-----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, D1Od9DHzpiAt05lDrz9CWqdvRI0hHkE4VneapYe+5lY6+d6GF/GGSuoY6mS+r9QE HQCvXrGez88Y92uDc69J6Q== 0001010192-99-000062.txt : 19990630 0001010192-99-000062.hdr.sgml : 19990630 ACCESSION NUMBER: 0001010192-99-000062 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 582112288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-06590 FILM NUMBER: 99655281 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, 1998 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 =============================================================================== ITEMS 1 AND 2 FINANCIAL STATEMENTS Page Number In This Report Independent Auditors' Report 3 Financial Statements as of December 31, 1998 and 1997 and for the years ended December 31, 1998 and 1997: 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, 1998: 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, 1998 and 1997, 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, 1998 and 1997, 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 Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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 1998 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 Atlanta, Georgia May 6, 1999 -3- COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 AND 1997 -------------------------------------------------------------------------------
1998 1997 INVESTMENTS - At fair value $ 164,072,889 $ 136,143,071 EMPLOYEE CONTRIBUTIONS RECEIVABLE 538,587 460,268 EMPLOYER CONTRIBUTION RECEIVABLE 206,781 180,763 ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 164,818,257 $ 136,784,102 ============= ============= 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, 1998 AND 1997 -------------------------------------------------------------------------------
1998 1997 NET ASSETS AVAILABLE FOR BENEFITS - Beginning of period $ 136,784,102 $ 106,473,306 ADDITIONS (DEDUCTIONS): Employee contributions 16,164,488 13,202,157 Employer contributions 5,523,638 4,755,842 Interest and dividends 10,226,719 12,345,436 Net appreciation in fair value of investments 9,985,997 11,929,996 Transfers to other plans (3,472,788) (195,164) Distributions to participants (10,393,899) (11,727,471) ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS - End of period $ 164,818,257 $ 136,784,102 ============= =============
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, 1998 AND 1997 ------------------------------------------------------------------------------- 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 the Employee Retirement Income Security Act of 1974 ("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. 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, 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% (6% for highly-compensated employees) of eligible pay up to a maximum of $10,000 in 1997 and 1998. 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 1998 and 1997, a participant could direct the investment of his or her account balance, including the employer match, in any of the following Vanguard managed funds: Vanguard Wellington Fund, Vanguard Windsor Fund, Vanguard Morgan Growth Fund, Vanguard Federal Money Market Fund, Vanguard Short-term Corporate Bond Fund, Vanguard Intermediate Term Corporate Bond Fund, Vanguard International Growth Fund, Vanguard Total Stock Market Index Fund, and the Cox Communications Class A Common Stock Fund. Certain former Times Mirror employees may also own interests in the Series A or Series C Times Mirror Stock Fund; however, contributions to these funds are no longer allowed. During 1998, all shares of Times Mirror Series B Fund were swapped for shares of Times Mirror Series A Fund. -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 30 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, which approximates fair value. 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. Reclassifications - Certain amounts included in the 1997 financial statements have been reclassified to conform to the 1998 presentation. -7- 3. SEPARATE FUND INFORMATION Significant components of the changes in net assets for the years ended December 31, 1998 and 1997 as allocated to the separate investment funds are as follows:
