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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 11-K
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/x/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (No Fee Required)
For the Fiscal Year Ended December 31, 1999
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 333-
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Cox Radio, Inc.
1999 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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<PAGE>
ITEMS 1 AND 2
FINANCIAL STATEMENTS
Page Number
In This Report
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Independent Auditors' Report 4
Statement of Net Assets Available for Benefits
December 31, 1999 5
Statement of Changes in Net Assets from
August 2, 1999 (Inception) to December 31, 1999 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.
1999 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Andrew A. Merdek
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Andrew A. Merdek
COX RADIO, INC.
Corporate Secretary
Dated: March 27, 2000
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INDEPENDENT AUDITORS' REPORT
Sponsor and Participants
Cox Radio, Inc.
1999 Employee Stock Purchase Plan:
We have audited the accompanying statement of net assets available for benefits
of the Cox Radio, Inc. 1999 Employee Stock Purchase Plan (the "Plan") as of
December 31, 1999 and the related statement of changes in net assets available
for benefits for the period from August 2, 1999 (Inception) to December 31,
1999. 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 audit.
We conducted our audit 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 audit provides 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 as of
December 31, 1999 and the changes in net assets available for benefits for the
period from August 2, 1999 (Inception) to December 31, 1999 in conformity with
generally accepted accounting principles.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Atlanta, Georgia
March 29, 2000
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COX RADIO, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSET 1999
Receivable from Plan Sponsor $417,981
LIABILITY
Distribution due to Plan participants (417,981)
--------
Net assets available for benefits $ --
========
See notes to financial statements.
</TABLE>
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COX RADIO, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<S> <C>
Period from
August 2, 1999
(Inception) to
December 31, 1999
ADDITION TO NET ASSETS ATTRIBUTED TO -
Employee contributions $418,507
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals from Plan (526)
Distributions due to active Plan participants (417,981)
---------
CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS --
NET ASSETS AVAILABLE FOR BENEFITS -
Beginning of period --
---------
End of Period $ --
=========
See notes to financial statements.
</TABLE>
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<PAGE>
COX RADIO, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND FOR THE PERIOD AUGUST 2, 1999 (INCEPTION) TO
DECEMBER 31, 1999
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1. DESCRIPTION OF PLAN
The Cox Radio, Inc. 1999 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 1999 to allow eligible employees to purchase Plan Sponsor stock (up
to 250,000 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 February 1, 1999 or any employee who was
employed by a radio station acquired by the Plan Sponsor on or before
August 1, 1999 is eligible to participate in the Plan. 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 fair market value of the Plan
Sponsor's stock during the ten trading days ended August 2, 1999, which
equaled $48.15. Fair market value means the closing prices per share as
reflected by composite transactions on the New York Stock Exchange.
Employees subscribed to a total of 76,431 shares, which were converted to a
dollar equivalent and are being withheld from employees' paychecks from
October 1, 1999 to October 31, 2001. Unless an employee has previously
withdrawn from the Plan, shares will be purchased on November 1, 2001 based
on contributions to date. Employee payroll deductions under the Plan are
commingled with the general funds amounts 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 October 1, 1999 to October 31, 2001. 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 Compensation Committee of the Board of
Directors of the Plan Sponsor 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.
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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 November 1, 2001.
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.
4. SUBSEQUENT EVENT
On February 7, 2000, Cox Radio announced that its Board of Directors
approved a three-for-one stock split which could be effected promptly
following Cox Radio's May 11, 2000 Annual Meeting of Stockholders. Because
approval is pending, financial information contained elsewhere in the
financial statements has not been adjusted to reflect the impact of the
proposed stock split. Pro forma share and per share amounts after giving
effect to the three-for-one stock split are presented below:
<TABLE>
<S> <C>
Aggregate Shares Available for Purchase Under the Plan 750,000
Shares Subscribed by Plan Participants 229,293
Purchase Price Per Share $19.05
</TABLE>
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-87193 of Cox Radio, Inc. on Form S-8 of our report dated March 29, 2000,
appearing in this Annual Report on Form 11-K of Cox Radio Inc. 1999 Employee
Stock Purchase Plan for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Atlanta, Georgia
March 30, 2000
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