<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
COX RADIO, INC.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
----------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
(COX RADIO, INC. LOGO)
To the Stockholders of Cox Radio, Inc.
You are invited to attend the Annual Meeting of Stockholders of Cox Radio,
Inc. to be held at Corporate Headquarters, 1400 Lake Hearn Drive, N.E., Atlanta,
Georgia 30319, on Thursday, May 11, 2000, at 9:30 a.m., local time.
The accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement explain the matters to be voted on at the meeting.
Please read the enclosed Notice of Annual Meeting and Proxy Statement so
you will be informed about the business to come before the meeting. Your vote is
important, regardless of the number of shares you own. On behalf of the Board of
Directors, I urge you to mark, sign and return the enclosed proxy card or take
advantage of our telephone or Internet voting systems as soon as possible, even
if you plan to attend the Annual Meeting. You may, of course, revoke your proxy
by notice in writing to the Corporate Secretary or by using the telephone or
Internet voting procedures at any time before the proxy is voted.
Sincerely,
/s/ ROBERT F. NEIL
Robert F. Neil
President and Chief Executive Officer
Atlanta, Georgia
March 24, 2000
<PAGE> 3
COX RADIO, INC.
1400 LAKE HEARN DRIVE, N.E.
ATLANTA, GEORGIA 30319
(404) 843-5000
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 2000
---------------------
To the Stockholders of Cox Radio, Inc.
The Annual Meeting of the holders of Class A Common Stock and Class B
Common Stock of Cox Radio, Inc. ("Cox Radio") will be held at Corporate
Headquarters, 1400 Lake Hearn Drive, N.E., Atlanta, Georgia 30319 on Thursday,
May 11, 2000, at 9:30 a.m., local time, for the following purposes:
1. To elect a Board of Directors of eight members to serve until the
2001 Annual Meeting of Stockholders or until their successors are duly
elected and qualified;
2. To ratify the appointment by the Board of Directors of Deloitte &
Touche LLP, independent certified public accountants, as Cox Radio's
independent auditors for the year ending December 31, 2000;
3. To approve an amendment to the Certificate of Incorporation to
increase the number of authorized shares of Class A Common Stock, Class B
Common Stock and Preferred Stock;
4. To approve an amendment to the Certificate of Incorporation to
effect a three-for-one split of Cox Radio's outstanding stock; and
5. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed March 14, 2000 as the record date for the
Annual Meeting with respect to this solicitation. Only holders of record of
Class A Common Stock and Class B Common Stock at the close of business on that
date are entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof as set forth in the Proxy Statement.
Cox Radio's Annual Report to stockholders for the year ended December 31,
1999 is enclosed herewith.
By Order of the Board of Directors,
/s/ Andrew A. Merdek
Andrew A. Merdek
Corporate Secretary
Atlanta, Georgia
March 24, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE OR USE OUR
TELEPHONE OR INTERNET VOTING SYSTEMS AS PROMPTLY AS POSSIBLE. AS SPECIFIED IN
THE ENCLOSED PROXY STATEMENT, A STOCKHOLDER MAY REVOKE A PROXY AT ANY TIME PRIOR
TO ITS USE.
<PAGE> 4
COX RADIO, INC.
1400 LAKE HEARN DRIVE, N.E.
ATLANTA, GEORGIA 30319
(404) 843-5000
---------------------
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
---------------------
SOLICITATION OF PROXIES
The Board of Directors of Cox Radio, Inc. is furnishing this Proxy
Statement to solicit proxies for use at Cox Radio's 2000 Annual Meeting of
Stockholders, to be held on May 11, 2000, at 9:30 a.m., local time, at Corporate
Headquarters, 1400 Lake Hearn Drive, N.E., Atlanta, Georgia 30319, and at any
adjournment of the meeting. Each valid proxy received in time will be voted at
the meeting according to the choice specified, if any. A proxy may be revoked at
any time before the proxy is voted as outlined below.
This Proxy Statement and the enclosed proxy card are being first sent for
delivery to stockholders of Cox Radio on or about March 24, 2000. Cox Radio will
pay the cost of solicitation of proxies, including the reimbursement to banks
and brokers for reasonable expenses for sending proxy materials to their
principals.
The shares of Class A Common Stock and Class B Common Stock represented by
valid proxies that we receive in time for the Annual Meeting will be voted as
specified in such proxies. Valid proxies include all properly executed, written
proxy cards and all properly completed proxies voted by telephone or the
Internet pursuant to this solicitation and not later revoked. Voting your proxy
by mail, telephone or the Internet will not limit your right to vote at the
Annual Meeting if you later decide to attend in person. Executed but unvoted
proxies will be voted:
(1) FOR the election of the Board of Directors' nominees for
directors;
(2) FOR the ratification of the appointment of Deloitte & Touche LLP,
independent certified public accountants, as Cox Radio's independent
auditors for the year ending December 31, 2000;
(3) FOR the amendment to the Certificate of Incorporation to increase
the number of authorized shares of Class A Common Stock, Class B Common
Stock and Preferred Stock; and
(4) FOR the amendment to the Certificate of Incorporation to effect a
three-for-one split of Cox Radio's outstanding stock.
If any other matters properly come before the Annual Meeting, the persons
named on the proxies will, unless the stockholder otherwise specifies in the
proxy, vote upon such matters in accordance with their best judgment.
In determining whether a proposal is approved, we will count shares that
the stockholder does not vote "for" as a vote "against" the proposal. Thus, an
abstention would have the effect of a vote against the applicable proposal. On
the other hand, broker non-votes are not considered shares entitled to vote on
the applicable proposal and are not included in determining whether such
proposal is approved. A broker non-vote occurs when the nominee of a beneficial
owner with the power to vote on at least one matter does not vote on another
matter because the nominee does not have the discretionary voting power and has
not received instructions from the beneficial owner with respect to such matter.
Accordingly, broker non-votes have no effect on the outcome of a vote on the
applicable proposal.
VOTING SECURITIES
Cox Radio has two classes of outstanding voting securities, Class A Common
Stock, par value $1.00 per share, and Class B Common Stock, par value $1.00 per
share. As of February 29, 2000, there were 9,342,074 shares of Class A Common
Stock and 19,577,672 shares of Class B Common Stock outstanding. Only holders
<PAGE> 5
of record of shares of Class A Common Stock or shares of Class B Common Stock at
the close of business on March 14, 2000, which the Board of Directors has fixed
as the record date, are entitled to vote at the meeting.
Except as otherwise stated herein, the Class A Common Stock and Class B
Common Stock will vote together as a single class, with each share of Class A
Common Stock being entitled to one vote, and each share of Class B Common Stock
being entitled to ten votes. The presence in person or by proxy of holders of
record of one-third of the issued and outstanding shares of Class A Common Stock
and Class B Common Stock entitled to vote at the Annual Meeting, which represent
a majority of the votes entitled to be cast by such shares, will constitute a
quorum. The affirmative vote of a majority of the votes entitled to be cast by
such shares of the issued and outstanding Class A Common Stock and Class B
Common Stock, voting together as a single class, present at the Annual Meeting
in person or by proxy, and entitled to vote, is required for the election of
directors, the ratification of appointment of independent auditors, approval of
the amendments to the Certificate of Incorporation to increase the authorized
shares of each class of our capital stock and to effect a three-for-one stock
split of the issued and outstanding shares of each such class. Additionally, the
proposed stock split of the outstanding shares of each class of common stock
requires the affirmative vote of a majority of the outstanding shares of that
class entitled to vote.
