COX COMMUNICATIONS INC /DE/
8-K, 1999-10-05
CABLE & OTHER PAY TELEVISION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported):September 28, 1999



                            Cox Communications, Inc.
 -------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                                    Delaware
 -------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)




           1-6590                                58-2112288
 -------------------------------------------------------------------------------
    (Commission File Number)         (I.R.S. Employer Identification Number)


         1400 Lake Hearn Drive
         Atlanta, Georgia                           30319
 -------------------------------------------------------------------------------
 (Address of principal executive offices)         (Zip Code)


                                 (404) 843-5000
 -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



<PAGE>

Item 5.   Other Events.


     On September 28, 1999, Cox Communications,  Inc. ("Cox") entered into a new
364-day  credit  agreement and amended and restated its 5-year credit  agreement
providing for  borrowings of up to $1.5 billion and $1.2 billion,  respectively.
As of the date this report is being  filed,  Cox had not  borrowed  under either
credit agreement.

     On October 1,  1999,  Cox  completed  acquisition  of the cable  television
systems owned by Media General,  Inc. A copy of the press release announcing the
completion of this transaction is attached as exhibit 99.1.

     Also on October 1, 1999, Cox  restructured its partnership with Time Warner
Entertainment  Company L.P. As part of this restructuring,  Cox acquired control
of the cable  television  system  serving Fort Walton Beach,  Florida,  and Time
Warner acquired  control of the cable  television  system serving Staten Island,
New York. In connection with the restructuring, the Fort Walton Beach system and
Cox's cable television system serving Pensacola, Florida, received approximately
$104  million in cash to be used for capital  expenditures  and a  reduction  of
indebtedness.  A copy of the press  release  announcing  the  completion of this
transaction is attached as exhibit 99.2.

Item 7.   Exhibits


          Exhibit 99.1   Press Release, dated October 1, 1999

          Exhibit 99.2   Press Release, dated October 5, 1999


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                              COX COMMUNICATIONS, INC.


         Dated: October 5, 1999               By: /s/ Andrew A. Merdek
                                                  -------------------
                                                  Andrew A. Merdek
                                                  Secretary


                                                                    Exhibit 99.1


Cox  Communications  Completes  Acquisition of Media General Systems in Northern
Virginia

10/1/99

ATLANTA  -- Cox  Communications,  Inc.  today  announced  it has  completed  its
acquisition  of the cable systems owned by Media General Inc.,  which serve more
than 260,000 customers in Fairfax County and Fredericksburg,  Va. Under terms of
the agreement  announced in April, Cox has acquired the Media General systems in
a cash transaction valued at $1.4 billion.

In making the announcement, Jim Robbins, President and CEO of Cox Communications
said,  "We look forward to providing  high quality video  programming  and other
advanced broadband  services for customers in Northern  Virginia.  Entering this
market  allows  us to  enhance  our  already  strong  presence  in the  state of
Virginia,  where  we have  earned  a solid  reputation  for  providing  the best
broadband technology with a deep commitment to customer and community service."

Cox  currently  serves more than  450,000  customers  in Virginia in the Hampton
Roads and  Roanoke  areas.  The Media  General  cable  systems  serve the entire
Fairfax  County  area,  as well as  portions of the City of  Fredericksburg  and
portions of the counties of Stafford and Spotsylvania.

Following  the close of pending  acquisitions,  Cox will serve  approximately  6
million  customers  nationwide,  making  it the  nation's  fifth  largest  cable
company. A full-service provider of telecommunications  products,  Cox offers an
array of  services,  including  cable  television  under  the Cox  Cable  brand;
advanced digital video  programming  services under the Cox Digital Cable brand;
local and long  distance  telephone  services  under the Cox  Digital  Telephone
brand;  high-speed  Internet access via Cox@Home;  and commercial voice and data
services via Cox  Business  Services.  Cox is an investor in  telecommunications
companies including Sprint PCS and Excite@Home,  as well as programming networks
including Discovery Channel, The Learning Channel, Outdoor Life and Speedvision.
More  information  about Cox  Communications  can be accessed on the Internet at
www.cox.com.

CONTACT:    Cox Communications, Atlanta
            Amy Cohn,    404/843-5769
                         888/395-1854 pager


                                                                   Exhbibit 99.2

FOR RELEASE IMMEDIATELY OCTOBER 5, 1999


                    COX COMMUNICATIONS AND TIME WARNER CABLE
                             RESTRUCTURE PARTNERSHIP


ATLANTA - Cox  Communications,  Inc.  (NYSE:COX)  and Time  Warner  Cable  today
announced the restructuring of TWC Cable Partners, a partnership that owns cable
television  systems  serving Ft. Walton Beach,  Florida and Staten  Island,  New
York. Under the new partnership  structure,  Cox will own a controlling interest
in the  73,300-customer  Ft.  Walton  Beach  system,  allowing  the  company  to
consolidate the operation with its adjacent system in Pensacola.  Likewise, Time
Warner will own a  controlling  interest in the  109,500-customer  Staten Island
system and will consolidate it with adjacent Time Warner properties. The Florida
systems also will receive an  undisclosed  amount of cash to be used for planned
capital improvements and a reduction of indebtedness.

Since 1992, the two companies have each owned a 50% interest in the partnership,
with Cox  managing  the Ft.  Walton  Beach  system and Time Warner  managing the
Staten Island system.


                                      # # #

Contact:          Amy Cohn                           Mike Luftman
                  Cox Communications                 Time Warner Cable
                  404/843-5769 phone                 203/328-0613
                  888/395-1854 pager



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