-----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, KCHCQKnLqkNPQ/fiyfwm7gPi7C/gCnf2hG03Tw21c0/yKdB5UgNr8fjHqy0APvVn X5xP5xWRR7gLoCOaokv5SQ== 0000928385-97-001090.txt : 19970701 0000928385-97-001090.hdr.sgml : 19970701 ACCESSION NUMBER: 0000928385-97-001090 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 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: 97633424 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 For the Fiscal Year Ended December 31, 1996 OR [_] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-06590 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Cox Communications, Inc. Savings and Investment 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- Page ITEMS 1 AND 2 FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995 AND FOR THE YEAR ENDED DECEMBER 31, 1996 AND FOR THE PERIOD FROM FEBRUARY 1, 1995 (INCEPTION) TO DECEMBER 31, 1995: Statements of Net Assets Available for Benefits 4 Statements of Changes in Net Assets Available for Benefits 5 Notes to Financial Statements 6 SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1996: Item 27a - Schedule of Assets Held for Investment Purposes 12 Item 27d - Schedule of Reportable Transactions 13 Schedules required under the Employee Retirement Income Security Act of 1974,other than the schedules listed above, are omitted because of the absence of the conditions under which they are required. Signature 14 EXHIBIT 23 Consent of Deloitte & Touche LLP 15 -2- INDEPENDENT AUDITORS' REPORT Cox Communications, Inc. Savings and Investment Plan: We have audited the accompanying statements of net assets available for benefits of the Cox Communications, Inc. Savings and Investment 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 February 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of 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 February 1, 1995 (inception) to December 31, 1995 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 ("ERISA"). These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1996 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP Deloitte & Touche LLP May 2, 1997 -3- COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 AND 1995 - -------------------------------------------------------------------------------- 1996 1995 INVESTMENTS - At fair value $ 105,815,513 $ 17,611,297 EMPLOYEE CONTRIBUTIONS RECEIVABLE 471,526 157,414 EMPLOYER CONTRIBUTION RECEIVABLE 186,267 69,263 TRANSFER RECEIVABLE FROM OTHER PLANS 61,288,882 -------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 106,473,306 $ 79,126,856 ============== =============
See notes to financial statements. -4- COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1996 AND PERIOD FROM FEBRUARY 1, 1995 (INCEPTION) TO DECEMBER 31, 1995 - -------------------------------------------------------------------------------- 1996 1995 NET ASSETS AVAILABLE FOR BENEFITS - Beginning of period $ 79,126,856 $ - ADDITIONS (DEDUCTIONS): Employee contributions 11,574,653 3,409,904 Employer contributions 4,518,442 1,506,660 Interest and dividends 6,802,958 212,696 Net appreciation in fair value of investments 7,854,290 24,341 Transfers from other plans 3,377,372 74,521,655 Distributions to participants (6,781,265) (548,400) ------------- ------------ NET ASSETS AVAILABLE FOR BENEFITS - End of period $ 106,473,306 $ 79,126,856 ============= ============
See notes to financial statements. -5- COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995 AND THE YEAR ENDED DECEMBER 31, 1996 AND THE PERIOD FROM FEBRUARY 1, 1995 (INCEPTION) TO DECEMBER 31, 1995 - -------------------------------------------------------------------------------- 1. PLAN DESCRIPTION The following brief description of the Cox Communications, Inc. Savings and Investment Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan Document for more complete information. General - The Plan was adopted by Cox Communications, Inc. (the "Company") effective February 1, 1995 to provide tax deferred savings and matching employer contributions to eligible employees. The Plan is a defined contribution plan subject to the provisions of ERISA. Employees are eligible for participation in the Plan after completing one year of service. Administration - The Plan is administered by the Company's Management Committee which is responsible for overall Plan policy and the Administrative Committee which is responsible for the daily operations of the Plan. The Administrative Committee is authorized to employ agents, etc., as may be required, to carry out the provisions of the Plan. Administrative expenses are charged to and paid directly by the Company. Effective December 29, 1995, the Plan changed its trustee from Bank of America to Vanguard. Contributions - Effective July 1, 1995, all eligible participants could elect to contribute, through a payroll deduction program, an amount ranging from 1% to 15% of eligible pay up to a maximum of $9,240 in 1995 and $9,500 in 1996. Prior to July 1, 1995, contributions of former Times Mirror employees were limited to 12% of eligible pay. The Company contributes an amount equal to 50% of each participant's contribution, not to exceed 6% of the participant's eligible pay. Participants are automatically vested in both their employee and employer contribution accounts upon joining the Plan. Participant Accounts - Each participant's account is credited with the participant's contribution, the Company's matching contribution, and allocations of Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. Distributions - Upon written request and approval of the Committee, participants may withdraw amounts as specified in the Plan Document from their employee contribution account if the withdrawal is necessary due to hardship. A participant's contributions and employer matching contributions may be withdrawn upon retirement, termination of employment, or death. Investment Options - During 1996, a participant could direct the investment of his or her account balance, including the employer match, in any of the following Vanguard managed funds: Wellington Fund, Windsor Fund, W. L. Morgan Growth Fund, Federal Fund, Short-term Corporate Bond Fund, Intermediate Term Corporate Bond Fund, International Growth Fund, Index- Trust Stock Market Fund, -6- and the Cox Communications Class A Common Stock Fund. Certain former Times Mirror employees may also own interests in the Series A, Series B, or Series C Times Mirror Stock Fund, however, contributions to these funds are no longer allowed. Prior to the plan changing its trustee to Vanguard in 1995, a participant could direct the investment of his or her account balance, including the employer match, in any of the following four investment options: Bank of America Money Market Fund, Bank of America Balanced Fund, Bank of America Global Fund, and Bank of America Equity Fund. Loans - Plan participants are eligible to apply for loans from their employee contribution account. The loan amount may not exceed certain limits as outlined in the Plan provisions. Interest is charged at the prime interest rate as indicated in the Wall Street Journal. Loans are secured by the account balance of the participant and are generally payable over periods not longer than five years, except for home loans which may not exceed 15 years. 2. ACCOUNTING POLICIES Basis of Accounting - The accounts of the Plan are maintained, and the accompanying financial statements have been prepared, on the accrual basis of accounting. Valuation of Investments - Values for securities are based on the quoted net asset value (redemption value) of the respective investment company; collective investment funds are valued at their contract values. Values for company stock funds are based on their unit closing prices. Participant loans are valued based upon the remaining unpaid principal balance plus any accrued but unpaid interest thereon. Payments of Benefits - Benefit payments to participants are recorded upon distribution. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect certain reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. Reclassifications - Certain amounts in the 1995 financial statements have been reclassified for comparative purposes. 3. TRANSFERS RECEIVABLE The transfers receivable of $61,288,882 at December 31, 1995 represent assets, including investment earnings, of employees of the Company which were included in a similar plan of the Company's parent, Cox Enterprises, Inc. until February 1, 1996 as well as the remaining assets from the Times Mirror plan that were not transferred until 1996. Certain employees of Times Mirror currently participate in the Plan as a result of the merger of Times Mirror into the Company. This amount, together with amounts resulting from the Company's acquisition and disposition activity during the year, were transferred into the Plan during 1996. -7- 4. SEPARATE FUND INFORMATION Significant components of the changes in net assets for the year ended December 31, 1996 and the period from February 1, 1995 (inception) to December 31, 1995 as allocated to the separate investment funds are as follows:
