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):August 12, 1999
Cox Communications, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
1-6590 58-2112288
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(Commission File Number) (I.R.S. Employer Identification Number)
1400 Lake Hearn Drive
Atlanta, Georgia 30319
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(Address of principal executive offices) (Zip Code)
(404) 843-5000
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(Registrant's telephone number, including area code)
<PAGE>
Item 2 Acquisition or Disposition of Assets.
On August 12, 1999, Cox Communications, Inc. completed the acquisition of
TCA Cable TV, Inc., which serves 883,000 customers in Texas, Louisiana, Arkansas
and four other states, for a combination of cash and Cox Class A common stock
with an aggregate value of approximately $4 billion, including the assumption of
debt. Additionally, Cox will assume ownership of VPI Communications, Inc., the
nation's largest third party turnkey advertising insertion provider (dba "Cable
Time"), which serves 82 multiple system operators representing more than 3.5
million customers nationwide. A copy of Cox's press release announcing the
consummation of the TCA transaction is being filed as Exhibit 99.1 with this
report.
The TCA acquisition was structured as a merger of TCA with and into Cox
Classic Cable, Inc., a wholly owned subsidiary of Cox, with Cox Classic Cable as
the surviving corporation. TCA's shareholders, which consisted of various
individual and institutional investors, will receive an aggregate of
approximately $1.67 billion in cash and approximately 38.3 million shares of Cox
Class A common stock as consideration for their shares of TCA common stock. A
copy of Cox's press release announcing final election results is being filed as
Exhibit 99.3 with this report. In addition, Cox assumed approximately $540
million of outstanding TCA indebtedness. To refinance a portion of TCA's
indebtedness and fund the cash payments to TCA shareholders, Cox will use a
combination of a portion of the proceeds from its August public offerings and
commercial paper borrowings.
In connection with the TCA acquisition, Cox appointed Fred Nichols as
Executive Vice President of Operations. Mr. Nichols had been Chief Executive
Officer of TCA. A copy of Cox's press release announcing the appointment of Mr.
Nichols is being filed as Exhibit 99.2 with this report.
Item 7 Financial Statements and Exhibits
(a) Financial statements of business acquired.
Unaudited financial statements for the six months ended April 30, 1999
and 1998 audited financial statements for the fiscal year ended
October 31, 1998 of TCA Cable TV, Inc. (incorporated by reference to
Cox's Form 8-K/A filed on July 20, 1999).
(b) Pro forma financial information.
Pro forma financial statements reflecting the acquisition of TCA
(incorporated by reference to Cox's Form 8-K/A filed on July 20,
1999).
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 11, 1999, by and
among Cox Communications, Inc., Cox Classic Cable, Inc. and TCA
Cable TV, Inc. (incorporated by reference to Exhibit 2.1 of Cox's
Form 8-K filed on May 14, 1999).
<PAGE>
2.2 Amendment No.1 to Agreement and Plan of Merger, dated as of
August 10, 1999, by and among Cox Communications, Inc., Cox
Classic Cable, Inc. and TCA Cable TV, Inc.
4.1 Indenture, dated as of January 30, 1998, between TCA Cable TV,
Inc. and Chase Bank of Texas, National Association, as Trustee
(incorporated by reference to Exhibit 4(a) of TCA's registration
statement on Form S-3, File No. 333-32015).
4.2 First Supplemental Indenture, dated as of August 12, 1999, among
TCA Cable TV, Inc., Cox Classic Cable, Inc. and Chase Bank of
Texas, National Association, as Trustee.
99.1 Press Release dated August 12, 1999
99.2 Press Release dated August 12, 1999
99.3 Press Release dated August 20, 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: August 25, 1999 By: /s/ Andrew A. Merdek
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Andrew A. Merdek
Secretary
Exhibit 2.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment")
is entered into as of August 10, 1999, by and among Cox Communications, Inc., a
Delaware corporation ("Cox"), Cox Classic Cable, Inc., a Delaware corporation
("CCC"), and TCA Cable TV, Inc., a Texas corporation ("TCA").
RECITALS
WHEREAS, Cox, CCC and TCA entered into an Agreement and Plan of Merger,
dated as of May 11, 1999 (the "Merger Agreement"), and the parties desire to
amend the Merger Agreement as provided in this Amendment; and
WHEREAS, TCA, TCA Cable TV of Central Texas, Inc., a Texas corporation
("TCA Sub"), Cablevision of Leander, Inc., a Texas corporation ("Leander"), and
John Muraglia, Dale Hoffman, Lola H. McDaniel and the Estate of Moran K.