Stockholders will not have appraisal rights with respect to any of the
proposals to be voted upon at the Annual Meeting.
VOTING BY PROXY
If a stockholder is a corporation or a partnership, a duly authorized
person must sign the accompanying proxy card in the full corporate or
partnership name. If the proxy card is signed pursuant to a power of attorney or
by an executor, administrator, trustee or guardian, the signer's full title must
be given and a certificate or other evidence of appointment must be furnished.
If shares are owned jointly, each joint owner must sign the proxy card.
Instructions for a stockholder of record to vote by telephone or the
Internet are set forth on the enclosed proxy card. The telephone and Internet
voting procedures are designed to authenticate votes cast by use of a personal
identification number. The procedures, which comply with Delaware law, allow
stockholders to appoint a proxy to vote their shares and to confirm that their
instructions have been properly recorded.
Any proxy duly given pursuant to this solicitation may be revoked by the
stockholder at any time prior to the voting of the proxy, by written notice to
the Secretary of Cox Radio, by a later-dated proxy either signed and returned by
mail or by using the telephone or Internet voting procedures before the Annual
Meeting, or by attending the Annual Meeting and voting in person. Attendance at
the Annual Meeting will not in and of itself constitute a revocation of a proxy.
As of February 29, 2000, Cox Enterprises, Inc., a Delaware corporation,
through its wholly-owned subsidiary, Cox Broadcasting, Inc., a Delaware
corporation, held approximately 95.4% of the combined voting power of the Class
A Common Stock and Class B Common Stock and 100% of the issued and outstanding
shares of Class B Common Stock. Accordingly, Cox Enterprises will have
sufficient voting power (a) to elect all members of the Board of Directors, (b)
to ratify the appointment of independent auditors, (c) to approve amendments to
the Certificate of Incorporation to (i) increase the number of authorized shares
of Class A Common Stock, Class B Common Stock and Preferred Stock and (ii)
effect a three-for-one split of the outstanding shares of Class B Common Stock
and (d) to control substantially all other actions that may come before the
Annual Meeting.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the meeting, eight directors are to be elected to hold office until the
2001 Annual Meeting of Stockholders or until their respective successors have
been elected and qualified. All nominees currently are directors of Cox Radio.
2
<PAGE> 6
The eight directors nominated for election at the 2000 Annual Meeting of
Stockholders are: David E. Easterly; Ernest D. Fears, Jr.; Richard A. Ferguson;
Paul M. Hughes; James C. Kennedy; Marc W. Morgan; Robert F. Neil; and Nicholas
D. Trigony. The persons named as proxies intend (unless authority is withheld)
to vote for election of all of the nominees as directors.
The Board of Directors knows of no reason why any nominee for director
would be unable to serve as director. If, at the time of the Annual Meeting, any
of the nominees is unable or unwilling to serve as a director of Cox Radio, the
persons named in the proxy intend to vote for such substitutes as may be
nominated by the Board of Directors.
The affirmative vote of the holders of a majority of the voting power of
Cox Radio's Class A Common Stock and Class B Common Stock, voting together as a
single class, present or represented by proxy and entitled to vote at the Annual
Meeting is required to elect each of the nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.
The following information regarding the nominees, their principal
occupations, employment history, and directorships in certain companies is as
reported by the respective nominees.
David E. Easterly, 57, has served as director of Cox Radio since July 1996
and has served as President and Chief Operating Officer of Cox Enterprises, Inc.
since October 1994. He was President of Cox Newspapers, Inc., a subsidiary of
Cox Enterprises, from May 1986 through October 1994. Mr. Easterly joined Cox
Enterprises 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
Cox Enterprises-owned The Atlanta Journal/Constitution in April 1984. Mr.
Easterly is a member of the Board of Directors of the Associated Press and
Mutual Insurance Company, Ltd. and of MP3.com, Inc. Mr. Easterly also serves as
a director of Cox Enterprises and of Cox Communications, Inc., a majority-owned
subsidiary of Cox Enterprises.
Ernest D. Fears, Jr., 67, has served as director of Cox Radio since
December 1996. He has been a lecturer at Howard University since 1990 and was a
consultant to the National Institute of Health from February to August of 1996.
From June 1992 to August 1992, he was General Manager for radio station XFRM-FM
in San Diego, California/Tijuana, Mexico. Mr. Fears retired in 1987 as General
Manager of American Broadcasting Company's WRQX-FM in Washington D.C.
Richard A. Ferguson, 54, has served as a director of Cox Radio since May
1997 and as Vice President and Co-Chief Operating Officer since July 1999. Prior
to that, he served as Vice President and Chief Operating Officer since April
1997. Previously, Mr. Ferguson served as President, Chief Executive Officer and
a director of NewCity Communications, Inc. 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.
Prior to 1981, he served as the President of Park City Communications, Inc.
("Park City"), until Park City was acquired by Katz Communications. Mr. Ferguson
is Immediate Past Chairman of the Joint Board of Directors of the National
Association of Broadcasters and a member of the Radio Operators Caucus.
Paul M. Hughes, 61, has served as director of Cox Radio since December
1996. He has been President and Chief Operating Officer of OG Holding LTD since
April 1995. From June 1991 through April 1, 1995 he was Chairman of Hughes
Broadcasting Partners, and from April 1995 through December 1998 he was
President of Great Trails Broadcasting, Inc.
James C. Kennedy, 52, 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 Cox Enterprises since January 1988, and prior to that time was Cox
Enterprises' President and Chief Operating Officer. Mr. Kennedy joined Cox
Enterprises in 1972, and initially worked with Cox Enterprises' Atlanta
Newspapers. He is Chairman of the Board of Directors of Cox Communications, a
director of Flagler Systems, Inc. and an advisory director of Chase Bank of
Texas, N.A.
3
<PAGE> 7
Marc W. Morgan, 50, has served as a director of Cox Radio since August 1999
and as Vice President and Co-Chief Operating Officer since July 1999. Prior to
that, he served as Senior Group Vice President of Cox Radio from May 1997 to
June 1999. He has been Vice President and General Manager of WSB Radio since
July 1992. Previously, Mr. Morgan was Senior Vice President of Cox Radio from
July 1996 to May 1997, and Vice President and General Manager of WCKG-FM
(Chicago, Illinois) from January 1984 to July 1992.
Robert F. Neil, 41, has served as a director and as President and Chief
Executive Officer 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 (Atlanta, Georgia). Mr. Neil
joined Cox Broadcasting in November 1986. Previously, Mr. Neil was Operations
Manager from December 1984 to November 1986 at WYAY-FM (Gainesville, Florida).
He served at WYYY-FM and WSYR-AM (Syracuse, New York) as Operations Manager from
October 1983 to December 1984 and as Program Director from March 1983 to October
1983.
Nicholas D. Trigony, 59, has served as Chairman of the Board of Directors
of Cox Radio 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 past Chairman of the Board of the
National Association of Television Program Executives and serves on its
Executive Committee. Mr. Trigony is a past chairman and current board member of
the Television Operators Caucus and past Chairman of the National Association of
Broadcaster's Media Convergence Task Force.
Except as set forth herein, there is no family relationship between any
director, executive officer or person nominated or chosen by Cox Radio to become
a director or executive officer.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table provides information as of February 29, 2000 with
respect to the shares of Class A Common Stock and Class B Common Stock
beneficially owned by each person known by Cox Radio to own more than 5% of any
class of the outstanding voting securities of Cox Radio.
