including
seven stations in Orlando, five in Syracuse, five in Tulsa and three or more in
nine of its 12 markets. Management believes that the Company's future operating
results should reflect the benefits of the Company's clustering strategy.

DEVELOPMENT OF UNDERPERFORMING STATIONS

Management believes that a number of the Company's stations, including
several in the group to be acquired, can be characterized as underperforming
stations which can achieve broadcast cash flow growth through application of Cox
Radio's operating strategy. The operation of underperforming stations will
initially require the Company to incur development costs; thereafter, management
intends to develop these stations into ratings leaders to improve revenue and
broadcast cash flow. Management has historically demonstrated its ability to
acquire underperforming stations and develop them into ratings and revenue
leaders. See "Business -- Operating Strategy -- Develop Underperforming
Stations."

32
<PAGE> 41

DIVESTITURE OF NON-STRATEGIC PROPERTIES

Although the Company expects to concentrate on identifying and acquiring
radio stations that fit its acquisition strategy, it has contracted to dispose
of certain existing stations. In the Orlando Acquisition, the Company has agreed
to exchange its two stations in Chicago for approximately $20 million in cash
and three stations in Orlando, a market in which management believes it is cost
effective to cluster. In the Miami Disposition, the Company has agreed to sell
an underperforming AM station for approximately $13 million in cash. For tax
purposes, the Company will account for the Orlando Acquisition and Miami
Disposition as like-kind exchanges. Tax rules will allow the Company to defer a
substantial portion of the taxable gain on these transactions upon the
reinvestment of the $32.5 million in net proceeds in additional radio properties
in transactions which will qualify as deferred like-kind exchanges. It is not
expected that any of the Pending Transactions, with the possible exception of
the Tulsa Acquisition, will qualify for reinvestment. The Company is presently
pursuing additional qualifying reinvestment properties.

33
<PAGE> 42

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF COX RADIO

GENERAL

Cox Radio is a leading national radio broadcasting company whose business
is devoted exclusively to operating, acquiring and developing radio stations
located throughout the United States. Prior to the Offerings, CEI will transfer
direct or indirect ownership of its U.S. radio broadcast properties to Cox Radio
(the "Cox Radio Consolidation"). CEI's historical basis in the assets and
liabilities of the operations will be carried over to Cox Radio. The
Consolidated Financial Statements of Cox Radio represent the operations of the
radio stations currently owned or operated or to which sales and marketing
services were provided in connection with CEI's radio broadcasting operations.
The historical consolidated financial statements do not necessarily reflect the
results of operations or financial position that would have existed had Cox
Radio been an independent company.

The primary source of the Company's revenues is the sale of advertising
time to local and national advertisers. Historically, approximately three
quarters of the Company's revenues were generated from local advertising which
is sold by each station's sales staff. The Company's most significant station
operating expenses are employees' salaries and benefits, commissions,
programming expenses and advertising and promotional expenditures.

The Company's revenues are primarily affected by the advertising rates
charged by its radio stations for advertising time. The Company's advertising
rates are in large part based on a station's ability to attract audiences in the
demographic groups targeted by its advertisers, as measured principally by
Arbitron Radio Market Reports.

The Company's revenues vary throughout the year. As is typical in the radio
broadcasting industry, the Company's first calendar quarter generally produces
the lowest revenues for the year, and the second and fourth calendar quarters
generally produce higher revenues. The Company's operating results in any period
may be affected by advertising and promotional expenses that do not necessarily
produce commensurate revenues until the impact of the advertising and promotion
is realized in future periods.

ACQUISITIONS AND DISPOSITIONS

During the past several years, the Company has actively managed its
portfolio of radio stations through selected acquisitions, dispositions and
swaps, as well as through the use of LMAs and JSAs. Specific transactions
entered into by the Company during the past three years are discussed below.

In December 1993, the Company acquired WYSY-FM (Chicago) for $9.4 million.
Also in December 1993, Cox Radio exchanged KLRX-FM (Dallas) for WYNF-FM (Tampa)
and approximately $4.7 million. Subsequent to the exchange, the Company switched
the call letters of WYNF-FM with its existing Tampa station, WWRM-FM, and then
subsequently changed the new WYNF-FM's call letters to WCOF-FM.

In January 1994, the Company entered into an LMA to operate WJZF-FM
(Atlanta). Subsequently, in September 1994, the Company paid $9.4 million for an
option to purchase substantially all of the station's assets. In August 1994,
the Company began operating KACE-FM (Los Angeles) under an LMA until the station
was acquired in August 1995 for $11.7 million.

In April 1995, Cox Radio entered into an LMA to operate WCNN-AM (Atlanta).
In June 1995, Cox Radio entered into a JSA with WFNS-AM (Tampa) and, in July
1996, decided to exercise its option to purchase WFNS-AM for $1.5 million,
consisting of $0.8 million in cash and the forgiveness of $0.7 million in
amounts due to Cox Radio (the Tampa Acquisition). This transaction is expected
to close in fourth quarter of 1996.

In January 1996, Cox Radio completed the acquisition of two stations in
Louisville, WRKA-FM and WRVI-FM, for $8.7 million (the Prior Louisville
Acquisition). In April 1996, the Company agreed to sell WIOD-AM (Miami) for
approximately $13.0 million (the Miami Disposition). This transaction is
expected

34
<PAGE> 43

to close during the last quarter of 1996. In June 1996, the Company acquired
WHEN-AM and WWHT-FM (Syracuse) for $4.5 million (the Prior Syracuse
Acquisition). The Syracuse stations are operated by NewCity under an LMA. In
June 1996, the Company agreed to purchase WXNU-FM (Louisville) for $2.5 million
(the Louisville Acquisition). The Louisville Acquisition is expected to close in
the third quarter of 1996. In June 1996, the Company agreed to exchange its two
Chicago stations, WCKG-FM and WYSY-FM, for three stations in Orlando, WHOO-AM,
WHTQ-FM and WMMO-FM, and approximately $20 million (the Orlando Acquisition).
The Orlando stations are operated by NewCity under an LMA. The exchange is
expected to be consummated in the first half of 1997. The Orlando Acquisition
and the Miami Disposition will be accounted for as like-kind exchanges for tax
purposes. Tax rules will allow the Company to defer a substantial portion of the
taxable gain on these transactions upon the reinvestment of the $32.5 million in
net proceeds in qualifying future acquisitions. It is not expected that any of
the Pending Transactions, with the possible exception of the Tulsa Acquisition,
will qualify for reinvestment. The Company is presently pursuing additional
qualifying reinvestment properties. In July 1996, the Company agreed to acquire
NewCity for an aggregate consideration of $253 million, subject to certain
working capital adjustments, consisting of approximately $166 million in cash
and approximately $87 million in the assumption of NewCity debt (the NewCity
Acquisition). The NewCity Acquisition is expected to close in the first half of
1997. In July 1996, the Company entered into negotiations to acquire KRAV-FM and
KGTO-AM (Tulsa) for $5.5 million (the Tulsa Acquisition). The Tulsa Acquisition
is expected to close in the first quarter of 1997.

RESULTS OF OPERATIONS

This discussion should be read in conjunction with the accompanying audited
and unaudited Consolidated Financial Statements of Cox Radio. The results of
operations for Cox Radio represent the operations of the radio stations
currently owned or operated or to which sales and marketing services were
provided in connection with CEI's U.S. radio broadcasting operations. The
historical financial statements do not necessarily reflect the results of
operations or financial position that would have been reported had Cox Radio
been an independent company.

As a result of the acquisition activity discussed above, the Company's
historical financial statements are not directly comparable from period to
period.

The following table summarizes Cox Radio's financial results as reflected
in the historical financial statements included elsewhere herein, and other
operating data:

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------- -----------------
1993 1994 1995 1995 1996
------- -------- -------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues.............................. $94,950 $111,535 $123,572 $58,551 $66,308
Station operating expenses................ 67,948 76,314 89,962 43,009 47,297
Corporate general and administrative
expenses(1)............................ 2,522 2,667 5,853 1,873 2,341
Depreciation and amortization............. 7,224 6,995 7,247 3,715 3,979
------- -------- -------- ------- -------
Operating income.......................... 17,256 25,559 20,510 9,954 12,691
Interest expense.......................... 5,590 5,229 5,974 2,942 2,856
Net income (loss)......................... (1,101)(2) 11,207 8,163 3,796 5,213
OTHER OPERATING DATA:
Broadcast cash flow(3).................... $27,002 $ 35,221 $ 33,610(4) $15,542 $19,011
Broadcast cash flow margin(3)............. 28.4% 31.6% 27.2% 26.5% 28.7%
EBITDA(3)................................. $24,480 $ 32,554 $ 27,757(4) $13,669 $16,670
After-tax cash flow(3).................... 13,715 18,202 15,410 7,511 9,192
</TABLE>

- ---------------

(1) As described in Note 9 to the Consolidated Financial Statements of Cox
Radio, certain of Cox Radio's executives participate in CEI's UAP. Because
CEI and Cox Radio are private companies, the benefits under the UAP are
generally payable in cash. This cash payment option has resulted in charges
to compensation expense of $0.9 million, $0.8 million and $1.6 million for
the years ended December 31, 1993, 1994 and 1995, respectively, and $0.8
million and $1.2 million for the six months ended June 30, 1995 and 1996,
respectively. This compensation expense is included in historical corporate
general and administrative expenses. Public companies traditionally
implement stock award plans that provide for the issuance of stock to
participants and do not result in compensation expense under applicable
accounting standards. The Company intends to implement such a plan in 1996
and, therefore, does not

35
<PAGE> 44

expect to incur this expense in future periods. See "Management -- Cox
Enterprises, Inc. Unit Appreciation Plan" and "-- Long-Term Incentive Plan."
In addition, year ended December 31, 1995 corporate general and
administrative expenses include a nonrecurring corporate charge.

(2) Includes a $7.6 million noncash charge for the cumulative effect of
accounting changes. See further discussion in Notes 2, 7 and 8 to the
Consolidated Financial Statements of Cox Radio.

(3) See Note 5 in "Selected Historical Consolidated Financial Data -- Cox Radio"
for definitions.

(4) Declines in broadcast cash flow and EBITDA from the prior year are due
mainly to the impact of the baseball strike on advertiser spending, the cost
of sports programming rights in Atlanta, start-up costs related to
acquisitions or LMA's consummated in late 1994 and early 1995 and a
nonrecurring corporate charge in 1995.

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

Net Revenues. Net revenues for the six months ended June 30, 1996
increased $7.8 million to $66.3 million, a 13% increase over the comparable
period in 1995. The increase was primarily due to higher ratings at certain of
the Company's stations which were owned, operated or to which services were
provided during both of these six month periods as well as an increase in the
number of such stations. The increase for individual stations and markets
included $3.5 million at WSB-AM (Atlanta) primarily due to increased sports
programming revenues, $2.1 million at the Company's Los Angeles stations
reflecting higher advertising rates and successful implementation of new
marketing strategies and $2.0 million at the Company's Miami stations due to
higher ratings and a change in sales approach. Net revenues also increased $2.3
million due to the inclusion of the operations of WCNN-AM (Atlanta) and WFNS-AM
(Tampa), which were initially included in the Company's operations in April and
June 1995, respectively, and WRKA-FM (Louisville), which was initially included
in the operations of the Company in the first quarter of 1996. Such increases
were partially offset by a decrease of $1.6 million at the Company's Chicago
stations due to programming changes. On a "same station" basis (reflecting
results from stations operated for the entire six month period ended June 30 in
both 1996 and 1995), net revenues increased $5.4 million to $63.6 million, an
increase of 9% over the six months ended June 30, 1995.

Station Operating Expenses. Station operating expenses increased $4.3
million to $47.3 million, an increase of 10% over the comparable period in 1995.
Approximately $2.8 million of the increase was attributable to the operations of
WCNN-AM, WFNS-AM, and WRKA-FM, which were initially included in the Company's
operations in April 1995, June 1995 and January 1996, respectively. The increase
for existing stations included $2.3 million at WSB-AM due primarily to higher
sports programming costs, $0.8 million at the Company's Los Angeles stations due
primarily to compensation programs tied to station ratings and an overall
increase in selling expenses relating to increases in revenues throughout the
Company. These increases were partially offset by a decrease in station
operating expenses of $1.8 million at WIOD-AM (Miami) and the Company's Chicago
stations. On a "same station" basis, station operating expenses increased $1.5
million, to $43.7 million an increase of 4% over the six months ended June 30,
1995.

Broadcast Cash Flow. Broadcast cash flow increased $3.5 million to $19.0
million, a 22% increase over the comparable period in 1995. On a "same station"
basis, broadcast cash flow increased by $3.9 million to $19.9 million, an
increase of 25% over the comparable period in 1995. In addition, the broadcast
cash flow margin increased to 28.7% for the six months ended June 30, 1996 from
26.5% for the comparable period in 1995. Such increases resulted primarily from
improvements in net revenues over station operating expenses at WSB-AM, the
Company's Los Angeles stations, and the Company's Miami stations and the
decrease in station operating expenses at WIOD-AM.

Corporate General and Administrative Expenses. Corporate, general and
administrative expenses increased $0.5 million to $2.3 million over the
comparable period in 1995 primarily due to an increase in Cox Radio's allocated
portion of CEI's UAP expense.

Operating Income. Operating income increased $2.7 million to $12.7
million, an increase of 27% over the first six months of 1995 for the reasons
noted above. In addition, the operating margin increased to 19.1% for the six
months ended June 30, 1996 from 17.0% for the comparable period of 1995.

Interest Expense. Interest expense for the six months ended June 30, 1996
remained substantially the same as the comparable period in 1995.

36
<PAGE> 45

Net Income. Net income increased by $1.4 million to $5.2 million, an
increase of 37% over the comparable period in 1995, for the reasons noted above.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

Net Revenues. Net revenues increased $12.0 million to $123.6 million in
1995, an increase of 11% over the prior year. Favorable ratings driven by
Atlanta sports programming, an improved advertising economy and an increase in
the number of stations owned or operated in existing station groups all
contributed to the increase. In Atlanta, a net revenue increase of $8.8 million
was due primarily to the acquisition by WSB-AM of broadcast rights for the
Atlanta Braves and the Atlanta Hawks and the addition of the operations of
WCNN-AM. In Los Angeles, a $1.6 million increase in net revenues reflected
continued strong performance by KOST-FM and the operation of KACE-FM for a full
year, offset by the effects of a temporary decline in audience share at KFI-AM
during the O.J. Simpson trial. The remaining stations combined contributed an
increase in net revenues of $1.6 million despite a $1.8 million decrease in
revenues at WIOD-AM (Miami). The Company has contracted to sell WIOD-AM. That
transaction is expected to close in the fourth quarter of 1996. On a "same
station" basis (reflecting results from stations operated for the entire twelve
months in both 1995 and 1994), net revenues increased $8.0 million to $118.8
million, an increase of 7% over 1994.

Station Operating Expenses. Station operating expenses increased $13.6
million to $90.0 million, an increase of 18% over the prior year. Significant
components of the increase included $6.3 million for the acquisition of
broadcast rights for the Atlanta Braves and the Atlanta Hawks, $2.0 million of
programming, sales and other operating expenses resulting from a full year of
operations at KACE-FM and $2.6 million of station operating expenses incurred at
WCNN-AM which has been operated under an LMA since April 1995. Higher selling
costs associated with revenue increases posted by the Company's existing
stations also contributed to the increase in station operating expenses. On a
"same station" basis, station operating expenses increased $8.5 million to $84.0
million, an increase of 11% over 1994.

Broadcast Cash Flow. Broadcast cash flow decreased $1.6 million to $33.6
million, a decrease of 5% from the prior year, primarily attributable to the
operations of WCNN-AM discussed above. On a "same station" basis, broadcast cash
flow decreased $0.5 million to $34.8 million, a decrease of 1% over the prior
year, primarily attributable to the operations of the Company's Atlanta radio
stations, exclusive of WCNN-AM.

Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased $3.2 million to $5.9 million principally due
to a $0.8 million increase in Cox Radio's allocated portion of CEI's UAP expense
and a non-recurring corporate charge.

Operating Income. Operating income decreased $5.0 million to $20.5
million, a 20% decrease from 1994, for the reasons discussed above.

Interest Expense. Interest expense increased $0.7 million to $6.0 million
in 1995, a 14% increase over the prior year due to an increase in interest rates
during 1995.

Net Income. Net income decreased $3.0 million from 1994 to $8.2 million in
1995, due to the operational changes and the nonrecurring corporate charge
discussed above.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

Net Revenues. Net revenues increased 17% to $111.5 million in 1994, a
$16.6 million increase over the prior year. The net revenue gains were the
result of an increase in the number of stations owned or operated during 1994
and improved advertising rates. In Atlanta, an increase in net revenues of $4.5
million was attributable to WJZF-FM, operated under an LMA agreement beginning
in January 1994, and improved ratings resulting from programming changes at
WSB-AM. In Chicago, an increase in net revenues of $6.3 million included $4.9
million attributable to a full year of operations of WYSY-FM, which was acquired
in December 1993. In Los Angeles, net revenues growth of $3.3 million resulted
from higher ratings at KOST-FM and KFI-AM and the addition of KACE-FM, operated
under an LMA beginning in August 1994. All other markets posted a net revenues
increase of $2.5 million in 1994. On a "same station" basis (reflecting results
from stations operated for the entire twelve months in both 1994 and 1993), net
revenues increased $8.4 million to $100.8 million, an increase of 9% over 1993.

37
<PAGE> 46

Station Operating Expenses. Station operating expenses increased $8.4
million to $76.3 million, an increase of 12% over the prior year. This increase
was due to increased costs associated with the operation and promotion of
additional stations ($4.8 million for WJZF-FM, KACE-FM, and WYSY-FM), additional
programming and promotional costs across all other stations, as well as
increased sales commissions resulting from the Company's revenue growth. On a
"same station" basis, station operating expenses increased $4.8 million to $69.5
million, an increase of 7% over 1994.

Broadcast Cash Flow. Broadcast cash flow increased $8.2 million to $35.2
million, an increase of 30% over the prior year. On a "same station" basis,
broadcast cash flow increased $3.6 million to $31.3 million, an increase of 13%
over the prior year. Such increases resulted primarily from the operations of
WJZF-FM, WYSY-FM and, on a same station basis, the Company's Los Angeles radio
stations.

Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased $0.1 million over the prior year.

Operating Income. Operating income increased $8.3 million to $25.6
million, a 48% increase over 1993, for the reasons discussed above.

Interest Expense. Interest expense decreased $0.4 million in 1994 to $5.2
million, a 7% decrease from the prior year, primarily as a result of a $4.6
million reduction in notes payable to CEI during 1994.

Net Income. Net income was $11.2 million in 1994, a $12.3 million increase
over 1993 due to the operational changes discussed above and the impact of the
noncash, nonrecurring cumulative effect of accounting changes of $7.6 million
recorded in 1993.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary source of liquidity is cash provided by operations.
Cash requirements have been funded by Cox Radio's operating activities and
historically, as needed, through intercompany advances from CEI. Certain of the
indirect subsidiaries of CEI, through which the U.S. radio operations of CEI are
conducted, have entered into the CEI Notes, which bear interest at the prime
rate (as reported by Chase Manhattan Bank, N.A.) plus 1.5%. In addition, Cox
Radio has entered into a revolving credit facility with CEI (the "New CEI Credit
Facility"). All interest accrued under the New CEI Credit Facility prior to the
consummation of the Offerings will be contributed by CEI to Cox Radio. Upon
consummation of the Offerings, all existing and future borrowings under the New
CEI Credit Facility will accrue interest at the prime rate (as reported by Chase
Manhattan Bank, N.A.) plus 1.5%. Upon the consummation of the Offerings, Cox
Radio will use $107.1 million of the net proceeds of the Offerings to completely
discharge all amounts owed under the CEI Notes. CEI continues to perform
day-to-day cash management services for Cox Radio. See "Certain Relationships
and Related Transactions."

Cox Radio will be required to borrow approximately $164 million to
consummate the NewCity Acquisition. Although Cox expects to be able to obtain
the required financing from a syndicate of banks, if such bank financing is not
available, the required funds will be loaned by CEI to Cox Radio at prevailing
market rates.

Upon consummation of the NewCity Acquisition, Cox Radio will assume certain
indebtedness of NewCity, including NewCity's obligations under an indenture with
Shawmut Bank Connecticut dated November 2, 1993 (the "'Indenture"), which
governs the terms and conditions of the $75 million NewCity Notes. The NewCity
Notes are general unsecured obligations of NewCity and are subordinated to all
existing and future senior indebtedness of NewCity. The NewCity Notes are
redeemable at the option of NewCity, in whole or in part, at any time on or
after November 1, 1998, at an initial redemption price of 104.266% of the
principal amount, plus accrued and unpaid interest through the date of
redemption. The NewCity Acquisition will, due to the "change of control",
trigger an obligation on the part of NewCity to offer to repurchase such NewCity
Notes at 101% of the principal amount thereof plus accrued and unpaid interest
to the date of any such repurchase. Because the NewCity Notes, since the
announcement of the acquisition of NewCity by Cox Radio, have consistently
traded at prices in excess of 101% of the principal amount thereof, Cox Radio
does not expect any holders of the NewCity Notes to accept the repurchase offer.
If NewCity is required to repurchase any of the NewCity Notes, the Company
expects to fund such repurchase through debt financing, including bank
financing.

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<PAGE> 47

The Indenture contains certain covenants that, among other things, limit
the ability of NewCity and its subsidiaries to incur additional indebtedness,
pay dividends and make other restricted payments, issue or sell common stock of
NewCity's subsidiaries, enter into sale and leaseback transactions, create
liens, or engage in mergers, consolidations and asset sales. Following
consummation of the NewCity Acquisition, the NewCity Notes will be obligations
of NewCity as a wholly-owned subsidiary of the Company. Accordingly, the
covenants in the Indenture will only limit the actions of NewCity and its
subsidiaries and not the other subsidiaries of the Company.

Future cash requirements are expected to include capital expenditures,
principal and interest payments on indebtedness and funds for acquisitions. The
Company expects its operations to generate sufficient cash to meet its capital
expenditures and debt service requirements. Additional cash requirements,
including funds for pending or other acquisitions, will be funded by various
sources, including the proceeds from the Offerings, bank financing and, if or
when appropriate, other issuances of Company securities.

Selected statements of cash flow and operations data are summarized as
follows:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------- -----------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net cash provided by operating
activities............................. $11,429 $14,068 $13,987 $ 6,274 $ 9,070
Net cash used in investing activities
(including acquisitions)............... 6,053 12,292 17,342 2,119 15,189
Net cash provided by (used in) financing
activities............................. (4,776) (1,607) 3,149 (4,255) 6,094
Broadcast cash flow...................... 27,002 35,221 33,610 15,542 19,011
Interest expense......................... 5,590 5,229 5,974 2,942 2,856
Income taxes............................. 6,048 8,863 6,226 2,948 4,347
Capital expenditures..................... 1,065 2,705 4,073 1,308 1,153
</TABLE>

Net cash provided by operating activities for the six months ended June 30,
1996 increased $2.8 million to $9.1 million over the comparable period in 1995.
The increase was due principally to the aforementioned $1.4 million improvement
in net income and a deferred tax charge of approximately $1.0 million recorded
in the second quarter of 1996. Net cash from operating activities in 1995
remained substantially the same as in 1994. Net cash provided by operating
activities in 1994 increased $2.6 million to $14.1 million over 1993. The
increase was due to the previously noted $12.3 million increase in net income
over 1993, including the impact of the noncash, nonrecurring cumulative effect
of accounting changes of $7.6 million recorded in 1993, as well as the 1993 $1.1
million gain on disposition of a radio station and the net effect of changes in
working capital accounts.

Net cash used in investing activities for all periods presented principally
reflects the Company's acquisition activity discussed above and capital
expenditures. The increases in annual capital expenditures from 1993 to 1995
were due to the increasing number of stations owned or operated by Cox Radio.

Net cash provided by (used in) financing activities represents the net
change in amounts due to CEI, repayment of debt, dividends paid and net changes
in book overdrafts. With the exception of the $3.0 million repayment of debt in
1993, cash flows from financing activities represent intercompany transactions
with CEI and fluctuations for the periods presented generally reflect the
differences between changes in both cash flows from operating activities and
cash flows from investing activities. See "Certain Relationships and Related
Transactions."

The Company has contractual commitments for sports programming and on-air
personality of $9.2 million, $9.7 million, $10.1 million and $9.0 million for
1996, 1997, 1998 and 1999, respectively, which are expected to be funded through
operations.

39
<PAGE> 48

IMPACT OF INFLATION

The impact of inflation on the Company's operations has not been
significant to date. However, there can be no assurance that a high rate of
inflation in the future would not have an adverse impact on the Company's
operating results.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March 1995, SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to be Disposed Of," was issued. This Statement
requires that long-lived assets and certain intangibles be reviewed for
impairment when events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable, with any impairment losses being
reported in the period in which the recognition criteria are first applied based
on the fair value of the asset. Long-lived assets and certain intangibles to be
disposed of are required to be reported at the lower of carrying amount or fair
value less cost to sell. Cox Radio adopted SFAS No. 121 in the first quarter of
1996. Adoption of SFAS No. 121 did not have a material impact on the Company's
financial statements.

In October 1995, SFAS No. 123, "Accounting for Stock-Based Compensation,"
was issued. The adoption of the new recognition provisions for stock-based
compensation expense included in SFAS No. 123 is optional; however, the pro
forma effects on net income and earnings per share had the new recognition
provisions been elected is required to be disclosed in the financial statements.
Cox Radio will continue to follow the requirements of APB No. 25, "Accounting
for Stock Issued to Employees" in its accounting for employee stock options;
therefore, no impact on the Company's financial position and results of
operations is expected. Cox Radio will provide the new disclosure requirements
under SFAS No. 123 in the annual financial statements for the year ending
December 31, 1996.

UNAUDITED QUARTERLY FINANCIAL INFORMATION

The following table sets forth selected quarterly financial information for
Cox Radio. This information is derived from unaudited financial statements of
Cox Radio and includes, in the opinion of management, all normal and recurring
adjustments that management considers necessary for a fair presentation of the
results for such periods. The operating results for any quarter are not
necessarily indicative of results for any future period.

<TABLE>
<CAPTION>
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
1994
Net revenues........................................... $21,608 $27,546 $29,907 $32,474
Corporate general and administrative expenses.......... 638 632 659 738
Depreciation and amortization.......................... 1,709 1,731 1,744 1,811
Operating income....................................... 3,036 6,275 9,641 6,607
Net income............................................. 641 3,034 4,613 2,919
1995
Net revenues........................................... $25,856 $32,695 $31,402 $33,619
Corporate general and administrative expenses.......... 879 994 2,979(1) 1,001
Depreciation and amortization.......................... 1,841 1,874 1,768 1,764
Operating income....................................... 3,856 6,098 3,610 6,946
Net income............................................. 1,264 2,532 1,355 3,012
1996
Net revenues........................................... $29,568 $36,740
Corporate general and administrative expenses.......... 1,103 1,238
Depreciation and amortization.......................... 1,982 1,997
Operating income....................................... 4,700 7,991
Net income............................................. 1,812 3,401
</TABLE>

- ---------------

(1) Includes a nonrecurring corporate charge.

40
<PAGE> 49

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF NEWCITY

GENERAL

NewCity's financial results depend on a number of factors, including the
strength of the national economy and the local economies of NewCity's served
markets, local market competition from other radio stations and other
advertising media, government regulation and policies and NewCity's ability to
provide popular programming.

NewCity's revenues depend directly on the advertising rates that its
stations are able to charge, and those in turn depend on the stations' ability
to attract audiences in the demographic groups targeted by its advertisers, as
measured principally by Arbitron. NewCity monitors the popularity of the formats
it employs through the regular use of market research and takes other steps to
develop strong listener loyalty.

Advertising contracts are generally short-term. Most of NewCity's revenue
is generated from local advertising, which is sold primarily by a station's
sales staff. For the years ended December 31, 1993, 1994 and 1995, and the six
months ended June 30, 1996, approximately 66.1%, 66.5%, 68.2%, and 67.6%
respectively, of NewCity's total revenues were from local advertising. To
generate national advertising sales, NewCity engages Katz Radio, a subsidiary of
Katz Communications, Inc., a national sales representative firm that specializes
in national sales, for each of its stations. In addition, NewCity employs a
national sales manager in each of its markets to maximize its national sales
effort.

Period to period comparisons of NewCity's historical financial statements
are not necessarily meaningful due to the disposition or acquisition of certain
of NewCity's radio stations and the use of LMAs. In addition, NewCity's revenues
and operating income are typically lowest in the first quarter and highest in
the second and fourth quarters. Seasonal revenue fluctuations are common in the
radio broadcasting industry and are due primarily to fluctuations in advertising
expenditures. In August 1993, NewCity sold substantially all the assets of
WYAY-FM in Atlanta and in June 1993 entered into an agreement to sell WJZF-FM in
Atlanta. During the years ended December 31, 1993, 1994 and 1995, WYAY-FM and
WJZF-FM had aggregate net revenues of $3.7 million, $0.3 million and $0.4
million or 7%, 0.5% and 0.6% of NewCity's consolidated net revenues,
respectively.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

Net Revenues. Net revenues increased from $27.4 million during the six
months ended June 30, 1995 to $28.9 million during the six months ended June 30,
1996, an increase of $1.5 million, or 5%. Such increase was due to increased
local revenue of $0.9 million and increased national revenue of $0.6 million
which were partially offset by a small decrease in other revenue of $45,000. The
most significant increases in local and national revenues were in the Tulsa,
Orlando, Syracuse, and San Antonio markets due to growth in market revenue share
and advertising rate increases.

Operating Costs. Total operating costs for the six months ended June 30,
1996 were $22.8 million, the same as for the six months ended June 30, 1995.
Although total operating costs remained the same, broadcasting operations costs
increased by $0.2 million and depreciation and amortization increased by $0.1
million. These increased costs were offset by decreases in selling, general and
administrative expenses of $0.2 million and corporate general and administrative
expenses of $76,000. The increase of $0.2 million in broadcasting operations
costs is primarily the result of increases in programming expenses in the
Syracuse and Orlando markets caused by increased research activity, certain
increased salaries for key talent employees, increased royalty costs due to
increased net revenue and increased sports programming costs due to increased
sports activity.

Selling, General and Administrative Expenses. The decrease of $0.2 million
in selling, general and administrative expenses is primarily the result of
reduced general and administrative expenses of approximately $0.4 million in the
Orlando, Tulsa, San Antonio and Bridgeport markets due to various reasons that

41
<PAGE> 50

was partially offset by increased selling expenses in the Tulsa and Orlando
markets. The primary reasons for the decrease in general and administrative
expenses include reduced lease payments related to local marketing agreements in
the Orlando, Tulsa and San Antonio markets for radio stations that were not
owned for the entire first six months during 1995, reduced employee health
insurance costs in the Orlando and San Antonio markets and reduced salaries in
the Bridgeport market due to the elimination of certain personnel in minor
operating divisions. The increase in selling expenses was principally due to
increased commissions paid in the Tulsa and Orlando markets due to increased net
revenues.

Depreciation and Amortization Expense. Depreciation and amortization
expense increased from $1.5 million during the six months ended June 30, 1995 to
$1.6 million during the six months ended June 30, 1996, an increase of $0.1
million, or 8%. Such increase was due to depreciation of certain equipment
during 1996 that was not owned during the entire six months ended June 30, 1995.

Operating Income. Operating income increased by $1.5 million, or 33%, from
$4.6 million during the six months ended June 30, 1995 to $6.1 million during
the six months ended June 30, 1996. Such increase was caused by the increase in
net revenue of $1.5 million as discussed previously.

EBITDA. Earnings before interest, taxes, depreciation and amortization
(EBITDA) increased by $1.6 million, or 27%, from $6.1 million during the six
months ended June 30, 1995 to $7.7 million during the six months ended June 30,
1996. The increase in EBITDA was substantially due to increased net revenue
during 1996.

Interest Expense. Interest expense increased by $0.3 million, or 7%,
during the first six months of 1996 compared to the same period in 1995, from
$4.8 million to $5.1 million. Such increase was principally due to an increase
in total outstanding indebtedness in 1996 as compared to the same period in
1995.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

Net Revenues. Net revenues increased from $52.7 million during the year
ended December 31, 1994 to $55.6 million during the year ended December 31,
1995, an increase of $3.0 million, or 6%. Such increase was primarily caused by
net revenue increases in the Tulsa, Orlando, Syracuse and Bridgeport markets. In
aggregate, a substantial portion of the $3.0 million increase in net revenues
was due to increased local broadcasting revenues partially offset by a minor
decrease in national broadcasting revenues. Contributing significantly to the
net revenue increases in the Tulsa, Orlando, Syracuse and Bridgeport markets
were growth in market revenue share or advertising rate increases. In addition,
net revenues attributable to a new radio station, KJSR-FM, that began operating
in January 1995 caused a substantial portion of the Tulsa market net revenues
increase.

Operating Costs. Total operating costs increased from $41.8 million during
the year ended December 31, 1994 to $46.0 million during the year ended December
31, 1995, an increase of $4.2 million, or 10%. Contributing to the increase in
total operating costs of $4.2 million were increases of $2.8 million in
broadcasting operations costs, $1.0 million in selling, general and
administrative costs and $0.4 million in depreciation and amortization expense.
The increase of $2.8 million in broadcasting operations costs was due primarily
to the programming and marketing costs associated with operating two new radio
stations in the Tulsa and Orlando markets, approximately $1.2 million and,
additionally, marketing cost increases in the Orlando and San Antonio markets to
advertise and promote new radio station programming formats or to address
increased competition within the markets and in the Bridgeport market due to
increased marketing efforts in response to increased competition. Also,
increases in programming salaries and research expenses in most markets
contributed to the overall increase in broadcasting operations costs.

Selling, General and Administrative Expenses. The increase of $1.0 million
in selling, general and administrative expenses was principally due to an
increase of $0.9 million in such costs to operate two new radio stations in the
Tulsa and Orlando markets.

Depreciation and Amortization Expense. Depreciation and amortization
expense increased from $3.1 million during the year ended December 31, 1994 to
$3.5 million during the year ended December 31,

42
<PAGE> 51

1995, an increase of $0.4 million, or 14%. Such increase was primarily due to
the depreciation of equipment acquired during 1995 in connection with the
purchase of four radio stations.

Operating Income. Operating income decreased by $1.2 million from $10.9
million during the year ended December 31, 1994 to $9.7 million for the year
ended December 31, 1995. Such decrease was due to the increase in operating
costs of $4.2 million partially offset by the increase in consolidated net
revenues of $3.0 million.

EBITDA. EBITDA decreased from $13.9 million during the year ended December
31, 1994 to $13.2 million during the year ended December 31, 1995, a decrease of
$0.8 million or 6%. Excluding the EBITDA attributable to the two new radio
stations that began operating in January 1995 in the Tulsa and Orlando markets,
NewCity's EBITDA for the year ended December 31, 1995 would have been $14.0
million.

Interest Expense. Interest expense decreased by $0.2 million during the
year ended December 31, 1995 compared to the same period in 1994, from $10.1
million to $9.8 million. Such decrease was principally due to a reduction in
deferred interest expense of approximately $0.7 million in 1995, resulting from
the payment in September 1994 of certain 25% debt to an association of
investment partnerships and individual investors (collectively, the "Investors")
partially offset by an increase in total cash interest expense of approximately
$0.5 million due to increased borrowings.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

Net Revenues. Net revenues decreased from $53.3 million during the year
ended December 31, 1993 to $52.7 million during the year ended December 31,
1994, a decrease of $0.6 million, or 1%. This decrease was caused by a decrease
of $3.4 million in net revenues attributable to the Atlanta radio stations sold
or held for sale partially offset by an aggregate increase of $2.8 million in
net revenues in all of NewCity's current markets. Primarily contributing to this
increase were increases in net revenues in the Birmingham and Tulsa markets due
to both growth in market revenue share and advertising rate increases. In
addition, a net revenues increase in the Syracuse market, caused by a new radio
station's revenue for a full year in 1994 compared to a partial year's revenues
in 1993 since the radio station was not acquired until April 1993, also
contributed to the aggregate net revenues increase. Excluding the Atlanta radio
stations sold or held for sale, net revenues were $49.6 million during the year
ended December 31, 1993 compared to $52.4 million during the year ended December
31, 1994, an increase of $2.8 million or approximately 6%.

Operating Costs. Total operating costs decreased from $42.5 million during
the year ended December 31, 1993 to $41.8 million during the year ended December
31, 1994, a decrease of $0.7 million, or 2%. Such decrease was due to a decrease
of $3.1 million in operating costs related to the Atlanta radio stations sold or
held for sale that was substantially offset by an aggregate increase of $2.3
million in costs to operate the radio stations located in all of NewCity's
current markets. Contributing primarily to the aggregate increase of $2.3
million were increases of $1.4 million in broadcasting operations costs and $1.4
million in selling, general and administrative costs partially offset by a
decrease in depreciation and amortization of approximately $0.3 million,
excluding the Atlanta radio stations. The increase in broadcasting costs of $1.4
million was due to increases in marketing costs in most markets as a result of
increased competition, increased rights fees for certain programming contracts
in the Syracuse, Tulsa and Orlando markets, and increases in certain
broadcasting personnel costs in most markets.

Marketing and Promotional Costs. Excluding the Atlanta radio stations sold
or held for sale, marketing and promotional costs for the year ended December
31, 1994 were $4.9 million, approximately 26% greater than those incurred for
the year ended December 31, 1993, which were $3.9 million.

Selling, General and Administrative Expenses. Excluding the Atlanta radio
stations, the increase in selling, general and administrative expenses during
the year ended December 31, 1994 of $1.4 million, was substantially due to
increased commissions paid as a result of the aggregate growth in net revenues,
additional salaries, selling and administrative expenses incurred to operate a
new radio station in the Syracuse market that was not part of NewCity's
operations until April 1993, increased salaries and administrative expenses of

43
<PAGE> 52

approximately $250,000 to operate a new research division in 1994 that did not
exist during most of 1993, increased employee health insurance costs and a
general increase in employee compensation.

Depreciation and Amortization Expense. Depreciation and amortization
expense decreased from $3.9 million during the year ended December 31, 1993 to
$3.1 million during the year ended December 31, 1994, a decrease of $0.8
million. Such decrease was principally due to a reduction of $0.5 million in
depreciation and amortization related to the Atlanta radio stations sold or held
for sale. The remaining reduction was caused by certain equipment that became
fully depreciated during 1994.

EBITDA. EBITDA decreased from $14.6 million during the year ended December
31, 1993 to $13.9 million during the year ended December 31, 1994, a decrease of
$0.7 million, or approximately 5%. Excluding the Atlanta radio stations, EBITDA
was $13.7 million during the year ended December 31, 1993 and $13.9 million
during the year ended December 31, 1994, an increase of $0.2 million, or 1%.

Interest Expense. Interest expense decreased by $1.6 million, or 14%,
during the year ended December 31, 1994 compared to the same period in 1993,
from $11.6 million to $10.1 million. Such decrease was principally due to
NewCity's major refinancing of its total indebtedness in 1993 which resulted in
a reduction in total outstanding indebtedness in 1994 compared to 1993. See Note
2 to the Consolidated Financial Statements of NewCity.

On September 20, 1994, NewCity amended the WJZF-LMA (the "Amendment").
Among other items, the Amendment provided for the issuance by NewCity to Cox
Radio of an exclusive option to purchase substantially all the assets of radio
station WJZF-FM (Atlanta) during the extended term of the LMA (the "Option"). In
consideration for the Option, NewCity received a non-refundable cash payment of
$9.1 million (the "Option Payment"). Upon the exercise of the Option, NewCity
will receive additional cash consideration of $100. Because the cash proceeds
received from the Option are non-refundable and such proceeds, in the opinion of
management, approximated the fair market value of the assets of WJZF-FM, NewCity
accounted for the economic substance of this transaction as if a sale of
substantially all the assets of WJZF-FM had occurred. Accordingly, a gain of
$1.6 million was recorded for financial reporting purposes equal to the
difference between the Option payment received, less all related selling
expenses, and the net carrying value of the assets of WJZF-FM, including all
intangibles and equipment. For the year ended December 31, 1993, NewCity had a
gain on sale of broadcasting assets of $15.0 million as a result of the sale of
WYAY-FM.

Income Tax Expense. Income tax expense decreased by $0.9 million during
the year ended December 31, 1994 as compared to 1993. Such decrease is the
result of federal and state income taxes associated with the gain recognized on
the sale of WYAY-FM (Atlanta) in 1993 while in 1994 the gain recognized on the
sale of WJZF-FM resulted in no federal or state income taxes for income tax
purposes because of differences in book and tax asset bases. See Note 11 to the
Consolidated Financial Statements of NewCity.

Extraordinary Loss. During the year ended December 31, 1994, NewCity
recorded an extraordinary loss of $0.2 million which was caused by the write-off
of unamortized income financing costs related to the Junior Notes. During the
year ended December 31, 1993, the $2.0 million loss was incurred in connection
with the early extinguishment of debt to Investors.

LIQUIDITY AND CAPITAL RESOURCES

Generally, the primary sources of liquidity for NewCity are its cash
generated from operating activities and any borrowings, as required, made
through its Senior Credit Facility (as defined herein). The significant
liquidity needs of NewCity include its debt service requirements, funding of
working capital needs and capital expenditures.

Cash generated by operating activities was $2.4 million for the year ended
December 31, 1995. Such cash was used to fund purchases of plant and equipment
of $1.5 million, acquisition related costs of $0.5 million and to partially
contribute to payments on long-term borrowings.

NewCity's loan agreement with Fleet National Bank (Fleet) provides for an
aggregate senior credit facility of $15.0 million. One portion of the senior
credit facility provides an $11.0 million reducing revolving

44
<PAGE> 53

line of credit maturing on March 31, 2000 (the "Line of Credit"). Beginning on
March 31, 1996, the Line of Credit is subject to permanent quarterly reductions
that continue until maturity on March 31, 2000, when a final aggregate reduction
of $2.0 million occurs. As of June 30, 1996, the Line of Credit availability was
$9.8 million as the result of an open standby letter of credit of $1.2 million
issued by Fleet in May 1995 in connection with NewCity's issuance of a 16.33%
promissory note due May 16, 1997 to assist in financing the acquisition of
KJSR-FM in Tulsa (the "KJSR Note"). The Line of Credit availability will
continue to be reduced by any outstanding standby letter of credit issued, or to
be issued, in connection with the KJSR Note. The Fleet Agreement also provided
for a separate revolving line of credit of $4.0 million to be used for future
acquisitions of radio stations, as defined, that will convert to a term loan on
March 31, 1996 and mature on December 31, 1999 (the "Term Loan"). Principal
payments for any borrowings outstanding on the conversion date commenced on July
1, 1996 and continue on a quarterly basis until maturity in amounts ranging from
$66,666 to $0.4 million. Collectively, the Line of Credit and the Term Loan
represent NewCity's aggregate senior credit facility (the "Senior Credit
Facility"). At December 31, 1995, NewCity had $4.0 million of borrowings
outstanding under the Term Loan and $6.0 million outstanding under the Line of
Credit. Such borrowings were substantially incurred to assist in funding the
acquisitions of four radio stations during the year ended December 31, 1995, as
described below.

Interest on any borrowings under the Senior Credit Facility is payable at
the prime interest rate maintained by Fleet plus 1.5% or, at NewCity's option,
the London Interbank Offered Rate ("LIBOR") plus 2.75% (the "LIBOR Option"). At
December 31, 1995, NewCity had exercised various LIBOR Options for the $10.0
million principal balance outstanding, thereby setting its interest rate on such
borrowings at rates ranging from 8.4% to 8.7% through November 1996. NewCity and
its subsidiaries have pledged all of their assets to Fleet. In addition, the
terms of the Senior Credit Facility, among other conditions, restrict NewCity's
future ability to pay dividends and incur additional indebtedness, require
NewCity to maintain an annual minimum level of cash flow, as defined, and
restrict annual capital expenditures.

On March 3, 1995, March 17, 1995, May 17, 1995 and May 31, 1995, NewCity
acquired substantially all the assets of radio stations WZKD-AM (formerly WOMX)
in Orlando, KCJZ-FM (formerly KDIL) in San Antonio, KJSR-FM (formerly KTFX) in
Tulsa and WCFB-FM in Orlando, respectively. The purchase prices for such radio
stations were $0.5 million for WZKD, $3.2 million for KCJZ, $3.5 million for
KJSR and $6.0 million for WCFB. The aggregate cost of $13.2 million to acquire
these radio broadcasting properties was financed using cash in escrow of $1.2
million, the issuance of the KJSR Note, borrowings under the Senior Credit
Facility of approximately $10.0 million, and cash on hand.

The KJSR Note was issued on May 17, 1995 in connection with the acquisition
of substantially all the assets of radio station KJSR-FM in Tulsa, Oklahoma.
Such promissory note, which will be constantly secured by a standby letter of
credit for all future debt service payments, requires annual principal payments
of $1.0 million, plus interest, on May 16, 1996 and 1997, respectively. (See
Note 2 to the Consolidated Financial Statements of NewCity).

NewCity believes that its cash generated from operations and borrowings
under the Senior Credit Facility will be sufficient to meet its requirements for
working capital, capital expenditures, interest and principal payments.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March 1995, SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to be Disposed Of," was issued. This Statement
requires that long-lived assets and certain intangibles be reviewed for
impairment when events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable, with any impairment losses being
reported in the period in which the recognition criteria are first applied based
on the fair value of the asset. Long-lived assets and certain intangibles to be
disposed of are required to be reported at the lower of carrying amount or fair
value less cost to sell. NewCity adopted SFAS No. 121 in the first quarter of
1996. Adoption of SFAS No. 121 did not have a material impact on NewCity's
financial statements.

45
<PAGE> 54

BUSINESS

Cox Radio, upon completion of the Pending Transactions, will be one of the
ten largest radio broadcasting companies in the United States, based on both net
revenues and number of stations. Cox Radio will own or operate, or provide sales
and marketing services for, 42 radio stations (27 FM and 15 AM) clustered in 12
markets, including 18 stations to be acquired from NewCity. On a pro forma basis
for 1995, Cox Radio will be the number one radio station group ranked by revenue
share and audience share in five of its 12 markets. On a pro forma basis, Cox
Radio would have generated net revenue of $179 million and broadcast cash flow
of $52 million during the twelve month period ending June 30, 1996. Cox Radio,
as part of CEI, was a pioneer in radio broadcasting, building its first station
in 1934, acquiring its flagship station, WSB-AM (Atlanta), in 1939 and launching
its first FM station, WSB-FM (Atlanta), in 1948.

Cox Radio seeks to maximize the revenues and broadcast cash flow of its
radio stations by operating and developing clusters of stations in
demographically attractive and rapidly growing markets, including major markets
such as Los Angeles and Sunbelt markets such as Atlanta, Miami, Tampa, Orlando,
San Antonio and Birmingham. During the past five years, the 12 markets in which
the Company's stations will operate have demonstrated, on an aggregate basis,
greater radio advertising revenue growth than the average of 5.3%, which was
calculated using revenue projections obtained from RAB, for the U.S. radio
industry as a whole. The Pending Transactions will enhance the clustering of the
Company's radio stations; Cox Radio will operate three or more stations in nine
of its 12 markets, and a total of 25 of the Company's 42 stations will be
clustered in five markets. In addition, the NewCity Acquisition will create a
platform for future strategic acquisitions to further cluster radio stations in
the Company's markets.

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<PAGE> 55

The following table summarizes certain information relating to the
Company's radio stations, assuming the consummation of the Pending Transactions:

<TABLE>
<CAPTION>
1995 AUDIENCE
RADIO 1995 SHARE IN
MARKET AND MARKET ARBITRON TARGET TARGET
STATION CALL REVENUE MARKET DEMOGRAPHIC DEMOGRAPHIC
LETTERS(1) FORMAT RANK(2) RANK(3) GROUP GROUP
- ---------------- --------------------------- ------- -------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
LOS ANGELES 1 2
KFI-AM Talk Adults 35-54(4) 5.8
KOST-FM Adult Contemporary Women 25-44(4) 4.8
KACE-FM R&B Oldies African American 11.9
Adults 35-54
ATLANTA 10 12
WSB-AM News/Talk Adults 35-64 9.8
WSB-FM Adult Contemporary Women 25-54 8.3
WJZF-FM(5)(6) Jazz Men 25-54 4.1
WCNN-AM(6) Sports/Talk Men 25-54 2.1
MIAMI 12 11
WFLC-FM Hot Adult Contemporary Adults 25-54 4.7
WHQT-FM Urban Adult Contemporary Adults 25-54 6.0
TAMPA 21 21
WWRM-FM Soft Adult Contemporary Women 35-54(4) 8.6
WCOF-FM 70's Oldies Adults 25-44(4) 5.3
WSUN-AM Sports/Talk Men 25-54 3.2
WFNS-AM(8) Sports/Talk Men 25-54 1.2
ORLANDO 26 39
WDBO-AM(5) News/Talk Adults 35-64 7.2
WWKA-FM(5) Country Adults 25-54 8.5
WCFB-FM(5) Rhythmic Adult Contemporary Women 25-54 6.1
WZKD-AM(5) Kids Radio Children 3-11 --
WHOO-AM(9)(10) Standards Adults 55+ --
WHTQ-FM(9)(10) Classic Rock Men 25-54 7.5
WMMO-FM(9)(10) Rock Adult Contemporary Adults 25-54 5.8
SAN ANTONIO 29 34
KCYY-FM(5) Country Adults 25-54 7.4
KKYX-AM(5) Classic Country Adults 35-64 2.6
KCJZ-FM(5) Jazz Adults 25-54 4.8
LOUISVILLE 45 49
WRKA-FM Oldies Adults 35-54(4) 6.2
WRVI-FM Rock Adult Adults 25-49 2.1 (11)
WXNU-FM(12) Contemporary Alternative Adults 18-34 3.8

ATLANTA 1 21.3 %
WSB-AM 1
WSB-FM 4
WJZF-FM(5)(6) 10
WCNN-AM(6) 17
MIAMI 3 11.3 %
WFLC-FM 4
WHQT-FM 2 (7)
TAMPA 4 11.9 %
WWRM-FM 3
WCOF-FM 10 (7)
WSUN-AM 14
WFNS-AM(8) 17
ORLANDO 1 30.7 %
WDBO-AM(5) 5
WWKA-FM(5) 2
WCFB-FM(5) 6
WZKD-AM(5) --
WHOO-AM(9)(10) --
WHTQ-FM(9)(10) 3
WMMO-FM(9)(10) 6
SAN ANTONIO 4 14.3 %
KCYY-FM(5) 2
KKYX-AM(5) 16
KCJZ-FM(5) 10
LOUISVILLE 5 8.0 %
WRKA-FM 4
WRVI-FM 14 (11)
WXNU-FM(12) 11
</TABLE>

47
<PAGE> 56

<CAPTION>
1995 1995
COMBINED COMBINED
STATION STATION
GROUP GROUP
MARKET AND TARGET REVENUE REVENUE
STATION CALL DEMOGRAPHIC MARKET MARKET
LETTERS(1) RANK RANK SHARE
- ------------ ----------- -------- --------
<S> <C> <C> <C>
BIRMINGHAM 1 32.5 %
WZZK-FM(5) 1 (13)
WZZK-AM(5) --
WODL-FM(5) 5
DAYTON 2 25.5 %
WHIO-AM 4
WHKO-FM 1
TULSA 1 41.8 %
KRMG-AM(5) 5
KWEN-FM(5) 1
KJSR-FM(5) 3
8
KRAV-FM(14)
--
KGTO-AM(14)
BRIDGEPORT 3 21.6 %
WEZN-FM(5) 1 (15)
SYRACUSE 1 55.3 %
WSYR-AM(5) 1
WYYY-FM(5) 1
WBBS-FM(5) 3
9
WHEN-AM(10)
7 (7)
WWHT-FM(10)
</TABLE>

- ---------------
(1) Metropolitan market served; city of license may differ.

(2) Ranking of the principal radio market served by the stations among all
radio markets in the United States by 1995 market revenue.

(3) Ranks assigned by Arbitron based on 12+ population in the market.

(4) Arbitron does not report the audience share on these specific target
audiences. Therefore, the closest representative target audience shares and
rankings were used.

(5) Station to be acquired pursuant to the NewCity Acquisition.

(6) Station operated by Cox Radio pursuant to an LMA.

(7) Tied.

(8) Advertising time on WFNS-AM is sold and marketed by Cox Radio pursuant to a
JSA. Station to be acquired pursuant to the Tampa Acquisition.

(9) Station to be acquired pursuant to the Orlando Acquisition.

(10) Station operated by NewCity pursuant to an LMA.

(11) Broadcasting on WRVI-FM began in January 1996. Accordingly, audience share
and audience rank are based only on the Winter 1996 and Spring 1996
Arbitron Market Reports.

(12) Station to be acquired pursuant to the Louisville Acquisition.

(13) Audience share and audience rank information for WZZK-AM and WZZK-FM are
combined because the stations are simulcast.

(14) Station to be acquired pursuant to the Tulsa Acquisition.

(15) Audience share and rank data is based only on Arbitron Market Reports for
Fall 1995 and Spring 1996 because Arbitron does not produce Summer and
Winter Arbitron Market Reports for the Bridgeport/Fairfield County market.

48
<PAGE> 57

The Company's stations are diversified in terms of format, target audience,
geographic location and stage of development. Management believes that a number
of the Company's stations have significant growth opportunities or turnaround
potential and can therefore be characterized as developing stations. Generally,
the Company considers developing stations to include those which have been
recently acquired by the Company, with respect to which the Company is planning
or actively considering a format change and which are not performing well
financially. Currently, the Company considers nine of its stations to be
developing stations. Cox Radio believes these stations can achieve significant
broadcast cash flow growth by employing the Company's operating strategy.
Management believes that its mix of stations in different stages of development
enables it to maximize the Company's growth potential.

OPERATING STRATEGY

The following is a description of the key elements of the Company's
operating strategy:

Cluster Stations

Cox Radio operates its stations in clusters to (i) enhance net revenues
growth by increasing the appeal of the Company's stations to advertisers and
enabling such stations to compete more effectively with other forms of
advertising and (ii) achieve operating efficiencies by consolidating broadcast
facilities, eliminating duplicative positions in management and production and
reducing overhead expenses. Management believes that operating several radio
stations in each of its markets will enable its sales teams to offer advertisers
more attractive advertising packages. Furthermore, as radio groups achieve
significant audience share, they can deliver to advertisers the audience reach
that historically only television and newspapers could offer, with the added
benefit of frequent exposure to advertisers' potential customers. Management
believes that the Company's clusters of stations, and their corresponding
audience share, provide opportunities to capture an increased share of total
advertising revenue in each of its markets.

Develop Underperforming Stations

The Company's management has demonstrated its ability to acquire
underperforming radio stations and develop them into consistent ratings and
revenue leaders. The following illustrates certain past successes of both Cox
Radio and NewCity in developing underperforming stations:

In Miami, Cox Radio acquired WHQT-FM in late 1992 in exchange for its only
Charlotte station to further cluster its Miami station group. At the time of the
acquisition, WHQT-FM was ranked eighth in the market with a 4.3 audience share
among Adults 25-54. Cox Radio instituted its research, programming, and
marketing strategy and modified the station's format, installing a morning show
and more focused music programming. The station achieved a 5.8 audience share
among Adults 25-54 in the Summer 1994 Arbitron Market Report, improving its rank
from eighth to second. The station has consistently been a ratings leader
capturing the number one audience share among Adults 25-54 in the Fall 1995 and
Winter 1996 Arbitron Market Reports. Furthermore, as a result of this increase
in ratings, Cox Radio significantly increased the station's broadcast cash flow
margins.

In Tampa, Cox Radio acquired WYNF-FM in 1993 in exchange for its only
Dallas radio station to further cluster its Tampa station group. After
reevaluating its market position, Cox Radio switched WYNF-FM's call letters and
format with Cox Radio's existing Tampa station, WWRM-FM, and then subsequently
changed the new WYNF-FM's call letters to WCOF-FM and installed its 70's Oldies
format on that station, one of the first in the United States. This transaction
enhanced Cox Radio's presence in the market. At the time of the acquisition,
WCOF-FM had a 1.3 audience share among Adults 25-54 and ranked thirteenth in the
market. After the format change, WCOF-FM debuted with a 7.3 audience share among
Adults 25-54 in the Fall 1993 Arbitron Market Report, ranking sixth in the
market. The station was ranked eighth and had a 5.5 audience share among Adults
25-54 in the Winter 1996 Arbitron Market Report. In addition, the new dial
position helped WWRM-FM reach a larger audience within the Women 35-64
demographic (which is representative of WWRM-FM's target demographic, Women
35-54), resulting in a

49
<PAGE> 58

6.3 audience share and number six rank in the Fall 1993 Arbitron Market Report.
In the Spring 1996 Arbitron Market Report, WWRM-FM had an 8.1 audience share and
was ranked third.

In Los Angeles, Cox Radio entered into an LMA in August 1994 to operate
KACE-FM and acquired the station in August 1995. The station has a limited
signal that covers only a portion of the Southern California market. At the time
of the acquisition, KACE-FM was the thirty-eighth ranked station with a 0.4
audience share among Adults 25-54, and ranked last among stations targeting
African American adults. Cox Radio changed the format of the station to Rhythm
and Blues Oldies in late 1994. The station subsequently achieved a 1.4 audience
share among Adults 25-54 in the Spring 1995 Arbitron Market Report, ranking
twenty-sixth. In the Spring 1996 Arbitron Market Report, the station achieved a
1.4 audience share among Adults 25-54, and ranked second in its target
demographic of African American Adults 35-54 for the entire Los Angeles market
despite its signal limitations.

In Birmingham, NewCity purchased WZZK-FM in August 1980. When acquired, the
station was a low-rated automated Country station. In a six-month period,
NewCity hired a new staff, installed a Contemporary Country format and moved the
station to new facilities. In the Spring 1981 Arbitron Market Report, WZZK-FM
ranked first among Persons 12+ and Adults 25-54 and, with the exception of only
a few rating periods, has maintained that rank for the past 15 years.

In Syracuse, NewCity acquired a third station in the market, WBBS-FM, in
August 1993. NewCity immediately installed a Country format. In its first
complete Arbitron Market Report as a Country station, WBBS-FM increased its
audience share among Adults 25-54 from 6.3 to 8.0. Over the last six Arbitron
Market Reports, the station has consistently achieved an audience share above
8.2 and has had an average audience share of 9.6 among Adults 25-54. In the
Spring 1996 Arbitron Market Report, WBBS-FM ranked third among Adults 25-54 with
an audience share of 9.7.

In Tulsa, NewCity entered into an LMA in January 1995 to operate KJSR-FM.
NewCity immediately replaced the station's low-rated Country format with a
popular 70's format and renamed the station. In its first Arbitron Market Report
using the new format, the station achieved a 9.0 audience share, ranking third
among Adults 25-54. In the Spring 1996 Arbitron Market Report, the station
ranked third with an 8.4 audience share among Adults 25-54. In May 1995, NewCity
acquired the station.

In Orlando, NewCity entered into an LMA in August 1992 to operate WCFB-FM
and acquired the station in May 1995, NewCity then renamed the station and
changed its format from Country to Rhythmic Adult Contemporary. Rhythmic Adult
Contemporary is a unique format designed by NewCity specifically for the Orlando
market. WCFB-FM's ratings have improved among Adults 25-54 in each succeeding
Arbitron Market Report and the station ranked eighth with a 5.3 audience share
in the Spring 1996 Arbitron Market Report.

The Company's historic margins reflect the acquisition and continued
development of underperforming stations, as well as the fact that increases in
net revenue are typically realized subsequent to increases in audience share.
Management believes that a number of the Company's stations have significant
growth opportunities or turnaround potential and can therefore be characterized
as developing stations.

Implement the Company's Management Philosophy

The Company's local station operations are supported by a lean corporate
staff which employs a management philosophy emphasizing (i) market research and
targeted programming; (ii) a customer-focused selling strategy; and (iii)
marketing and promotional activities.

Market Research and Targeted Programming. Cox Radio's research,
programming and marketing strategy combines extensive research with an
assessment of competitors' vulnerabilities and market dynamics in order to
identify specific audience opportunities within each market. Cox Radio also
retains consultants and research organizations to continually evaluate listener
preferences. Using this information, Cox Radio tailors the programming,
marketing and promotions of each Cox Radio station to maximize its appeal to its
target audience. Cox Radio's disciplined application of market research enables
each of its stations to be responsive to the changing preferences of its
targeted listeners. This approach focuses on the needs of the listener and its

50
<PAGE> 59

community and is designed to improve ratings and maximize the impact of
advertising for the Company's customers.

Through its research, programming and marketing, Cox Radio also seeks to
create a distinct and marketable local identity for each of its stations in
order to enhance audience share and listener loyalty and to protect against
direct format competition. To achieve this objective, the Company employs and
promotes distinct high-profile on-air personalities and local sports programming
at many of its stations. For example, the Company broadcasts (i) "Dr. Laura,"
which originates at one of the Company's stations in Los Angeles, in Atlanta,
Dayton, Los Angeles, Syracuse, Tulsa and Orlando; (ii) "Rush Limbaugh" in
Atlanta, Los Angeles, Orlando, Syracuse and Tulsa; (iii) the 1995 World Champion
Atlanta Braves in Atlanta and Tampa; and (iv) the Orlando Magic in Orlando and
Tampa.

Customer-Focused Selling Strategy. The Company has implemented a unique,
customer-focused approach to selling advertising known as the Consultative
Selling System. The Company's sales personnel are trained to approach each
advertiser with a view towards solving the marketing needs of the customer. In
this regard, the sales staff consults with customers, attempts to understand
their business goals and offers comprehensive marketing solutions, including the
use of radio advertising. Instead of merely selling station advertising time,
the Company's sales personnel are encouraged to develop innovative marketing
strategies for the station's advertising customers.

Cox Radio's local sales strategy is determined by station managers based on
the individual needs of a given market. The Company generally utilizes a
separate sales force for each station. However, in certain markets, the Company
has created a combined sales force for several stations. For example, in
Atlanta, Cox Radio's sales force for WSB-AM, WSB-FM and WCNN-AM is organized
along product lines and divided into sports, FM and AM product teams. This
structure allows each individual sales person to specialize in specific
demographic targets, thus catering more closely to the needs of an advertiser,
and to deliver to its advertisers an entire demographic group. In Los Angeles,
the Company has a separate sales force for KFI-AM, but a combined sales force
for KOST-FM and KACE-FM, which target a different demographic group than KFI-AM.

Marketing and Promotional Activities. The Company's stations regularly
engage in significant local promotional activities, including advertising on
local television and in local print media, participating in telemarketing and
direct mailings and sponsoring contests, concerts and events. Special events may
include charitable athletic events (such as a paralympic basketball challenge),
events centered around a major local occasion (such as an Olympic t-shirt
auction in Atlanta or golf tournament in connection with the Kentucky Derby) or
local ethnic group (such as a Haitian American Cultural Festival in Miami) and
special community or family events (such as arts festivals, job fairs and family
expos). Cox Radio also engages in joint promotional activities with other media
in their markets to further leverage their promotional spending. These
promotional efforts help the Company's stations add new listeners and increase
the amount of time spent listening to the stations.

Leverage Senior Operating Management Team

Cox Radio's senior operating management, together with the NewCity senior
operating management, which will join Cox Radio as part of the NewCity
Acquisition, will be comprised of six individuals with an average of over 23
years of experience in the radio broadcasting industry, including an average of
over 14 years with their respective organizations. These two management teams
share a common operating philosophy, which management believes will facilitate
the integration of the two companies. A significant portion of the compensation
of each member of the senior operating management team is linked to the
Company's operating results and each will participate in the Company's Long-Term
Incentive Plan. See "Management -- Long-Term Incentive Plan."

Cultivate Strong Local Management Teams

The Company places great importance on the hiring and development of strong
local management teams and has been successful in retaining experienced
management teams that have strong ties to their

51
<PAGE> 60

communities and customers. The general managers of Cox Radio and NewCity have
been with their respective organizations for an average of 11 years; Program
Directors an average of four years and Chief Engineers/Technical Directors an
average of 12 years.