Cox Communications Times Times Times Class A Mirror Mirror Mirror Common Stock Stock Stock Vanguard Vanguard Stock Series A Series B Series C Wellington Windsor 1996 Fund Fund Fund Fund Fund Fund Employee contributions $ 517,262 $ 1,614,691 $ 3,710,874 Employer contributions 204,527 1,484,941 905,264 Interest and dividends $ 40,156 $ 18,966 $ 2,045 1,387,052 2,527,538 Net appreciation (depreciation) in fair value of investments 735,174 1,809,037 25,989 89,918 811,044 2,103,636 Distributions to participants (264,303) (595,158) (32,497) (43,932) (1,014,670) (951,121) Transfer from (to) other plans 329,236 (142,776) (16,752) (8,202) 11,431,878 18,107,215 Vanguard Vanguard Vanguard Vanguard Vanguard Intermediate- Vanguard Index Trust - W. L. Morgan Money Market Short-Term Term International Total Stock Growth Trust-Federal Corporate Corporate Growth Market 1996 Fund Portfolio Bond Bond Portfolio Portfolio Employee contributions $ 2,155,676 $ 762,432 $ 1,046,283 $ 169,581 $ 542,449 $ 583,880 Employer contributions 576,697 187,533 477,403 69,378 203,950 222,481 Interest and dividends 1,197,949 470,237 416,022 17,134 196,411 209,453 Net appreciation (depreciation) in fair value of investments 647,231 17 (124,234) (1,712) 388,595 1,369,595 Distributions to participants (445,872) (1,066,533) (428,836) (13,241) (569,589) (1,096,708) Transfer from (to) other plans 8,245,071 7,079,786 7,086,036 137,706 1,079,848 8,394,097
-8-
Bank of America Vanguard Bank of Money VMMR America Vanguard Market Federal Balanced Wellington 1995 Fund Fund Fund Fund Employee contributions $ 921,121 $ 548,825 Employer contributions 413,612 243,583 Interest and dividends 31,927 40,097 Net appreciation (depreciation) in fair value of investments 14,885 Distributions to participants (173,811) (116,839) Transfer from other plans $9,303,156 $1,692,140 Bank of Vanguard Bank of America International America Equity Growth Global 1995 Fund Fund Fund Employee contributions $ 1,001,382 $ 781,162 Employer contributions 439,847 340,355 Interest and dividends 83,137 57,535 Net appreciation (depreciation) in fair value of investments 31,615 (22,159) Distributions to participants (149,261) (108,489) Transfer from other plans $ 2,237,477
-9- 5. INVESTMENTS The Plan's investments, including those representing 5% or more of the Plan's net assets, are as follows:
1996 1995 ---------------------------- -------------------------- Number of Fair Number of Fair Shares/Units Value Shares/Units Value Cox Communications Class A Common Stock Fund 316,736 $ 3,721,642 Times Mirror Stock Series A Fund 326,064 4,786,613 Times Mirror Stock Series B Fund 30,422 327,337 Times Mirror Stock Series C Fund 15,904 233,786 Vanguard Wellington Fund 690,514 18,056,943 99,464 $ 2,430,809 Vanguard Windsor Fund 1,604,681 26,621,655 Vanguard W.L. Morgan Growth Fund 824,663 12,889,480 Vanguard Money Market Trust - Federal Portfolio 11,484,135 11,484,135 11,891,133 11,891,133 Vanguard Short-Term Corporate Bond 744,442 8,002,749 Vanguard Intermediate-Term Corporate Bond 42,958 418,840 Vanguard International Growth Portfolio 281,058 4,626,207 218,998 3,289,355 Vanguard Index Trust - Total Stock Market Portfolio 499,011 8,867,418 Loans to participants 5,778,708 ------------- ------------ $ 105,815,513 $ 17,611,297 ============= ============
6. PLAN TERMINATION If the Plan should be terminated, the trustee would be instructed to continue and maintain separate Plan accounts for each participant to accumulate earnings and profits until distribution of benefits under the provisions of the Plan are allowable. 7. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated February 19, 1997 that the Plan, as then designed, was in compliance with the applicable requirement of the Internal Revenue Code ("IRC"). 8. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Vanguard Fiduciary Trust Company ("Vanguard"). Vanguard is the trustee of the Plan and, therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for administrative services totaled approximately $170,000 for the year ended December 31, 1996. Additionally, the Cox Communication Class A Common Stock Fund holds 160,152 shares of the Company's Class A common stock with a market value of $3,703,515. -10- SUPPLEMENTAL SCHEDULES ---------------------- (See Independent Auditors' Report) -11- COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 - --------------------------------------------------------------------------------