<TABLE>
<CAPTION>
PERCENT OF
VOTE OF ALL
CLASS A PERCENT CLASS B CLASSES OF
COMMON OF COMMON PERCENT COMMON
NAME OF BENEFICIAL OWNER STOCK CLASS STOCK OF CLASS STOCK
- ------------------------ --------- ------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C>
Cox Enterprises, Inc.(1)(2)(3)................ 19,577,672 100% 95.4%
Massachusetts Financial Services Company(4)... 1,010,348 10.9% -- -- 0.49%
Baron Capital Group, Inc.(5).................. 742,200 7.9% -- -- 0.36%
Westport Asset Management, Inc.(6)............ 566,600 6.1% -- -- 0.27%
Janus Capital Corp.(7)........................ 957,355 10.2% -- -- 0.46%
</TABLE>
- ---------------
(1) The business address for Cox Enterprises 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
Cox Enterprises are held of record by Cox Broadcasting. Cox Broadcasting
holds 19,577,672 shares of Class B Common Stock that are convertible into
the same number of shares of Class A Common Stock. 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 are beneficially owned by Cox Enterprises. The beneficial ownership
of the outstanding capital stock of Cox Enterprises is described in footnote
(3) below.
(3) There are 607,634,354 shares of common stock of Cox Enterprises outstanding,
with respect to which (i) Barbara Cox Anthony, as trustee of the Anne Cox
Chambers Atlanta Trust, exercises beneficial ownership over 174,949,266
shares (28.8%); (ii) Anne Cox Chambers, as trustee of the Barbara Cox
Anthony Atlanta Trust, exercises beneficial ownership over 174,949,266
shares (28.8%); (iii) Barbara Cox Anthony, Anne Cox Chambers and Richard L.
Braunstein, as trustees of the Dayton Cox Trust A, exercise beneficial
ownership over 248,237,055 shares (40.9%); and (iv) 265 individuals and
other trusts
4
<PAGE> 8
exercise beneficial ownership over the remaining 9,498,767 shares (1.5%),
including 43,734 shares held beneficially and of record by Garner Anthony,
the husband of Barbara Cox Anthony (as to which Barbara Cox Anthony
disclaims beneficial ownership). Thus, Barbara Cox Anthony and Anne Cox
Chambers, who are sisters, together exercise sole or shared beneficial
ownership over 598,135,587 shares (98.5%) of the common stock of Cox
Enterprises. 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 Cox Enterprises and a director of
Cox Radio.
(4) The information contained in this table with respect to Massachusetts
Financial Services Company is based on a filing on Schedule 13G reporting
ownership as of December 31, 1999. The address for the reporting party is
500 Boylston Street, Boston, Massachusetts 02116.
(5) The information contained in this table with respect to Baron Capital Group,
Inc. is based on a joint filing on Schedule 13G reporting ownership as of
December 31, 1999 by Baron Capital Group, Inc., BAMCO, Inc., Baron Capital
Management, Inc., Baron Asset Fund, and Ronald Baron. The principal business
office of each of the reporting parties is 767 Fifth Avenue, 24th Floor, New
York, New York 10153.
(6) The information contained in this table with respect to Westport Asset
Management, Inc. is based on a filing on Schedule 13G reporting ownership as
of December 31, 1999. The address of the reporting person is 253 Riverside
Avenue, Westport, CT 06880.
(7) The information contained in this table with respect to Janus Capital Corp.
is based on a filing on Schedule 13G reporting ownership as of December 31,
1999. The address of the reporting person is 100 Fillmore Street, Denver,
Colorado 80206.
SECURITY OWNERSHIP OF MANAGEMENT
"Beneficial ownership" of the Class A Common Stock of Cox Radio and the
common stock of Cox Enterprises by Cox Radio's directors and Named Executive
Officers, and by all directors and executive officers as a group at February 29,
2000 is shown in the following table. Except as indicated below, none of such
persons, individually or in the aggregate, owns 1% or more of the common stock
of Cox Radio or Cox Enterprises.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF NUMBER OF SHARES OF PERCENT OF SHARES OF
COX RADIO CLASS A COX ENTERPRISES COX RADIO
COMMON STOCK COMMON STOCK CLASS A COMMON
NAME OF BENEFICIAL OWNER OWNED OWNED STOCK OWNED
- ------------------------ -------------------- ------------------- --------------------
<S> <C> <C> <C>
David E. Easterly................... 5,000 531,834 (h)
Richard A. Ferguson................. 52,208(a) -- (h)
Robert B. Green..................... 84,060(b) -- (h)
James C. Kennedy.................... 53,292 --(c) (h)
Marc W. Morgan...................... 86,659(d) -- (h)
Robert F. Neil...................... 161,418(e) 9,204 1.7%
Nicholas D. Trigony................. 1,000 205,833 (h)
Ernest D. Fears, Jr................. 1,393 -- (h)
Paul M. Hughes...................... 893 -- (h)
Richard A. Reis..................... 45,750(f) -- (h)
All directors and executive officers
as a group (eleven persons,
including those named above)...... 508,827(g) 746,871 5.4%
</TABLE>
- ---------------
(a) Includes 18,324 shares subject to stock options that are exercisable within
60 days.
(b) Includes 63,822 shares subject to stock options that are exercisable within
60 days.
(c) Mr. Kennedy owns of record no shares of common stock of Cox Enterprises.
Sarah K. Kennedy, Mr. Kennedy's wife and trustee of the Kennedy Trusts,
exercises beneficial ownership over an aggregate of 22,140 shares of common
stock of Cox Enterprises. In addition, as described above, Barbara Cox
Anthony and Anne Cox Chambers, the mother and aunt, respectively, of Mr.
Kennedy, together exercise sole or shared beneficial ownership over
598,135,870 shares of common stock of Cox Enterprises. Also, Mr. Kennedy's
children are the beneficiaries of a trust, of which R. Dale Hughes is the
sole trustee, that
5
<PAGE> 9
beneficially owns 16,155 shares of common stock of Cox Enterprises. Mr.
Kennedy disclaims beneficial ownership of all such shares.
(d) Includes 72,084 shares subject to stock options that are exercisable within
60 days.
(e) Includes 127,230 shares subject to stock options that are exercisable
within 60 days.
(f) Includes 18,186 shares subject to stock options that are exercisable within
60 days.
(g) Includes 308,646 shares subject to stock options that are exercisable
within 60 days.
(h) Beneficial owner, individually or in the aggregate, owns less than 1% of
the Class A Common Stock of Cox Radio.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Cox Radio's
executive officers and directors and persons who own more than 10% of Cox
Radio's Class A Common Stock to file reports of ownership and changes in
ownership of Cox Radio's Class A Common Stock with the Securities and Exchange
Commission and the New York Stock Exchange. Based solely on a review of copies
of such reports and written representations from the reporting person, Cox Radio
believes that from January 1999 through the date of this Proxy Statement, its
executive officers, directors and greater than 10% stockholders filed on a
timely basis all reports due under Section 16(a) of the Exchange Act.
BOARD OF DIRECTORS AND COMMITTEES
During 1999, the Board of Directors met three times. The Executive
Committee of the Board of Directors took action by unanimous written consent
eight times. The members of the Executive Committee are Nicholas D. Trigony
(Chair), James C. Kennedy, David E. Easterly and Paul M. Hughes.
Cox Radio also has an Audit Committee and a Compensation Committee of the
Board of Directors. The members of the Audit Committee and the Compensation
Committee are Paul M. Hughes and Ernest D. Fears, Jr. Mr. Hughes is the Chair of
the Audit Committee and Mr. Fears is the Chair of the Compensation Committee.