The Company invests significant resources in identifying and training
employees to create a talented team of managers at all levels of station
operations. These resources include: (i) Gallup/SRI, which helps the Company
identify and select talented individuals for management and sales positions;
(ii) NewCity Associates, an independent sales and management training company
initially created by NewCity, which trains and develops managers and sales
executives; and (iii) a program of seminars conducted by the Company's senior
operating management and outside consultants.

Local managers are empowered to run the day-to-day operations of their
stations and to develop and implement policies that will improve station
performance and establish long-term relationships with listeners and
advertisers. A significant portion of the compensation of each local station
manager is dependent upon the financial performance of the station that he
manages and certain of the station managers will participate in the Company's
Long-Term Incentive Plan. See "Management -- Long-Term Incentive Plan."

ACQUISITION STRATEGY

During the last several years, the Company has implemented its clustering
strategy through the acquisition of radio stations in several of its existing
markets. Management believes that recent changes in federal regulations will
allow Cox Radio to continue to pursue its acquisition strategy. The
Telecommunications Act of 1996 (the "1996 Act") removed the limit on the number
of radio stations an operator may own nationwide and increased the number of
radio stations an operator may own in a single market. As a result of this
legislation, the competitive landscape in the radio broadcasting industry is
changing. Management believes that larger, well-capitalized companies with
experienced management, such as Cox Radio, will be best positioned to take
advantage of this changing environment. Management considers the following
factors when making an acquisition.

Market Selection Considerations. Cox Radio intends to continue to acquire
additional radio stations in the 12 markets in which it will operate following
the completion of the Pending Transactions. In the past, the Company has
primarily acquired underperforming stations. Cox Radio may also make
opportunistic acquisitions in additional markets in which the Company believes
that it can cost-effectively achieve a leading position in terms of audience and
revenue share. In evaluating acquisition opportunities in additional markets,
Cox Radio intends to focus primarily on demographically attractive markets, such
as those in the Sunbelt, and markets ranked between ten and 60 in terms of radio
advertising revenues. Management believes that such markets offer the greatest
potential for growth relative to the cost of entry. Management also believes
that Cox Radio will have the financial resources and management expertise to
continue to pursue its acquisition strategy. Certain future acquisitions may be
limited by the multiple and cross-ownership rules of the FCC. See "Federal
Regulation of Broadcasting -- Ownership Matters" and "-- Recent Changes."

Station Considerations. Cox Radio expects to concentrate on acquiring
radio stations that offer, through application of Cox Radio's operating
philosophy, the potential for improvement in the station's performance,
particularly its broadcast cash flow. Such stations may be in various stages of
development, presenting Cox Radio with an opportunity to apply its management
techniques and to enhance asset value. In evaluating potential acquisitions, the
Company considers the strength of a station's broadcast signal. A powerful
broadcast signal enhances delivery range and clarity, thereby influencing
listener preference and loyalty. Cox Radio also assesses the strategic fit of an
acquisition with its existing clusters of radio stations. When entering a new
market, Cox Radio expects to acquire a "platform" upon which to expand its
portfolio of stations and to build a leading cluster of stations. Cox Radio
believes that the NewCity Acquisition will create such a platform in several
markets for the pursuit of its acquisition strategy.

STATION OPERATIONS

The Company's stations, including the stations to be acquired in the
Pending Transactions, are located in markets which, during the last five years,
have demonstrated, on an aggregate basis, greater radio advertising

52
<PAGE> 61

revenue growth than the average of 5.3%, which was calculated using revenue
projections obtained from RAB, for the U.S. radio industry as a whole. These
markets include six Sunbelt markets and four markets which management believes
have a disproportionately small number of stations relative to the size of the
potential market audience. In most of its markets, radio captures a small
percentage of the total advertising dollars spent, with local advertisers
accounting for the majority of the spending. Clustering creates an opportunity
to increase radio's share of a market's advertising revenues. The following
table sets forth certain information relating to each of the markets in which
the Company's stations operate or will operate:

<TABLE>
<CAPTION>
RADIO
1995 MARKET RADIO NUMBER OF
RADIO 1995 REVENUES((3) MARKET REVENUE VIABLE PRO FORMA
MARKET ARBITRON ---------------- CAGR((1) STATIONS((1) NUMBER OF
REVENUE MARKET % % ----------------- --------- COMPANY
MARKET RANK((1) RANK((2) NATIONAL LOCAL 1990-95 1995-99 FM AM STATIONS((4)
- ---------------------------------- ------- ------- -------- ----- ------- ------- --- --- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Los Angeles....................... 1 2 28% 72% 2.7% 5.1% 21 11 3
Atlanta........................... 10 12 28 72 8.3 7.4 14 2 4
Miami............................. 12 11 27 73 5.9 5.5 18 6 2
Tampa............................. 21 21 25 75 6.1 5.9 14 4 4
Orlando........................... 26 39 30 70 6.3 5.6 13 2 7
San Antonio....................... 29 34 22 78 7.6 5.9 13 6 3
Louisville........................ 45 49 13 87 5.8 5.5 13 2 3
Birmingham........................ 51 55 20 80 4.9 5.3 10 5 3
Dayton............................ 55 52 15 85 4.7 4.9 11 2 2
Tulsa............................. 56 60 17 83 7.4 6.1 13 3 5
Bridgeport........................ 58 111 20 80 5.1 5.0 4 (4) 2 (4) 1
Syracuse.......................... 71 68 30 70 0.4 5.0 9 3 5
Average........................... -- -- 22.9 77.1 5.4 5.6 -- -- --
</TABLE>

- ---------------
(1) Source, Duncan's.

(2) Ranks assigned by Arbitron based on 12+ population in the market.

(3) Source, BIA.

(4) Assumes consummation of all Pending Transactions.

As a result of the Company's management, programming and sales efforts, the
Company's radio stations are characterized by strong ratings and above average
power ratios. A third of the Company's stations are ranked first or second in
terms of audience share in their target demographic groups. In five of the
Company's markets, the Company's station groups ranked number one with respect
to combined station revenue market share. The section below describes the
Company's stations and selected audience and revenue share on a market-by-market
basis.

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<PAGE> 62

LOS ANGELES, CALIFORNIA Market Revenue Rank: 1 - KFI-AM (Talk), KOST-FM (Adult
Contemporary), KACE-FM (Rhythm & Blues Oldies).

Los Angeles is the largest radio revenue market in the United States based
on 1995 radio advertising revenue of $476.2 million, a 4.1% increase from 1994.
KFI-AM, which is a 50,000 watt "clear channel" station (the strongest AM signal
permitted by the FCC) has a Talk plus news format with its talk programming
designed to be informative and stimulating and to focus on everyday issues.
KFI-AM originates the syndicated talk show host "Dr. Laura," carries the popular
"Rush Limbaugh" show and is the leading Talk station in Los Angeles. KOST-FM,
which plays Adult Contemporary music and targets Women 25-44, has maintained the
same music format for over 13 years and is currently the number one rated
English-speaking music station with women over the age of 18 in Los Angeles.
KOST-FM employs extensive marketing research to determine listening preferences
within the Adult Contemporary music category and, as a result, has finished
ahead of all other Adult Contemporary stations in Los Angeles with Persons 12+
for 54 consecutive ratings books. KACE-FM, which was operated under an LMA
beginning in August 1994 and was purchased in August 1995, is the only Rhythm
and Blues Oldies radio station in Los Angeles and, through promotions and
community activities, maintains close ties with the African American community.
KOST-FM and KACE-FM are often sold in combination to advertisers.

- ---------------

(1) KACE-FM was operated by Cox Radio pursuant to an LMA beginning in August
1994 and was acquired in August 1995.

(2) Excludes revenue from KACE-FM.

54
<PAGE> 63

ATLANTA, GEORGIA Market Revenue Rank: 10 -- WSB-AM (News/Talk), WSB-FM (Adult
Contemporary), WJZF-FM (Jazz), WCNN-AM (Sports/Talk).

Atlanta is the tenth largest radio revenue market in the United States
based on 1995 radio advertising revenue of $170.0 million, a 13.6% increase from
1994. Over the past five-year period, the Atlanta radio market has grown at a
CAGR in excess of 7%. Cox Radio's station group is the leading station group in
Atlanta, with strong Adult Contemporary, Jazz, News/Talk and Sports formats. The
WSB call letters are a "brand name" in the market, having served Atlanta for
over 73 years. WSB-AM is Atlanta's heritage AM station with a 50,000 watt "clear
channel" signal. The station features the market's premier news radio operation
along with popular on-air personalities such as "Dr. Laura" and the leading
local talk host, Neal Boortz. WSB-AM also broadcasts the 1995 World Champion
Atlanta Braves, the Atlanta Hawks and the University of Georgia Bulldogs, and
WCNN-AM broadcasts the Georgia Tech Yellow Jackets. WSB-FM is the leading Adult
Contemporary station in the market and has consistently been the number one or
two Adult Contemporary station since 1986. WSB-FM's morning personality, Gary
McKee, has been a prominent Atlanta radio personality for over 20 years. WJZF-FM
has been operated by Cox Radio under an LMA since January 1994 and, as the
market's only commercial Jazz station, has established a profitable niche. Cox
Radio's Atlanta stations achieved a combined 21.3% revenue share in 1995. Cox
Radio's sales force for WSB-AM, WSB-FM and WCNN-AM is organized along product
lines and divided into sports, FM and AM product teams. WJZF-FM is sold in
combination with another Atlanta station which targets the same audience,
enabling both stations to offer a more comprehensive marketing package to
advertisers. This structure allows each individual sales person to specialize in
specific demographic targets, catering more closely to the needs of an
advertiser.

- ---------------
(1) Cox Radio began operating WJZF-FM pursuant to an LMA in January 1994.

(2) Cox Radio began operating WCNN-AM pursuant to an LMA in April 1995.

(3) Excludes revenue from WJZF-FM and WCNN-AM.

(4) Excludes revenue from WCNN-AM.

55
<PAGE> 64

MIAMI, FLORIDA Market Revenue Rank: 12 -- WFLC-FM (Hot Adult
Contemporary),WHQT-FM (Urban Adult Contemporary).

Miami is the twelfth largest radio revenue market in the United States
based on 1995 radio advertising revenue of $141.0 million, an 8.0% increase from
1994. After completion of the Miami Disposition, Cox Radio will own two FM
stations in the Miami market. WHQT-FM, which plays Urban Adult Contemporary
music and targets Adults 25-54, was the number one rated English-speaking
station in the Fall 1995 and Winter 1996 Arbitron Market Reports and has
generated broadcast cash flow margins which are among the highest in the
Company. WHQT-FM carries "Tom Joyner", the number one ranked morning drive show
in the market. In addition, WHQT-FM maintains strong community ties through its
participation in various community events. WFLC-FM, a music intensive Hot Adult
Contemporary station which targets Adults 25-54, is often the number one rated
non-ethnic format station in Miami. WHQT-FM and WFLC-FM rank second and fourth,
respectively, in their target demographics for the latest four book average.

- ---------------

(1) Tied.

56
<PAGE> 65

TAMPA, FLORIDA Market Revenue Rank: 21 - WWRM-FM (Soft Adult Contemporary),
WCOF-FM
(70's Oldies), WSUN-AM (Sports/Talk), WFNS-AM (Sports/Talk).

Tampa is the twenty-first largest radio revenue market in the United States
based on 1995 radio advertising revenue of $78.5 million, a 7.5% increase from
1994. WWRM-FM, which plays Soft Adult Contemporary music and targets Women
35-54, ranked first in its target audience in 1995. WCOF-FM, which was one of
the first stations in the United States to broadcast the 70's Oldies format,
targets Adults 25-44 and was ranked tenth in its target audience in 1995. Cox
Radio's AM stations, WSUN-AM and WFNS-AM, both broadcast a Sports/Talk format
and carry the NHL's Tampa Bay Lightning, the Orlando Magic, the Atlanta Braves
and New York Yankees. Cox Radio has sold advertising under a JSA for WFNS-AM
since June 1995 and has recently exercised its option to purchase the station.
The Company expects to reduce costs at its AM stations by consolidating certain
operations and management functions and, in particular, eliminating significant
expenses associated with certain high-cost talent contracts which expire at the
end of 1996.

- ---------------
(1) Tied.

(2) WCOF-FM began operating under its current format in December 1993.

(3) Cox Radio sold advertising for WFNS-AM pursuant to a JSA beginning in June
1995 and recently decided to exercise its option to acquire WFNS-AM.

(4) Excludes revenue from WCOF-FM and WFNS-AM.

(5) Excludes revenue from WFNS-AM.

57
<PAGE> 66

ORLANDO, FLORIDA Market Revenue Rank: 26 - WDBO-AM (News/Talk), WWKA-FM
(Country), WCFB-FM (Rhythmic Adult Contemporary), WZKD-AM (Kids Radio), WHOO-AM
(Standards), WHTQ-FM (Classic Rock), WMMO-FM (Rock Adult Contemporary).

Orlando is the twenty-sixth largest radio revenue market in the United
States based on 1995 radio advertising revenue of $62.6 million, a 9.8% increase
from 1994. Upon consummation of the Pending Transactions, the Company will own
seven stations in the Orlando market which, on an aggregate basis, accounted for
30.7% of the market's 1995 radio advertising revenues. Since 1983, WWKA-FM,
which plays Country music, has consistently ranked among the top three stations
in terms of audience share among Adults 25-54, and has ranked number one in
terms of radio revenue share since 1988. WDBO-AM is Orlando's leading News/Talk
radio station, featuring a popular morning drive time show and an award-winning
news operation. In addition, WDBO-AM broadcasts the Orlando Magic, "Rush
Limbaugh", and recently contracted to carry "Dr. Laura." NewCity began operating
WCFB-FM in 1992 under an LMA and acquired the station in May 1995. Following the
acquisition, NewCity changed the format of the station from Country to a unique
format that NewCity refers to as Rhythmic Adult Contemporary, resulting in
improved audience and revenue share. NewCity began operating WZKD-AM, which
broadcasts a unique format targeting children ages 4-11, under an LMA in
December 1994, and acquired the station in March 1995.

In June 1996, Cox Radio agreed to acquire WMMO-FM, WHTQ-FM and WHOO-AM (the
Orlando Acquisition). Pending consummation of the Orlando Acquisition, pursuant
to an agreement between Cox Radio and NewCity, NewCity provides programming,
sales and marketing services to those stations under an LMA. WHOO-AM utilizes an
Adult Standards format to capture the growing target market of Adults 55 and
over. WMMO-FM, which is the market's only Rock Adult Contemporary station, and
WHTQ-FM, which is the market's sole Classic Rock station, capture an 11.1
combined audience share among Adults 25-54.

<TABLE>
<CAPTION>
1996
LATEST FOUR
BOOK AVERAGE/
LATEST
SIX MONTH
1993 1994 1995 REVENUE DATA
----- ----- ----- -------------
(AUDIENCE SHARE AND RANK DATA
BASED ON ADULTS 25-54)
<S> <C> <C> <C> <C>
WDBO-AM (NewCity Acquisition)
Audience Share................................................ 6.7 6.0 5.3 4.3
Audience Rank................................................. 5 6 9 11
WWKA-FM (NewCity Acquisition)
Audience Share................................................ 9.4 7.2 7.7 8.5
Audience Rank................................................. 1 3 3 2
WCFB-FM (NewCity Acquisition)(1)
Audience Share................................................ 3.9 3.0 3.1 5.1
Audience Rank................................................. 12 14 14 9
WZKD-AM (NewCity Acquisition)(2)
Audience Share................................................ N.A. N.A. N.A. N.A.
Audience Rank................................................. N.A. N.A. N.A. N.A.
WHOO-AM (Orlando Acquisition)(3)
Audience Share................................................ 0.4 0.7 0.6 0.6
Audience Rank................................................. 19(4) 19(4) 20 19
WHTQ-FM (Orlando Acquisition)(3)
Audience Share................................................ 4.0 4.6 4.3 4.9
Audience Rank................................................. 11 13 11 10
WMMO-FM (Orlando Acquisition)(3)
Audience Share................................................ 7.5 5.8 7.5 5.8
Audience Rank................................................. 3 7 4 6
Combined Audience Share......................................... 31.9 27.3 28.5 29.2
Combined Revenue Share.......................................... 25.1(5) 22.0(5) 20.6(5) 21.4(5)
Combined Revenue Rank........................................... 1 1 1 N.A.
</TABLE>

- ---------------

(1) WCFB-FM was operated pursuant to an LMA beginning in August 1992 and was
acquired in May 1995.

(2) WZKD-AM was operated pursuant to an LMA beginning in December 1994 and was
acquired in March 1995. WZKD-AM Audience and Revenue Share data are not
reported in industry guides.

(3) NewCity began operating the station pursuant to an LMA in July 1996.

(4) Tied.

(5) Excludes revenue from WZKD-AM, WHOO-AM, WHTQ-FM and WMMO-FM.

58
<PAGE> 67

SAN ANTONIO, TEXAS Market Revenue Rank: 29 -- KCYY-FM (Country), KKYX-AM
(Classic Country), KCJZ-FM (Jazz).

San Antonio is the nation's twenty-ninth largest radio revenue market in
the United States based on 1995 radio advertising revenue of $57.6 million, a
9.3% increase from 1994. Upon consummation of the Pending Transactions, Cox
Radio will own three stations in the San Antonio market which, on an aggregate
basis, accounted for 14.3% of the market's 1995 radio advertising revenues.
KCYY-FM, the market's leading Country station in terms of audience share,
targets Adults 25-54. KKYX-AM, the market's only Classic Country station, whose
daytime signal covers all of South Texas, targets Adults 35-64. The stations are
sold as a package, providing advertisers with an effective vehicle to reach the
majority of country music listeners in San Antonio. KCJZ-FM, which targets
Adults 25-54, recently changed its format and is the market's only commercial
Jazz station.

- ---------------
(1) KCJZ-FM was operated pursuant to an LMA beginning in March 1992 and was
acquired in March 1995. The station reported as KDIL-FM through the Fall
1994 Arbitron Market Report.

59
<PAGE> 68

LOUISVILLE, KENTUCKY Market Revenue Rank: 45 -- WRKA-FM (Oldies), WRVI-FM (Rock
Adult Contemporary), WXNU-FM (Contemporary Alternative).

Louisville is the forty-fifth largest radio revenue market in the United
States based on 1995 radio advertising revenue of $35.8 million, a 5.6% increase
from 1994. Cox Radio acquired WRKA-FM and WRVI-FM in January 1996 and has an
agreement to acquire a third station, WXNU-FM. WRKA-FM, which plays Oldies music
and targets Adults 35-54, is currently ranked fourth in its target demographic.
WRVI-FM, which plays Rock Adult Contemporary music and targets Adults 25-49, has
only been in operation since December 1995. Cox Radio has agreed to acquire
WXNU-FM (the Louisville Acquisition), which plays Contemporary Alternative music
and targets Adults 18-34. The Company intends to sell advertising time on these
three stations through a single sales force. Cox Radio's acquisitions in
Louisville represent an example of the Company's acquisition strategy, whereby
it purchases an underperforming station or group of stations in order to
establish a platform on which to build a station cluster. Through this strategy,
Cox Radio cost effectively built a significant market presence, which captured
approximately 8% of the market's 1995 radio advertising revenues.

- ---------------
(1) WRKA-FM and WRVI-FM were acquired in January 1996.

(2) Broadcasting on WRVI-FM began in December 1995. Accordingly, Audience Share
and Audience Rank are based only on the Winter 1996 and Spring 1996 Arbitron
Market Reports.

(3) Reported under the call letters WQNF-FM through the Summer 1995 Arbitron
Market Report.

(4) Tied.

(5) Excludes revenue from WXNU-FM.

60
<PAGE> 69

BIRMINGHAM, ALABAMA Market Revenue Rank: 51 -- WZZK-FM (Country), WZZK-AM
(Country), WODL-FM (Oldies).

Birmingham is the fifty-first largest radio revenue market in the United
States based on 1995 market radio advertising revenue of $31.4 million, a 5.0%
increase from 1994. Upon consummation of the Pending Transactions, Cox Radio
will own three stations which, on an aggregate basis, accounted for 32.5% of the
market's 1995 radio advertising revenue. WZZK-FM shifted to its current Country
format in 1980. For the past five years, WZZK-FM has ranked number one in terms
of audience share among Adults 25-54 and has consistently captured over 25% of
the market's revenues since 1988. WZZK-AM was acquired in 1985 and since that
time has simulcast WZZK-FM's programming. Management believes that the WZZK-AM
facility provides the Company with programming flexibility as opportunities
arise in the Birmingham market. NewCity began operating WODL-FM under an LMA in
the fall of 1992, and acquired the station in May 1993. WODL-FM, Birmingham's
only Oldies station, currently ranks number five in terms of audience share and
accounts for 8% of the market's radio advertising revenue.

- ---------------

(1) Audience share and audience rank information for WZZK-AM and WZZK-FM report
are combined because the stations are simulcast.

61
<PAGE> 70

DAYTON, OHIO Market Revenue Rank: 55 -- WHIO-AM (News/Talk), WHKO-FM (Country).

Dayton is the fifty-fifth largest radio revenue market in the United States
based on 1995 radio advertising revenue of $28.8 million, a 5.9% increase from
1994. Cox Radio currently owns two stations which accounted for over 25% of the
market's 1995 radio advertising revenues. WHKO-FM, which plays Country music and
targets Adults 25-54, consistently ranks number one in terms of audience share
in its target demographic. WHIO-AM, which features a News/Talk format and
targets Adults 35-64, is the leading News/Talk station in Dayton and broadcasts
sports programming such as the Cincinnati Reds and the University of Dayton
Flyers. The stations are very active in producing revenue from alternative
sources, including production of events (Baby Fair, A Day in the Country), local
print media (Home Magazine, What's Happening Magazine) and other special
projects which contribute significantly to the stations' profitability.

62
<PAGE> 71

TULSA, OKLAHOMA Market Revenue Rank: 56 -- KRMG-AM (News/Talk), KWEN-FM
(Country), KJSR-FM (70's Oldies), KRAV-FM (Adult Contemporary), KGTO-AM
(Standards).

Tulsa is the fifty-sixth largest radio revenue market based on 1995 radio
advertising revenue of $28.7 million, a 7.1% increase from 1994. Upon
consummation of the Pending Transactions, Cox Radio will own five stations in
Tulsa which, on an aggregate basis, accounted for 35.5% of the market's 1995
radio advertising revenues. KRMG-AM, a full-service News/Talk station,
broadcasts "Rush Limbaugh" and "Dr. Laura" and has consistently ranked among the
top stations in the Tulsa market. KRMG-AM was also a recent recipient of the
National Association of Broadcasters' prestigious Crystal Award for unparalleled
community service. KWEN-FM, a Country station targeting Adults 25-54, has ranked
number one in terms of audience share since 1988 and revenue share since 1991.
NewCity began operating KJSR-FM in January 1995 under an LMA and changed its
format from Country to 70's Oldies. In the Fall 1995 Arbitron Market Report,
KJSR-FM ranked number two in terms of audience share among Adults 25-54. NewCity
acquired KJSR-FM in May 1995. KRAV-FM and KGTO-AM, with respect to which the
Company expects to enter into a definitive purchase agreement shortly, broadcast
an Adult Contemporary and a Standards format, respectively.

<TABLE>
<CAPTION>
1996
LATEST FOUR
BOOK AVERAGE/
LATEST
SIX MONTH
1993 1994 1995 REVENUE DATA
----- ----- ----- -------------
(AUDIENCE SHARE AND RANK DATA
BASED ON ADULTS 25-54)
<S> <C> <C> <C> <C>
KRMG-AM (NewCity Acquisition)
Audience Share......................................... 10.6 8.8 7.0 7.0
Audience Rank.......................................... 2 3 4 5
KWEN-FM (NewCity Acquisition)
Audience Share......................................... 18.6 15.1 12.5 12.8
Audience Rank.......................................... 1 1 1 1
KJSR-FM (NewCity Acquisition)(1)
Audience Share......................................... 3.1 2.7 6.5 8.7
Audience Rank.......................................... 6 6 4 3
KRAV-FM (Tulsa Acquisition)
Audience Share......................................... 6.3 6.0 5.6 4.9
Audience Rank.......................................... 5 6 7 8
KGTO-AM (Tulsa Acquisition)
Audience Share......................................... 0.9 0.8 0.4 0.4
Audience Rank.......................................... 17 16 21 20
Combined Audience Share.................................. 39.5 33.4 32.0 33.8
Combined Revenue Share................................... 37.1(2) 35.5(2) 35.5(3) 37.2(3)
Combined Revenue Rank.................................... 1 1 1 N.A.
</TABLE>

- ---------------
(1) KJSR-FM was operated pursuant to an LMA beginning in January 1995 and was
acquired in May 1995.

(2) Excludes revenue from KJSR-FM, KRAV-FM and KGTO-AM.

(3) Excludes revenue from KRAV-FM and KGTO-AM.

63
<PAGE> 72

BRIDGEPORT/FAIRFIELD COUNTY, CONNECTICUT Market Revenue Rank: 58 - WEZN-FM
(Adult Contemporary).

The Bridgeport/Fairfield County market is the nation's fifty-eighth largest
radio revenue market based on 1995 radio advertising revenue of $27.3 million,
an 11.4% increase from 1994. Fairfield County, one of the nation's most affluent
regions, is a particularly attractive market to advertisers and therefore
receives an above-average share of local and national media expenditures
relative to its population. WEZN-FM is currently ranked number one in terms of
audience share among Adults 25-54 and accounted for 21.6% of the market's 1995
radio advertising revenues. WEZN-FM also has a significant presence in adjoining
New Haven County, resulting in a significant contribution to the station's
advertising revenue.

- ---------------

(1) Audience share and rank data are based only on Arbitron Market Reports for
the Spring and Fall Arbitron Market Reports for the related years because
Arbitron does not produce Summer and Winter Arbitron Market Reports for the
Bridgeport/Fairfield County market.

64
<PAGE> 73

SYRACUSE, NEW YORK Market Revenue Rank: 71 -- WSYR-AM (News/Talk), WYYY-FM
(Adult Contemporary), WBBS-FM (Country), WHEN-AM (Sports/Talk), WWHT-FM (Adult
Hit Radio).

Syracuse is the seventy-first largest radio revenue market based on 1995
radio advertising revenue of $19.7 million, a 2.1% increase from 1994. Upon
consummation of the Pending Transactions, Cox Radio will own five radio stations
in the Syracuse market which, on an aggregate basis, accounted for over 55% of
the market's 1995 radio advertising revenues. NewCity entered the Syracuse
market in 1982 with the acquisition of WSYR-AM and WSYR-FM. In early 1983, the
Company changed the format of WSYR-FM to Adult Contemporary, and changed its
call letters to WYYY-FM. With the exception of a few ratings periods, WYYY-FM
has ranked number one with Adults 25-54 with respect to audience share and has
ranked number one in terms of revenue share since 1988. WSYR-AM has consistently
ranked among the top stations in the market in terms of audience share and
currently ranks number one among Adults 35-64, its target demographic. WSYR-AM
carries Syracuse University football and basketball and broadcasts both "Rush
Limbaugh" and "Dr. Laura." NewCity acquired WBBS-FM in 1993 and converted the
station to its present Country format. WBBS-FM has consistently performed well
as a Country station and is currently ranked number three in terms of audience
share for Adults 25-54. Cox Radio acquired WHEN-AM and WWHT-FM (formerly
WHEN-FM) in June 1996 and entered into an LMA with NewCity to operate these
stations. The Company has recently changed the format of WWHT-FM from Country to
Adult Hit Radio.

<TABLE>
<CAPTION>
1996
LATEST FOUR
BOOK AVERAGE/
LATEST
SIX MONTH
1993 1994 1995 REVENUE DATA
----- ----- ----- -------------
(AUDIENCE SHARE AND RANK DATA
BASED ON ADULTS 25-54)
<S> <C> <C> <C> <C>
WSYR-AM (NewCity Acquisition)
Audience Share......................................... 7.9 8.5 7.1 6.6
Audience Rank.......................................... 4 4 6 6
WYYY-FM (NewCity Acquisition)
Audience Share......................................... 12.8 14.4 14.0 12.1
Audience Rank.......................................... 1 1 1 1
WBBS-FM (NewCity Acquisition)(1)
Audience Share......................................... 7.2 7.7 9.4 9.9
Audience Rank.......................................... 5 6 3 3
WHEN-AM(2)
Audience Share......................................... 2.1 2.5 2.6 2.2
Audience Rank.......................................... 10 10 10 11
WWHT-FM(2)
Audience Share......................................... 3.0 3.8 4.2 3.3
Audience Rank.......................................... 9 7 8 8
Combined Audience Share.................................. 33.0 36.9 37.3 34.1
Combined Revenue Share................................... 45.6(3) 51.2(4) 51.7(4) 53.0(4)
Combined Revenue Rank.................................... 1 1 1 N.A.
</TABLE>

- ---------------

(1) WBBS-FM was acquired by NewCity in August 1993.

(2) WHEN-AM and WWHT-FM were acquired by Cox Radio in June 1996. NewCity
operates these stations pursuant to an LMA.

(3) Excludes revenue from WHEN-AM, WWHT-FM and WBBS-FM.

(4) Excludes revenue from WHEN-AM and WWHT-FM.

65
<PAGE> 74

ORGANIZATIONAL HISTORY

Cox Radio is currently an indirect, wholly-owned subsidiary of CEI. Upon
completion of the Offerings and the issuance of 155,000 shares of restricted
Class A Common Stock to management, CEI will own approximately 71.9% of the
Common Stock of Cox Radio and have 96.2% of the voting power of Cox Radio.
Immediately prior to the closing of the Offerings, the Cox Radio Consolidation
will be effected through the transfer to Cox Radio of all CEI's U.S. radio
operations.

INDUSTRY OVERVIEW

The primary source of revenues for radio stations is generated from the
sale of advertising time to local and national spot advertisers and national
network advertisers. During the past decade, local advertising revenue as a
percentage of total radio advertising revenue in a given market has ranged from
approximately 72% to 87%. The growth in total radio advertising revenue tends to
be fairly stable and has generally grown at a rate faster than the Gross
National Product ("GNP"). With the exception of 1991, when total radio
advertising revenue fell by approximately 3.1% compared to the prior year,
advertising revenue has risen in each of the past 15 years more rapidly than
both inflation and the GNP. Total domestic radio advertising revenue in 1995 of
$11.5 billion, as reported by the RAB, was at its highest level in the
industry's history.

According to the RAB's Radio Marketing Guide and Fact Book for Advertisers,
1994-1995, radio reaches approximately 96% of all Americans over the age of 12
every week. More than one-half of all radio listening is done outside the home,
in contrast to other advertising media, and three out of four adults are reached
by car radio each week. The average listener spends approximately three hours
and 20 minutes per day listening to radio. Most radio listening occurs during
the morning, particularly between the time a listener wakes up and the time the
listener reaches work. This "morning drive time" period reaches more than 85% of
people over the age of 12 and, as a result, radio advertising sold during this
period achieves premium advertising rates. Radio listeners have gradually
shifted over the years from AM to FM stations. FM reception, as compared to AM,
is generally clearer and provides greater tonal range and higher fidelity. In
comparison to AM, FM's listener share is now in excess of 75%, despite the fact
that the number of AM and FM commercial stations in the United States is
approximately equal.

Radio is considered an efficient, cost-effective means of reaching
specifically identified demographic groups. Stations are typically classified by
their on-air format, such as country, adult contemporary, oldies and news/talk.
A station's format and style of presentation enables it to target certain
demographics. By capturing a specific share of a market's radio listening
audience, with particular concentration in a targeted demographic, a station is
able to market its broadcasting time to advertisers seeking to reach a specific
audience. Advertisers and stations utilize data published by audience measuring
services, such as Arbitron, to estimate how many people within particular
geographical markets and demographics listen to specific stations.

The number of advertisements that can be broadcast without jeopardizing
listening levels (and the resulting ratings) is limited in part by the format of
a particular station and the local competitive environment. Although the number
of advertisements broadcast during a given time period may vary, the total
number of advertisements broadcast on a particular station generally does not
vary significantly from year to year.

A station's local sales staff generates the majority of its local and
regional advertising sales through direct solicitations of local advertising
agencies and businesses. To generate national advertising sales, a station
usually will engage a firm that specializes in soliciting radio advertising
sales on a national level. National sales representatives obtain advertising
principally from advertising agencies located outside the station's market and
receive commissions based on the revenue from the advertising obtained.

COMPETITION; CHANGES IN THE BROADCASTING INDUSTRY

The radio broadcasting industry is a highly competitive business. The
success of each of the Company's stations depends largely upon its audience
ratings and its share of the overall advertising revenue within its market. The
Company's stations compete for listeners and advertising revenue directly with
other radio stations within their respective markets. Radio stations compete for
listeners primarily on the basis of program content that appeals to a target
demographic group. By building a strong listener base consisting of a specific
demographic in each of its markets, Cox Radio is able to attract advertisers
seeking to reach those listeners.

66
<PAGE> 75

Factors that are material to a station's competitive position include
management experience, the station's audience share rank in its market,
transmitter power, assigned frequency, audience characteristics, local program
acceptance, and the number and characteristics of other stations in the market
area. Cox Radio attempts to improve its competitive position with promotional
campaigns aimed at the demographics targeted by its stations and by sales
efforts designed to attract advertisers. Recent changes in the law and in FCC
rules and policies have increased the number of radio stations a broadcaster may
own in a given market and permit, within limits, joint arrangements with other
stations in the market relating to programming, advertising sales, and station
operation. Management believes that radio stations that elect to take advantage
of these opportunities may, in certain circumstances, have lower operating costs
and may be able to offer advertisers more attractive rates and services.

Although the radio broadcasting industry is highly competitive, some
barriers to entry exist. The operation of a radio broadcast station requires a
license from the FCC and the number of radio stations that can operate in a
given market is limited by the availability of FM and AM radio frequencies
allotted by the FCC to communities in that market, as well as by the FCC's
multiple ownership rules, which regulate the number of stations that may be
owned and controlled by a single entity.

The Company's stations also compete for advertising revenue with other
radio stations and with other electronic and print media. Potential advertisers
can substitute advertising through broadcast television, cable television
systems (which can offer concurrent exposure on a number of cable networks to
enlarge the potential audience), daily, weekly, and free-distribution
newspapers, other print media, direct mail, and on-line computer services for
radio advertising. Competing media commonly target the customers of their
competitors, and advertisers regularly shift dollars from radio to these
competing media and vice versa. Accordingly, there can be no assurance that any
of the Company's stations will be able to maintain or increase its current
audience ratings and advertising revenue share. In addition, the radio
broadcasting industry is subject to competition from new media technologies that
are being developed or introduced, such as the delivery of audio programming by
cable television systems, by satellite and by DAB. The delivery of information
through the Internet also could create a new form of competition. The radio
broadcasting industry historically has grown despite the introduction of new
technologies for the delivery of entertainment and information, such as
broadcast television, cable television, audio tapes and compact discs. A growing
population and greater availability of radios, particularly car and portable
radios, have contributed to this growth. There can be no assurance, however,
that the development or introduction in the future of any new media technology
will not have an adverse effect on the radio broadcasting industry.

The FCC currently has before it proceedings that will permit the use of DAB
to deliver audio programming, and has allocated spectrum for the provision of
satellite DAB service. DAB provides a medium for the delivery by satellite or
terrestrial means of multiple new, high quality audio programming formats to
local and national audiences. This technology also may be used in the future by
radio broadcast stations either on existing or alternate broadcasting
frequencies or on new frequency bands. In addition, the FCC has authorized an
additional 100 kHz of spectrum for the AM band and will soon allocate
frequencies in this new band to certain existing AM station licensees. By the
end of a transition period to be determined by the FCC, those licensees will be
required to return to the FCC either the license for their existing AM band
station or the license for the expanded AM band station.

Cox Radio cannot predict what other matters might be considered in the
future by the FCC, nor can it assess in advance what impact, if any, the
implementation of any of these proposals or changes might have on its business.

FEDERAL REGULATION OF RADIO BROADCASTING

The ownership, operation and sale of radio stations, including those
licensed to Cox Radio, are subject to the jurisdiction of the FCC, which acts
under authority granted by the Communications Act. Among other things, the FCC
assigns frequency bands for broadcasting; determines the particular frequencies,
locations and operating power of stations; issues, renews and modifies station
licenses; determines whether to approve changes in ownership or control of
station licenses; regulates equipment used by stations; adopts and implements
regulations and policies that directly or indirectly affect the ownership,
operation, program

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content, employment practices, and business of stations; and has the power to
impose penalties, including license revocations, for violations of its rules or
the Communications Act.

The 1996 Act, which significantly amended the Communications Act in
numerous respects, dramatically changed the ground rules for competition and
regulation in virtually all sectors of the telecommunications industry,
including broadcasting, local and long-distance telephone services, cable
television services and telecommunications equipment manufacturing.

The following is a brief summary of certain provisions of the
Communications Act, as amended by the 1996 Act, and of specific FCC rules and
policies. Reference should be made to the Communications Act, FCC rules and
public notices and rulings of the FCC for further information concerning the
nature and extent of FCC regulation of broadcast stations.

License Renewal. Broadcast station licenses are subject to renewal upon
application to the FCC. Under the Communications Act, radio licenses are granted
by the FCC for maximum terms of seven years. The 1996 Act provides that radio
licenses may be granted for a period not to exceed eight years and authorizes
the FCC to prescribe the period or periods for which licenses shall be granted
and renewed for particular classes of radio stations. In April 1996, the FCC
issued a Notice of Proposed Rulemaking seeking comment on a proposal to extend
broadcast station license terms to eight years and implementation of new license
term rules.

Under the Communications Act, interested parties, including members of the
public, may file petitions to deny a license renewal application, but competing
applications for the license will not be accepted unless the current licensee's
renewal application is denied. If a petition to deny presents information from
which the FCC concludes (or if the FCC concludes on its own) that there is a
"substantial and material" question whether grant of the renewal application
would be in the public interest under applicable rules and policy, the FCC will
conduct a hearing on specified issues to determine whether renewal should be
granted. The FCC is required to grant a license renewal application if (i) the
licensee has served the public interest; (ii) the licensee has not engaged in
any serious violations of the Communications Act or the FCC's rules and
regulations; and (iii) the licensee has not engaged in any other violations that
would indicate a pattern of abuse of FCC rules or the Communications Act. The
FCC may deny a license renewal application only if it finds that a licensee has
failed to meet this three-pronged test and that there are no mitigating
circumstances to warrant grant of the license renewal for a shorter period than
the full license term, or to warrant the grant of a renewal with certain
conditions attached to the grant. Only in the event of such a denial of a
license renewal application will the FCC accept new applications for the
broadcast frequency occupied by the incumbent broadcast licensee. Also, during
certain periods when a renewal application is pending (generally four months
prior to expiration of the license), the transferability of the applicant's
license may be restricted.

Historically, Cox Radio's management has not experienced any material
difficulty in obtaining renewal from the FCC of any of the broadcast licenses of
stations under its control.

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The following table sets forth, among other things, the frequency on which
each of the stations owned by Cox Radio and NewCity broadcasts, and the date on
which each station's FCC license expires (a station may continue to operate
beyond the expiration date if a timely filed license renewal application is
pending):

<TABLE>
<CAPTION>
HEIGHT
ABOVE
EXPIRATION FCC AVERAGE
MARKET(1) STATION FREQUENCY DATE OF LICENSE CLASS TERRAIN POWER
- -------------------------------------------------- ------------ --------- -------------------- ----- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Los Angeles....................................... KFI-AM 640 kHz December 1, 1997 A N.A. 50 kw
KOST-FM 103.5 MHz December 1, 1997 B 949 m 12.5 kw
KACE-FM 103.9 MHz December 1, 1997 A 119 m 1.65 kw
Atlanta........................................... WSB-AM 750 kHz April 1, 2003 A N.A. 50 kw
WSB-FM 98.5 MHz April 1, 2003 C 311 m 100 kw
WJZF-FM(2)(3) 104.1 MHz April 1, 2003 C1 371 m 60 kw
WCNN-AM(3) 680 KHz April 1, 2003 B N.A. 50 kw day
10 kw night
Miami............................................. WFLC-FM 97.3 MHz February 1, 2003 C 307 100 kw
WHQT-FM 105.1MHz February 1, 2003 C 307 100 kw
Tampa............................................. WWRM-FM 94.9 MHz February 1, 2003 C 393 m 95 kw
WCOF-FM 107.3 MHz February 1, 2003 C1 189 m 100 kw
WSUN-AM 620 kHz February 1, 2003 B N.A. 5 kw
WFNS-AM(4) 910 kHz February 1, 2003 B N.A. 5 kw
Orlando........................................... WDBO-AM(2) 580 kHz February 1, 2003 B N.A. 5 kw
WWKA-FM(2) 92.3 MHz February 1, 2003 C 408 m 98 kw
WCFB-FM(2) 94.5 MHz February 1, 2003 C 448 m 96 kw
WZKD-AM(2) 950 kHz February 1, 2003 B N.A. 5 kw
WHOO- 990 kHz February 1, 2003 B N.A. 50 kw day
AM(6)(7) 5 kw night
WHTQ- 96.5 MHz February 1, 2003 C 487 m 100 kw
FM(6)(7)
WMMO- 98.9 MHz February 1, 2003 C2 134 m 38 kw
FM(6)(7)
San Antonio....................................... KCYY-FM(2) 100.3 MHz August 1, 1997 C 300 m 98 kw
KCJZ-FM(2) 106.7 MHz August 1, 1997 C 310 m 100 kw
KKYX-AM(2) 680 kHz August 1, 1997 B N.A. 50 kw day
10 kw night
Louisville........................................ WRKA-FM 103.1 MHz August 1, 1996(5) A 95 m 6 kw
WRVI-FM 94.7 MHz August 1, 2003 A 100 m 3 kw
WXNU-FM(8) 105.9 MHz August 1, 2003 A 100 m 3 kw
Birmingham........................................ WZZK-AM(2) 610 kHz April 1, 2003 B N.A. 5 kw day
1 kw night
WZZK-FM(2) 104.7 MHz April 1, 2003 C 396 m 99 kw
WODL-FM(2) 106.9 MHz April 1, 2003 C 351 m 99 kw

Dayton............................................ WHIO-AM 1290 KHz October 1, 1996(5) B N.A. 5 kw
WHKO-FM 99.1 MHz October 1, 1996(5) B 325 m 50 kw
Tulsa............................................. KRMG-AM(2) 740 kHz June 1, 1997 B N.A. 50 kw day
25 kw night
KWEN-FM(2) 95.5 MHz June 1, 1997 C 405 m 96 kw
KJSR-FM(2) 103.3 MHz June 1, 1997 C 390 m 100 kw
KRAV-FM(9) 96.5 MHz June 1, 1997 C 405 m 100 kw
KGTO-AM(9) 1050 kHz June 1, 1997 B N.A. 1 kw
Bridgeport........................................ WEZN-FM(2) 99.9 MHz April 1, 1998 B 204 m 27.5 kw
Syracuse.......................................... WSYR-AM(2) 570 kHz June 1, 1998 B N.A. 5 kw
WHEN-AM(7) 620 kHz June 1, 1998 B N.A. 5 kw
WYYY-FM(2) 94.5 MHz June 1, 1998 B 198 m 100 kw
WBBS-FM(2) 104.7 MHz June 1, 1998 B 150 m 50 kw
WWHT-FM(7) 107.9 MHz June 1, 1998 B 152 m 50 kw

</TABLE>

- ---------------
(1) Metropolitan market served; city of license may differ.

(2) Station to be acquired by Cox Radio pursuant to the NewCity Acquisition.

(3) Cox Radio provides programming to this station pursuant to an LMA.

(4) Cox Radio provides sales and related services to this station through a JSA;
station to be acquired pursuant to the Tampa Acquisition.

(5) Cox Radio has filed an application with the FCC to renew such licenses. Such
applications are pending FCC approval as of August 28, 1996.

(6) Station to be acquired by Cox Radio pursuant to the Orlando Acquisition.

(7) Station operated by NewCity pursuant to an LMA.

(8) Station to be acquired by Cox Radio pursuant to the Louisville Acquisition

(9) Station to be acquired by Cox Radio pursuant to the Tulsa Acquisition.

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<PAGE> 78

Ownership Matters. The Communications Act prohibits the assignment of a
license or the transfer of control of a broadcast licensee without the prior
approval of the FCC. In determining whether to grant or renew a broadcast
license, the FCC considers a number of factors pertaining to the licensee,
including compliance with the Communications Act's limitations on alien
ownership, compliance with various rules limiting common ownership of broadcast,
cable and newspaper properties, and the "character" of the licensee and those
persons holding "attributable" interests in the licensee.

Under Section 310 of the Communications Act, broadcast licenses may not be
granted to or held by any foreign government, any representative of a foreign
government or by any non-U.S. citizen or his representative, or by any
corporation organized under the laws of any foreign government, or by any
corporation of which more than one-fifth of the capital stock is owned of record
or voted by non-U.S. citizens or their representatives, by a foreign government
or its representatives or by any corporation organized under the laws of a
foreign country. In addition, broadcast licenses may not be granted to or held
by any corporation directly or indirectly controlled by any other corporation of
which more than one-fourth of the capital stock is owned of record or voted by
non-U.S. citizens, their representatives, or by a foreign government or its
representatives, or by any corporation organized under the laws of any foreign
government, unless the FCC finds that the public interest would be served by
granting such a license under such circumstances. The FCC has never to date made
such a public interest finding. The foregoing restrictions in modified form
apply to forms of business organizations other than corporations, including
general partnerships and limited partnerships. As a result of these provisions,
Cox Radio, which holds certain radio station licenses directly and serves as a
holding company for various radio station licensee subsidiaries, cannot have
more than 25% of its capital stock owned of record or voted by aliens or their
representatives, by a foreign government or its representative or by any
corporation organized under the laws of any foreign government.

Recent Changes. The FCC's local radio multiple ownership rule (the "Radio
Contour Overlap Rule") provides for certain limits on the number of radio
stations that one entity may own in a local geographic market. These limits are
as follows:

(a) In a radio market with 45 or more commercial radio stations, a
party may own, operate or control up to eight commercial radio stations,
not more than five of which are in the same broadcast service (i.e., AM or
FM);

(b) In a radio market with between 30 and 44 (inclusive) commercial
radio stations, a party may own, operate or control up to seven commercial
radio stations, not more than four of which are in the same broadcast
service (i.e., AM or FM);

(c) In a radio market with between 15 and 29 (inclusive) commercial
radio stations, a party may own, operate or control up to six commercial
radio stations, not more than four of which are in the same broadcast
service (i.e., AM or FM); and

(d) In a radio market with 14 or fewer commercial radio stations, a
party may own, operate or control up to five commercial radio stations, not
more than three of which are in the same broadcast service (i.e., AM or
FM), except that a party may not own, operate or control more than 50
percent of the stations in the market.

The FCC does not regulate the number of radio stations that may be owned or
controlled by one entity nationally.

LMAs between two stations in the same market that involve more than 15% of
the brokered station's broadcast hours per week are treated as if the brokered
station is owned by the brokering station for purposes of the Radio Contour
Overlap Rule.

Notwithstanding the limits contained in the Radio Contour Overlap Rule, the
FCC has the authority to permit any person or entity to own, operate or control,
or have a cognizable interest in, a number of radio broadcast stations in excess
of the rule's limits if the FCC determines that such ownership, operation,
control or interest will result in an increase in the number of radio broadcast
stations that are in operation. Although the 1996 Act, which granted the FCC
such authority, does not explain the intent or rationale for this provision, Cox
Radio believes that this exception may apply to newly-constructed stations
and/or stations that have been off the air but are resuming broadcast
operations.

FCC rules also generally prohibit or restrict the cross-ownership,
operation or control of a radio broadcast station and a television broadcast
station serving the same geographic market, and of a radio broadcast station and
a daily newspaper serving the same geographic market. Under these rules, absent
waivers, Cox Radio would not be permitted to acquire any radio broadcast station
in a geographic market in which it, or a person

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with an attributable interest in Cox Radio, such as CEI, now owns a television
station (other than a low power television station) or a daily newspaper. The
FCC's rules provide for the liberal grant of waivers of the rule prohibiting
common ownership of radio and television stations in the same geographic market
(the "one-to-a-market rule") for stations located in the top 25 television
markets. Under the 1996 Act and upon satisfaction of certain conditions, the FCC
must extend its "top-25" waiver policy to proposed station combinations in any
of the top 50 markets, consistent with a determination that the combination
would serve the public interest, convenience and necessity. Additionally, in
December 1994, the FCC initiated a rulemaking proceeding soliciting further
public comment on proposals to relax further or to repeal the FCC's
one-to-a-market rule. The FCC's standards for granting waivers of its
radio-newspaper cross-ownership rule are more stringent, and such standards
permit waiver only in those situations where application of the rule would be
unduly harsh. In 1993, Congress authorized the FCC to grant waivers of the
radio-newspaper cross-ownership rule to permit cross-ownership of a radio
station and a daily newspaper in a top 25 market with at least 30 independent
media voices, provided the FCC finds the transaction to be in the public
interest. The FCC has not yet proposed any rules to implement its authority in
this regard.

Because of these multiple and cross-ownership rules, a purchaser of Cox
Radio's Common Stock who acquires an attributable interest in Cox Radio may
violate and may cause Cox Radio to violate the FCC's ownership rules if such
purchaser also has an attributable interest in other television or radio
stations, or in daily newspapers, depending on the number and location of those
radio or television stations or daily newspapers. Such a purchaser also may be
restricted in the companies in which it may invest, to the extent that those
investments give rise to an attributable interest. If a stockholder of Cox Radio
who holds an attributable interest in Cox Radio violates any of these ownership
rules, Cox Radio may be unable to obtain from the FCC one or more authorizations
needed to conduct its radio station business and may be unable to obtain FCC
consents for certain future acquisitions.

The FCC generally applies its ownership limits to "attributable" interests
held by an individual, corporation, partnership or other association. In the
case of corporations holding broadcast licenses, the interests of officers,
directors and those who, directly or indirectly, have the right to vote 5% or
more of the corporation's voting stock are generally deemed to be attributable,
as are positions of an officer or director of a corporate parent of a broadcast
licensee. Cox Radio's indirect parent, CEI, has attributable ownership interests
in television stations located in Orlando, Florida; Charlotte, North Carolina;
Pittsburgh, Pennsylvania; Dayton, Ohio; Atlanta, Georgia; Oakland, California;
and El Paso, Texas and in daily newspapers located in Scottsdale, Yuma, Tempe,
Mesa, Chandler and Gilbert, Arizona; Grand Junction, Colorado; Palm Beach,
Florida; Atlanta, Georgia; Greenville, North Carolina; Dayton and Springfield,
Ohio; and Austin, Longview, Lufkin, Waco, and Nacogdoches, Texas. CEI has a
non-attributable ownership interest in a daily newspaper located in Daytona
Beach, Florida. Currently, James C. Kennedy and Ben F. Love, directors of CEI,
are also directors of Texas Commerce Bancshares, Inc., the holding company of
Texas Commerce Bank, N.A. which, through a wholly-owned subsidiary, Gordon
Holdings, Inc., owns KRZQ-FM, Tahoe City, California. Mr. Kennedy's and Mr.
Love's responsibilities as directors of Texas Commerce Bancshares, Inc. do not
extend to the day-to-day operations or business of the licensee of KRZQ-FM, the
service area of which station is not located in any market in which Cox Radio
owns or, subsequent to the consummation of the Pending Transactions will own,
any radio stations. Paul J. Rizzo, a director of CEI, is a director of The
McGraw-Hill Companies, Inc. which, through a wholly-owned subsidiary, owns and
operates television stations KMGH-TV, Denver, Colorado; WRTV, Indianapolis,
Indiana; KERO-TV, Bakersfield, California, and KGTV, San Diego, California. Mr.
Rizzo has no involvement in the day-to-day operations and management of any of
the McGraw-Hill television stations, only one of which, KERO-TV, is located in a
market (Los Angeles, CA) in which Cox Radio owns radio stations. None of the
other officers, directors or 5% or greater shareholders of the voting stock of
Cox Radio or of its subsidiaries has any attributable interest in any broadcast
stations other than through Cox Radio and its subsidiaries.

The FCC treats all partnership interests as attributable, except for those
limited partnership interests that are "insulated" by the terms of the limited
partnership agreement from "material involvement" in the media-related
activities of the partnership under FCC policies. Stock interests held by
insurance companies, mutual funds, bank trust departments and certain other
passive institutional investors that hold stock for investment purposes only
become attributable with the ownership of 10% or more of the stock of a
corporation holding

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broadcast licenses. To assess whether a voting stock interest in a direct or
indirect parent corporation of a broadcast licensee is attributable, the FCC
uses a "multiplier" analysis in which non-controlling voting stock interests are
deemed proportionally reduced at each non-controlling link in a
multi-corporation ownership chain.

In March 1992, the FCC initiated an inquiry and rulemaking proceeding in
which it solicited comment on whether it should alter its ownership attribution
rules by (i) raising the basic benchmark for attributing ownership in a
corporate licensee from 5% to 10% of the licensee's voting stock; (ii)
increasing the attribution benchmark for "passive institutional investors" in
corporate licensees from 10% to 20% of the licensee's voting stock; (iii)
broadening the class of investors eligible for "passive institutional investor"
status to include Small Business and Minority Enterprise Small Business
Investment Companies; and (iv) exempting certain widely-held limited partnership
interests from attribution where each individual interest represents an
insignificant percentage of total partnership equity. Cox Radio cannot predict
when or whether any of these proposals will ultimately be adopted by the FCC.

The FCC initiated a further rulemaking proceeding in December 1994 to
solicit additional public comment on proposed attribution rules. Among the
issues being explored in the proceeding are: (a) whether the FCC should raise
the benchmarks for determining voting stock interests to be "attributable" from
5% to 10% for those stockholders other than passive institutional investors, and
from 10% to 20% for passive institutional investors; (b) whether to consider
non-voting stock interests to be attributable under the multiple ownership rules
(at present such interests are not attributable); (c) whether to consider
generally attributable voting stock interests which account for a minority of
the issued and outstanding shares of voting stock of a corporate licensee, where
the majority of the corporation's voting stock is held by a single stockholder;
(d) whether to relax, for attribution purposes, the FCC's insulation standards
for business development companies and other widely-held limited partnerships;
(e) whether to adopt an equity threshold for non-insulated limited partnerships
below which a limited partner would not be considered to have an attributable
interest in the partnership, regardless of that partner's insulation from
day-to-day management and operations of the media enterprises of the
partnership; (f) how to treat limited liability companies and other new business
forms for purposes of the FCC's attribution rules; (g) the impact of limited
liability companies on broadcast ownership opportunities for women and
minorities; and (h) whether to adopt a new attribution policy under which the
FCC would scrutinize multiple "cross interests" or other significant business
relationships, which are held in combination among ostensibly arm's-length
competing broadcasters in the same market, to determine whether the combined
interests, which individually would not raise concerns as to potential
diminution of competition and diversity of viewpoints, would nonetheless raise
such concerns in light of the totality of the relationships among the parties
(including, e.g., LMAs, JSAs, debt relationships, holdings of non-attributable
interests, or other relationships among competing broadcasters in the same
market). Cox Radio cannot predict when or whether any of these proposals will
ultimately be adopted by the FCC.

Furthermore, the FCC has a "cross-interest" policy that under certain
circumstances could prohibit a person or entity with an attributable interest in
a broadcast station or daily newspaper from having a "meaningful"
non-attributable interest in another broadcast station or daily newspaper in the
same local market. Among other things, "meaningful" interests could include
significant equity interests (including non-voting stock, voting stock, and
limited partnership interests) and significant employment positions. This policy
may limit the permissible acquisitions and investments Cox Radio may make and
the permissible investments a purchaser of Cox Radio's Common Stock may make or
hold. If the FCC determines that a stockholder of Cox Radio has violated this
cross-interest policy, Cox Radio may be unable to obtain from the FCC one or
more authorizations needed to conduct its radio station business and may be
unable to obtain FCC consents for certain future acquisitions. In December 1994,
as part of its rulemaking proceeding soliciting public comment on various
proposals to modify its broadcast attribution policies, the FCC also solicited
public comment on whether to eliminate or codify the remaining aspects of the
cross-interest policy with respect to significant employment positions,
non-attributable equity interests and joint venture arrangements.

Under the 1996 Act, the FCC is required to review all of its broadcast
ownership rules every other year to determine whether the public interest
dictates that such rules be repealed or modified.

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The 1996 Act imposes numerous requirements on the FCC to launch new
inquiries and rulemaking proceedings, perhaps 80 in all, involving a multitude
of telecommunications issues, including those described hereinabove that will
directly affect the broadcast industry. The 1996 Act mandates that such
rulemaking proceedings be completed within certain time frames, in some cases as
short as six months.

Programming and Operation. The Communications Act requires broadcasters to
serve the "public interest." Since the late 1970s, the FCC gradually has relaxed
or eliminated many of the more formalized procedures it had developed to promote
the broadcast of certain types of programming responsive to the needs of a
station's community of license. However, licensees are still required to present
programming that is responsive to community problems, needs and interests and to
maintain certain records demonstrating such responsiveness. Complaints from
listeners concerning a station's programming often will be considered by the FCC
when it evaluates a licensee's license renewal application, although such
complaints may be filed at any time and generally may be considered by the FCC
at any time. Stations also must follow various rules promulgated under the
Communications Act that regulate, among other things, political advertising,
sponsorship identifications, the advertisements of contests and lotteries,
obscene and indecent broadcasts and technical operations, including limits on
radio frequency radiation. In addition, broadcast licensees must develop and
implement programs designed to promote equal employment opportunities for
minorities and women and must submit reports to the FCC with respect to these
matters annually and in connection with the station's license renewal
application.

Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
short-term (i.e., less than the full seven-year term) renewals or, for
particularly egregious violations, the denial of a license renewal application
or the revocation of a license.

LMAs and JSAs. Over the past several years, a significant number of radio
broadcast licensees, including certain of Cox Radio's subsidiaries, have entered
into LMAs and JSAs. See "Business -- Local Marketing Agreements." Under a
typical LMA, separately owned and licensed radio stations agree to enter into
cooperative arrangements subject to compliance with the requirements of
antitrust laws and with the FCC's rules and policies. Under these types of
arrangements, separately-owned stations serving a common geographic area agree
to function cooperatively in terms of programming, advertising sales, etc.,
subject to the licensee of each station maintaining independent control over the
programming and station operations of its own station. Such arrangements are an
extension of the concept of "time brokerage," under which a licensee of a
station sells the right to broadcast blocks of time on its station to an entity
or entities which program the blocks of time and sell their own commercial
advertising announcements for their own account during the time periods in
question. Under a typical JSA, two separately owned radio stations serving a
common service area agree to function cooperatively in terms of advertising
sales only. Under such an arrangement, the licensee of one station sells the
advertising time on the other licensee's station, for its own account but does
not provide any programming to the other licensee's station. This arrangement is
also subject to ultimate control by the latter licensee.

The FCC has heretofore determined that issues of joint advertising sales
should be left to antitrust enforcement and has specifically exempted LMAs from
its "cross-interest" policy. Further, the FCC and the staff of the FCC's Mass
Media Bureau have held that LMAs do not per se constitute a transfer of control
and are not contrary to the Communications Act, provided that the licensee of
the brokered station maintains complete responsibility for and control over
operations of its broadcast station (including, specifically, control over
station finances, personnel and programming) and complies with applicable FCC
rules and with antitrust laws. However, in December 1994, as part of its
rulemaking proceeding soliciting public comment on various proposals to modify
its broadcast attribution policies, the FCC also solicited public comment on
whether to adopt a new attribution policy under which the FCC would scrutinize
multiple "cross-interests" or other significant business relationships, which
are held in combination among ostensibly arm's-length competing broadcasters in
the same market, to determine whether the combined interests, which individually
would not raise concerns as to potential diminution of competition and diversity
of viewpoints, would nonetheless raise such concerns in light of the totality of
the relationships among the parties (including, e.g., LMAs, JSAs, debt
relationships, holdings of non-attributable interests, or other relationships
among competing broadcasters in the same market).

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Under certain circumstances, the FCC will consider a station brokering time
on another station serving the same market to have an attributable ownership
interest in the brokered station for purposes of the FCC's Radio Contour Overlap
Rule. See "Business -- Regulation of Radio Broadcasting -- Ownership Matters."
In particular, a broadcast station is not permitted to enter into an LMA giving
it the right to program more than 15% of the broadcast time, on a weekly basis,
of another local station which it could not own under the FCC's Radio Contour
Overlap Rule. A JSA where no programming is provided is not considered an
attributable ownership interest under current FCC rules.

The FCC's rules also prohibit a broadcast licensee from simulcasting more
than 25% of its programming on another station in the same broadcast service
(i.e., AM-AM or FM-FM) whether it owns both stations or operates both through an
LMA where the brokered and brokering stations serve substantially the same
geographic area.

Proposed Changes. The Congress and the FCC have under consideration, and
may in the future consider and adopt, new laws, regulations and policies
regarding a wide variety of matters that could, directly or indirectly: (i)
affect the operation, ownership and profitability of Cox Radio and its radio
broadcast stations; (ii) result in the loss of audience share and advertising
revenue of the Company's radio broadcast stations; and (iii) affect the ability
of Cox Radio to acquire additional radio broadcast stations or finance such
acquisitions. Such matters include, for example, changes to the license renewal
process; proposals to impose spectrum use or other governmentally-imposed fees
upon licensees; proposals to expand the FCC's equal employment opportunity rules
and other matters relating to minority and female involvement in broadcasting;
proposals to repeal or modify some or all of the FCC's multiple ownership rules
and/or policies; proposals to increase the benchmarks or thresholds for
attributing ownership interests in broadcast media; proposals to change rules or
policies relating to political broadcasting; technical and frequency allocation
matters, including those relative to the implementation of DAB on both a
satellite and terrestrial basis and AM stereo broadcasting; proposals to permit
expanded use of FM translator stations; proposals to restrict or prohibit the
advertising of beer, wine and other alcoholic beverages on radio; changes in the
FCC's cross-interest, multiple ownership, alien ownership and cross-ownership
rules and policies; changes to broadcast technical requirements; proposals to
allow telephone companies to deliver audio and video programming to homes
through existing phone lines; proposals to limit the tax deductibility of
advertising expenses by advertisers; and proposals to auction the right to use
the radio broadcast spectrum to the highest bidder, instead of granting
broadcast licenses and subsequent license renewals free of charge.

Digital Audio Broadcasting. The FCC recently has allocated spectrum to a
new technology, DAB, to deliver satellite-based audio programming to a national
or regional audience and is considering regulations for a DAB service. DAB may
provide a medium for the delivery by satellite or terrestrial means of multiple
new audio programming formats with compact disc quality sound to local and
national audiences. It is not known at this time whether this technology also
may be used in the future by existing radio broadcast stations either on
existing or alternate broadcast frequencies. In addition, applications by
several entities currently are pending at the FCC for authority to offer
multiple channels of digital, satellite-delivered S-Band aural services that
could compete with conventional terrestrial radio broadcasting. These satellite
radio services use technology that may permit higher sound quality than is
possible with conventional AM and FM terrestrial radio broadcasting. Thus far,
the FCC has not granted the pending requests for authorizations to offer
satellite radio, nor has it adopted regulations for the proposed satellite radio
service. A rule making proceeding is, however, pending before the FCC to adopt
DAB regulations. The FCC has granted at least one applicant a waiver to begin
satellite construction. Implementation of DAB would provide an additional audio
programming service that could compete with the Company's radio stations for
listeners, but the effect upon Cox Radio cannot be predicted.

In addition, the FCC has authorized an additional 100 kHz of bandwidth for
the AM band and will soon allocate frequencies in this new band to certain
existing AM station licensees which seek to modify their existing AM band
licenses and operate their stations on frequencies in the expanded AM band. At
the end of a transition period to be determined by the FCC, those licensees will
be required to return to the FCC either the license for their existing AM band
station or the license for the expanded AM band station.

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Cox Radio cannot predict what other matters might be considered in the
future, nor can it judge in advance what impact, if any, the implementation of
any of these proposals or changes might have on its business.

SEASONALITY

Seasonal revenue fluctuations are common in the radio broadcasting industry
and are due primarily to fluctuations in advertising expenditures. Cox Radio's
revenues and broadcast cash flows are typically lowest in the first quarter and
higher in the second and fourth quarters.

