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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED) for the fiscal year ended December 31, 2000
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: 333-
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
Cox Radio, Inc.
1999 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
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Page Number in This Report
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ITEMS 1 AND 2
FINANCIAL STATEMENTS
Independent Auditors' Report ...................... 5
Statements of Net Assets Available for Benefits
as of December 31, 2000 and 1999............... 6
Statements of Changes in Net Assets Available
for Benefits for the period from August 2,
1999 (Inception) to December 31, 1999 and for
the year ended December 31, 2000 .............. 7
Notes to Financial Statements ..................... 8
EXHIBIT
Consent of Deloitte & Touche LLP .................. 10
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EXHIBIT INDEX
Exhibit
Number
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23 Consent of Deloitte & Touche LLP
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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 duly authorized official.
COX RADIO, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
Date: March 30, 2001 By: /s/ Andrew A. Merdek
---------------------------------
Andrew A. Merdek
Cox Radio, Inc.
Corporate Secretary
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INDEPENDENT AUDITORS' REPORT
Sponsor and Participants
Cox Radio, Inc.
1999 Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets available for benefits
of the Cox Radio, Inc. 1999 Employee Stock Purchase Plan (the "Plan") as of
December 31, 2000 and 1999, and the related statements of changes in net assets
available for benefits for the period from August 2, 1999 (Inception) to
December 31, 1999 and for the year ended December 31, 2000. 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 auditing standards generally accepted
in the United States of America. 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,
2000 and 1999 and the changes in net assets available for benefits for the
period from August 2, 1999 (Inception) to December 31, 1999 and for the year
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America.
/s/ Deloitte & Touche LLP
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Atlanta, Georgia
March 28, 2001
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COX RADIO, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF
DECEMBER 31, 2000 AND 1999
ASSET 2000 1999
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Receivable from Plan Sponsor $ 1,981,203 $ 417,981
LIABILITY
Distributions due to Plan participants (1,981,203) (417,981)
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Net assets available for benefits $ -- $ --
=========== =========
See notes to financial statements.
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COX RADIO, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
PERIOD FROM
AUGUST 2, 1999
YEAR ENDED (INCEPTION) TO
DECEMBER 31, DECEMBER 31,
2000 1999
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ADDITION TO NET ASSETS ATTRIBUTED TO -
Employee contributions $ 1,704,996 $ 418,507
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals from Plan (141,774) (526)
Distributions due to active Plan participants (1,563,222) (417,981)
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CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS
NET ASSETS AVAILABLE FOR BENEFITS -
Beginning of period -- --
----------- ---------
End of period $ -- $ --
=========== =========
See notes to financial statements.
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COX RADIO, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000 AND 1999 AND FOR THE PERIOD
AUGUST 2, 1999 (INCEPTION) TO DECEMBER 31, 1999 AND FOR THE YEAR ENDED
DECEMBER 31, 2000
1. DESCRIPTION OF PLAN
The Cox Radio, Inc. 1999 Employee Stock Purchase Plan (the "Plan") is a
self-funded contributory stock purchase plan, which provides employees
of Cox Radio, Inc. (the "Plan Sponsor") the option to purchase stock at
a discounted price.
On February 7, 2000, the Plan Sponsor announced that its Board of
Directors approved a three-for-one stock split. At the Annual Meeting
of stockholders on May 11, 2000, the stockholders voted to amend Cox
Radio's Certificate of Incorporation to effect the stock split. The
stock split resulted in a decrease in par value of each share,
including shares of preferred stock (authorized with no shares
currently outstanding), from $1.00 to $0.33 per share. All share and
per share information contained herein has been adjusted to reflect the
impact of this stock split.
General - The Plan was adopted by the Plan Sponsor during 1999 to allow
eligible employees to purchase Plan Sponsor stock (up to 750,000 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 February 1, 1999 or any employee who was employed by
a radio station acquired by the Plan Sponsor on or before August 1,
1999 is eligible to participate in the Plan. 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 fair market value
of the Plan Sponsor's stock during the ten trading days ended August 2,
1999, which equaled $16.05. "Fair Market Value" means the closing
prices per share as reflected by composite transactions on the New York
Stock Exchange. Employees subscribed to a total of 229,293 shares,
which were converted to a dollar equivalent and are being withheld from
employees' paychecks from October 1, 1999 to October 31, 2001. Unless
an employee has previously withdrawn from the Plan, shares will be
issued on November 1, 2001 based on contributions to date. Employee
payroll deductions under the Plan are commingled with the general funds
amounts of the Plan Sponsor and are subject to the creditors of the
Plan Sponsor.
Contributions - Contributions to the Plan are made by participants
based on the amount of participant elections. Participants'
contributions are limited to $25,000 during the purchase period from
October 1, 1999 to October 31, 2001. 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 Compensation Committee of the Board of
Directors of the Plan administers the Plan. The expenses of
administering the Plan are paid by the Plan Sponsor.
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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 November 1,
2001.
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. The
liability due to participants represents accumulated payroll deductions
to be disbursed to Plan participants for purchase of Plan Sponsor
stock.
3. INCOME TAXES
The right to purchase shares of common stock under the Plan is intended
to 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.
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