McDaniel, Deceased, by and through its co-executors, Melissa Lyons Gardner and
Mark A. Lyons (collectively, the "Shareholders") have entered into an Agreement
and Plan of Reorganization, dated effective as of June 25, 1999, as amended and
assigned from TCA Sub to TCA Cable TV of Central Texas II, Inc. by Amendment No.
1 to Agreement and Plan of Reorganization, dated as of July 25, 1999 (as so
amended, the "Leander Agreement"); and
WHEREAS, TCA, TCA Sub, Williamson County Cablevision Company, a Texas
corporation ("Williamson"), and the Shareholders have entered into an Agreement
and Plan of Reorganization, dated effective as of June 25, 1999, as amended and
assigned from TCA Sub to TCA Cable TV of Central Texas III, Inc. by Amendment
No. 1 to Agreement and Plan of Reorganization, dated as of July 25, 1999 (as so
amended, the "Williamson Agreement"); and
WHEREAS, TCA, TCA Sub, Cablevision of Pflugerville, Inc., a Texas
corporation ("Pflugerville"), the Shareholders and Conover Hartin III have
entered into an Agreement and Plan of Reorganization, dated effective as of June
25, 1999, as amended by Amendment No. 1 to Agreement and Plan of Reorganization,
dated as of July 25, 1999 (as so amended, the "Pflugerville Agreement" and,
together with the Leander Agreement and the Williamson Agreement, the "North
Austin Agreements"); and
WHEREAS, pursuant to the North Austin Agreements, TCA has agreed to
acquire the businesses of Leander, Williamson and Pflugerville, including
without limitation the cable television systems owned by Leander, Williamson and
Pflugerville (collectively, the "North Austin Systems"), pursuant to the merger
of subsidiaries of TCA with and into Leander, Williamson and Pflugerville (the
"North Austin Mergers"), in exchange for which TCA will pay the Shareholders and
Conover Hartin III, collectively, an aggregate of 1,460,340 shares of TCA common
stock, par value $.10 per share ("TCA Stock"), subject to upward or downward
adjustment as provided in the North Austin Agreements (the "Consideration"); and
WHEREAS, TCA Cable TV of Missouri, Inc. ("TCA Missouri") and Southwest
Missouri Cable TV, Inc. ("Southwest Missouri") have entered into an Asset
Purchase Agreement, dated as of July 2, 1999 (the "Southwest Missouri
Agreement"), pursuant to which TCA Missouri has agreed to purchase the assets of
Southwest Missouri relating to the operation of certain cable
<PAGE>
television systems as provided in the Southwest Missouri Agreement, for a
purchase price of $28,600,000, subject to upward or downward adjustment as
provided in the Southwest Missouri Agreement; and
WHEREAS, TCA, VPI Communications, Inc., a Texas corporation and a
wholly owned subsidiary of TCA, and Darrell Campbell ("Campbell") have entered
into a Settlement and Non-Competition Agreement, dated effective as of July 21,
1999 (the "Settlement Agreement"), pursuant to which TCA and Campbell have
agreed to terminate Campbell's current Employment Agreement, dated November 1,
1994 (the "Campbell Employment Agreement"); and
WHEREAS, as consideration for the termination of the Campbell
Employment Agreement and for entering into the Settlement Agreement, TCA has
agreed to issue to Campbell 50,000 Shares of TCA Stock; and
WHEREAS, under the terms of the Merger Agreement, Cox's and CCC's
consent is required for TCA and TCA Missouri to consummate the transactions
contemplated under the North Austin Agreements, the Southwest Missouri Agreement
and the Settlement Agreement;
NOW, THEREFORE, in consideration of the premises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, hereby agree as follows:
1. Definitions. All capitalized terms used in this Amendment and not
defined in this Amendment shall have the meanings assigned to them in the Merger
Agreement.
2. North Austin Mergers.
(a) Subject to Sections 2(b) and 2(c) of this Amendment, Cox and CCC
each hereby consents to the terms of the North Austin Agreements and the
consummation of the North Austin Mergers and waives to the extent specified
herein the negative covenants of TCA set forth in Section 5.2(a) of the Merger
Agreement to allow TCA to issue up to 1,606,374 shares of TCA Stock, as provided
in the North Austin Agreements, in order to fund the Consideration and to
consummate the North Austin Mergers.