EMPLOYEES

As of July 15, 1996 and prior to the consummation of the Pending
Transactions, Cox Radio employed 377 full-time and 258 part-time employees. Of
these employees, 52 were represented by American Federation of Television and
Radio Announcers ("AFTRA"), two were represented by National Association of
Broadcasting Employees and Technicians, AFL-CIO ("NABET") and one was
represented by the International Brotherhood of Electrical Workers ("IBEW"). As
of July 15, 1996, NewCity employed 421 full-time and 183 part-time employees,
none of whom were represented by unions. Cox Radio considers its employee
relations to be satisfactory.

Cox Radio employs several on-air personalities with large audiences in
their respective markets. Cox Radio enters into employment agreements with these
personalities to protect its interests in those relationships that it believes
to be valuable. Cox Radio does not believe that the loss of any one of these
personalities would have a material adverse effect on Cox Radio's financial
condition or results of operations.

PATENTS AND TRADEMARKS

Cox Radio and NewCity both own numerous domestic trademark registrations
related to the business of the Company's stations. Neither Cox Radio nor NewCity
owns any patents or patent applications. Cox Radio does not believe that any of
its or NewCity's trademarks are material to its business or operations.

PROPERTIES AND FACILITIES

Cox Radio's corporate offices are located in Atlanta, Georgia. The types of
properties required to support each of the Company's radio stations include
offices, studios, transmitter sites and antenna sites. The transmitter sites and
antenna sites generally are located so as to provide maximum market coverage.

Cox Radio owns transmitter and antenna sites in the Tampa, Miami and Los
Angeles markets. Cox Radio also leases transmitter and antenna sites in the Los
Angeles, Atlanta, Miami, Chicago, Tampa, Dayton, Louisville and Syracuse
markets. In the markets in which it does not own transmitter and antenna sites,
Cox Radio typically leases studio and office space, although it owns its studio
and office facilities in Los Angeles and Miami. Cox Radio leases studio and
office facilities in Atlanta, Tampa, Dayton, Louisville, Syracuse and Chicago.
Cox Radio generally considers its facilities to be suitable and of adequate size
for its current and intended purposes. Cox Radio does not anticipate any
difficulties in renewing any facility leases or in leasing additional space, if
required.

Cox Radio owns substantially all of its other equipment, consisting
principally of transmitting antennae, transmitters, studio equipment and general
office equipment. The towers, antennae and other transmission equipment used by
the Company's stations are generally in good condition, although opportunities
to upgrade facilities are continuously reviewed.

NewCity's corporate offices are located in Bridgeport, Connecticut. The
types of properties required to support each of NewCity's radio stations include
offices, studios, transmitter sites and antenna sites. The transmitter sites and
antenna sites generally are located so as to provide maximum market coverage.

NewCity owns transmitter and antenna sites in the Orlando, San Antonio,
Syracuse, Tulsa, and Atlanta markets. NewCity also leases transmitter and
antenna sites in the Birmingham, Bridgeport, Orlando, San

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Antonio, Syracuse, and Tulsa markets. In the markets in which it does not own
transmitter and antenna sites, NewCity typically leases studio and office space,
although it owns its studio and office facilities in the Birmingham and Orlando
markets. NewCity generally considers its facilities to be suitable and of
adequate size for its current and intended purposes. NewCity does not anticipate
any difficulties in renewing any facility leases or in leasing additional space,
if required.

LITIGATION

Cox Radio is involved in litigation from time to time in the ordinary
course of its business. In management's opinion, the litigation in which Cox
Radio is currently involved, individually and in the aggregate, is not material
to Cox Radio's financial condition or results of operations.

In connection with the negotiation of the NewCity Acquisition, management
of Cox Radio was informed of the litigation in which NewCity is involved. In the
opinion of the management of Cox Radio, on the basis of such information, such
NewCity litigation is not material to NewCity's financial condition or results
of operations.

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THE NEWCITY ACQUISITION

GENERAL

On July 1, 1996, Cox Radio entered into an Agreement and Plan of Merger
(the "Merger Agreement") with NewCity and certain stockholders of NewCity (the
"Stockholders"). Pursuant to the Merger Agreement, New Cox Radio II, Inc., a
wholly-owned subsidiary of Cox Radio, will be merged with and into NewCity (the
"Merger"), with NewCity continuing as the surviving corporation as a
wholly-owned subsidiary of Cox Radio. The aggregate purchase price for NewCity
is approximately $253 million, consisting of approximately $166 million payable
in cash and approximately $87 million of existing NewCity debt. Upon payment of
the consideration described above, Cox Radio will be the sole stockholder of the
surviving corporation. Cox Radio will be required to borrow approximately $164
million to consummate the NewCity Acquisition. Cox Radio expects to be able to
obtain the required loan from a syndicate of banks. See "Use of Proceeds."

The Communications Act and FCC rules and policies require the prior consent
of the FCC to any transfer of control of broadcast licensees and assignments of
FCC licenses and, therefore, consummation of the NewCity Acquisition is subject
to the receipt of such FCC approval. The NewCity Acquisition is also being
reviewed by the DOJ pursuant to HSR. In connection with the NewCity Acquisition,
the DOJ has issued the NewCity Second Request seeking the production of
documents and other information on the Orlando radio market. There can be no
assurance that such FCC approval will be obtained or that in connection with
such HSR review, the DOJ will not require restructuring of such transactions.
See "Risk Factors -- Failure to Consummate the Pending Transactions" and
"Business -- Federal Regulation of Radio Broadcasting."

THE MERGER AGREEMENT

Representations and Warranties. In the Merger Agreement, NewCity has made
a number of customary representations and warranties. Such representations
relate to, among other things, the corporate organization and qualifications of
NewCity; the authorization, execution, delivery, performance and enforceability
(subject to stockholder approval of the Merger Agreement) of the Merger
Agreement; the capitalization of NewCity; the accuracy of the historical
financial statements of NewCity; the conduct of the business of NewCity; the
absence of undisclosed material litigation; compliance with applicable law; the
absence of undisclosed liabilities; material contracts and other agreements and
arrangements of NewCity; the employee benefit plans of NewCity; environmental
matters; certain tax matters; certain intellectual property rights; and
compliance with the requirements, rules and regulations of the FCC.

Covenants. NewCity has agreed, among other things, that pending
consummation of the NewCity Acquisition, NewCity will not acquire or agree to
acquire any business or any corporation, partnership, joint venture, association
or other business organization or division thereof, or any properties material
to NewCity, except in the ordinary course of business.

Conditions. The obligation of each party to effect the Merger is
conditioned upon, among other things, the absence of an order or other ruling of
a court of competent jurisdiction preventing the consummation of the Merger; the
expiration of the waiting period applicable to the consummation of the Merger
under the HSR Act; the absence of any material adverse change to the
transactions contemplated by the Merger Agreement required to obtain approval
under the HSR Act; and the receipt of or filing for all consents from the FCC
and other third parties required with respect to the Merger. In addition, the
obligation of Cox Radio to effect the Merger is conditioned upon certain other
customary conditions.

Termination. The Merger Agreement may be terminated at any time prior to
the Merger becoming effective: (i) by mutual consent of Cox Radio and NewCity;
(ii) by either Cox Radio or NewCity if the Merger is not consummated by June 30,
1997, provided that the terminating party is not in material breach of its
obligations under the Merger Agreement; and (iii) by either party if certain
conditions to such party's obligation to effect the Merger have not been waived
and are incapable of being satisfied by June 30, 1997.

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Indemnification. After the closing of the Merger, the Stockholders,
jointly and severally, have agreed to indemnify, and hold Cox Radio and the
employees, officers, directors and stockholders of Cox Radio harmless from and
against liabilities arising from, among other things, the breach of any of the
representations and warranties made by NewCity and any of the Stockholders, and
the failure of NewCity or any of the Stockholders to fulfill the obligations of
NewCity or any of the Stockholders. The Merger Agreement provides that the
indemnification obligations of the Stockholders are limited to $4 million in the
aggregate. Cox Radio has also agreed to indemnify and hold the Stockholders
harmless from and against certain matters.

THE GUARANTY

Cox Broadcasting, Inc., a wholly owned subsidiary of CEI ("Cox
Broadcasting") has provided a guaranty (the "Guaranty") of Cox Radio's
obligations to NewCity in connection with the NewCity Acquisition. Cox Radio
will be required to borrow approximately $164 million to consummate the NewCity
Acquisition. Cox Radio expects to be able to obtain the required loan from a
syndicate of banks. If such bank financing is not available, the required funds
will be loaned by CEI to Cox Radio at market rates.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following sets forth certain information with respect to the Directors
and executive officers of Cox Radio (ages as of August 1, 1996):

<TABLE>
<CAPTION>
NAME AGE POSITION WITH COX RADIO
- ------------------------------ --- ---------------------------------------------
<S> <C> <C>
Nicholas D. Trigony........... 55 Chairman of the Board of Directors
Robert F. Neil................ 37 President, Chief Executive Officer, Director
Maritza C. Pichon............. 42 Chief Financial Officer
Marc W. Morgan................ 46 Senior Vice President
Robert B. Green............... 43 Regional Vice President
James C. Kennedy.............. 48 Director
David E. Easterly............. 54 Director
</TABLE>

NICHOLAS D. TRIGONY has served as Chairman of the Cox Radio Board since
July 1996 and has served as President of Cox Broadcasting since March 1990. Mr.
Trigony joined Cox Broadcasting in September 1986 as Executive Vice
President -- Radio and was Executive Vice President -- Broadcast from April 1989
to March 1990. He is also a board member of the National Association of
Television Program Executives and serves on its Executive Committee. Mr. Trigony
is the immediate past chairman and current board member of the Television
Operators Caucus, a member of the TV Board of Directors of the National
Association of Broadcasters ("NAB") and chairman of NAB's Media Convergence Task
Force.

ROBERT F. NEIL has served as President, Chief Executive Officer and a
Director 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. Mr. Neil joined Cox Broadcasting in November
1986. Previously, Mr. Neil was Operations Manager from December 1984 to November
1986 at WYAY-FM (Gainesville), a former NewCity station. He served as Operations
Manager from October 1983 to December 1984 and as Program Director from March
1983 to October 1983 at WYYY-FM and WSYR-AM, two of NewCity's Syracuse stations.

MARITZA C. PICHON has served as Chief Financial Officer of Cox Radio since
July 1996. She was Assistant Controller of CEI from June 1990 through June 1996.
Previously, she served as manager of accounting, senior accountant and staff
accountant. Ms. Pichon joined CEI in September 1984.

MARC W. MORGAN has served as Senior Vice President of Cox Radio since July
1996 and has been Vice President and General Manager of WSB Radio and Regional
Radio Vice President of Cox Broadcasting since July 1992. Mr. Morgan was Vice
President and General Manager of WCKG-FM (Chicago) from January 1984 to July
1992.

ROBERT B. GREEN has served as Regional Vice President of Cox Radio since
July 1996 and has been Vice President and General Manager of the Company's Miami
radio stations, WIOD-AM, WFLC-FM and WHQT-FM, since September 1992. Mr. Green
was Station Manager of WSB-AM/FM from January 1990 to September 1992.

JAMES C. KENNEDY has served as a Director of Cox Radio since July 1996. He
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. Mr. Kennedy joined CEI in 1972 and initially worked with
CEI's Atlanta newspapers. Mr. Kennedy serves on the Board of Governors and the
Executive Board of the Newspaper Association of America. He is Chairman of the
Board of Directors of CCI, and a Director of National Service Industries, Inc.
and Flagler Systems, Inc. He is an advisory director of Texas Commerce
Bankshares, Inc.

DAVID E. EASTERLY has served as a Director of Cox Radio since July 1996 and
has served as President and Chief Operating Officer of CEI since October 1994.
He was President of Cox Newspapers, Inc. ("Cox Newspapers"), a subsidiary of
CEI, which prior to 1993 was a division of CEI, from May 1986 through

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October 1994. Mr. Easterly joined CEI in 1970 at the Dayton Daily News,
transferring to Atlanta in 1981 as Vice President of Operations for Cox
Newspapers. He was named Publisher of The Atlanta Journal/ Constitution in April
1984. Mr. Easterly is a member of the Board of Directors of the Associated
Press, the American Press Institute and the Southern Newspapers Publishers
Association. He is a Director of CEI and CCI.

Directors and executive officers are elected to serve until they resign or
are removed, or are otherwise disqualified to serve, or until their successors
are elected and qualified. Directors of Cox Radio are elected at the annual
meeting of stockholders. Officers of Cox Radio are elected at the Board of
Director's first meeting after each annual meeting of stockholders.

The Company anticipates that the size of the Cox Radio Board will be
increased to seven directors, and that two additional directors who are not
affiliated with Cox Radio, NewCity or CEI will be elected to the Cox Radio
Board. Cox Radio also anticipates that, upon consummation of the NewCity
Acquisition, Richard A. Ferguson will be elected to serve as a member of the Cox
Radio Board.

RICHARD A. FERGUSON has served as President, Chief Executive Officer and a
Director of NewCity since its organization in 1986. He served as the President
of Katz Broadcasting Company, Inc., a subsidiary of Katz Communications, Inc.,
from 1981 to 1986, when he led a management group in organizing NewCity to
purchase all of the stock of Katz Broadcasting Company, Inc. Prior to 1981, he
served as the President of Park City Communications, Inc. ("Park City"), until
Park City was acquired by Katz Communications, Inc. Mr. Ferguson is Chairman of
the Radio Board of Directors of the NAB and a member of the Radio Operators
Caucus.

In addition, upon consummation of the NewCity Acquisition, certain officers
of NewCity are expected to become executive officers of Cox Radio.

JAMES T. MORLEY has been a Director and Executive Vice President of NewCity
since its organization in 1986. In 1971, he joined RKO General Broadcasting in
Boston, Massachusetts and joined the sales staff of WROR-FM in February 1972. In
October 1975, Mr. Morley became the General Sales Manager for Plough
Broadcasting's Boston radio stations, WCOP-AM/FM. He became General Sales
Manager of WEZN-FM in November 1978, was elected Vice President of Park City in
May 1979 and became Station Manager of WEZN-FM in November 1979. In August 1981,
he became General Manager of WEZN-FM. From 1981 until 1986, he was Senior Vice
President of the Broadcasting Company, then a subsidiary of Katz Broadcasting
Company, Inc. He is a member of the Board of Directors of the New York Marketing
and Radio Association.

RICHARD A. REIS has been a Director and Group Vice President of NewCity
since its organization in 1986. From 1983 to 1984, he served as Vice President
of the Broadcasting Company, then a subsidiary of Katz Broadcasting Company,
Inc, becoming Group Vice President in 1984. He was General Manager of WFTQ-AM
and WAAF-FM in Worcester, Massachusetts from 1981 and 1983, respectively, to
1989. Since 1989, he has served as General Manager of WDBO-AM and WWKA-FM in
Orlando, Florida and of WCFB-FM since 1992. He is a member of the Orlando Radio
Broadcasters Association.

Upon consummation of the NewCity Acquisition, it is expected that the
Company's senior operating management will consist of Mr. Neil, Mr. Ferguson,
Mr. Morgan, Mr. Green, Mr. Morley and Mr. Reis.

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EXECUTIVE COMPENSATION

The following table sets forth certain information for the year ended
December 31, 1995 concerning the cash and non-cash compensation earned by or
awarded to the Chief Executive Officer and the other executive officers of Cox
Radio whose combined salary and bonus exceeded $100,000 in such periods (the
"Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
UNIT
ANNUAL COMPENSATION APPRECIATION
NAME AND -------------------- PLAN ALL OTHER
PRINCIPAL POSITION SALARY BONUS PAYOUTS(1) COMPENSATION
- ---------------------------------------- -------- ------- ------------ ------------
<S> <C> <C> <C> <C>
Robert F. Neil.......................... $266,890 $93,450 $ 28,478 $6,000(2)
President and Chief Executive Officer
Marc W. Morgan.......................... 225,216 87,565 -- 6,000(3)
Senior Vice President
Robert B. Green......................... 175,770 86,277 -- 6,000(3)
Regional Vice President
</TABLE>

- ---------------
(1) Reflects cash payouts and the value as of the date of issuance of CEI stock
awards under the Cox Enterprises, Inc. Unit Appreciation Plan. See "-- Cox
Enterprises, Inc. Unit Appreciation Plan."

(2) Includes $3,960 contributed to the Cox Enterprises, Inc. Savings and
Investment Plan (the "401(k) Plan") and $2,040 credited under the Cox
Enterprises, Inc. Executive Savings Plus Restoration Plan (the "Restoration
Plan").

(3) Includes $4,620 contributed to the 401(k) Plan and $1,380 credited under the
Restoration Plan.

COX ENTERPRISES, INC. UNIT APPRECIATION PLAN

The Cox Enterprises, Inc. Unit Appreciation Plan (the "UAP") provides
incentive compensation to key employees of CEI and its divisions and
subsidiaries. The UAP is administered by appointed members from the Board of
Directors of CEI (the "CEI Committee"). The CEI Committee, in its discretion,
designates key employees as participants, determines the number of units to be
awarded to the participants and retains the right to award additional units at
any time. No CEI Committee member may vote on any decision to award units to
that member. Upon award, the beginning base price of each unit is equal to the
appraised fair market value of a share of common stock of CEI on the date of the
award, as determined by an independent appraisal firm or firms selected by the
Board of Directors of CEI.

The appreciation period for units awarded under the UAP begins on the date
of award, which is January 1 of the year of the award, and ends on the earlier
of the last day of the fifth calendar year after the award or the December 31
which precedes the date the participant terminates employment with CEI or one of
its subsidiaries. Awarded units are subject to a five-year vesting schedule,
with no vesting rights earned in the first two years after the award, sixty
percent vesting after completion of the third year and twenty percent additional
vesting in each of the next two years. A participant who retires at 65, becomes
disabled or dies becomes fully vested in the awarded units. A special twenty
percent per year vesting schedule applies in the case of participants who elect
early retirement. Participants who are terminated by CEI for cause forfeit all
rights under the UAP.

The measure of benefit payable to any participant is equal to the
appreciated value of units from the award date to the end of the appreciation
period multiplied by the vested percentage (the "Standard Benefit"). If the
appreciation period ends on the last day of the fifth year after the award date,
the benefit payable to any participants is equal to the greater of the Standard
Benefit or the excess of the average of the appraised unit values at the end of
the last two years in the appreciation period over the unit value as of the date
of award. However, the maximum award per unit shall not exceed 150% of the
beginning unit base price as of the date of award.

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<PAGE> 90

The appreciated value of units as of any time in the appreciation period is
based on the value of a share of common stock of CEI, as determined by an
independent appraisal firm or firms selected by CEI. Since 1969, CEI has
commissioned annual appraisals of its common stock by two appraisal firms. The
CEI common stock is appraised as of December 31, with the appraisals generally
completed in the first quarter of the next year. The average of the two
appraisals has historically been considered the fair market value of the common
stock.

The following table sets forth information, valued as of December 31, 1995,
concerning the value of UAP awards issued to each Named Executive Officer:

1995 FISCAL YEAR-END UAP VALUES

<TABLE>
<CAPTION>
NUMBER VALUE
NAME AWARD OF UNITS % VESTED OF UNITS(1)
----------------------------------------- --------- -------- -------- -----------
<S> <C> <C> <C> <C>
Robert F. Neil........................... 1992 UAP 16,500 80% $ 410,685
1994 UAP 23,880 0% $ 387,095
Marc W. Morgan........................... 1992 UAP 12,375 80% $ 308,014
1994 UAP 13,430 0% $ 217,700
Robert B. Green.......................... 1992 UAP 2,250 80% $ 56,003
1994 UAP 9,700 0% $ 157,237
</TABLE>

- ---------------
(1) Values are expressed as fully vested amounts.

No units were awarded under the UAP to the Named Executive Officers for the
fiscal years ended December 31, 1993 and 1995.

LONG-TERM INCENTIVE PLAN

Cox Radio will adopt the Cox Radio, Inc. Long-Term Incentive Plan (the
"LTIP") prior to the consummation of the Offerings. Pursuant to the LTIP,
executive officers and selected employees of Cox Radio who have been selected as
participants are eligible to receive awards of various forms of equity-based
incentive compensation, including stock options, stock appreciation rights,
stock bonuses, restricted stock awards, performance units and phantom stock and
awards consisting of combinations of such incentives. Subsequent to the
consummation of the Pending Transactions, there will be approximately 100
individuals eligible to be selected to receive awards under the LTIP. Cox Radio
has reserved 2,400,000 shares of Class A Common Stock for issuance under the
LTIP.

Subject to the maximum shares reserved under the LTIP, no individual may
receive a stock option covering more than 300,000 shares of Class A Common Stock
in any year and be granted more than 100,000 shares of Class A Common Stock, in
any combination of performance awards, restricted stock or other stock-based
awards that are subject to performance criteria in any year. The maximum payout
for any individual for a performance award paid in cash is 100% of his or her
base salary as of the beginning of the year of the performance award payment.

The LTIP is to be administered by the Board of Directors or, if the Board
of Directors shall determine, a committee of the Board of Directors. Subject to
the provisions of the LTIP, the Board of Directors is to have sole discretionary
authority to interpret the LTIP and to determine the type of awards to grant,
when, if, and to whom awards are granted, the number of shares covered by each
award and the terms and conditions of the award.

Options granted under the LTIP may be "Incentive Stock Options" ("ISOs"),
within the meaning of Section 422 of the Internal Revenue Code of 1986 (the
"Code"), or Nonqualified Stock Options ("NQSOs"). The exercise price of the
options will be determined by the Board of Directors when the options are
granted, but shall be no less than the Fair Market Value (as defined in the
LTIP) of the Class A Common Stock on the date of grant. In the discretion of the
Board of Directors, the option exercise price may be paid in cash or in shares
of Class A Common Stock having a Fair Market Value on the date of exercise equal
to the option exercise price, or by delivering to Cox Radio a copy of
irrevocable instructions to a stockbroker to

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deliver promptly to Cox Radio an amount of sale or loan proceeds sufficient to
pay the exercise price. There is no current intention to grant ISOs to any LTIP
participant.

The LTIP permits the Board of Directors to grant Class A Common Stock
appreciation rights ("SARs"). An SAR granted as an alternative or a supplement
to a related stock option will entitle its holder to be paid an amount equal to
the Fair Market Value of the Class A Common Stock subject to the SAR on the date
of exercise of the SAR less the exercise price of the related stock option, or
such other price as the Board of Directors may determine under the LTIP for such
stock option. There is no current intention to grant SARs to any LTIP
participant.

Shares of Class A Common Stock covered by a restricted stock award will be
issued to the recipient at the time the award is granted but will be subject to
forfeiture in the event continued employment and/or other restrictions and
conditions established by the Board of Directors at the time the award is
granted are not satisfied. Upon the effective date of the Offerings, UAP units
awarded in 1994 that would have matured in 1998, will be converted into 155,000
restricted shares of Class A Common Stock issued pursuant to the LTIP. These
restricted shares will remain unvested until the end of the original five-year
UAP appreciation period. UAP units awarded in 1996 will be cancelled and
converted to options to acquire Class A Common Stock pursuant to the LTIP.

A performance award or a deferred stock award will provide for the future
payment of cash or the issuance of shares of Class A Common Stock to the
recipient if continued employment or other performance objectives established by
the Board of Directors at the time of grant are attained. The performance
objectives that must be attained to receive any award subject to performance
criteria shall be selected by the Board of Directors and shall be based on
preestablished amounts of annual net income, operating income, cash flow, return
on assets, return on equity, return on capital or total stockholder return.
There is no current intention to grant performance awards or deferred stock
awards to any LTIP participant.

Dividend equivalents may be granted that provide for current or accrued
value of dividends that may be paid in the future. Such dividend equivalents
shall be paid or distributed when accrued or shall be deemed to have been
reinvested in additional shares or awards, or otherwise reinvested. There is no
current intention to grant dividend equivalents to any LTIP participant.

Stock bonus awards, restricted stock awards and performance awards may, in
the discretion of the Board of Directors, be settled in cash, on each date on
which shares of Class A Common Stock covered by the awards would otherwise have
been delivered or become unrestricted, in an amount equal to the Fair Market
Value of such shares on such date.

In general, in the event of a "change in control" and a "qualified
termination:" (i) the performance criteria of all performance awards and
performance-based restricted stock will be deemed fully achieved and all such
awards will become fully earned and vested; (ii) all options and stock
appreciation awards will become fully exercisable and vested; and (iii) the
restrictions, deferral limitations and forfeiture conditions applicable to any
other awards granted under the LTIP will lapse and such awards will become fully
vested. A "change in control" means any transaction that results in CEI's voting
control of Cox Radio falling below 50.1%. In general, a "qualified termination"
means termination of employment for reasons other than "cause," death,
disability, retirement, or the voluntary resignation of a participant without
"good reason" within one year following a change in control.

The LTIP may be amended, suspended or terminated by the Cox Radio Board in
whole or in part at any time, provided that no such amendment, suspension or
termination of the LTIP may adversely affect the rights of or obligations to the
participants without such participants' consent, and any such amendment,
suspension or termination will be subject to the approval of Cox Radio's
stockholders to the extent required by any federal or state law or regulation of
any stock exchange on which Class A Common Stock is listed.

EMPLOYEE STOCK PURCHASE PLAN

Cox Radio will adopt the Cox Radio, Inc. Employee Stock Purchase Plan (the
"Stock Purchase Plan") prior to the consummation of Offerings. The Cox Radio
Board has authorized a maximum of 350,000 shares

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of Class A Common Stock to be issued under the Stock Purchase Plan. The Stock
Purchase Plan is intended to qualify under Section 423 of the Code. Under the
terms of the Stock Purchase Plan, eligible employees may subscribe to purchase
shares of Class A Common Stock in a designated amount (the "Subscription
Amount"). Eligible employees are any employees who are regularly scheduled to
work at least 20 hours per week and who are employed on December 1, 1996. The
price of Class A Common Stock offered to employees will be 85% of the market
value of the Class A Common Stock on the grant date. In order to participate,
employees will authorize Cox Radio to withhold from their monthly pay an amount
equal to one twenty-fifth of the Subscription Amount commencing June 1, 1997. In
no case shall an employee subscribe for more than $25,000 in Class A Common
Stock during the entire subscription period. An employee may elect to withdraw
from the Stock Purchase Plan at any time and may request his or her aggregate
contributions to be paid in cash or in Class A Common Stock. In the event that
the aggregate subscriptions exceed the authorized 350,000 shares, each
participant's subscription will be reduced on a pro rata basis. The Stock
Purchase Plan will be administered by the Board of Directors.

The Stock Purchase Plan may be amended, suspended or terminated by the Cox
Radio Board in whole or in part at any time, provided that no such amendment,
suspension or termination of the Stock Purchase Plan may adversely affect the
rights of or obligations to the participants without such participants' consent
and any such amendment, suspension or termination will be subject to the
approval of Cox Radio's stockholders to the extent required by any federal or
state law or regulation of any stock exchange on which Class A Common Stock is
listed.

RETIREMENT PLANS

Cox Enterprises, Inc. Pension Plan. The Cox Enterprises, Inc. Pension Plan
(the "Plan") is a tax-qualified defined benefit pension plan. The Plan covers
all eligible employees of CEI and any of its affiliates who have adopted the
Plan (including the Cox Radio Named Executive Officers). The Plan is funded
through a tax-exempt trust, into which contributions are made as necessary based
on an actuarial funding analysis.

The Plan provides for the payment of benefits upon retirement, early
retirement, death, disability and termination of employment. Participants become
vested in their benefits under the Plan after completing five years of vesting
service. The Plan benefit is determined under a formula based on a participant's
compensation and years of benefit accrual service. Participants may elect from
several option forms of benefit distribution.

Cox Executive Supplemental Plan. The Cox Executive Supplemental Plan (the
"CESP") is a non-qualified defined benefit pension plan providing supplemental
retirement benefits to certain CEI management employees (including the Cox Radio
Named Executive Officers). The CESP is administered by the Executive Benefit
Committee whose members are appointed by the CEI Board of Directors. Such
committee designates management employees to participate in the CESP.

The CESP monthly benefit formula, payable at normal retirement, is 2.5% of
a participant's average compensation, as calculated in the CESP multiplied by
the participant's years of benefit service credited under the CESP. The normal
retirement benefit will not exceed 50 percent of a participant's average
compensation at retirement. Benefits payable with respect to early retirement
are reduced to reflect an earlier commencement date. Special disability,
termination of employment and death benefits also are provided. All benefits
payable under the CESP are reduced by benefits payable to the participant under
the Plan. Participants may elect from several optional forms of benefit
distributions.

The CESP is not funded currently by CEI. In the future, Cox Radio will make
annual payments to CEI arising from its employees' participation in this plan.
However, all payments of current and future benefits due to Cox Radio employees
will be made from the general funds of CEI.

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The following table provides estimates of annual retirement income benefits
payable to certain executives under the Plan and the CESP:

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL AVERAGE -----------------------------------------------
COMPENSATION 20 OR
(5 YEARS) 5 10 15 MORE
----------------------------------------- -------- --------- --------- ---------
<S> <C> <C> <C> <C>
$150,000................................. $ 18,750 $ 37,500 $ 56,250 $ 75,000
250,000................................. 31,250 62,500 93,750 125,000
350,000................................. 43,750 87,500 131,250 175,000
450,000................................. 56,250 112,500 168,750 225,000
550,000................................. 68,750 137,500 206,250 275,000
650,000................................. 81,250 162,500 243,750 325,000
750,000................................. 93,750 187,500 281,250 375,000
</TABLE>

The Named Executive Officers have been credited with the following years of
benefit service: Mr. Neil, ten years; Mr. Morgan, 12 years; and Mr. Green, six
years.

Following the Offerings, Cox Radio may permit its employees to continue to
participate in the Plan and/or the CESP or Cox Radio may cease such
participation for some or all of its employees or may establish one or more
separate plans for Cox Radio employees.

COMPENSATION OF DIRECTORS

The Directors of Cox Radio currently receive no compensation for serving on
the Cox Radio Board. Cox Radio anticipates that the Directors of Cox Radio who
are not affiliates of CEI will be paid fees and reimbursed for expenses
consistent with industry norms, but the precise amount of such compensation has
not yet been determined.

Cox Radio will adopt the Cox Radio, Inc. Restricted Stock Plan for
Non-Employee Directors (the "Directors Restricted Stock Plan") prior to the
consummation of the Offerings. Pursuant to the Directors Restricted Stock Plan,
Directors who are not employees of Cox Radio or any of its subsidiaries or
affiliates will receive 50% of any annual Cox Radio Board retainer fee in the
form of Class A Common Stock, subject to certain restrictions and forfeitures
prior to the expiration of the period ending five years after the date of the
grant of the award or, if earlier, the date of death or disability in certain
circumstances. The maximum number of shares of Class A Common Stock that may be
granted pursuant to restricted stock awards under the Directors Restricted Stock
Plan is 25,000. The Directors of Cox Radio who are employees of Cox Radio do not
receive any compensation for serving on the Cox Radio Board.

COMMITTEES OF DIRECTORS

The Company will form the Audit Committee and the Executive Committee of
the Cox Radio Board.

CEI COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION

For the fiscal year ended December 31, 1995, the Compensation Committee of
CEI, which consists of Ben F. Love, Barbara Cox Anthony and Anne Cox Chambers,
determined the compensation of the executive officers of Cox Radio.

Of the 202,644,870 shares of CEI common stock outstanding, Barbara Cox
Anthony, as trustee of the Anne Cox Chambers Atlanta Trust, exercises beneficial
ownership over 58,316,422 shares (28.8%), Anne Cox Chambers, as the trustee of
the Barbara Cox Anthony Atlanta Trust, exercises beneficial ownership over 58,
316,422 shares (28.8%) and Barbara Cox Anthony, Anne Cox Chambers and Marion H.
Allen, III, as trustees of the Dayton Cox Trust A, exercise beneficial ownership
over 82,745,685 shares (40.8%). Thus, Barbara Cox Anthony and Anne Cox Chambers,
who are sisters, together exercise sole or shared beneficial

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<PAGE> 94

ownership over 199,378,529 shares (98.4%) of the common stock of CEI. In
addition, Garner Anthony, the husband of Barbara Cox Anthony, holds beneficially
and of record 14,578 shares of common stock of CEI. Barbara Cox Anthony and Anne
Cox Chambers are the mother and aunt, respectively, of James C. Kennedy, the
Chairman of the Board of Directors and Chief Executive Officer of CEI and a
Director of Cox Radio.

Cox Radio is currently an indirect, wholly-owned subsidiary of CEI. As of
June 30, 1996, the indirect, wholly-owned subsidiaries of CEI through which the
U.S. radio operations of CEI are conducted (the "CEI Radio Subsidiaries") owed
to CEI and one of its other subsidiaries $137.9 million. As of June 30, 1996,
CEI, through subsidiaries, contributed $33.4 million to the capital of certain
of the CEI Radio Subsidiaries. The remaining $104.5 million owed by the CEI
Radio Subsidiaries to CEI is evidenced by the CEI Notes which bear interest at
the prime rate (as reported by Chase Manhattan Bank, N.A.) plus 1.5%. Prior to
the consummation of the Offerings, CEI or one of its subsidiaries will loan to
Cox Radio an additional $2.6 million to fund the Louisville Acquisition which
will be evidenced by an additional CEI Note causing the total principal amount
of the CEI Notes to be approximately $107.1 million. Immediately prior to the
consummation of the Offerings, the Cox Radio Consolidation will be effected
through the transfer to Cox Radio of all of CEI's U.S. radio operations and Cox
Radio and its subsidiaries will be indebted to CEI under the CEI Notes. In
connection with the Cox Radio Consolidation, the common stock in Cox Radio
currently held by an indirect subsidiary of CEI will be converted into
19,577,672 shares of Class B Common Stock. Cox Radio will apply approximately
$107.1 million of the net proceeds of the Offerings to discharge completely all
amounts owed under the CEI Notes. See "Use of Proceeds."

Cox Radio has entered into a revolving credit facility with CEI (the "New
CEI Credit Facility"). Borrowings under the New CEI Credit Facility will not
bear interest until the consummation of the Offerings. All interest accrued and
principal owed under the New CEI Credit Facility immediately prior to the
consummation of the Offerings will be contributed by CEI to Cox Radio. Upon
consummation of the Offerings, all existing and future borrowings under the New
CEI Credit Facility will accrue interest at the prime rate (as reported by Chase
Manhattan Bank, N.A.) plus 1.5%.

Immediately prior to the consummation of the Offerings, Cox Radio will
declare a dividend in the amount of any account receivable from CEI or any of
its affiliates.

CEI performs, and after the Offerings will continue to perform, day-to-day
cash management services for Cox Radio, whereby the bank sends daily
notification of Cox Radio's checks presented for payment and CEI transfers funds
from other sources to cover Cox Radio's checks presented for payment.
Settlements of debit or credit balances between Cox Radio and CEI occur monthly
at market interest rates. Certain other management services have been and will
continue to be provided to Cox Radio by CEI. Such services include rent, legal,
corporate secretarial, tax, treasury, internal audit, risk management, benefits
administration and other support services. Cox Radio was allocated expenses for
the years ended December 31, 1993, 1994 and 1995 of $1.6 million, $1.8 million,
and $2.2 million, respectively, for such services. Allocated expenses are based
on CEI's estimate of expenses related to the services provided to Cox Radio in
relation to those provided to other divisions of CEI. Rent and occupancy expense
is allocated based on occupied space. Management believes that these allocations
are made on a reasonable basis. However, the allocations are not necessarily
indicative of the level of expenses that might have been incurred had Cox Radio
operated on a stand-alone basis. Management has not made a study or any attempt
to obtain quotes from third parties to determine what the cost of obtaining such
services from third parties could have been. The fees and expenses to be paid by
Cox Radio to CEI are subject to change.

Cox Broadcasting has provided a guaranty of Cox Radio's payment obligations
to NewCity in connection with the NewCity Acquisition. See "The NewCity
Acquisition -- The Guaranty."

Prior to the Offerings, Cox Radio will enter into leases with subsidiaries
of CEI with respect to studio and tower site properties in Atlanta and Dayton
that are used for Cox Radio's radio operations and CEI's television

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<PAGE> 95

operations in those markets. It is anticipated that these leases will have three
year terms and the annual rental cost in the aggregate will be less than $0.5
million.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

All information required to be disclosed under this caption is set forth
above in "Management -- CEI Compensation Committee Interlock and Insider
Participation."

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<PAGE> 96

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table provides information as of the date of this Prospectus
as adjusted to reflect the effect of the Cox Radio Consolidation and as adjusted
to reflect the shares of Class A Common Stock to be sold in the Offerings with
respect to the shares of Class A Common Stock and Class B Common Stock
beneficially owned by (i) each person known by Cox Radio to own more than 5% of
the outstanding voting securities of Cox Radio; (ii) each of the Directors;
(iii) each of the Named Executive Officers; and (iv) all Directors and officers
as a group:

<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK PERCENT OF VOTE
--------------------------------------------- -------------------------------------------- OF ALL CLASSES OF
PERCENT OF CLASS PERCENT OF CLASS COMMON STOCK
NAME OF ----------------------- -------------------- -----------------------
BENEFICIAL BEFORE AFTER BEFORE AFTER BEFORE AFTER BEFORE AFTER BEFORE AFTER
OWNER OFFERINGS OFFERINGS OFFERINGS OFFERINGS(4) OFFERINGS OFFERINGS OFFERINGS OFFERINGS OFFERINGS OFFERINGS(4)
- ------------ --------- --------- --------- ------------ ---------- ---------- --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cox
Enterprises,
Inc.(1)(2)(3) -- -- --% --% 19,577,672 19,577,672 100% 100.0% 100.0% 96.2%
Nicholas D.
Trigony... -- -- -- -- -- -- -- -- -- --
Robert F.
Neil...... -- 36,671 -- * -- -- -- -- -- *
Marc W.
Morgan.... -- 20,623 -- * -- -- -- -- -- *
Robert B.
Green..... -- 14,896 -- * -- -- -- -- -- *
James C.
Kennedy... -- -- -- -- -- -- -- -- -- --
David E.
Easterly... -- -- -- -- -- -- -- -- -- --
All
directors
and
officers
as a group
(six
persons,
including
those
named
above).... -- 72,190 --% * -- -- 100% 100% -- *
</TABLE>

The following table provides information regarding the beneficial ownership
of the common stock of CEI by (i) each person known by Cox Radio to own more
than 5% of the outstanding voting securities of Cox Radio; (ii) each of the
Directors; (iii) each of the Named Executive Officers; and (iv) all Directors
and officers as a group:

<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NAME OF CEI
BENEFICIAL OWNER COMMON STOCK OWNED
-------------------------------------------------------------- ----------------------
<S> <C>
Cox Enterprises, Inc.(1)(2)(3)................................ --
Nicholas D. Trigony........................................... 24,374
Robert F. Neil................................................ 3,068
Marc W. Morgan................................................ 4,350
Robert B. Green............................................... --
James C. Kennedy.............................................. --
David E. Easterly............................................. 111,049
----------
All directors and officers as a group (six persons, including
those named above).......................................... 142,841
========================
</TABLE>

- ---------------

* Less than 1%

(1) The business address for CEI is 1400 Lake Hearn Drive, N.E., Atlanta,
Georgia 30319.

(2) All the shares of Common Stock of Cox Radio that are beneficially owned by
CEI are held of record by Cox Broadcasting. All the shares of outstanding
capital stock of Cox Broadcasting are beneficially owned by Cox Holdings,
Inc., and all of the shares of outstanding capital stock of Cox Holdings,
Inc. are beneficially owned by CEI. The beneficial ownership of the
outstanding capital stock of CEI is described in footnote (3) below.

(3) There are 202,644,870 shares of common stock of CEI outstanding, with
respect to which (i) Barbara Cox Anthony, as trustee of the Anne Cox
Chambers Atlanta Trust, exercises beneficial ownership over 58,316,422
shares (28.8%); (ii) Anne Cox Chambers, as trustee of the Barbara Cox
Anthony Atlanta Trust, exercises beneficial ownership over 58,316,422 shares
(28.8%); (iii) Barbara Cox Anthony, Anne Cox Chambers and Marion H. Allen,
III, as trustees of the Dayton Cox Trust A, exercise beneficial ownership
over 82,745,685 shares (40.8%); and (iv) 226 individuals and trusts exercise
beneficial ownership over the remaining 3,266,341 shares (1.6%). Thus,
Barbara Cox Anthony and Anne Cox Chambers, who are sisters, together
exercise sole or shared beneficial ownership over 199,378,529 shares (98.4%)
of the common stock of CEI. In addition, Garner Anthony, the husband of
Barbara Cox Anthony, holds beneficially and of record 14,578 shares of
common stock of CEI. Barbara Cox Anthony disclaims beneficial ownership of
such shares. Barbara Cox Anthony and Anne Cox Chambers are the mother and
aunt, respectively, of James C. Kennedy, the Chairman of the Board of
Directors and Chief Executive Officer of CEI and a Director of Cox Radio.

(4) Includes 155,000 shares of restricted Class A Common Stock to be issued to
management at the effective time of the Offerings pursuant to Cox Radio's
Long-Term Incentive Plan.

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<PAGE> 97

DESCRIPTION OF CAPITAL STOCK

The following summary description of the capital stock of Cox Radio is
qualified by reference to the Cox Radio Certificate and Cox Radio's Bylaws,
which are filed as exhibits to the Registration Statement of which this
Prospectus is a part and are incorporated herein by reference.

Cox Radio's authorized capital stock consists of: (i) 70,000,000 shares of
Class A Common Stock, $1.00 par value per share; (ii) 45,000,000 shares of Class
B Common Stock, $1.00 par value per share; and (iii) 5,000,000 shares of
Preferred Stock, $1.00 par value per share (the "Preferred Stock").

RESTRICTIONS ON PURPOSE OF THE COMPANY

The Cox Radio Certificate restricts the purpose of the Company to (i)
engaging in the business of radio broadcasting within the United States, (ii)
purchasing or otherwise acquiring (for cash, property, notes, stock or bonds of
the Company) assets used or useful in the radio broadcasting business, (iii)
selling, assigning, transferring or purchasing the assets or stock of radio
stations, businesses or properties within the United States, and (iv)
undertaking any other activity in connection with (i) through (iii) above.

COMMON STOCK

General. Except with respect to voting and conversion, shares of Class A
Common Stock and Class B Common Stock are identical in all respects. Holders of
shares of Class A Common stock are entitled to one vote per share, and holders
of shares of Class B Common Stock are entitled to ten votes per share.

Voting. Except as set forth below, all actions submitted to a vote of Cox
Radio's stockholders are voted on by holders of Class A Common Stock and Class B
Common Stock voting together as a single class. The affirmative vote of the
holders of a majority of the outstanding shares of Class A Common Stock and/or
Class B Common Stock voting separately as a class is required (i) to approve any
amendment to the Cox Radio Certificate that would alter or change the powers,
preferences, or special rights of such class so as to affect the holders of such
class adversely and (ii) to approve such other matters as may require a class
vote under the Delaware General Corporation Law (the "DGCL").

Dividends and Other Distributions (Including Distributions upon Liquidation
or Sale of Cox Radio). Each share of Class A Common Stock and Class B Common
Stock is equal in respect of dividends and other distributions in cash, stock or
property (including distributions upon liquidation of Cox Radio and
consideration to be received upon a sale or conveyance of all or substantially
all of Cox Radio's assets); except that in the case of dividends or other
distributions payable on the Class A Common Stock or Class B Common Stock in
shares of such stock, including distributions pursuant to stock splits or
dividends, only Class A Common Stock will be distributed with respect to Class A
Common Stock and only Class B Common Stock will be distributed with respect to
Class B Common Stock. In no event will any of the Class A Common Stock or Class
B Common Stock be split, divided or combined unless each other class is
proportionately split, divided or combined.

Convertibility of Class B Common Stock into Class A Common Stock. All of
the Class B Common Stock outstanding currently is held by CEI. The Class B
Common Stock is convertible at any time, or from time to time, at the option of
the holder of such Class B Common Stock, and without cost to such holder (except
any transfer taxes that may be payable, as in the case of any transfer of Class
A Common Stock, if certificates are to be issued in a name other than that in
which the certificate surrendered is registered), into Class A Common Stock on a
share-for-share basis.

In the event of any such conversion of Class B Common Stock, certificates
formerly representing outstanding shares of Class B Common Stock will thereafter
be deemed to represent a like number of shares of Class A Common Stock.

In addition to conversions into Class A Common Stock as described above, a
record or beneficial owner of shares of Class B Common Stock may transfer such
shares of Class B Common Stock (whether by sale, assignment, gift, bequest,
appointment or otherwise) to any transferee.

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<PAGE> 98

Preemptive Rights. Neither the Class A Common Stock nor the Class B Common
Stock carry any preemptive rights enabling a holder to subscribe for or receive
shares of stock of Cox Radio of any class or any other securities convertible
into shares of stock of Cox Radio. The Cox Radio Board possesses the power to
issue shares of authorized but unissued Class A Common Stock, Class B Common
Stock and Preferred Stock without further stockholder action.

Liquidation, Dissolution or Winding Up. In the event of any liquidation,
dissolution or winding up of Cox Radio, whether voluntarily or involuntarily,
after payment or provision for payment of the debts and other liabilities of Cox
Radio and the preferential amounts to which the holders of any stock ranking
prior to the Class A Common Stock and the Class B Common Stock in the
distribution of assets shall be entitled upon liquidation, the holders of the
Class A Common Stock and the Class B Common Stock shall be entitled to share pro
rata in the remaining assets of Cox Radio according to their respective
interests.

Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Class A Common Stock is First Chicago Trust Company of New York.

PREFERRED STOCK

Shares of preferred stock may be issued by Cox Radio from time to time in
one or more series. Except as may be provided by the Cox Radio Board in a
certificate of designation or by law, shares of any series of Preferred Stock
that have been redeemed (whether through the operation of a sinking fund or
otherwise) or purchased by Cox Radio or which, if convertible or exchangeable,
have been converted into or exchanged for shares of stock of any other class or
classes shall be retired and shall not be reissued. The Cox Radio Board is
authorized to fix or alter the designations and powers, preferences and
relative, participating, optional or other rights, if any, and qualifications,
limitations or restrictions thereof, including, without limitation, the dividend
rate (and whether dividends are cumulative), conversion rights, if any, voting
rights, rights and terms of redemption (including sinking fund provisions, if
any), redemption price and liquidation preferences of any wholly unissued series
of preferred stock, and the number of shares constituting any such series and
the designation thereof, or any of them, and to increase or decrease the number
of shares of any series subsequent to the issue of shares of that series, but
not below the number of shares of such series then outstanding.

ANTI-TAKEOVER PROVISIONS

Elimination of Stockholder's Power to Call Special Stockholders Meeting and
Right to Act Without a Meeting. The Cox Radio Certificate provides that a
special meeting of stockholders may be called only by the Cox Radio Board. The
principal effect of this provision is to prevent stockholders from forcing a
special meeting to consider a proposal by the Cox Radio Board. In addition, the
Cox Radio Certificate 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 of the Company 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 SEC, will be required to send each stockholder entitled to vote on the
matter acted 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.

Procedures for Stockholder Proposals. The Cox Radio Certificate provides
that a stockholder must furnish written notice to the Secretary of Cox Radio 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 Cox Radio, 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

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<PAGE> 99

minute attempts by any stockholder to nominate a director or present a business
proposal at an annual stockholders meeting, even if such a nomination or
proposal might be desired by a majority of the stockholders.

Amendment of Charter Provisions. The Cox Radio Certificate provides that
any alteration, amendment, repeal or rescission of the provisions contained in
the Cox Radio Certificate must be approved by a majority of the Directors of Cox
Radio then in office and by the affirmative vote of the holders of voting stock
representing a majority of the voting power of all voting stock of the Company.

LIMITATION OF DIRECTOR LIABILITY

The Cox Radio Certificate limits the liability of directors of the Company
to the Company and its stockholders to the fullest extent permitted by Delaware
law. Specifically, a director of the Company will not be personally liable for
monetary damages for breach of the director's fiduciary duty as a director,
except for liability (i) for a breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions by a director not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for liability arising under Section 174 of the DGCL (relating to the
declaration of dividends and purchase of redemption of shares in violation of
the DGCL), or (iv) for any transaction from which the director derived an
improper personal benefit. The Company believes that these provisions will
assist the Company in attracting and retaining qualified individuals to serve as
directors. In addition, these provisions do not limit the rights of the Company
or its stockholders, in appropriate circumstances, to seek equitable remedies
such as injunctive or other forms of non-monetary relief. Such remedies may not
be effective in all cases.

Insofar as indemnification for liabilities arising under the Securities
Act, may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

SECTION 203 OF THE DGCL

Section 203 of the DGCL prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless: (i) prior to such date, the
transaction is approved by the Board of Directors of the corporation; (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
outstanding voting stock; or (iii) on or after such date, the business
combination is approved by the Board of Directors of the corporation and by
affirmative vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the interested stockholder. A "business combination" includes
mergers, asset sales and certain other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person who,
together with affiliates and associates, owns (or within three years, did own)
15% or more of the corporation's voting stock. Corporations, pursuant to a
provision in their certificate of incorporation, may choose not to be governed
by Section 203 of the DGCL. The Company has elected, pursuant to a provision in
the Cox Radio Certificate, not to be governed by Section 203 of the DGCL.

FOREIGN OWNERSHIP

The Cox Radio Certificate restricts the ownership, voting and transfer of
the Company's capital stock, including the Class A Common Stock and the Class B
Common stock, in accordance with the Communications Act and the rules of the
FCC, to prohibit ownership of more than 25% of the Company's outstanding capital
stock (or more than 25% of the voting rights it represents) by or for the
account of aliens or corporations otherwise subject to domination or control by
aliens. The Cox Radio Certificate also prohibits any transfer of the Company's
capital stock that would cause the Company to violate this prohibition. In
addition, the Cox Radio Certificate authorizes the Cox Radio Board to adopt such
provisions as it deems necessary to enforce these prohibitions, including the
inclusion of a legend regarding restrictions on foreign ownership of the capital
stock of the Company on the certificates representing such capital stock. The
Company's Class A

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<PAGE> 100

Common Stock certificates contain a certification that must be executed by the
transferee of any such certificate before transfers of the shares represented
thereby may be made on the books of the Company. Such certification addresses
whether such transferee, or any person or entity for whose account such shares
will be held, is an alien. In addition, the Cox Radio Certificate provides that
the Company reserves the right to refuse to honor any transfer of the capital
stock of the Company which, in the judgment of the Company or its transfer
agent, would or might constitute a violation of the Communications Act or the
FCC rules and regulations.

DESCRIPTION OF INDEBTEDNESS

The summaries contained herein of the material provisions of certain
indebtedness of Cox Radio do not purport to be complete and are qualified by
reference to the provisions of the various agreements related thereto, which are
filed as exhibits to the Registration Statement of which this Prospectus is a
part and to which exhibits reference is hereby made.

CEI INDEBTEDNESS

The CEI Radio Subsidiaries have entered into the CEI Notes, which bear
interest at the prime rate (as reported by Chase Manhattan Bank, N.A.) plus
1.5%. In addition, Cox Radio has entered into the New CEI Credit Facility.
Borrowings under the New CEI Credit Facility currently bear no interest. All
interest accrued and principal owed under the New CEI Credit Facility
immediately prior to the consummation of the Offerings will be contributed by
CEI to Cox Radio. Upon consummation of the Offerings, all existing and future
borrowings under the New CEI Credit Facility will accrue interest at the prime
rate (as reported by Chase Manhattan Bank, N.A.) plus 1.5%. See "Certain
Relationships and Related Transactions." Upon the consummation of the Offerings,
Cox Radio will use $107.1 million of the net proceeds of the Offerings to
completely discharge all amounts owed under the CEI Notes.

NEWCITY NOTES

Pursuant to the NewCity Acquisition, Cox Radio will assume certain
indebtedness of NewCity, including NewCity's obligations under an indenture with
Shawmut Bank Connecticut, dated November 2, 1993 (the "Indenture") which governs
the terms and conditions of the NewCity Notes. The NewCity Notes are general
unsecured obligations of NewCity and are subordinated to all existing and future
senior indebtedness of NewCity. The NewCity Notes are redeemable at the option
of NewCity, in whole or in part, at any time on or after November 1, 1998, at an
initial redemption price of 104.266% of the principal amount, plus accrued and
unpaid interest through the date of redemption. The NewCity Acquisition will
trigger an obligation on the part of NewCity to offer to repurchase such NewCity
Notes at 101% of the principal amount thereof plus accrued and unpaid interest
to the date of any such repurchase. Because the NewCity Notes since the
announcement of the acquisition of NewCity by Cox Radio have consistently traded
at prices in excess of 101% of the principal amount thereof, Cox Radio does not
expect any holders of NewCity Notes to accept the repurchase offer. If NewCity
is required to repurchase any of the NewCity Notes, the Company expects to fund
such repurchase through debt financing, including bank financing.

The Indenture contains certain covenants that, among other things, limit
the ability of NewCity and its subsidiaries to incur additional indebtedness,
pay dividends and make other restricted payments, issue or sell common stock of
its subsidiaries, enter into sale and leaseback transactions, create liens, or
engage in mergers, consolidations and asset sales. Following consummation of the
NewCity Acquisition, the NewCity Notes will be obligations of NewCity as a
wholly-owned subsidiary of the Company. Accordingly, the covenants in the
Indenture which affect subsidiaries will only limit the actions of NewCity and
its subsidiaries and not Cox Radio or the other subsidiaries of the Company.

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SHARES ELIGIBLE FOR FUTURE SALE

The Company, its directors, CEI and certain officers of the Company, who
will directly or indirectly own 19,577,672 shares of Class B Common Stock,
155,000 shares of restricted Class A Common Stock and options to purchase
760,000 shares of Class A Common Stock upon completion of the Offerings, have
agreed not to, directly or indirectly, offer for sale, sell or otherwise dispose
of, or announce the offering of, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for shares of Common Stock for a
period of 180 days after the date of this Prospectus without the prior written
consent of Lehman Brothers Inc.

In general, under Rule 144 as currently in effect, a stockholder, including
an Affiliate, who has beneficially owned his or her restricted securities (as
that term is defined in Rule 144) for at least two years from the later of the
date such securities were acquired from the Company or (if applicable) the date
they were acquired from an Affiliate is entitled to sell, within any three-month
period, a number of such shares that does not exceed the greater of 1% of the
then outstanding shares of Class A Common Stock or the average weekly trading
volume in the Class A Common Stock during the four calendar weeks preceding the
date on which notice of such sale was filed under Rule 144, provided certain
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied. In addition, under Rule 144(k), if a period of at
least three years has elapsed between the later of the date restricted
securities were acquired from the Company or (if applicable) the date they were
acquired from an Affiliate of the Company, a stockholder who is not an Affiliate
of the Company at the time of sale and has not been an Affiliate of the Company
for at least three months prior to the sale is entitled to sell the shares
immediately without compliance with the foregoing requirements under Rule 144.

The Company intends to file registration statements on Form S-8 under the
Securities Act immediately following the consummation of the Offerings to
register all shares of Class A Common Stock issuable under the LTIP and the
Stock Purchase Plan. The registration statements are expected to be filed on or
shortly after the effective date of the Registration Statement of which this
Prospectus is a part and will be effective upon filing. Shares issued upon the
exercise of stock options after the effective date of the Form S-8 registration
statements will be eligible for resale in the public market without restriction,
subject to Rule 144 limitations applicable to Affiliates and the lock-up
agreements noted above.

Prior to the Offerings, there has been no public market for the Class A
Common Stock. No prediction can be made as to the effect, if any, that market
sales of shares of Common Stock or the availability of shares for sale will have
on the market price of the Class A Common Stock prevailing from time to time.
Nevertheless, sales of significant numbers of shares of Common Stock in the
public market could adversely affect the market price of the Class A Common
Stock and could impair the Company's ability to raise capital through an
offering of its equity securities. See "Shares Eligible for Future Sale" and
"Underwriting."

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UNDERWRITING

Under the terms of and subject to the conditions contained in the U.S.
Underwriting Agreement, the form of which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, the underwriters
(the "U.S. Underwriters"), for whom Lehman Brothers Inc., Allen & Company
Incorporated, CS First Boston Corporation and Morgan Stanley & Co. Incorporated
are acting as representatives (the "Representatives"), have severally agreed to
purchase from Cox Radio, and Cox Radio has agreed to sell to each U.S.
Underwriter, the aggregate number of shares of Class A Common Stock set forth
opposite the name of such U.S. Underwriter below:

<TABLE>
<CAPTION>
U.S. UNDERWRITERS NUMBER OF SHARES
--------------------------------------------------------------------- ----------------
<S> <C>
Lehman Brothers Inc..................................................
Allen & Company Incorporated.........................................
CS First Boston Corporation..........................................
Morgan Stanley & Co. Incorporated....................................

Total......................................................
</TABLE>

Under the terms of and subject to the conditions contained in the
International Underwriting Agreement, the form of which is filed as an exhibit
to the Registration Statement of which this Prospectus forms a part, the
international managers (the "International Managers"), for whom Lehman Brothers
International (Europe), Allen & Company Incorporated, CS First Boston Limited
and Morgan Stanley & Co. International Limited are acting as lead managers (the
"Lead Managers"), have severally agreed to purchase from Cox Radio, and Cox
Radio has agreed to sell to each International Manager, the aggregate number of
shares of Class A Common Stock set forth opposite the name of such Manager
below:

<TABLE>
<CAPTION>
INTERNATIONAL MANAGERS NUMBER OF SHARES
--------------------------------------------------------------------- ----------------
<S> <C>
Lehman Brothers International (Europe)...............................
Allen & Company Incorporated.........................................
CS First Boston Limited..............................................
Morgan Stanley & Co. International Limited...........................
Total......................................................
</TABLE>

The U.S. Underwriting Agreement and the International Underwriting
Agreement (collectively, the "Underwriting Agreements") provide that the
obligations of the U.S. Underwriters and the International Managers,
respectively, to purchase shares of Class A Common Stock are subject to the
approval of certain legal matters by counsel and to certain other conditions and
that, if any of the shares of Class A Common Stock are purchased by the U.S.
Underwriters pursuant to the U.S. Underwriting Agreement or by the

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<PAGE> 103

International Managers pursuant to the International Underwriting Agreement, all
the shares of Class A Common Stock agreed to be purchased by the U.S.
Underwriters or the International Managers, as the case may be, pursuant to
their respective Underwriting Agreements must be so purchased. The initial
public offering price and underwriting discounts and commissions for each of the
U.S. Offering and the International Offering are identical. The closing of each
of the U.S. Offering and the International Offering is conditioned upon the
closing of the other.

Cox Radio has been advised by the Representatives and the Lead Managers
that the U.S. Underwriters and the International Managers propose to offer part
of the shares to the public at the public offering price set forth on the cover
page hereof and part to certain dealers at a price that represents a concession
not in excess of $ per share under the public offering price (the "selling
concession"). The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $ per share to certain other Underwriters, or to
certain other brokers or dealers. After the initial offering to the public, the
offering price and other selling terms may be changed by the Representatives and
the Lead Managers.

Cox Radio has granted to the U.S. Underwriters and the International
Managers an option to purchase up to an additional 900,000 shares and 225,000
shares of Class A Common Stock, respectively, exercisable solely to cover
over-allotments, at the initial offering price to the public, less the
underwriting discounts and commissions, shown on the cover page of this
Prospectus. Any or all of such options may be exercised at any time until 30
days after the date of the U.S. Underwriting Agreement and the International
Underwriting Agreement, as the case may be. To the extent that an option is
exercised, each U.S. Underwriter or International Manager, as the case may be,
will be committed, subject to certain conditions, to purchase a number of the
additional shares of Class A Common Stock proportionate to such Underwriter's
initial commitment as indicated in the preceding tables.

The U.S. Underwriters and the International Managers have entered into an
Agreement Between U.S. Underwriters and International Managers (the "Agreement
Between") pursuant to which each U.S. Underwriter has agreed that, as part of
the distribution of the shares of Class A Common Stock offered in the United
States and Canada, (a) it is not purchasing any of such shares for the account
of anyone other than a U.S. or Canadian Person (as defined below) and (b) it has
not offered or sold, and will not offer, sell, resell or deliver, directly or
indirectly, any of such shares or distribute any prospectus relating to such
shares to anyone other than a U.S. or Canadian Person. In addition, pursuant to
the Agreement Between, each International Manager has agreed that, as part of
the distribution of the shares of Class A Common Stock offered outside the
United States and Canada, (a) it is not purchasing any of such shares for the
account of any U.S. or Canadian Person and (b) it has not offered or sold, and
will not offer, sell, resell or deliver, directly or indirectly, any of such
shares or distribute any prospectus relating to such shares to any U.S. or
Canadian Person.

The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the Underwriting Agreements and the
Agreement Between, including (i) certain purchases and sales between the U.S.
Underwriters and the International Managers; (ii) certain offers, sales,
resales, deliveries or distributions to or through investment advisors or other
persons exercising investment discretion; (iii) purchases, offers or sales by a
U.S. Underwriter who is also acting as an International Manager for the account
of a Person other than a U.S. or Canadian Person and by an International Manager
who is also acting as a U.S. Underwriter for the account of a U.S. or Canadian
Person; and (iv) other transactions specifically approved by the U.S.
Underwriters and International Managers. As used herein, "U.S. or Canadian
Person" means any resident or citizen of the United States or Canada, any
corporation, partnership or other entity created or organized in or under the
laws of the United States or Canada or any political subdivision thereof or any
estate or trust the income of which is subject to United States federal income
taxation or Canadian income taxation regardless of the source (other than the
foreign branch of any U.S. or Canadian Person), and includes any United States
or Canadian branch of a person other than a U.S. or Canadian Person. The term
"United States" means the United States of America (including the states thereof
and the District of Columbia) and its territories, its possessions and other
areas subject to its jurisdiction and the term "Canada" means Canada, its
provinces, territories, possessions and other areas subject to its jurisdiction.

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<PAGE> 104

Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Managers of such number of shares of Class A
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the public offering price as then in effect for Class A Common Stock being sold
by the U.S. Underwriters and International Managers, less an amount not greater
than the selling concession unless otherwise determined by mutual agreement. To
the extent that there are sales pursuant to the Agreement Between, the number of
shares initially available for sale by the U.S. Underwriters or by the
International Managers may be more or less than the amount specified on the
cover page of this Prospectus.

The Representatives and the Lead Managers have informed the Company that
the Underwriters do not intend to confirm sales to accounts over which they
exercise discretionary authority.

This Prospectus is not, and under no circumstances is to be construed as,
an advertisement or a public offering of the Class A Common Stock in Canada or
any province or territory thereof. Any offer or sale of the shares of Class A
Common Stock in Canada may only be made pursuant to an exemption from the
requirement to file a prospectus in the province or territory of Canada in which
such offer or sale is made.

Each International Manager has represented and agreed that (i) it has not
offered or sold and prior to the date six months after the date of issue of the
shares of Class A Common Stock will not offer or sell any shares of Class A
Common Stock to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 (the "1986 Act")
with respect to anything done by it in relation to the shares of Class A Common
Stock in, from or otherwise involving the United Kingdom; and (iii) it has only
issued or passed on, and will only issue and pass on to any person in the United
Kingdom, any investment advertisement (within the meaning of the 1986 Act)
relating to the shares of Class A Common Stock if that person falls within
Article 11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1995.

No action has been taken or will be taken in any jurisdiction by Cox Radio
or the International Managers that would permit a public offering of the shares
offered pursuant to the Offerings in any jurisdiction where action for that
purpose is required, other than the United States. Persons into whose possession
this Prospectus comes are required by Cox Radio and the International Managers
to inform themselves about, and to observe any restrictions as to, the offering
of the shares offered pursuant to the Offerings and the distribution of this
Prospectus.

Purchasers of the shares of Class A Common Stock offered hereby may be
required to pay stamp taxes and other charges in accordance with the laws and
practices of the country of purchase in addition to the offering price set forth
on the cover page hereof.

Cox Radio has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act. The Company has
agreed to reimburse certain expenses of the Underwriters.