The Audit Committee:
- approves the selection of the independent auditors for Cox Radio;
- approves the services to be performed by the independent auditors;
- reviews the scope and results of the annual audit;
- reviews the independence of the auditors;
- reviews the performance and fees of the independent auditors;
- reviews the adequacy of the system of internal accounting controls;
- reviews the scope and results of internal auditing procedures;
- reviews the activities of Cox Radio's Risk Committee, a Board-created
committee composed of senior financial managers with oversight of
financial risk management; and
- reviews related party transactions, if any.
The Audit Committee met once and took action by unanimous written consent
once in 1999.
The Compensation Committee:
- adopts and oversees the administration of compensation plans for
executive officers and senior management of Cox Radio;
- determines awards granted to executive officers under such plans;
6
<PAGE> 10
- approves the chief executive officer's compensation; and
- reviews the reasonableness of such compensation.
The Compensation Committee met twice in 1999.
During 1999, each director attended at least 75% of the total number of
meetings of the Board of Directors and meetings of the Committees on which such
director served.
COMPENSATION OF DIRECTORS
The directors who are not affiliates of Cox Radio, Paul M. Hughes and
Ernest D. Fears, Jr., are reimbursed for expenses and paid an annual fee of
$20,000. The annual fee is paid as follows: (a) one-half in shares of Class A
Common Stock pursuant to the Cox Radio, Inc. Restricted Stock Plan for
Non-Employee Directors ("Directors' Restricted Stock Plan"), 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, plus (b) one-half in cash. In addition,
the non-affiliate directors receive a meeting fee of $1,000 for every board
meeting and committee meeting attended. The directors of Cox Radio who are
affiliates of Cox Radio do not receive any compensation for serving on the Board
of Directors. 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, which will increase to 75,000 if the three-for-one stock
split becomes effective.
EXECUTIVE OFFICERS
The executive officers of Cox Radio who are not directors are set forth
below. Executive officers of Cox Radio are elected to serve until they resign or
are removed, or are otherwise disqualified to serve, or until their successors
are elected and qualified.
Maritza C. Pichon, 45, has served as Chief Financial Officer of Cox Radio
since July 1996. She was Assistant Controller of Cox Enterprises from June 1990
through June 1996. Previously, she served as manager of accounting, senior
accountant and staff accountant. Ms. Pichon joined Cox Enterprises in September
1984.
Robert B. Green, 46, has served as Group Vice President of Cox Radio since
May 1997 and was Vice President and General Manager of Cox Radio's Miami,
Florida radio stations, WFLC-FM and WHQT-FM, since September 1992. Previously,
Mr. Green was Regional Vice President of Cox Radio from July 1996 to May 1997,
and Station Manager of WSB-AM/FM (Atlanta, Georgia) from January 1990 to
September 1992.
Richard A. Reis, 46, has served as Group Vice President of Cox Radio since
April 1997. Previously, he was 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. Since July 1996, Mr. Reis has served
as Group Vice President of Cox Radio's six Orlando, Florida radio stations
(WDBO-AM, WWKA-FM, WCFB-FM, WHOO-AM, WHTQ-FM and WMMO-FM). He is a member of the
Orlando Radio Broadcasters Association and Orlando Ad Federation.
7
<PAGE> 11
EXECUTIVE COMPENSATION
The following table sets forth certain information for the years ended
December 31, 1997, 1998 and 1999, concerning the cash and non-cash compensation
earned by, or awarded to, the Chief Executive Officer and the other four most
highly compensated 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>
LONG-TERM
COMPENSATION
AWARDS
-----------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND --------------------------- STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(A)(B) OPTIONS(C) COMPENSATION(D)
- ------------------ ---- -------- -------- ---------------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Neil............... 1999 $409,860 $327,888 $ -- 22,900 $6,000
President and Chief 1998 379,500 303,600 -- 26,544 6,000
Executive Officer 1997 345,000 276,000 68,828 26,881 6,000
Marc W. Morgan............... 1999 $289,836 $199,070 $ -- 8,800 $6,000
Vice President & Co- 1998 265,650 171,344 -- 8,864 6,000
Chief Operating Officer 1997 253,000 177,000 38,720 3,584 6,000
Richard A. Ferguson.......... 1999 $289,836 $173,902 -- 9,200 $6,000
Vice President & Co- 1998 273,430 136,715 -- 9,124 6,000
Chief Operating Officer 1997(e) 195,308 52,082 -- 8,085 826
Richard A. Reis.............. 1999 $223,650 $156,555 -- 5,400 $6,000
Group Vice President 1998 210,000 101,446 -- 5,190 6,000
1997 200,000 70,000 -- 7,596 6,000
Robert B. Green.............. 1999 $227,168 $147,659 -- 7,000 $6,000
Group Vice President 1998 212,307 131,630 -- 7,017 6,000
1997 200,290 89,130 27,971 3,106 6,000
</TABLE>
- ---------------
(a) The aggregate number of restricted shares held by each Named Executive
Officer as of December 31, 1999 and the aggregate value of such restricted
shares based on the closing price of Class A Common Stock as of that date
($99.75 per share) are:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES VALUE AT 12/31/99
- ---- ---------------- -----------------
<S> <C> <C>
Robert F. Neil................................ 0 $0
Marc W. Morgan................................ 0 0
Richard A. Ferguson........................... 0 0
Richard A. Reis............................... 0 0
Robert B. Green............................... 0 0
</TABLE>
(b) 1997 restricted stock awards represent additional awards made on March 31,
to adjust for the use of an underestimated value of Cox Enterprises in
converting awards under Cox Enterprises' Unit Appreciation Plan to
restricted stock awards in 1996. These shares of restricted stock vested on
January 1, 1999. The numbers of shares of restricted stock awarded to Named
Executive Officers in 1997 were as follows: Mr. Neil: 3,317 shares; Mr.
Morgan: 1,866 shares; and Mr. Green: 1,348 shares.
(c) 1997 option awards include additional awards made to adjust for the use of
an underestimated value of Cox Enterprises in converting Unit Appreciation
Plan awards to option awards in 1996.
(d) Reflects amounts contributed to the Cox Enterprises, Inc. Savings and
Investment Plan and credited under the Cox Enterprises, Inc. Executive
Savings Plus Restoration Plan.
(e) Reflects compensation earned by Richard A. Ferguson from date of hire, April
1, 1997, through December 31, 1997.
8
<PAGE> 12
Long-Term Incentive Plan
The Cox Radio, Inc. Long-Term Incentive Plan (the "LTIP") provides for
various forms of equity-based incentive compensation with respect to Class A
Common Stock, including stock options, stock appreciation rights, stock bonuses,
restricted stock awards, performance units and phantom stock and awards
consisting of combinations of such incentives. The Compensation Committee of Cox
Radio administers the LTIP, and has the discretion to determine the type of
awards to be granted, when, if and to whom awards are granted, the number of
shares covered by each award and the terms and conditions of each award. The
Compensation Committee has delegated to a management committee the
administration of grants to eligible individuals who are not "insiders" for
purposes of reporting obligations under Section 16 of the Securities Exchange
Act of 1934. See "Security Ownership of Management."
