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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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/x/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (Fee Required)
For the Fiscal Year Ended December 31, 1998
OR
/ / Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)
For the transition period from to
Commission file number 33-
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Cox Communications, Inc.
1997 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
Page Number
In This Report
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Independent Auditors' Report 4
Statement of Net Assets Available for Benefits
December 31, 1998 5
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1998 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.
1997 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Andrew A. Merdek Date: 3/30/99
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Andrew A. Merdek
COX COMMUNICATIONS, INC.
Corporate Secretary
Dated: March 30, 1999
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INDEPENDENT AUDITORS' REPORT
Sponsor and Participants
Cox Communications, Inc.
1997 Employee Stock Purchase Plan:
We have audited the accompanying statement of net assets available for benefits
of the Cox Communications, Inc. 1997 Employee Stock Purchase Plan (the "Plan")
as of December 31, 1998 and the related statements of changes in net assets
available for benefits for the year then ended. 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 at
December 31, 1998 and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
Atlanta, Georgia
March 29, 1999
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COX COMMUNICATIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
1998
<S> <C>
ASSET:
Receivable from Plan Sponsor $5,902,025
LIABILITY:
Distribution due to Plan participants (5,902,025)
Net assets available for benefits $ -
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</TABLE>
See notes to financial statements.
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COX COMMUNICATIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
1998
<S> <C>
ADDITION TO NET ASSETS
ATTRIBUTED TO -
EMPLOYEE CONTRIBUTIONS $6,240,586
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
WITHDRAWALS FROM PLAN (338,561)
DISTRIBUTIONS DUE TO ACTIVE PLAN PARTICIPANTS (5,902,025)
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CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period -
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End of period $ -
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See notes to financial statements.
</TABLE>
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COX COMMUNICATIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1998
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1. DESCRIPTION OF PLAN
The Cox Communications, Inc. 1997 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 1997 to allow eligible employees to purchase Plan Sponsor
stock (up to 1,250,000 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 October 31,1997. The purchase price
was determined as 85% of the average price of the Plan Sponsor stock on
October 31, 1997, which equaled $26.08. Employees subscribed to a total of
558,001 shares which were converted to a dollar equivalent and are being
withheld from employees' paychecks from January 1, 1998 to January 31,
2000. Unless an employee has previously withdrawn from the Plan, shares
will be purchased on January 31, 2000 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
January 1, 1998 to January 31, 2001. 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 January 31, 2000.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements are presented on the accrual basis of accounting.
The receivable from the Plan Sponsor represents accumulated payroll
deductions less amounts disbursed for withdrawals.
3. INCOME TAXES
It is intended that the right to purchase shares of common stock under the
Plan shall constitute an option granted by the Plan Sponsor pursuant to an
"employee stock purchase plan" within the meaning of Section 423 of the
Internal Revenue Code, and that such shares, for tax purposes, shall be
treated in accordance with the provisions thereof.
An employee is not considered to have income for federal income tax
purposes from the granting of a right to purchase shares. Amounts deducted
from an employee's compensation do not reduce the amount of his or her
income for tax purposes.
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-44399 of Cox Communications, Inc. on Form S-8 of our report dated
March 29, 1999, appearing in this Annual Report on Form 11-K of Cox
Communications, Inc. 1997 Employee Stock Purchase Plan for the year ended
December 31, 1998.
/s/ Deloitte & Touche LLP
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Deloitte & Touce LLP
Atlanta, Georgia
March 30, 1999
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