At the request of Cox Radio, the Underwriters will reserve up to 250,000
shares of Class A Common Stock (approximately 3.3% of the Offerings assuming the
Underwriters' over-allotment option is not exercised) for sale at the initial
public offering price to certain of Cox Radio's employees and certain other
persons. The number of shares available for sale to the general public will be
reduced to the extent such individuals purchase such reserved shares. Any
reserved shares of Class A Common Stock that are not so purchased by such
persons at the closing of the Offerings will be offered to the general public on
the same terms as the other shares of Class A Common Stock offered by this
Prospectus.

Application has been made for listing of the Class A Common Stock on the
NYSE. In order to meet one of the requirements for listing of the Class A Common
Stock on the NYSE, the Underwriters have agreed to sell lots of 100 or more
shares to a minimum of 2,000 beneficial holders.

Cox Radio, its Directors, CEI and certain officers of Cox Radio, subject to
certain exceptions, have agreed not to, directly or indirectly, offer for sale,
sell or otherwise dispose of or announce the offering of, any

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<PAGE> 105

shares of Class A Common Stock or any securities convertible into or exercisable
or exchangeable for Class A Common Stock for a period of 180 days after the date
of this Prospectus without the prior written consent of Lehman Brothers Inc.

The Underwriters have from time to time rendered investment banking and
financial advisory services to CEI, its subsidiaries and its affiliates for
which they have received customary fees.

DETERMINATION OF THE OFFERING PRICE

Prior to the Offerings, there has been no public market for the Class A
Common Stock. The initial public offering price for the Class A Common Stock
will be determined by negotiations among the Company, the Representatives and
the Lead Managers. Among the factors considered in such negotiations will be
prevailing market conditions, the market values of publicly traded companies
that the Underwriters believed to be somewhat comparable to the Company, the
demand for the Class A Common Stock and for similar securities of companies
comparable to Cox Radio, the current state of Cox Radio's development and other
factors deemed relevant. There can, however, be no assurance that the prices at
which the Class A Common Stock will sell in the public market after the
Offerings will not be lower than the price at which it will be sold in the
Offerings.

CERTAIN UNITED STATES TAX CONSEQUENCES TO
NON-UNITED STATES HOLDERS OF CLASS A COMMON STOCK

The following is a general discussion of certain United States federal
income and estate and gift tax consequences of the ownership and sale or other
disposition of Class A Common Stock by a holder that, for United States federal
income tax purposes, is not a "United States person" (a "Non-United States
Holder"). For purposes of this discussion, a "United States person" means a
citizen or resident (as determined for U.S. federal income tax purposes) of the
United States; a corporation created or organized in the United States or under
the laws of the United States or of any political subdivision thereof; or a
person or entity the income of which is includible in gross income for United
States federal income tax purposes regardless of its source. Resident alien
individuals will be subject to United States federal income tax with respect to
the Class A Common Stock as if they were United States citizens.

THIS DISCUSSION IS BASED ON THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), AND THE ADMINISTRATIVE INTERPRETATIONS AS OF THE DATE HEREOF, ALL
OF WHICH MAY BE CHANGED EITHER RETROACTIVELY OR PROSPECTIVELY. THIS DISCUSSION
IS FOR GENERAL INFORMATION ONLY, DOES NOT CONSIDER ANY SPECIFIC FACTS OR
CIRCUMSTANCES THAT MAY APPLY TO A PARTICULAR NON-UNITED STATES HOLDER AND DOES
NOT ADDRESS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, MUNICIPALITY, FOREIGN
COUNTRY OR OTHER TAXING JURISDICTION. PROSPECTIVE INVESTORS ARE URGED TO CONSULT
THEIR TAX ADVISORS REGARDING THE UNITED STATES FEDERAL TAX CONSEQUENCES OF
OWNING AND DISPOSING OF CLASS A COMMON STOCK (INCLUDING THE INVESTOR'S STATUS AS
A UNITED STATES PERSON OR NON-UNITED STATES HOLDER), AS WELL AS ANY TAX
CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY STATE, MUNICIPALITY, FOREIGN
COUNTRY OR OTHER TAXING JURISDICTION.

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<PAGE> 106

DIVIDENDS

Dividends paid to a Non-United States Holder will generally be subject to
the withholding of United States federal income tax at the rate of 30%, unless
the dividend is effectively connected with the conduct of a trade or business
(or, if an income tax treaty applies, is attributable to a "permanent
establishment", as defined therein) within the United States of the Non-United
States Holder, in which case the dividend will be subject to the rules described
in the next paragraph. Non-United States Holders should consult any applicable
income tax treaties, which may provide for reduced withholding or other rules
different from those described above. For purposes of determining whether tax is
to be withheld at a 30% rate or a reduced rate as specified by an income tax
treaty, current law permits Cox Radio to presume that dividends paid to an
address in a foreign country are paid to a resident of such country absent
definite knowledge that such presumption is not warranted. However, under
proposed U.S. Treasury regulations, which have not yet been put into effect, in
the case of dividends paid after December 31, 1997 (December 31, 1999 in the
case of dividends paid to accounts in existence on or before the date that is 60
days after the proposed regulations are published as final regulations), a
Non-United States Holder generally would be subject to United States withholding
tax at a 31% rate under the backup withholding rules described below, rather
than at a 30% rate or a reduced rate under an income tax treaty, unless certain
certification procedures (or, in the case of payments made outside the United
States with respect to an offshore account, certain documentary evidence
procedures) are satisfied, directly or through an intermediary. A Non-United
States Holder who is eligible for a reduced withholding rate may obtain a refund
of any excess amounts withheld by filing a tax return with the Internal Revenue
Service (the "Service").

Cox Radio will not withhold federal income tax upon dividends paid to a
Non-United States Holder if the company receives the appropriate form of the
Service (currently Form 4224) from that Non-United States Holder, establishing
that such income is effectively connected with the conduct of a trade or
business (or, if an income tax treaty applies, is attributable to a "permanent
establishment", as defined therein) within the United States of the Non-United
States Holder, unless Cox Radio has knowledge to the contrary. Dividends paid to
a Non-United States Holder of Class A Common Stock that are effectively
connected with the conduct of a trade or business (or, if an income tax treaty
applies, are attributable to a "permanent establishment", as defined therein)
within the United States of the Non-United States Holder are generally taxed on
a net income basis (that is, after allowance for applicable deductions) at the
graduated rates that are applicable to United States persons. In the case of a
Non-United States Holder that is a corporation, such income may also be subject
to the United States federal branch profits tax (which is generally imposed on a
foreign corporation upon the deemed repatriation from the United States of
effectively connected earnings and profits) at a 30% rate, unless the rate is
reduced or eliminated by an applicable income tax treaty and the Non-United
States Holder is a qualified resident of the treaty country.

GAIN ON SALE OR OTHER DISPOSITION

Subject to special rules applicable to individuals as described below, a
Non-United States Holder will generally not be subject to regular United States
federal income or withholding tax on gain recognized on a sale or other
disposition of Class A Common Stock, unless (i) the gain is effectively
connected with the conduct of a trade or business (or, if an income tax treaty
applies, is attributable to a "permanent establishment", as defined therein)
within the United States of the Non-United States Holder or of a partnership,
trust or estate in which the Non-United States Holder is a partner or
beneficiary, or (ii) Cox Radio has been, is or becomes a "United States real
property holding corporation" within the meaning of Section 897(c)(2) of the
Code at any time within the shorter of the five-year period preceding such sale
or other disposition or such Non-United States Holder's holding period for the
Class A Common Stock.

A corporation is generally considered to be a United States real property
holding corporation if the fair market value of its "United States real property
interests" within the meaning of Section 897(c)(1) of the Code equals or exceeds
50% of the sum of the fair market value of its worldwide real property interests
plus the fair market value of any other of its assets used or held for use in a
trade or business. Cox Radio believes that it has not been, is not currently and
is not likely to become a United States real property holding corporation.
Further, even if Cox Radio were to become a United States real property holding
corporation, any

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<PAGE> 107

gain recognized by a Non-United States Holder still would not be subject to U.S.
federal income tax if the Class A Common Stock were considered to be "regularly
traded" (within the meaning of applicable U.S. Treasury regulations) on an
established securities market (e.g., the New York Stock Exchange, on which the
Class A Common Stock will be listed), and the Non-United States Holder did not
own, directly or indirectly, at any time during the five-year period ending on
the date of the sale or other disposition, more than 5% of the Class A Common
Stock.

Gains realized by a Non-United States Holder of Class A Common Stock that
are effectively connected with the conduct of a trade or business (or, if an
income tax treaty applies, are attributable to a "permanent establishment," as
defined therein) within the United States of the Non-United States Holder are
generally taxed on a net income basis (that is, after allowance for applicable
deductions) at the graduated rates that are applicable to United States persons.
In the case of a Non-United States Holder that is a corporation, such income may
also be subject to the United States federal branch profits tax (which is
generally imposed on a foreign corporation upon the deemed repatriation from the
United States of effectively connected earnings and profits) at a 30% rate,
unless the rate is reduced or eliminated by an applicable income tax treaty and
the Non-United States Holder is a qualified resident of the treaty country.

In addition to being subject to the rules described above, an individual
Non-United States Holder who holds Class A Common Stock as a capital asset will
generally be subject to tax at a 30% rate on any gain recognized on the sale or
other disposition of such stock if (i) such gain is not effectively connected
with the conduct of a trade or business (or, if an income tax treaty applies, is
not attributable to a "permanent establishment," as defined therein) within the
United States of the Non-United States Holder, and (ii) such individual is
present in the United States for 183 days or more in the taxable year of the
sale or other disposition and either (A) has a "tax home" in the United States
(as specially defined for purposes of the United States federal income tax), or
(B) maintains an office or other fixed place of business in the United States
and the income from the sale of the stock is attributable to such office or
other fixed place of business. Individual Non-United States Holders may also be
subject to tax pursuant to provisions of United States federal income tax law
applicable to certain United States expatriates.

In past years, legislation has been introduced that, if enacted, would
under certain circumstances have imposed United States federal income tax on
gain realized from the sale or other disposition of Class A Common Stock by
certain Non-United States Holders who owned, at or prior to the time of sale or
other disposition, 10% or more of the Class A Common Stock. There can be no
assurance that similar legislation will not again be proposed in the future and,
if proposed, enacted.

FEDERAL ESTATE AND GIFT TAXES

Class A Common Stock owned or treated as owned by an individual (regardless
of whether such an individual is a citizen or a resident of the United States)
at the date of death will be included in such individual's estate for United
States federal estate tax purposes, unless an applicable estate tax treaty
provides otherwise. A Non-United States Holder will not be subject to United
States federal gift tax on a transfer of Class A Common Stock, unless such
person is a domiciliary of the United States, or such person is an individual
subject to provisions of United States federal gift tax law applicable to
certain United States expatriates.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Cox Radio must report annually to the Service and to each Non-United States
Holder the amount of dividends paid to, and the tax withheld with respect to,
such Non-United States Holder, regardless of whether tax was actually withheld
and whether withholding was reduced or eliminated by an applicable income tax
treaty. Pursuant to certain income tax treaties and other agreements, that
information may also be made available to the tax authorities of the country in
which the Non-United States Holder resides.

United States federal backup withholding (which generally is withholding
imposed at the rate of 31% on certain payments to persons not otherwise exempt
who fail to furnish certain identifying information) will generally not apply to
(i) dividends paid to a Non-United States Holder that is subject to withholding
at the

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30% rate (or that is subject to withholding at a reduced rate under an
applicable income tax treaty), or (ii) under current law, dividends paid to a
Non-United States Holder at an address outside of the United States (unless the
payor has knowledge that the payee is a United States person). However, under
proposed U.S. Treasury regulations, which have not yet been put into effect, in
the case of dividends paid after December 31, 1997 (December 31, 1999 in the
case of dividends paid to accounts in existence on or before the date that is 60
days after the proposed regulations are published as final regulations), a
Non-United States Holder generally would be subject to United States withholding
tax at a 31% rate, unless certain certification procedures (or, in the case of
payments made outside the United States with respect to an offshore account,
certain documentary evidence procedures) are satisfied, directly or through an
intermediary.

The backup withholding and information reporting requirements also apply to
the gross proceeds paid to a Non-United States Holder upon the sale or other
disposition of Class A Common Stock by or through a United States office of a
United States or foreign broker, unless the Non-United States Holder certifies
to the broker under penalties of perjury as to, among other things, its name,
address and status as a Non-United States Holder by filing the Service's Form
W-8 with the broker, or unless the Non-United States Holder otherwise
establishes an exemption. Information reporting requirements (but not backup
withholding) will apply to a payment of the proceeds of a sale or other
disposition of Class A Common Stock effected at a foreign office of (i) a United
States broker; (ii) a foreign broker 50% or more of whose gross income for
certain periods is effectively connected with the conduct of a trade or business
within the United States; or (iii) a foreign broker that is a "controlled
foreign corporation" for United States federal income tax purposes, unless the
broker has documentary evidence in its records that the Non-United States Holder
is a Non-United States Holder (and the broker has no knowledge to the contrary)
and certain other conditions are met, or unless the Non-United States Holder
otherwise establishes an exemption. Neither backup withholding nor information
reporting will generally apply to a payment of the proceeds of a sale or other
disposition of Class A Common Stock effected at a foreign office of a foreign
broker not subject to the preceding sentence.

Any amounts withheld under the backup withholding rules will be refunded or
credited against the Non-United States Holder's United States federal income tax
liability, provided that the Non-United States Holder files a tax return with
the Service.

These backup withholding and information reporting requirements are under
review by the Service, and their application to the Class A Common Stock could
be changed by future regulations.

LEGAL MATTERS

The validity of the Class A Common Stock offered hereby will be passed upon
for Cox Radio by Dow, Lohnes & Albertson, PLLC, Washington, D.C. The
Underwriters have been represented by Cravath, Swaine & Moore, New York, New
York.

EXPERTS

The consolidated financial statements of Cox Radio at December 31, 1994 and
1995 and for each of the three years in the period ending December 31, 1995
included in this Prospectus and Registration Statement and the related
consolidated financial statement schedule included elsewhere in the Registration
Statement have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports appearing herein and elsewhere in the Registration
Statement (which reports express an unqualified opinion and include an
explanatory paragraph referring to changes in the methods of accounting for
postretirement benefits other than pensions, income taxes, and postemployment
benefits), and have been so included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.

The consolidated financial statements of NewCity at December 31, 1994 and
1995, and for each of the three years in the period ending December 31, 1995,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

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The consolidated financial statements of Infinity Holdings Corp. of Orlando
at December 31, 1995 and for the year then ended included in this Prospectus and
Registration Statement have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein, and have been so included
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

AVAILABLE INFORMATION

Cox Radio has filed with the Securities and Exchange Commission ("the
Commission"), Washington, D.C. 20549, a Registration Statement (which term shall
include all amendments, exhibits and schedules thereto) on Form S-1 under the
Securities Act with respect to the shares of Class A Common Stock offered
hereby. This Prospectus, which constitutes a part of the Registration Statement,
omits certain of the information contained in the Registration Statement.
Reference is hereby made to the Registration Statement for further information
with respect to Cox Radio and the Class A Common Stock offered hereby. Any
statements contained herein concerning the provisions of any contract or other
document are not necessarily complete, and where such contract or other document
is an exhibit to the Registration Statement, each such statement is qualified by
the provisions in such exhibit, to which reference is hereby made. Copies of the
Registration Statement may be examined or copied at the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the regional offices of the Commission located at 7 World Trade
Center, Suite 1300, New York, New York 10048 and at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies can also be
obtained by mail at prescribed rates. Requests should be directed to the
Commission's Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549.

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INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
COX RADIO, INC.
Independent Auditors' Report.......................................................... F-2
Consolidated Balance Sheets, December 31, 1994 and 1995 and (Unaudited) June 30,
1996................................................................................ F-3
Consolidated Statements of Operations, Years Ended December 31, 1993, 1994 and 1995
and (Unaudited) Six Months Ended June 30, 1995 and 1996............................. F-4
Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1993, 1994
and 1995 and (Unaudited) Six Months Ended June 30, 1996............................. F-5
Consolidated Statements of Cash Flows, Years Ended December 31, 1993, 1994 and 1995
and (Unaudited) Six Months Ended June 30, 1995 and 1996............................. F-6
Notes to Consolidated Financial Statements............................................ F-7
NEWCITY COMMUNICATIONS, INC.
Report of Independent Auditors........................................................ F-18
Consolidated Balance Sheets, December 31, 1994 and 1995............................... F-19
Consolidated Statements of Operations, Years Ended December 31, 1993, 1994 and 1995... F-20
Consolidated Statements of Stockholders' Deficiency, Years Ended December 31, 1993,
1994 and 1995....................................................................... F-21
Consolidated Statements of Cash Flows, Years Ended December 31, 1993, 1994 and 1995... F-22
Notes to Consolidated Financial Statements............................................ F-23
Consolidated Balance Sheets (Unaudited) June 30, 1996 and December 31, 1995........... F-34
Consolidated Statements of Operations, (Unaudited) Six Months Ended June 30, 1996 and
1995................................................................................ F-35
Consolidated Statements of Cash Flows, (Unaudited) Six Months Ended June 30, 1996
and 1995............................................................................ F-36
Notes to Consolidated Interim Financial Statements (Unaudited)........................ F-37
INFINITY HOLDINGS CORP. OF ORLANDO
Independent Auditors' Report.......................................................... F-38
Consolidated Balance Sheets, December 31, 1995 and (Unaudited) June 30, 1996.......... F-39
Consolidated Statements of Operations, Year Ended December 31, 1995 and (Unaudited)
Six Months Ended June 30, 1995 and 1996............................................. F-40
Consolidated Statements of Cash Flows, Year Ended December 31, 1995 and (Unaudited)
Six Months Ended June 30, 1995 and 1996............................................. F-41
Notes to Consolidated Financial Statements............................................ F-42
</TABLE>

F-1
<PAGE> 111

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholder of
Cox Radio, Inc.

We have audited the accompanying consolidated balance sheets of Cox Radio,
Inc. ("Cox Radio") as of December 31, 1994 and 1995, and the related
consolidated statements of operations, shareholder's equity and cash flows for
each of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of Cox Radio's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Cox Radio,
Inc. at December 31, 1994 and 1995, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.

As discussed in Notes 2, 7 and 8 to the consolidated financial statements,
during 1993 Cox Radio changed its methods of accounting for postretirement
benefits other than pensions, income taxes, and postemployment benefits to
conform with Statements of Financial Accounting Standards No. 106, 109 and 112,
respectively.

DELOITTE & TOUCHE LLP

Atlanta, Georgia
July 18, 1996

F-2
<PAGE> 112

COX RADIO, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------- JUNE 30,
1994 1995 1996
-------- -------- -----------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................... $ 1,897 $ 1,691 $ 1,666
Accounts and notes receivable, less allowance for doubtful
accounts of $760, $774 and $893.......................... 28,446 30,667 31,285
Prepaid expenses and other current assets................... 3,152 3,289 4,804
-------- -------- -----------
Total current assets................................ 33,495 35,647 37,755
Plant and equipment, net...................................... 26,255 28,020 29,614
Intangible assets, net........................................ 120,053 126,798 135,630
Other assets.................................................. 220 1,302 1,767
-------- -------- -----------
Total assets........................................ $180,023 $191,767 $ 204,766
======== ======== =========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses....................... $ 11,455 $ 10,924 $ 8,982
Unit appreciation plan liability............................ 187 963 1,422
Income taxes payable........................................ 315 278 166
Other current liabilities................................... 518 873 888
-------- -------- -----------
Total current liabilities........................... 12,475 13,038 11,458
Amounts due to Cox Enterprises, Inc........................... 120,308 125,089 104,508
Deferred income taxes......................................... 6,833 6,470 7,468
-------- -------- -----------
Total liabilities................................... 139,616 144,597 123,434
-------- -------- -----------
Commitments and contingencies (Note 12)
SHAREHOLDER'S EQUITY:
Common stock, $1.00 par value; 6,000 shares authorized and
600 shares outstanding................................... 1 1 1
Additional paid-in capital.................................. 90,947 90,947 124,360
Deficit in retained earnings................................ (50,541) (43,778) (43,029)
-------- -------- -----------
Total shareholder's equity.......................... 40,407 47,170 81,332
-------- -------- -----------
Total liabilities and shareholder's equity.......... $180,023 $191,767 $ 204,766
======== ======== =========
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE> 113

COX RADIO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
--------------------------- -----------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net revenues:
Local.......................................... $68,018 $80,484 $93,465 $43,202 $50,414
National....................................... 26,202 30,193 29,385 15,024 15,479
Other.......................................... 730 858 722 325 415
------- ------- ------- ------- -------
Total net revenues..................... 94,950 111,535 123,572 58,551 66,308
Costs and expenses:
Operating...................................... 29,903 32,218 41,831 18,252 20,564
Selling, general and administrative............ 38,045 44,096 48,131 24,757 26,733
Corporate general and administrative........... 2,522 2,667 5,853 1,873 2,341
Depreciation and amortization.................. 7,224 6,995 7,247 3,715 3,979
------- ------- ------- ------- -------
Operating income................................. 17,256 25,559 20,510 9,954 12,691
Other income (expense):
Interest expense............................... (5,590) (5,229) (5,974) (2,942) (2,856)
Gain on disposition of radio station........... 1,060 -- -- -- --
Other -- net................................... (187) (260) (147) (268) (275)
------- ------- ------- ------- -------
Income before income taxes and cumulative effect
of accounting changes.......................... 12,539 20,070 14,389 6,744 9,560
Income taxes..................................... 6,048 8,863 6,226 2,948 4,347
------- ------- ------- ------- -------
Income before cumulative effect of accounting
changes........................................ 6,491 11,207 8,163 3,796 5,213
Cumulative effect of accounting changes.......... (7,592) -- -- -- --
------- ------- ------- ------- -------
Net income (loss)................................ $(1,101) $11,207 $ 8,163 $ 3,796 $ 5,213
======= ======= ======= ======= =======
Pro forma net income (loss) per share (unaudited)
(Note 2):
For Cox Radio Consolidation.................... $ .42 $ .19 $ .27
======= ======= =======
For Cox Radio Consolidation and the
Transactions................................ $ .04 $ (.03) $ .06
======= ======= =======
Pro forma common shares outstanding (unaudited)
(Note 2):
For Cox Radio Consolidation.................... 19,578 19,578 19,578
======= ======= =======
For Cox Radio Consolidation and the
Transactions................................ 27,233 27,233 27,233
======= ======= =======
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 114

COX RADIO, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
--------------- PAID-IN DEFICIT IN
SHARES AMOUNT CAPITAL RETAINED EARNINGS TOTAL
------ ------ ---------- ----------------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1993 (UNAUDITED)...... 1 $ 1 $ 106,335 $ (36,055) $ 70,281
Net loss.................................. -- -- -- (1,101) (1,101)
Dividends to CEI.......................... -- -- (4,114) (886) (5,000)
--
------ ---------- ----------------- --------
BALANCE AT DECEMBER 31, 1993................ 1 1 102,221 (38,042) 64,180
Net income................................ -- -- -- 11,207 11,207
Dividends to CEI.......................... -- -- (11,274) (23,706) (34,980)
--
------ ---------- ----------------- --------
BALANCE AT DECEMBER 31, 1994................ 1 1 90,947 (50,541) 40,407
Net income................................ -- -- -- 8,163 8,163
Dividends to CEI.......................... -- -- -- (1,400) (1,400)
--
------ ---------- ----------------- --------
BALANCE AT DECEMBER 31, 1995................ 1 1 90,947 (43,778) 47,170
Net income (unaudited).................... -- -- -- 5,213 5,213
Dividends to CEI (unaudited).............. -- -- -- (4,464) (4,464)
Capital contribution by CEI (unaudited)... -- -- 33,413 -- 33,413
--
------ ---------- ----------------- --------
BALANCE AT JUNE 30, 1996 (UNAUDITED)........ 1 $ 1 $ 124,360 $ (43,029) $ 81,332
===== ====== ======== ============= ========
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 115

COX RADIO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------- -----------------
1993 1994 1995 1995 1996
------- -------- -------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................ $(1,101) $ 11,207 $ 8,163 $ 3,796 $ 5,213
Items not requiring cash:
Cumulative effect of accounting changes... 7,592 -- -- -- --
Depreciation.............................. 2,273 2,216 2,382 1,210 1,287
Amortization.............................. 4,951 4,779 4,865 2,505 2,692
Gain on disposition of radio station...... (1,060) -- -- -- --
Deferred income taxes..................... (28) 34 (441) (403) 984
(Increase) decrease in accounts receivable... (2,385) (6,109) (2,221) 433 (618)
Increase in prepaid expenses and other
current assets............................ (347) (296) (57) (2,159) (1,501)
Increase (decrease) in accounts payable and
accrued expenses.......................... 808 1,902 (299) 9 332
Increase in unit appreciation plan
liability................................. -- 187 776 388 459
Increase (decrease) in taxes payable......... 672 (257) (37) 289 (112)
Other, net................................... 54 405 856 206 334
------- -------- -------- ------- -------
Net cash provided by operating
activities......................... 11,429 14,068 13,987 6,274 9,070
------- -------- -------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures......................... (1,065) (2,705) (4,073) (1,308) (1,153)
Acquisitions................................. (9,390) (9,954) (11,697) -- (13,188)
(Increase) decrease in other long-term
assets.................................... (301) 337 (1,580) (811) (842)
Proceeds from disposition of radio station... 4,688 -- -- -- --
Other, net................................... 15 30 8 -- (6)
------- -------- -------- ------- -------
Net cash used in investing
activities......................... (6,053) (12,292) (17,342) (2,119) (15,189)
------- -------- -------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in amounts due to CEI.... 3,762 30,658 4,781 (2,898) 12,832
Repayment of debt............................ (3,000) -- -- -- --
Dividends paid............................... (5,000) (34,980) (1,400) -- (4,464)
Increase (decrease) in book overdrafts....... (538) 2,715 (232) (1,357) (2,274)
------- -------- -------- ------- -------
Net cash provided by (used in)
financing activities............... (4,776) (1,607) 3,149 (4,255) 6,094
------- -------- -------- ------- -------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS............................... 600 169 (206) (100) (25)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD.................................... 1,128 1,728 1,897 1,897 1,691
------- -------- -------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD... $ 1,728 $ 1,897 $ 1,691 $ 1,797 $ 1,666
======= ======== ======== ======= =======
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE> 116

COX RADIO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Cox Radio, Inc. ("Cox Radio" or "the Company"), a wholly-owned indirect
subsidiary of Cox Enterprises, Inc. ("CEI"), is a leading national radio
broadcasting company whose business is devoted exclusively to operating,
acquiring and developing radio stations located throughout the United States.
Immediately prior to the closing of the Offerings, CEI will transfer direct or
indirect ownership of its U.S. radio broadcast properties to Cox Radio (the "Cox
Radio Consolidation"). In connection with the Cox Radio Consolidation, the
Company's capital stock will consist of 70,000,000 authorized shares of Class A
Common Stock, 45,000,000 authorized shares of Class B Common Stock and 5,000,000
authorized shares of Preferred Stock, all at $1.00 par value per share. CEI will
receive 19,577,672 shares of the Company's Class B Common Stock for its
ownership interests. CEI's historical basis in the assets and liabilities of the
operations will be carried over to Cox Radio.

The Consolidated Financial Statements of Cox Radio represent the operations
of the radio stations currently owned or operated by CEI or its other
subsidiaries or to which sales and marketing services were provided in
connection with CEI's radio broadcasting operations. The consolidated historical
financial statements do not necessarily reflect the results of operations or
financial position that would have existed had Cox Radio been an independent
company. All significant intercompany accounts (other than amounts due to CEI)
have been eliminated in the consolidated financial statements of Cox Radio.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Fair value
approximates carrying value.

Revenue Recognition

Revenue is recognized as advertising air time is broadcast and is net of
advertising agency commissions.

Corporate General and Administrative Expenses

Corporate general and administrative expenses consist of corporate overhead
costs not specifically allocable to any of the Company's individual stations and
expenses related to the CEI Unit Appreciation Plan. In 1995, corporate general
and administrative expenses included a nonrecurring corporate charge.

Plant and Equipment

Plant and equipment is stated at cost less accumulated depreciation.
Depreciation is computed using principally the straight-line method at rates
based upon estimated useful lives of 5 to 40 years for buildings and building
improvements and 5 to 20 years for broadcast equipment.

Expenditures for maintenance and repairs are charged to operating expense
as incurred. At the time of retirements, sales or other dispositions of
property, the original cost and related accumulated depreciation are written
off.

Intangible Assets

Intangible assets consist primarily of goodwill/FCC broadcast licenses, an
option to purchase WJZF-FM (Atlanta) and non-compete agreements. Goodwill/FCC
broadcast licenses recorded in business combinations and the purchase option
related to WJZF-FM generally are amortized on a straight-line basis over 30 to
40 years. Non-compete agreements are amortized on a straight-line basis over the
contractual lives of the agreements, generally 3 to 5 years. Cox Radio assesses,
on an on-going basis, the recoverability of intangible

F-7
<PAGE> 117

COX RADIO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

assets based on estimates of future undiscounted cash flows for the applicable
business acquired compared to net book value of the related intangible asset. If
the future undiscounted cash flow estimate is less than net book value, net book
value is then reduced to the estimated fair value. Cox Radio also evaluates the
amortization periods of intangible assets to determine whether events or
circumstances warrant revised estimates of useful lives.

Income Taxes

The accounts of Cox Radio are included in the consolidated federal income
tax return and certain state income tax returns of CEI. Current federal and
state income tax expenses and benefits are allocated on a separate return basis
to Cox Radio based on (i) the current year tax effects of the inclusion of its
income, expenses and credits in the consolidated federal income tax returns of
CEI or (ii) separate state income tax returns.

Deferred income taxes arise from temporary differences between income taxes
and financial reporting and principally relate to depreciation, amortization and
employee benefits.

On January 1, 1993, Cox Radio adopted Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes," which requires, among
other things, that deferred taxes, including those previously recorded, be
adjusted to current rates. Cox Radio reported as the cumulative effect of an
accounting change an expense related to the adoption of SFAS No. 109 of $4.9
million.

Pension, Postretirement and Postemployment Benefits

CEI generally provides defined pension benefits to all employees based on
years of service and compensation during those years. CEI also provides certain
health care and life insurance benefits to substantially all retirees and
employees. For employees and retirees of Cox Radio, these benefits are provided
through the CEI benefit plans. Expenses related to these plans are allocated to
Cox Radio through intercompany transfers. The amount of the allocations is
generally based on actuarial determinations of the effects of Cox Radio
employees' participation in the plans.

On January 1, 1993, Cox Radio adopted SFAS No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions," which requires accrual of
postretirement benefits during the years an employee provides services. Cox
Radio also adopted, as of January 1, 1993, SFAS No. 112, "Employers' Accounting
for Postemployment Benefits." This statement requires an accrual method of
recognizing postemployment benefits such as disability-related benefits. Cox
Radio elected to immediately recognize the obligation for both of these new
statements. The adoption of SFAS No. 106 resulted in a $4.1 million ($2.6
million net-of-tax) charge to income and SFAS No. 112 resulted in a $0.2 million
($0.1 million net-of-tax) charge. These one-time, net-of-tax charges were
reported as the cumulative effect of accounting changes.

Pro Forma Per Share Information (Unaudited)

Historical net income (loss) per common share is not presented in light of
the proposed Cox Radio Consolidation as discussed in Note 1. Pro forma net
income per share amounts are calculated for the Cox Radio Consolidation based
upon the historical net income divided by the pro forma number of common shares
outstanding assuming the proposed Cox Radio Consolidation was completed as of
January 1, 1995. Pro forma net income (loss) per share amounts are calculated
for the Cox Radio Consolidation and the Transactions based on the pro forma net
income (loss) divided by the pro forma number of common shares outstanding
assuming the proposed Cox Radio Consolidation and Transactions were completed as
of January 1, 1995.

F-8
<PAGE> 118

COX RADIO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Concentration of Risk

A significant portion of the Company's business is conducted in Los
Angeles, Atlanta and Miami. Revenues earned from radio stations located in Los
Angeles, Atlanta, and Miami represented 40%, 18% and 20%, respectively, of total
revenues for the year ended December 31, 1993, 37%, 19% and 18%, respectively,
of total revenues for the year ended December 31, 1994, and 35%, 25% and 17%,
respectively, of total revenues for the year ended December 31, 1995. As
discussed in Note 13, in April 1996, Cox Radio agreed to sell WIOD-AM (Miami),
which, upon closing of the transaction, will reduce the Company's concentration
of risk in Miami.

Recently Issued Accounting Pronouncements

In March 1995, SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to be Disposed Of," was issued. This statement
requires that long-lived assets and certain intangibles be reviewed for
impairment when events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable, with any impairment losses being
reported in the period in which the recognition criteria are first applied based
on the fair value of the asset. Long-lived assets and certain intangibles to be
disposed of are required to be reported at the lower of carrying amount or fair
value less cost to sell. Cox Radio adopted SFAS No. 121 in the first quarter of
1996. The adoption of SFAS No. 121 did not have a material impact on Cox Radio's
financial statements.

In October 1995, SFAS No. 123, "Accounting for Stock-Based Compensation,"
was issued. The adoption of the new recognition provisions for stock-based
compensation expense included in SFAS No. 123 is optional; however, the pro
forma effects on net income and earnings per share had the new recognition
provisions been elected is required to be disclosed in the financial statements.
Cox Radio will continue to follow the requirements of APB No. 25, "Accounting
for Stock Issued to Employees," in its accounting for employee stock options;
therefore, no impact on the Company's financial position and results of
operations is expected. Cox Radio will provide the required disclosures under
SFAS No. 123 in the annual financial statements for the year ended December 31,
1996.

Unaudited Interim Financial Statements

The consolidated financial statements as of June 30, 1996 and for the six
months ended June 30, 1995 and 1996 include all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of the financial
position and results of operations for these periods. Operating results for the
six months ended June 30, 1996 are not necessarily indicative of the results
that may be expected for the entire year.

3. CASH MANAGEMENT SYSTEM

Cox Radio participates in CEI's cash management system, whereby the bank
sends daily notification of Cox Radio's checks presented for payment. CEI
transfers funds from other sources to cover Cox Radio's checks presented for
payment. Book overdrafts of $1.1 million, $3.8 million and $3.6 million existed
at December 31, 1993, 1994 and 1995, respectively, as a result of Cox Radio's
checks outstanding. These book overdrafts were reclassified as accounts payable
on Cox Radio's financial statements.

F-9
<PAGE> 119

COX RADIO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. ACQUISITIONS AND DISPOSITIONS OF BUSINESSES

In December 1993, Cox Radio acquired WYSY-FM (Chicago) for $9.4 million.
Also in December 1993, Cox Radio exchanged KLRX-FM (Dallas) for WYNF-FM (Tampa),
and approximately $4.7 million. Given the significant monetary consideration
received, this transaction was accounted for as a monetary transaction.
Accordingly, the "sale" of KLRX-FM and the "purchase" of WYNF-FM were recorded
at fair value. The "sale" of KLRX-FM resulted in a pre-tax gain of $1.1 million.
Subsequent to the exchange, the Company switched the call letters and format of
WYNF-FM with its existing Tampa station, WWRM-FM, and then subsequently changed
the new WYNF-FM's call letters to WCOF-FM.

In January 1994, Cox Radio entered into a local marketing agreement ("LMA")
to operate WJZF-FM (Atlanta). In September 1994, the Company paid $9.4 million
(including legal fees) for an option to purchase, pending FCC approval,
substantially all of the station's assets.

In August 1994, the Company began operating KACE-FM in Inglewood,
California, a suburb of Los Angeles, as an LMA until it acquired the station in
August 1995 for $11.7 million. In April 1995, Cox Radio entered into an LMA to
operate WCNN-AM (Atlanta). In June 1995, Cox Radio entered into a joint sales
agreement ("JSA") with WFNS-AM (Tampa).

Under an LMA or a JSA, Cox Radio provided or provides a combination of
programming, sales, marketing and similar services for WJZF-FM, KACE-FM, WCNN-AM
and WFNS-AM. The broadcast revenues and operating expenses of stations operated
under LMAs and JSAs have been included in the Company's operations since the
respective dates of such agreements.

The acquisitions were accounted for by the purchase method, and
accordingly, the purchase price has been allocated to the assets acquired based
on their estimated fair values at the date of the acquisition. A substantial
portion of each purchase price was allocated to intangible assets to reflect the
FCC broadcasting licenses acquired. The excess of the purchase price over the
fair value of the net assets acquired has been recorded as goodwill and is being
amortized over 30 to 40 years using the straight-line basis. No liabilities were
assumed by Cox Radio as a result of the acquisitions.

Operations of each of such acquired radio stations have been included in
the consolidated results of Cox Radio since the acquisition date of such
stations. These acquisitions are not considered to be significant and thus, pro
forma results of operations are not presented.

5. PLANT AND EQUIPMENT

Plant and equipment is summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1994 1995
-------- --------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Land and land improvements....................................... $ 14,845 $ 14,845
Buildings and building improvements.............................. 5,769 5,782
Broadcast equipment.............................................. 25,154 27,461
Construction in progress......................................... 222 1,629
-------- --------
Plant and equipment, at cost................................... 45,990 49,717
Less accumulated depreciation.................................... (19,735) (21,697)
-------- --------
Net plant and equipment................................ $ 26,255 $ 28,020
======== ========
</TABLE>

F-10
<PAGE> 120

COX RADIO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. INTANGIBLE ASSETS

Intangible assets are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1994 1995
-------- --------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Goodwill/FCC broadcast licenses.................................. $151,416 $162,433
WJZF-FM purchase option.......................................... 9,381 9,381
Non-compete agreements........................................... 5,207 5,707
Other............................................................ 1,418 1,511
-------- --------
Total.................................................. 167,422 179,032
Less accumulated amortization.................................... (47,369) (52,234)
-------- --------
Net intangible assets.................................. $120,053 $126,798
======== ========
</TABLE>

7. INCOME TAXES

Effective January 1, 1993, Cox Radio adopted SFAS No. 109, "Accounting for
Income Taxes," which requires the use of the liability method of accounting for
deferred income taxes. Financial statements for prior years were not restated to
apply the provisions of SFAS No. 109. The cumulative effect of this accounting
change was a decrease in net income of $4.9 million.

Income tax expense (benefit) is summarized as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1993 1994 1995
------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal.................................................... $4,890 $7,439 $5,226
State...................................................... 1,186 1,390 1,441
------ ------ ------
Total current...................................... 6,076 8,829 6,667
------ ------ ------
Deferred:
Federal.................................................... 56 137 (589)
State...................................................... (84) (103) 148
------ ------ ------
Total deferred..................................... (28) 34 (441)
------ ------ ------
Total income taxes................................. $6,048 $8,863 $6,226
====== ====== ======
</TABLE>

F-11
<PAGE> 121

COX RADIO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The tax effects of significant temporary differences which comprise the net
deferred tax liability are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1994 1995
------- -------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Current deferred tax asset:
Provision for doubtful accounts.............................. $ 221 $ 301
------- -------
Noncurrent deferred tax assets (liabilities):
Plant and equipment.......................................... (2,339) (2,463)
Intangibles.................................................. (5,516) (5,550)
Net operating loss carryforwards............................. 1,055 1,056
Employee benefits............................................ 428 1,028
State taxes.................................................. (379) (473)
Other........................................................ (82) (68)
------- -------
Total net noncurrent liability....................... (6,833) (6,470)
------- -------
Net deferred tax liability........................... $(6,612) $(6,169)
======= =======
</TABLE>

Income tax expense computed using the United States federal statutory rate
is reconciled to the reported income tax provisions as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1993 1994 1995
------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
U.S. federal statutory income tax rate..................... 35% 35% 35%
Computed tax expense at federal statutory rates on income
before income taxes..................................... $4,389 $7,025 $5,036
State income taxes (net of federal tax benefit)............ 717 836 1,033
Non-deductible amortization of intangibles................. 1,102 1,028 811
1% increase in enacted tax rate............................ 65 -- --
Benefit arising from low income housing credits............ -- (125) (555)
Other, net................................................. (225) 99 (99)
------ ------ ------
Income tax provision............................... $6,048 $8,863 $6,226
====== ====== ======
</TABLE>

The consolidated federal income tax returns of CEI for 1986 through 1994
and the combined California franchise tax returns of CEI for 1984 through 1990
are presently under audit. Management believes that any additional liabilities
arising from current tax-related audits are sufficiently provided for at
December 31, 1995.

8. RETIREMENT PLANS

Substantially all of Cox Radio's employees participate in the funded,
non-contributory defined benefit pension plan of CEI and certain key employees
participate in an unfunded, non-qualified supplemental pension plan. The plans
call for benefits to be paid to eligible employees at retirement based primarily
upon years of service with Cox Radio and compensation rates during those years.
Pension expense allocated to Cox Radio by CEI was $431,000, $412,000, and
$636,000 for the years ended December 31, 1993, 1994 and 1995, respectively.

F-12
<PAGE> 122

COX RADIO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table sets forth certain information attributable to the Cox
Radio employees' participation in the CEI pension plans:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1994 1995
------------------ ------------------
FUNDED UNFUNDED FUNDED UNFUNDED
PLANS PLANS PLANS PLANS
------- -------- ------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Actuarial present value of benefit obligations:
Vested benefits................................ $ 7,916 $ 786 $10,276 $1,233
Nonvested benefits............................. 672 96 1,012 199
------- -------- ------- --------
Accumulated benefit obligation................... $ 8,588 $ 882 $11,288 $1,432
======= ======= ======= =======
Projected benefit obligation..................... $11,081 $1,242 $13,965 $1,879
======= ======= ======= =======
</TABLE>

Assumptions used in the actuarial computations were:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------
1994 1995
---- ----
<S> <C> <C>
Discount rate.......................................................... 8.50% 7.25%
Rate of increase in compensation levels................................ 6.25% 5.00%
Expected long-term rate of return on assets............................ 9.00% 9.00%
</TABLE>

Any qualified pension plan or non-qualified supplemental pension plan
payments due to Cox Radio employees will be made by CEI. However, Cox Radio will
continue to recognize the annual expenses associated with these plans.

CEI provides certain health care and life insurance benefits to
substantially all retirees of CEI and its subsidiaries. In January 1993, Cox
Radio, along with CEI, adopted SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." SFAS No. 106 requires companies to
accrue the cost of postretirement health care and life insurance benefits within
the period the employee provides services. Cox Radio, along with CEI, elected to
immediately recognize the cumulative effect of a change in accounting for
postretirement benefits. Cox Radio's allocated portion of this cumulative effect
was $4,061,000 ($2,597,000 net of related tax benefits) which represented the
accumulated postretirement benefit obligation ("APBO") existing at January 1,
1993, net of previously recorded liabilities. Prior to the adoption of SFAS No.
106, health benefits for eligible retirees were generally expensed as the claims
were incurred. Postretirement expense allocated to Cox Radio by CEI was
$331,000, $298,000 and $218,000 for the years ended December 31, 1993, 1994 and
1995, respectively. Cox Radio's APBO at December 31, 1995 was $4,239,000.

The funded status of the portion of the postretirement plan covering the
employees of Cox Radio is not determinable. The APBO for the postretirement plan
of CEI substantially exceeded the fair value of assets held in the plan at
December 31, 1995.

Actuarial assumptions used to determine the APBO include a discount rate of
7.25% and an expected long-term rate of return on plan assets of 9%. The assumed
health care cost trend rate for retirees is 11.5%. For participants under the
age of 65, the trend rate gradually decreases to 5.5% by year 2007 and remains
level thereafter. For retirees at age 65 or older, this rate decreases to 5.0%
by year 2008. Increasing the assumed health care cost trend rate by one
percentage point would have resulted in an increase in the CEI plan's APBO of
approximately 7.5% and an increase in the aggregate of the service cost and
interest cost components of the net periodic postretirement benefit cost of
approximately 5.9% for 1995.

In addition, substantially all of Cox Radio's employees are eligible to
participate in the savings and investment plan of CEI. Under the terms of the
plan, Cox Radio matches 50% of employee contributions up to

F-13
<PAGE> 123

COX RADIO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

a maximum of 6% of the employee's base salary. Cox Radio's expense under the
plan was $448,000, $471,000 and $523,000 for the years ended December 31, 1993,
1994 and 1995, respectively.

Cox Radio employees whose savings and investment plan contributions are at
the Internal Revenue Service ("IRS") maximum or are restricted in order to pass
the nondiscrimination test required by the IRS are eligible to participate in
CEI's non-qualified savings restoration plan, which began in 1995. Under the
terms of this plan, Cox Radio matches 50% of employee contributions to both the
savings and investment and restoration plans up to a maximum percentage of the
employee's eligible compensation. Cox Radio's expense under the non-qualified
savings restoration plan was $23,000 for the year ended December 31, 1995.

9. UNIT APPRECIATION PLANS

Certain of the executives and key employees of Cox Radio participate in
certain CEI Unit Appreciation Plans ("UAP") that provide for payment of benefits
in the form of shares of CEI common stock, cash, or both, generally five years
after the date of award. Unit benefits are based on the excess, if any, over a
base amount (value of award), of the fair value of a share of CEI common stock
five years after the effective date of award. Fair values are determined by
independent appraisal. The plans provide for a maximum unit benefit of 150% of
the base amount and benefits vest over the five year period following the date
of award. The cost of awards made under the plans was allocated to Cox Radio by
CEI over the applicable vesting periods and was charged to corporate general and
administrative expenses. Amounts charged to expense for Cox Radio employees for
the years ended December 31, 1993, 1994 and 1995 were $880,000, $833,000 and
$1,646,000, respectively. Amounts accrued under the 1992 plan were $1,070,000
and $1,875,000 as of December 31, 1994 and 1995, respectively, and are included
in Amounts due to CEI in the accompanying Consolidated Balance Sheets. Amounts
accrued under the 1994 plan were $187,000 and $963,000 as of December 31, 1994
and 1995, respectively, and are reported as a separate line in current
liabilities. In connection with the Offerings, the 1994 plan is expected to be
settled through the issuance of 155,000 shares of restricted Class A Common
Stock of Cox Radio.

10. TRANSACTIONS WITH AFFILIATED COMPANIES

Cox Radio borrows funds for working capital and other needs from CEI.
Certain management services are provided to Cox Radio by CEI. Such services
include rent, legal, corporate secretarial, tax, treasury, internal audit, risk
management, benefits administration and other support services and are included
in corporate general and administrative expenses in the Consolidated Statements
of Operations. Cox Radio was allocated expenses for the years ended December 31,
1993, 1994 and 1995 of approximately $1,642,000, $1,834,000 and $2,207,000,
respectively, related to these services. Cox Radio pays rent and certain other
occupancy costs to CEI for office facilities. Related rent and occupancy expense
was approximately $395,000 for each of the years ended December 31, 1993 and
1994 and approximately $378,000 for the year ended December 31, 1995. Corporate
general and administrative expense allocations are based on a specified
percentage of expenses related to the services provided to Cox Radio in relation
to those provided to CEI's other subsidiaries. Rent and occupancy expense is
allocated based on occupied space. Management believes that these allocations
were made on a reasonable basis. However, the allocations are not necessarily
indicative of the level of expenses that might have been incurred had Cox Radio
contracted directly with third parties. Management has not made a study or any
attempt to obtain quotes from third parties to determine what the cost of
obtaining such services from third parties would have been. The fees and
expenses to be paid by Cox Radio to CEI are subject to change.

F-14
<PAGE> 124

COX RADIO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The amounts due to CEI represent the net of various transactions, including
those described above. The amounts due to CEI are classified as long-term
because the Company has the ability and the intent to refinance these
obligations on a long-term basis. The amounts due to CEI are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1993 1994 1995
------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Notes payable to CEI.................................... $63,498 $ 58,918 $ 58,918
Other intercompany amounts due to CEI................... 26,152 61,390 66,171
------- -------- --------
Total......................................... $89,650 $120,308 $125,089
======= ======== ========
</TABLE>

Notes payable to CEI bear interest at the prime rate plus 1.5%. These
interest rates are established at the beginning of each quarter and are as
follows:

<TABLE>
<CAPTION>
1993 1994 1995
---- ---- -----
<S> <C> <C> <C>
First quarter.................................................. 7.50% 7.50% 10.00%
Second quarter................................................. 7.50 7.75 10.50
Third quarter.................................................. 7.50 8.75 10.50
Fourth quarter................................................. 7.50 9.25 10.25
</TABLE>

Interest is not charged by CEI on other intercompany balances except for
amounts related to reserves for possible tax contingencies. Interest on those
amounts is accrued based on the applicable federal rates for the years to which
the contingencies relate. The rates used for the interest charges ranged from 7%
to 13% in 1993, from 7% to 13% in 1994, and from 7% to 12% in 1995.

Included in the other intercompany amounts due to CEI are the following
transactions (in thousands):

<TABLE>
<S> <C>
Intercompany due to CEI, December 31, 1992............................... $ 11,577
Dividends to CEI....................................................... 5,000
Cash transferred to CEI................................................ (85,537)
Acquisitions........................................................... 9,390
Net operating expense allocations and reimbursements................... 85,722
---------
Intercompany due to CEI, December 31, 1993............................... 26,152
Dividends to CEI....................................................... 34,980
Cash transferred to CEI................................................ (96,501)
Acquisitions........................................................... 9,954
Net operating expense allocations and reimbursements................... 86,805
---------
Intercompany due to CEI, December 31, 1994............................... 61,390
Dividends to CEI....................................................... 1,400
Cash transferred to CEI................................................ (110,617)
Acquisitions........................................................... 11,697
Net operating expense allocations and reimbursements................... 102,301
---------
Intercompany due to CEI, December 31, 1995............................... $ 66,171
=========
</TABLE>

In accordance with the requirements of SFAS No. 107, "Disclosures About
Fair Value of Financial Instruments," Cox Radio has estimated the fair value of
its intercompany advances and notes payable. Given the short-term nature of
these advances, the carrying amounts reported in the balance sheets approximate
fair value.

F-15
<PAGE> 125

COX RADIO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
1993 1994 1995
------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Additional cash flow information:
Cash paid for interest............................................. $5,285 $5,354 $6,071
Cash paid for income taxes......................................... 5,184 9,943 7,844
</TABLE>

12. COMMITMENTS AND CONTINGENCIES

Cox Radio leases land, office facilities, and various items of equipment
under noncancellable operating leases. Rental expense under operating leases
amounted to $1,405,000 in 1993, $1,676,000 in 1994 and $1,735,000 in 1995.
Future minimum lease payments as of December 31, 1995 for all noncancellable
operating leases are as follows (in thousands):

<TABLE>
<S> <C>
1996........................................................................ $ 885
1997........................................................................ 721
1998........................................................................ 665
1999........................................................................ 668
2000........................................................................ 678
Thereafter.................................................................. 3,321
------
Total............................................................. $6,938
======
</TABLE>

Cox Radio has contracts for sports programming and on-air personalities
with future minimum payments for 1996, 1997, 1998 and 1999 of $9.2 million, $9.7
million, $10.1 million and $9.0 million, respectively.

Cox Radio is a party to various legal proceedings which are ordinary and
incidental to its business. Management does not expect that any legal
proceedings currently pending will have a material adverse impact on Cox Radio's
consolidated financial position or consolidated results of operations.

13. SUBSEQUENT EVENTS

In January 1996, Cox Radio completed the acquisition of Louisville stations
WRKA-FM and WRVI-FM for $8.7 million. In June 1996, the Company agreed to
acquire WXNU-FM (Louisville) for $2.5 million (the Louisville Acquisition). The
Company expects to consummate the Louisville Acquisition during the last quarter
of 1996.

In April 1996, the Company agreed to sell WIOD-AM (Miami) for $13.0 million
(the Miami Disposition). This transaction is expected to close during the last
quarter of 1996.

In June 1996, the Company agreed to exchange WCKG-FM (Chicago) and WYSY-FM
(Chicago) for WHOO-AM, WHTQ-FM and WMMO-FM (Orlando) (the Orlando Acquisition).
In addition to receiving the three Orlando stations, Cox Radio will also receive
approximately $20 million in cash, subject to certain adjustments. The Company
expects to consummate the Orlando Acquisition in the first half of 1997.

For tax purposes, the Company will account for the Orlando Acquisition and
Miami Disposition as like-kind exchanges. Tax rules will allow the Company to
defer a substantial portion of the related tax gains on these transactions upon
the reinvestment of the $32.5 million in net proceeds in qualifying future
acquisitions. It is not expected that any of the Pending Transactions, with the
possible exception of the Tulsa Acquisition, will qualify for reinvestment. The
Company is presently pursuing additional qualifying reinvestment properties.

In June 1996, the Company acquired WHEN-AM and WWHT-FM (Syracuse) for $4.5
million.

In June 1996, the Company and its subsidiaries which operated the Company's
radio operations owed to CEI and one of its subsidiaries $137.9 million. In June
1996, CEI contributed to the capital of the Company and its subsidiaries $33.4
million. The remaining $104.5 million owed by the Company and its subsidiaries
to CEI is evidenced by interest bearing notes accruing interest at Chase
Manhattan Bank's prime rate plus 1.5%.

F-16
<PAGE> 126

COX RADIO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In July 1996, the Company entered into an agreement to acquire NewCity
Communications, Inc. for approximately $253 million, subject to certain working
capital adjustments, of which $166 million is to be paid in cash and $87 million
in assumption of debt (the "NewCity Acquisition"). The NewCity Acquisition is
expected to be financed primarily with proceeds from a new bank credit facility
to be negotiated prior to the consummation of the acquisition. The consummation
of the NewCity Acquisition, which is anticipated to occur in early 1997, is
subject to certain closing conditions, including receipt of FCC approval.

In July 1996, the Company decided to exercise its option to purchase
WFNS-AM (Tampa) for an aggregate consideration of $1.5 million.

In August 1996, the Company entered into negotiations to acquire KRAV-FM
and KGTO-AM (Tulsa) for $5.5 million.

F-17
<PAGE> 127

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders
NewCity Communications, Inc.

We have audited the accompanying consolidated balance sheet of NewCity
Communications, Inc. as of December 31, 1995 and 1994, and the related
consolidated statements of operations, stockholders' deficiency, and cash flows
for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
NewCity Communications, Inc. at December 31, 1995 and 1994, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.

ERNST & YOUNG LLP

Stamford, Connecticut
March 1, 1996

F-18
<PAGE> 128

NEWCITY COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1994 1995
-------- --------
(DOLLARS IN
THOUSANDS, EXCEPT
FOR SHARE DATA)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................................... $ 168 $ 206
Accounts receivable, less allowances of $989 and $678....................... 10,654 10,709
Prepaid expenses and other current assets................................... 749 608
Deferred barter expenses.................................................... 1,051 1,104
-------- --------
Total current assets................................................. 12,622 12,627
Property and equipment:
Land........................................................................ 1,312 2,237
Buildings................................................................... 2,232 2,269
Equipment................................................................... 14,149 16,800
Leasehold improvements...................................................... 350 559
Construction in progress.................................................... 62 --
-------- --------
18,105 21,865
Less accumulated depreciation and amortization................................ 11,439 12,828
-------- --------
6,666 9,037
Other assets:
Cash in escrow.............................................................. 1,175 --
Intangibles, primarily cost in excess of net assets of businesses acquired,
less accumulated amortization of $11,372 and $13,195...................... 51,840 60,064
Other....................................................................... 141 212
-------- --------
53,156 60,276
-------- --------
Total assets......................................................... $ 72,444 $ 81,940
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable............................................................ $ 1,145 $ 933
Accrued expenses............................................................ 2,296 927
Salaries, wages and commissions payable..................................... 688 733
Accrued interest payable.................................................... 1,422 1,671
State income taxes payable.................................................. 907 898
Deferred barter revenue..................................................... 1,546 1,736
Current portion of long-term debt........................................... -- 1,200
-------- --------
Total current liabilities............................................ 8,004 8,098
Long-term debt, less current portion.......................................... 76,000 85,800
$166.67 Cumulative redeemable preferred stock held by certain Investors
(preference in liquidation, redemption value in 2005 -- $14,000) Authorized,
issued and outstanding shares -- 6,000...................................... 10,348 11,348
Commitments and Contingencies (Notes 9 and 12)
Stockholders' deficiency:
Preferred Stock, par value $.05:
Authorized shares -- 5,000
Issued shares -- none..................................................... -- --
9% Convertible Preferred Stock held by certain Investors (preference in
liquidation), par value $.05:
Authorized, issued and outstanding shares -- 8,000........................ -- --
Class A Common Stock, par value $.01:
Authorized shares -- 500,000
Issued and outstanding shares -- 262,000.................................. 3 3
Class B Common Stock, par value $.01:
Authorized shares -- 700,000
Issued and outstanding shares -- 168,317.................................. 2 2
Additional paid-in capital.................................................. 292 --
Accumulated deficit......................................................... (21,565) (22,671)
8% Notes receivable from officers and shareholders for Class A Common
Stock..................................................................... (640) (640)
-------- --------
(21,908) (23,306)
-------- --------
Total liabilities and stockholders' deficiency....................... $ 72,444 $ 81,940
========= =========
</TABLE>

See accompanying notes.

F-19
<PAGE> 129

NEWCITY COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1993 1994 1995
-------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Broadcasting revenues:
Local......................................................... $ 39,854 $ 39,572 $42,774
National and regional......................................... 18,395 17,781 17,335
Other......................................................... 2,066 2,193 2,571
-------- -------- -------
60,315 59,546 62,680
Less advertising agency commissions........................... 7,025 6,878 7,044
-------- -------- -------
Net revenues.......................................... 53,290 52,668 55,636
Station operating costs and expenses:
Broadcasting operations....................................... 17,096 17,226 20,059
Selling, general and administrative........................... 19,654 19,694 20,654
Depreciation and amortization................................. 3,871 3,070 3,510
Corporate general and administrative expenses................... 1,918 1,802 1,745
-------- -------- -------
Total operating costs................................. 42,539 41,792 45,968
-------- -------- -------
Operating income................................................ 10,751 10,876 9,668
Interest expense................................................ (11,645) (10,050) (9,817)
Gain on sale of broadcasting property assets.................... 15,038 1,585 --
-------- -------- -------
Income (loss) before income taxes and extraordinary
item................................................ 14,144 2,411 (149)
Income taxes.................................................... 1,058 165 249
-------- -------- -------
Income (loss) before extraordinary item............... 13,086 2,246 (398)
Extraordinary item, loss on extinguishment of debt.............. (2,048) (182) --
-------- -------- -------
Net income (loss) before preferred stock dividends.... 11,038 2,064 (398)
Preferred stock dividends....................................... (2,026) (1,176) (1,000)
-------- -------- -------
Net income (loss) available to common shareholders.... $ 9,012 $ 888 $(1,398)
======== ======== =======
</TABLE>

See accompanying notes.

F-20
<PAGE> 130

NEWCITY COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>
COMMON STOCK
-----------------------------------
9% CONVERTIBLE
PREFERRED STOCK CLASS A CLASS B ADDITIONAL
--------------- ---------------- ---------------- PAID-IN
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL
------ ------ ------- ------ ------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
Balance at December 31, 1992................................. 8,000 $-0- 262,000 $3 168,317 $2 $ 3,494
Redeemable Preferred Stock cash dividends (Series A)....... (987)
Cash dividends accrued on $166.67 Redeemable Preferred
Stock.................................................... (1,000)
Cash dividends accrued on $50 Redeemable Preferred Stock
(Series B)............................................... (27)
Cash dividends accrued on $50 Redeemable Preferred Stock
(Series C)............................................... (12)
Net income.................................................
-- --
------ ------ ------- ------- ----------
Balance at December 31, 1993................................. 8,000 -0- 262,000 3 168,317 2 1,468
Cash dividends accrued on $166.67 Redeemable Preferred
Stock.................................................... (1,000)
Cash dividends accrued on $50 Redeemable Preferred Stock
(Series B)............................................... (121)
Cash dividends accrued on $50 Redeemable Preferred Stock
(Series C)............................................... (55)
Net Income.................................................
-- --
------ ------ ------- ------- ----------
Balance at December 31, 1994................................. 8,000 -0- 262,000 3 168,317 2 292
Cash dividends accrued on $166.67 Redeemable Preferred
Stock.................................................... (292)
Net loss...................................................
-- --
------ ------ ------- ------- ----------
Balance at December 31, 1995................................. 8,000 $-0- 262,000 $3 168,317 $2 $ 0
====== ======= ======= ======= ======= ======= =========

NOTES RECEIVABLE
ACCUMULATED FROM OFFICERS
DEFICIT AND SHAREHOLDERS TOTAL
----------- ---------------- --------
<S> <C> <C> <C>

Balance at December 31, 1992................................. $ (34,667) $ (640) $(31,808)
Redeemable Preferred Stock cash dividends (Series A)....... (987)
Cash dividends accrued on $166.67 Redeemable Preferred
Stock.................................................... (1,000)
Cash dividends accrued on $50 Redeemable Preferred Stock
(Series B)............................................... (27)
Cash dividends accrued on $50 Redeemable Preferred Stock
(Series C)............................................... (12)
Net income................................................. 11,038 11,038

----------- ------ --------
Balance at December 31, 1993................................. (23,629) (640) (22,796)
Cash dividends accrued on $166.67 Redeemable Preferred
Stock.................................................... (1,000)
Cash dividends accrued on $50 Redeemable Preferred Stock
(Series B)............................................... (121)
Cash dividends accrued on $50 Redeemable Preferred Stock
(Series C)............................................... (55)
Net Income................................................. 2,064 2,064

----------- ------ --------
Balance at December 31, 1994................................. (21,565) (640) (21,908)
Cash dividends accrued on $166.67 Redeemable Preferred
Stock.................................................... (708) (1,000)
Net loss................................................... (398) (398)

----------- ------ --------
Balance at December 31, 1995................................. $ (22,671) $ (640) $(23,306)
=========== =============== ========
</TABLE>

See accompanying notes.

F-21
<PAGE> 131

NEWCITY COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1993 1994 1995
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Operating activities:
Net income (loss)............................................ $ 11,038 $ 2,064 $ (398)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization of intangibles and deferred
interest expense........................................ 7,383 4,168 3,892
Provision for losses on accounts receivable............... 497 538 434
Gain on sale of broadcasting property assets.............. (15,038) (1,585) --
Extraordinary item........................................ 2,048 182 --
Other..................................................... 21 64 (71)
Net changes in operating assets and liabilities........... 956 (1,256) (1,507)
-------- -------- --------
Net cash provided by operating activities............ 6,905 4,175 2,350
Investing activities:
Purchases of property and equipment.......................... (1,545) (1,307) (1,514)
Cash in escrow............................................... -- (175) 1,175
Purchase of Birmingham Communications, Inc................... (10) -- --
Purchase of radio station assets:
Property and equipment.................................... (148) -- (2,608)
Intangibles............................................... (3,602) -- (9,844)
Increase in intangibles...................................... (67) (267) (521)
Net proceeds from sale of broadcasting property assets....... 18,222 8,895 --
-------- -------- --------
Net cash provided (used) by investing activities..... 12,850 7,146 (13,312)
Financing activities:
Long-term debt borrowings.................................... 86,950 3,000 17,200
Extinguishment of debt....................................... (67,383) (3,360) --
Redemption of Cumulative Preferred Stock:
Series A.................................................. (6,790) -- --
Series B.................................................. -- (842) --
Series C.................................................. -- (374) --
Deferred financing and other costs........................... (3,809) -- --
Prepayment penalties on long-term debt extinguishment........ (1,000) -- --
Payments of deferred interest to Investors................... (6,412) (1,457) --
Proceeds from sale of preferred stock to Investors........... 290 -- --
Payments on long-term debt borrowings........................ (21,988) (10,527) (6,200)
-------- -------- --------
Net cash provided (used) by financing activities..... (20,142) (13,560) 11,000
-------- -------- --------
Increase (decrease) in cash and cash equivalents............... (387) (2,239) 38
Cash and cash equivalents at beginning of year................. 2,794 2,407 168
-------- -------- --------
Cash and cash equivalents at end of year....................... $ 2,407 $ 168 $ 206
======== ======== ========
</TABLE>

See accompanying notes.