Identity Current of Issue Description of Investment Cost Value *Vanguard Cox Communications Class A Common Stock Fund $ 2,651,558 $ 3,721,642 *Vanguard Times Mirror Stock Series A Fund 2,224,008 4,786,613 *Vanguard Times Mirror Stock Series B Fund 272,876 327,337 *Vanguard Times Mirror Stock Series C Fund 120,451 233,786 *Vanguard Wellington Fund 17,328,344 18,056,943 *Vanguard Windsor Fund 24,687,267 26,621,655 *Vanguard W.L. Morgan Growth Fund 12,316,558 12,889,480 *Vanguard Money Market Trust-Federal Portfolio 11,484,135 11,484,135 *Vanguard Short-Term Corporate Bond 8,102,097 8,002,749 *Vanguard Intermediate-Term Corporate Bond 417,155 418,840 *Vanguard International Growth Portfolio 4,343,356 4,626,207 *Vanguard Index Trust - Total Stock Market Portfolio 7,695,187 8,867,418 *Loans to Various (interest ranging from 6% to 11.5%, Participants maturities ranging from 1 to 180 months) 5,778,708 5,778,708 ------------ ------------- $ 97,421,700 $ 105,815,513 ============ =============
* Party-in-interest to the Plan. -12- COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (TRANSACTIONS IN EXCESS OF 5% OF THE FAIR VALUE OF THE PLAN ASSETS AS OF JANUARY 1, 1996) YEAR ENDED DECEMBER 31, 1996
- -------------------------------------------------------------------------------------------------------------------------- (a) (b) (c) (d) (e) (f) (g) DESCRIPTION OF ASSET CURRENT VALUE IDENTITY OF (INCLUDE INTEREST) OF ASSET ON PARTY RATE AND MATURITY IN PURCHASE SELLING COST OF TRANSACTION NET GAIN INVOLVED CASE OF LOAN) PRICE PRICE ASSET DATE (LOSS) SERIES OF TRANSACTIONS WITH SAME ISSUER: Vanguard Cox Communications Class A Common Stock Fund $ 1,928,265 $ 1,928,265 $ 1,928,265 Vanguard Cox Communications Class A Common Stock Fund $ 734,954 629,262 734,954 $105,692 Vanguard Times Mirror Stock Series A Fund 40,156 40,156 40,156 Vanguard Times Mirror Stock Series A Fund 1,236,624 671,191 1,263,624 592,433 Vanguard Wellington Fund 17,149,145 17,149,145 17,149,145 Vanguard Wellington Fund 2,333,135 2,250,836 2,333,135 82,299 Vanguard Windsor Fund 27,600,840 27,600,840 27,600,840 Vanguard Windson Fund 3,082,748 2,913,702 3,082,748 169,046 Vanguard W.L. Morgan Growth Fund 13,614,785 13,614,785 13,614,785 Vanguard W.L. Morgan Growth Fund 1,372,499 1,298,236 1,372,499 74,263 Vanguard Money Market Trust-Federal Portfolio 10,422,455 10,422,455 10,422,455 Vanguard Money Market Trust-Federal Portfolio 4,230,310 4,230,310 4,230,310 - Vanguard Short-Term Corporate Bond 9,513,630 9,513,650 9,513,650 Vanguard Short-Term Corporate Bond 1,386,636 1,411,486 1,386,636 (24,850) Vanguard International Growth Portfolio 2,619,612 2,619,612 2,619,612 Vanguard International Growth Portfolio 1,671,349 1,565,636 1,671,349 105,713 Vanguard Index Trust - Total Stock Market 10,274,501 10,274,501 10,274,501 Vanguard Index Trust - Total Stock Market 2,772,312 2,579,429 2,772,312 192,883 SINGLE TRANSACTIONS WITH THE SAME ISSUER: Vanguard Wellington Fund 11,207,785 11,207,785 11,207,785 Vanguard Wellington Fund 1,019,338 1,019,338 1,019,338 Vanguard Windsor Fund 18,083,430 18,083,430 18,083,430 Vanguard Windsor Fund 2,261,706 2,261,706 2,261,706 Vanguard W.L. Morgan Growth Fund 7,916,636 7,916,636 7,916,636 Vanguard W.L. Morgan Growth Fund 992,339 992,339 992,339 Vanguard Money Market Trust-Federal Portfolio 3,258,623 3,258,623 3,258,623 Vanguard Money Market Trust-Federal Portfolio 1,840,736 1,840,736 1,840,736 Vanguard Money Market Trust-Federal Portfolio 1,405,307 1,405,307 1,405,307 Vanguard Short-Term Corporate Bond 7,085,043 7,085,043 7,085,043 Vanguard Index Trust - Total Stock Markt 7,350,127 7,350,127 7,350,127 Vanguard Index Trust - Total Stock Market 1,137,671 1,137,671 1,137,671
13 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. SAVINGS AND INVESTMENT PLAN By: /s/ Shauna J. Sullivan Date: June 30, 1997 ---------------------------------- Shauna J. Sullivan COX COMMUNICATIONS, INC. Assistant Corporate Secretary 14 EX-23 2 INDEPENDENT AUDITOR CONSENT EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33- 80995 of Cox Communications, Inc. on Form S-8 of our report dated May 2, 1997, appearing in this Annual Report on Form 11-K of Cox Communications, Inc. Savings and Investment Plan for the year ended December 31, 1996. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Atlanta, Georgia June 27, 1997 15 -----END PRIVACY-ENHANCED MESSAGE-----