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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 11-K
_______________
/x/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (Fee Required)
For the Fiscal Year Ended December 31, 1996
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 Communications, 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 Communications, 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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<S> <C>
Independent Auditors' Report 4
Statements of Net Assets Available for Benefits
December 31, 1996 and December 31, 1995 5
Statements of Changes in Net Assets for the year ended
December 31, 1996 and for the period from August 1, 1995
to December 31, 1995 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 COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Andrew A. Merdek Date: 3/26/97
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Andrew A. Merdek
COX COMMUNICATIONS, INC.
Corporate Secretary
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INDEPENDENT AUDITORS' REPORT
Sponsor and Participants
Cox Communications, Inc.
Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets available for benefits
of the Cox Communications, Inc. Employee Stock Purchase Plan (the "Plan") as of
December 31, 1996 and 1995 and the related statements of changes in net assets
available for benefits for the year ended December 31, 1996 and the period from
August 1, 1995 (inception) to December 31, 1995. 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, 1996 and 1995 and the changes in net assets available for benefits
for the year ended December 31, 1996 and the period from August 1, 1995
(inception) to December 31, 1995 in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
- ------------------------------
Deloitte & Touche LLP
Altanta, Georgia
March 7, 1997
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COX COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
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<CAPTION>
1996 1995
<S> <C> <C>
ASSET:
RECEIVABLE FROM PLAN SPONSOR $5,859,094 $2,011,363
LIABILITY:
DISTRIBUTION DUE TO PLAN PARTICIPANTS 5,859,094 2,011,363
NET ASSETS $ - $ -
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</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
5
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COX COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERIOD FROM
AUGUST
YEAR ENDED 1, 1995
DECEMBER (INCEPTION) TO
31, 1996 DECEMBER 31, 1995
<S> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
EMPLOYEE CONTRIBUTIONS $4,401,703 $2,039,712
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
WITHDRAWALS FROM PLAN 553,972 28,349
DISTRIBUTIONS DUE TO ACTIVE PLAN PARTICIPANTS 3,847,731 2,011,363
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CHANGE IN NET ASSETS - -
NET ASSETS:
Beginning of period - -
--------- -----------
End of period $ - $ -
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</TABLE>
See notes to financial statements.
6
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COX COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1995 AND
FOR THE YEAR ENDED DECEMBER 31, 1996 AND
THE PERIOD FROM AUGUST 1, 1995 (INCEPTION) TO DECEMBER 31, 1995
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1. DESCRIPTION OF PLAN
The Cox Communications, 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 Communications, Inc. (the "Plan
Sponsor") during 1995 to allow eligible employees to purchase Plan Sponsor
stock (up to 750,000 shares in the aggregate) at a discounted price. Eligible
employees are employees who work 20 hours or more per week with at least six
months of service as of June 1, 1995. The purchase price was determined as
90% of the average price of the Plan Sponsor stock on June 1, 1995, which
equals $14.57. Employees subscribed to a certain number of shares which are
converted to a dollar equivalent and withheld from employees' paychecks from
August 1, 1995 to August 31, 1997. Unless an employee has previously
withdrawn from the Plan, shares will be purchased on August 31, 1997 based on
contributions to date. Employee payroll deductions under the Plan are
included with the general funds of the Plan Sponsor and are subject to the
creditors of the Plan Sponsor.
Contributions - Contributions to the Plan are made by the participants based
on the amount of participant elections. Contributions to the Plan are
commingled with the general assets of the Plan Sponsor. Participants'
contributions are limited to $12,500 during the purchase period from August
1, 1995 to August 31, 1997. Contributions are 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 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 all cash amounts withheld from his or her
paychecks.
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 August 31, 1997.
7
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The receivable from the Plan Sponsor represents accumulated payroll deductions
less amounts disbursed for withdrawals. These payroll deductions are included
with the general funds of the Plan Sponsor.
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 pay do not reduce the amount of his or her income for tax purposes.
8
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
93148 of Cox Communications, Inc. on Form S-8 of our report dated March 7, 1997,
appearing in this Annual Report on Form 11-K of Cox Communications, Inc.
Employee Stock Purchase Plan for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Atlanta, Georgia
March 28, 1997
9