F-22
<PAGE> 132

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995

1. BUSINESS DATA AND SIGNIFICANT ACCOUNTING POLICIES

Business

NewCity Communications, Inc. (the "Company") operates exclusively in the
radio broadcasting industry. Through its subsidiaries, the Company is the owner
and operator of seventeen radio stations that are located in six geographical
markets in the Southeastern, Southwestern and Northeastern regions of the United
States.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiary, NewCity Broadcasting Company, Inc.,
which itself has various wholly-owned subsidiaries. Upon consolidation, all
significant intercompany accounts and transactions are eliminated.

Revenue Recognition

Revenue is recognized as advertising time is broadcast.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts and disclosures reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Property and Equipment

Property and equipment is stated on the basis of cost. Depreciation of
buildings and equipment is computed by the straight-line method over the
estimated useful lives of the assets (ranging from three to 20 years). Leasehold
improvements are amortized by the straight-line method over the lesser of the
useful lives of the improvements or the lease term.

Intangibles

The excess of cost over the net assets of broadcasting properties acquired
(attributable primarily to FCC licenses) is being amortized over a forty year
period by the straight-line method. Other intangible assets are amortized over
the economic useful lives of such assets. Upon the determination by management
that any impairment has occurred in the carrying value of an intangible, based
on economic events or circumstances, an adjustment is recorded reducing such
intangible during such determination period. The valuation method used to
determine if any impairment has occurred is based on fair value measurements
provided by independent sources or undiscounted future cash flows. Such cash
flows are defined by management as earnings before interest, income taxes,
depreciation and amortization expenses. There were no impairment adjustments to
goodwill during 1995, 1994 or 1993.

Barter Transactions

The Company records barter transactions at the fair value of goods and/or
services received. Expenses from barter transactions are recognized when goods
and/or services received have been used. Revenue from barter transactions is
recognized when advertising time is provided.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Fair value
approximates carrying value.

F-23
<PAGE> 133

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Defined Contribution Plan

The Company sponsors a defined contribution plan (the "Plan") that covers
all employees who meet the eligibility conditions of the Plan, as defined.
Contributions to the Plan by the Company are determined annually by its Board of
Directors in accordance with the terms of the Plan. During the years ended
December 31, 1995, 1994 and 1993, the Company contribution to the Plan was
approximately $10,000 each year. Employee contributions to the Plan are
voluntary and are based on eligible compensation, as defined.

Radio Station Format Costs

The Company considers all costs incurred in connection with changing the
programming format of its radio stations to be period costs expensed as
incurred.

Earnings per Share

Earnings per share information has not been presented as NewCity does not
have publicly traded equity securities and is not registering stock to be sold
in a public market.

Impairment of Long-Lived Assets

In March 1995, the FASB issued Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. Statement 121 also addresses the accounting for long-lived
assets that are expected to be disposed of. The Company will adopt Statement 121
in the first quarter of 1996 and, based on current circumstances, does not
believe the effect of adoption will be material.

2. DEBT

Long-term debt is comprised of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- 1995
1994 1995 FAIR VALUE
------- ------- ----------
<S> <C> <C> <C>
Borrowings under Senior Credit Facility:
Line of Credit due in 2000..................................... $ 1,000 $ 6,000 $ 6,000
Term Loan due in 1999.......................................... 4,000 4,000
------- -------
1,000 10,000
16.33% promissory note......................................... 2,000 2,000
11.375% senior subordinated notes due November 1, 2003......... 75,000 75,000 69,375
------- -------
76,000 87,000
Less current portion............................................. 1,200
------- -------
$76,000 $85,800
======= =======
</TABLE>

The fair value of the Company's 11.375% subordinated notes is based on
published market prices.

On November 1, 1993 in connection with a refinancing, the Company entered
into a loan agreement with Fleet National Bank ("Fleet") (the "Fleet Agreement")
that provided for an aggregate senior credit facility of $15,000,000. One
portion of the senior credit facility provided an $11,000,000 reducing revolving
line of credit maturing on March 31, 2000 (the "Line of Credit"). Beginning on
March 31, 1996, the Line of Credit is subject to permanent quarterly reductions
that continue until maturity on March 31, 2000, when a final aggregate reduction
of $2,000,000 occurs. As of December 31, 1995, the Line of Credit availability
was

F-24
<PAGE> 134

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$8,510,000 as the result of an open standby letter of credit of $2,490,000
issued by Fleet in May 1995 in connection with the Company's issuance of the
16.33% promissory note due May 16, 1997. The Line of Credit availability will
continue to be reduced by any outstanding standby letter of credit issued, or to
be issued, in connection with the 16.33% promissory note. The Fleet Agreement
also provided for a separate revolving line of credit of $4,000,000 to be used
for future acquisitions of radio stations, as defined, that will convert to a
term loan on March 31, 1996 and mature on December 31, 1999 (the "Term Loan").
Principal payments for any borrowings outstanding on the conversion date will
commence on June 30, 1996 and continue on a quarterly basis until maturity in
amounts ranging from $66,666 to $400,000. Collectively, the Line of Credit and
the Term Loan represent the Company's aggregate senior credit facility (the
"Senior Credit Facility").

Interest on any borrowings under the Fleet Agreement is payable at the
prime interest rate maintained by Fleet plus 1.5% or, at the Company's option,
the London Interbank Offered Rate ("LIBOR") plus 2.75% (the "LIBOR Option"). At
December 31, 1994 and 1995, the Company had exercised its LIBOR Option for the
entire principal balances outstanding with Fleet, thereby setting its interest
rates on such borrowings at approximately 8.9% through May 1995, and 8.4%
through November 1996, respectively. The effective interest rate for the Fleet
borrowings, including amortization of deferred financing costs, was 7.7% for the
period from November 1, 1993 through December 31, 1993 and 9.4% and 10% for the
years ended December 31, 1994 and 1995, respectively. The Company has pledged
all assets to Fleet. In addition, the terms of the Fleet Agreement, among other
conditions, restrict the Company's ability to pay dividends and incur additional
indebtedness; require the Company to maintain an annual minimum level of cash
flow, as defined; and restrict annual capital expenditures.

The 16.33% promissory note was issued on May 17, 1995 in connection with
the acquisition of substantially all the assets of radio station KJSR-FM in
Tulsa, (see Note 3). Such promissory note, which will be constantly secured by a
standby letter of credit for all future debt service payments, requires annual
principal payments of $1,000,000, plus interest, on May 16, 1996 and 1997,
respectively.

On November 2, 1993, the Company entered into an agreement with Shawmut
Bank Connecticut, National Association (the "Trustee") that governs the terms
and conditions of the 11.375% Senior Subordinated Notes (the "Notes") (the
"Indenture"). Among the conditions of the Indenture are limitations on the
Company's ability to incur additional indebtedness and make restricted payments,
as defined. Interest on the Notes is payable each May 1 and November 1 to the
Trustee. For the period from November 2, 1993 through December 31, 1993 and for
the years ended December 31, 1994 and 1995, the effective interest rate for the
Notes, including amortization of deferred financing costs, approximated 12%,
respectively.

The Company also entered into an Amended and Restated Note and Stock
Purchase Agreement on November 2, 1993 with its Investors, as defined in Note 6,
(the "Amended Investor Agreement") in connection with its refinancing. The
Amended Investor Agreement provides for limitations on additional indebtedness
and restricted payments, as defined, among other conditions. In addition, the
Amended Investor Agreement provides for limitations, as defined, on any
distributions related to, or redemptions of, its capital stock and grants
certain registration rights, as defined, to the Investors in connection with
certain future events affecting the Common Stock of the Company. The Company has
also agreed to indemnify the Investors for any future incremental income taxes
incurred by the Investors arising as a result of the refinancing of certain
Investor indebtedness in 1993 that was paid in 1994.

The Company recorded an extraordinary loss related to its refinancing of
$2,048,000 during the year ended December 31, 1993. The components of the
extraordinary loss include prepayment penalties of $1,000,000 related to the
early retirement of certain indebtedness. In addition, the extraordinary loss
includes $644,000 related to the write-off of unamortized deferred financing
costs and $404,000 due to the recognition of a liability in an amount equal to
the present value of future payments due on existing interest rate swap
agreements that expired in April and June 1994.

F-25
<PAGE> 135

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During the year ended December 31, 1994, the Company also recorded an
extraordinary loss of $182,000 related to its early retirement of certain
indebtedness to Investors. Such loss represents the write-off of unamortized
deferred financing costs.

Annual principal maturities of long-term debt through the year 2000 at
December 31, 1995 are as follow (in thousands):

3. SALE OF BROADCASTING PROPERTY AND AGREEMENT TO SELL AND LEASE BROADCASTING
PROPERTY

On August 17, 1993, the Company sold substantially all the assets of
WYAY-FM, a radio broadcasting property located in Atlanta, for a gross selling
price of $19,000,000. The net proceeds received on such date, approximately
$18,222,000 after deducting direct selling expenses, plus working capital, were
entirely used to concurrently reduce certain indebtedness outstanding at that
time by $18,500,000.

As a result of the sale of the assets of WYAY-FM, the Company recorded a
gain of $15,038,000 for financial reporting purposes equal to the difference
between the contract selling price less all related selling expenses, and the
net carrying value of the assets sold on August 17, 1993. A substantial portion
of the assets sold was comprised of intangibles and equipment.

In a separate transaction, on June 18, 1993 the Company entered into a
contract for the sale of substantially all the assets of WJZF-FM (formerly
WYAI-FM), a radio broadcasting property also located in Atlanta, for $8,000,000.
A challenge to such contract was filed with the Federal Communications
Commission ("FCC") which significantly delayed the completion of the contract
closing. On May 5, 1995, the FCC dismissed the application for consent to the
sale of WJZF-FM. The prospective buyer has appealed the FCC ruling. The FCC's
decision and the ultimate outcome of any appeal related to WJZF-FM should not
have a material financial impact on the Company.

The company that is appealing the FCC's decision to allow the purchase of
WJZF-FM also entered into an agreement effective January 1, 1994 to begin
leasing substantially all the assets of such radio station. The lease may be
terminated at the option of either party, as defined.

On September 20, 1994, the Company amended the existing leasing arrangement
for radio station WJZF-FM (the "Amendment"). Among other items, the Amendment
provided for the extension of the lease term through December 31, 1999 and the
issuance by the Company to the lessee of an exclusive option to purchase
substantially all the assets of radio station WJZF-FM during the lease term (the
"Option"). In consideration for the Option, the Company received a cash payment
of $9,123,000 that is nonrefundable (the "Option Payment"). Upon the exercise of
the Option, the Company will receive additional cash consideration of $100. In
addition, upon the exercise of the option, the Company is obligated to execute a
new definitive agreement for the sale of substantially all the assets of
WJZF-FM. Of the total cash proceeds received, $6,033,000 was immediately paid to
the Investors to retire certain indebtedness, plus deferred interest, and all
the outstanding shares of certain redeemable preferred stock, plus accrued
dividends (see Note 6). An additional $3,000,000 was concurrently used to reduce
outstanding borrowings under the Company's Senior Credit Facility. Because the
cash proceeds received from the Option Payment are nonrefundable and such
proceeds, in the opinion of management, approximated the fair market value of
the assets of WJZF-FM, the Company accounted for the economic substance of this
transaction as if a sale of substantially all the assets of WJZF-FM had
occurred. Accordingly, a gain of $1,585,000 was recorded for financial reporting
purposes

F-26
<PAGE> 136

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

equal to the difference between the Option Payment received, less all related
selling expenses, and the net carrying value of the assets of WJZF-FM, including
all intangibles and equipment. For income tax purposes, the Company recognized a
loss related to the WJZF-FM transaction.

Net broadcasting revenues and operating costs and expenses for the
broadcasting properties sold or held for sale or lease were as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
--------------------
1993 1994 1995
------ ---- ----
(DOLLARS IN
THOUSANDS)
<S> <C> <C> <C>
Net broadcasting revenues....................................... $3,714 $270 $349
Operating costs and expenses.................................... 3,556 485 270
</TABLE>

4. ACQUISITIONS

During the three year period ended December 31, 1995, the Company acquired
substantially all the assets of the following radio broadcasting properties:

<TABLE>
<CAPTION>
PURCHASE RADIO BROADCASTING
ACQUISITION DATE PRICE PROPERTY AND LOCATION
------------------------------------------- ---------- ------------------------
<S> <C> <C>
May 31, 1995............................... $6,000,000 WCFB-FM (Orlando)
May 17, 1995............................... 3,500,000 KJSR-FM (Tulsa)
March 17, 1995............................. 3,206,000 KCJZ-FM (San Antonio)
March 3, 1995.............................. 500,000 WZKD-AM (Orlando)
August 3, 1993............................. 3,750,000 WBBS-FM (Syracuse)
</TABLE>

Each of these acquisitions was financed with a combination of borrowings
under the Senior Credit Facility (see Note 2), promissory notes to seller,
certain indebtedness to Investors, cash in escrow or cash on hand. One
promissory note to seller and certain indebtedness to Investors issued in
connection with the purchase of WBBS-FM was repaid in 1993 and 1994,
respectively.

On March 1, 1993, the Company acquired 100% of the voting common stock of
Birmingham Communications, Inc. (BCI), a corporation originally established by
certain Investors with a capitalization of subordinated debt borrowings from
such Investors of $2,160,000 bearing 25% deferred interest and proceeds of
$540,000 from the issuance of preferred stock, bearing cumulative $25 per share
annual cash dividends to such Investors. The total BCI purchase price was
$2,991,000 consisting of $10,000 in cash and the assumption of BCI's
subordinated debt and preferred stock obligations having a carrying amount of
$2,385,000 and $596,000, respectively. In a separate transaction, in February
1993, BCI also entered into an asset purchase agreement to purchase the FM radio
station being leased by the Company in Birmingham, WODL-FM. On May 19, 1993, the
FCC approved the purchase of such FM radio station by BCI. All BCI indebtedness
to Investors was repaid in 1994 (see Note 6).

The purchase method of accounting for business combinations was used to
record all acquisitions and, accordingly, the accompanying consolidated
financial statements reflect the operating results of the radio stations from
the respective dates of acquisition. A substantial portion of each purchase
price was allocated to intangibles to reflect the FCC broadcasting licenses
acquired.

F-27
<PAGE> 137

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The unaudited consolidated results of operations of the Company on a pro
forma basis for the years ended December 31, 1993, 1994 and 1995, assuming all
acquisitions occurred on January 1 of each respective year, are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1993 1994 1995
------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net broadcasting revenues................................. $54,577 $53,995 $55,636
Loss before extraordinary item............................ (3,079) (34) (675)
Net income (loss)......................................... 9,911 1,369 (675)
</TABLE>

5. LEASING ARRANGEMENTS FOR BROADCASTING PROPERTIES

During the three year period ended December 31, 1995, the Company leased
substantially all the assets of certain radio broadcasting properties under
separate leasing arrangements, including two such leasing arrangements for
KCJZ-FM and WODL-FM with its Investors. As of December 31, 1995, the Company had
acquired each of the radio broadcasting properties that had been leased.

The Company has treated all leasing arrangements for radio stations as
operating leases. It has included the broadcasting revenues and operating costs
and expenses of each radio station from the respective initial lease dates in
its consolidated statement of operations.

6. TRANSACTIONS WITH INVESTORS

During 1990, the Company entered into a Note and Stock Purchase Agreement
("Investor Agreement") with an association of investment partnerships and
individual investors (collectively, the "Investors") that provided for an
aggregate cash investment in the Company by the Investors of $20,000,000. As
consideration for such investment, the Investors received 6,000 shares of newly
created $166.67 Redeemable Preferred Stock, 8,000 shares of newly created 9%
Convertible Preferred Stock and $6,000,000 of 25% subordinated promissory notes.
Each share of these two new classes of preferred stock was sold to the Investors
at $1,000 per share.

On November 2, 1993, as a result of a refinancing of the Company's
long-term indebtedness, the 25% $6,000,000 subordinated promissory notes, plus
deferred interest through such date and a prepayment penalty of $600,000, were
paid in full. As part of the Refinancing, the Company entered into an Amended
Investor Agreement that provided for the Company to issue two new series of
Redeemable Preferred Stock to the Investors in exchange for certain outstanding
shares of Preferred Stock held by the Investors prior to the refinancing which
had been issued by two subsidiaries to assist in financing certain acquisitions.
As a result, the Company issued to its Investors 2,700 shares of newly created
Series B Redeemable Preferred Stock and 1,450 shares of newly created Series C
Redeemable Preferred Stock. The Preferred Stock shares returned to the Company
by the Investors were retired. Both the Series B and C shares were subject to a
mandatory redemption on December 31, 2005. However, on September 20, 1994, the
Company redeemed all shares of its Series B and C Preferred Stock for $830,000
and paid aggregate accrued cumulative dividends thereon of $385,700 to its
Investors (see Note 3 for additional details). In addition, on September 20,
1994, the Company retired certain indebtedness due to the Investors of
$3,360,000, plus deferred interest through such date. The Company had borrowed
such indebtedness from the Investors to assist in financing the acquisitions of
certain radio broadcasting properties. As part of the Amended Investor
Agreement, the Company amended its certificate of incorporation on November 2,
1993 to provide for the extension of the mandatory redemption date for the
$166.67 Redeemable Preferred Stock to December 31, 2005. Also, such amendment
provides that dividends on the $166.67 Preferred Stock cease to accrue after
July 31, 1998 and that the aggregate maximum redemption value is $14,000,000.

F-28
<PAGE> 138

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On March 17, 1995, the Company acquired substantially all the assets of
KCJZ-FM, located in San Antonio, from its Investors for a cash payment of
$3,206,000 (see Note 3). Previously, such radio station had been leased from the
Investors (see Note 9).

The $166.67 Redeemable Preferred Stock shareholders are entitled to a
cumulative cash dividend each year on July 31. However, the declaration and
payment date for such dividends is subject to the approval of the Board of
Directors. Since the date of issuance, the Company has not paid a cash dividend
on this stock. Convertible Preferred Stock dividends are payable only if and
when declared by the Board of Directors.

The $166.67 Redeemable Preferred Stock has a mandatory redemption value of
$1,000 per share plus any unpaid cumulative dividends. Also, the $166.67
Redeemable Preferred Stock is subject to a mandatory redemption and,
accordingly, dividends are accrued ratably over the period by increasing the
carrying amount of the Redeemable Preferred Stock obligation with a
corresponding charge to additional paid-in capital or accumulated deficit. At
December 31, 1995, aggregate cumulative accrued dividends amounted to $5,348,000
on such stock. In the event of the Company's liquidation or similar
circumstances, as defined in the Investor Agreement, the Redeemable Preferred
Stock shareholders are entitled to receive $1,000 per share plus any unpaid
cumulative dividends while the Convertible Preferred Stock shareholders are
entitled to receive $1,000 per share before any payments can be made to Common
Stock shareholders.

However, the liquidation value per share for the Convertible Preferred
Stock reduces annually by $125 each August 1. The Convertible Preferred Stock
provides the option, at any time, to convert each share into 44.26 shares of the
Company's Class B Common Stock, subject to certain adjustments, and to exercise
registration rights in certain circumstances. The $166.67 Redeemable Preferred
Stock and Convertible Preferred Stock provide for shareholder voting approval of
certain transactions, as defined. The Investor Agreement also provides that no
more than 7,111 shares of such stock may be converted into Class B Common Stock
prior to March 15, 1996. The Company has reserved 354,080 shares of Class B
stock for such conversion.

The amendment to the certificate of incorporation on November 2, 1993
required by the Amended Investor Agreement also provided that the approval of a
majority in interest of the holders of the $166.67 Redeemable Preferred Stock is
required for any future changes to the Company's existing capital stock
structure.

Because the Series B and C Preferred Stock shares redeemed in 1994 were
subject to a mandatory redemption, dividends were accrued ratably over the
period by increasing the carrying amount of the respective obligations with a
corresponding charge to additional paid-in capital due to the absence of
accumulated earnings.

All shares outstanding for the $166.67 Redeemable Preferred Stock are
nonvoting except as required by law or agreement.

7. CAPITAL STOCK

The $.05 Preferred Stock is issuable in designated series at the discretion
of the Board of Directors. The Board of Directors also has the authority to
determine all rights and restrictions associated with any designated series to
be issued including redemption and liquidation values, and dividend and
conversion rights. All series of Preferred Stock are nonvoting, except as
required by law or agreement.

The Board of Directors designated 25,000 shares of Preferred Stock as
Cumulative Preferred Stock, Series A, with a redemption value of $1,000 per
share and an annual dividend rate of $200 per share in cash or additional shares
of Series A Preferred Stock payable on each December 31. The Series A Preferred
Stock was subject to a mandatory redemption on July 31, 1998 and accordingly
dividends were accrued ratably over

F-29
<PAGE> 139

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the period by increasing the carrying amount of the Series A Preferred Stock
obligation with a corresponding charge to additional paid-in capital.

During 1993, the Company redeemed all outstanding shares of Series A
Preferred Stock as part of a refinancing and paid cash dividends related to such
shares of $474,000. As a result of the redemption of all Series A shares plus
cash dividends thereon, cash payments made to Series A shareholders included
$2,889,000 in aggregate to officers and directors of the Company and $567,000 to
an Investor.

The shareholders of Class A and Class B Common Stock have the right to
vote, with Class A shares having ten times the voting rights of Class B shares.
Under the terms of its loan agreements, the Company cannot pay cash dividends on
its Class A and Class B Common Stock until minimum annual cash flow and
operating income requirements, as defined in the respective loan agreements,
have been attained.

Additionally, all holders of currently outstanding Common Stock have
entered into, and anyone purchasing Common Stock shall be required to enter
into, a "Purchase Agreement" containing restrictions on the resale or transfer
of that stock. Any sale, assignment, transfer or other disposition of Common
Stock is subject to the Company's right of first refusal and upon the other
terms and conditions as offered by a third party.

In total, the Company had reserved 515,994 shares of Class B Common Stock
for future issuance at December 31, 1995.

All repurchases of Common Stock are subject to compliance with covenants
contained in the Company's loan agreements as well as restrictions imposed by
applicable legal requirements regarding sufficiency of capital surplus. The
Purchase Agreement provides that the Company may purchase shares of Common Stock
with either cash or, if not permitted by its loan agreements to pay cash, a
noninterest bearing promissory note which will be subordinated to the Company's
other debt instruments. The promissory notes will have no stated maturity,
permitting the Company to defer payment of such notes until it is permitted to
do so under its various loan agreements.

See Notes 6 and 8 for additional information concerning the Company's
capital stock.

8. STOCK OPTION PLAN AND EMPLOYEE STOCK PURCHASE PLAN

The Company has an Incentive Stock Option Plan (the "Plan") and has
authorized 100,000 shares of Class B Common Stock for issuance thereunder, of
which 53,070 are available for grant at December 31, 1995. Under terms of the
Plan, the exercise price of any options will not be less than the fair market
value of such shares at the date such options are granted. The Company accounts
for stock option grants in accordance with APB Opinion No. 25, "Accounting for
Stock Issued to Employees." At December 31, 1995, there were no options
outstanding under such plan. During 1995, 1994 and 1993, there were no such
options exercised.

On February 1, 1996, the Company granted an option to an officer that
permits the purchase of up to 3,534 shares of Class B Common Stock at an
exercise price of $20 per share. Such option expires in 2001.

The Company also has an Employee Stock Purchase Plan and has reserved
158,500 shares of Class B Common Stock and 694 shares of Series A Redeemable
Preferred Stock for issuance thereunder, of which 108,883 shares and 62 shares,
respectively, are available for purchase at December 31, 1995. The purchase
price per share for both the Class B Common Stock and the Series A Redeemable
Preferred Stock shall be determined by the Board of Directors on the date such
shares are authorized to be granted. During 1995, 1994 and 1993, respectively,
no shares of Class B Common Stock or Series A Stock were sold under the Plan.

F-30
<PAGE> 140

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. LEASE COMMITMENTS

The Company conducts a substantial portion of its operations from leased
premises and also leases various equipment. The leases, classified as operating
leases, extend through 2010 and provide for options to extend lease terms in
certain instances.

Future annual minimum payments under noncancellable office space and
equipment operating leases are as follows at December 31, 1995 (in thousands):

<TABLE>
<S> <C>
1996............................................................. $1,319
1997............................................................. 1,055
1998............................................................. 951
1999............................................................. 689
2000............................................................. 338
Thereafter....................................................... 933
------
$5,285
======
</TABLE>

Rent expense attributable to all operating leases was $1,893,000,
$1,805,000 and $1,693,000 for the years ended December 31, 1993, 1994 and 1995,
respectively.

Included in such rental expense is $600,000, $618,000 and $380,000 in 1993,
1994 and 1995, respectively, for operating lease arrangements related to
broadcasting properties of which $179,000, $171,000 and $43,000 was paid to an
Investor, respectively.

10. BARTER TRANSACTIONS

Excluding barter transactions related to its broadcasting properties sold
the accompanying consolidated statement of operations includes revenue from
barter transactions of $3,493,000, $3,180,000 and $4,346,000, and expenses from
barter transactions of $3,595,000, $3,230,000 and $4,292,000 for the years ended
December 31, 1993, 1994 and 1995, respectively.

11. INCOME TAXES

Significant components of the Company's deferred income tax liability and
assets are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1994 1995
------- --------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Deferred income tax liability -- property and equipment......... $ 3 $ --
======= ========
Deferred income tax assets:
FCC broadcast licenses........................................ $ -- $ 7,796
Allowance for bad debts....................................... 336 264
Net operating loss carryforwards.............................. 1,058 3,407
All others.................................................... 268 289
------- --------
Total deferred income tax assets...................... 1,662 11,756
Valuation allowance for deferred income tax assets.............. (1,659) (11,756)
------- --------
Net deferred income tax assets........................ $ 3 $ --
======= ========
</TABLE>

The valuation allowance for deferred income tax assets was $3,329,000 at
January 1, 1994.

F-31
<PAGE> 141

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The reconciliation of income tax attributable to income before
extraordinary item computed at the U.S. federal statutory tax rates to income
tax expense follows:

<TABLE>
<CAPTION>
LIABILITY METHOD
---------------------------------------------------------
1993 1994 1995
----------------- ----------------- ----------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------- ------- ------ ------- ------ -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Tax at U.S. federal statutory
rates.............................. $ 4,850 34.3% $ 820 34.0% $(51) (34)%
State income taxes, net of federal
tax benefit........................ 500 3.5 109 4.5 164 110
Amortization of goodwill............. 524 3.7 440 18.2 188 126
Gain on sale of broadcasting
property........................... -- -- (663 ) (27.5) -- --
Use of net operating loss
carryforwards...................... (4,079) (28.8) (718 ) (29.8) -- --
Effect of extraordinary item......... (696) (4.9) (61 ) (2.6) -- --
Other................................ (41) (.3) 238 10.0 (52) (35)
------- ------- ------ ------- ------ -------
$ 1,058 7.5% $ 165 6.8% $249 167%
======= ===== ====== ===== ====== =====
</TABLE>

At December 31, 1995, the Company had a federal net operating loss
carryforward of approximately $10,400,000 that expires in various amounts in
years through 2010. Pursuant to the Internal Revenue Code, the Company's loss
carryforwards could be limited under certain circumstances.

During 1995, the Company obtained the approval of the Internal Revenue
Service ("IRS") to begin amortizing, for federal income tax reporting purposes,
the costs attributable to the Federal Communications Commission ("FCC")
broadcasting licenses acquired in 1986. The total of such costs of $33,317,000
will be included as additional amortization expense in the Company's income tax
returns through 2000.

The Company reported the following current provisions for income taxes:

<TABLE>
<CAPTION>
1993 1994 1995
------ ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Federal..................................................... $ 300 -- --
State....................................................... 758 $165 $249
------ ---- ----
$1,058 $165 $249
====== ==== ====
</TABLE>

For the year ended December 31, 1993, the federal provision is attributable
to the alternative minimum tax arising from the limitation on the use of net
operating loss carryforwards in calculating such tax. For the years ended
December 31, 1993, 1994 and 1995, the Company also recorded provisions for state
franchise taxes. However, such amounts, which are immaterial to consolidated
results of operations, are included in selling, general and administrative
expenses.

On April 17, 1993, the Department of Revenue of the Commonwealth of
Massachusetts made an assessment against the Company of approximately $451,000
relating to the tax years 1987 to 1989. The Company intends to defend this
assessment vigorously through the administrative process and, if necessary, in
the courts. In the opinion of management, the outcome of the matter described in
this paragraph will not have a material adverse effect on the Company's
financial condition or results of operations.

12. CONTINGENCIES

The Company is party to certain litigation arising in the ordinary course
of business. Management believes, based upon discussion with counsel, that such
litigation will not have any material adverse effect on the financial condition
or results of operations of the Company.

F-32
<PAGE> 142

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. SUPPLEMENTAL CASH FLOW INFORMATION

Net changes in operating assets and liabilities include:

<TABLE>
<CAPTION>
1993 1994 1995
------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Accounts receivable....................................... $(1,185) $ (575) $ (489)
Prepaid expenses and other assets......................... (127) 246 141
Deferred barter expenses.................................. 227 165 (53)
Accounts payable.......................................... 542 (158) (212)
Accrued expenses.......................................... 503 (527) (1,369)
Salaries, wages and commissions payable................... (195) 21 45
Accrued interest payable.................................. 1,175 (402) 249
State taxes payable....................................... 411 107 (9)
Deferred barter revenue................................... (395) (133) 190
------- ------- -------
$ 956 $(1,256) $(1,507)
======= ======= =======
</TABLE>

The components of depreciation, amortization and deferred interest expense
are as follows:

<TABLE>
<CAPTION>
1993 1994 1995
------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Depreciation and amortization of property and equipment...... $1,997 $1,282 $1,751
Amortization of intangibles.................................. 3,059 1,788 1,759
Deferred interest expense.................................... 2,327 1,098 382
------ ------ ------
$7,383 $4,168 $3,892
====== ====== ======
</TABLE>

Income tax payments were $670,000, $190,000 and $267,000 in 1993, 1994 and
1995, respectively.

During the years ended December 31, 1993, 1994 and 1995, interest payments
amounted to $7,473,000, $9,425,000 and $9,125,000, respectively, excluding
aggregate deferred interest payments to Investors of $6,412,000, $1,457,000 and
none, respectively.

See Notes 2, 4, 6 and 10 for description of noncash transactions.

14. SUBSEQUENT EVENT

On February 22, 1996, the Company acquired an office building in
Birmingham, Alabama for $900,000 that will eventually become the operating site
for the Company's radio broadcasting properties presently located in Birmingham.
The funds to finance such acquisition were provided by a mortgage loan from a
local bank. The mortgage loan bears interest at prime plus one-half percent and
has escalating annual principal payments ranging from $32,400 in the first year
to $423,000 in 2006.

F-33
<PAGE> 143

NEWCITY COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
----------- ------------
(UNAUDITED)
(DOLLARS IN THOUSANDS,
EXCEPT FOR SHARE DATA)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................................... $ 638 $ 206
Accounts receivable, less allowances of $667 and $678....................... 11,783 10,709
Prepaid expenses and other current assets................................... 1,208 608
Deferred barter expenses.................................................... 1,597 1,104
----------- ------------
Total current assets................................................. 15,226 12,627
Property and equipment:
Land........................................................................ 2,154 2,237
Buildings................................................................... 3,044 2,269
Equipment................................................................... 17,265 16,800
Leasehold improvements...................................................... 563 559
----------- ------------
23,026 21,865
Less accumulated depreciation and amortization................................ 13,568 12,828
----------- ------------
9,458 9,037
Other assets:
Intangibles, primarily cost in excess of net assets of businesses acquired,
less accumulated amortization of $14,268 and $13,195...................... 59,041 60,064
Other....................................................................... 164 212
----------- ------------
59,205 60,276
----------- ------------
Total assets......................................................... $ 83,889 $ 81,940
=========== ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable............................................................ $ 1,090 $ 933
Accrued expenses............................................................ 957 927
Salaries, wages and commissions payable..................................... 746 733
Accrued interest payable.................................................... 1,657 1,671
State income taxes payable.................................................. 1,009 898
Deferred barter revenue..................................................... 2,388 1,736
Current portion of long-term debt........................................... 1,700 1,200
----------- ------------
Total current liabilities............................................ 9,547 8,098
Long-term debt, less current portion.......................................... 85,589 85,800
$166.67 Cumulative redeemable preferred stock held by certain Investors
(preference in liquidation, redemption value in 2005 -- $14,000):
Authorized, issued and outstanding shares -- 6,000.......................... 11,848 11,348
Stockholders' deficiency:
Preferred Stock, par value $.05
Authorized shares -- 5,000
Issued shares -- none..................................................... -- --
9% Convertible Preferred Stock held by certain Investors (preference in
liquidation), par value $.05:
Authorized, issued and outstanding shares -- 8,000........................ -- --
Class A Common Stock, par value $.01:
Authorized shares -- 500,000
Issued and outstanding shares -- 262,000.................................. 3 3
Class B Common Stock, par value $.01:
Authorized shares -- 700,000
Issued and outstanding shares -- 166,817.................................. 2 2
Accumulated deficit......................................................... (22,460) (22,671)
8% Notes receivable from certain officers and shareholders for Class A
Common Stock.............................................................. (640) (640)
----------- ------------
(23,095) (23,306)
----------- ------------
Total liabilities and stockholders' deficiency....................... $ 83,889 $ 81,940
=========== ============
</TABLE>

See accompanying notes.

F-34
<PAGE> 144

NEWCITY COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
30,
---------------------
1996 1995
------- -------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Broadcasting revenues:
Local................................................................ $21,986 $20,877
National and regional................................................ 9,315 8,611
Other................................................................ 1,229 1,274
------- -------
32,530 30,762
Less advertising agency commissions.................................... (3,665) (3,390)
------- -------
Net revenues................................................. 28,865 27,372
Station operating costs and expenses:
Broadcasting operations.............................................. 9,723 9,558
Selling, general and administrative.................................. 10,548 10,761
Depreciation and amortization........................................ 1,642 1,518
Corporate general and administrative expenses.......................... 888 964
------- -------
Total operating costs........................................ 22,801 22,801
------- -------
Operating income....................................................... 6,064 4,571
Interest expense....................................................... 5,102 4,760
------- -------
Income (loss) before income taxes...................................... 962 (189)
Income tax expense..................................................... 250 136
------- -------
Net income (loss) before preferred stock dividends........... 712 (325)
Preferred stock dividends.............................................. (500) (618)
------- -------
Net income (loss) available to common shareholders........... $ 212 $ (943)
======= =======
</TABLE>

See accompanying notes.

F-35
<PAGE> 145

NEWCITY COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
30,
---------------------
1996 1995
------- -------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Operating activities:
Net income (loss)............................................ $ 712 $ (325)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization............................. 1,837 1,709
Provision for losses on accounts receivable............... 258 292
Changes in operating assets and liabilities:
Increase in accounts receivable........................... (1,332) (565)
Increase in prepaid expenses and other current assets..... (600) (637)
Increase in deferred barter expenses...................... (493) (597)
Increase in accounts payable.............................. 157 647
Increase (decrease) in accrued expenses................... 30 (961)
Increase (decrease) in salaries, wages and commissions
payable................................................. 13 (98)
Increase (decrease) in state income taxes payable......... 111 (82)
Increase (decrease) in accrued interest payable........... (14) 48
Increase in deferred barter revenue....................... 652 650
(Increase) decrease in other assets....................... 48 (80)
------- -------
Net cash provided by operating activities............ 1,379 1
Investing activities:
Purchase of property, plant and equipment.................... (1,483) (1,066)
Purchases of radio station assets:
Intangibles............................................... -- (9,844)
Property and equipment.................................... -- (2,608)
Increase in intangibles...................................... (53) (355)
Decrease in cash in escrow................................... -- 1,175
Proceeds from sale of land and equipment..................... 300 --
------- -------
Net cash used by investing activities................ (1,236) (12,698)
Financing activities:
Principal payments on long-term borrowings................... (5,311) (1,600)
Proceeds from long-term borrowings........................... 5,600 14,200
------- -------
Net cash provided (used) by financing activities..... 289 12,600
------- -------
Increase (decrease) in cash and cash equivalents............... 432 (97)
Cash and cash equivalents at beginning of period............... 206 168
------- -------
Cash and cash equivalents at end of period..................... $ 638 $ 71
======= =======
</TABLE>

See accompanying notes.

F-36
<PAGE> 146

NEWCITY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 1996

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of NewCity
Communications, Inc. ("the Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, certain information and footnote disclosures required by generally
accepted accounting principles for complete financial statements have been
excluded. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the six month period ended June 30, 1996 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1996.

The balance sheet data at December 31, 1995 was derived from the audited
consolidated financial statements included in the Form 10-K Annual Report filed
by the Company for the year ended December 31, 1995. The accompanying unaudited
consolidated financial statements should be read in conjunction with such
audited consolidated financial statements.

2. INCOME TAXES

The Company's effective tax rate differs from the Federal statutory tax
rate because of the use of Federal net operating loss carryforwards.

3. SUBSEQUENT EVENT

On July 3, 1996, the Company executed a definitive agreement to sell all of
its outstanding shares of capital stock to Cox Radio, Inc. (Cox Radio), a
wholly-owned subsidiary of Cox Broadcasting, Inc. in exchange for aggregate
consideration, as defined, of approximately $250,000,000. Payment of such
consideration will be made by a combination of cash and the assumption of
certain indebtedness on the closing date. The definitive agreement payment
obligations of Cox Radio have been unconditionally guaranteed by Cox
Broadcasting, Inc. Consummation of the transaction will require necessary
federal regulatory approvals as well as the approvals of the Company's
Stockholders and Investors.

F-37
<PAGE> 147

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholder of
Cox Radio, Inc.:

We have audited the accompanying consolidated balance sheet of Infinity
Holdings Corp. of Orlando (the "Company") as of December 31, 1995, and the
related consolidated statements of operations and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Infinity
Holdings Corp. of Orlando at December 31, 1995 and the consolidated results of
its operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Atlanta, Georgia
July 19, 1996

F-38
<PAGE> 148

INFINITY HOLDINGS CORP. OF ORLANDO

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, JUNE 30,
1995 1996
------------ -----------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
PREDECESSOR SUCCESSOR
------------ -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........................................... $ 164 $ 348
Accounts receivable, less allowance for doubtful accounts of $47 and
$74.............................................................. 1,756 1,595
Prepaid expenses and other current assets........................... 39 98
------------ -----------
Total current assets........................................ 1,959 2,041
Plant and equipment, net.............................................. 3,635 3,438
Intangible assets, net................................................ 11,948 35,266
Other assets.......................................................... 20 20
------------ -----------
Total assets................................................ $ 17,562 $40,765
========== =========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses............................... $ 514 $ 534
Other current liabilities........................................... 145 30
------------ -----------
Total current liabilities................................... 659 564
Amounts due to Affiliate.............................................. 11,802 40,000
Other long-term liability............................................. 300 200
------------ -----------
Total liabilities........................................... 12,761 40,764
------------ -----------
Commitments and contingencies (Note 9)
SHAREHOLDER'S EQUITY:
Common Stock, $.01 par value; 50,000 shares authorized; 9,800 shares
issued and outstanding........................................... 1 1
Additional paid-in capital.......................................... 9,458 --
Deficit in retained earnings........................................ (4,658) --
------------ -----------
Total shareholder's equity.................................. 4,801 1
------------ -----------
Total liabilities and shareholder's equity.................. $ 17,562 $40,765
========== =========
</TABLE>

See notes to consolidated financial statements.

F-39
<PAGE> 149

INFINITY HOLDINGS CORP. OF ORLANDO

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED JUNE 30,
DECEMBER 31, ---------------------------
1995 1995 1996
------------ ------------ ------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net revenues:
Local and regional..................................... $ 3,602 $ 1,453 $ 2,530
National............................................... 1,863 855 816
Other.................................................. 167 76 24
------------ ------------ ------------
Total net revenues............................. 5,632 2,384 3,370
Costs and expenses:
Operating.............................................. 1,488 678 926
Selling, general and administrative.................... 3,281 1,608 1,884
Corporate general and administrative................... 418 252 672
Depreciation and amortization.......................... 1,216 570 682
------------ ------------ ------------
Operating loss........................................... (771) (724) (794)
Other expense:
Interest expense....................................... (902) (348) (480)
Other -- net........................................... (39) -- (340)
------------ ------------ ------------
Loss before extraordinary item........................... (1,712) (1,072) (1,614)
Extraordinary item....................................... (36) (36) (346)
------------ ------------ ------------
Net loss................................................. $ (1,748) $ (1,108) $ (1,960)
========== ========== ==========
</TABLE>

See notes to consolidated financial statements.

F-40
<PAGE> 150

INFINITY HOLDINGS CORP. OF ORLANDO

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDING
YEAR ENDED JUNE 30,
DECEMBER 31, -------------------------
1995 1995 1996
------------ ----------- -----------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................................... $ (1,748) $(1,108) $(1,960)
Items not requiring cash:
Depreciation and amortization............................ 1,216 570 682
Extraordinary item....................................... 36 36 346
(Increase) decrease in accounts receivable................. (1,055) (539) 134
Increase (decrease) in accounts payable and accrued
expenses................................................. 341 467 (95)
Other, net................................................. (290) (243) (74)
-------- ------- -------
Net cash used in operating activities............ (1,500) (817) (967)
-------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures....................................... (588) (503) (76)
-------- ------- -------
Net cash used in investing activities............ (588) (503) (76)
-------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in amounts due to Affiliate....................... 1,684 1,259 1,227
-------- ------- -------
Net cash provided by financing activities........ 1,684 1,259 1,227
-------- ------- -------
Net increase (decrease) in cash and cash equivalents....... (404) (61) 184
Cash and cash equivalents at beginning of period........... 568 568 164
-------- ------- -------
Cash and cash equivalents at end of period................. $ 164 $ 507 $ 348
======== ======= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest..................................... $ 764 $ 179 $ 630
======== ======= =======
</TABLE>

See notes to consolidated financial statements.

F-41
<PAGE> 151

INFINITY HOLDINGS CORP. OF ORLANDO

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Infinity Holdings Corp. of Orlando, formerly GCI Orlando Holding, Inc.,
("the Company"), is a wholly-owned subsidiary of Infinity Broadcasting
Corporation ("Infinity"), which acquired the Company in connection with its
purchase of the operating subsidiaries of Granum Holdings, L.P. ("Granum") on
June 26, 1996. Subsequently in June 1996, Cox Radio entered into an agreement
with Infinity to purchase the Company. The Company operates three radio
stations, WHOO-AM, WHTQ-FM and WMMO-FM, located and broadcast in Orlando.

The acquisition of the Company by Infinity was recorded, effective June 30,
1996, using the purchase method of accounting, whereby the allocable share of
the Granum purchase price was pushed down to the assets acquired and liabilities
assumed based on their fair values at the date of acquisition as follows (in
thousands):

<TABLE>
<S> <C>
Net working capital............................................. 1,596
Plant and equipment............................................. 3,438
Goodwill/FCC broadcast licenses................................. 35,266
-------
$40,300
=======
</TABLE>

For balance sheet purposes, the Company is referred to as "Predecessor" at
December 31, 1995 and as "Successor" at June 30, 1996.

The historical financial statements do not necessarily reflect the results
of operations or financial position that would have existed had the Company been
an independent company. The consolidated financial statements include the
accounts of the Company and its subsidiaries. All significant intercompany
accounts have been eliminated in consolidation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Revenue is recognized as advertising air time is broadcast and is net of
advertising agency commissions.

Corporate General and Administrative Expenses

Corporate general and administrative expenses consist of corporate overhead
costs not specifically allocable to any of the Company's individual stations and
primarily includes management fees charged by Granum.

Plant and Equipment

Plant and equipment is stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method at rates based upon
estimated useful lives of 8 to 15 years for building, tower, antennae and
broadcast equipment, 5 to 7 years or term of the lease for leasehold
improvements and 5 years for furniture, fixtures and other assets.

Intangible Assets

Intangible assets consist primarily of goodwill/FCC broadcast licenses and
covenants not to compete. Goodwill/FCC broadcast licenses recorded in business
combinations are amortized on a straight-line basis over 25 years. Non-compete
agreements are amortized on a straight-line basis over the contractual lives of
the agreements, generally 3 to 5 years. Other intangibles associated with the
business combinations are amortized on a straight-line basis over 5 years. The
Company assesses the recoverability of intangible assets based on estimates of
future undiscounted cash flows from operations for the applicable business
acquired compared to

F-42
<PAGE> 152

INFINITY HOLDINGS CORP. OF ORLANDO

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

net book value. Such assessment is made whenever events or changes in
circumstances indicate that the net book value of an asset may not be
recoverable. If the future undiscounted cash flow estimate is less than net book
value, net book value is then reduced to the estimated fair value. The Company
also evaluates the amortization periods of intangible assets to determine
whether events or circumstances warrant revised estimates of useful lives.

Income Taxes

The Company files its federal, state and local tax returns on a
consolidated basis. The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes," which requires, among other things, the recognition of deferred
income taxes which arise from temporary differences in the basis of the assets
between income taxes and financial reporting. Deferred tax assets relate
principally to net operating loss carryforwards ("NOLs") while deferred tax
liabilities relate to depreciation and amortization. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.

Use of Estimates

Recently Issued Accounting Pronouncements

In March 1995, SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to be Disposed Of," was issued. This Statement
requires that long-lived assets and certain intangibles be reviewed for
impairment when events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable, with any impairment losses being
reported in the period in which the recognition criteria are first applied based
on the fair value of the asset. Long-lived assets and certain intangibles to be
disposed of are required to be reported at the lower of carrying amount or fair
value less cost to sell. The Company adopted SFAS No. 121 in the first quarter
of 1996. The effect on the financial statements upon adoption of SFAS No. 121
was not material.

Unaudited Interim Financial Statements

The consolidated financial statements as of June 30, 1996 and for the six
months ended June 30, 1995 and 1996 include all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of the financial
position and results of operations. Operating results for the six months ended
June 30, 1996 are not necessarily indicative of the results that may be expected
for the entire year.

3. ACQUISITION OF BUSINESS

In November 1994, Granum entered into an agreement to purchase certain
assets of Orlando radio stations WHTQ-FM and WHOO-AM from TK Communications,
Inc. ("TK") for $11.5 million. Concurrently, Granum entered into a local
marketing agreement ("LMA") with TK to operate WHTQ-FM and WHOO-AM beginning on
December 1, 1994. Operations of the radio stations have been included in the
consolidated results of the Company since the effective date of the LMA. Granum
consummated the asset purchase on March 31, 1995. The stations' assets were
contributed by Granum to the Company at the time of acquisition together with a
capital contribution of approximately $3.2 million and intercompany debt of

F-43
<PAGE> 153

INFINITY HOLDINGS CORP. OF ORLANDO

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $8.3 million. Subsequently, an additional $1.8 million capital
contribution was made by Granum to the Company in the form of forgiveness of
intercompany debt.

This acquisition was accounted for by the purchase method, and accordingly,
the purchase price has been allocated to the assets acquired based on their
estimated fair values at the date of the acquisition. No liabilities were
assumed by the Company as a result of the acquisition.

Amounts allocated to goodwill/FCC licenses in connection with this
acquisition are being amortized over 25 years using the straight-line basis.

4. PLANT AND EQUIPMENT

Plant and equipment at December 31, 1995 is summarized as follows (in
thousands):

<TABLE>
<S> <C>
Land and land improvements.................................................. $ 788
Buildings and building improvements......................................... 644
Broadcast equipment......................................................... 2,494
Furniture and fixtures, other............................................... 507
------
Plant and equipment, at cost...................................... 4,433
Less accumulated depreciation............................................... (798)
------
Net plant and equipment........................................... $3,635
======
</TABLE>

5. INTANGIBLE ASSETS

Intangible assets at December 31, 1995 are summarized as follows (in
thousands):

<TABLE>
<S> <C>
Goodwill/FCC broadcast licenses............................................ $11,533
Non-compete agreements..................................................... 500
Other...................................................................... 1,358
-------
Total............................................................ 13,391
Less accumulated amortization.............................................. (1,443)
-------
Net intangible assets............................................ $11,948
=======
</TABLE>

F-44
<PAGE> 154

INFINITY HOLDINGS CORP. OF ORLANDO

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. INCOME TAXES

The Company recorded no income tax expense or benefit in 1995. The tax
effects of temporary differences that give rise to significant portions of the
deferred tax assets and liabilities at December 31, 1995 are as follows (in
thousands):

<TABLE>
<S> <C>
Deferred tax assets:
Net operating loss carryforwards......................................... $ 1,670
Provision for doubtful accounts.......................................... 18
-------
Total deferred tax assets........................................ 1,688
Valuation allowance...................................................... (1,428)
-------
Net deferred tax assets.......................................... 260
-------
Deferred tax liabilities:
Plant and equipment...................................................... (90)
Intangibles.............................................................. (170)
-------
Total deferred tax liabilities................................... (260)
-------
Net deferred tax asset (liability)............................... $ --
=======
</TABLE>

The provision for income taxes is different than the amount computed using
the applicable statutory federal income tax rate with the differences summarized
below (in thousands):

<TABLE>
<S> <C>
Computed tax benefit at statutory rate....................................... $(594)
Non-deductible amortization of intangibles................................... (40)
Increase in valuation allowance.............................................. 631
Other........................................................................ 3
-----
Net tax expense (benefit).......................................... $ --
=====
</TABLE>

The Company has approximately $4,400,000 of NOLs that expire from 2007 to
2010. The utilization of such NOLs is subject to certain limitations under
federal, state and local income tax laws. Therefore, realization is dependent on
generating sufficient taxable income prior to expiration of the loss
carryforwards. The NOLs have a full valuation allowance against them to the
extent they will not be realized through the reversal of deferred tax
liabilities.

7. RETIREMENT PLANS

The Company sponsors a defined contribution 401(k) savings plan for its
full-time employees through Granum. Neither the Company nor Granum match
employees' contributions nor do they provide any other retirement benefits to
its employees.

8. TRANSACTIONS WITH AFFILIATED COMPANIES

During 1995, the Company was allocated fees of $417,714 from Granum for
certain management activities and corporate overhead. The amounts due Granum and
its affiliates at December 31, 1995 represent the net of various transactions
and the allocation of interest expense on Granum's long-term debt. The allocated
long-term debt bears interest consistent with Granum's credit facility which
provides for interest based on various rate alternatives. Prior to the sale of
the Company to Infinity on June 26, 1996, all intercompany debt was forgiven by
Granum in the form of a capital contribution. At June 30, 1996, the balance of
Amounts due to Affiliate represents an intercompany allocation of Infinity's
long-term debt.

F-45
<PAGE> 155

INFINITY HOLDINGS CORP. OF ORLANDO

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. COMMITMENTS AND CONTINGENCIES

The Company leases office facilities and various items of equipment under
noncancellable operating leases. Rental expense under operating leases amounted
to $212,635 in 1995. Future minimum lease payments as of December 31, 1995 for
all noncancellable operating leases are as follows (in thousands):

<TABLE>
<S> <C>
1996................................................................ $ 218
1997................................................................ 218
1998................................................................ 218
1999................................................................ 218
2000................................................................ 155
Thereafter.......................................................... 776
------
Total..................................................... $1,803
======
</TABLE>

10. SHAREHOLDER'S EQUITY

The following reflects the changes in shareholder's equity of the Company
for the year ended December 31, 1995 and the six months ended June 30, 1996 (in
thousands, except share data):

<TABLE>
<CAPTION>
TOTAL
SHARES COMMON ADDITIONAL DEFICIT IN SHAREHOLDER'S
OUTSTANDING STOCK PAID-IN-CAPITAL RETAINED EARNINGS EQUITY
----------- ------ --------------- ----------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1995.......... 9,800 $ 1 $ 4,400 $(2,910) $ 1,491
Capital contributions............. -- -- 5,058 -- 5,058
Net loss.......................... -- -- -- (1,748) (1,748)
----------- ------ --------------- ----------------- -------------
Balance, December 31, 1995........ 9,800 1 9,458 (4,658) 4,801
Forgiveness of intercompany debt
(unaudited)..................... 12,251 12,251
Net loss (unaudited).............. -- -- -- (1,960) (1,960)
Elimination of Predecessor equity
accounts (unaudited)............ -- -- (21,709) 6,618 (15,091)
----------- ------ --------------- ----------------- -------------
Balance June 30, 1996, Successor
(unaudited)..................... 9,800 $ 1 $ -- $ -- $ 1
========= ====== =========== ============= ==========
</TABLE>

In accordance with purchase accounting, the historical equity accounts of
the Predecessor have been eliminated so as to properly reflect the equity
accounts of the Successor as of June 30, 1996.

11. EXTRAORDINARY ITEMS

During March 1995, Granum negotiated a new loan facility and repaid its
then outstanding borrowings resulting in an extraordinary loss on the
extinguishment of debt. The Company's allocable portion of that extraordinary
loss was $36,031.

In connection with Infinity's purchase of Granum during June 1996 and the
repayment by Granum of its then outstanding borrowings, Granum wrote off
unamortized deferred financing costs resulting in an extraordinary loss on the
extinguishment of debt. The Company's allocable portion of that extraordinary
loss was $346,120.

F-46
<PAGE> 156

- ------------------------------------------------------
- ------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OF THE U.S. UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF
ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.

---------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Certain Definitions and Market and Industry
Data..................................... ii
Prospectus Summary......................... 1
Risk Factors............................... 9
Use of Proceeds............................ 14
Dividend Policy............................ 14
Dilution................................... 15
Capitalization............................. 16
Unaudited Pro Forma Combined Financial
Data..................................... 17
Unaudited Pro Forma Combined Balance
Sheet.................................... 18
Unaudited Pro Forma Combined Statements of
Operations............................... 21
Selected Historical Consolidated Financial
Data..................................... 27
Management's Discussion and Analysis of the
Pro Forma Combined Results of
Operations............................... 31
Management's Discussion and Analysis of
Financial Condition and Results of
Operations of Cox Radio.................. 34
Management's Discussion and Analysis of
Financial Condition and Results of
Operations of NewCity.................... 41
Business................................... 46
The NewCity Acquisition.................... 77
Management................................. 79
Certain Relationships and Related
Transactions............................. 87
Security Ownership of Certain Beneficial
Owners................................... 88
Description of Capital Stock............... 89
Description of Indebtedness................ 92
Shares Eligible for Future Sale............ 93
Underwriting............................... 94
Certain United States Federal Tax
Consequences to Non-United States Holders
of Class A Common Stock.................. 97
Legal Matters.............................. 100
Experts.................................... 100
Available Information...................... 101
Index to Financial Statements.............. F-1
</TABLE>

---------------------------

UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE CLASS A COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS U.S. UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

- ------------------------------------------------------
- ------------------------------------------------------

7,500,000 SHARES

[LOGO COX RADIO, INC.]

COX RADIO, INC.
CLASS A COMMON STOCK
---------------------------

PROSPECTUS
, 1996

---------------------------
LEHMAN BROTHERS

ALLEN & COMPANY
INCORPORATED

CS FIRST BOSTON

MORGAN STANLEY & CO.
INCORPORATED

------------------------------------------------------
------------------------------------------------------
<PAGE> 157

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS
Subject to Completion, dated , 1996

PROSPECTUS

<TABLE>
<S> <C> <C>
7,500,000 SHARES
COX RADIO, INC. COX RADIO, INC.
CLASS A COMMON STOCK
</TABLE>

---------------------------

All of the shares of Class A Common Stock, par value $1.00 per share (the
"Class A Common Stock"), offered hereby are being sold by Cox Radio, Inc. ("Cox
Radio" or the "Company"). Of the 7,500,000 shares of Class A Common Stock being
offered, 6,000,000 shares are being offered initially outside the United States
and Canada (the "International Offering") by the International Managers and
shares are being concurrently offered in the United States and Canada (the "U.S.
Offering") by the U.S. Underwriters (together with the International Managers,
the "Underwriters"). The International Offering and the U.S. Offering are
collectively referred to as the "Offerings."

---------------------------

SEE "RISK FACTORS" COMMENCING ON PAGE 9 HEREIN FOR CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE INVESTORS.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS(1) COMPANY(2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......................................... $ $ $
- ----------------------------------------------------------------------------------------------------------
Total(3).......................................... $ $ $
- ----------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
(1) Cox Radio has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933 (the
"Securities Act"). See "Underwriting."

(2) Before deducting expenses payable by Cox Radio estimated to be $ .

---------------------------
The shares of Class A Common Stock offered by this Prospectus are offered
by the International Managers subject to prior sale, to withdrawal,
cancellation, or modification of the offer without notice, to delivery to and
acceptance by the International Managers and to certain further conditions. It
is expected that delivery of the shares will be made at the offices of Lehman
Brothers Inc., New York, New York, on or about , 1996.
---------------------------
LEHMAN BROTHERS
ALLEN & COMPANY
INCORPORATED
CS FIRST BOSTON
MORGAN STANLEY & CO.
INTERNATIONAL
, 1996
<PAGE> 158

ALTERNATE PAGE FOR
INTERNATIONAL PROSPECTUS

- ------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OF THE INTERNATIONAL MANAGERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION
WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------------------

TABLE OF CONTENTS

---------------------------

UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE CLASS A COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS INTERNATIONAL MANAGERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

- ------------------------------------------------------
- ------------------------------------------------------

7,500,000 SHARES

[LOGO] COX RADIO, INC.

COX RADIO, INC.
CLASS A COMMON STOCK
---------------------------

PROSPECTUS
, 1996

---------------------------
LEHMAN BROTHERS

ALLEN & COMPANY
INCORPORATED

CS FIRST BOSTON

MORGAN STANLEY & CO.
INTERNATIONAL

------------------------------------------------------
------------------------------------------------------
<PAGE> 159

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following are the expenses of issuance and distribution of the shares
of Class A Common Stock registered hereunder on Form S-1, other than
underwriting discounts and commissions. All amounts except the Registration fee
are estimated.

<TABLE>
<S> <C>
Registration fee........................................................... $47,587
NASD Registration fees..................................................... 14,300
fees............................................................. *
Blue Sky fees and expenses................................................. *
Legal fees and expenses.................................................... *
Accounting fees and expenses............................................... *
Printing and engraving expenses............................................ *
Registrar and Transfer Agent's fees........................................ *
Miscellaneous.............................................................. *
-----
Total............................................................ $ *
=====
</TABLE>

- ---------------

* To be supplied by amendment.

All of the above expenses have been or will be paid by the Company.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which a director derived an improper personal benefit. The
Company's Amended and Restated Certificate of Incorporation contains a provision
which eliminates the liability of directors to the extent permitted by Section
102(b)(7) of the DGCL.

Reference is made to Section 145 of the DGCL, which provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation (a "derivative action")),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Amended and Restated Certificate of Incorporation of the Company provides that
the Company shall indemnify its directors and officers to the fullest extent
permitted by Delaware law.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

There have been no sales of unregistered securities of the Company in the
last three years.

II-1
<PAGE> 160

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- ---------------------------------------------------------------------------------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement, dated as of , 1996, by and among Cox
Radio, Inc. and Lehman Brothers Inc., Allen & Company Incorporated, CS First
Boston Corporation and Morgan Stanley & Co. Incorporated.
**1.2 -- Form of International Underwriting Agreement, dated as of , 1996, by
and among Cox Radio, Inc. and Lehman Brothers International (Europe), Allen &
Company Incorporated, CS First Boston Limited and Morgan Stanley & Co.
International Limited.
*2.1 -- Agreement and Plan of Merger, dated as of July 1, 1996, by and among Cox Radio,
Inc., New Cox Radio II, Inc., NewCity Communications, Inc. and certain
stockholders of NewCity Communications, Inc.
*2.2 -- Guaranty by Cox Broadcasting, Inc., dated as of July 1, 1996, in favor of NewCity
Communications, Inc.
3.1 -- Amended and Restated Certificate of Incorporation of Cox Radio, Inc.
3.2 -- Amended and Restated Bylaws of Cox Radio, Inc.
*4.1 -- Indenture between NewCity Communications, Inc. and Shawmut Bank Connecticut,
National Association, as Trustee, dated as of November 2, 1993, relating to the
11 3/8% Notes due 2003 of NewCity Communications, Inc.
4.2 -- First Supplemental Indenture between NewCity Communications, Inc. and Shawmut
Bank Connecticut, National Association, as Trustee, dated as of September 16,
1994, relating to the 11 3/8% Notes due 2003 of NewCity Communications, Inc.
4.3 -- Specimen of Class A Common Stock Certificate.
5.1 -- Opinion of Dow, Lohnes & Albertson, PLLC (including consent).
10.1 -- Promissory Note for Cox Radio, Inc.
10.2 -- Promissory Note for WSB, Inc.
10.3 -- Promissory Note for Cox Kentucky, Inc.
10.4 -- Promissory Note for WHIO, Inc.
10.5 -- Promissory Note for Cox Syracuse, Inc.
10.6 -- Promissory Note for WWRM, Inc.
10.7 -- Promissory Note for WCKG, Inc.
10.8 -- Form of New CEI Credit Facility.
10.9 -- Cox Radio, Inc. Long-Term Incentive Plan.
10.10 -- Cox Radio, Inc. Employee Stock Purchase Plan.
10.11 -- Cox Radio, Inc. Restricted Stock Plan for Non-Employee Directors.
11 -- Cox Radio, Inc. Statement Regarding: Computation of Earnings per Share.
21 -- Subsidiaries of the Registrant.
23.1 -- Consent and Report on Schedule of Deloitte & Touche LLP.
23.2 -- Consent of Ernst & Young LLP.
23.3 -- Consent of Deloitte & Touche LLP.
23.4 -- Consent of Dow, Lohnes & Albertson, PLLC (contained in their opinion filed as
Exhibit 5.1).
23.5 -- Consent of Richard A. Ferguson to Become a Director.
*24.1 -- Power of Attorney (included on page II-4).
27.1 -- Financial Data Schedule (for SEC use only).
</TABLE>

- ---------------

* Previously filed.

** To be filed by amendment.

II-2
<PAGE> 161

(b) Financial Statement Schedule

II. Valuation and Qualifying Account

All other schedules for which provisions are made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The Company hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of Prospectus filed by the Company pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act of 1933 shall be deemed to be part of
this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
Prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

II-3
<PAGE> 162

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1, to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Atlanta, State of Georgia, on August , 1996.

COX RADIO, INC.

By: *

------------------------------------
Robert F. Neil
President and Chief Executive
Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed below by the
following person on behalf of the Registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ----------------
<C> <S> <C>
* Chairman of the Board of August , 1996
- --------------------------------------------- Directors
Nicholas D. Trigony

* President and Chief August , 1996
- --------------------------------------------- Executive Officer, Director
Robert F. Neil

/s/ MARITZA C. PICHON Chief Financial Officer August , 1996
- --------------------------------------------- (Principal Financial Officer
Maritza C. Pichon and Principal Accounting
Officer)

* Director August , 1996
- ---------------------------------------------
James C. Kennedy

* Director August , 1996
- ---------------------------------------------
David E. Easterly
</TABLE>

- ---------------

* Maritza C. Pichon, by signing her name hereto, does sign this document in
behalf of each of the persons indicated above for whom she is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with
the Securities and Exchange Commission.

By: /s/ MARITZA C. PICHON

------------------------------------

Maritza C. Pichon

Attorney-in-Fact

II-4
<PAGE> 163

COX RADIO, INC.

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNT

<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
------------------ ------------ --------------------------- ----------- -------------
ADDITIONS
---------------------------
CHARGED TO
BALANCE AT CHARGED TO OTHER
BEGINNING OF COSTS AND ACCOUNTS -- DEDUCTIONS -- BALANCE AT
DESCRIPTION PERIOD EXPENSES DESCRIBE DESCRIBE(1) END OF PERIOD
------------------ ------------ -------------- ---------- ----------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Year Ended
December 31, 1993......... Allowance for
doubtful accounts
receivable $697 $496 $ -- $ 647 $ 546
========= =========== ======== ========== ==========
Year Ended
December 31, 1994......... Allowance for
doubtful accounts
receivable $546 $620 $ -- $ 406 $ 760
========= =========== ======== ========== ==========
Year Ended
December 31, 1995......... Allowance for
doubtful accounts
receivable $760 $554 $ -- $ 540 $ 774
========= =========== ======== ========== ==========
</TABLE>

- ---------------

(1) Represents the net of accounts written off and accounts recovered.

S-1
<PAGE> 164

EXHIBIT INDEX

- ---------------

* Previously filed.

