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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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/x/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (Fee Required)
For the Fiscal Year Ended December 31, 1998
OR
/ / Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)
For the transition period from to
Commission file number 33-
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Cox Radio, Inc.
Employee Stock Purchase Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Cox Radio, Inc.
1400 Lake Hearn Drive
Atlanta, Georgia 30319
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ITEMS 1 AND 2
FINANCIAL STATEMENTS
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Page Number
In This Report
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Independent Auditors' Report 4
Statement of Net Assets Available for Benefits
December 31, 1998 and 1997 5
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1998 and Period from
July 1, 1997 (Inception) to December 31, 1997 6
Notes to Financial Statements 7
EXHIBIT
Consent of Deloitte & Touche LLP 9
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator has duly caused this Annual Report to be signed on behalf of
the Plan by the undersigned hereunto duly authorized.
COX RADIO, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Andrew A. Merdek Date: 3/30/99
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Andrew A. Merdek
COX RADIO, INC.
Corporate Secretary
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INDEPENDENT AUDITORS' REPORT
Sponsor and Participants
Cox Radio, Inc.
Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets available for benefits
of the Cox Radio, Inc. Employee Stock Purchase Plan (the "Plan") as of December
31, 1998 and 1997 and the related statements of changes in net assets available
for benefits for the year ended December 31, 1998 and the period from July 1,
1997 (Inception) to December 31, 1997. These financial statements are the
responsibility of the Plan'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 financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997 and the changes in net assets available for benefits
for the year ended December 31, 1998 and the period from July 1, 1997
(Inception) to December 31, 1997 in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
Atlanta, Georgia
March 29, 1999
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COX RADIO, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
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1998 1997
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ASSET:
Receivable from Plan Sponsor $ 2,008,188 $ 746,814
LIABILITY:
Distribution due to Plan participants (2,008,188) (746,814)
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Net assets available for benefits $ - $ -
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See notes to financial statements.
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<PAGE>
COX RADIO, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998 AND THE PERIOD FROM JULY 1, 1997 (INCEPTION)
TO DECEMBER 31, 1997
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Period from
July 1, 1997
Year Ended (Inception) to
December 31, December 31,
1998 1997
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ADDITION TO NET ASSETS
ATTRIBUTED TO -
EMPLOYEE CONTRIBUTIONS $1,327,172 $754,686
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO -
WITHDRAWALS FROM PLAN (65,798) (7,872)
DISTRIBUTIONS DUE TO ACTIVE PLAN PARTICIPANTS (1,261,374) (746,814)
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- -
CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS
NET ASSETS AVAILABLE FOR BENEFITS -
Beginning of period - -
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End of period $ - $ -
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See notes to financial statements.
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COX RADIO, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 AND 1997 AND FOR THE YEAR ENDED DECEMBER 31, 1998 AND
FOR THE PERIOD FROM JULY 1, 1997 (INCEPTION) TO DECEMBER 31, 1997
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1. DESCRIPTION OF PLAN
The Cox Radio, Inc. Employee Stock Purchase Plan (the "Plan") is a
self-funded contributory stock purchase plan which provides employees the
option to purchase stock at a discounted price.
General - The Plan was adopted by Cox Radio, Inc. (the "Plan Sponsor")
during 1997 to allow eligible employees to purchase Plan Sponsor stock (up
to 350,000 shares in the aggregate) at a discounted price. Any regular
employee of the Plan Sponsor who was employed by the Plan Sponsor and its
subsidiary corporations 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 Plan Sponsor. A "regular employee" means any
employee regularly scheduled to work at least 20 hours per week, including
any such person on an authorized leave of absence. The purchase price was
determined as 85% of the average price of the Plan Sponsor stock on May 1,
1997, which equaled $17.37. Employees subscribed to a total of 186,118
shares which were converted to a dollar equivalent and are being withheld
from employees' paychecks from July 1, 1997 to July 31, 1999. Unless an
employee has previously withdrawn from the Plan, shares will be purchased
on July 31, 1999 based on contributions to date. Employee payroll
deductions under the Plan are commingled with the general funds of the
Plan Sponsor and are subject to the creditors of the Plan Sponsor.
Contributions - Participants' contributions are limited to $25,000 during
the purchase period from July 1, 1997 to July 31, 1999. Contributions are
primarily made through automatic payroll deductions.
Distributions - Upon written request, participants may withdraw their
total contributions or reduce their contributions prospectively.
Distributions may be made in either cash or stock, with cash payments for
any fractional shares. These two options are also available to an
individual whose employment terminates due to death or retirement.
Administrative Expenses - The Management Committee of the Board of
Directors administers the Plan. The expenses of administering the Plan are
paid by the Plan Sponsor.
Vesting and Termination - At all times, each Plan participant has a fully
vested, nonforfeitable right to his or her contributions to the Plan.
The Plan may be terminated by the Board of Directors of the Plan Sponsor
at any time. Upon such termination, shares of common stock will be issued
to employees as if the Plan were terminated at July 31, 1999.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements are presented on the accrual basis of accounting.
The receivable from the Plan Sponsor represents accumulated payroll
deductions less amounts disbursed for withdrawals.
3. INCOME TAXES
It is intended that the right to purchase shares of common stock under the
Plan shall constitute an option granted by the Plan Sponsor pursuant to an
"employee stock purchase plan" within the meaning of Section 423 of the
Internal Revenue Code, and that such shares, for tax purposes, shall be
treated in accordance with the provisions thereof.
An employee is not considered to have income for federal income tax
purposes from the granting of a right to purchase shares. Amounts deducted
from an employee's compensation do not reduce the amount of his or her
income for tax purposes.
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 333-26417 of Cox Radio, Inc. on Form S-8 of our report dated March 29, 1999,
appearing in this Annual Report on Form 11-K of Cox Radio, Inc. Employee Stock
Purchase Plan for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
Atlanta, Georgia
March 30, 1999
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