The following table discloses for the Named Executive Officers information
regarding options granted under the LTIP during the fiscal year ended December
31, 1999:
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
PERCENT OF POTENTIAL REALIZABLE VALUE
TOTAL AT ASSUMED ANNUAL RATES
NUMBER OF OPTIONS OF STOCK PRICE
SECURITIES GRANTED APPRECIATION FOR
UNDERLYING TO EXERCISE OPTION TERM (B)
OPTIONS EMPLOYEES PRICE PER EXPIRATION ---------------------------
NAME GRANTED(A) IN 1999 SHARE DATE 5% 10%
- ---- ---------- ---------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Neil.................. 22,900 11.27% $41.750 01/01/2009 $601,270 $1,523,737
Marc W. Morgan.................. 8,800 4.33 41.750 01/01/2009 231,056 585,541
Richard A. Ferguson............. 9,200 4.53 41.750 01/01/2009 241,558 612,156
Richard A. Reis................. 5,400 2.66 41.750 01/01/2009 141,784 359,309
Robert B. Green................. 7,000 3.45 41.750 01/01/2009 183,794 465,771
</TABLE>
- ---------------
(a) Stock options become exercisable over a five year period, with 60% becoming
exercisable three years from the date of grant and an additional 20%
becoming exercisable in each of the next two years thereafter. In addition,
all options become immediately and fully exercisable if, no sooner than six
months after the date of grant of the option, the stock price achieves, and
maintains for a period of 10 consecutive trading days, a level equal to or
greater than 140% of the option exercise price. Due to the performance of
Cox Radio's stock price, all options issued in 1999 have vested.
(b) The dollar amount under the columns are the 5% and 10% rates of appreciation
prescribed by the Securities and Exchange Commission. The 5% and 10% rates
of appreciation would result in per share prices of $68.0064 and $108.2887,
respectively. Cox Radio expresses no opinion regarding whether this level of
appreciation will be realized and expressly disclaims any representation to
that effect.
9
<PAGE> 13
The following table sets forth information related to the number and value
of options held at December 31, 1999 by the Named Executive Officers, two of
whom exercised options in 1999:
1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN THE
SHARES UNDERLYING UNEXERCISED MONEY OPTIONS/SARS AT
ACQUIRED OPTIONS AT DECEMBER 31, 1999 DECEMBER 31, 1999(A)
ON VALUE ---------------------------- ---------------------------
NAME EXERCISE RECEIVED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Neil.............. 0 $ 0 127,230 0 $9,236,149 $0
Marc W. Morgan.............. 3,050 88,698 72,084 0 5,452,200 0
Richard A. Ferguson......... 8,085 157,152 18,324 0 1,077,333 0
Richard A. Reis............. 0 0 18,186 0 1,187,444 0
Robert B. Green............. 0 0 63,822 0 4,863,837 0
</TABLE>
- ---------------
(a) The exercisable value represents the value of the exercisable shares times
the difference between the closing price on December 31, 1999 of $99.75 per
share and the exercise price of $18.50 per share for all 1996 options;
$17.312 per share for all 1/1/97 options; $20.75 per share for all 3/31/97
options; $25.375 per share for all 6/18/97 options; $40.1563 for all 1998
options, and $41.75 for all 1999 options.
Retirement Plans
Cox Enterprises, Inc. Pension Plan. The Cox Enterprises, Inc. Pension Plan
(the "Pension Plan") is a tax-qualified defined benefit pension plan. The
Pension Plan covers all eligible employees of Cox Enterprises and any of its
affiliates who have adopted the Plan (including certain of the Named Executive
Officers). No employee whose employment commenced after January 1, 1997,
including former NewCity employees, is eligible for participation under the
Pension Plan. The Pension Plan is funded through a tax-exempt trust, into which
contributions are made as necessary based on an actuarial funding analysis.
The Pension 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 Pension 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 is a
non-qualified defined benefit pension plan providing supplemental retirement
benefits to certain management employees of Cox Enterprises and certain of its
affiliates (including certain of the Named Executive Officers). The Executive
Supplemental Plan is administered by the Management Committee of Cox Enterprises
whose members are appointed by the Cox Enterprises Board of Directors. Such
committee designates management employees to participate in the Executive
Supplemental Plan. No management employee hired from NewCity participates in the
Executive Supplemental Plan.
The Executive Supplemental Plan monthly benefit formula, payable at normal
retirement, is 2.5% of a participant's average compensation, as calculated in
the Executive Supplemental Plan, multiplied by the participant's years of
benefit service credited under the Executive Supplemental Plan. 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 Executive Supplemental Plan are reduced by benefits payable to
the participant under the Pension Plan. Participants may elect from several
optional forms of benefit distributions.
The Executive Supplemental Plan is not funded currently by Cox Enterprises.
Cox Radio will make annual payments to Cox Enterprises arising from its
employees' participation in this plan as benefits are paid to Cox Radio
employees under the Executive Supplemental Plan. However, all payments of
current and future benefits due to Cox Radio employees will be made from the
general funds of Cox Enterprises.
10
<PAGE> 14
The following table provides estimates of annual retirement income benefits
payable to certain executives under the Pension Plan and the Executive
Supplemental Plan:
PENSION PLAN AND EXECUTIVE SUPPLEMENTAL 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 participating in the plan have been credited
with the following years of benefit service: Mr. Neil, 13 years; Mr. Morgan, 15
years; and Mr. Green, 9 years. The Pension Plan and the Executive Supplemental
Plan define "compensation" generally to include all remuneration to an employee
for services rendered, including base pay, bonuses, special forms of pay and
certain employee deferrals. Certain forms of additional compensation, including
severance, moving expenses, extraordinary bonuses, long-term incentive
compensation and contributions to employee benefit plans, are excluded from the
definition of compensation. The Pension Plan credits compensation only up to the
limit of covered compensation under Section 401(a)(17) of the Internal Revenue
Code; the Executive Supplemental Plan does not impose this limit on covered
compensation. The definition of "covered compensation" under the Pension Plan
and the Executive Supplemental Plan, in the aggregate, is not substantially
different from the amount reflected in the Annual Compensation column of the
Summary Compensation Table set forth above. The estimates of annual retirement
benefits reflected in such table are based on payment in the form of a
straight-life annuity and are determined after offsetting benefits payable from
Social Security as provided under the terms of the Pension Plan and the
Executive Supplemental Plan.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors determines the
compensation of the executive officers of Cox Radio. The Compensation Committee
currently consists of Paul M. Hughes and Ernest D. Fears, Jr., both of whom are
independent directors.
11
<PAGE> 15
Performance Graph
The following graph compares for the period beginning on September 26,
1996, the date Cox Radio's registration statement became effective and Cox
Radio's initial public offering was priced at $18.50, and ending on December 31,
1999, the cumulative total return on Cox Radio's Class A Common Stock to the
cumulative total returns on the Standard & Poor's 500 Stock Index and on an
index consisting of certain peer radio broadcasting companies with which Cox
Radio competes (the "Peer Group Index"). The Peer Group Index is comprised of
common stock of AMFM, Inc., Clear Channel Communications Inc., and Emmis
Broadcasting Corporation and is weighted for the respective market
capitalization of each company. The Peer Group Index has been modified from the
Peer Group Index used for Cox Radio's 1999 Proxy Statement due to industry
consolidation. The comparison assumes $100 was invested on September 26, 1996 in
Cox Radio's Class A Common Stock and in each of the foregoing indices and that
all dividends were reinvested.