** To be filed by amendment.

<PAGE> 1

EXHIBIT 1.1

COX RADIO, INC.

Class A Common Stock

U.S. UNDERWRITING AGREEMENT

_____ __, 1996

LEHMAN BROTHERS INC.
ALLEN & COMPANY INCORPORATED
CS FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INCORPORATED
As Representatives of the several
U.S. Underwriters named in Schedule 1,
c/o Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285

Dear Sirs:

Cox Radio, Inc., a Delaware corporation (the "Company") and a
wholly-owned subsidiary of Cox Broadcasting Inc. ("Cox Broadcasting"), which is
in turn an indirect wholly-owned subsidiary of Cox Enterprises, Inc. ("CEI" or
the "Principal Stockholder"), proposes to sell _________ shares (the "Firm
Stock") of the Company's Class A Common Stock, par value $1.00 per share (the
"Common Stock"). In addition, the Company proposes to grant to the U.S.
Underwriters named in Schedule 1 hereto (the "U.S. Underwriters") an option to
purchase up to an additional _______ shares of the Common Stock on the terms
and for the purposes set forth in Section 2 (the "Option Stock"). The Firm
Stock and the Option Stock, if purchased, are hereinafter collectively called
the "Stock". This is to confirm the agreement concerning the purchase of the
Stock from the Company by the U.S. Underwriters named in Schedule 1 hereto (the
"U.S. Underwriters").

It is understood by all parties that the Company is
concurrently entering into an agreement dated the date hereof (the
"International Underwriting Agreement") providing for the sale by the Company of
__________ shares of Common Stock (including the over-allotment option
thereunder) (the "International Stock") through

<PAGE> 2
2

arrangements with certain underwriters outside the United States (the
"International Managers"), for whom Lehman Brothers International (Europe),
Allen & Company Incorporated, CS First Boston Limited and Morgan Stanley & Co.
International Limited are acting as lead managers. The U.S. Underwriters and
the International Managers simultaneously are entering into an agreement
between the U.S. and international underwriting syndicates (the "Agreement
Between U.S. Underwriters and International Managers") which provides for,
among other things, the transfer of shares of Common Stock between the two
syndicates.

It is also understood that prior to the offering and sale of
shares of Common Stock (the "Offering") contemplated by the foregoing,
subsidiaries of CEI will transfer the capital stock or assets of all of their
U.S. radio broadcasting operations to the Company (the "Consolidation").

Two forms of prospectus are to be used in connection with the
Offering, one relating to the Stock and the other relating to the International
Stock. The latter form of prospectus will be identical to the former except for
certain substitute pages as included in the registration statement and
amendments thereto referred to below. Except as used in Sections 2, 3, 4, 9, and
10 herein, and except as the context may otherwise require, references herein to
the Stock shall include all the shares which may be sold pursuant to either this
Agreement or the International Underwriting Agreement, and references herein to
any prospectus whether in preliminary or final form, and whether as amended or
supplemented, shall include both the U.S. and the international versions
thereof. As used in this Agreement, the term "Underwriter" includes U.S.
Underwriters and International Managers.

1. As used in this Section 1, the "Company" and "its
subsidiaries" refers to the Company and its subsidiaries following the
consummation of the Consolidation.

(A) Representations, Warranties and Agreements of the Company.
The Company represents, warrants and agrees that:

(a) A registration statement on Form S-1 (File No. 333-08737)
with respect to the Stock has (i) been prepared by the Company in
conformity with the requirements of the United States Securities Act
of 1933 (the "Securities Act") and the rules and regulations (the
"Rule and Regulations") of the United States Securities and Exchange
Commission (the "Commission") thereunder, (ii) been filed with the
Commission under the Securities Act and (iii) become effective under
the Securities Act. Copies of such registration statement (and any
amendments thereto) have been delivered by the Company to you as the
<PAGE> 3

representatives (the "Representatives") of the U.S. Underwriters. As
used in this Agreement, "Effective Time" means the date and the time as
of which such registration statement, or the most recent post-effective
amendment thereto, if any, was declared effective by the Commission;
"Effective Date" means the date of the Effective Time; "Preliminary
Prospectus" means each prospectus included in such registration
statement, or amendments thereof, before it became effective under the
Securities Act and any prospectus filed with the Commission by the
Company with the consent of the Representatives pursuant to Rule 424(a)
of the Rules and Regulations; "Registration Statement" means such
registration statement, as amended at the Effective Time, including all
information contained in the final prospectus filed with the Commission
pursuant to Rule 424(b) of the Rules and Regulations in accordance with
Section 5(a) hereof and deemed to be a part of the registration
statement as of the Effective Time pursuant to paragraph (b) of Rule
430A of the Rules and Regulations; and "Prospectus" means such final
prospectus, as first filed with the Commission pursuant to paragraph
(1) or (4) of Rule 424(b) of the Rules and Regulations. The Commission
has not issued any order preventing or suspending the use of any
Preliminary Prospectus.

(b) The Registration Statement conforms, and the Prospectus and
any further amendments or supplements to the Registration Statement or
the Prospectus will, when they become effective or are filed with the
Commission, as the case may be, conform in all material respects to the
requirements of the Securities Act and the Rules and Regulations and do
not and will not, as of the applicable Effective Date (as to the
Registration Statement and any amendment thereto) and as of the
applicable filing date (as to the Prospectus and any amendment or
supplement thereto), contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided that
no representation or warranty is made as to information contained in or
omitted from the Registration Statement or the Prospectus in reliance
upon and in conformity with written information furnished to the
Company through the Representatives by or on behalf of any Underwriter
specifically for inclusion therein.

(c) The Company and each of its subsidiaries (as defined in
Section 15) have been duly incorporated or formed and are validly
existing in good standing under the laws of their respective
jurisdictions of incorporation or formation, are duly qualified to do
business and are in good standing in each jurisdiction in which their
respective ownership or lease of property or the conduct of their
respective businesses requires such qualification, and have all power
and authority necessary to own or hold their respective properties

<PAGE> 4

and to conduct the businesses in which they are engaged, except to the
extent that the failure to be so qualified or be in good standing would
not have a material adverse effect on the Company and its subsidiaries
taken as a whole; and none of the subsidiaries of the Company is a
"significant subsidiary", as such term is defined in Rule 405 of the
Rules and Regulations.

(d) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued, are fully
paid and non-assessable and conform to the description thereof
contained in the Prospectus; and all of the issued shares of capital
stock of each subsidiary of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable and are
owned directly or indirectly by the Company, free and clear of all
liens, encumbrances, equities or claims.

(e) The shares of the Stock to be issued and sold by the
Company to the U.S. Underwriters hereunder and under the International
Underwriting Agreement have been duly and validly authorized and, when
issued and delivered against payment therefor as provided herein and
in the International Underwriting Agreement, will be duly and validly
issued, fully paid and non-assessable; and the Stock conforms to the
description thereof contained in the Prospectus.

(f) This Agreement has been duly authorized, executed and
delivered by the Company.

(g) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement
and the International Underwriting Agreement and the consummation of
the transactions contemplated hereby and thereby will not conflict
with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument that is
material to the Company and its subsidiaries, taken as a whole, to
which the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries is
subject, nor will such actions result in any violation of the
provisions of the charter or by-laws of the Company or any of its
subsidiaries or any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the
Company or any of its subsidiaries or any of their properties or
assets; and, except for the registration of the Stock under the
<PAGE> 5

Securities Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under the United
States Securities Exchange Act of 1934 ("Exchange Act") and applicable
state or foreign securities laws in connection with the purchase and
distribution of the Stock by the U.S. Underwriters and the
International Managers, no consent, approval, authorization or order
of, or filing or registration with, any such court or governmental
agency or body is required for the execution, delivery and performance
of this Agreement, or the International Underwriting Agreement, by the
Company and the consummation of the transactions contemplated hereby
and thereby.

(h) The execution, delivery and performance of the Agreement
and Plan of Merger dated July 1, 1996 (the "Merger Agreement") by and
among the Company, NewCity Communications, Inc. ("NewCity") and certain
stockholders of NewCity by the Company did not conflict with or result
in a breach or violation of any of the terms or provisions of, or
constitute a default under, any existing indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject, except as
would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole; and, except as set forth in the
Prospectus, the performance by the Company of its obligations under the
Merger Agreement will not result in any violation of the provisions of
the charter or by-laws of the Company or any of its subsidiaries or any
statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Company or any of its
subsidiaries or any of their properties or assets, except as would not
have a material adverse effect on the Company and its subsidiaries,
taken as a whole.

(i) The Merger Agreement has been duly authorized and executed
by the Company and, assuming due authorization and execution by each of
the other parties thereto, is a valid, binding agreement of the Company
enforceable against the Company in accordance to its terms, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) or an implied
covenant of good faith and fair dealing.

(j) There are no contracts, agreements or understandings
between the Company and any person granting such person the right to
require the
<PAGE> 6

Company to file a registration statement under the Securities Act with
respect to any securities of the Company owned or to be owned by such
person or to require the Company to include such securities in the
securities registered pursuant to the Registration Statement or in any
securities being registered pursuant to any other registration
statement filed by the Company under the Securities Act.

(k) Neither the Company nor any of its subsidiaries has
sustained, since the date of the latest audited financial statements
included in the Prospectus, any material loss or interference with its
business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or
governmental action, order or decree; and, since such date, there has
not been any change in the capital stock or long-term debt of the
Company or any of its subsidiaries or any material adverse change, or
any development involving a prospective material adverse change, in or
affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries.

(l) The financial statements filed as part of the Registration
Statement or included in the Prospectus present fairly the financial
condition and results of operations of the entities purported to be
shown thereby, at the dates and for the periods indicated, and have
been prepared in conformity with generally accepted accounting
principles applied on a consistent basis throughout the periods
involved.

(m) The Company and each of its subsidiaries have good and
marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them, in each case
free and clear of all liens, encumbrances and defects except such as
are described in the Prospectus or such as do not materially affect
the value of such property and do not materially interfere with the
use made and proposed to be made of such property by the Company and
its subsidiaries; and all real property and buildings held under lease
by the Company and its subsidiaries are held by them under valid,
subsisting and enforceable leases, with such exceptions as are not
material and do not interfere with the use made and proposed to be
made of such property and buildings by the Company and its
subsidiaries.

(n) The Company and each of its subsidiaries carry, or are
covered by, insurance in such amounts and covering such risks as is
adequate for the conduct of their respective businesses and the value
of their respective
<PAGE> 7

properties and as is customary for companies engaged in similar
businesses in similar industries.

(o) The Company and each of its subsidiaries own or possess
adequate rights to use all material patents, patent applications,
trademarks, service marks, trade names, trademark registrations,
service mark registrations, copyrights and licenses necessary for the
conduct of their respective businesses and have no reason to believe
that the conduct of their respective businesses will conflict with, and
have not received any notice of any claim of conflict with, any such
rights of others.

(p) There are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which any
property or assets of the Company or any of its subsidiaries is the
subject which, if determined adversely to the Company or any of its
subsidiaries, would have a material adverse effect on the consolidated
financial position, stockholders' equity, results of operations,
business or prospects of the Company and its subsidiaries, taken as a
whole; and to the best of the Company's knowledge, other than as set
forth in the Prospectus, no such proceedings are threatened or
contemplated by governmental authorities or threatened in writing by
others.

(q) There are no contracts or other documents which are
required to be described in the Prospectus or filed as exhibits to the
Registration Statement by the Securities Act or by the Rules and
Regulations which have not been described in the Prospectus or filed as
exhibits to the Registration Statement or incorporated therein by
reference as permitted by the Rules and Regulations.

(r) The Company is in compliance in all material respects with
all presently applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended, including the regulations and
published interpretations thereunder ("ERISA"); no "reportable event"
(as defined in ERISA) has occurred with respect to any "pension plan"
(as defined in ERISA) for which the Company would have any liability;
the Company has not incurred and does not expect to incur liability
under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of
the Internal Revenue Code of 1986, as amended, including the
regulations and published interpretations thereunder (the "Code"); and
each "pension plan" for which the Company would have any liability
that is intended to be qualified under Section 401(a) of the Code is
so qualified in all material respects and nothing has occurred,
whether by action or by failure to act, which would cause the loss of
such qualification.
<PAGE> 8

(s) Neither the Company nor any of its subsidiaries (i) is in
violation of its charter or by-laws, (ii) is in default in any respect,
and no event has occurred which, with notice or lapse of time or both,
would constitute such a default, in the due performance or observance
of any term, covenant or condition contained in any material indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument to which it is a party or by which it is bound or to which
any of its properties or assets is subject or (iii) is in violation in
any respect of any law, ordinance, governmental rule, regulation or
court decree to which it or its property or assets may be subject
except in each case above as would have a material adverse effect on
the Company and its subsidiaries, taken as a whole.

(t) Each of the radio stations owned or operated, or to which
sales and marketing services are provided, by the Company and its
subsidiaries is validly licensed by the Federal Communications
Commission (the "FCC") and, except as set forth on Schedule 1(t)
hereto, no administrative or judicial proceedings are pending or, to
the knowledge of the Company or its subsidiaries, threatened by or
pending before the FCC with respect to such licenses; the Company and
its subsidiaries possess adequate certificates, authorizations or
permits which are in full force and effect issued by other appropriate
governmental agencies or bodies necessary to the ownership of their
respective properties and the conduct of the businesses now operated
by them and have not received any notice of proceedings relating to
the revocation or modification of any such certificate, authority or
permit that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a material
adverse effect on the Company and its subsidiaries taken as a whole;
and the Company and its subsidiaries are in compliance in all material
respects with the Communications Act of 1934, as amended, and the
rules, regulations and policies of the FCC.

(u) There has been no storage, disposal, generation,
manufacture, refinement, transportation, handling or treatment of
toxic wastes, medical wastes, hazardous wastes or hazardous substances
by the Company or any of its subsidiaries (or, to the knowledge of the
Company, any of their predecessors in interest) at, upon or from any
of the property now or previously owned or leased by the Company or
its subsidiaries in violation of any applicable law, ordinance, rule,
regulation, order, judgment, decree or permit or which would require
remedial action under any applicable law, ordinance, rule, regulation,
order, judgment, decree or permit, except for any violation or
remedial action which would not have, or could not be reasonably
likely to have, singularly or in the aggregate with all such
violations and
<PAGE> 9

remedial actions, a material adverse effect on the general affairs,
management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries; there has been no
material spill, discharge, leak, emission, injection, escape, dumping
or release of any kind onto such property or into the environment
surrounding such property of any toxic wastes, medical wastes, solid
wastes, hazardous wastes or hazardous substances due to or caused by
the Company or any of its subsidiaries or with respect to which the
Company or any of its subsidiaries have knowledge, except for any such
spill, discharge, leak, emission, injection, escape, dumping or release
which would not have or would not be reasonably likely to have,
singularly or in the aggregate with all such spills, discharges, leaks,
emissions, injections, escapes, dumpings and releases, a material
adverse effect on the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole; and the terms "hazardous wastes",
"toxic wastes", "hazardous substances" and "medical wastes" shall have
the meanings specified in any applicable local, state, federal and
foreign laws or regulations with respect to environmental protection.

(v) Neither the Company nor any subsidiary is an "investment
company" within the meaning of such term under the United States
Investment Company Act of 1940 and the rules and regulations of the
Commission thereunder.

(B) Representation and Warranty of the Principal Stockholder.
The Principal Stockholder represents, warrants and agrees that:

(a) To the best knowledge of the Principal Stockholder, the
Registration Statement and the Prospectus and any further amendments or
supplements to the Registration Statement or the Prospectus do not and
will not, as of the applicable Effective Date (as to the Registration
Statement and any amendment thereto) and as of the applicable filing
date (as to the Prospectus and any amendment or supplement thereto),
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided that no representation or
warranty is made as to information contained in or omitted from the
Registration Statement or the Prospectus in reliance upon and in
conformity with written information furnished to the Company through
the Representatives by or on behalf of any Underwriter specifically for
inclusion therein.

<PAGE> 10

2. Purchase of the Stock by the U.S. Underwriters. On the basis
of the representations and warranties contained in, and subject to the terms and
conditions of, this Agreement, the Company agrees to sell _______ shares of the
Firm Stock to the several U.S. Underwriters and each of the U.S. Underwriters,
severally and not jointly, agrees to purchase the number of shares of Firm Stock
set forth opposite that U.S. Underwriter's name in Schedule 1 hereto. The
respective purchase obligations of the U.S. Underwriters with respect to the
Firm Stock shall be rounded among the U.S. Underwriters to avoid fractional
shares, as the Representatives may determine.

In addition, the Company grants to the U.S. Underwriters an
option to purchase up to _______ shares of Option Stock. Such option is granted
solely for the purpose of covering over-allotments in the sale of Firm Stock and
is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be
purchased severally for the account of the U.S. Underwriters in proportion to
the number of shares of Firm Stock set forth opposite the name of such U.S.
Underwriters in Schedule 1 hereto. The respective purchase obligations of each
U.S. Underwriter with respect to the Option Stock shall be adjusted by the
Representatives so that no U.S. Underwriter shall be obligated to purchase
Option Stock other than in 100 share amounts. The price of both the Firm Stock
and any Option Stock shall be $_____ per share.

The Company shall not be obligated to deliver any of the Stock
to be delivered on the First Delivery Date or the Second Delivery Date (as
hereinafter defined), as the case may be, except upon payment for all the Stock
to be purchased on such Delivery Date as provided herein and in the
International Underwriting Agreement.

3. Offering of Stock by the U.S. Underwriters.

Upon authorization by the Representatives of the release of
the Firm Stock, the several U.S. Underwriters propose to offer the Firm Stock
for sale upon the terms and conditions set forth in the Prospectus.

It is understood that _______ shares of the Firm Stock will
initially be reserved by the several U.S. Underwriters for offer and sale upon
the terms and conditions set forth in the Prospectus and in accordance with the
rules and regulations of the National Association of Securities Dealers, Inc.
to employees and persons having business relationships with the Company and its
subsidiaries who have heretofore delivered to the Representatives offers or
indications of interest to purchase shares of Firm Stock in form satisfactory
to the Representatives, and that any allocation of such Firm Stock among such
persons will be made in accordance with
<PAGE> 11

timely directions received by the Representatives from the Company; provided,
that under no circumstances will the Representatives or any U.S. Underwriter be
liable to the Company or to any such person for any action taken or omitted in
good faith in connection with such offering to employees and persons having
business relationships with the Company and its subsidiaries. It is further
understood that any shares of such Firm Stock which are not purchased by such
persons will be offered by the Underwriters to the public upon the terms and
conditions set forth in the Prospectus.

Each U.S. Underwriter agrees that, except to the extent
permitted by the Agreement Between U.S. Underwriters and International
Managers, it will not offer or sell any of the Stock outside of the United
States and Canada.

4. Delivery of and Payment for the Stock. Delivery of and
payment for the Firm Stock shall be made at the office of Cravath, Swaine &
Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York, 10019, at 10:00
A.M., New York City time, on the fourth full business day following the date of
this Agreement or at such other date or place as shall be determined by
agreement between the Representatives and the Company. This date and time are
sometimes referred to as the "First Delivery Date". On the First Delivery Date,
the Company shall deliver or cause to be delivered certificates representing the
Firm Stock to the Representatives for the account of each U.S. Underwriter
against payment to the Company of the purchase price in Federal or other funds
immediately available in New York City. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further
condition of the obligation of each U.S. Underwriter hereunder. Upon delivery,
the Firm Stock shall be registered in such names and in such denominations as
the Representatives shall request in writing not less than two full business
days prior to the First Delivery Date. For the purpose of expediting the
checking and packaging of the certificates for the Firm Stock, the Company shall
make the certificates representing the Firm Stock available for inspection by
the Representatives in New York, New York, not later than 2:00 P.M., New York
City time, on the business day prior to the First Delivery Date.

At any time on or before the thirtieth day after the date of
this Agreement, the option granted in Section 2 may be exercised by written
notice being given to the Company by the Representatives. Such notice shall set
forth the aggregate number of shares of Option Stock as to which the option is
being exercised, the names in which the shares of Option Stock are to be
registered, the denominations in which the shares of Option Stock are to be
issued and the date and time, as determined by the Representatives, when the
shares of Option Stock are to be delivered; provided, that this date and time
shall not be earlier than the First Delivery Date nor earlier than the second
business day after the date on which the option shall

<PAGE> 12

have been exercised nor later than the fifth business day after the date on
which the option shall have been exercised. The date and time the shares of
Option Stock are delivered are sometimes referred to as the "Second Delivery
Date" and the First Delivery Date and the Second Delivery Date are sometimes
each referred to as a "Delivery Date".

Delivery of and payment for the Option Stock shall be made at
the place specified in the first sentence of the first paragraph of this Section
4 (or at such other place as shall be determined by agreement between the
Representatives and the Company) at 10:00 A.M., New York City time, on the
Second Delivery Date. On the Second Delivery Date, the Company shall deliver or
cause to be delivered the certificates representing the Option Stock being
purchased by the U.S. Underwriters to the Representatives for the account of
each U.S. Underwriter against payment to the Company of the purchase price in
Federal or other funds immediately available in New York City. Time shall be of
the essence, and delivery at the time and place specified pursuant to this
Agreement is a further condition of the obligation of each U.S. Underwriter
hereunder. Upon delivery, the Option Stock shall be registered in such names and
in such denominations as the Representatives shall request in the aforesaid
written notice. For the purpose of expediting the checking and packaging of the
certificates for the Option Stock, the Company shall make the certificates
representing the Option Stock available for inspection by the Representatives in
New York, New York, not later than 2:00 P.M., New York City time, on the
business day prior to the Second Delivery Date.

5. Further Agreements of the Company. The Company agrees:

(a) To prepare the Prospectus in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b)
under the Securities Act not later than the Commission's close of
business on the second business day following the execution and
delivery of this Agreement or, if applicable, such earlier time as may
be required by Rule 430A(a)(3) under the Securities Act; to make no
further amendment or any supplement to the Registration Statement or to
the Prospectus except as permitted herein; to advise the
Representatives, promptly after it receives notice thereof, of the time
when any amendment to the Registration Statement has been filed or
becomes effective or any supplement to the Prospectus or any amended
Prospectus has been filed and to furnish the Representatives with
copies thereof; to advise the Representatives, promptly after it
receives notice thereof, of the issuance by the Commission of any stop
order or of any order preventing or suspending the use of any
Preliminary Prospectus or the Prospectus, of the suspension of the
qualification of the Stock for offering or

<PAGE> 13

sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission
for the amending or supplementing of the Registration Statement or the
Prospectus or for additional information; and, in the event of the
issuance of any stop order or of any order preventing or suspending the
use of any Preliminary Prospectus or the Prospectus or suspending any
such qualification, to use promptly its best efforts to obtain its
withdrawal;

(b) To furnish promptly to each of the Representatives and to
counsel for the Underwriters a signed copy of the Registration
Statement as originally filed with the Commission, and each amendment
thereto filed with the Commission, including all consents and exhibits
filed therewith;

(c) To deliver promptly to the Representatives such number of
the following documents as the Representatives shall reasonably
request: (i) conformed copies of the Registration Statement as
originally filed with the Commission and each amendment thereto (in
each case excluding exhibits other than this Agreement and the
computation of per share earnings) and (ii) each Preliminary
Prospectus, the Prospectus and any amended or supplemented Prospectus;
and, if the delivery of a prospectus is required at any time after the
Effective Time in connection with the offering or sale of the Stock or
any other securities relating thereto and if at such time any events
shall have occurred as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made when such Prospectus is delivered, not misleading, or, if for
any other reason it shall be necessary to amend or supplement the
Prospectus in order to comply with the Securities Act, to notify the
Representatives and, upon their request, to prepare and furnish without
charge to each U.S. Underwriter and to any dealer in securities as many
copies as the Representatives may from time to time reasonably request
of an amended or supplemented Prospectus which will correct such
statement or omission or effect such compliance;

(d) To file promptly with the Commission any amendment to the
Registration Statement or the Prospectus or any supplement to the
Prospectus that may, in the judgment of the Company or the
Representatives, be required by the Securities Act or requested by the
Commission;

(e) Prior to filing with the Commission any amendment to the
Registration Statement or supplement to the Prospectus or any
Prospectus
<PAGE> 14

pursuant to Rule 424 of the Rules and Regulations, to furnish a copy
thereof to the Representatives and counsel for the Underwriters and
obtain the consent of the Representatives to the filing;

(f) As soon as practicable after the Effective Date, to make
generally available to the Company's security holders and to deliver
to the Representatives an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a)
of the Securities Act and the Rules and Regulations (including, at the
option of the Company, Rule 158);

(g) For a period of five years following the Effective Date,
to furnish to the Representatives copies of all materials furnished by
the Company to its shareholders and all public reports and all reports
and financial statements furnished by the Company to the principal
national securities exchange upon which the Common Stock may be listed
pursuant to requirements of or agreements with such exchange or to the
Commission pursuant to the Exchange Act or any rule or regulation of
the Commission thereunder;

(h) Promptly from time to time, to take such action as the
Representatives may reasonably request to qualify the Stock for
offering and sale under the securities laws of such jurisdictions as
the Representatives may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the
distribution of the Stock; provided that in connection therewith the
Company shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction;

(i) For a period of 180 days from the date of the Prospectus,
not to, directly or indirectly, offer for sale, sell or otherwise
dispose of (or enter into any transaction or device which is designed
to, or could be expected to, result in the disposition by any person at
any time in the future of) any shares of Common Stock (other than the
Stock and shares issued pursuant to employee benefit plans, qualified
stock option plans or other employee compensation plans existing on the
date hereof or disclosed in the Prospectus, or pursuant to currently
outstanding options, warrants or rights), or sell or grant options,
rights or warrants with respect to any shares of Common Stock (other
than the grant of options pursuant to option plans existing on the date
hereof or disclosed in the Prospectus), without the prior written
consent of Lehman Brothers Inc.; and to cause the Principal
Stockholder, certain officers and each director of the Company to
furnish to the Representatives, prior to the First

<PAGE> 15

Delivery Date, a letter or letters, in form and substance satisfactory
to counsel for the Underwriters, pursuant to which each such person
shall agree not to, directly or indirectly, offer for sale, sell or
otherwise dispose of (or enter into any transaction or device which is
designed to, or could be expected to, result in the disposition by any
person at any time in the future of) any shares of Common Stock for a
period of 180 days from the date of the Prospectus, without the prior
written consent of Lehman Brothers Inc. The Company and the Principal
Stockholder shall not take, directly or indirectly, any action
designed to cause or result in, or which might reasonably be expected
to constitute, the stabilization or manipulation of the price of the
shares of Common Stock to facilitate the sale or resale of the Stock;

(j) Prior to the Effective Date, to apply for the listing of
the Stock on the New York Stock Exchange and to use its best efforts
to complete that listing, subject only to official notice of issuance
and evidence of satisfactory distribution, prior to the First Delivery
Date;

(k) Prior to filing with the Commission any reports on Form SR
pursuant to Rule 463 of the Rules and Regulations, to furnish a copy
thereof to the counsel for the Underwriters and receive and consider
its comments thereon, and to deliver promptly to the Representatives a
signed copy of each report on Form SR filed by it with the Commission;

(l) To apply the net proceeds from the sale of the Stock being
sold by the Company as set forth in the Prospectus; and

(m) To take such steps as shall be necessary to ensure that
neither the Company nor any subsidiary shall become an "investment
company" within the meaning of such term under the United States
Investment Company Act of 1940 and the rules and regulations of the
Commission thereunder.

6. Expenses. The Company agrees to pay (a) the costs incident
to the authorization, issuance, sale and delivery of the Stock and any taxes
payable in that connection; (b) the costs incident to the preparation, printing
and filing under the Securities Act of the Registration Statement and any
amendments and exhibits thereto; (c) the costs of distributing the Registration
Statement as originally filed and each amendment thereto and any post-effective
amendments thereof (including, in each case, exhibits), any Preliminary
Prospectus, the Prospectus and any amendment or supplement to the Prospectus,
all as provided in this Agreement; (d) the costs of producing and distributing
this Agreement, the Agreement Between U.S. Underwriters and International
Managers, any Supplemental Agreement Among U.S.
<PAGE> 16

Underwriters and any other related documents in connection with the offering,
purchase, sale and delivery of the stock; (e) the filing fees incident to, and
the reasonable fees and disbursements of counsel to the Underwriters in
connection with, securing any required review by the National Association of
Securities Dealers, Inc. of the terms of sale of the Stock; (f) any applicable
listing or other fees; (g) the fees and expenses of qualifying the Stock under
the securities laws of the several jurisdictions as provided in Section 5(h)
and of preparing, printing and distributing a Blue Sky Memorandum (including
reasonable related fees and expenses of counsel to the Underwriters); and (h)
all other costs and expenses incident to the performance of the obligations of
the Company under this Agreement; provided that, except as provided in this
Section 6 and in Section 11, the U.S. Underwriters shall pay their own costs
and expenses, including the costs and expenses of their counsel, any transfer
taxes on the Stock which they may sell and the expenses of advertising any
offering of the Stock made by the U.S. Underwriters.

7. Conditions of U.S. Underwriters' Obligations. The
respective obligations of the U.S. Underwriters hereunder are subject to the
accuracy, when made and on each Delivery Date, of the representations and
warranties of the Company and the Principal Stockholder contained herein, to
the performance by the Company of its obligations hereunder, and to each of the
following additional terms and conditions:

(a) The Prospectus shall have been timely filed with the
Commission in accordance with Section 5(a); no stop order suspending
the effectiveness of the Registration Statement or any part thereof
shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; and any request of the
Commission for inclusion of additional information in the Registration
Statement or the Prospectus or otherwise shall have been complied with.

(b) No U.S. Underwriter or International Manager shall have
discovered and disclosed to the Company on or prior to such Delivery
Date that the Registration Statement or the Prospectus or any amendment
or supplement thereto contains an untrue statement of a fact which, in
the opinion of Cravath, Swaine & Moore, counsel for the Underwriters,
is material or omits to state a fact which, in the opinion of such
counsel, is material and is required to be stated therein or is
necessary to make the statements therein not misleading.

(c) All corporate proceedings and other legal matters incident
to the authorization, form and validity of this Agreement, the
International
<PAGE> 17

Underwriting Agreement, the Stock, the Registration Statement and the
Prospectus, and all other legal matters relating to this Agreement and
the transactions contemplated hereby shall be reasonably satisfactory
in all material respects to counsel for the Underwriters, and the
Company shall have furnished to such counsel all documents and
information that they may reasonably request to enable them to pass
upon such matters.

(d) The Consolidation shall have been duly consummated and the
Company shall have furnished to Cravath, Swaine & Moore, counsel for
the Underwriters, all documents and information in connection therewith
that such counsel may reasonably request.

(e) Dow, Lohnes & Albertson shall have furnished to the
Representatives its written opinion, as counsel to the Company,
addressed to the U.S. Underwriters and dated such Delivery Date, in
form and substance reasonably satisfactory to the Representatives, to
the effect that:

(i) The Company and each of its subsidiaries have been
duly incorporated or formed and are validly existing in good
standing under the laws of their respective jurisdictions of
incorporation or formation, are duly qualified to do business
and are in good standing in each jurisdiction in which their
respective ownership or lease of property or the conduct of
their respective businesses requires such qualification and
have all power and authority necessary to own or hold their
respective properties and conduct the businesses in which they
are engaged, other than jurisdictions in which the failure to
be so qualified or in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as a
whole;

(ii) The Company has an authorized capitalization as
set forth in the Prospectus, and all of the issued shares of
capital stock of the Company (including the shares of Stock
being delivered on such Delivery Date) have been duly and
validly authorized and issued, are fully paid and
non-assessable and conform to the description thereof contained
in the Prospectus; and all of the issued shares of capital
stock of each subsidiary of the Company have been duly and
validly authorized and issued and are fully paid,
non-assessable and (except for directors' qualifying shares)
are owned directly or indirectly by the Company, free and clear
of all liens, encumbrances, equities or claims;

<PAGE> 18
18

(iii) There are no preemptive or other rights to
subscribe for or to purchase, nor any restriction upon the
voting or transfer of, any shares of the Stock pursuant to the
Company's charter or by-laws or any agreement or other
instrument known to such counsel;

(iv) To the best of such counsel's knowledge and
other than as set forth in the Prospectus, there are no legal
or governmental proceedings pending to which the Company or
any of its subsidiaries is a party or of which any property or
assets of the Company or any of its subsidiaries is the
subject which, if determined adversely to the Company or any
of its subsidiaries, might have a material adverse effect on
the consolidated financial position, stockholders' equity,
results of operations, business or prospects of the Company
and its subsidiaries; and, to the best of such counsel's
knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others;

(v) The Registration Statement was declared effective
under the Securities Act as of the date and time specified in
such opinion, the Prospectus was filed with the Commission
pursuant to the subparagraph of Rule 424(b) of the Rules and
Regulations specified in such opinion on the date specified
therein and no stop order suspending the effectiveness of the
Registration Statement has been issued and, to the knowledge
of such counsel, no proceeding for that purpose is pending or
threatened by the Commission;

(vi) The Registration Statement and the Prospectus
and any further amendments or supplements thereto made by the
Company prior to such Delivery Date (other than the financial
statements and related schedules therein, as to which such
counsel need express no opinion) comply as to form in all
material respects with the requirements of the Securities Act
and the Rules and Regulations;

(vii) The statements contained (1) in the Prospectus
under the captions "Business - Federal Regulation of Radio
Broadcasting," "The NewCity Acquisition," "Management - Cox
Enterprises, Inc. Unit Appreciation Plan," "Management - Long
Term Incentive Plan," "Management - Employee Stock Purchase
Plan," "Management - Retirement Plans," "Management -
Compensation of Directors," "Certain Relationships and Related
Transactions," Description of Capital Stock," "Description of
Indebtedness," "Shares Eligible for
<PAGE> 19

Future Sale," "Underwriting," and "Certain United States Tax
Consequences to Non-United States Holders of Class A Common
Stock" and (2) in the Registration Statement in Items 14 and
15, in each case, insofar as they describe legal matters,
documents or proceedings, constitute fair summaries thereof;

(viii) To the best of such counsel's knowledge, there
are no material contracts or other documents which are required
to be described in the Prospectus or filed as exhibits to the
Registration Statement by the Securities Act or by the Rules
and Regulations which have not been described or filed as
exhibits to the Registration Statement or incorporated therein
by reference as permitted by the Rules and Regulations;

(ix) Each of this Agreement and the International
Underwriting Agreement has been duly authorized, executed and
delivered by the Company and the Principal Stockholder;

(x) The Merger Agreement has been duly authorized and
executed by the Company and, assuming due authorization and
execution by each of the other parties thereto, is a valid,
binding agreement of the Company enforceable against the
Company in accordance to its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) or an
implied covenant of good faith and fair dealing;

(xi) The issue and sale of the shares of Stock being
delivered on such Delivery Date by the Company and the
compliance by the Company with all of the provisions of this
Agreement and the International Underwriting Agreement will
not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument that is material to the Company and
its subsidiaries, taken as a whole, known to such counsel to
which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to
which any of the property or assets of the Company or any of
its subsidiaries is subject, nor will such actions result in
any violation of the provisions of the charter or by-laws of
the Company or any of its subsidiaries or any statute or any
<PAGE> 20

order, rule or regulation known to such counsel of any court or
governmental agency or body having jurisdiction over the
Company or any of its subsidiaries or any of their properties
or assets; and, except for the registration of the Stock under
the Securities Act and such consents, approvals,
authorizations, registrations or qualifications as may be
required under the Exchange Act and applicable state or foreign
securities laws in connection with the purchase and
distribution of the Stock by the U.S. Underwriters and the
International Managers, no consent, approval, authorization or
order of, or filing or registration with, any such court or
governmental agency or body is required for the execution,
delivery and performance of this Agreement or the International
Underwriting Agreement by the Company;

(xii) The execution, delivery and performance of the
Merger Agreement by the Company and the consummation of the
transactions contemplated thereby did not conflict with or
result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any existing
indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument that is material to the Company and
its subsidiaries, taken as a whole, to which the Company or
any of its subsidiaries is a party or by which the Company or
any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries
is subject; and, except as set forth in the Prospectus, the
performance by the Company of its obligations under the Merger
Agreement will not result in any violation of the provisions
of the charter or by-laws of the Company or any of its
subsidiaries or any statute or, to such counsel's knowledge,
any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Company or any of
its subsidiaries or any of their properties or assets;

(xiii) There are no contracts, agreements or
understandings between the Company and any person granting
such person the right to require the Company to file a
registration statement under the Securities Act with respect
to any securities of the Company owned or to be owned by such
person or the right to require the Company to include such
securities in the securities registered pursuant to the
Registration Statement or in any securities being registered
pursuant to any other registration statement filed by the
Company under the Securities Act; and
<PAGE> 21

(xiv) Each of the radio stations owned, operated,
programmed or marketed by the Company and its subsidiaries is
validly licensed by the FCC and, except as set forth on
Schedule 1(t) hereto, no administrative or judicial proceedings
are pending or, to the knowledge of such counsel, threatened by
or pending before the FCC with respect to such licenses; the
Company and its subsidiaries possess adequate certificates,
authorizations or permits which are in full force and effect
issued by other appropriate governmental agencies or bodies
necessary to the ownership of their respective properties and
the conduct of the businesses now operated by them and have not
received any notice of proceedings relating to the revocation
or modification of any such certificate, authority or permit
that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a
material adverse effect on the Company and its subsidiaries
taken as a whole.

In rendering such opinion, such counsel may state that its
opinion is limited to matters governed by the Federal laws of the United States
of America, the laws of the District of Columbia and the General Corporation Law
of the State of Delaware. Such counsel shall also have furnished to the
Representatives a written statement, addressed to the U.S. Underwriters and
dated such Delivery Date, in form and substance satisfactory to the
Representatives, to the effect that (x) such counsel has acted as counsel to the
Company on a regular basis (although the Company is also represented by its
General Counsel) and has acted as counsel to the Company in connection with the
preparation of the Registration Statement, and (y) based on the foregoing, no
facts have come to the attention of such counsel which lead it to believe that
the Registration Statement, as of the Effective Date, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, or that the Prospectus contains any untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The foregoing opinion and statement
may be qualified by a statement to the effect that such counsel does not assume
any responsibility for the accuracy, completeness or fairness of the statements
made in the Prospectus, the Registration Statement, or the financial statements
and schedules thereto, except for the statements made in the Prospectus or the
Registration Statement in the Items or under the captions referred to in
paragraph (vii) of this Section 7(e) insofar as such statements describe legal
matters, documents or proceedings.

<PAGE> 22

(f) The Representatives shall have received from Cravath,
Swaine & Moore, counsel for the Underwriters, such opinion or opinions,
dated such Delivery Date, with respect to the incorporation of the
Company, the issuance and sale of the Stock, the Registration
Statement, the Prospectus and other related matters as the
Representatives may reasonably require, and the Company shall have
furnished to such counsel such documents as they reasonably request for
the purpose of enabling them to pass upon such matters.

(g) The Representatives shall have received from each of
Deloitte & Touche LLP and Ernst & Young LLP:

(i) At the time of execution of this Agreement, a
letter, in form and substance satisfactory to the
Representatives, addressed to the U.S. Underwriters and dated
the date hereof (i) confirming that it is an independent public
accountant within the meaning of the Securities Act and is in
compliance with the applicable requirements relating to the
qualification of accountants under Rule 2-01 of Regulation S-X
of the Commission and (ii) stating, as of the date hereof (or,
with respect to matters involving changes or developments since
the respective dates as of which specified financial
information is given in the Prospectus, as of a date not more
than five days prior to the date hereof), the conclusions and
findings of such firm with respect to the financial information
and other matters ordinarily covered by accountants' "comfort
letters" to underwriters in connection with registered public
offerings; and

(ii) With respect to the letters of Deloitte & Touche
LLP and Ernst & Young LLP referred to in the preceding
paragraph and delivered to the Representatives concurrently
with the execution of this Agreement (each an "initial
letter"), the Company shall have furnished to the
Representatives a letter ("bring-down letter") of each such
accountant, addressed to the U.S. Underwriters and dated such
Delivery Date (i) confirming that it is an independent public
accountant within the meaning of the Securities Act and is in
compliance with the applicable requirements relating to the
qualification of accountants under Rule 2-01 of Regulation S-X
of the Commission, (ii) stating, as of the date of the
bring-down letter (or, with respect to matters involving
changes or developments since the respective dates as of which
specified financial information is given in the Prospectus, as
of a date not more than five days prior to the date of the
bring-down letter), the conclusions and findings of such firm
with respect to the financial

<PAGE> 23

information and other matters covered by the initial letter
and (iii) confirming in all material respects the conclusions
and findings set forth in its respective initial letter.

(h) The Company shall have furnished to the Representatives a
certificate, dated such Delivery Date, of its President and a Vice
President or its chief financial officer stating that:

(i) The representations, warranties and agreements of
the Company in Section 1(A) are true and correct in all
material respects as of such Delivery Date; the Company has
complied in all material respects with all its agreements
contained herein; and the conditions set forth in Sections
7(a) and 7(i) have been fulfilled; and

(ii) They have carefully examined the Registration
Statement and the Prospectus and, in their opinion (A) as of
the Effective Date, the Registration Statement and Prospectus
did not include any untrue statement of a material fact and
did not omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and (B) since the Effective Date no event has
occurred which should have been set forth in a supplement or
amendment to the Registration Statement or the Prospectus.

(i) (i) Neither the Company, CEI or NewCity nor any of their
respective subsidiaries shall have sustained since the date of the
latest audited financial statements included in the Prospectus any
loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus; (ii) since such
date there shall not have been any change in the capital stock or
long-term debt of the Company, CEI or NewCity or any of their
respective subsidiaries or any change, or any development involving a
prospective change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of
the Company, CEI or NewCity and their respective subsidiaries,
otherwise than as set forth or contemplated in the Prospectus, or
(iii) since the date of the Prospectus, with respect to the pending
acquisition of NewCity by the Company pursuant to the Merger
Agreement, there shall not have been any adverse development the
effect of which, in any such case described in clause (i), (ii) or
(iii), is, in the judgment of the Representatives, so material and
adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Stock
<PAGE> 24

being delivered on such Delivery Date on the terms and in the manner
contemplated in the Prospectus.

(j) Subsequent to the execution and delivery of this Agreement
there shall not have occurred any of the following: (i) trading in
securities generally on the New York Stock Exchange or the American
Stock Exchange or in the over-the-counter market, or trading in any
securities of the Company on any exchange or in the over-the-counter
market, shall have been suspended or minimum prices shall have been
established on any such exchange or such market by the Commission, by
such exchange or by any other regulatory body or governmental authority
having jurisdiction, (ii) a banking moratorium shall have been declared
by Federal or state authorities, (iii) the United States shall have
become engaged in hostilities, there shall have been an escalation in
hostilities involving the United States or there shall have been a
declaration of a national emergency or war by the United States or (iv)
there shall have occurred such a material adverse change in general
economic, political or financial conditions (or the effect of
international conditions on the financial markets in the United States
shall be such) as to make it, in the judgment of a majority in interest
of the several U.S. Underwriters, impracticable or inadvisable to
proceed with the public offering or delivery of the Stock being
delivered on such Delivery Date on the terms and in the manner
contemplated in the Prospectus.

(k) The New York Stock Exchange shall have approved the Stock
for listing, subject only to official notice of issuance and evidence
of satisfactory distribution.

(l) The closing under the International Underwriting Agreement
shall have occurred concurrently with the closing hereunder on the
First Delivery Date.

All opinions, letters, evidence and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Underwriters.

8. Indemnification and Contribution.

(a) The Company shall indemnify and hold harmless each U.S.
Underwriter, its officers and employees and each person, if any, who controls
any U.S. Underwriter within the meaning of the Securities Act, from and against
any loss,
<PAGE> 25

claim, damage or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action
relating to purchases and sales of Stock), to which that U.S. Underwriter,
officer, employee or controlling person may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained (A) in any Preliminary Prospectus, the
Registration Statement or the Prospectus or in any amendment or supplement
thereto or (B) in any blue sky application or other document prepared or
executed by the Company (or based upon any written information furnished by the
Company) specifically for the purpose of qualifying any or all of the Stock
under the securities laws of any state or other jurisdiction (any such
application, document or information being hereinafter called a "Blue Sky
Application"), (ii) the omission or alleged omission to state in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or in any amendment or
supplement thereto, or in any Blue Sky Application any material fact required to
be stated therein or necessary to make the statements therein not misleading or
(iii) any act or failure to act or any alleged act or failure to act by any U.S.
Underwriter in connection with, or relating in any manner to, the Stock or the
offering contemplated hereby, and which is included as part of or referred to in
any loss, claim, damage, liability or action arising out of or based upon
matters covered by clause (i) or (ii) above (provided that the Company shall not
be liable under this clause (iii) to the extent that it is determined in a final
judgment by a court of competent jurisdiction that such loss, claim, damage,
liability or action resulted directly from any such acts or failures to act
undertaken or omitted to be taken by such U.S. Underwriter through its gross
negligence or willful misconduct), and shall reimburse each U.S. Underwriter and
each such officer, employee or controlling person promptly upon demand for any
legal or other expenses reasonably incurred by that U.S. Underwriter, officer,
employee or controlling person in connection with investigating or defending or
preparing to defend against any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or in any such
amendment or supplement, or in any Blue Sky Application, in reliance upon and in
conformity with written information concerning such U.S. Underwriter furnished
to the Company through the Representatives by or on behalf of any U.S.
Underwriter specifically for inclusion therein; and, provided further, that as
to any Preliminary Prospectus this indemnity agreement shall not inure to the
benefit of any U.S. Underwriter on account of any loss, claim, damage, liability
or action arising from the sale of Stock to any person by that U.S. Underwriter
if that U.S. Underwriter failed to send or give a copy of the

<PAGE> 26

Prospectus, as the same may be amended or supplemented, to that person within
the time required by the Securities Act, and the untrue statement or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact in such Preliminary Prospectus was corrected in the Prospectus,
unless such failure resulted from non-compliance by the Company with Section
5(b) herein. The foregoing indemnity agreement is in addition to any liability
which the Company may otherwise have to any U.S. Underwriter or to any officer,
employee or controlling person of that U.S. Underwriter.

(b) To the extent that any U.S. Underwriter or any person who
controls any U.S. Underwriter within the meaning of Section 15 of the Securities
Act is unable to obtain from the Company the indemnification provided in
subsection (a) of this Section 8 within 30 business days after written demand
upon the Company, the Principal Stockholder agrees to indemnify and hold
harmless each U.S. Underwriter and each such control person against any loss,
claim, damage, liability, action or expense described in the indemnity contained
in subsection (a) of this Section to the same extent as if the Principal
Stockholder were the Company; provided, however, that the Principal
Stockholder's obligations under this subsection (b) shall not exceed [$107.3
million] less the amount of indemnity actually provided by the Principal
Stockholder to the International Managers under Section 8(b) of the
International Underwriting Agreement.

(c) Each U.S. Underwriter, severally and not jointly, shall
indemnify and hold harmless the Company, its officers and employees, each of its
directors and each person, if any, who controls the Company within the meaning
of the Securities Act, from and against any loss, claim, damage or liability,
joint or several, or any action in respect thereof, to which the Company, the
Principal Stockholder, or any such director, officer or controlling person may
become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained (A) in
any Preliminary Prospectus, the Registration Statement or the Prospectus or in
any amendment or supplement thereto, or (B) in any Blue Sky Application or (ii)
the omission or alleged omission to state in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or in any amendment or supplement
thereto, or in any Blue Sky Application any material fact required to be stated
therein or necessary to make the statements therein not misleading, but in each
case only to the extent that the untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information concerning such U.S. Underwriter furnished to the Company
through the Representatives by or on behalf of that U.S. Underwriter
specifically for inclusion therein, and shall reimburse the Company and any such
director, officer or

<PAGE> 27

controlling person for any legal or other expenses reasonably incurred by the
Company or any such director, officer or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any U.S. Underwriter
may otherwise have to the Company or any such director, officer, employee or
controlling person.

(d) Promptly after receipt by an indemnified party under this
Section 8 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however,
that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 8. If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation;
provided, however, that the Representatives shall have the right to employ
counsel to represent jointly the Representatives and those other U.S.
Underwriters and their respective officers, employees and controlling persons
who may be subject to liability arising out of any claim in respect of which
indemnity may be sought by the U.S. Underwriters against the Company or the
Principal Stockholder under this Section 8 if, in the reasonable judgment of
the Representatives, it is advisable for the Representatives and those U.S.
Underwriters, officers, employees and controlling persons to be jointly
represented by separate counsel, and in that event the fees and expenses of
such single separate counsel shall be paid by the Company or the Principal
Stockholder, as the case may be. No indemnifying party shall (i) without the
prior written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of
<PAGE> 28

each indemnified party from all liability arising out of such claim, action,
suit or proceeding, or (ii) be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with the consent of the indemnifying party or if
there be a final judgment of the plaintiff in any such action, the indemnifying
party agrees to indemnify and hold harmless any indemnified party from and
against any loss or liability by reason of such settlement or judgment.

(e) If the indemnification provided for in this Section 8
shall for any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 8(a), 8(b) or 8(c) in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to
therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in
respect thereof, (i) in such proportion as shall be appropriate to reflect the
relative benefits received by the Company and the Principal Stockholder, on the
one hand, and the U.S. Underwriters, on the other hand, from the offering of
the Stock or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company or the Principal Stockholder, on the one hand,
and the U.S. Underwriters, on the other hand, with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Principal Stockholder on the
one hand and the U.S. Underwriters on the other with respect to such offering
shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Stock purchased under this Agreement (before deducting
expenses) received by the Company on the one hand, and the total underwriting
discounts and commissions received by the U.S. Underwriters with respect to the
shares of the Stock purchased under this Agreement, on the other hand, bear to
the total gross proceeds from the offering of the shares of the Stock under
this Agreement, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the
Company or the Principal Stockholder, on the one hand or the U.S. Underwriters,
on the other hand, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company, the Principal Stockholder and the U.S. Underwriters
agree that it would not be just and equitable if contributions pursuant to this
Section 8(e) were to be determined by pro rata allocation (even if the U.S.
Underwriters were treated as one entity for such purpose) or by any other

<PAGE> 29

method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 8(e) shall be deemed to include, for
purposes of this Section 8(e), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 8(e), no
U.S. Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Stock underwritten by it and
distributed to the public was offered to the public exceeds the amount of any
damages which such U.S. Underwriter has otherwise paid or become liable to pay
by reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The U.S.
Underwriters' obligations to contribute as provided in this Section 8(e) are
several in proportion to their respective underwriting obligations and not
joint. Each party entitled to contribution agrees that, upon the service of a
summons or other initial legal process upon it in any action instituted against
it in respect of which contribution may be sought, it shall promptly give
written notice of such service to the party or parties from whom contribution
may be sought but the omission so to notify such party or parties of any such
service shall not relieve the party from whom contribution may be sought for
any obligation it may have hereunder or otherwise.

(f) The U.S. Underwriters severally confirm and the Company
acknowledges that the statements with respect to the public offering of the
Stock by the U.S. Underwriters set forth on the cover page of, the legend
concerning over-allotments on the inside front cover page of and the concession
and reallowance figures appearing under the caption "Underwriting" in the
Prospectus are correct and constitute the only information concerning such U.S.
Underwriters furnished in writing to the Company by or on behalf of the U.S.
Underwriters specifically for inclusion in the Registration Statement and the
Prospectus.

9. Defaulting U.S. Underwriters.

If, on either Delivery Date, any U.S. Underwriter defaults in
the performance of its obligations under this Agreement, the remaining
non-defaulting U.S. Underwriters shall be obligated to purchase the Stock which
the defaulting U.S. Underwriter agreed but failed to purchase on such Delivery
Date in the respective proportions which the number of shares of the Firm Stock
set opposite the name of each remaining non-defaulting U.S. Underwriter in
Schedule 1 hereto bears to the total number of shares of the Firm Stock set
forth opposite the names of all the
<PAGE> 30

remaining non-defaulting U.S. Underwriters in Schedule 1 hereto; provided,
however, that the remaining non-defaulting U.S. Underwriters shall not be
obligated to purchase any of the Stock on such Delivery Date if the total number
of shares of the Stock which the defaulting U.S. Underwriter or U.S.
Underwriters agreed but failed to purchase on such date exceeds 9.09% of the
total number of shares of the Stock to be purchased on such Delivery Date, and
any remaining non-defaulting U.S. Underwriter shall not be obligated to purchase
more than 110% of the number of shares of the Stock which it agreed to purchase
on such Delivery Date pursuant to the terms of Section 2. If the foregoing
maximums are exceeded, the remaining non-defaulting U.S. Underwriters, or those
other underwriters satisfactory to the Representatives who so agree, shall have
the right, but shall not be obligated, to purchase, in such proportion as may be
agreed upon among them, all the Stock to be purchased on such Delivery Date. If
the remaining U.S. Underwriters or other underwriters satisfactory to the
Representatives do not elect to purchase the shares which the defaulting U.S.
Underwriter or U.S. Underwriters agreed but failed to purchase on such Delivery
Date, this Agreement (or, with respect to the Second Delivery Date, the
obligation of the U.S. Underwriters to purchase, and of the Company to sell, the
Option Stock) shall terminate without liability on the part of any
non-defaulting U.S. Underwriter or the Company, except that the Company will
continue to be liable for the payment of expenses to the extent set forth in
Sections 6 and 11. As used in this Agreement, the term "Underwriter" includes,
for all purposes of this Agreement unless the context requires otherwise, any
party not listed in Schedule 1 hereto who, pursuant to this Section 9, purchases
Firm Stock which a defaulting U.S. Underwriter agreed but failed to purchase.

Nothing contained herein shall relieve a defaulting U. S.
Underwriter of any liability it may have to the Company for damages caused by
its default. If other Underwriters are obligated or agree to purchase the Stock
of a defaulting or withdrawing U.S. Underwriter, either the Representatives or
the Company may postpone the Delivery Date for up to seven full business days
in order to effect any changes that in the opinion of counsel for the Company
or counsel for the Underwriters may be necessary in the Registration Statement,
the Prospectus or in any other document or arrangement.

10. Termination. The obligations of the U.S. Underwriters
hereunder may be terminated by the Representatives by notice given to and
received by the Company prior to delivery of and payment for the Firm Stock if,
prior to that time, any of the events described in Sections 7(i) or 7(j) shall
have occurred or if the U.S. Underwriters shall decline to purchase the Stock
for any reason permitted under this Agreement.
<PAGE> 31

11. Reimbursement of U.S. Underwriters' Expenses. If (a) the
Company shall fail to tender the Stock for delivery to the U.S. Underwriters by
reason of any failure, refusal or inability on the part of the Company to
perform any agreement on its part to be performed, or because any other
condition of the U.S. Underwriters' obligations hereunder required to be
fulfilled by the Company is not fulfilled, the Company will reimburse the U.S.
Underwriters for all reasonable out-of-pocket expenses (including fees and
disbursements of counsel) incurred by the U.S. Underwriters in connection with
this Agreement and the proposed purchase of the Stock, and upon demand the
Company shall pay the full amount thereof to the Representative(s). If this
Agreement is terminated pursuant to Section 9 by reason of the default of one
or more U.S. Underwriters, the Company shall not be obligated to reimburse any
defaulting U.S. Underwriter on account of those expenses.

12. Notices, etc. All statements, requests, notices and
agreements hereunder shall be in writing, and:

(a) if to the U.S. Underwriters, shall be delivered or sent by
mail, telex or facsimile transmission to Lehman Brothers Inc., Three
World Financial Center, New York, New York 10285, Attention: Syndicate
Department (Fax: 212-526-6588), with a copy, in the case of any notice
pursuant to Section 8(c), to the Director of Litigation, Office of the
General Counsel, Lehman Brothers Inc., 3 World Financial Center, 10th
Floor, New York, NY 10285;

(b) if to the Company or the Principal Stockholder, shall be
delivered or sent by mail, telex or facsimile transmission to the
address of the Company set forth in the Registration Statement,
Attention: Maritza C. Pichon (Fax: 404-843-5780 );

provided, however, that any notice to an U.S. Underwriter pursuant to Section
8(d) shall be delivered or sent by mail, telex or facsimile transmission to
such U.S. Underwriter at its address set forth in its acceptance telex to the
Representatives, which address will be supplied to any other party hereto by
the Representatives upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof. The Company shall
be entitled to act and rely upon any request, consent, notice or agreement
given or made on behalf of the U.S. Underwriters by Lehman Brothers Inc. on
behalf of the Representatives.

13. Persons Entitled to Benefit of Agreement. This Agreement
shall inure to the benefit of and be binding upon the U.S. Underwriters, the
Company, the Principal Stockholder and their respective successors. This
Agreement and the terms and provisions hereof are for the sole benefit of only
those persons, except that
<PAGE> 32

(A) the representations, warranties, indemnities and agreements of the Company
and the Principal Stockholder contained in this Agreement shall also be deemed
to be for the benefit of the officers and employees of each Underwriter and the
person or persons, if any, who control any U.S. Underwriter within the meaning
of Section 15 of the Securities Act and for the benefit of each International
Manager (and officers, employees and controlling persons thereof) who offers or
sells any shares of Common Stock in accordance with the terms of the Agreement
Between U.S. Underwriters and International Managers and (B) the indemnity
agreement of the U.S. Underwriters contained in Section 8(b) of this Agreement
shall be deemed to be for the benefit of directors of the Company, officers of
the Company who have signed the Registration Statement and any person
controlling the Company within the meaning of Section 15 of the Securities Act.
Nothing in this Agreement is intended or shall be construed to give any person,
other than the persons referred to in this Section 13, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
contained herein.

14. Survival. The respective indemnities, representations,
warranties and agreements of the Company, the Principal Stockholder and the
U.S. Underwriters contained in this Agreement or made by or on behalf on them,
respectively, pursuant to this Agreement, shall survive the delivery of and
payment for the Stock and shall remain in full force and effect, regardless of
any investigation made by or on behalf of any of them or any person controlling
any of them.

15. Definition of the Terms "Business Day" and "Subsidiary".
For purposes of this Agreement, (a) "business day" means any day on which the
New York Stock Exchange, Inc. is open for trading and (b) "subsidiary" has the
meaning set forth in Rule 405 of the Rules and Regulations.

16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK.

Each party irrevocably agrees that any legal suit, action or
proceeding arising out of or based upon this Agreement or the transactions
contemplated hereby ("Related Proceedings") may be instituted in the federal
courts of the United States of America located in the City of New York or the
courts of the State of New York in each case located in the Borough of
Manhattan in the City of New York (collectively, the "Specified Courts"), and
irrevocably submits to the exclusive jurisdiction (except for proceedings
instituted in regard to the enforcement of a judgment of any such court (a
"Related Judgment"), as to which such jurisdiction is non-exclusive) of such
courts in any such suit, action or proceeding. The parties further agree that
service of any process, summons, notice or document by mail to such party's
address set forth
<PAGE> 33

above shall be effective service of process for any lawsuit, action or other
proceeding brought in any such court. The parties hereby irrevocably and
unconditionally waive any objection to the laying of venue of any lawsuit,
action or other proceeding in the Specified Courts, and hereby further
irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such lawsuit, action or other proceeding brought in any such
court has been brought in an inconvenient forum.

17. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

18. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

If the foregoing correctly sets forth the agreement between
the Company and the U.S. Underwriters, please indicate your acceptance in the
space provided for that purpose below.

Very truly yours,

COX RADIO, INC.

By
---------------------------------
Name:
Title:

COX ENTERPRISES, INC.

By
--------------------------------

Name:
Title:
<PAGE> 34

Accepted:

LEHMAN BROTHERS INC.
ALLEN & COMPANY INCORPORATED
CS FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INC.

For themselves and as Representatives
of the several U.S. Underwriters named
in Schedule 1 hereto

By LEHMAN BROTHERS INC.

By
----------------------------
Authorized Representative
<PAGE> 35

SCHEDULE 1

<TABLE>
<CAPTION>
U.S. Underwriters Number of Shares
----------------- ----------------
<S> <C>
Lehman Brothers Inc . . . . . . . . . . . . . . .
Allen & Company Incorporated. . . . . . . . . . .
CS First Boston Corporation . . . . . . . . . .
Morgan Stanley & Co. Incorporated. . . . . . . .
[more to come]
-----------------
Total . . . . . . . . . . .
=================
</TABLE>

<PAGE> 36

SCHEDULE 1(t)

Pending or Threatened FCC Proceedings

1. In March 1996, a complaint was filed with the FCC against WCKG(FM)
alleging a violation of the FCC's rules on indecent programming relating to a
broadcast of the Howard Stern show. This complaint remains pending before the
FCC's Mass Media Bureau.

2. Two programming related objections have been filed by individuals
with respect to the grant of the WIOD(AM) license renewal application, granted
by the FCC in June 1996.

3. On June 14, 1996, the United States Court of Appeals for the D.C.
Circuit (the "Court") denied the appeal filed by WSB, Inc., an affiliate of Cox
Radio, Inc., for reversal of an FCC decision dismissing WSB, Inc.'s application
to acquire WJZF(FM) and reversing an FCC staff decision granting the application
of NewCity Communications of Massachusetts, Inc. to make a minor change to
WJZF's facilities. WSB, Inc. has petitioned for rehearing of the Court's
decision.

4. In January 1994, a complaint was filed with the FCC against WSB(AM)
alleging a violation of the FCC's rules on indecent programming relating to a
broadcast of the Neal Boortz show. This complaint remains pending before the
FCC's Mass Media Bureau.

<PAGE> 1
EXHIBIT 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
COX RADIO, INC.

Article I: Name.

The name of this corporation (the "Corporation") is:

Cox Radio, Inc.

Article II: Registered Office.

The address of the registered office of the Corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, 19801. The registered agent in charge
thereof is The Corporation Trust Company.

Article III: Business.

The purposes of the Corporation are as follows:

A. To engage in the business within the United States of America
of transmitting, receiving, relaying and/or distributing radio broadcasts,
sounds, signals, and messages of all kinds by means of waves, radiation, wire,
cable, radio, light or other means of communications of any type, kind or
nature;

B. To purchase or otherwise acquire (for cash, property, notes,
stock or bonds of this Corporation or otherwise) assets used or useful in the
aforesaid business, and to undertake or assume the whole or any part of any
obligations and or liabilities attendant thereto;

C. To sell, assign, transfer or purchase the assets or stock of
radio stations, businesses or properties within the United States; and

D. In general, to carry on any other activity, to perform any
function and to undertake any activity in connection with the purposes set
forth in the foregoing paragraphs A, B and C of this Article III.

Article IV: Authorized Capital Stock.

A. Authorized Shares. The total number of shares of all classes
of capital stock that the Corporation shall have authority to issue is one
hundred twenty million (120,000,000) shares,
<PAGE> 2

-2-

of which (i) one hundred fifteen million (115,000,000) shares, of a par value
of $1.00 per share, shall be Common Stock (the "Common Stock"), and (ii) five
million (5,000,000) shares of a par value of $1.00 per share, shall be
Preferred Stock (hereinafter called "Preferred Stock"). The Common Stock shall
be divided into classes as follows: seventy million (70,000,000) shares of
Class A Common Stock ("Class A Stock") and forty-five million (45,000,000)
shares of Class B Common Stock ("Class B Stock").

B. Class A Stock and Class B Stock.

1. Powers, Preferences and Rights.

Except as otherwise provided in paragraph B of this Article IV, each
share of Common Stock shall be identical.

