-----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, Lkb6QgWtRIwbwCXZ+pRTWW4tQeNEReZS1Uav2GiDc4UtZEPxmuUaKp9ZLqI4sy6O /HZ2ywqh6SFpoOlqwQGVCg== 0001010192-98-000032.txt : 20040701 0001010192-98-000032.hdr.sgml : 20040701 19980630151500 ACCESSION NUMBER: 0001010192-98-000032 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980630 DATE AS OF CHANGE: 20040701 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: 98658120 BUSINESS ADDRESS: STREET 1: 1400 LAKE HEARN DR NE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 MAIL ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 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, 1997 OR / / Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 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. 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, 1997 AND 1996 AND FOR THE YEAR ENDED DECEMBER 31, 1997 AND 1996: Statement of Net Assets Available for Benefits 4 Statement 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, 1997: 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, 1997 and 1996, 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for benefits for the years then ended 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 ("DOL") 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 1997 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 June 26, 1998 -3- COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1997 AND 1996 - -------------------------------------------------------------------------------- 1997 1996 INVESTMENTS - At fair value $ 136,143,071 $ 105,815,513 EMPLOYEE CONTRIBUTIONS RECEIVABLE 460,268 471,526 EMPLOYER CONTRIBUTION RECEIVABLE 180,763 186,267 ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 136,784,102 $ 106,473,306 ============= =============
See notes to financial statements. -4- COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1997 AND 1996 - -------------------------------------------------------------------------------- 1997 1996 NET ASSETS AVAILABLE FOR BENEFITS - Beginning of period $ 106,473,306 $ 79,126,856 ADDITIONS (DEDUCTIONS): Employee contributions 12,317,722 11,574,653 Employer contributions 4,755,842 4,518,442 Interest and dividends 12,345,436 6,802,958 Net appreciation in fair value of investments 12,041,729 7,854,290 Transfers from (to) other plans (2,832,821) 3,377,372 Distributions to participants (8,317,112) (6,781,265) ------------ ----------- NET ASSETS AVAILABLE FOR BENEFITS - End of period $ 136,784,102 $ 106,473,306 ============== =============
See notes to financial statements. -5- COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 - -------------------------------------------------------------------------------- 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 Cox Enterprises, Inc. Benefits Plan 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, other than those related to participant loans, are charged to and paid directly by the Company. All administrative expenses related to the participant loan process are charged directly against the participant's lowest risk investment balance by Vanguard Fiduciary Trust Company ("Vanguard"), the Plan's trustee. 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 $9,500 in 1996 and 1997. 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. 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 both 1997 and 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, Money Market Trust-Federal Portfolio, Short-term Corporate Bond Fund, Intermediate Term Corporate Bond Fund, International Growth Fund, Index-Trust Total Stock Market Portfolio, 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. -6- 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; units of participation in mutual funds are valued at quoted market prices. 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 management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases during the reporting period. Actual results could differ from those estimates. -7- 3. SEPARATE FUND INFORMATION Significant components of the changes in net assets for the years ended December 31, 1997 and 1996 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 1997 Fund Fund Fund Fund Fund Fund Employee contributions $ 916,636 $ 1,778,355 $ 3,778,259 Employer contributions 361,054 1,414,625 1,001,170 Interest and dividends $ 49,407 $ 4,966 $ 2,372 1,991,445 5,632,233 Net appreciation (depreciation) in fair value of investments 3,610,030 1,135,442 62,182 49,803 2,398,354 488,273 Distributions to participants (311,005) (406,709) (9,321) (19,969) (1,387,109) (1,807,159) Transfer from (to) other plans 221,261 262,183 (373,904) (546,494) (674,379) 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 1997 Fund Portfolio Bond Bond Portfolio Portfolio Employee contributions $ 2,445,931 $ 729,411 $ 913,932 $ 196,105 $ 738,075 $ 832,276 Employer contributions 712,216 188,675 412,468 79,055 274,012 318,071 Interest and dividends 2,547,209 575,328 516,080 40,016 213,363 296,344 Net appreciation (depreciation) in fair value of investments 1,786,266 49,977 16,433 (11,879) 2,456,848 Distributions to participants (1,136,815) (999,039) (624,287) (64,446) (412,295) (745,851) Transfer from (to) other plans (472,449) (313,366) (181,150) (4,763) (227,392) (400,684)