Cox Comm. Times Times Times Class A Mirror Mirror Mirror Vanguard Common Series A Series B Series C Vanguard Vanguard Morgan Stock Stock Stock Stock Wellington Windsor Growth Fund Fund Fund Fund Fund Fund Fund Net assets available for benefits, December 31, 1996 $ 3,765,665 $ 4,786,613 $ 327,337 $ 233,786 $ 18,195,302 $ 26,837,308 $ 13,028,323 Employee contributions 1,032,333 0 0 0 1,856,729 3,922,231 2,635,908 Employer contributions 364,641 0 0 0 1,404,551 1,003,112 714,639 Interest and dividends 0 49,407 4,966 2,372 1,991,445 5,632,233 2,547,209 Net appreciation (depreciation) in fair value of investments 3,610,030 1,023,687 62,181 49,803 2,398,365 488,285 1,786,267 Distributions to participants (311,005) (406,709) (9,321) (19,969) (1,905,369) (2,622,459) (1,844,262) Net withdrawals of participant loans (69,179) (106,472) (759) (4,933) (46,501) (313,452) (180,953) Transfers from (to) other funds 484,357 (109,165) (384,444) (18,352) (109,024) 720,612 564,891 Transfers from (to) other plans and other deductions 113,517 (4) 40 0 (107,323) (10,980) 42,012 ----------- ----------- --------- --------- ------------ ------------ ------------ Net assets available for benefits, December 31, 1997 $ 8,990,359 $ 5,237,357 0 $ 242,707 $ 23,678,175 $ 35,656,890 $ 19,294,034 Employee contributions 2,004,952 0 0 0 2,235,484 4,320,418 3,189,964 Employer contributions 629,268 0 0 0 1,454,714 1,103,160 888,468 Interest and dividends 261 51,980 0 2,327 2,984,996 3,186,845 1,976,813 Net appreciation (depreciation) in fair value of investments 7,649,431 (414,293) 0 (19,043) (103,849) (2,912,246) 2,582,262 Distributions to participants (890,111) (325,055) 0 (9,859) (1,926,326) (1,998,296) (1,195,115) Net withdrawals of participant loans (310,107) (68,362) 0 (655) (179,037) (311,146) (155,058) Transfers from (to) other funds 966,659 (248,803) 0 (15,604) (318,616) (1,901,025) 186,500 Transfers from (to) other plans and other deductions (288,725) (479,737) 0 (32,787) (368,046) (325,010) (221,450) ------------ ----------- --------- --------- ------------ ------------ ------------ Net assets available for benefits, December 31, 1998 $ 18,751,987 $ 3,753,087 $ 0 $ 167,086 $ 27,457,495 $ 36,819,590 $ 26,546,418 ============ =========== ========= ========= ============ ============ ============ -8- Vanguard Vanguard Vanguard Vanguard Total Federal Short Intermediate Vanguard Stock Money Term Term International Market Market Corporate Corporate Growth Index Participant Fund Fund Fund Fund Fund Loans Total Net assets available for benefits, December 31, 1996 $ 11,532,981 $ 8,075,297 $ 429,106 $ 4,665,403 $ 8,907,408 $ 5,688,777 $106,473,306 Employee contributions 788,900 914,662 243,810 814,783 992,801 0 13,202,157 Employer contributions 186,524 407,397 79,408 274,949 320,621 0 4,755,842 Interest and dividends 575,328 516,080 40,016 213,363 296,344 476,673 12,345,436 Net appreciation (depreciation) in fair value of investments 0 49,977 16,433 (11,880) 2,456,848 0 11,929,996 Distributions to participants (1,343,119) (765,014) (131,361) (677,857) (1,159,768) (531,258) (11,727,471) Net withdrawals of participant loans (128,379) (38,881) 8,644 (41,778) (248,679) 1,171,322 0 Transfers from (to) other funds (983,800) (337,556) 108,471 (141,871) 205,881 0 0 Transfers from (to) other plans and other deductions (36,591) (51,190) 15,586 (36,008) (140,661) 16,438 (195,164) ------------ ----------- --------- ----------- ------------ ----------- ------------ Net assets available for benefits, December 31, 1997 $ 10,591,844 $ 8,770,772 $ 810,113 $ 5,059,104 $ 11,630,795 $ 6,821,952 $136,784,102 Employee contributions 721,115 891,816 356,790 826,238 1,617,711 0 16,164,488 Employer contributions 170,781 394,732 104,789 290,651 487,075 0 5,523,638 Interest and dividends 512,169 553,420 76,229 117,455 234,751 529,473 10,226,719 Net appreciation (depreciation) in fair value of investments 0 23,399 5,695 704,151 2,470,490 0 9,985,997 Distributions to participants (1,293,741) (642,909) (85,962) (475,385) (1,010,296) (540,844) (10,393,899) Net withdrawals of participant loans (150,907) (44,671) 4,655 (81,412) (153,197) 1,449,897 0 Transfers from (to) other funds 980,564 (183,033) 314,375 (246,527) 465,510 0 0 Transfers from (to) other plans and other deductions (641,619) (41,704) (55,552) (220,222) (803,893) 5,957 (3,472,788) ------------ ----------- ----------- ----------- ------------ ----------- ------------ Net assets available for benefits, December 31, 1998 $ 10,890,206 $ 9,721,822 $ 1,531,132 $ 5,974,053 $ 14,938,946 $ 8,266,435 $164,818,257 ============ =========== =========== =========== ============ =========== ============
