-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QSRCSm5O1AzKqkJm2/J77zXyVKL+91/xd0fofGilQnKLTJzRFE6MPg+t+Wr7T0al zUEG10neA65p3mqmdaGnVQ== 0001010192-00-000047.txt : 20000331 0001010192-00-000047.hdr.sgml : 20000331 ACCESSION NUMBER: 0001010192-00-000047 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COX RADIO INC CENTRAL INDEX KEY: 0001018522 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 581620022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-12187 FILM NUMBER: 587806 BUSINESS ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 1400 LAKE HEARN DR CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 MAIL ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 1400 LAKE HEARN DR CITY: ATLANTA STATE: GA ZIP: 30319 11-K 1 11-K ================================================================================ 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 (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 ================================================================================ ITEMS 1 AND 2 FINANCIAL STATEMENTS Page Number In This Report -------------- 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 - 2 - 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 ------------------------ Andrew A. Merdek COX RADIO, INC. Corporate Secretary Dated: March 27, 2000 - 3 - 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 - ------------------------- DELOITTE & TOUCHE LLP Atlanta, Georgia March 29, 2000 - 4 - COX RADIO, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 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.
- 5 - COX RADIO, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 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.
- 6 - 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 - -------------------------------------------------------------------------------- 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. - 7 - 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: Aggregate Shares Available for Purchase Under the Plan 750,000 Shares Subscribed by Plan Participants 229,293 Purchase Price Per Share $19.05
- 8 - EX-23.1 2 INDEPENDENT AUDITORS' CONSENT 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 - ------------------------- DELOITTE & TOUCHE LLP Atlanta, Georgia March 30, 2000 - 9 - -----END PRIVACY-ENHANCED MESSAGE-----