Item 3.01 Notice of Delisting.

On May 29, 2009, we notified the New York Stock Exchange (the "NYSE") that the Merger (as defined in Item 8.01 below) had been consummated and requested that the NYSE file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the "Commission") with respect to our Class A common stock, par value $0.33 per share (the "Former Public Stock"). Trading in the Former Public Stock was suspended prior to the market opening on June 1, 2009, and we have been advised by the NYSE that a Form 25 will be filed with the Commission on or about June 2, 2009.

Item 5.02 Amendments to Compensatory Plans.

On May 28, 2009, pursuant to powers delegated to the Compensation Committee of our board of directors, the Compensation Committee amended the Cox Radio, Inc. Third Amended and Restated Long-Term Incentive Plan so that participants would receive certain financial and other information if we no longer are required to file reports pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are relying on the exemption from registration provided by Rule 12h-1(f)(1) promulgated under the Exchange Act.

The foregoing description of the amendment to the plan is qualified by reference to the full text of the amendment attached hereto as Exhibit 10.3 and is hereby incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation.

Upon the effective time of the Merger, our certificate of incorporation was amended and restated in its entirety in order to, among other things:

o provide more generally for the purposes of the corporation;

o eliminate preferred stock from our authorized capital stock;

o provide for indemnification of directors and officers at the discretion of the corporation; and

o promote efficiency in our constitutive documents by removing corporate governance provisions that are set forth in our bylaws.

A copy of the amended certificate of incorporation is attached hereto as Exhibit 3.1 and is hereby incorporated herein by reference.

Item 8.01 Other Events.

As previously announced, Cox Enterprises, Inc. and Cox Media Group, Inc. successfully completed their tender offer to acquire all of the outstanding shares of our Former Public Stock not otherwise owned Cox Media Group. A total of 9,721,047 shares of Former Public Stock were validly tendered and purchased on May 26, 2009. Cox Media Group subsequently converted all outstanding shares of our Class B common stock held by it into shares of Former Public Stock, and as a result, Cox Media Group held 72,046,017 shares of our Former Public Stock, or approximately 90.6% of the outstanding shares of Former Public Stock, as of May 28, 2009.

On May 29, 2009, Cox Media Group caused the consummation of a short-form merger pursuant to Section 253 of the Delaware General Corporation Law (the "Merger"). In the Merger, CXR Acquisition, Inc., a wholly-owned subsidiary of Cox Media Group, was merged with and into Cox Radio, with Cox Radio continuing as the surviving corporation and as an indirect, wholly-owned subsidiary of Cox Enterprises. Pursuant to the Merger, all shares of Former Public Stock were cancelled, and shares of Former Public Stock, other than those held by Cox Media Group and by Cox Radio in treasury, were converted into the right to receive $4.80 per share, without interest, subject to the assertion and perfection of appraisal rights by the former holders of the Former Public Stock pursuant to
Section 262 of the Delaware General Corporation Law.

Persons who held Former Public Stock will receive materials advising them of how to surrender their shares of Former Public Stock and receive the merger consideration and of their appraisal rights under Delaware law. We expect to mail these materials on or about June 3, 2009.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibit:

3.1 Amended Certificate of Incorporation of Cox Radio, Inc.

10.1 Cox Radio, Inc. Third Amended and Restated Long-Term Incentive Plan (management contract or compensatory plan) (incorporated by reference to Exhibit 10.2 to Cox Radio's Report on Form 10-Q for the period ended March 31, 2005).

10.2 Amendment Number One to the Cox Radio, Inc. Third Amended and Restated Long-Term Incentive Plan (management contract or compensatory plan) (incorporated by reference to Exhibit 10.1 to Cox Radio's Current Report on Form 8-K dated December 11, 2008 and filed December 17, 2008).

10.3 Amendment Number Two to the Cox Radio, Inc. Third Amended and Restated Long-Term Incentive Plan (management contract or compensatory plan).