-----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, SH/kPezAMhJYxem/UiqNh42Z3n3blJojn+rPZUtr2Uw3XMhGt7ArHiNNCrVVQY1H gn2e5QA7AG2uAIm1hpEUWQ== 0001010192-99-000036.txt : 19990402 0001010192-99-000036.hdr.sgml : 19990402 ACCESSION NUMBER: 0001010192-99-000036 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 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: 99582292 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 FORM 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 (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 Radio, 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 Radio, Inc. 1400 Lake Hearn Drive Atlanta, Georgia 30319 ================================================================================ -1- ITEMS 1 AND 2 FINANCIAL STATEMENTS
Page Number In This Report -------------- Independent Auditors' Report 4 Statement of Net Assets Available for Benefits December 31, 1998 and 1997 5 Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 1998 and Period from July 1, 1997 (Inception) to December 31, 1997 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. EMPLOYEE STOCK PURCHASE PLAN By: /s/ Andrew A. Merdek Date: 3/30/99 -------------------- ------------ Andrew A. Merdek COX RADIO, INC. Corporate Secretary -3- INDEPENDENT AUDITORS' REPORT Sponsor and Participants Cox Radio, Inc. Employee Stock Purchase Plan: We have audited the accompanying statements of net assets available for benefits of the Cox Radio, Inc. Employee Stock Purchase Plan (the "Plan") as of December 31, 1998 and 1997 and the related statements of changes in net assets available for benefits for the year ended December 31, 1998 and the period from July 1, 1997 (Inception) to December 31, 1997. 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, 1998 and 1997 and the changes in net assets available for benefits for the year ended December 31, 1998 and the period from July 1, 1997 (Inception) to December 31, 1997 in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP - ------------------------------ Deloitte & Touche LLP Atlanta, Georgia March 29, 1999 -4- COX RADIO, INC. EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 AND 1997
1998 1997 ASSET: Receivable from Plan Sponsor $ 2,008,188 $ 746,814 LIABILITY: Distribution due to Plan participants (2,008,188) (746,814) ---------- ---------- Net assets available for benefits $ - $ - ============ ===========
See notes to financial statements. - 5 - COX RADIO, INC. EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1998 AND THE PERIOD FROM JULY 1, 1997 (INCEPTION) TO DECEMBER 31, 1997 - -------------------------------------------------------------------------------
Period from July 1, 1997 Year Ended (Inception) to December 31, December 31, 1998 1997 ADDITION TO NET ASSETS ATTRIBUTED TO - EMPLOYEE CONTRIBUTIONS $1,327,172 $754,686 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO - WITHDRAWALS FROM PLAN (65,798) (7,872) DISTRIBUTIONS DUE TO ACTIVE PLAN PARTICIPANTS (1,261,374) (746,814) ----------- --------- - - 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. EMPLOYEE STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997 AND FOR THE YEAR ENDED DECEMBER 31, 1998 AND FOR THE PERIOD FROM JULY 1, 1997 (INCEPTION) TO DECEMBER 31, 1997 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The Cox Radio, 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 Radio, Inc. (the "Plan Sponsor") during 1997 to allow eligible employees to purchase Plan Sponsor stock (up to 350,000 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 December 1, 1996 is eligible to participate in the Plan. For this purpose, employment service with NewCity Communications, Inc. and its subsidiary corporations is counted under the Plan as employment with the Plan Sponsor. 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 price of the Plan Sponsor stock on May 1, 1997, which equaled $17.37. Employees subscribed to a total of 186,118 shares which were converted to a dollar equivalent and are being withheld from employees' paychecks from July 1, 1997 to July 31, 1999. Unless an employee has previously withdrawn from the Plan, shares will be purchased on July 31, 1999 based on contributions to date. Employee payroll deductions under the Plan are commingled with the general funds 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 July 1, 1997 to July 31, 1999. 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 Management 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 his or her contributions to the Plan. 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 July 31, 1999. -7- 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. -8- EX-23 2 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-26417 of Cox Radio, Inc. on Form S-8 of our report dated March 29, 1999, appearing in this Annual Report on Form 11-K of Cox Radio, Inc. Employee Stock Purchase Plan for the year ended December 31, 1998. /s/ Deloitte & Touche LLP - ---------------------------- Deloitte & Touche LLP Atlanta, Georgia March 30, 1999 -9- -----END PRIVACY-ENHANCED MESSAGE-----