2. Voting Rights.

a. Each share of Class A Stock shall entitle the
holder thereof to one (1) vote and each share of Class B Stock shall entitle
the holder thereof to ten (10) votes. Except as set forth herein or as may
otherwise be required by the laws of the State of Delaware, all actions
submitted to a vote of stockholders of the Corporation (including, without
limitation, any proposed amendment to this Amended and Restated Certificate of
Incorporation ("Certificate") that would increase the number of authorized
shares of Class A Stock, of Class B Stock or of any class or series of voting
Preferred Stock, if any, or decrease the number of authorized shares of any
such class or series of stock (but not below the number of shares thereof then
outstanding)) shall be voted on by the holders of Class A Stock and Class B
Stock (as well as the holders of any Preferred Stock, if any, entitled to vote
thereon) voting together as a single class, and no separate vote or consent of
the holders of shares of Class A Stock, the holders of the shares of Class B
Stock or the holders of such shares of Preferred Stock shall be required for
the approval of any such matter.

b. The holders of Class A Stock and Class B
Stock shall each be entitled to vote separately as a class with respect to (i)
amendments to this Certificate that alter or change the powers, preferences or
special rights of their respective class of stock so as to affect them
adversely and (ii) such other matters as require class votes under the General
Corporation Law of the State of Delaware.

c. Except as otherwise provided by law or
pursuant to this Article IV or by resolution or resolutions of
<PAGE> 3

-3-

the Board of Directors of the Corporation (the "Board") providing for the
issuance of any series of Preferred Stock, the holders of the Class A Stock and
the Class B Stock shall have sole voting power for all purposes, each holder of
Class A Stock and each holder of Class B Stock being entitled to vote as
provided in subparagraph 2.a or 2.b as applicable of this paragraph B of this
Article IV.

3. Dividends.

a. If and when dividends on the Class A Stock
and Class B Stock are declared payable from time to time by the Board as
provided in subparagraph 3.a of paragraph B of this Article IV, whether payable
in cash, in property or in shares of stock of the Corporation, the holders of
Class A Stock and the holders of Class B Stock shall be entitled to share
equally, on a per share basis, in such dividends, subject to the limitations
described below. If dividends are declared that are payable in shares of Class
A Stock or Class B Stock, such dividends shall be payable at the same rate on
all classes of Common Stock and the dividends payable in shares of Class A
Stock shall be payable only to holders of Class A Stock and the dividends
payable in shares of Class B Stock shall be payable only to holders of Class B
Stock. If the Corporation shall in any manner subdivide or combine the
outstanding shares of Class A Stock or Class B Stock, the outstanding shares of
the other class of Common Stock shall be proportionally subdivided or combined
in the same manner and on the same basis as the outstanding shares of Class A
Stock or Class B Stock, as the case may be, that have been subdivided or
combined.

b. Subject to provisions of law and the
preferences of the Preferred Stock and of any other stock ranking prior to the
Class A Stock or the Class B Stock as to dividends, the holders of the Class A
Stock and the Class B Stock shall be entitled to receive dividends at such time
and in such amounts as may be determined by the Board and declared out of any
funds lawfully available therefor, and shares of Preferred Stock of any class
shall not be entitled to share therein except as otherwise expressly provided
in the resolution or resolutions of the Board providing for the issue of such
series. Dividends on the Class A Stock and the Class B Stock shall be payable
only as and when declared by the Board.

4. Conversion of Class B Stock by Holder.

a. The holder of each share of Class B Stock
shall have the right at any time, or from time to time, at such holder's
option, to convert such share into one fully paid and
<PAGE> 4

-4-

nonassessable share of Class A Stock on and subject to the terms and conditions
hereinafter set forth.

b. In order to exercise his conversion
privilege, the holder of any shares of Class B Stock to be converted shall
present and surrender the certificate or certificates representing such shares,
duly endorsed, during usual business hours at any office or agency of the
Corporation maintained for the transfer of Class B Stock and shall deliver a
written notice of the election of the holder to convert the shares represented
by such certificate or any portion thereof specified in such notice. Such
notice shall also state the name or names (with address) in which the
certificate or certificates for shares of Class A Stock issuable on such
conversion shall be registered. If required by the Corporation, any
certificate for shares surrendered for conversion shall be accompanied by
instruments of transfer, in form satisfactory to the Corporation, duly executed
by the holder of such shares or his duly authorized representative. Each
conversion of shares of Class B Stock shall be deemed to have been effected at
the close of business on the date (the "conversion date") on which the
certificate or certificates representing such shares shall have been
surrendered and such notice and any required instruments of transfer shall have
been received as aforesaid, provided, however, that the conversion may, at the
option of any holder of any shares of Class B Stock to be converted, be
conditioned upon notice by such holder to the Corporation of the occurrence of
any specified event (including, without limitation, the closing of any sale,
exchange or other disposition of such shares of Class B Stock), and the person
or persons in whose name or names any certificate or certificates for shares of
Class A Stock shall be issuable on such conversion shall be, for the purpose of
receiving dividends and for all other corporate purposes whatsoever, deemed to
have become the holder or holders of record of the shares of Class A Stock
represented thereby on the conversion date.

c. As promptly as practicable after the
presentation and surrender for conversion, as herein provided, of any
certificate for shares of Class B Stock (but only after the notice of the
occurrence of any event specified, if any, by the holder of such shares of
Class B Stock), the Corporation shall issue and deliver at such office or
agency, to or upon the written order of the holder thereof, certificates for
the number of shares of Class A Stock issuable upon such conversion. In case
any certificate for shares of Class B Stock shall be surrendered for conversion
of a part only of the shares represented thereby, the Corporation shall deliver
at such office or agency, to or upon the written order of the holder thereof, a
certificate or certificates for the number of shares of Class B Stock repre-
<PAGE> 5

-5-

sented by such surrendered certificate that are not being converted. The
issuance of certificates for shares of Class A Stock issuable upon the
conversion of shares of Class B Stock by the registered holder thereof shall be
made without charge to the converting holder for any tax imposed on the
Corporation in respect of the issue thereof. The Corporation shall not,
however, be required to pay any tax that may be payable with respect to any
transfer involved in the issue and delivery of any certificate in a name other
than that of the registered holder of the shares being converted, and the
Corporation shall not be required to issue or deliver any such certificate
unless and until the person requesting the issue thereof shall have paid to the
Corporation the amount of such tax or has established to the satisfaction of
the Corporation that such tax has been paid.

d. Upon any conversion of shares of Class B
Stock into shares of Class A Stock pursuant hereto, no adjustment with respect
to dividends shall be made; only those dividends shall be payable on the shares
so converted as have been declared and are payable to holders of record of
shares of Class B Stock on a date prior to the conversion date with respect to
the shares so converted; and only those dividends shall be payable on shares of
Class A Stock issued upon such conversion as have been declared and are payable
to holders of record of shares of Class A Stock on or after such conversion
date.

e. In case of any sale or conveyance of all or
substantially all of the property or business of the Corporation as an
entirety, a holder of a share of Class B Stock shall have the right thereafter
to convert such share into the kind and amount of cash, shares of stock and
other securities and properties receivable upon such sale or conveyance by a
holder of one share of Class A Stock and shall have no other conversion rights
with regard to such share. The provisions of subparagraph 4.e of paragraph B
of this Article IV shall similarly apply to successive sales or conveyances.

f. Shares of Class B Stock converted into Class
A Stock shall be retired and shall resume the status of authorized but unissued
shares of Class B Stock.

g. Such number of shares of Class A Stock as may
from time to time be required for such purpose shall be reserved for issuance
upon conversion of outstanding shares of Class B Stock.

5. Priority of Preferred Stock.
<PAGE> 6

-6-

The Class A Stock and the Class B Stock are subject to all the powers,
rights, privileges, preferences and priorities of any series of Preferred Stock
as may be stated herein and as shall be stated and expressed in any resolution
or resolutions adopted by the Board, pursuant to authority expressly granted to
and vested in it by the provisions of this Article IV.

6. Liquidation, Dissolution or Winding Up.

In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntarily or involuntarily (sometimes referred to as
liquidation), after payment or provision for payment of the debts and other
yliabilities of the Corporation and the preferential amounts to which the
holders of any stock ranking prior to the Class A Stock and the Class B Stock
in the distribution of the Corporation's assets shall be entitled upon such
liquidation, dissolution or winding up, the holders of the Class A Stock and
the Class B Stock shall be entitled to share equally, on a per share basis, in
the distribution of the remaining assets of the Corporation. Neither the
consolidation or merger of the Corporation with or into any other corporation
or corporations nor the sale, transfer or lease of all or substantially all of
the assets of the Corporation shall itself be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this
subparagraph 6 of paragraph B of this Article IV.

C. Preferred Stock.

Shares of Preferred Stock may be issued from time to time in one or
more series. Except as may be provided by the Board in a certificate of
designation or by law, shares of any series of Preferred Stock that have been
redeemed (whether through the operation of a sinking fund or otherwise) or
purchased by the Corporation or which, if convertible or exchangeable, have
been converted into or exchanged for shares of stock of any other class or
classes shall be retired and shall not be reissued. The Board is hereby
authorized to fix or alter the designations and powers, preferences and
relative, participating, optional or other rights, if any, and qualifications,
limitations or restrictions thereof, including, without limitation, the
dividend rate (and whether dividends are cumulative), conversion rights, if
any, voting rights, rights and terms of redemption (including sinking fund
provisions, if any), redemption price and liquidation preferences of any wholly
unissued series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, or any of them, and to increase or
decrease the number of shares of any series
<PAGE> 7

-7-

subsequent to the issue of shares of that series, but not below the number of
shares of such series then outstanding.

Article V: Number of Directors and Limitation of Liability of Directors.

A. Number of Directors. The number of directors that shall
constitute the whole Board of the Corporation shall be as specified in the
Bylaws of the Corporation, as the same may be amended from time to time.

B. Limitation of Liability of Directors. The Corporation shall,
to the fullest extent permitted by Section 145 of the General Corporation Law
of the State of Delaware, as the same may be amended and supplemented, or any
successor provision thereto, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section and, as provided in said section shall advance expenses, including
reasonable attorneys' fees, of any and all such persons, and the
indemnification and advancement of expenses provided for herein shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors, and administrators of such persons. To the fullest extent permitted
by Section 102 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, or any successor provision thereto, a
director of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director.

C. Future Amendments. In addition to the provisions of paragraph
B of this Article V hereof, if the General Corporation Law of the State of
Delaware is amended hereafter to authorize or permit corporate action further
limiting or eliminating the personal liability of a director to the Corporation
or its stockholders, then the liability of each director of the Corporation
shall be further limited or eliminated to the fullest extent permitted by any
such future amendment of the law of the State of Delaware.

D. Repeal or Modification. Any repeal or modification of this
Article V or any provision hereof shall not increase the personal liability of
any director of the Corporation for any act
<PAGE> 8

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or occurrence taking place prior to such repeal or modification, or otherwise
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

Article VI: Meetings.

Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision of Delaware law) outside the
State of Delaware at such place or places as may be designated from time to
time by the Board or in the Bylaws of the Corporation. Elections of directors
need not be by written ballot unless the Bylaws of the Corporation shall so
provide.

Article VII: Election of Directors.

A. Stockholders' Meeting. The directors who are directors on the
date that this Certificate of the Corporation is filed with the Secretary of
State of Delaware shall serve until the first annual meeting of stockholders at
which directors are elected following that date. The Directors shall be
elected at the annual meeting of stockholders, and each director elected shall
hold office until such director's successor has been elected and qualified.
Directors need not be stockholders of the Corporation.

B. Directors Elected by Preferred Stock. During any period when
the holders of Preferred Stock or any one or more series thereof, voting as a
class, shall be entitled to elect a specified number of directors by reason of
dividend arrearages or other contingencies giving them the right to do so, then
and during such times as such right continues the then otherwise authorized
number of directors shall be increased by such specified number of directors,
and the holders of the Preferred Stock or such series thereof, voting as a
class, shall be entitled to elect the additional directors so provided for,
pursuant to the provisions of such Preferred Stock or series; and each such
additional director shall serve until the annual meeting at which his term of
office shall expire and until his successor shall be elected and shall qualify,
or until his right to hold such office terminates pursuant to the provisions of
such Preferred Stock or series, whichever occurs earlier. Whenever the holders
of such Preferred Stock or series thereof are divested of such rights to elect
a specified number of directors, voting as a class, pursuant to the provisions
of such Preferred Stock or series, the terms of office of all directors elected
by the holders of such Preferred Stock or series, voting as a class pursuant to
such
<PAGE> 9

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provisions, or elected to fill any vacancies resulting from the death,
resignation or removal of directors so elected by the holders of such Preferred
Stock or series, shall forthwith terminate and the authorized number of
directors shall be reduced accordingly.

C. Removal. Subject to the rights of any series of Preferred
Stock then outstanding, any director, or the entire Board, may be removed from
office at any time by the affirmative vote of the holders of shares that
entitle the holders to cast a majority of the votes entitled to be cast by the
holders of all shares of capital stock of the Corporation that are entitled to
vote generally in the election of directors of the Corporation.

D. Notice of Stockholder Nominees. Nominations of persons for
election to the Board (other than persons nominated to fill vacancies and newly
created directorships, who shall in each case be nominated and elected as
provided in the Bylaws of the Corporation) shall be made only at a meeting of
stockholders and only (1) by or at the direction of the Board or (2) by any
stockholder of the Corporation entitled to vote for the election of directors
at the meeting who complies with the notice procedures set forth in paragraph D
of this Article VII. Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall
be delivered to or mailed and received at the principal executive offices of
the Corporation not less than thirty (30) days nor more than sixty (60) days
prior to the meeting; provided, however, that if less than forty (40) days
notice or prior public disclosure of the date of the meeting is given or made
to stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. For purposes of paragraph D of this Article VII, any adjournment(s) or
postponement(s) of the original meeting whereby the meeting will reconvene
within thirty (30) days from the original date shall be deemed for purposes of
this notice to be a continuation of the original meeting and no nominations by
a stockholder of persons to be elected directors of the Corporation may be made
at any such reconvened meeting and no nominations by a stockholder of persons
to be elected directors of the Corporation may be made at any such reconvened
meeting unless pursuant to a notice that was timely for the meeting on the date
originally scheduled. Such stockholder's notice shall set forth: (i) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election
<PAGE> 10

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of directors, or is otherwise required, in each case pursuant to the Securities
Exchange Act of 1934, as amended (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); and (ii) as to the stockholder giving the notice (a) the name and
address, as they appear on the Corporation's books, of such stockholder, and
(B) the class and number of shares of the Corporation that are beneficially
owned by such stockholder. Notwithstanding the foregoing, nothing in paragraph
D of this Article VII shall be interpreted or construed to require the
inclusion of information about any such nominee in any proxy statement
distributed by, at the direction of, or on behalf of the Board. The chairman
of the meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the procedures
prescribed by paragraph D of this Article VII, and if he should so determine,
he shall so declare to the meeting and the defective nomination shall be
disregarded.

Article VIII: Indemnification.

The Corporation shall indemnify, in the manner and to the full extent
permitted by law, any person (or the estate of any person) who was or is a
party to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether or not by or in the right of the
Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director, officer
or employee of the Corporation, or is or was serving at the request of the
Corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise. The Corporation may, to
the full extent permitted by law, purchase and maintain insurance on behalf of
any such person against any liability that may be asserted against him. To the
full extent permitted by law, the indemnification provided herein shall include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, and, in the manner provided by law, any such expenses may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding. The indemnification provided herein shall not be deemed to limit
the right of the Corporation to indemnify any other person for any such
expenses to the full extent permitted by law, nor shall it be deemed exclusive
of any other rights to which any person seeking indemnification from the
Corporation may be entitled under any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

Article IX: Stockholder Vote.
<PAGE> 11

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Unless otherwise provided by statute, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting and without a vote if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock of the
Corporation having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Such consent shall be filed
with the Secretary of the Corporation. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

Article X: Stockholder Proposals at Annual Meetings.

Business may be properly brought before an annual meeting by a
stockholder only upon the stockholder's timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than thirty (30) days nor more than sixty (60) days prior
to the meeting as originally scheduled; provided, however, that if less than
forty (40) days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. For purposes of this Article X, any
adjournment(s) or postponement(s) of the original meeting whereby the meeting
will reconvene within thirty (30) days from the original date shall be deemed
for purposes of notice to be a continuation of the original meeting and no
business may be brought before any reconvened meeting unless such timely notice
of such business was given to the Secretary of the Corporation for the meeting
as originally scheduled. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before
the annual meeting, (ii) the name and record address of the stockholder
proposing such business, and (iii) the class and number of shares of the
Corporation that are beneficially owned by the stockholder proposing such
business. Notwithstanding the foregoing, nothing in this Article X shall be
interpreted or construed to require the inclusion of information about any such
proposal in any proxy statement distributed by, at the direction of, or on
behalf of the Board. The chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Article X,
and if he
<PAGE> 12

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should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

Article XI: Call of Special Meetings.

Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by a majority of the members of
the Board. Such special meetings may not be called by any other person or
persons or in any other manner.

Article XII: Amendment of Bylaws

In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board, by action taken in accordance with
the provisions of the Bylaws of the Corporation is hereby expressly authorized
and empowered to adopt, amend or repeal any provision of the Bylaws of the
Corporation.

Article XIII: Section 203

The Corporation shall not be governed by Section 203 of the General
Corporation Law of the State of Delaware.

Article XIV: Participation of Non-Citizens

The following provisions are included herein for the purpose of
ensuring that control and management of the Corporation complies with the
Communications Act of 1934 and the rules, regulations and policies of the
Federal Communications Commission ("FCC"), as the same may be amended from time
to time (collectively, the "Communications Act"):

(a) The Corporation shall not issue to or for the account
of (A) a person who is a citizen of a country other than the United States; (B)
an entity organized under the laws of a government other than the government of
the United States or any state, territory, or possession of the United States;
(C) a government other than the government of the United States or of any
state, territory, or possession of the United States; or (D) a representative
of, or an individual or entity controlled by, any of the foregoing (each person
or entity described in any of the foregoing clauses (A) through (D),
individually, an "Alien" or collectively "Aliens") any share of capital stock
of the Corporation if such issuance would cause the total capital stock of the
Corporation held or voted by Aliens to exceed, in violation of the
Communications Act, 25% of (1) the total capital
<PAGE> 13

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stock of the Corporation outstanding at any time or (2) the total voting power
of all shares of such capital stock outstanding and entitled to vote at any
time, and (ii) shall not permit the transfer on the books of the Corporation of
any capital stock to any Alien that would result in the total capital stock of
the Corporation held or voted by Aliens to exceed such 25% limit in violation
of the Communications Act.

(b) No Alien or Aliens, individually or collectively, shall be
entitled to vote or direct or control the vote of more than 25% of (i) the
total capital stock of the Corporation outstanding at any time or (ii) the
total voting power of all shares of capital stock of the Corporation
outstanding and entitled to vote at any time and from time to time, if to do so
would violate the Communications Act.

(c) No Alien shall be qualified to act as an officer of the
Corporation, and no more than one-fourth of the total number of directors of
the Corporation at any time and from time to time may be Aliens, in either case
if such would violate the Communications Act.

(d) The Board of Directors of the Corporation shall have
all powers necessary to implement the provisions of this Article XIV and to
ensure compliance with the alien ownership restrictions of the Communications
Act, including, without limitation, the power to prohibit the transfer of any
shares of capital stock of the Corporation to any Alien, the inclusion of a
legend regarding restrictions on foreign ownership of the capital stock on any
certificates representing such stock, and to take or cause to be taken such
action as it deems appropriate to implement such prohibition. Without limiting
the generality of the foregoing and notwithstanding any other provision of
these Amended and Restated Articles of Incorporation, the Corporation also
reserves the right to refuse to honor any transfer of the capital stock of the
Corporation which, in the judgment of the Corporation or its transfer agent,
would or might constitute a violation of the Communications Act or the FCC
rules and regulations.

<PAGE> 1
EXHIBIT 3.2

AMENDED AND RESTATED
BYLAWS OF COX RADIO, INC.

ARTICLE I

OFFICES

Section 1. The registered office of the corporation in the State of
Delaware shall be at the principal office of The Corporation Trust Company in
the City of Wilmington, County of New Castle, State of Delaware, and the
registered agent in charge thereof shall be The Corporation Trust Company.

Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware and the United States as the
Board of Directors may from time to time determine or as the business of the
corporation may from time to time require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. The annual meeting of stockholders of the corporation for
the election of directors of the corporation, and for the transaction of such
other business as may properly come before such meeting, shall be held in
Atlanta, Georgia, at such place and time as may be fixed from time to time by
the Board of Directors, or at such other place either within or without the
State of Delaware or the United States as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting or in a duly
executed waiver of the notice thereof; provided, however, that no annual
meeting of stockholders need be held if all actions, including the election of
directors, required by the General Corporation Law of the State of Delaware to
be taken at such annual meeting are taken by written consent in lieu of a
meeting pursuant to Section 11 hereof. Meetings of the stockholders for any
other purpose may be held at such time and place, within or without the State
of Delaware or the United States, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

Section 2. Written notice of the annual meeting stating the place,
date and time of the meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each holder of record of
shares of the corporation's Voting Stock. As used in these Bylaws, "Voting
Stock" means, with respect to any annual or special meeting of the stockholders
<PAGE> 2

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of the corporation, or with respect to any action to be taken by the
stockholders of the corporation, all issued and outstanding shares of capital
stock of the corporation entitled to vote at such meeting or with respect to
such action, and each reference to a percentage or portion of the "Voting
Power" of shares of Voting Stock shall refer to such percentage or portion of
the votes entitled to be cast by such shares of Voting Stock.

Section 3. Special meetings of the stockholders for any purpose or
purposes, unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, shall be called by the President and Chief
Executive Officer or Secretary at the request in writing of a majority of the
Board of Directors, to be held at such place, date and time as shall be
designated in the notice or waiver of notice thereof. Such requests shall
state the purpose or purposes of the proposed meeting.

Section 4. Written notice of a special meeting shall state the place,
date and time of the meeting and the purpose or purposes for which the meeting
is called and shall be given not less than ten (10) nor more than sixty (60)
days before the date of the meeting to each holder of record of shares of the
corporation's Voting Stock.

Section 5. Business transacted at any special meeting of the
stockholders shall be limited to the purpose or purposes stated in the notice,
unless stockholders owning Voting Stock representing a majority of the Voting
Power of all Voting Stock of the corporation consent thereto either at the
special meeting or in writing executed subsequent to the meeting.

Section 6. If, prior to the time of mailing, the Secretary of the
corporation shall have received from any stockholder a written request that
notices intended for such stockholder are to be mailed to some address other
than the address that appears on the records of the corporation, notices
intended for such stockholder shall be mailed to the address designated in such
request. Notice of any annual or special meeting of stockholders need not be
given to any stockholder who files a written waiver of notice with the
Secretary, signed by the person entitled to notice, whether before or after
such meeting. Neither the business to be transacted at, nor the purpose of,
any meeting of stockholders need be specified in any written waiver of notice
thereof. Attendance of a stockholder at a meeting, in person or by proxy,
shall constitute a waiver of notice of such meeting, except when such
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds
that the notice of such meeting was inadequate or improperly given.
<PAGE> 3

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Section 7. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every annual
or special meeting of the stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to examination by any stockholder
for any purpose germane to the meeting during ordinary business hours, and for
a period of at least ten (10) days prior to the meeting either at a place
within the city where the meeting is to be held (which place shall be specified
in the notice of the meeting) or (if not so specified) at the place where the
meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof and may be inspected by
any stockholder who is present at the meeting.

Section 8. Unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, the holders of record of one-third of the Voting
Stock of the corporation which represent a majority of the Voting Power of all
Voting Stock of the corporation, whether present in person or by proxy at such
meeting, shall constitute a quorum at all annual and special meetings of the
stockholders for the transaction of business. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the holders
of record of a majority of the Voting Power of the Voting Stock of the
corporation that are present at the meeting in person or by proxy shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting, at which a quorum shall be present or represented,
any business may be transacted that might have been transacted at the meeting
as originally described in the notice to the stockholders. If the adjournment
is for more than thirty (30) days or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each holder of record of Voting Stock.

Section 9. When a quorum is present at any annual or special meeting,
the vote of the holders of record of Voting Stock representing a majority of
the Voting Power of all Voting Stock of the corporation present in person or by
proxy at such meeting shall decide any question brought before such meeting,
unless the question is one upon which by express provision of statute, the
Certificate of Incorporation or these Bylaws a different vote is required, in
which case such express provision shall govern and control the decision of such
question.
<PAGE> 4

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Section 10. No proxy shall be voted or acted upon after a period of
three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any annual or special meeting of the stockholders may be taken without a
meeting and without a vote if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding stock of the corporation having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Such consent shall be filed with the Secretary of the
Corporation. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors that constitutes the Board of
Directors shall be at least one (1) and not more than nine (9). The first
Board of Directors shall initially consist of the number of directors as shall
be specified at the organizational meeting of the corporation. Thereafter,
within the limits above specified, the number of directors shall be determined
by resolution of the Board of Directors or by the stockholders at the annual or
special meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article. Each director
shall hold office until his successor is elected and qualified. Directors need
not be stockholders. The Board of Directors may elect one of their members to
be Chairman of the Board of Directors. He shall perform such duties as may,
from time to time be assigned to him or her by the Board of Directors.

Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. The directors so chosen shall hold office until the next
annual election and until their successors are duly elected and qualified,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If at any time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board of
<PAGE> 5

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Directors (as constituted immediately prior to any such increase), the Court of
Chancery of the State of Delaware, upon application of any stockholder or
stockholders holding at least ten percent of the total number of shares at the
time outstanding having the right to vote for such directors, may summarily
order an election to be held to fill any such vacancies or newly created
directorships or to replace the directors chosen by the directors then in
office.

Section 3. The business of the corporation shall be managed by its
Board of Directors, which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute, the Certificate of
Incorporation or these Bylaws directed or required to be exercised or done by
the stockholders.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation may hold
meetings, both regular and special, within or without the State of Delaware or
the United States.

Section 2. As soon as practicable after each annual election of
directors by the stockholders, the Board of Directors shall meet for the
purpose of organization and the transaction of other business, unless it shall
have transacted all such business by written consent pursuant to Section 6 of
this Article.

Section 3. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board of Directors.

Section 4. Special meetings of the Board of Directors may be called
by the Chairman and shall be called by the President and Chief Executive
Officer upon the written request to such effect of a majority of the members of
the Board of Directors then in office on three (3) days' notice to each
director, which notice shall comply with the requirements of Article VIII
hereof. Such meetings shall be called by the Chairman, President and Chief
Executive Officer or Secretary in like manner and on like notice on the written
request of a majority of the directors.

Section 5. At all regular and special meetings of the Board of
Directors, a simple majority of the directors shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, unless otherwise specifically provided by statute, the Certificate of
<PAGE> 6

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Incorporation or these Bylaws. If a quorum is not present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than an announcement at the meeting,
until a quorum shall be present.

Section 6. Unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board or the committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board of Directors or such committee.

Section 7. Any one or more members of the Board of Directors, or of
any committee thereof, may participate in a meeting of the Board of Directors
or such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

ARTICLE V

COMMITTEES OF DIRECTORS

Section 1. The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, designate one or more committees,
each consisting of two or more directors of the corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he, she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.

Section 2. Except as provided below, any committee, to the extent
provided in the resolutions of the Board of Directors and in these Bylaws,
shall have and may exercise all of the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers that may
require it. No committee, however, shall have the power or authority to amend
the Certificate of Incorporation; to adopt an agreement of merger or
consolidation; to recommend to the
<PAGE> 7

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stockholders the sale, lease, exchange or other disposition of all or
substantially all of the corporation's property and assets; to recommend to the
stockholders a dissolution of the corporation or a revocation of a dissolution;
or to amend these Bylaws; further, unless a resolution of the Board of
Directors, these Bylaws or the Certificate of Incorporation expressly so
provides, no committee shall have the power or authority to declare a dividend,
to authorize the issuance of stock, or to adopt a certificate of ownership and
merger.

Section 3. A committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.

Section 4. Each committee shall keep regular minutes of its meetings
and shall file them with the minutes of the proceedings of the Board of
Directors when required.

ARTICLE VI

COMPENSATION OF DIRECTORS

Section 1. Unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of the directors.

Section 2. The directors may be paid their expenses, if any, of
attending meetings of the Board of Directors. Such payments may take the form
of a fixed sum for attendance at each meeting and/or a stated salary as a
director. Members of committees may be allowed like compensation for attending
committee meetings.

Section 3. No payment permitted under this Article VI shall preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.

ARTICLE VII

OFFICERS

Section 1. The officers of the corporation shall be designated by the
Board of Directors, by election, and shall include a President and Chief
Executive Officer, a Secretary and a Treasurer. The Board of Directors may
also elect such other officers and agents as it deems necessary, including a
Chief Financial Officer, Chief Operating Officer, Vice Presidents and one or
more Assistant Secretaries and Assistant Treasurers. Any
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number of offices may be held by the same person, unless otherwise provided by
statute, the Certificate of Incorporation or these Bylaws.

Section 2. The officers of the corporation shall be elected by the
Board of Directors at the Board's first meeting after each annual meeting of
stockholders.

Section 3. The officers of the corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors whenever in its judgment the best interests
of the corporation will be served thereby. Any vacancy occurring in any office
of the corporation shall be filled by the Board of Directors.

Section 4. The Board of Directors may fix the officers' salaries, if
any, or it may authorize the President and Chief Executive Officer to fix the
salary of any other officer.

Section 5. The President and Chief Executive Officer shall preside at
all meetings of the stockholders, and shall see that all orders and resolutions
of the Board of Directors are carried into effect. The President and Chief
Executive Officer shall execute under the seal of the corporation bonds,
mortgages and other contracts requiring a seal, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof is delegated by the Board of Directors to some
other officer or agent of the corporation.

Section 6. In the absence of the President and Chief Executive
Officer or in the event of his inability or refusal to act, the Vice President
(or in the event there are more than one, then the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President and Chief Executive Officer
and, when so acting, shall have all the powers of and be subject to all the
restrictions upon the President and Chief Executive Officer. The Vice
President shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

Section 7. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all of the
proceedings of the meetings of the corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given,
notice
<PAGE> 9
-9-

of all meetings of the stockholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed by the Board
of Directors or the President and Chief Executive Officer, under whose
supervision he or she shall be. The Secretary shall have custody of the
corporate seal of the corporation, and he or she, or an Assistant Secretary,
shall have the authority to affix the same to any instrument requiring it, and
(when so affixed) it may be attested by his or her signature or by the
signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

Section 8. The Assistant Secretary, or if there are more than one,
the Assistant Secretaries in the order determined by the Board of Directors (or
if there is no such determination, then in the order of their election), shall,
in the absence of the Secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

Section 9. The Treasurer shall have custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.

Section 10. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Chief Executive Officer,
and the Board of Directors at the Board's regular meetings or when the Board so
requires, an account of all of his or her transactions as Treasurer and of the
financial condition of the corporation.

Section 11. If required by the Board of Directors, the Treasurer
shall give the corporation a bond (which shall be renewed every six years) in
such sum and with such surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties of his or her office
and for the restoration to the corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her control belonging to the corporation.
<PAGE> 10

-10-

Section 12. The Assistant Treasurer, or if there are more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there is no such determination, then in the order of their election), shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

ARTICLE VIII

NOTICES

Section 1. Whenever any notice is required by law, the Certificate of
Incorporation or these Bylaws to be given to any stockholder, director or
officer, such notice, except as otherwise provided by law, may be given
personally, or by mail, or, in the case of directors or officers, by telegram,
cable or facsimile transmission, addressed to such address as appears on the
books of the Corporation. Any notice given by telegram, cable or facsimile
transmission shall be deemed to have been given when it shall have been
transmitted and any notice given by mail shall be deemed to have been given
three business days after it shall have been deposited in the United States
mail with postage thereon prepaid.

Section 2. Whenever any notice is required to be given by law, the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the meeting or the time stated therein, shall be deemed equivalent in all
respects to such notice to the full extent permitted by law.

ARTICLE IX

CERTIFICATES OF STOCK

Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by the President and Chief Executive Officer or a
Vice President, and by the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer, certifying the number of shares owned by
the stockholder in the corporation.

Section 2. Any or all of the signatures on the certificate may be a
facsimile if the certificate is manually signed on behalf of a transfer agent
or a registrar (other than the corporation itself or an employee of the
corporation). In case any officer, transfer agent or registrar who has signed
or whose
<PAGE> 11

-11-

facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
the certificate may be issued by the corporation with the same effect as if he
or she were such officer, transfer agent or registrar at the date of issue.

Section 3. The Board of Directors may direct that a new certificate
or certificates be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates or his or
her legal representative to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by the
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.

Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the
stockholders or any adjournment thereof, or entitled to express consent to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date that shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new date for the new adjourned meeting.

Section 6. The corporation shall be entitled to recognize the
exclusive rights of a person registered on its books as the owner of shares to
receive dividends and to vote as such owner.
<PAGE> 12

-12-

The corporation shall be entitled to hold liable for calls and assessments a
person registered on its books as the owner of shares. The corporation shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, regardless of whether the
corporation shall have express or other notice thereof, unless otherwise
provided by statute, the Certificate of Incorporation or these Bylaws.

ARTICLE X

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the
corporation, unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid in cash,
property, or in shares of stock, unless otherwise provided by statute, the
Certificate of Incorporation or these Bylaws. Before payment of any dividend,
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the Board of Directors from time to time, in
their absolute discretion, may think proper as a reserve or reserves for
contingencies, equalizing dividends, repairing or maintaining any property of
the corporation, or for such other purpose or purposes as the Board of
Directors shall think conducive to the interests of the corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

Section 2. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation shall end
on the thirty-first day of December of each year unless changed by resolution
by the Board of Directors.

Section 4. Indemnification. The corporation shall have the power to
indemnify its officers, directors, employees and agents of the corporation, and
such other persons as designated by the Board of Directors, to the full extent
as permitted under the laws of the State of Delaware.

Section 5. Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization, and the name of the
State of Delaware. The seal may
<PAGE> 13

-13-

be used by causing it or a facsimile thereof to be impressed, affixed or
otherwise reproduced.

Section 6. Amendments. These Bylaws may be altered, amended or
repealed or new Bylaws adopted either by the stockholders or the Board of
Directors at any annual meeting of the stockholders or regular meeting of the
Board of Directors, or at any special meeting of the stockholders or the Board
of Directors (if notice of such alteration, amendment, repeal or adoption of
new Bylaws is contained in the notice of such special meeting), by a vote of
the holders of record owning Voting Stock representing a majority of the Voting
Power of all Voting Stock of the corporation present in person or by proxy at
such meeting at which there is a quorum, or by a vote of a majority of the
directors present at such meeting at which there is a quorum (whichever is
applicable).

<PAGE> 1

EXHIBIT 4.2

FIRST SUPPLEMENTAL INDENTURE

between

NEWCITY COMMUNICATIONS, INC.

and

SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION,

As Trustee

Dated as of September 16, 1994
<PAGE> 2

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 16, 1994 by
and between NEWCITY COMMUNICATIONS, INC., a Connecticut corporation with
principal offices in Bridgeport, Connecticut (the "Company"), and SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION, a national banking association with its
principal office in Hartford, Connecticut, as trustee under the Indenture
referred to below (the "Trustee"),

WITNESSETH THAT:

WHEREAS, NewCity Communications, Inc. duly executed and delivered an
Indenture, dated as of November 2, 1993 (the "Indenture"), to Shawmut Bank
Connecticut, National Association, as trustee, for the purpose of securing its
Senior Subordinated Notes (the "Notes"); and

WHEREAS, the Company has obtained the consent of the holders of at
least a majority of the face amount of the outstanding amount of the Notes and
has satisfied all of the requirements of Sections 9.02 and 9.04 of the
Indenture in order to amend Section 4.04 of the Indenture as hereinafter
provided (the "Amendment"); and

WHEREAS, all things prescribed by law and by the terms of the
Indenture necessary to make the Amendment, when duly executed and delivered by
the Company and the Trustee a valid and binding instrument, enforceable in
accordance with its terms, and otherwise to effectuate the amendment of the
Indenture, have been done and performed, and the execution and delivery of this
First Supplemental Indenture have been in all respects duly authorized;

<PAGE> 3

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: THAT
the Indenture is amended as hereinafter provided; otherwise to remain in full
force and effect in accordance with the provisions thereof.

ARTICLE ONE

Amendment of the Indenture

Section 1.01. The Company and the Trustee, for and on behalf of the
Noteholders hereby covenant and agree that Section 4.04 of the Indenture is
hereby amended to read as follows:

"Section 4.04 Limitation on Restricted Payments.

"The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, (i) declare or pay any dividend or make any
distribution on account of the Company's or any of its Subsidiaries' Capital
Stock or other Equity Interests (other than dividends or distributions payable
to the Company or any of its Subsidiaries or payable in shares of Capital Stock
or Equity Interests of the Company or its Subsidiaries (other than Redeemable
Stock)), (ii) purchase, redeem or otherwise acquire or retire for value any
Equity Interests of the Company or any of its Subsidiaries (other than any such
Equity Interests owned by the Company or any of its Subsidiaries), (iii)
prepay, repay, redeem, defease or otherwise acquire or retire for value prior
to any scheduled maturity, scheduled repayment or scheduled sinking fund
payment, any Indebtedness of the Company than ranks junior or pari passu in
right of payment to the Notes (including the Junior Subordinated Notes and
capitalized interest thereon), (iv) incur, create or assume any guarantee of
Indebtedness of any Affiliate of the Company (other than a wholly owned
Subsidiary), provided, however, that any Subsidiary may guarantee any Senior
Indebtedness of the Company or (v) make Investments, other than Permitted
Investments, in any Person other than a wholly owned Subsidiary (the foregoing
actions set forth in clauses (i) through (v) being referred to as "Restricted
Payments") (a) if at the time of such action, or after giving effect thereto,
an Event of Default or Default shall have occurred and be continuing; or (b) if
after giving effect to such Restricted Payment, the aggregate amount of
Restricted Payments subsequent to the date of this Indenture, would exceed:
(1) the aggregate EBITDA of the Company or, in the event such aggregate EBITDA
shall be a deficit, minus such deficit, accrued subsequent to December 31, 1993
to the end of the fiscal quarter immediately preceding such Restricted Payment,
less (2) 1.6 times Consolidated Interest

- 2 -

<PAGE> 4

Expense for the same period, plus (3) the aggregate net cash proceeds received
by the Company from the issue or sale of Equity Interests of the Company (other
than Equity Interests issued or sold to a Subsidiary and other than Redeemable
Stock)after December 31, 1993, plus (4) the aggregate net cash proceeds
received by the Company upon the exercise of Equity Interests of the Company
(other than Equity Interests exercised by a Subsidiary or for Redeemable Stock)
after December 31, 1993, plus (5) $1,000,000; or (c) if after giving effect to
such Restricted Payment, the ratio of the Company's total Indebtedness to the
Company's EBITDA (determined on a pro forma basis for the last four fiscal
quarters of the Company for which financial statements are available at the
date of determination) would be such that the Company would not be permitted to
incur $1.00 of additional Indebtedness under Section 4.07 hereof; provided,
however, that the provisions of this Section 4.04 shall not prevent (i) the
payment of any dividend within 60 days after the date of declaration thereof,
if at said date of declaration such payment complied with the provisions
hereof, (ii) any redemption of the Junior Subordinated Notes or the Series B
Preferred Stock or Series C Preferred Stock with all or part of the net
proceeds of the sale of WYAI(FM), Atlanta, Georgia, (iii) any repurchase of
Capital Stock of the Company from employees of the Company in an aggregate
amount not to exceed $500,000, provided, however, that if such Capital Stock is
resold to another employee, the aggregate net cash proceeds shall be added back
to such $500,000, provided, further, that such sale shall not be included in
clause (b)(3) of this Section 4.04 or (iv) an Investment in any Person which,
immediately after such Investment, will be a wholly owned Subsidiary, provided
that such Person conducts a business which is substantially identical to any
business conducted by the Company and its Subsidiaries on the date of this
Indenture. The foregoing notwithstanding, nothing herein contained shall
prevent the Investment by the Company or any Subsidiary in an amount up to
$500,000 in any Person, other than a wholly owned Subsidiary, whose primary
business is the ownership and operation of radio stations, provided that, so
long as any of the Notes are outstanding, the aggregate amount of such
outstanding Investments shall not exceed $500,000 at any one time nor shall any
such Investment be considered to be a Restricted Payment for any purpose.

"Prior to making any Restricted Payment under this Section 4.04, the
Company shall deliver to the Trustee an Officer's Certificate setting forth the
computation by which the amount available for Restricted Payments was
determined and stating that no Default or Event of Default exists and is
continuing and no Default or Event of Default will result from making the
Restricted Payment. The Trustee shall have no duty or responsibility to
determine the accuracy or correctness of this computation and shall be fully
protected in relying on such Officers' Certificate."

- 3 -

<PAGE> 5

Section 1.02. The Company hereby expressly ratifies, adopts, renews,
confirms and continues in full force and effect, without limitation, except as
hereby amended, each and every covenant, agreement, condition and provision
contained in the Indenture.

Section 1.03. The Company covenants that the recitals of fact and
statements contained in this First Supplemental Indenture are true and that,
upon the execution and delivery of this First Supplemental Indenture, the
Company is not in default in any respect under any of the provisions of the
Indenture or of the Notes thereby secured or intended so to be.

ARTICLE TWO

Additional Provisions

Section 2.01. Except as amended by Article One of this First
Supplemental Indenture, the Indenture remains in full force and effect in
accordance with its terms.

Section 2.02. The cover of this First Supplemental Indenture and all
article and description headings are inserted for convenience of reference only
and are not to be taken to be any part of this First Supplemental Indenture or
to control or affect the meaning, construction or effect of the same.

Section 2.03. This First Supplemental Indenture shall be
simultaneously executed in several counterparts, and all such counterparts
executed and delivered each as an original shall constitute but one and the
same instrument.

- 4 -

<PAGE> 6

IN WITNESS WHEREOF, NewCity Communications, Inc. has caused its
corporate name to be hereunto affixed and this instrument to be signed and
sealed by its President or its Vice President and its corporate seal to be
attested by its Secretary, for and in its behalf, and caused this instrument to
be delivered; and Shawmut Bank Connecticut, National Association, in token of
its acceptance of the trust hereby created, has caused its corporate name to be
hereunto affixed and this instrument to be signed and sealed by one of its Vice
Presidents and its corporate seal to be attested by one of its Trust Officers,
for and in its behalf, and caused this instrument to be delivered all as of the
day and year first above written.

- 5 -

<PAGE> 7

NewCity Communications, Inc.

(CORPORATE SEAL)

By: /s/ Richard A. Ferguson
------------------------------
President

Attest:

/s/ James T. Morley

- -------------------------------
Secretary

Signed, sealed and delivered by
NewCity Communications, Inc.
in the presence of:

Sheila Daniel
- -------------------------------

Lila Grimes
- -------------------------------

- 6 -

<PAGE> 8

SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION

(CORPORATE SEAL)

By: /s/ Michael M. Hopkins
------------------------------
Vice President

Attest:

/s/ Jacqueline Levesque
- -------------------------------
Its Corporate Trust Officer

Signed, sealed and delivered by
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
in the presence of:

/s/ Susan T. Keller
- -------------------------------
Susan T. Keller

/s/ Karen R. Felt
- -------------------------------
Karen R. Felt

- 7 -
<PAGE> 9

STATE OF CONNECTICUT)
) ss.: Bridgeport; September 19, 1994
COUNTY OF FAIRFIELD )

Personally appeared Richard A. Ferguson and James T. Morley of
NewCity Communications, Inc., signer and sealer, respectively, of the foregoing
instrument, to me personally known, who being by me duly sworn did say that
they are the [Vice] President and Secretary, respectively, of NewCity
Communications, Inc., one of the corporations described herein, and that they
executed said instrument and severally acknowledged the same to be their free
act and deed as such Vice President and Secretary, respectively, and the free
act and deed of NewCity Communications, Inc. and on oath stated that they were
duly authorized to sign and seal, respectively, said instrument and that the
seal affixed thereto is the corporate seal of NewCity Communications, Inc.,
before me.

/s/ Lila Grimes
---------------------------------------------------
Notary Public LILA GRIMES
NOTARY PUBLIC
MY COMMISSION EXPIRES JULY 31, 1998

(NOTARY SEAL)

- 8 -
<PAGE> 10

STATE OF CONNECTICUT)
) ss.: Hartford; September __, 1994
COUNTY OF HARTFORD )

Personally appeared Michael M. Hopkins and Jacqueline Levesque of
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, signer and sealer,
respectively, of the foregoing instrument, to me personally known, who being by
me duly sworn did say that they are a Vice President and Corporate Trust
Officer, respectively, of Shawmut Bank Connecticut, National Association, one
of the corporations described herein, and that they executed said instrument
and severally acknowledged the same to be their free act and deed as such Vice
President and Corporate Trust Officer, respectively, and the free act and deed
of Shawmut Bank Connecticut, National Association, and on oath stated that they
were duly authorized to sign and seal, respectively, said instrument and that
the seal affixed thereto is the corporate seal of Shawmut Bank Connecticut,
National Association, before me.

/s/ Michelle K. Blezard
-----------------------------------------------------
Notary Public
Michelle K. Blezard
Notary Public
My Commission Expires August 31, 1998

(NOTARY SEAL)

- 9 -

<PAGE> 1

EXHIBIT 4.3

[CRI] [group of people standing around world globe]

CLASS A COMMON STOCK CLASS A COMMON STOCK
PAR VALUE $1.00 CUSIP 244051 10 2
SEE REVERSE FOR CERTAIN DEFINITIONS

Cox Radio, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

This is to Certify that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK, PAR VALUE
$1.00 PER SHARE. OF

Cox Radio, Inc., issued under and subject to the Amended Certificate of
Incorporation of the Corporation (a copy of which is on file at the office of
the Transfer Agent of the Corporation), to all the terms and conditions of
which the said owner by accepting this Certificate expressly assents and agrees
to be bound. The shares represented by this Certificate are transferable, to
the extent permitted by the Amended Certificate of Incorporation of the
Corporation, on the books of the Corporation in person or by attorney duly
authorized in writing upon surrender of this Certificate duly endorsed. This
Certificate shall not be valid until countersigned by the Transfer Agent and
registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

Dated:

Attest: [ Corporate seal of
Cox Radio, Inc. ]

/s/ Andrew A. Merdek /s/ Robert F. Neil
Secretary President and Chief Executive Officer

countersigned and registered:

FIRST CHICAGO TRUST COMPANY OF NEW YORK

by /s/ Joseph Spadaford

TRANSFER AGENT
AND REGISTRAR
AUTHORIZED OFFICER

<PAGE> 2

COX RADIO, INC.

The Corporation will furnish to any stockholder upon request and without
charge, a full statement of the designation, relative rights, preferences and
limitations of the shares of each class of stock authorized to be issued and of
each series of preferred stock so far as the same have been fixed, and the
authority of the Board to designate and fix the relative rights, preferences
and limitations of other series of preferred stock.

The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C> <C> <C>
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT WROS -- as joint tenants with right of
survivorship and not as tenants in
common

UNIF GIFT MIN ACT -- ______________ Custodian _____________
(Cust) (Minor)

under Uniform Gifts to Minors Act ______________
(State)

</TABLE>

Additional abbreviations may also be used though not in the above list.

For value received, ____________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

___________________________________________________________________________

___________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

___________________________________________________________________________

____________________________________________________________ Shares of the
Class A Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _________________________ Attorney, to
transfer the said Stock on the books of the within-named Corporation with full
power of substitution in the premises.

Dated, _______________ _____________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the face
of the Certificate, in every particular, without
alteration or enlargement, or any change
whatever.

Signature Guaranteed:

NOTICE: The signature(s) should be
guaranteed by an eligible guarantor institution
(banks, stockholders, savings and loan
associations and credit unions with membership in
an approved signature guarantee medallion
program), pursuant to SEC Rule 17 Ad-15.

<PAGE> 3

STATUTORY RESTRICTIONS -- FEDERAL COMMUNICATIONS ACT. The Corporation and its
subsidiaries and affiliates operate communications properties subject to the
jurisdiction of the Federal Communications Commission under the Communications
Act of 1934, as amended. Said Act and the rules and regulations of said
Commission contain express restrictions on the transfer of stock of
corperations subject thereto, particularly with respect to alien persons. The
right is reserved to refuse in honor any transfer of the stock of the
Corporation which, in the judgment of the Corporation or its Transfer Agent,
would or might constitute a violation of said Act or rules and regulations. As
used in this context, the word "alien" shall be construed to include the
following: a person who is a citizen of a country other than the United States,
any entity organized under the laws of a government other than the government
of the United States or any state, territory or possession of the United
States, a government other than the government of the United States or of any
state, territory or possession of the United States, or a representative of, or
an individual or entity controlled by, any of the foregoing.

APPLICATION FOR TRANSFER OF SHARES

The undersigned (the "Applicant") hereby makes application for the
transfer to the name of the Applicant of the number of shares of stock
represented by this Certificate and hereby certifies to the Corporation that:
The Applicant is___ is not___ an alien.
The Applicant will___ will not___ hold the shares applied for or any of them
for or on behalf of an alien.
The Applicant hereby agrees that on request of the Corporation, he will furnish
proof in support of this certification.

Date:___________________ __________________________________
Signature of Applicant

<PAGE> 1

EXHIBIT 5.1

[LETTERHEAD OF DOW, LOHNES & ALBERTSON, PLLC]

August 28, 1996

Cox Radio, Inc.
1400 Lake Hearn Drive
Atlanta, Georgia 30319

Re: Registration Statement on Form S-1
(Registration No. 33-08737)

Ladies and Gentlemen:

We have acted as special counsel for Cox Radio, Inc., a Delaware
corporation ("Cox"), in connection with the preparation of the subject
registration statement, as amended (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), to register the public offering
by Cox of 7,500,000 shares (assuming exercise of the underwriters'
overallotment option) of the Class A Common Stock, $1.00 par value per share,
of Cox (the "Class A Common Stock").

In preparing this opinion we have examined and reviewed such documents and
made such investigations of law as we have considered necessary or appropriate
to render the opinions expressed below. We have reviewed (a) the Registration
Statement; (b) Cox's Certificate of Incorporation and Bylaws; (c) the proposed
forms of Underwriting Agreement to be entered into by Cox, Lehman Brothers
Inc., Allen & Company Incorporated, CS First Boston and Morgan Stanley & Co.
Incorporated (the "Underwriting Agreement"); and (d) such other documents,
corporate records, certificates of public officials, certificates of officers
of the Company and other instruments relating to the authorization and
issuance of the Class A Common Stock as we deemed relevant or necessary for
opinions herein expressed.

<PAGE> 2

Cox Radio, Inc.

August 28, 1996

Page 2

As to matters of fact relevant to our opinion, we have relied upon
certificates of officers of Cox without further investigation. With respect to
the foregoing documents, we have assumed (i) the authenticity of all documents
submitted to us as originals, the conformity with authentic original documents
of all documents submitted to us as copies or forms, the genuineness of all
signatures and the legal capacity of natural persons, and (ii) that the
foregoing documents, in the forms thereof submitted for our review, have not
been altered, amended or repealed in any respect material to our opinion as
stated herein. We have not reviewed any documents other than the documents
listed above for purposes of rendering our opinion as expressed herein, and we
assume that there exists no provision of any such other document that bears
upon or is inconsistent with our opinion as expressed herein. We have
conducted no independent factual investigation of our own but rather have
relied solely upon the foregoing documents, the statements and information set
forth therein and the additional matters recited or assumed herein, all of
which we assume to be true, complete and accurate in all material respects.

Our opinion is limited to matters of law of the District of Columbia, the
General Corporation Law of the State of Delaware, and the United States of
America, insofar as such laws apply, and we express no opinion as to conflicts
of law rules, or the laws of any states or jurisdictions, including federal
laws regulating securities or other federal laws, or the rules and regulations
of stock exchanges or any other regulatory body, other than as specified above.

Based upon and subject to the foregoing and any other qualifications
stated herein, we are of the opinion that the 7,500,000 shares of Class A Common
Stock to be offered by Cox as described in the Registration Statement, when and
to the extent issued in accordance with the provisions of the Underwriting
Agreement, will be legally issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to all references to our firm in the Registration
Statement, provided, however, that in giving such consent we do not admit that
we come within the category of

<PAGE> 3

Cox Radio, Inc.

August 28, 1996

Page 3

persons whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission thereunder. Except as provided for hereinabove,
without our prior written consent, this opinion may not be furnished or quoted
to, or relied upon by, any other person or entity for any purpose.

DOW, LOHNES & ALBERTSON, PLLC

By: /s/ Stuart A. Sheldon
----------------------------
Stuart A. Sheldon
Member

<PAGE> 1

EXHIBIT 10.1

PROMISSORY NOTE FOR COX RADIO, INC.

FOR VALUE RECEIVED, Cox Radio, Inc., a Delaware corporation ("Maker"),
promises to pay to Cox Enterprises, Inc., a Delaware corporation ("CEI"), or
its successors and assigns (CEI and its successors and assigns being referred
to herein as "Payee"), at its offices at 1400 Lake Hearn Drive, N.E.,
Atlanta, Georgia 30319, or at such other place as Payee may from time to time
designate in writing, the principal sum of Thirty Million Seven Hundred
Seventy One Thousand and Six Hundred Five Dollars ($30,771,605), plus all
interest accruing from the date hereof on the principal balance from time to
time outstanding, at a variable rate equal to the sum of the Texas Commerce
Bank Prime Rate plus 1.50% on the basis of a 365-day year for the actual
number of days elapsed.

1. The entire principal balance of this Note then outstanding, plus all
accrued and unpaid interest thereon, shall be due and payable on December 31,
1999, or such later date as may be agreed to in writing by Maker and Payee,
in lawful money of the United States in immediately available funds.

2. This Note may be prepaid in whole or in part, without penalty or premium,
at any time upon ten (10) days' prior written notice to Payee.

3. The occurrence of any of the following events shall be an "Event of
Default" hereunder:

(a) Maker shall fail to pay any principal or interest
hereunder when the same is due and payable, and such failure shall continue for
a period of five (5) days from the due date of such sum;

(b) This Note shall at any time and for any reason cease to
be in full force and effect or shall be declared to be null and void, or the
validity or enforceability hereof shall be contested in writing by Maker, or
Maker shall deny in writing that it has any further liability or obligation
hereunder; or

(c) An order of relief shall have been entered against
Maker in any bankruptcy or insolvency proceeding, or Maker shall admit in
writing its inability to pay its debts as they mature, or Maker shall make a
general assignment for the benefit of its creditors; or Maker shall apply for
or consent to the appointment of any receiver, trustee, or similar officer for
all or any substantial part of its property, or such receiver, trustee or
similar officer shall be appointed without the application or consent of Maker
and such appointment shall continue undischarged for a period of ninety (90)
days; or Maker shall institute (by petition, application, answer, consent or
otherwise) any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution, liquidation or similar proceeding relating
to it under the laws of any jurisdiction, or any such proceeding shall be
instituted (by petition, application or otherwise) against Maker and shall
remain undismissed for a period of ninety (90) days; or any judgment, writ,
warrant of attachment or execution or similar process shall be issued or levied
against a substantial part of the property of Maker and such judgment, writ, or
similar process shall not be released, vacated or fully bonded within ninety
(90) days after its issue or levy.

<PAGE> 2

4. Upon the occurrence of an Event of Default, at the option of Payee
the entire principal balance hereof and all accrued and unpaid interest
thereon shall at once become due and payable and may be collected forthwith
regardless of the stipulated date of maturity. TIME IS OF THE ESSENCE WITH
RESPECT TO THIS NOTE. Failure to exercise the foregoing option shall not
constitute a waiver of the right to exercise the same in the event of any
subsequent default, and no exercise by Payee of any option provided herein
shall exhaust Payee's right to exercise the same on any number of subsequent
occasions.

5. Past due principal, pursuant to acceleration or otherwise, and, to
the extent permitted by applicable law, past due interest and (after the
occurrence of an Event of Default) past due fees, pursuant to acceleration or
otherwise, shall bear interest from their respective due dates, until paid,
at the Default Rate. The Default Rate is defined as the underlying borrowing
rate (as it changes) plus 2.00%.

6. Maker agrees to pay all costs and expenses of collection, including
reasonable attorneys' fees, arising in connection with any enforcement action
by Payee in which it shall prevail, of any of its rights under this Note
whether by or through an attorney-at-law or in an action in bankruptcy,
insolvency or other judicial proceedings.

7. PRESENTMENT FOR PAYMENT, DEMAND, PROTEST, AND NOTICE OF DEMAND,
NOTICE OF DISHONOR, NOTICE OF NON-PAYMENT, AND ALL OTHER NOTICES ARE HEREBY
WAIVED BY MAKER EXCEPT AS EXPRESSLY REQUIRED BY THE TERMS HEREOF.

8. This Note may not be changed orally, but only by an agreement in
writing signed by the party or parties against whom enforcement of any
waiver, change, modification. or discharge is sought.

9. This Note shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns. Maker shall not
assign any of its rights or obligations hereunder except with the prior written
consent of Payee.

IN WITNESS WHEREOF, Maker has caused this Note to be executed effective June
30, 1996.

COX RADIO, INC.

By: /s/ Andrew A. Merdek
--------------------------
Name: Andrew A. Merdek
Title: Secretary

COX ENTERPRISES, INC.

By: /s/ Richard J. Jacobson
-------------------------
Name: Richard J. Jacobson
Title: Treasurer

<PAGE> 1

EXHIBIT 10.2

PROMISSORY NOTE FOR WSB, INC.

FOR VALUE RECEIVED, WSB, Inc., a Delaware corporation ("Maker"), promises to
pay to Georgia Television Company, a Delaware corporation ("GATV"), or its
successors and assigns (GATV) and its successors and assigns being referred
to herein as "Payee"), at its offices at 1400 Lake Hearn Drive, N.E.,
Atlanta, Georgia 30319, or at such other place as Payee may from time to time
designate in writing, up to the principal sum of Twelve Million Six Hundred
Forty Four Thousand Dollars ($12,644,000) or such lesser amount as shall be
advanced hereunder, plus all interest accruing from the date hereof on the
principal balance from time to time outstanding, at a variable rate equal to
the sum of the Texas Commerce Bank Prime Rate plus 1.50% on the basis of a
365-day year for the actual number of days elapsed.

2. This Note may be prepaid in whole or in part, without penalty or premium,
at any time upon ten (10) days' prior written notice to Payee.

3. The occurrence of any of the following events shall be an "Event of
Default" hereunder:

(a) Maker shall fail to pay any principal or interest
hereunder when the same is due and payable, and such failure shall continue for
a period of five (5) days from the due date of such sum;

(c) An order of relief shall have been entered against Maker
in any bankruptcy or insolvency proceeding, or Maker shall admit in writing its
inability to pay its debts as they mature, or Maker shall make a general
assignment for the benefit of its creditors; or Maker shall apply for or
consent to the appointment of any receiver, trustee, or similar officer for all
or any substantial part of its property, or such receiver, trustee or similar
officer shall be appointed without the application or consent of Maker and such
appointment shall continue undischarged for a period of ninety (90) days; or
Maker shall institute (by petition, application, answer, consent or otherwise)
any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
dissolution, liquidation or similar proceeding relating to it under the laws of
any jurisdiction, or any such proceeding shall be instituted (by petition,
application or otherwise) against Maker and shall remain undismissed for a
period of ninety (90) days; or any judgment, writ, warrant of attachment or
execution or similar process shall be issued or levied against a substantial
part of the property of Maker and such judgment, writ, or similar process shall
not be released, vacated or fully bonded within ninety (90) days after its
issue or levy.

<PAGE> 2

8. This Note may not be changed orally, but only by an agreement in
writing signed by the party or parties against whom enforcement of any
waiver, change, modification. or discharge is sought.

IN WITNESS WHEREOF, Maker has caused this Note to be executed effective June
30, 1996.

WSB, INC.

By: /s/ Andrew A. Merdek
--------------------------
Name: Andrew A. Merdek
Title: Secretary

COX ENTERPRISES, INC.

By: /s/ Richard J. Jacobson
-------------------------
Name: Richard J. Jacobson
Title: Treasurer

<PAGE> 1

EXHIBIT 10.3

PROMISSORY NOTE FOR COX KENTUCKY, INC.

FOR VALUE RECEIVED, Cox Kentucky, Inc., a Delaware corporation ("Maker"),
promises to pay to Cox Enterprises, Inc., a Delaware corporation ("CEI"), or
its successors and assigns (CEI and its successors and assigns being referred
to herein as "Payee"), at its offices at 1400 Lake Hearn Drive, N.E.,
Atlanta, Georgia 30319, or at such other place as Payee may from time to time
designate in writing, the principal sum of Seven Million Nine Hundred Eighty
Eight Thousand and Two Hundred Ten Dollars ($7,988,210) plus all interest
accruing from the date hereof on the principal balance from time to time
outstanding, at a variable rate equal to the sum of the Texas Commerce Bank
Prime Rate plus 1.50% on the basis of a 365-day year for the actual number of
days elapsed.

2. This Note may be prepaid in whole or in part, without penalty or premium,
at any time upon ten (10) days' prior written notice to Payee.

3. The occurrence of any of the following events shall be an "Event of
Default" hereunder:

(a) Maker shall fail to pay any principal or interest
hereunder when the same is due and payable, and such failure shall continue for
a period of five (5) days from the due date of such sum;

(c) An order of relief shall have been entered against Maker
in any bankruptcy or insolvency proceeding, or Maker shall admit in writing its
inability to pay its debts as they mature, or Maker shall make a general
assignment for the benefit of its creditors; or Maker shall apply for or
consent to the appointment of any receiver, trustee, or similar officer for all
or any substantial part of its property, or such receiver, trustee or similar
officer shall be appointed without the application or consent of Maker and such
appointment shall continue undischarged for a period of ninety (90) days; or
Maker shall institute (by petition, application, answer, consent or otherwise)
any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
dissolution, liquidation or similar proceeding relating to it under the laws
of any jurisdiction, or any such proceeding shall be instituted (by petition,
application or otherwise) against Maker and shall remain undismissed for a
period of ninety (90) days; or any judgment, writ, warrant of attachment or
execution or similar process shall be issued or levied against a substantial
part of the property of Maker and such judgment, writ, or similar process shall
not be released, vacated or fully bonded within ninety (90) days after its
issue or levy.

<PAGE> 2

8. This Note may not be changed orally, but only by an agreement in
writing signed by the party or parties against whom enforcement of any
waiver, change, modification. or discharge is sought.

9. This Note shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns. Maker shall
not assign any of its rights or obligations hereunder except with the prior
written consent of Payee.

IN WITNESS WHEREOF, Maker has caused this Note to be executed effective June
30, 1996.

COX KENTUCY, INC.

By: /s/ Andrew A. Merdek
-----------------------
Name: Andrew A. Merdek
Title: Secretary
COX ENTERPRISES, INC.

By: /s/ Richard J. Jacobson
----------------------------
Name: Richard J. Jacobson
Title: Treasurer

<PAGE> 1

EXHIBIT 10.4

PROMISSORY NOTE FOR WHIO, INC.

FOR VALUE RECEIVED, WHIO, Inc., a Delaware corporation ("Maker"), promises to
pay to Cox Enterprises, Inc., a Delaware corporation ("CEI"), or its
successors and assigns (CEI and its successors and assigns being referred to
herein as "Payee"), at its offices at 1400 Lake Hearn Drive, N.E., Atlanta,
Georgia 30319, or at such other place as Payee may from time to time
designate in writing, the principal sum of Twenty One Million Three Hundred
Seventy Three Thousand ($21,373,000), plus all interest accruing from the
date hereof on the principal balance from time to time outstanding, at a
variable rate equal to the sum of the Texas Commerce Bank Prime Rate plus
1.50% on the basis of a 365-day year for the actual number of days elapsed.

2. This Note may be prepaid in whole or in part, without penalty or premium,
at any time upon ten (10) days' prior written notice to Payee.

3. The occurrence of any of the following events shall be an "Event of
Default" hereunder:

(a) Maker shall fail to pay any principal or interest
hereunder when the same is due and payable, and such failure shall continue for
a period of five (5) days from the due date of such sum;

(b) This Note shall at any time and for any reason cease
to be in full force and effect or shall be declared to be null and void, or the
validity or enforceability hereof shall be contested in writing by Maker, or
Maker shall deny in writing that it has any further liability or obligation
hereunder; or

(c) An order of relief shall have been entered against Maker
in any bankruptcy or insolvency proceeding, or Maker shall admit in writing its
inability to pay its debts as they mature, or Maker shall make a general
assignment for the benefit of its creditors; or Maker shall apply for or
consent to the appointment of any receiver, trustee, or similar officer for
all or any substantial part of its property, or such receiver, trustee or
similar officer shall be appointed without the application or consent of
Maker and such appointment shall continue undischarged for a period of ninety
(90) days; or Maker shall institute (by petition, application, answer,
consent or otherwise) any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, dissolution, liquidation or similar
proceeding relating to it under the laws of any jurisdiction, or any such
proceeding shall be instituted (by petition, application or otherwise)
against Maker and shall remain undismissed for a period of ninety (90) days;
or any judgment, writ, warrant of attachment or execution or similar process
shall be issued or levied against a substantial part of the property of Maker
and such judgment, writ, or similar process shall not be released, vacated or
fully bonded within ninety (90) days after its issue or levy.