<TABLE>
<CAPTION>
CXR S&P 500 PEER GROUP
--- ------- ----------
<S> <C> <C> <C>
9/26/96 100.00 100.00 100.00
12/31/96 94.59 108.57 83.80
6/30/97 138.51 130.95 143.46
12/31/97 217.55 144.80 201.99
6/30/98 233.77 170.45 271.27
12/31/98 228.37 186.18 266.54
6/30/99 293.22 209.23 325.25
12/31/99 539.15 225.36 454.71
</TABLE>
12
<PAGE> 16
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION POLICIES
The Compensation Committee administers compensation for executive officers.
Cox Radio has developed a policy on executive compensation which is described in
this report. This policy formed the basis of compensation decisions made by the
Committee for 1999. This policy reflects Cox Radio's belief that stockholders
are served well by executive pay programs that are competitive with industry
standards, variable with annual performance, and focused on stockholder value.
In developing compensation plans and setting compensation levels, Cox Radio
reviews competitive compensation data provided in the Towers Perrin Media
Industry Survey. This survey allows the Company to examine compensation levels
at companies with which Cox Radio competes for talent in the marketplace. Where
necessary, survey information is supplemented by proxy statement analysis.
EXECUTIVE OFFICERS' COMPENSATION
The total compensation of executive officers consists of three components:
- base salary;
- annual incentive compensation; and
- long-term incentive awards.
The philosophy of the Committee is that a substantial portion of total
compensation should be at risk, based on Cox Radio's financial and operational
performance. The at-risk components of total compensation are progressively
greater for higher level positions.
BASE SALARY
Base salary is designed to provide meaningful levels of compensation to
executives, while helping Cox Radio manage its fixed costs. Salaries for top
executives are determined annually, and are based on:
- job scope and responsibilities;
- length of service;
- corporate, unit and individual performance;
- competitive rates for similar positions as indicated by the Towers Perrin
Media Industry Survey; and
- subjective factors.
In general, executive base salaries are targeted to the 75th percentile of
the competitive data. The 1999 base salaries for the Named Executive Officers
were approximately at the targeted 75th percentile of the competitive data.
ANNUAL INCENTIVE COMPENSATION
Short-term incentives for 1999 were provided for executive officers under
the "Annual Incentive Program." Participation in the Annual Incentive Program is
limited to a group of senior managers, including the Named Executive Officers,
who have a material impact on Cox Radio's performance. Awards earned under the
Program are contingent upon employment with Cox Radio through the end of the
year, except for payments made in the event of death, retirement or disability,
or in the event of a change in control.
Payouts under the Annual Incentive program are determined based on:
- annual base salary;
- a specific percentage of base salary, which increases for higher level
positions commensurate with the greater percentage of compensation at
risk for those with greater responsibilities; and
13
<PAGE> 17
- actual performance in the areas of operating cash flow, station ratings,
station revenue share and other individual objectives.
In addition, the participant's contribution to results during the year is
considered, and a discretionary award in the form of restricted stock may be
made.
Awards under the Annual Incentive Program are based on the achievement of
goals relating to performance in the fiscal year. Objective performance goals
are set to represent a range of performance, with the level of the associated
incentive award varying with different levels of performance achievement. The
"minimum" goal is set to reflect the minimum acceptable levels of performance
which will warrant payment of incentive awards. The "maximum" goal reflects an
ambitious level of performance which would only be attainable in an outstanding
year.
LONG-TERM INCENTIVE COMPENSATION
Long-term incentive awards typically are granted annually to provide
executive officers with a competitive long-term incentive opportunity and an
identity of interest with Cox Radio. Long-term incentives generally are provided
through annual grants of nonqualified stock options under the Long-Term
Incentive Plan (LTIP). A stock option permits the holder to buy Cox Radio stock
at a specific price during a specific period of time. As the price of Cox Radio
stock rises, the option increases in value. The intent of such awards is to
provide the recipient with an incentive to perform at levels that will result in
better Cox Radio performance and enhanced stock value. In general, stock option
awards will be issued annually with an exercise price equal to the market price
of Cox Radio's Class A Common Stock at the time of award.
All options issued in 1997, 1998 and 1999 have a ten-year term. To
encourage continued employment with Cox Radio, these options were designed to
vest over a five-year period, with 60% becoming exercisable three years after
the date of grant and an additional 20% becoming exercisable in each of the next
two years. However, no sooner than six months after the grant date of the
options, if the stock price achieves, and for a period of ten consecutive
trading days is maintained at, a level equal to or greater than 140% of the
price on the grant date, vesting would accelerate and these options would become
fully exercisable. Due to the performance of Cox Radio's stock price, all
options issued in 1997, 1998 and 1999 have vested.
To ensure that executive officers and key management employees retain
significant holdings in Cox Radio, the Committee encourages them to own Cox
Radio stock with a value equal to one to three times their base salary,
depending upon their position. For purposes of these guidelines, an employee's
holdings include Cox Radio's Class A Common Stock (excluding restricted stock
and shares subject to unexercised options) and Cox Enterprises, Inc.'s common
stock received as awards under the Cox Enterprises, Inc. Unit Appreciation Plan.
CHIEF EXECUTIVE OFFICER COMPENSATION
The executive compensation policy described above was applied in
establishing Mr. Neil's compensation for 1999. Mr. Neil participated in the same
executive compensation plans available to Cox Radio's other executive officers.
In 1999, Mr. Neil had a base salary of $409,860. On the basis of Cox
Radio's performance versus established goals, and Mr. Neil's individual
performance, the Board of Directors determined that an annual bonus of $327,888
had been earned for 1999. Effective January 1, 1999, Mr. Neil was granted
long-term incentive awards under the LTIP in the form of options for 22,900
shares of Class A Common Stock.
14
<PAGE> 18
TAX DEDUCTIBILITY CONSIDERATIONS
Section 162(m) of the Internal Revenue Code limits the deductibility of
compensation in excess of $1 million paid to the executive officers named in
this proxy statement, unless certain requirements are met. It is the present
intention of the Compensation Committee of Cox Radio to preserve the
deductibility of compensation under Section 162(m) to the extent the Committee
believes that doing so would be consistent with the best interests of
stockholders. As such, long-term incentive compensation awards, particularly
stock option awards, generally are designed to meet the requirements for
deductibility under Section 162(m).
Ernest D. Fears, Jr.
Paul M. Hughes
CERTAIN TRANSACTIONS
Cox Radio has entered into a revolving credit facility with Cox
Enterprises. Borrowings under the credit facility accrue interest at Cox
Enterprises' commercial paper rate plus .4%.
Cox Enterprises performs day-to-day cash management services for Cox Radio,
whereby Cox Enterprises receives daily notification of Cox Radio's checks
presented for payment and transfers funds from other sources to cover such
checks. Settlements of debit or credit balances between Cox Radio and Cox
Enterprises occur monthly at market interest rates. Certain other management
services have been and will continue to be provided to Cox Radio by Cox
Enterprises. Such services include rent, legal, corporate secretarial, tax,
treasury, internal audit, risk management, purchasing and materials management,
benefits (including pension plan) administration and other support services. Cox
Radio was allocated expenses for the years ended December 31, 1997, 1998, and
1999 of $2.2 million, $2.5 million, and $2.7 million, respectively, for such
services. Allocated expenses are based on Cox Enterprises' estimate of expenses
related to the services provided to Cox Radio in relation to those provided to
other divisions of Cox Enterprises. Rent and occupancy expense is allocated
based on occupied space. We believe 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. We have 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 Cox
Enterprises are subject to change. In addition, Cox Interactive Media, Inc., a
wholly-owned subsidiary of Cox Enterprises, has designed, developed and operated
Internet sites and other similar facilities for Cox Radio.
