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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): August 25, 2000
Cox Radio, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
1-12187 58-1620022
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(Commission File Number) (I.R.S. Employer Identification Number)
1400 Lake Hearn Drive
Atlanta, Georgia 30319
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(Address of principal executive offices) (Zip Code)
(404) 843-5000
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(Registrant's telephone number, including area code)
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Item 2 Acquisition or Disposition of Assets
On August 25, 2000, Cox Radio, Inc. (the "Company") acquired from AMFM
Inc. ("AMFM") one FM station serving Miami, Florida; one FM station serving
Atlanta, Georgia; two FM stations and two AM stations serving Stamford/Norwalk,
Connecticut; four FM and two AM stations serving Jacksonville, Florida; and one
FM station serving New Haven, Connecticut in exchange for one FM and one AM
station serving Los Angeles, California plus approximately $3 million (the "AMFM
Acquisition"). The stations acquired include WEDR-FM serving the Miami market;
WFOX-FM serving the Atlanta market; WEFX-FM, WNLK-AM, WKHL-FM and WSTC-AM
serving the Stamford/Norwalk market; WFYV-FM, WAPE-FM, WBWL-AM, WKQL-FM, WMXQ-FM
and WOKV-AM serving the Jacksonville market and WPLR-FM serving the New Haven
market. The stations exchanged were KFI-FM and KOST-AM serving the Los Angeles
market. There are no material relationships between the Company and AMFM or any
of its affiliates, any director or officer of the Company, or any associate of
any such director or officer. The Company used general corporate funds to make
the AMFM Acquisition.
On August 30, 2000, the Company acquired from Clear Channel
Communications, Inc. ("Clear Channel") three FM stations serving Houston, Texas
and three FM stations and one AM station serving Richmond, Virginia for cash
consideration of $380 million (the "Clear Channel Acquisition"). The stations
acquired include KKBQ-FM, KKTL-FM and KLDE-FM (Cox Radio acquired the format of
KLDE-FM and the FCC license for KTBZ-FM; Clear Channel will retain the FCC
license for KLDE-FM) serving the Houston market and WKHK-FM, WMXB-FM, WKLR-FM
and WTVR-AM (subsequently named WVBB-AM) serving the Richmond market. There are
no material relationships between the Company and Clear Channel or any of its
affiliates, any director or officer of the Company, or any associate of any such
director or officer. The Company used proceeds from revolving credit facilities
to make the Clear Channel Acquisition.
Item 7 Financial Statements and Exhibits
The Company filed a Current Report on Form 8-K on September 11, 2000
(the "Report"). The Company did not file the financial statements required by
subsection (a)(1) of Item 7 and did not file the pro forma financial statements
required by subsection (b)(1) of Item 7 (collectively, the "Statements") with
the Report. The Company indicated in the Report that it would file an amended
Report within 60 days, pursuant to subsections (a)(4) and (b)(2) of Item 7. The
Statements are attached as exhibits to this amended Current Report on Form
8-K/A.
(a) Financial statements of businesses acquired.
1. Audited combined statement of assets acquired as of December 31,
1999 and the related combined statement of revenues and direct
operating expenses of radio stations KKBQ-FM and KLDE-FM (radio
stations owned by AMFM Inc.) for the year ended December 31, 1999
and unaudited combined statement of assets acquired as of June
30, 2000 and the related combined statements of revenues and
direct operating expenses of radio stations KKBQ-FM and KLDE-FM
(radio stations owned by AMFM Inc.) for the six-month periods
ended June 30, 2000 and 1999.
2. Audited combined statement of assets acquired as of December 31,
1999 and the related combined statement of revenues and direct
operating expenses of radio stations WKHK-FM, WKLR-FM, and
WMXB-FM (radio stations owned by AMFM Inc.) for the period from
July 13, 1999 to December 31, 1999 and unaudited combined
statement of assets acquired as of June 30, 2000 and the related
combined statement of revenues and direct operating expenses of
radio stations WKHK-FM, WKLR-FM, and WMXB-FM (radio stations
owned by AMFM Inc.) for the six-month period ended June 30, 2000.
3. Audited combined statement of revenues and direct operating
expenses of radio stations WKHK-FM, WKLR-FM, and WMXB-FM (radio
stations owned by Capstar Broadcasting Corporation) for the
period from January 1, 1999 to July 12, 1999 and unaudited
combined statement of revenues and direct operating expenses of
radio stations WKHK-FM, WKLR-FM, and WMXB-FM (radio stations
owned by Capstar Broadcasting Corporation) for the six-month
period ended June 30, 1999.
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4. Unaudited combined statement of assets acquired as of June 30,
2000 and the related combined statements of revenues and direct
operating expenses of radio stations WEDR-FM, WFOX-FM, WAPE-FM,
WFYV-FM, WKQL-FM, WMXQ-FM, WOKV-AM, WBWL-AM, WPLR-FM, WKHL-FM,
WSTC-AM, WEFX-FM and WNLK-AM (radio stations owned by AMFM Inc.)
for the six-month periods ended June 30, 2000 and 1999.
(b) Pro forma financial information.
1. Unaudited pro forma combined balance sheet of the Company as of
June 30, 2000 after giving effect to the AMFM Acquisition and the
Clear Channel Acquisition as if such transactions had been
consummated as of June 30, 2000 and unaudited pro forma combined
statements of operations for the six-month period ended June 30,
2000 and the year ended December 31, 1999 as if such transactions
had been consummated as of January 1, 1999.
(c) Exhibits.
23.1 Consent of Deloitte & Touche LLP with respect to the financial
statements of radio stations KKBQ-FM and KLDE-FM.
