-----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, RfMreiVVEa24F7l61SuoC3e2PSvop4hP2JRdOsFSvorI6f0DewuOPFSr6w1OLmdF 8w9EAcYyCkRk2wdPOaeSog== 0000928385-97-000586.txt : 19970401 0000928385-97-000586.hdr.sgml : 19970401 ACCESSION NUMBER: 0000928385-97-000586 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COX COMMUNICATIONS INC /DE/ CENTRAL INDEX KEY: 0000025305 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 582112281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06590 FILM NUMBER: 97571226 BUSINESS ADDRESS: STREET 1: 1400 LAKE HEARN DR NE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 FORMER COMPANY: FORMER CONFORMED NAME: COX COMMUNICATIONS INC/DE DATE OF NAME CHANGE: 19941123 FORMER COMPANY: FORMER CONFORMED NAME: COX CABLE COMMUNICATIONS INC DATE OF NAME CHANGE: 19940614 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, 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 =========================================================================== -1- ITEMS 1 AND 2 FINANCIAL STATEMENTS
Page Number In This Report -------------- 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
-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 COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN By: /s/ Andrew A. Merdek Date: 3/26/97 --------------------- ----------- Andrew A. Merdek COX COMMUNICATIONS, INC. Corporate Secretary -3- 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 -4- COX COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 AND 1995
1996 1995 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 $ - $ - ========== ==========
SEE NOTES TO FINANCIAL STATEMENTS 5 COX COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - ----------------------------------------------------------------------------
PERIOD FROM AUGUST YEAR ENDED 1, 1995 DECEMBER (INCEPTION) TO 31, 1996 DECEMBER 31, 1995 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 --------- ----------- CHANGE IN NET ASSETS - - NET ASSETS: Beginning of period - - --------- ----------- End of period $ - $ - ========= ===========
See notes to financial statements. 6 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 - ---------------------------------------------------------------------------- 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 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 EX-23 2 INDEPENDENT AUDITORS CONSENT 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 -----END PRIVACY-ENHANCED MESSAGE-----