Cox Radio was included in the Cox Enterprises consolidated federal income
tax return for periods ended on or prior to October 2, 1996. Cox Radio has been
and will continue to be included in certain state income tax returns of Cox
Enterprises (or other Cox Enterprises subsidiaries) so long as such inclusion is
advantageous to both Cox Enterprises and Cox Radio, and is permitted under
applicable laws and regulations. Cox Radio has entered into a tax sharing
agreement with Cox Enterprises to, among other things, provide for allocation of
current income tax expenses and benefits to Cox Radio based on the current tax
year effects of the inclusion of its income, expenses and credits in the
consolidated or combined income tax returns of Cox Enterprises and subsidiaries.
Subsidiaries of Cox Radio have entered into leases with Cox Broadcasting
with respect to studio and tower site properties in Atlanta, Georgia and Dayton,
Ohio that are used for Cox Radio's radio operations and Cox Enterprises'
television operations in those markets. The leases have one year terms and the
annual rental cost in the aggregate will be less than $0.5 million.
Certain employees of Cox Radio were awarded equity-based interests in
CIMCities, LLC ("CIMCities"), a wholly-owned indirect subsidiary of Cox
Enterprises which produces, operates, maintains and promotes a network of local
sites on the Internet, under the CIMCities, LLC Long-Term Incentive Plan. These
interests are subject to certain restrictions pertaining to exercisability and
transferability and account for approximately 2.1% percent of the aggregate
outstanding number of units of CIMCities as of February 29, 2000.
15
<PAGE> 19
SELECTION OF INDEPENDENT AUDITORS
(PROPOSAL NO. 2)
The Board of Directors has selected the firm of Deloitte & Touche LLP,
independent certified public accountants, as our independent auditors for the
year ending December 31, 2000. Deloitte & Touche LLP audited our financial
statements for the fiscal years ended December 31, 1997, December 31, 1998, and
December 31, 1999. Deloitte & Touche LLP (or one of its predecessors) has
audited the financial statements of Cox Enterprises for many years.
Ratification of this appointment shall be effective upon receiving the
affirmative vote of the holders of a majority of the voting power of Cox Radio's
Class A Common Stock and Class B Common Stock, voting together as a single
class, present or represented by proxy and entitled to vote at the Annual
Meeting.
A representative of Deloitte & Touche LLP will be present at the Annual
Meeting, will be offered the opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate questions. In
the event the appointment is not ratified, the Board of Directors will consider
the appointment of other independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
ADOPTION OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED
CLASS A COMMON STOCK, CLASS B COMMON STOCK
AND PREFERRED STOCK
(PROPOSAL NO. 3)
Currently our authorized capital consists of 70,000,000 shares of Class A
Common Stock, 45,000,000 shares of Class B Common Stock and 5,000,000 shares of
Preferred Stock. The Board of Directors recommends that our Certificate of
Incorporation be amended to increase the authorized number of shares of Class A
Common Stock by 140,000,000 shares, the authorized number of shares of Class B
Common Stock by 90,000,000 shares and the authorized number of shares of
Preferred Stock by 10,000,000 shares. If the holders of a majority of the voting
power of the Class A Common Stock and the Class B Common Stock, voting together
as a single class approve the proposed increases, our authorized capital stock
will consist of 210,000,000 shares of Class A Common Stock, 135,000,000 shares
of Class B Common Stock and 15,000,000 shares of Preferred Stock.
The Board of Directors considers it in the best interest of Cox Radio and
its stockholders for each class to adopt the proposed increases. The additional
authorized capital stock will be available for stock dividends or splits, grants
under our employee stock option or other benefit plans, future transactions such
as acquisitions of other businesses or properties, selling stock to raise
additional capital and for other general corporate purposes. However, we have no
specific plan or arrangement for the issuance of stock of any class, other than
the stock split described in Proposal No. 4 below and the issuance of stock of
all classes from time to time under our employee stock option and other benefit
plans. Any issuance of stock by us will be made in accordance with applicable
law, including the rules of the New York Stock Exchange and the provisions of
our Certificate of Incorporation.
The affirmative vote of a majority of the voting power of the Class A
Common Stock and the Class B Common Stock, voting together as a single class,
present at the meeting in person or by proxy and entitled to vote, is required
to approve this proposal. The increase in the number of authorized shares of
Class A Common Stock, Class B Common Stock and Preferred Stock (together with
the proposed three-for-one stock split) may be abandoned after the requisite
approval of the stockholders if the Board of Directors determines that the
increase in the number of authorized shares and the three for-one-stock split
are no longer in the best interests of Cox Radio and its stockholders. The Board
will make such determination based on prevailing market conditions, on the
likely effect on the market price of the Class A Common Stock, and on other
16
<PAGE> 20
relevant factors. If the amendment is not effected, the Board will take action
to abandon the amendment pursuant to Section 242(c) of the Delaware General
Corporation Law.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
ADOPTION OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
A THREE-FOR-ONE STOCK SPLIT OF THE CLASS A COMMON STOCK
AND THE CLASS B COMMON STOCK
(PROPOSAL NO. 4)
You are asked to act upon a proposal to approve the Board of Director's
proposal to amend Cox Radio's Certificate of Incorporation to effect a 3-for-1
stock split of the Class A Common Stock and the Class B Common Stock. If
approved, the stock split would result in a decrease in the par value of each
share, including shares of the Preferred Stock (authorized, with no shares
presently outstanding), from $1.00 to $0.33. The Board of Directors has approved
the stock split and directed that this proposal to approve the amendment to our
Certificate of Incorporation to effect the stock split be submitted to you for
consideration.
If this proposal is approved by the stockholders at the Annual Meeting, the
stock split would be payable on May 19, 2000 for stockholders of record on May
12, 2000, unless the Board of Directors determines that the stock split and the
increase in the number of authorized shares of Class A Common Stock, Class B
Common Stock and Preferred Stock are no longer in the best interests of Cox
Radio and its stockholders. The Board will make such determination based on
prevailing market conditions, on the likely effect on the market price of the
Class A Common Stock, and on other relevant factors. If the amendment is not
effected, the Board will take action to abandon the amendment pursuant to
Section 242(c) of the Delaware General Corporation Law.
The Board of Directors has proposed the stock split because it believes
that the stock split is in the best long-term and short-term interests of Cox
Radio and its stockholders. The increase in the number of outstanding shares of
Class A Common Stock and the lower market price per share resulting from the
stock split is expected to broaden the market for, and improve the marketability
of, the Class A Common Stock and increase the number of stockholders of Cox
Radio. Although the impact on the market price of shares of Class A Common Stock
cannot be predicted with certainty, it is likely that the stock split would
initially result in the market price of each share of Class A Common Stock being
approximately one-third of the price previously prevailing, and that the
aggregate market price for all shares of Class A Common Stock held at the
effective time of the stock split by a particular stockholder should remain
approximately the same. You should be aware, however, that brokerage charges and
any applicable transfer taxes on sales and transfers of shares may be higher
after the stock split on the same relative interest in Cox Radio because that
interest would be represented by a greater number of shares. Since the shares of
Class B Common Stock are convertible into shares of Class A Common Stock on a
one-for-one basis, we consider it appropriate and fair to effect a 3-for-1 split
with respect to both of the outstanding classes of our capital stock.
In order to give effect to the stock split, we will triple the number of
shares of capital stock reserved for issuance under the LTIP, the Directors'
Restricted Stock Plan, and the 1999 Employee Stock Purchase Plan.