<PAGE> 2

8. This Note may not be changed orally, but only by an agreement in
writing signed by the party or parties against whom enforcement of any
waiver, change, modification. or discharge is sought.

IN WITNESS WHEREOF, Maker has caused this Note to be executed effective June
30, 1996.

WHIO, INC.

By: /s/ Andrew A. Merdek
------------------------
Name: Andrew A. Merdek
Title: Secretary
COX ENTERPRISES, INC.

By: /s/ Richard J. Jacobson
------------------------
Name: Richard J. Jacobson
Title: Treasurer

<PAGE> 1

EXHIBIT 10.5

PROMISSORY NOTE FOR COX SYRACUSE, INC.

FOR VALUE RECEIVED, Cox Syracuse, Inc., a Delaware corporation ("Maker"),
promises to pay to Cox Enterprises, Inc., a Delaware corporation ("CEI"), or
its successors and assigns (CEI and its successors and assigns being referred
to herein as "Payee"), at its offices at 1400 Lake Hearn Drive, N.E.,
Atlanta, Georgia 30319, or at such other place as Payee may from time to time
designate in writing, the principal sum of Four Million Five Hundred Eight
Thousand Dollars ($4,508,000), plus all interest accruing from the date
hereof on the principal balance from time to time outstanding, at a variable
rate equal to the sum of the Texas Commerce Bank Prime Rate plus 1.50% on the
basis of a 365-day year for the actual number of days elapsed.

2. This Note may be prepaid in whole or in part, without penalty or premium,
at any time upon ten (10) days' prior written notice to Payee.

3. The occurrence of any of the following events shall be an "Event of
Default" hereunder:

(a) Maker shall fail to pay any principal or interest
hereunder when the same is due and payable, and such failure shall continue for
a period of five (5) days from the due date of such sum;

(c) An order of relief shall have been entered against
Maker in any bankruptcy or insolvency proceeding, or Maker shall admit in
writing its inability to pay its debts as they mature, or Maker shall make a
general assignment for the benefit of its creditors; or Maker shall apply for or
consent to the appointment of any receiver, trustee, or similar officer for
all or any substantial part of its property, or such receiver, trustee or
similar officer shall be appointed without the application or consent of
Maker and such appointment shall continue undischarged for a period of ninety
(90) days; or Maker shall institute (by petition, application, answer,
consent or otherwise) any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, dissolution, liquidation or similar
proceeding relating to it under the laws of any jurisdiction, or any such
proceeding shall be instituted (by petition, application or otherwise)
against Maker and shall remain undismissed for a period of ninety (90) days;
or any judgment, writ, warrant of attachment or execution or similar process
shall be issued or levied against a substantial part of the property of Maker
and such judgment, writ, or similar process shall not be released, vacated or
fully bonded within ninety (90) days after its issue or levy.

<PAGE> 2

8. This Note may not be changed orally, but only by an agreement in
writing signed by the party or parties against whom enforcement of any
waiver, change, modification. or discharge is sought.

IN WITNESS WHEREOF, Maker has caused this Note to be executed effective June
30, 1996.

COX SYRACUSE, INC.

By: /s/ Andrew A. Merdek
--------------------------
Name: Andrew A. Merdek
Title: Secretary
COX ENTERPRISES, INC.

By: /s/ Richard J. Jacobson
-------------------------
Name: Richard J. Jacobson
Title: Treasurer

<PAGE> 1

EXHIBIT 10.6

PROMISSORY NOTE FOR WWRM, INC.

FOR VALUE RECEIVED, WWRM, Inc., a Delaware corporation ("Maker"), promises to
pay to Cox Enterprises, Inc., a Delaware corporation ("CEI"), or its
successors and assigns (CEI and its successors and assigns being referred to
herein as "Payee"), at its offices at 1400 Lake Hearn Drive, N.E., Atlanta,
Georgia 30319, or at such other place as Payee may from time to time
designate in writing, the principal sum of Eighteen Million Two Hundred
Twenty Three Thousand and One Hundred Eighty Five Dollars ($18,223,185), plus
all interest accruing from the date hereof on the principal balance from time
to time outstanding, at a variable rate equal to the sum of the Texas
Commerce Bank Prime Rate plus 1.50% on the basis of a 365-day year for the
actual number of days elapsed.

2. This Note may be prepaid in whole or in part, without penalty or premium,
at any time upon ten (10) days' prior written notice to Payee.

3. The occurrence of any of the following events shall be an "Event of
Default" hereunder:

(a) Maker shall fail to pay any principal or interest
hereunder when the same is due and payable, and such failure shall continue for
a period of five (5) days from the due date of such sum;

(c) An order of relief shall have been entered against Maker
in any bankruptcy or insolvency proceeding, or Maker shall admit in writing its
inability to pay its debts as they mature, or Maker shall make a general
assignment for the benefit of its creditors; or Maker shall apply for or
consent to the appointment of any receiver, trustee, or similar officer for
all or any substantial part of its property, or such receiver, trustee or
similar officer shall be appointed without the application or consent of
Maker and such appointment shall continue undischarged for a period of ninety
(90) days; or Maker shall institute (by petition, application, answer,
consent or otherwise) any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, dissolution, liquidation or similar
proceeding relating to it under the laws of any jurisdiction, or any such
proceeding shall be instituted (by petition, application or otherwise)
against Maker and shall remain undismissed for a period of ninety (90) days;
or any judgment, writ, warrant of attachment or execution or similar process
shall be issued or levied against a substantial part of the property of Maker
and such judgment, writ, or similar process shall not be released, vacated or
fully bonded within ninety (90) days after its issue or levy.

<PAGE> 2

8. This Note may not be changed orally, but only by an agreement in
writing signed by the party or parties against whom enforcement of any
waiver, change, modification. or discharge is sought.

IN WITNESS WHEREOF, Maker has caused this Note to be executed effective June
30, 1996.

WWRM, INC.

By: /s/ Andrew A. Merdek
---------------------------
Name: Andrew A. Merdek
Title: Secretary
COX ENTERPRISES, INC.

By: /s/ Richard J. Jacobson
------------------------
Name: Richard J. Jacobson
Title: Treasurer

<PAGE> 1

EXHIBIT 10.7

PROMISSORY NOTE FOR WCKG, INC.

FOR VALUE RECEIVED, WCKG, Inc., a Delaware corporation ("Maker"), promises to
pay to the order of Cox Enterprises, Inc., a Delaware corporation ("CEI"), or
its successors and assigns (CEI and its successors and assigns being referred
to herein as "Payee"), at its offices at 1400 Lake Hearn Drive, N.E.,
Atlanta, Georgia 30319, or at such other place as Payee may from time to time
designate in writing, the principal sum of Nine Million Dollars ($9,000,000),
plus interest accruing from the date hereof on the principal balance from
time to time outstanding, at a variable rate equal to the sum of the Texas
Commerce Bank Prime Rate plus 1.50% on the basis of a 365-day year for the
actual number of days elapsed.

1. The entire principal balance of this Note then outstanding, plus all
accrued and unpaid interest thereon, shall be due and payable on December 31,
2002, or such later date as may be agreed to in writing by Maker and Payee,
in lawful money of the United States in immediately available funds.

2. This Note may be prepaid in whole or in part, without penalty or premium,
at any time upon ten (10) days' prior written notice to Payee.

3. The occurrence of any of the following events shall be an "Event of
Default" hereunder:

(a) Maker shall fail to pay any principal or interest
hereunder when the same is due and payable, and such failure shall continue for
a period of five (5) days from the due date of such sum;

(c) An order of relief shall have been entered against
Maker in any bankruptcy or insolvency proceeding, or Maker shall admit in
writing its inability to pay its debts as they mature, or Maker shall make a
general assignment for the benefit of its creditors; or Maker shall apply for or
consent to the appointment of any receiver, trustee, or similar officer for
all or any substantial part of its property, or such receiver, trustee or
similar officer shall be appointed without the application or consent of
Maker and such appointment shall continue undischarged for a period of ninety
(90) days; or Maker shall institute (by petition, application, answer,
consent or otherwise) any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, dissolution, liquidation or similar
proceeding relating to it under the laws of any jurisdiction, or any such
proceeding shall be instituted (by petition, application or otherwise)
against Maker and shall remain undismissed for a period of ninety (90) days;
or any judgment, writ, warrant of attachment or execution or similar process
shall be issued or levied against a substantial part of the property of Maker
and such judgment, writ, or similar process shall not be released, vacated or
fully bonded within ninety (90) days after its issue or levy.

<PAGE> 2

8. This Note may not be changed orally, but only by an agreement in
writing signed by the party or parties against whom enforcement of any
waiver, change, modification. or discharge is sought.

IN WITNESS WHEREOF, Maker has caused this Note to be executed on December 31,
1994.

WCKG, INC.

By: /s/ Andrew A. Merdek
-------------------------
Name: Andrew A. Merdek
Title: Secretary
COX ENTERPRISES, INC.

By: /s/ Richard J. Jacobson
------------------------
Name: Richard J. Jacobson
Title: Assistant Treasurer

<PAGE> 1

EXHIBIT 10.8

Revolving Promissory Note

___________ ____, 1996

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"). Interest shall accrue on the
principal hereof which shall be outstanding from time to time at the rate per
annum equivalent to the Prime Rate as defined herein, plus 1.5%, calculated
daily and compounded monthly (the applicable interest rate per annum at any
given time being hereinafter referred to as the "Interest Rate").

2. Interest on this Revolving Promissory Note shall begin to accrue only
upon the consummation of the initial public offering of the Class A Common
Stock of the Maker. 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 1400 Lake Hearn Drive, N.E., Atlanta,
Georgia 30319, 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 "Prime Rate" shall mean the rate announced by
Chase Manhattan Bank, N.A. from time to time at its principal office in the
City of New York as its prime rate or base rate. For purposes of calculating
interest hereunder, the Prime Rate in effect at the close of business on each
business day of Payee shall be the Prime Rate for that day and any immediately
succeeding nonbusiness day or days. In the event the Prime Rate is
discontinued as a standard, the holder hereof shall designate a comparable
reference rate as a substitute therefor.

<PAGE> 2

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. This Revolving Promissory Note shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legal
representatives, executors, administrators and permitted successors and
assigns.

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

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

2
<PAGE> 3

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:
---------------------------------------
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Revolving Credit Loan Grid
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Date Amount Amount Unpaid Officer's
Borrowed Paid Balance Initials
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(current amount of
intercompany indebtedness
of Maker to Payee)
<S> <C> <C> <C> <C>
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<PAGE> 1

EXHIBIT 10.9
COX RADIO, INC.

LONG-TERM INCENTIVE PLAN

SECTION 1. PURPOSE. The purpose of this Long-Term Incentive Plan (the
"Plan") of Cox Radio, Inc. (the "Corporation") is (a) to promote the identity
of interests between shareholders and employees of the Corporation by
encouraging and creating significant ownership of Common Stock of the
Corporation by officers and other employees of the Corporation and its
subsidiaries; (b) to enable the Corporation to attract and retain qualified
officers and employees who contribute to the Corporation's success by their
ability, ingenuity and industry; and (c) to provide meaningful long-term
incentive opportunities for officers and other employees who are responsible
for the success of the Corporation and who are in a position to make
significant contributions toward its objectives.

SECTION 2. DEFINITIONS. In addition to the terms defined elsewhere in
the Plan, the following shall be defined terms under the Plan:

2.01. "Award" means any Performance Award, Option, Stock Appreciation
Right, Restricted Stock, Deferred Stock, Dividend Equivalent, or Other
Stock-Based Award, or any other right or interest relating to Shares or cash,
granted to a Participant under the Plan.

2.02. "Award Agreement" means any written agreement, contract or other
instrument or document evidencing an Award.

2.03. "Board" means the Board of Directors of the Corporation.

2.04. "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to
include successor provisions thereto and regulations thereunder.

2.05. "Committee" means the Compensation Committee of the Board, or such
other Board committee as may be designated by the Board to administer the Plan,
or any subcommittee of either.

2.06. "Corporation" is defined as Cox Radio, Inc. or any successor to it
in ownership of substantially all of its assets, whether by merger,
consolidation or otherwise.

2.07. "Covered Employee" has the same meaning as set forth in section
162(m) of the Code, and successor provisions.

2.08. "Deferred Stock" means a right, granted to a Participant under
Section 6.05, to receive Shares at the end of a specified deferral period.

2.09. "Dividend Equivalent" means a right, granted to a Participant
under Section 6.03, to receive cash, Shares, other Awards, or other property
equal in value to dividends paid with respect to a specified number of Shares.

2.10. "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act
shall be deemed to include successor provisions thereto and regulations
thereunder.

2.11. "Fair Market Value" means, with respect to Shares, Awards or other
property, the fair market value of such Shares, Awards or other property
determined by such methods or procedures as shall be established from time to
time by the Committee. Unless otherwise determined by the Committee, the Fair

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Market Value of Shares as of any date shall be the closing sales price on that
date of a Share as reported in the New York Stock Exchange Composite
Transaction Report; provided, that if there were no sales on the valuation date
but there were sales on dates within a reasonable period both before and after
the valuation date, the Fair Market Value is the weighted average of the
closing prices on the nearest date before and the nearest date after the
valuation date. The average is to be weighted inversely by the respective
numbers of trading days between the selling dates and the valuation date.

2.12. "Incentive Stock Option" means an Option that is intended to meet
the requirements of Section 422 of the Code.

2.13. "Non-Qualified Stock Option" means an Option that is not intended
to be an Incentive Stock Option.

2.14. "Option" means a right, granted to a Participant under Section
6.06, to purchase Shares, other Awards, or other property at a specified price
during specified time periods. An Option may be either an Incentive Stock
Option or a Non-Qualified Stock Option.

2.15. "Other Stock-Based Award" means a right, granted to a Participant
under Section 6.08, that relates to or is valued by reference to Shares.

2.16. "Participant" means a person who, as an officer or employee of the
Corporation or any Subsidiary, has been granted an Award under the Plan.

2.17. "Performance Award" means a right, granted to a Participant under
Section 6.02, to receive cash, Shares, other Awards, or other property the
payment of which is contingent upon achievement of performance goals specified
by the Committee.

2.18. "Performance-Based Restricted Stock" means Restricted Stock that
is subject to a risk of forfeiture if specified performance criteria are not
met within the restriction period.

2.19. "Plan" is the Cox Radio, Inc. Long-Term Incentive Plan.

2.20. "Restricted Stock" means Shares granted to a Participant under
Section 6.04, that are subject to certain restrictions and to a risk of
forfeiture.

2.21. "Rule 16b-3" means Rule 16b-3, as from time to time amended and
applicable to Participants, promulgated by the Securities and Exchange
Commission under Section 16 of the Exchange Act.

2.22. "Shares" means the Class A Common Stock of the Corporation and
such other securities of the Corporation as may be substituted for Shares or
such other securities pursuant to Section 10.

2.23. "Stock Appreciation Right" means a right, granted to a Participant
under Section 6.07, to be paid an amount measured by the appreciation in the
Fair Market Value of Shares from the date of grant to the date of exercise of
the right, with payment to be made in cash, Shares, other Awards, or other
property as specified in the Award or determined by the Committee.

2.24. "Subsidiary" means any corporation (other than the Corporation)
with respect to which the Corporation owns, directly or indirectly, 50% or more
of the total combined voting power of all classes of stock.

2.25. "Year" means a calendar year.

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SECTION 3. ADMINISTRATION.

3.01. Authority of the Committee. The Plan shall be administered by the
Committee. The Committee shall have full and final authority to take the
following actions, in each case subject to and consistent with the provisions
of the Plan:

(i) to select and designate Participants;

(ii) to determine the type or types of Awards to be granted to
each Participant;

(iii) to determine the number of Awards to be granted, the number
of Shares to which an Award will relate, the terms and conditions of any
Award granted under the Plan (including, but not limited to, any exercise
price, grant price, or purchase price, any restriction or condition, any
schedule for lapse of restrictions or conditions relating to
transferability or forfeiture, exercisability, or settlement of an Award,
and waivers or accelerations thereof, and waiver of performance
conditions relating to an Award, based in each case on such
considerations as the Committee shall determine), and all other matters
to be determined in connection with an Award;

(iv) to determine whether, to what extent, and under what
circumstances an Award may be settled, or the exercise price of an Award
may be paid, in cash, Shares, other Awards, or other property, or an
Award may be cancelled, forfeited or surrendered;

(v) to determine whether, to what extent, and under what
circumstances cash, Shares, other Awards, or other property payable with
respect to an Award will be deferred either automatically, at the
election of the Committee or at the election of the Participant;

(vi) to prescribe the form of each Award Agreement, which need
not be identical for each Participant;

(vii) to adopt, amend, suspend, waive and rescind such rules and
regulations and appoint such agents as the Committee may deem necessary
or advisable to administer the Plan;

(viii) to correct any defect or supply any omission or reconcile
any inconsistency in the Plan and to construe and interpret the Plan and
any Award, rules and regulations, Award Agreement or other instrument
hereunder; and

(ix) to make all other decisions and determinations as may be
required under the terms of the Plan or as the Committee may deem
necessary or advisable for the administration of the Plan.

3.02. Manner of Exercise of Committee Authority. Except to the extent
specifically reserved to another entity under the terms of the Plan or
applicable law, the Committee shall have sole discretion in exercising such
authority under the Plan. Any action of the Committee with respect to the Plan
shall be final, conclusive and binding on all persons, including the
Corporation, Subsidiaries, Participants, any person claiming any rights under
the Plan from or through any Participant and shareholders. The express grant of
any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the
Committee. A memorandum signed by all members of the Committee shall constitute
the act of the Committee without the necessity, in such event, to hold a
meeting. The Committee may delegate to officers or managers of the Corporation
or any Subsidiary the authority to perform administrative functions under the
Plan, subject to such terms as the Committee shall determine. Notwithstanding
any provisions of the Plan to the contrary, the Committee may delegate any or
all of its authority to select Participants, determine the type, amount and
terms of Awards and to exercise all other powers described in Section 3.01 to
any person or persons the Committee shall from time to time designate, but such
delegation of authority may be made only with respect to the selection under the
Plan for participation by and issuance of Awards to individuals who are not
officers or directors who could be exempt from Section 16 of the Exchange Act
under the provisions of Rule 16b-3.

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3.03. Limitation of Liability. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him by any officer or other employee of the Corporation or any
Subsidiary, the Corporation's independent certified public accountants, or any
executive compensation consultant or other professional retained by the
Corporation to assist in the administration of the Plan. No member of the
Committee, nor any officer or employee of the Corporation acting on behalf of
the Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Committee and any officer or employee of the Corporation acting
on their behalf, shall, to the extent permitted by law, be fully indemnified
and protected by the Corporation with respect to any such action,
determination, or interpretation.

SECTION 4. SHARES SUBJECT TO THE PLAN. Subject to adjustment as
provided in Section 10, the total number of Shares reserved and available for
Awards under the Plan shall be 2,400,000. For purposes of this Section 4, the
number of and time at which Shares shall be deemed to be subject to Awards and
therefore counted against the number of Shares reserved and available under the
Plan shall be the earliest date at which the Committee can reasonably estimate
the number of Shares to be distributed in settlement of an Award or with
respect to which payments will be made; provided, that, subject to the
requirements of Rule 16b-3, the Committee may adopt procedures for the counting
of Shares relating to any Award for which the number of Shares to be
distributed or with respect to which payment will be made cannot be fixed at
the date of grant to ensure appropriate counting, avoid double counting (in the
case of tandem or substitute awards), and provide for adjustments in any case
in which the number of Shares actually distributed or with respect to which
payments are actually made differs from the number of Shares previously counted
in connection with such Award.

If any Shares to which an Award relates are forfeited or the Award is
settled or terminates without a distribution of Shares (whether or not cash,
other Awards, or other property is distributed with respect to such Award), any
Shares counted against the number of Shares reserved and available under the
Plan with respect to such Award shall, to the extent of any such forfeiture,
settlement or termination, again be available for Awards under the Plan;
provided, that such Shares shall be available for issuance only to the extent
the issuance of such shares would be exempted under Rule 16b-3.

SECTION 5. ELIGIBILITY. Awards may be granted only to individuals who
are officers or other employees (including employees who are also directors) of
the Corporation or a Subsidiary.

SECTION 6. SPECIFIC TERMS OF AWARDS.

6.01. General. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Committee may impose on any Award or
the exercise thereof, at the date of grant or thereafter (subject to Section
11.02), such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine, including without
limitation the acceleration of vesting of any Awards or terms requiring
forfeiture of Awards in the event of termination of employment by the
Participant. Except as provided in Sections 7.03 or 7.04, only services may be
required as consideration for the grant of any Award.

6.02. Performance Awards. Subject to the provisions of Sections 7.01
and 7.02, the Committee is authorized to grant Performance Awards to
Participants on the following terms and conditions:

(i) Awards and Conditions. A Performance Award shall confer upon
the Participant rights, valued as determined by the Committee, and
payable to, or exercisable by, the Participant to whom the Performance
Award is granted, in whole or in part, as determined by the Committee,
conditioned upon the achievement of performance criteria determined by
the Committee.

(ii) Other Terms. A Performance Award shall be denominated in
Shares and may be payable in cash, Shares, other Awards, or other
property, and have such other terms as shall be determined by the
Committee.

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<PAGE> 5

6.03. Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents to Participants. The Committee may provide that Dividend
Equivalents shall be paid or distributed when accrued or shall be deemed to
have been reinvested in additional Shares or Awards, or otherwise reinvested.

6.04. Restricted Stock. The Committee is authorized to grant Restricted
Stock to Participants on the following terms and conditions:

(i) Issuance and Restrictions. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the
Committee may impose (including, without limitation, limitations on the
right to vote Restricted Stock or the right to receive dividends
thereon), which restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments or otherwise
as the Committee shall determine.

(ii) Forfeiture. Performance-Based Restricted Stock shall be
forfeited unless preestablished performance criteria specified by the
Committee are met during the applicable restriction period. Except as
otherwise determined by the Committee, upon termination of employment (as
determined under criteria established by the Committee) during the
applicable restriction period, Restricted Stock that is at that time
subject to restrictions shall be forfeited and reacquired by the
Corporation; provided, that the Committee may provide, by rule or
regulation or in any Award Agreement, or may determine in any individual
case, that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations
resulting from specified causes.

(iii) Certificates of Shares. Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing Restricted Stock are registered in the name
of the Participant, such certificates shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, the Corporation shall retain physical possession of the
certificates, and the Participant shall deliver a stock power to the
Corporation, endorsed in blank, relating to the Restricted Stock.

(iv) Dividends. Unless otherwise determined by the Committee,
cash dividends paid on Performance-Based Restricted Stock shall be
automatically reinvested in additional shares of Performance-Based
Restricted Stock and cash dividends paid on other Restricted Stock shall
be paid to the Participant. Dividends reinvested in Performance-Based
Restricted Stock and Shares distributed in connection with a stock split
or stock dividend, and other property distributed as a dividend, shall be
subject to restrictions and a risk of forfeiture to the same extent as
the Restricted Stock with respect to which such stock or other property
has been distributed.

6.05. Deferred Stock. The Committee is authorized to grant Deferred
Stock to Participants, on the following terms and conditions:

(i) Award and Restrictions. Delivery of Shares will occur upon
expiration of the deferral period specified for Deferred Stock by the
Committee (or, if permitted by the Committee, as elected by the
Participant). In addition, Deferred Stock shall be subject to such
restrictions as the Committee may impose, which restrictions may lapse at
the expiration of the deferral period or at earlier specified times,
separately or in combination, in installments, or otherwise, as the
Committee shall determine.

(ii) Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment (as determined under criteria
established by the Committee) during the applicable deferral period or
portion thereof (as provided in the Award Agreement evidencing the
Deferred Stock), all Deferred Stock that is at that time subject to
deferral (other than a deferral at the election of the Participant) shall
be forfeited; provided, that the Committee may provide, by rule or
regulation or in any Award Agreement, or may determine in any individual
case, that restrictions or forfeiture conditions relating to Deferred
Stock will be waived in whole or in part in the event of terminations
resulting from specified causes, and the Committee may in other cases
waive in whole or in part the forfeiture of Deferred Stock.

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<PAGE> 6

6.06 Options. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

(i) Exercise Price. The exercise price per Share purchasable
under an Option shall be determined by the Committee; provided, that,
except as provided in Section 7.03, such exercise price shall be not less
than the Fair Market Value of a Share on the date of grant of such
Option.

(ii) Time and Method of Exercise. The Committee shall determine
the time or times at which an Option may be exercised in whole or in
part, the methods by which such exercise price may be paid or deemed to
be paid, the form of such payment, including, without limitation, cash,
Shares, other Awards or awards issued under other Corporation plans, or
other property (including notes or other contractual obligations of
Participants to make payment on a deferred basis, such as through
"cashless exercise" arrangements), and the methods by which Shares will
be delivered or deemed to be delivered to Participants. Options shall
expire not later than ten years after the date of grant.

(iii) Incentive Stock Options. The terms of any Incentive Stock
Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code, including but not limited to the
requirement that no Incentive Stock Option shall be granted more than ten
years after the effective date of the Plan. Anything in the Plan to the
contrary notwithstanding, no term of the Plan relating to Incentive Stock
Options shall be interpreted, amended, or altered, nor shall any
discretion or authority granted under the Plan be exercised, so as to
disqualify either the Plan or any Incentive Stock Option under Section
422 of the Code. In the event a Participant voluntarily disqualifies an
Option as an Incentive Stock Option, the Committee may, but shall not be
obligated to, make such additional Awards or pay bonuses as the Committee
shall deem appropriate to reflect the tax savings to the Corporation
which result from such disqualification.

6.07. Stock Appreciation Rights. The Committee is authorized to grant
Stock Appreciation Rights to Participants on the following terms and
conditions:

(i) Right to Payment. A Stock Appreciation Right shall confer on
the Participant to whom it is granted a right to receive, upon exercise
thereof, the excess of (A) the Fair Market Value of one Share on the date
of exercise (or, if the Committee shall so determine in the case of any
such right, other than one related to an Incentive Stock Option, the Fair
Market Value of one Share at any time during a specified period before or
after the date of exercise or the Change of Control Price as defined in
Section 9.03) over (B) the grant price of the Stock Appreciation Right as
determined by the Committee as of the date of grant of the Stock
Appreciation Right, which, except as provided in Section 7.03, shall be
not less than the Fair Market Value of one Share on the date of grant.

(ii) Other Terms. The Committee shall determine the time or
times at which a Stock Appreciation Right may be exercised in whole or in
part, the method of exercise, method of settlement, form of consideration
payable in settlement, method by which Shares will be delivered or deemed
to be delivered to Participants, and any other terms and conditions of
any Stock Appreciation Right. Limited Stock Appreciation Rights that may
be exercised only upon the occurrence of a Change of Control (as such
term is defined in Section 9.02) or as otherwise defined by the
Committee) may be granted under this Section 6.07. Stock Appreciation
Rights shall expire not later than ten years after the date of grant.

6.08 Other Stock-Based Awards. The Committee is authorized to grant to
Participants such other Awards that are denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, Shares,
as deemed by the Committee to be consistent with the purposes of the Plan,
including without limitation, Shares awarded purely as a "bonus" and not
subject to any restrictions or conditions, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Shares, purchase
rights, and Awards valued by reference to book value of Shares or the value of
securities of or the performance of specified Subsidiaries. The Committee
shall determine the terms and conditions of such Awards, which may include
performance criteria. Shares delivered pursuant to an Award in the nature of a
purchase right granted under this Section 6.08 shall be purchased for such
consideration, paid for at such

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times, by such methods, and in such forms, including, without limitation, cash,
Shares, other Awards, or other property, as the Committee shall determine.

SECTION 7. CERTAIN PROVISIONS APPLICABLE TO AWARDS.

7.01. Performance-Based Awards. Performance Awards, Performance-Based
Restricted Stock, and certain Other Stock-Based Awards subject to performance
criteria are intended to be "qualified performance-based compensation" within
the meaning of section 162(m) of the Code and shall be paid solely on account
of the attainment of one or more preestablished, objective performance goals
within the meaning of section 162(m) and the regulations thereunder. As
selected by the Committee, the performance goal shall be the attainment of one
or more of the preestablished amounts of annual net income, operating income,
cash flow, return on assets, return on equity, return on capital or total
shareholder return of the Corporation.

The payout of any such Award to a Covered Employee may be reduced, but
not increased, based on the degree of attainment of other performance criteria
or otherwise at the direction of the Committee.

7.02. Maximum Individual Awards. No individual may be granted more than
100,000 shares subject to any combination of Performance Awards, Restricted
Stock, or other Stock-Based Awards subject to performance criteria in any given
year. The maximum payout for any individual for a Performance Award paid in
cash is 100 percent of the participant's January 1 base salary for the year of
the Performance Award payment. No individual may receive more than 300,000
options in any given year. The Share amounts in this Section 7.02 are subject
to adjustment under Section 10 and are subject to the Plan maximum under
Section 4.

7.03. Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution for any
other Award granted under the Plan or any award granted under any other plan of
the Corporation, any Subsidiary, or any business entity to be acquired by the
Corporation or a Subsidiary, or any other right of a Participant to receive
payment from the Corporation or any Subsidiary. If an Award is granted in
substitution for another Award or award, the Committee shall require the
surrender of such other Award or award in consideration for the grant of the
new Award. Awards granted in addition to or in tandem with other Awards or
awards may be granted either as of the same time as or a different time from
the grant of such other Awards or awards. The per Share exercise price of any
Option, grant price of any Stock Appreciation Right, or purchase price of any
other Award conferring a right to purchase Shares:

(i) Granted in substitution for an outstanding Award or award
shall be not less than the lesser of the Fair Market Value of a Share at
the date such substitute award is granted or such Fair Market Value at
that date reduced to reflect the Fair Market Value at that date of the
Award or award required to be surrendered by the Participant as a
condition to receipt of the substitute Award; or

(ii) Retroactively granted in tandem with an outstanding Award or
award shall be not less than the lesser of the Fair Market Value of a
Share at the date of grant of the later Award or at the date of grant of
the earlier Award or award.

7.04. Exchange Provisions. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Shares,
other Awards (subject to Section 7.03), or other property based on such terms
and conditions as the Committee shall determine and communicate to the
Participant at the time that such offer is made.

7.05. Term of Awards. The term of each Award shall be for such period
as may be determined by the Committee; provided, that in no event shall the
term of any Option or a Stock Appreciation Right granted in tandem therewith
exceed a period of ten years from the date of its grant (or such shorter period
as may be applicable under Section 422 of the Code).

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<PAGE> 8

7.06. Form of Payment Under Awards. Subject to the terms of the
Plan and any applicable Award Agreement, payments to be made by the Corporation
or a Subsidiary upon the grant or exercise of an Award may be made in such
forms as the Committee shall determine, including without limitation, cash,
Shares, other Awards, or other property, and may be made in a single payment or
transfer, in installments, or on a deferred basis. Such payments may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents in respect of installment or deferred payments denominated
in Shares.

SECTION 8. GENERAL RESTRICTIONS APPLICABLE TO AWARDS.

8.01. Restrictions Under Rule 16b-3.

8.01.1. Six-Month Holding Period. Unless a Participant could
otherwise transfer an equity security, derivative security, or Shares
issued upon exercise of a derivative security granted under the Plan
without incurring liability under Section 16(b) of the Exchange Act, (i)
an equity security issued under the Plan, other than an equity security
issued upon exercise or conversion of a derivative security granted under
the Plan, shall be held for at least six months from the date of
acquisition; (ii) with respect to a derivative security issued under the
Plan, at least six months shall elapse from the date of acquisition of
the derivative security to the date of disposition of the derivative
security (other than upon exercise or conversion) or its underlying
equity security; and (iii) any Award in the nature of a Stock
Appreciation Right must be held for six months from the date of grant to
the date of cash settlement.

8.01.2. Nontransferability. Awards which constitute derivative
securities (including any option, stock appreciation right, or similar
right) shall not be transferable by a Participant except by will or the
laws of descent and distribution (except pursuant to a beneficiary
designation authorized under Section 8.02) or, if then permitted under
Rule 16b-3, pursuant to a qualified domestic relations order as defined
under the Code or Title I of the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder, and, in the case of an
Incentive Stock Option or, if then required by Rule 16b-3, any other
derivative security granted under the Plan, shall be exercisable during
the lifetime of a Participant only by such Participant or his guardian or
legal representative.

8.01.3. Compliance with Rule 16b-3. It is the intent of the
Corporation that this Plan comply in all respects with Rule 16b-3 in
connection with any Award granted to a person who is subject to Section
16 of the Exchange Act. Accordingly, if any provision of this Plan or
any Award Agreement does not comply with the requirements of Rule 16b-3
as then applicable to any such person, such provision shall be construed
to the extent practicable to conform to such requirements with respect to
such person.

8.02. Limits on Transfer of Awards; Beneficiaries. No right or interest
of a Participant in any Award shall be pledged, encumbered, or hypothecated to
or in favor of any party (other than the Corporation or a Subsidiary), or shall
be subject to any lien, obligation, or liability of such Participant to any
party (other than the Corporation or a Subsidiary). Unless otherwise
determined by the Committee (subject to the requirements of Section 8.01.2), no
Award subject to any restriction shall be assignable or transferable by a
Participant otherwise than by will or the laws of descent and distribution
(except to the Corporation under the terms of the Plan); provided, that a
Participant may, in the manner established by the Committee, designate a
beneficiary or beneficiaries to exercise the rights of the Participant, and to
receive any distribution, with respect to any Award, upon the death of the
Participant. A beneficiary, guardian, legal representative, or other person
claiming any rights under the Plan from or through any Participant shall be
subject to all terms and conditions of the Plan and any Award Agreement
applicable to such Participant or agreement applicable to such, except to the
extent the Plan and such Award Agreement or agreement otherwise provide with
respect to such persons, and to any additional restrictions deemed necessary or
appropriate by the Committee.

8.03. Registration and Listing Compliance. The Corporation shall not be
obligated to deliver any Award or distribute any Shares with respect to any
Award in a transaction subject to regulatory approval, registration, or any
other applicable requirement of federal or state law, or subject to a listing
requirement

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<PAGE> 9

under any listing or similar agreement between the Corporation and any national
securities exchange, until such laws, regulations, and contractual obligations
of the Corporation have been complied with in full, although the Corporation
shall be obligated to use its best efforts to obtain any such approval and
comply with such requirements as promptly as practicable.

8.04. Share Certificates. All certificates for Shares delivered under
the Plan pursuant to any Award or the exercise thereof shall be subject to such
stop-transfer order and other restrictions as the Committee may deem advisable
under applicable federal or state laws, rules and regulations thereunder, and
the rules of any national securities exchange on which Shares are listed. The
Committee may cause a legend or legends to be placed on any such certificates
to make appropriate reference to such restrictions or any other restrictions
that may be applicable to Shares, including under the terms of the Plan or any
Award Agreement. In addition, during any period in which Awards or Shares are
subject to restrictions under the terms of the Plan or any Award Agreement, or
during any period during which delivery or receipt of an Award or Shares has
been deferred by the Committee or a Participant, the Committee may require the
Participant to enter into an agreement providing that certificates representing
Shares issuable or issued pursuant to an Award shall remain in the physical
custody of the Corporation or such other person as the Committee may designate.

SECTION 9. CHANGE OF CONTROL PROVISIONS. Notwithstanding any other
provision of the Plan, the following acceleration provisions shall apply in the
event of a "Change in Control" as defined in this Section 9.

9.01. Acceleration and Cash-Out Rights. In the event of a "Change in
Control" and a "Qualified Termination" as defined in Sections 9.02 and 9.03,
respectively, automatically in the case of Participants subject to Section 16
of the Exchange Act, and unless otherwise determined by the Board in writing at
or after grant but prior to the occurrence of the Change of Control in the case
of Participants not subject to Section 16 of the Exchange Act:

(i) the performance criteria of all Performance Awards,
Performance-Based Restricted Stock, and Other Stock-Based Awards shall be
deemed fully achieved and all such Awards shall be fully earned and
vested, subject only to the restrictions on dispositions of equity
securities set forth in Section 8.01.1 and legal restrictions on the
issuance of Shares set forth in Section 8.04;

(ii) any Option, Stock Appreciation Right, and other Award in the
nature of a right that may be exercised which was not previously
exercisable and vested shall become fully exercisable and vested, subject
only to the restrictions on disposition of equity securities set forth in
Section 8.01.1 and legal restrictions on the issuance of Shares set forth
in Section 8.04; and

(iii) the restrictions, deferral limitations, and forfeiture
conditions applicable to any other Award granted under the Plan shall
lapse and such Awards shall be deemed fully vested, subject only to the
restrictions on dispositions of equity securities set forth in Section
8.01.1 and legal restrictions on the issuance of Shares set forth in
Section 8.04.

9.02. Change of Control. For purposes of Section 9.01, a "Change of
Control" shall mean any transaction that results in the voting control of the
Corporation held by Cox Enterprises, Inc., its successor or any subsidiary of
either falling below 50.1 percent.

9.03. Qualified Termination. For the purposes of Section 9.01, a
"Qualified Termination" shall mean any termination of employment for reasons
other than (i) Cause; (ii) death, Disability or Retirement, or (iii) by the
Participant without Good Reason within one (1) year following a Change in
Control.

(a) "Cause" shall mean (i) the willful and continued failure by
the Participant to substantially perform the Participant's duties with
the Corporation or (ii) the willful engaging by the Participant in
conduct which is demonstrably and materially injurious to the Corporation
or its subsidiaries, monetarily or otherwise.

9
<PAGE> 10

(b) "Disability" shall be deemed the reason for the termination by
the Corporation of the Participant's employment, if, as a result of the
Participant's incapacity due to physical or mental illness, the
Participant shall have been absent from the full-time performance of the
Participant's duties with the Corporation for a period of six (6)
consecutive months.

(c) "Good Reason" for termination by the Participant of the
Participant's employment shall mean the occurrence (without the
Participant's express written consent) after any Change in Control of any
one of the following acts by the Corporation.

(i) a reduction by the Corporation in the Participant's
annual base salary;

(ii) the relocation of the Corporation's principal
executive offices to a location more than fifty (50) miles from
the location of such offices immediately prior to the Change in
Control, but only in the event the Participant was employed at the
Corporation's principal executive offices immediately prior to
such reallocation.

(d) "Retirement" shall be deemed the reason for the termination
by the Corporation or the Participant of the Participant's employment if
such employment is terminated in accordance with the Corporation's
retirement policy, not including early retirement, generally applicable
to its employees, as in effect immediately prior to the Change in
Control, or in accordance with any retirement arrangement established
with the Participant's consent with respect to the Participant.

SECTION 10. ADJUSTMENT PROVISIONS. In the event that the Committee
shall determine that any dividend or other distribution (whether in the form of
cash, Shares, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, spin-off, combination,
repurchase, or share exchange, or other similar corporate transaction or event,
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the rights of
Participants under the Plan, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of (i) the number and kind of Shares which
may thereafter be issued in connection with Awards (ii) the number and kind of
Shares issued or issuable in respect of outstanding Awards, and (iii) the
exercise price, grant price, or purchase price relating to any Award or, if
deemed appropriate, make provision for a cash payment with respect to any
outstanding Award; provided, however, in each case, that, with respect to
Incentive Stock Options, no such adjustment shall be authorized to the extent
that such authority would cause the Plan to violate Section 422(b)(1) of the
Code. In addition, the Committee is authorized to make adjustments in the
terms and conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without limitation, events described
in the preceding sentence) affecting the Corporation or any Subsidiary or the
financial statements of the Corporation or any Subsidiary, or in response to
changes in applicable laws, regulations, or accounting principles.

SECTION 11. CHANGES TO THE PLAN AND AWARDS.

11.01. Changes to the Plan. The Board may amend, alter, suspend,
discontinue or terminate the Plan without the consent of shareholders or
Participants, except that any such amendment, alteration, suspension,
discontinuation, or termination shall be subject to the approval of the
Corporation's shareholders within one year after such Board action if such
shareholder approval is required by any federal or state law or regulation or
the rules of any stock exchange on which the Shares may be listed, or if the
Board in its discretion determines that obtaining such shareholder approval is
for any reason advisable; provided, however, that, without the consent of an
affected Participant, no amendment, alteration, suspension, discontinuation, or
termination of the Plan may impair the rights of such Participant under any
Award theretofore granted to him.

11.02. Changes to Awards. The Committee may waive any conditions or
rights under, or amend, alter, suspend, discontinue, or terminate, any Award
theretofore granted and any Award Agreement relating thereto; provided,
however, that, without the consent of an affected Participant, no such
amendment, alteration, suspension, discontinuation, or termination of any Award
may impair the rights of such Participant under such Award.

10
<PAGE> 11

SECTION 12. GENERAL PROVISIONS.

12.01. No Rights to Awards. No Participant or employee shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Participants and employees.

12.02. No Shareholder Rights. No Award shall confer on any Participant
any of the rights of a shareholder of the Corporation unless and until Shares
are duly issued or transferred to the Participant in accordance with the terms
of the Award.

12.03. Tax Withholding. The Corporation or any Subsidiary is authorized
to withhold from any Award granted, any payment relating to an Award under the
Plan, including from a distribution of Shares, or any payroll or other payment
to a Participant, amounts or withholding and other taxes due with respect
thereto, its exercise, or any payment thereunder, and to take such other action
as the Committee may deem necessary or advisable to enable the Corporation and
Participants to satisfy obligations for the payment of withholding taxes and
other tax liabilities relating to any Award. This authority shall include
authority to withhold or receive Shares or other property and to make cash
payments in respect thereof in satisfaction of Participant's tax obligations.

12.04. No Right to Employment. Nothing contained in the Plan or any
Award Agreement shall confer, and no grant of an Award shall be construed as
conferring, upon any employee any right to continue in the employ of the
Corporation or any Subsidiary or to interfere in any way with the right of the
Corporation or any Subsidiary to terminate his employment at any time or
increase or decrease his compensation from the rate in existence at the time of
granting of an Award.

12.05. Unfunded Status of Awards. The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award shall give any such Participant any rights that are
greater than those of a general creditor of the Corporation; provided, however,
that the Committee may authorize the creation of trusts or make other
arrangements to meet the Corporation's obligations under the Plan to deliver
cash, Shares, other Awards, or other property pursuant to any award, which
trusts or other arrangements shall be consistent with the "unfunded" status of
the Plan unless the Committee otherwise determines with the consent of each
affected Participant.

12.06. Other Compensatory Arrangements. The Corporation or any
Subsidiary shall be permitted to adopt other or additional compensation
arrangements (which may include arrangements which relate to Awards), and such
arrangements may be either generally applicable or applicable only in specific
cases.

12.07. Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards, or other property shall be issued or paid in lieu
of fractional Shares or whether such fractional Shares or any rights thereto
shall be forfeited or otherwise eliminated.

12.08. Governing Law. The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan, and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of laws, and applicable
Federal law.

SECTION 13. EFFECTIVE DATE. The Plan shall become effective on the date
of the effective day of the initial public offering of common stock of the
Corporation.

<PAGE> 1

EXHIBIT 10.10
COX RADIO, INC.
EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE OF THE PLAN

The purpose of the Cox Radio, Inc. Employee Stock Purchase Plan
(the"Plan") is to provide a method by which eligible employees of Cox Radio,
Inc. and its subsidiary corporations (the "Company") may purchase shares of
Class A Common Stock of the Company ("Shares") by payroll deductions and at
favorable prices. By this means, eligible employees will be given an
opportunity to acquire an additional interest in the economic progress of the
Company and a further incentive to promote the best interest of the Company.
The Plan is intended to meet the requirements for an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended, (the
"Code") and is to be interpreted and applied consistent with those
requirements.

2. ELIGIBILITY TO PARTICIPATE

Any regular employee of the Company employed by the Company as of
December 1, 1996 is eligible to participate in the Plan. For this purpose,
employment service with NewCity Communications, Inc. and its subsidiary
corporations is counted under the Plan as employment with the Company. A
"regular employee" means any employee regularly scheduled to work at least 30
hours per week, including any such person on an authorized leave of absence.
Notwithstanding the foregoing, any employee who, after purchasing Shares under
the Plan, would own 5 percent or more of the total combined voting power or
value of all classes of stock of the Company or any parent corporation or
subsidiary corporation thereof is not eligible to participate. Ownership of
stock is determined in accordance with the provisions of Section 424(d) of the
Code. For all Plan purposes, the terms "parent corporation" and "subsidiary
corporation" have the meanings set forth in Sections 424(e) and (f) of the
Code, respectively.

3. NUMBER OF SHARES TO BE OFFERED

An aggregate 350,000 Shares will be offered for subscription under the
Plan.

4. PURCHASE PRICE

The purchase price per Share offered under this Plan will be 85 percent
of the Fair Market Value of a Share determined as of April 1, 1997 (the "Grant
Date"). "Fair Market Value" means the average of the high and low prices per
Share as reflected by composite transactions on

1
<PAGE> 2

the various national securities exchanges on which the Shares are listed and as
reported by the National Association of Securities Dealers on the date the Fair
Market Value is being determined, or if there are no transactions on that date,
then the closing price for the preceding date upon which transactions occurred.

5. OFFERING OF SHARES FOR SUBSCRIPTION

Shares will be offered to eligible employees for subscription during the
period beginning with the Grant Date and ending with May 15, 1997. To
subscribe, an eligible employee must complete, sign and deliver a subscription
agreement to the Company no later than the last day of this subscription
period. In the subscription agreement, the employee shall indicate the dollar
amount of Shares for which the employee is subscribing to purchase (the
"Subscription Amount").

6. METHOD OF PAYMENT

Payment of an employee's Subscription Amount will be made through payroll
deductions, and an employee's participation in the Plan is contingent on the
employee's providing the Company with written authorization to withhold payroll
deductions. The Subscription Amount shall be withheld from the employee's pay
in substantially equal installments each pay day during the 25 month period
beginning June 1, 1997. Notwithstanding the foregoing, an employee may arrange
to pay any installment due for any payroll period directly to the Company in
the event the employee is on an authorized unpaid leave of absence during such
payroll period.

7. LIMIT ON AMOUNT OF SHARES SUBSCRIBED

Notwithstanding an employee's subscription agreement, the maximum amount
that may be withheld from an employee's pay or otherwise paid to the Company
for the purchase of Shares during the 25 month period referenced in Section 6
of the Plan shall not exceed $12,500. In the event of an oversubscription of
Shares, each employee's subscription shall be reduced on a pro rata basis so
that the total number of Shares subject to subscription does not exceed the
maximum number of Shares authorized under Section 3 of the Plan.

8. PURCHASE OF SHARES

Unless an employee previously has withdrawn from the Plan as provided in
Section 9 or otherwise has had his or her participation terminated as provided
in Section 12, a participating employee will be deemed to have exercised his or
her right to purchase Shares as of July 1, 1999 (the "Purchase Date"). The
number of Shares purchased by the employee shall be equal to the whole number
of Shares that may be purchased with the total amount of withheld

2
<PAGE> 3

payments made by the employee under the Plan that have not been refunded to the
employee. Any amount remaining after the purchase of full Shares will be
refunded to the employee.

9. CHANGE IN PARTICIPATION AND WITHDRAWAL FROM PLAN

A participating employee may reduce his or her Subscription Amount at any
time, but on a prospective basis only, by giving written notice to that effect
to the Company. Such a reduction shall take effect as soon as is
administratively feasible following the date as of which the Company is so
notified. An employee may withdraw from the Plan and cancel his or her
subscription at any time prior to the Purchase Date by giving written notice of
cancellation to the Company. In such event, the employee may elect to have the
entire amount he or she has paid to date applied to the purchase of whole
Shares, with any remaining amount refunded in cash to the employee, or to have
the entire amount paid to date refunded to the employee in cash with interest
as provided in Section 10. Should any installment be due and unpaid for thirty
days (as in the case of an unpaid leave of absence) without satisfactory
arrangement for the payment being made within such period, the subscription
shall be automatically canceled, the amount previously paid plus interest, as
provided in Section 10, shall be refunded to the employee in cash and the
employee shall have no right to purchase Shares under the Plan.

10. INTEREST ON REFUNDED PAYMENTS

At any time that the entire amount paid by an employee under the Plan is
refunded to the employee (or his or her estate) under any provision of the Plan
in cash, as opposed to in Shares, the amount refunded shall be paid to the
employee with interest calculated at a rate of 6% per annum in the manner
determined by the Committee, as defined in Section 15, which shall be applied
on a uniform and nondiscriminatory basis.

11. RIGHTS NOT TRANSFERABLE

In the case of termination of employment, including retirement or death,
the participating employee or his or her beneficiary may elect within thirty
days after the happening of such event to (i) receive in cash the full amount
paid by the employee, or (ii) have the amount paid applied to the purchase of
full Shares with any remaining funds refunded in cash to the employee or to his
or her beneficiary. A failure to make such election within such thirty-day
period will be treated as notice of cancellation and the full amount paid will
be refunded in cash. Each employee shall be permitted to designate his or her
beneficiary under this Section 11, which designation shall be made in writing
on a form prepared by or satisfactory to the Company and shall be delivered to
the Company. In the event an employee does not so designate a beneficiary, any
election rights under this Section 11 otherwise subject to delegation to a
beneficiary will be deemed delegated to the employee's estate.

3
<PAGE> 4

12. TERMINATION OF RIGHTS

(a) Upon termination of employment for any reason other than
retirement or death, the participating employee will be refunded the amount
paid by him or her under the Plan with interest as provided under Section 10.

(b) In the case of retirement or death, the participating employee or
his or her estate may elect within thirty days after the happening of such
event to (i) receive in cash the amount paid by the employee with interest as
provided under Section 10 or (ii) have the amount paid applied to the purchase
of full Shares with any remaining funds refunded in cash to the employee or to
his or her estate. A failure to make such election within the such thirty-day
period will be treated as notice of cancellation and the amount paid will be
refunded with interest as provided in Section 10.

(c) For the purpose of this Plan,"retirement" shall mean an employee's
termination of employment with the Company after attainment of age 55.

13. ISSUANCE OF SHARES

As soon as is administratively feasible after the purchase of any Shares
under the Plan, the employee will be issued a stock certificate for the number
of Shares purchased. The Shares will be issued only in the name of the
participating employee, or if directed by the employee, in the employee's name
and in the name of one other person as tenants by the entireties or joint
tenants with right of survivorship.

14. APPLICATION OF FUNDS

All funds held or received by the Company under this Plan may be used for
any corporate purpose until applied to the purchase of Shares or refunded to
employees and shall not be segregated from the general assets of the Company.

15. ADMINISTRATION

The Plan shall be administered by the Board of Directors or by a
committee designated by the Board (the "Committee") of the Company . The
Committee shall prescribe such rules as it deems necessary to administer the
Plan and shall have the sole and discretionary authority to resolve any
questions regarding the interpretation or application of the terms of the Plan.

4
<PAGE> 5

16. AMENDMENT OR DISCONTINUANCE OF PLAN

The Board of Directors of the Company shall have the right to amend,
modify or terminate the Plan at any time without notice, provided that no
employee's then existing rights are adversely affected without his or her
consent, and provided further that any amendment of the Plan shall, except as
is provided in Section 17, shall be subject to shareholder approval to the
extent required by any Federal or state law or the rules of any stock exchange
on which the Shares may be listed.

17. ADJUSTMENT OF SUBSCRIPTIONS

In the event of reorganization, recapitalization, stock split, stock
dividend, merger, consolidation or any other change in the structure of Shares
of the Common Stock of the Company, the Board of Directors of the Company may
make such adjustment as it may deem appropriate in the number, kind and
subscription price of Shares available for purchase under the Plan.

<PAGE> 1

EXHIBIT 10.11
COX RADIO, INC.

RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

SECTION 1. PURPOSE. The purpose of the Restricted Stock Plan for
Non-Employee Directors of Cox Radio, Inc. (the "Corporation") is to attract and
retain qualified persons who are not employees of the Corporation or any of its
subsidiaries or affiliates for service as members of the Board of Directors by
granting such directors shares of the Corporation's Common Stock, which are
restricted in accordance with the terms and conditions set forth below, and
thereby encouraging ownership in the Corporation by non-employee directors.

SECTION 2. DEFINITIONS. Whenever used herein, unless the context
otherwise indicates, the following terms shall have the respective meaning set
forth below:

Act: The Securities Exchange Act of 1934, as amended.

Annual Board Retainer: The fee paid by the Corporation to each
nonemployee Director of the Corporation, which fee may be modified from
year to year.

Board: The Board of Directors of the Corporation.

Board Membership: The period of time during which a person served
on the Board regardless of whether occurring before or after the Effective
Date.

Committee: The Board or a committee appointed by the Board that
administers the Plan in accordance with Section 7 hereof.

Common Stock: Class A Common Stock of Cox Radio, Inc.

Corporation: Cox Radio, Inc. or any successor to it in ownership
of substantially all of its assets, whether by merger, consolidation or
otherwise.

Director: Any member of the Board.

Disability: A medically determinable physical or mental
impairment which renders a participant substantially unable to function
as a Director.

Effective Date: The date specified in Section 10 hereof.

Eligible Director: Any Director who is not an employee of the
Corporation or any of its subsidiaries or affiliates.

Participant: Each Director to whom Restricted Stock is granted
under the Plan.

Plan: The Cox Radio, Inc. Restricted Stock Plan for Non-Employee
Directors.

Restricted Period: With respect to each grant of Restricted
Stock, the period of time from the date of grant of such Restricted Stock
until the earliest to occur of the events described in Section 4(b)
hereof.

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<PAGE> 2

Restricted Stock: Common Stock granted under the Plan which is
subject to restrictions in accordance with Section 4 hereof.

SECTION 3. ELIGIBILITY AND GRANTS.

(a) Grants. Each Eligible Director shall receive fifty percent of the
Annual Board Retainer in the form of Restricted Stock. The number of shares of
Restricted Stock granted at any time shall be based on the closing price of a
share of Common Stock on the New York Stock Exchange as of the date the Annual
Board Retainer is payable. If required by the Committee, each grant of
Restricted Stock shall be evidenced by a written agreement duly executed by or
on behalf of the Corporation and the Participant.

(b) Number of Shares. Notwithstanding any provisions of Section 3(a) to
the contrary, the total number of shares of Restricted Stock which may be
granted under the Plan shall not exceed 25,000. The shares may be authorized
and unissued or issued and reacquired shares, as the Board of Directors from
time to time may determine. Shares of Restricted Stock that are forfeited
before the restrictions lapse shall be available for subsequent grants of
Restricted Stock under the Plan to the extent that the Participant by whom such
shares were forfeited did not, prior to the date of forfeitures, receive any
benefits of ownership with respect to the shares of Restricted Stock.

SECTION 4. TERMS AND CONDITIONS OF RESTRICTED STOCK. The restrictions
set forth in this section shall apply to each grant of Restricted Stock for the
duration of the Restriction Period.

(a) Restrictions. A stock certificate representing the number of shares
of Restricted Stock granted shall be registered in the Participant's name but
shall be held in custody by the Corporation for the Participant's account. The
Participant shall have all rights and privileges of a stockholder as to such
Restricted Stock, including the rights to vote and to receive dividends, except
that, subject to the provisions of Sections 3(a) and 4(b), the following
restrictions shall apply: (i) the Participant shall not be entitled to
delivery of the certificate until the expiration of the Restricted Period; (ii)
none of the shares of Restricted Stock may be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of during the Restricted Period;
(iii) the Participant shall, if requested by the Corporation, execute and
deliver to the Corporation, a stock power endorsed in blank. Upon the
forfeiture (in whole or in part) of shares of Restricted Stock, in accordance
with the provisions of Section 4(b), such forfeited shares shall become
treasury shares of the Corporation without further action by the Participant.
The Participant shall have the same rights and privileges, and be subject to
the same restrictions, with respect to any shares received pursuant to Section
6.

(b) Events. The Restricted Period shall begin on the date of grant of
such Restricted Stock and shall end upon the first to occur of the following
events:

(i) Five Years of Service. With respect to each grant of
Restricted Stock, the date on which the Participant completes five (5)
years of service as a Director measured from the date of the grant to the
Participant under the Plan. Except to the extent provided in subsections
(ii) or (iii) below, a Participant who ceases to be a Director before
completing five (5) years of service after the date of any grant of
Restricted Stock shall forfeit such Restricted Stock.

(ii) Disability. The date on which the Participant ceases to be
a Director by reason of Disability.

(iii) Death. The date on which the Participant ceases to be a
Director by reason of death.

(c) Delivery of Restricted Shares: At the end of the Restricted Period
as herein provided, a stock certificate for the number of shares of Restricted
Stock with respect to which the restrictions have lapsed shall be delivered,
free of all such restrictions, to the Participant or the Participant's
beneficiary or estate, as the case may be, subject to the withholding
requirements of Section 9 hereof. The Corporation shall not be required to
deliver any fractional share of Common Stock but will pay, in lieu thereof, the
fair market value

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<PAGE> 3

(measured as of the date the restrictions lapse) of such fractional share to
the Participant or the Participant's beneficiary or estate, as the case may be.

SECTION 5. REGULATORY COMPLIANCE AND LISTING. The issuance or delivery
of any shares of Restricted Stock may be postponed by the Corporation for such
period as may be required to comply with any applicable requirements under the
Federal securities laws, any applicable listing requirements of any national
securities exchange or any requirements under any other law or regulation
applicable to the issuance or delivery of such shares and the Corporation shall
not be obligated to issue or deliver any such shares if the issuance or
delivery thereof shall constitute a violation of any provision of any law or
any regulation of any governmental authority or any national securities
exchange.

SECTION 6. ADJUSTMENTS. In the event of a recapitalization, stock
split, stock dividend, combination or exchange of shares, merger,
consolidation, rights offering, separation, reorganization or liquidation, or
any other change in the corporate structure or shares of the Corporation, the
Committee, in the exercise of its sole discretion, may make such equitable
adjustments, to prevent dilution or enlargement of rights, as it may deem
appropriate in the number and class of shares authorized to be granted
hereunder.

SECTION 7. ADMINISTRATION. The Plan shall be administered by the
Committee. All determinations of the Committee shall be conclusive. The
Committee may obtain such advice or assistance as it deems appropriate from
persons not serving on the Committee.

SECTION 8. TERMINATION OR AMENDMENT. The Board may at any time
terminate the Plan and may from time to time alter or amend the Plan or any
part thereof (including any amendment deemed necessary to ensure that the
Corporation may comply with any regulatory requirement referred to in Section
5), provided, that, unless otherwise required by law, the rights of a
Participant with respect to shares of Restricted Stock granted prior to such
termination, alteration or amendment may not be impaired without the consent of
such Participant and, provided further, to the extent required by any Federal
or state law or regulation or the rules of any stock exchange on which the
Common Stock may be listed, without the approval of the Corporation's
shareholders, no alteration or amendment may be made which would (i) materially
increase the aggregate number of shares of Restricted Stock that may be granted
under the Plan (except by operation of Section 6), or (ii) change the category
of Directors eligible to receive shares of Restricted Stock under the Plan.
Notwithstanding the foregoing, the Plan shall not be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act or the rules thereunder. The
Corporation intends that the Plan and the grants of Restricted Stock hereunder
shall comply with the conditions of Rule 16b-3 of the Act and qualify for the
exemption from Section 16(b) of the Act as a "formula plan."

SECTION 9. MISCELLANEOUS.

(a) Right to Re-election. Nothing in the Plan shall be deemed to create
any obligation on the part of the Board to nominate any Director for
re-election by the Corporation's stockholders, nor confer upon any Director the
right to remain a member of the Board.

(b) Withholding of Taxes. Any taxes required to be paid by law with
respect to the issuance or delivery of such shares shall be satisfied by
reducing the number of shares of Common Stock otherwise deliverable to a
Director.

(c) Governing Law. This Plan shall be governed by the law of the State
of Delaware and in accordance with such Federal laws as may be applicable.

(d) Construction. Wherever any words are used herein in the masculine
gender they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also
used in the plural form in all cases where they would apply.

SECTION 10. EFFECTIVE DATE. The Plan shall become effective on the date
of the effective day of the initial public offering of common stock of the
Corporation.

<PAGE> 1

EXHIBIT 11

COX RADIO, INC.

STATEMENT REGARDING: COMPUTATION OF EARNINGS PER SHARE

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, -------------------
1995 1995 1996
------------ ------- -------
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C> <C>
Pro forma information for the Cox Radio Consolidation:
Historical net income.................................... $ 8,163 $ 3,796 $ 5,213
======= ======= =======
Pro forma common shares outstanding...................... 19,578 19,578 19,578
======= ======= =======
Pro forma net income per share........................... $ .42 $ .19 $ .27
======= ======= =======
Pro forma information for the Cox Radio Consolidation and
the Transactions:
Historical net income.................................... $ 8,163 $ 3,796 $ 5,213
Pro forma adjustments.................................... (7,011) (4,681) (3,697)
------- ------- -------
Pro forma net income (loss).............................. $ 1,152 $ (885) $ 1,516
======= ======= =======
Pro forma common shares outstanding for the Cox Radio
Consolidation.......................................... 19,578 19,578 19,578
Issuance of Class A Common Stock in connection
with the Transactions.................................. 7,655 7,655 7,655
------- ------- -------
Pro forma common shares outstanding for the Cox Radio
Consolidation and the Transactions..................... 27,233 27,233 27,233
======= ======= =======
Pro forma net income (loss) per share.................... $ .04 $ (.03) $ .06
======= ======= =======
</TABLE>

<PAGE> 1

EXHIBIT 21

Subsidiaries of Cox Radio, Inc.(1)

Cox Kentucky, Inc.
WHIO, Inc.
WSB, Inc.
Cox Louisville, LLC

______________________

(1)Assumes completion of Cox Radio Consolidation.

<PAGE> 1

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE

To the Board of Directors and Shareholders of
Cox Radio, Inc.
Atlanta, Georgia

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-08737 of Cox Radio, Inc. of our report dated July 18, 1996 (which expresses
an unqualified opinion and includes an explanatory paragraph relating to changes
in the methods of accounting for postretirement benefits other than pension,
income taxes, and postemployment benefits), appearing in the Prospectus, which
is part of this Registration Statement, and to the reference to us under the
heading "Experts" in such Prospectus.

Our audits of the consolidated financial statements referred to in an
aforementioned report also included the consolidated financial statement
schedule of Cox Radio, Inc., listed in Item 16(b). This consolidated financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such consolidated financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.

DELOITTE & TOUCHE LLP

Atlanta, Georgia

August 27, 1996

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated March 1, 1996, with respect to the financial
statements of NewCity Communications, Inc. included in Amendment No. 1 to the
Registration Statement (Form S-1 No. 333-08737) and related Prospectus of Cox
Radio, Inc. for the registration of shares of its common stock.

ERNST & YOUNG LLP

Stamford, Connecticut

August 27, 1996

<PAGE> 1

EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-08737 of Cox Radio, Inc. of our report dated July 19, 1996 (relating to the
financial statements of Infinity Holdings Corp. of Orlando), appearing in the
Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

DELOITTE & TOUCHE LLP

Atlanta, Georgia

August 27, 1996

<PAGE> 1

EXHIBIT 23.5

CONSENT OF PERSON TO BECOME DIRECTOR

Cox Radio, Inc.:

I hereby consent to being named in the Registation Statement on Form S-1
of Cox Radio, Inc. as a person who will become a director of Cox Radio, Inc.
upon the consummation of the merger of New Cox Radio II, Inc. with and into
NewCity Communications, Inc., with NewCity Communications, Inc. as the
surviving corporation as a wholly-owned subsidiary of Cox Radio, Inc.

/s/ Richard A. Ferguson
------------------------
Richard A. Ferguson

Bridgeport, Connecticut
August 27, 1996

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<DEPRECIATION> (22,940)
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</TABLE>