-9- 4. INVESTMENTS The Plan's investments, including those representing 5% or more of the Plan's net assets, are as follows:
1998 1997 ---------------------------------- --------------------------------- Number of Fair Number of Fair Units Value Units Value Cox Communications Class A Common Stock Fund 532,218 $ 18,643,608 440,446 $ 8,932,254 Times Mirror Series A Stock Fund 227,184 3,753,087 288,719 5,237,357 Times Mirror Series C Stock Fund 10,090 167,086 13,358 242,707 Vanguard Wellington Fund 931,260 27,332,490 799,590 23,547,918 Vanguard Windsor Fund 2,353,863 36,649,647 2,087,240 35,441,340 Vanguard Morgan Growth Fund 1,339,105 26,407,146 1,091,955 19,152,897 Vanguard Federal Money Market Fund 10,858,416 10,858,416 10,552,700 10,552,700 Vanguard Short-Term Corporate Bond Fund 893,038 9,680,536 806,042 8,713,319 Vanguard Intermediate-Term Corporate Bond Fund 151,151 1,516,048 80,253 797,717 Vanguard International Growth Fund 316,175 5,934,600 306,039 5,015,982 Vanguard Total Stock Market Index Fund 542,078 14,863,790 511,485 11,580,033 Loans to participants 8,266,435 6,928,847 ------------- ------------- $ 164,072,889 $ 136,143,071 ============= =============
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 269,709 shares ($18,643,608 fair value) and 222,958 shares ($8,932,254 fair value) at December 31, 1998 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, 1998 -------------------------------------------------------------------------------
Identity Current of Issue Description of Investment Cost Value *Vanguard Federal Money Market Fund Registered Investment Company $10,858,416 $10,858,416 *Vanguard Intermediate Term Corporate Bond Fund Registered Investment Company 1,501,613 1,516,048 *Vanguard International Growth Fund Registered Investment Company 5,233,114 5,934,600 *Vanguard Morgan Growth Fund Registered Investment Company 22,237,668 26,407,146 *Vanguard Short-Term Corporate Bond Fund Registered Investment Company 9,693,388 9,680,536 *Vanguard Total Stock Market Index Fund Registered Investment Company 10,038,240 14,863,790 *Vanguard Wellington Fund Registered Investment Company 25,256,506 27,332,490 *Vanguard Windsor Fund Registered Investment Company 38,106,282 36,649,647 Times Mirror Series A Stock Fund Company Stock Fund 1,677,123 3,753,087 Times Mirror Series C Stock Fund Company Stock Fund 78,806 167,086 *Cox Communications Class A Common Stock Fund Company Stock Fund 8,307,008 18,643,608 Various (interest ranging from 6% to 9%, *Loans to participants maturities ranging from 1 to 180 months) 8,266,435 8,266,435 ------------ ------------ $141,254,599 $164,072,889 ============ ============
*Party-in-interest to the Plan. -12- COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1998 -------------------------------------------------------------------------------
Description of Asset Current Value Identity of (Include Interest of Asset on Party Rate and Maturity in Purchase Selling Historical Transaction Net Involved Case of Loan) Price Price Cost Date Gain Separate Transactions: [NONE] Series of Transactions: The Vanguard Group Vanguard Federal Money Market Fund 6,540,520 6,540,520 The Vanguard Group Vanguard Federal Money Market Fund 6,234,801 6,234,801 6,234,801 The Vanguard Group Vanguard Morgan Growth Fund 8,551,765 8,551,765 The Vanguard Group Vanguard Morgan Growth Fund 3,879,779 3,566,217 3,879,779 313,562 The Vanguard Group Vanguard Wellington Fund 8,042,952 8,042,952 The Vanguard Group Vanguard Wellington Fund 4,154,531 3,641,217 4,154,531 513,314 The Vanguard Group Vanguard Windsor Fund 11,193,118 11,193,118 The Vanguard Group Vanguard Windsor Fund 7,072,566 6,934,057 7,072,566 138,509 Cox Communications, Inc. Cox Communications, Inc. Common Stock, Class A 8,373,251 8,373,251 Cox Communications, Inc. Cox Communications, Inc. Common Stock, Class A 6,311,327 4,570,795 6,311,327 1,740,532
-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 24, 1999 -------------------- Andrew A. Merdek COX COMMUNICATIONS, INC. Corporate Secretary -14- EX-23 2 INDEPENDENT AUDITORS' 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 6, 1999, appearing in this Annual Report on Form 11-K of Cox Communications, Inc. Savings and Investment Plan for the year ended December 31, 1998. /s/ Deloitte & Touche LLP ------------------------- DELOITTE & TOUCHE LLP Atlanta, Georgia June 28, 1999 -15- -----END PRIVACY-ENHANCED MESSAGE-----