(b) TCA acknowledges and agrees that the waiver set forth in Section
2(a) of this Amendment shall not be effective, and the North Austin Mergers
shall not be consummated, unless:
(i) each of the representations and warranties of TCA
contained in the Merger Agreement (A) if specifically qualified by materiality,
shall be true and complete as so qualified, and (B) if not qualified by
materiality, shall be true and complete in all material respects, in each case
on and as of the date of the consummation of the North Austin Mergers (except
where any such representation or warranty is as of a specific earlier date, in
which event it shall remain true and complete (as qualified) as of such earlier
date), and in each case both before and after giving effect to the consummation
of the North Austin Mergers and the amendments to the Merger Agreement set forth
in Section 5 of this Amendment; and
<PAGE>
(ii) TCA shall have performed in all material respects all of
its agreements and covenants under the Merger Agreement to have been performed
by it as of the date of the consummation of the North Austin Mergers, both
before and after giving effect to the consummation of the North Austin Mergers
and the amendments to the Merger Agreement set forth in Section 5 of this
Amendment.
(c) The consummation of the North Austin Mergers by TCA shall be deemed
a representation and warranty by TCA to Cox and CCC that the conditions set
forth in Section 2(b) of this Amendment have been met, and it shall be a
condition to the obligations of Cox and CCC to consummate the transactions
contemplated by the Merger Agreement that such representation and warranty shall
be true and complete in all respects.
(d) TCA acknowledges and agrees that notwithstanding anything to the
contrary in the Merger Agreement or in this Amendment, TCA shall not, directly
or indirectly, without the prior consent of Cox, acquire title to, or enter into
an agreement to acquire title to, the real property leased by Williamson
pursuant to (i) Lease Agreement, dated January 1, 1996, between Moran K.
McDaniel and Williamson County Cablevision Company and (ii) Lease Agreement,
dated January 1, 1996, between Moran K. McDaniel and Williamson County
Cablevision Company, which leases are disclosed on Schedule 3.15(c) to the North
Austin Agreements.
(e) TCA represents and warrants that it has no obligation to make any
payments pursuant to that certain Brokerage Agreement entered into with Meridian
Communications, Inc. (the "Brokerage Agreement") which Brokerage Agreement is
described on Schedule 3.24 to the North Austin Agreements. TCA acknowledges and
agrees that any and all payments to be made to Meridian Communications, Inc. or
any other person or entity pursuant to the Brokerage Agreement shall be made
solely by the Shareholders.
3. Southwest Missouri Acquisition.
(a) Subject to Section 3(b) of this Amendment, Cox and CCC each hereby
consents to the terms of the Southwest Missouri Agreement and waives to the
extent specified herein the negative covenants of TCA contained in the Merger
Agreement to allow TCA Missouri to consummate the transactions contemplated by
the Southwest Missouri Agreement for a total of $28,600,000, subject to
adjustment as provided in the Southwest Missouri Agreement.
(b) Notwithstanding anything to the contrary in this Amendment, the
parties hereto agree that the closing under the Southwest Missouri Agreement
shall not be consummated prior to the closing under the Merger Agreement unless
(i) the Merger Agreement is further amended, to be effective immediately
following the closing under the Southwest Missouri Agreement, to amend the
definition of "Cable System" to include the cable television system acquired
pursuant to the Southwest Missouri Agreement and to otherwise provide in the
Merger Agreement for the acquisition of such cable television system to the
satisfaction of Cox and CCC and (ii) TCA shall make similar representations and
warranties to Cox and CCC in connection with the Southwest Missouri Agreement as
are made in connection with the North Austin Mergers in Section 2 of this
Amendment.
<PAGE>
4. Settlement Agreement. Cox and CCC each hereby consents to the terms of the
Settlement Agreement and waives to the extent specified herein the negative
covenants of TCA set forth in Section 5.2(a) of the Merger Agreement to allow
TCA to enter into the Settlement Agreement and issue 50,000 shares of TCA Stock
to Campbell.
5. Amendment. Effective immediately, the Merger Agreement shall be amended as
follows:
(a) Section 2.2(c) of the Merger Agreement shall be amended: (i) by
deleting "0.3709" where it appears in Section 2.2(c)(i) and substituting in lieu
thereof "0.7418", and (ii) by deleting "0.7418" where it appears in Section
2.2(c)(ii) and substituting in lieu thereof "1.4836".
(b) Section 2.2(d) of the Merger Agreement shall be amended by deleting
the section in its entirety and substituting in lieu thereof the following:
(d) Maximum Parent Shares and Maximum Cash Amount.
