COX RADIO INC
8-K, 2000-06-27
RADIO BROADCASTING STATIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
 of 1934


         Date of Report (Date of earliest event reported): June 21, 2000

                                 Cox Radio, Inc.
                   ------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                    Delaware
                              --------------------
         (State or other jurisdiction of incorporation or organization)



                               1-12187 58-1620022
                        ------------- -------------------
        (Commission File Number) (I.R.S. Employer Identification Number)


                              1400 Lake Hearn Drive
                             Atlanta, Georgia 30319
               ------------------------------------ -------------
               (Address of principal executive offices) (Zip Code)


                                 (404) 843-5000
                             -----------------------
              (Registrant's telephone number, including area code)





<PAGE>



Item 5.           Other Events.

         On June  27,  2000,  Cox  Radio  consummated  the  public  offering  of
8,800,000  shares  of its  Class A common  stock and  completed  the  concurrent
private  placement of 3,591,954  shares of Class A common stock  directly to Cox
Enterprises at the public offering price per share, less underwriting  discounts
and commissions.  Cox Radio's press release announcing the pricing of the public
offering and the  concurrent  private  placement is being filed as an exhibit to
this report.

         This current  report on Form 8-K also is being filed to  incorporate by
reference that certain Underwriting Agreement, dated as of June 21, 2000, by and
among Cox Radio and the several  underwriters named in Schedule A thereto,  into
Cox Radio's registration statement on Form S-3 (Registration No. 333-35398). The
Underwriting Agreement pertains to the issuance and sale of the 8,800,000 shares
of Class A common  stock on June 27, 2000 and grants the  underwriters  a 30-day
option to  purchase up to  1,320,000  shares of Class A common  stock  solely to
cover over-allotments, if any.

<PAGE>



Item 7.           Financial Statements and Exhibits.

         (a)      Not applicable.

         (b)      Not applicable.

         (c)      Exhibits

                  1.1      Underwriting  Agreement,  dated as of June 21,  2000,
                           among Cox Radio,  Credit Suisse First Boston,  Morgan
                           Stanley   &  Co.   Incorporated,   Allen  &   Company
                           Incorporated,  Banc of America  Securities LLC, First
                           Union   Securities,   Inc.,   FleetBoston   Robertson
                           Stephens Inc. and Salomon Smith Barney Inc.

                  99.1     Press Release dated June 22, 2000.

<PAGE>



                                    SIGNATURE

         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:  June 27, 2000                 By: /s/ Maritza C. Pichon
                                                  ----------------------------
                                                       Maritza C. Pichon
                                                       Chief Financial Officer



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