23.2 Consent of Deloitte & Touche LLP with respect to the financial
statements of radio stations WKHK-FM, WKLR-FM, and WMXB-FM (owned
by AMFM Inc.).
23.3 Consent of Deloitte & Touche LLP with respect to the financial
statements of radio stations WKHK-FM, WKLR-FM, and WMXB-FM (owned
by Capstar Broadcasting Corporation).
99.1 Audited combined statement of assets acquired as of December 31,
1999 and the related combined statement of revenues and direct
operating expenses of radio stations KKBQ-FM and KLDE-FM (radio
stations owned by AMFM Inc.) for the year ended December 31, 1999
and unaudited combined statement of assets acquired as of June
30, 2000 and the related combined statements of revenues and
direct operating expenses of radio stations KKBQ-FM and KLDE-FM
(radio stations owned by AMFM Inc.) for the six-month periods
ended June 30, 2000 and 1999.
99.2 Audited combined statement of assets acquired as of December 31,
1999 and the related combined statement of revenues and direct
operating expenses of radio stations WKHK-FM, WKLR-FM, and
WMXB-FM (radio stations owned by AMFM Inc.) for the period from
July 13, 1999 to December 31, 1999 and unaudited combined
statement of assets acquired as of June 30, 2000 and the related
combined statement of revenues and direct operating expenses of
radio stations WKHK-FM, WKLR-FM, and WMXB-FM (radio stations
owned by AMFM Inc.) for the six-month period ended June 30, 2000.
99.3 Audited combined statement of revenues and direct operating
expenses of radio stations WKHK-FM, WKLR-FM, and WMXB-FM (radio
stations owned by Capstar Broadcasting Corporation) for the
period from January 1, 1999 to July 12, 1999 and unaudited
combined statement of revenues and direct operating expenses of
radio stations WKHK-FM, WKLR-FM, and WMXB-FM (radio stations
owned by Capstar Broadcasting Corporation) for the six-month
period ended June 30, 1999.
99.4 Unaudited combined statement of assets acquired as of June 30,
2000 and the related combined statements of revenues and direct
operating expenses of radio stations WEDR-FM, WFOX-FM, WAPE-FM,
WFYV-FM, WKQL-FM, WMXQ-FM, WOKV-AM, WBWL-AM, WPLR-FM, WKHL-FM,
WSTC-AM, WEFX-FM and WNLK-AM (radio stations owned by AMFM Inc.)
for the six-month periods ended June 30, 2000 and 1999.
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99.5 Unaudited pro forma combined balance sheet as of June 30, 2000
and unaudited pro forma combined statements of operations of the
Company for the year ended December 31, 1999 and the six-month
period ended June 30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Cox Radio, Inc.
Dated: November 8, 2000 By: /s/ Neil O. Johnston
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Name: Neil O. Johnston
Title: Chief Financial Officer
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Exhibit Index
Exhibits
23.1 Consent of Deloitte & Touche LLP with respect to the financial
statements of radio stations KKBQ-FM and KLDE-FM.
23.2 Consent of Deloitte & Touche LLP with respect to the financial
statements of radio stations WKHK-FM, WKLR-FM, and WMXB-FM (owned by
AMFM Inc.).
23.3 Consent of Deloitte & Touche LLP with respect to the financial
statements of radio stations WKHK-FM, WKLR-FM, and WMXB-FM (owned by
Capstar Broadcasting Corporation).
99.1 Audited combined statement of assets acquired as of December 31, 1999
and the related combined statement of revenues and direct operating
expenses of radio stations KKBQ-FM and KLDE-FM (radio stations owned
by AMFM Inc.) for the year ended December 31, 1999 and unaudited
combined statement of assets acquired as of June 30, 2000 and the
related combined statements of revenues and direct operating expenses
of radio stations KKBQ-FM and KLDE-FM (radio stations owned by AMFM
Inc.) for the six-month periods ended June 30, 2000 and 1999.
99.2 Audited combined statement of assets acquired as of December 31, 1999
and the related combined statement of revenues and direct operating
expenses of radio stations WKHK-FM, WKLR-FM, and WMXB-FM (radio
stations owned by AMFM Inc.) for the period from July 13, 1999 to
December 31, 1999 and unaudited combined statement of assets acquired
as of June 30, 2000 and the related combined statement of revenues and
direct operating expenses of radio stations WKHK-FM, WKLR-FM, and
WMXB-FM (radio stations owned by AMFM Inc.) for the six-month period
ended June 30, 2000.
99.3 Audited combined statement of revenues and direct operating expenses
of radio stations WKHK-FM, WKLR-FM, and WMXB-FM (radio stations owned
by Capstar Broadcasting Corporation) for the period from January 1,
1999 to July 12, 1999 and unaudited combined statement of revenues and
direct operating expenses of radio stations WKHK-FM, WKLR-FM, and
WMXB-FM (radio stations owned by Capstar Broadcasting Corporation) for
the six-month period ended June 30, 1999.
99.4 Unaudited combined statement of assets acquired as of June 30, 2000
and the related combined statements of revenues and direct operating
expenses of radio stations WEDR-FM, WFOX-FM, WAPE-FM, WFYV-FM,
WKQL-FM, WMXQ-FM, WOKV-AM, WBWL-AM, WPLR-FM, WKHL-FM, WSTC-AM, WEFX-FM
and WNLK-AM (radio stations owned by AMFM Inc.) for the six-month
periods ended June 30, 2000 and 1999.
99.5 Unaudited pro forma combined balance sheet as of June 30, 2000 and
unaudited pro forma combined statements of operations of the Company
for the year ended December 31, 1999 and the six-month period ended
June 30, 2000.
