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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 (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 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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<PAGE>
ITEMS 1 AND 2
FINANCIAL STATEMENTS
Page Number
In This Report
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Independent Auditors' Report 4
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998 5
Statements of Changes in Net Assets for the
Years Ended December 31, 1999 and 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
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Andrew A. Merdek
COX COMMUNICATIONS, INC.
Corporate Secretary
Dated: March 27, 2000
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INDEPENDENT AUDITORS' REPORT
Sponsor and Participants
Cox Communications, Inc.
1997 Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets available for benefits
of the Cox Communications, Inc. 1997 Employee Stock Purchase Plan (the "Plan")
as of December 31, 1999 and 1998 and the related statements of changes in net
assets available for benefits for the years 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 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 as of
December 31, 1999 and 1998 and the changes in net assets available for benefits
for the years then ended 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 COMMUNICATIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<S> <C> <C>
1999 1998
ASSET:
Receivable from Plan Sponsor $10,906,760 $5,902,025
LIABILITY:
Distribution due to Plan participants (10,906,760) (5,902,025)
----------- ----------
Net assets available for benefits $ -- $ --
============= ===========
See notes to financial statements.
</TABLE>
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COX COMMUNICATIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<S> <C> <C>
1999 1998
ADDITION TO NET ASSETS ATTRIBUTED TO -
Employee Contributions $5,706,695 6,240,586
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals from Plan (701,960) (338,561)
Distributions due to active Plan participants (5,004,735) (5,902,025)
----------- -----------
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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COX COMMUNICATIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 and 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.
On March 18, 1999, the Cox Communications, Inc. Board of Directors approved
a two-for-one stock split that was effected on May 21, 1999 with respect to
stockholders of record on May 14, 1999. All share and per share
information in the notes to financial statements herein have been restated
to give effect to this stock split.
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 2,500,000 shares in the aggregate) at a discounted price.
Eligible employees are employees who had worked 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 $13.04. Employees subscribed to a total
of 1,116,002 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, 2000. Contributions are made primarily
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 all cash amounts withheld from his or her
paychecks.
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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 January 31, 2000.
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 January 31, 2000, the 1997 Employee Stock Purchase Plan was completed
and 883,269 shares were issued to employees.
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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, 2000, appearing in this Annual Report on Form 11-K of Cox
Communications Inc. 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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