-8-
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
-9- 4. INVESTMENTS The Plan's investments, including those representing 5% or more of the Plan's net assets, are as follows:
1997 1996 -------------------------------- -------------------------------- Number of Fair Number of Fair Shares/Units Value Shares/Units Value Cox Communications Class A Common Stock Fund 440,446 $ 8,932,254 316,736 $ 3,721,642 Times Mirror Stock Series A Fund 288,719 5,237,357 326,064 4,786,613 Times Mirror Stock Series B Fund 30,422 327,337 Times Mirror Stock Series C Fund 13,358 242,707 15,904 233,786 Vanguard Wellington Fund 799,590 23,547,918 690,514 18,056,943 Vanguard Windsor Fund 2,087,240 35,441,340 1,604,681 26,621,655 Vanguard W.L. Morgan Growth Fund 1,091,955 19,152,897 824,663 12,889,480 Vanguard Money Market Trust - Federal Portfolio 10,552,700 10,552,700 11,484,135 11,484,135 Vanguard Short-Term Corporate Bond 806,042 8,713,319 744,442 8,002,749 Vanguard Intermediate-Term Corporate Bond 80,253 797,717 42,958 418,840 Vanguard International Growth Portfolio 306,039 5,015,982 281,058 4,626,207 Vanguard Index Trust - Total Stock Market Portfolio 511,485 11,580,033 499,011 8,867,418 Loans to participants 6,928,847 5,778,708 ---------- --------- $ 136,143,071 $ 105,815,513 ============== =============
5. 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. 6. 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"). The Plan Administrator believes that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC. 7. RELATED PARTY TRANSACTIONS The Cox Communication Class A Common Stock Fund held 160,901 shares ($3,721,642 fair value) and 222,958 shares ($8,932,254 fair value) of the Company's Class A common stock at December 31, 1996 and 1997, respectively. -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, 1997 - --------------------------------------------------------------------------------
Identity Current of Issue Description of Investment Cost Value *Vanguard Cox Communications Class A Common Stock Fund $ 4,500,346 $ 8,932,254 *Vanguard Times Mirror Stock Series A Fund 2,099,612 5,237,357 *Vanguard Times Mirror Stock Series B Fund *Vanguard Times Mirror Stock Series C Fund 102,577 242,707 *Vanguard Wellington Fund 20,841,086 23,547,918 *Vanguard Windsor Fund 33,839,583 35,441,340 *Vanguard W.L. Morgan Growth Fund 17,238,592 19,152,897 *Vanguard Money Market Trust-Federal Portfolio 10,552,700 10,552,700 *Vanguard Short-Term Corporate Bond 8,748,381 8,713,319 *Vanguard Intermediate-Term Corporate Bond 782,569 797,717 *Vanguard International Growth Portfolio 4,908,221 5,015,982 *Vanguard Index Trust - Total Stock Market Portfolio 8,416,969 11,580,033 *Loans to Various (interest ranging from 6% to 11.5%, Participants maturities ranging from 1 to 180 months) 6,821,952 6,928,847 ---------- ---------- $ 118,852,588 $ 136,143,071 ============== ==============
* 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, 1997) YEAR ENDED DECEMBER 31, 1997
- -------------------------------------------------------------------------------- (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 Involved Case of Loan) Price Price Asset Date Net Gain Series of Transactions with the Same Issuer: Vanguard Wellington Fund $ 6,434,392 $ 6,434,392 $ 6,434,392 Vanguard Wellington Fund $ 3,342,344 2,932,493 3,342,344 $ 409,851 Vanguard Windsor Fund 13,611,375 13,611,375 13,611,375 Vanguard Windsor Fund 5,283,449 4,465,809 5,283,449 817,640 Vanguard W.L. Morgan Growth Fund 7,861,184 7,861,184 7,861,184 Vanguard W.L. Morgan Growth Fund 3,390,483 2,946,652 3,390,483 443,831 Vanguard Money Market Trust-Federal Portfolio 3,488,518 3,488,518 3,488,518 Vanguard Money Market Trust-Federal Portfolio 4,408,026 4,408,026 4,408,026
-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/ Andrew A. Merdek Date: June 30, 1998 ------------------------- Andrew A. Merdek COX COMMUNICATIONS, INC. 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 June 26, 1998, appearing in this Annual Report on Form 11-K of Cox Communications, Inc. Savings and Investment Plan for the year ended December 31, 1997. /s/Deloitte & Touche LLP - ------------------------ DELOITTE & TOUCHE LLP Atlanta, Georgia June 26, 1998 -15- -----END PRIVACY-ENHANCED MESSAGE-----