Our Class A Common Stock is listed for trading on the New York Stock
Exchange. The new shares of Class A Common Stock to be issued as a result of the
stock split will be included in our listing on the New York Stock Exchange.
Consummation of the stock split will have no material federal tax consequences
to stockholders.
Proportionate voting rights and other rights of stockholders would not be
altered by the stock split.
The affirmative vote of a majority of the voting power of the Class A
Common Stock and the Class B Common Stock, voting together as a single class,
present at the meeting in person or by proxy, and entitled to vote, is required
to approve this stock split. Additionally, an affirmative vote of the holders of
a majority of the outstanding shares of the Class A Common Stock and the Class B
Common Stock, each voting separately as a class, is required to effect the stock
split in such class. If either class does not approve the three-for-one stock
17
<PAGE> 21
split for that class and all stockholders voting as a single class do approve
the stock split generally, then the stock split can be effected only for the
approving class.
If the stock split is approved by any class or both classes and the Board
decides to effect the stock split, commencing on May 19, 2000, our transfer
agent will mail stockholders of record on May 12, 2000 a certificate
representing the number of shares of capital stock that, when aggregated with
such stockholder's present number of shares, will equal the proportionate
increase in the number of shares held by the stockholder on the effective date
of the stock split, except that if you hold your shares in book-entry form on
the transfer agent's books (e.g., most shares acquired through employee plans),
the transfer agent will post the new shares to your account and mail you a
confirmation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
OTHER MATTERS
Management does not know of any other matters to be considered at the
Annual Meeting. If any other matters do properly come before the meeting,
persons named in the accompanying form of proxy intend to vote thereon in
accordance with their best judgment, and the discretionary authority to do so is
included in the Proxy.
ANNUAL REPORT ON FORM 10-K
Cox Radio's Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission, is enclosed with this proxy statement.
TRANSFER AGENT AND REGISTRAR
Cox Radio's transfer agent and registrar is First Chicago Trust Company of
New York, a division of EquiServe LLP, 525 Washington Blvd., Suite 4694, Jersey
City, New Jersey 07310.
SUBMISSION OF STOCKHOLDER PROPOSALS
It is anticipated that the 2001 Annual Meeting of Stockholders of Cox Radio
will be held in May 2001. Any stockholders who intend to present proposals at
the 2001 Annual Meeting of Stockholders, and who wish to have such proposals
included in Cox Radio's Proxy Statement for the 2001 Annual Meeting, must ensure
that such proposals are received by the Corporate Secretary of Cox Radio not
later than November 24, 2000. Such proposals must meet the requirements set
forth in the rules and regulations of the Securities and Exchange Commission in
order to be eligible for inclusion in Cox Radio's 2001 proxy materials. Any
stockholder proposal that a stockholder intends to present at the 2001 Annual
Meeting, other than through inclusion in the proxy materials, must be received
at least 30 (but not more than 60) days prior to the scheduled date of the 2001
Annual Meeting.
By Order of the Board of Directors,
/s/Andrew A. Merdek
Andrew A. Merdek
Corporate Secretary
Atlanta, Georgia
March 24, 2000
18
<PAGE> 22
(COX RADIO INC. LOGO)
<PAGE> 23
COX RADIO, INC. (LOGO)
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COX RADIO, INC. FOR
ANNUAL MEETING ON MAY 11, 2000
The undersigned hereby appoints Robert F. Neil, Andrew A. Merdek and
Maritza C. Pichon, or any of them, and any substitute or substitutes, to be the
attorneys and proxies of the undersigned at the Annual Meeting of Stockholders
of Cox Radio, Inc. ("Cox Radio") to be held at 9:30 a.m. local time on
Thursday, May 11, 2000, at Corporate Headquarters at 1400 Lake Hearn Drive,
N.E., Atlanta, Georgia, or at any adjournment thereof, and to vote at such
meeting the shares of stock of Cox Radio the undersigned held of record on the
books of Cox Radio on March 14, 2000, the record date for the meeting. The
undersigned hereby revokes any previous proxies with respect to the matters
covered by this proxy.
<TABLE>
<CAPTION>
(change of address/comments)
<S> <C>
ELECTION OF DIRECTORS,
NOMINEES:
1. David E. Easterly, -----------------------------------
2. Ernest D. Fears, Jr., -----------------------------------
3. Richard A. Ferguson, -----------------------------------
4. Paul M. Hughes, -----------------------------------
5. James C. Kennedy, -----------------------------------
6. Marc W. Morgan, -----------------------------------
7. Robert F. Neil, -----------------------------------
8. Nicholas D. Trigony -----------------------------------
</TABLE>
INDEPENDENT AUDITORS: (If you have written in the above
Deloitte & Touche LLP space, please mark the corresponding
box on the reverse side of this card)
You are encouraged to specify your choices by marking the appropriate
boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The proxies cannot
vote your shares unless you sign and return this card or vote by telephone or
Internet.
SEE REVERSE SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 24
[x] Please mark your votes as in this example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR proposals
1, 2, 3 and 4.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
WITH- AB-
FOR HELD FOR AGAINST STAIN
<S> <C> <C> <C> <C> <C> <C>
1. Election [ ] [ ] 2. Ratification [ ] [ ] [ ]
of of
Directors. appointment
(see of
reverse) independent
auditors.
For, except vote 3. Amendment to [ ] [ ] [ ]
withheld the Certificate
from the following of
nominee(s): Incorporation
to increase the
number of
authorized
shares
4. Amendment to [ ] [ ] [ ]
the Certificate
of
Incorporation
to effect a 3-
for-1 stock
split
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
5. In the Change of [ ]
discretion of Address
the proxies Comments
named on Reverse
herein, the Side
proxies are
authorized to
vote
upon other I plan to [ ]
matters as attend
are properly the meeting.
brought
before the
meeting.
</TABLE>
- ----------- All as more particularly described in the Proxy
Statement relating to such meeting, receipt of
which is hereby acknowledged.
Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
-----------------------------------------------
-----------------------------------------------
SIGNATURE(S) DATE
<PAGE> 25
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
(COX RADIO LOGO)
VOTE BY TELEPHONE OR INTERNET
QUICK * EASY * IMMEDIATE
Cox Radio, Inc. encourages you to take advantage of two cost-effective and
convenient ways to vote your shares.
You may vote your proxy 24 hours a day, 7 days a week, using either a
touch-tone telephone or through the Internet. Your telephone or Internet vote
must be received by 8:00 a.m. Eastern time on May 11, 2000.
Your telephone or Internet vote authorizes the proxies named on the above proxy
card to vote your shares in the same manner as if you marked, signed, and
returned your proxy card.
VOTE BY PHONE: ON A TOUCH-TONE TELEPHONE DIAL 1-877-PRX-VOTE (1-877-779-8683)
FROM THE U.S. AND CANADA OR DIAL 1-201-536-8073 FROM OTHER
COUNTRIES. You will be asked to enter the Voter Control Number
located in the box just below the perforation on the proxy
card. Then follow the instructions.
OR
VOTE BY INTERNET: POINT YOUR BROWSER TO THE WEB ADDRESS:
http://www.eproxyvote.com/cxr Click on the "Vote Your Proxy"
Icon. You will be asked to enter the Voter Control Number
located in the box just below the perforation on the proxy
card. Then follow the instructions.
OR
VOTE BY MAIL: Mark, sign and date your proxy card and return it in the
postage-paid envelope. If you are voting by telephone or the
Internet, please do not mail your proxy card.