(i) Subject to adjustment pursuant to Section 2.2(d)(ii), the
aggregate maximum number of shares of Parent Class A Common
Stock into which shares of Company Common Stock may be
converted pursuant to this Section 2.2 shall be 39,561,270
(the "Maximum Parent Shares"). The aggregate maximum amount of
cash into which shares of Company Common Stock may be
converted pursuant to this Section 2.2 shall be $1,666,607,844
(the "Maximum Cash Amount").
(ii) Reduction of Maximum Cash Amount and Maximum Parent
Shares.
(A) In the event the Company, Parent or Merger Sub or
an Affiliate thereof purchases the Warrant before or
substantially concurrent with the Effective Time,
then (y) the Maximum Cash Amount shall be decreased
by $18,750,000 and (z) the Maximum Parent Shares
shall be decreased by 445,080.
(B) In the event there shall remain at the Effective
Time any outstanding Stock Options or Director
Options, then (y) the Maximum Cash Amount shall be
decreased by the product of $31.25 and the number of
shares of Company Common Stock subject to outstanding
Stock Options and Director Options, and (z) the
Maximum Parent Shares shall be decreased by the
product of .7418 and the number of shares of Company
Common Stock subject to outstanding Stock Options and
Director Options. For purposes of this Clause (B),
any Stock Options and Director Options with respect
to which an election has been made or deemed made
pursuant to Section 2.6(a) or Section 2.6(b) shall be
treated as outstanding at the Effective Time.
<PAGE>
(C) Subsequent to the closing of the North Austin
Mergers, (1) the Maximum Parent Shares shall be
reduced by (x) the difference between 1,606,370 and
the number of shares of Company Common Stock issued
in connection with the North Austin Mergers
multiplied by (y) .7418, and (2) the Maximum Cash
Amount shall be reduced by (x) the difference between
1,606,370 and the number of shares of Company Common
Stock issued in connection with the North Austin
Mergers multiplied by (y) $31.25.
(D) Each of the adjustments provided for in Sections
2.2(d)(ii)(A), (B) and (C) shall operate
independently of each other and the Maximum Cash
Amount and the Maximum Parent Shares as of the
Effective Time shall be calculated with reference to
each such adjustment.
(c) Section 2.2 of the Merger Agreement shall be amended by
deleting Section 2.2(m) in its entirety.
(d) Section 2.6(a) of the Merger Agreement shall be amended by
adding the following sentence as the new second sentence thereof:
Any non-employee director who does not make an election
pursuant to either Section 2.6(a)(i) or Section 2.6(a)(ii) by
the applicable election date (to be specified by Parent) shall
be deemed to have made an election under Section 2.6(a)(ii) as
of such date.
(e) Section 2.6(b) of the Merger Agreement shall be amended by
adding the following sentence as the new second sentence thereof:
Any employee who does not make an election pursuant to either
Section 2.6(b)(i) or Section 2.6(b)(ii) by the applicable
election date (to be specified by Parent) shall be deemed to
have made an election under Section 2.6(b)(i) as of such date.
(f) Section 5.10(a) of the Merger Agreement shall be amended by
deleting the first sentence in its entirety and by substituting in lieu thereof
the following sentence:
For the period ending on the last day of the first calendar
year beginning after the Effective Date, Parent shall or shall
cause the Surviving Corporation to maintain employee benefit
plans and arrangements that provide benefits, in the
aggregate, on the same terms and subject to the same
conditions as in effect under such Benefit Plan (not taking
into account either benefits under any Benefit Plan that are
equity based or benefits under any employee benefit plans or
arrangements that cover or
<PAGE>
have covered employees that work or have worked for businesses
acquired by the Company, whether by merger, asset or stock
purchase or otherwise, after the date of this Agreement).
(g) Article Six of the Merger Agreement shall be amended by adding the
following new Section 6.9:
Section 6.9 North Austin Company Entities. The Company
shall own directly all of the outstanding capital stock of
each of Williamson County Cablevision Company, Cablevision
of Leander, Inc. and Cablevision of Pflugerville, Inc. as of
the Closing.
(h) Exhibit A to the Merger Agreement shall be amended by deleting the
definition of "Cable Systems" in its entirety and substituting in lieu thereof
the following definition:
"Cable Systems" means (i) the cable television systems owned
and operated by the Company Entities as of the date hereof,
all of which are set forth on Exhibit C, together with a list
of communities served by each such Cable System, and (ii) the
North Austin Systems.
(i) Exhibit A to the Merger Agreement shall be further amended by
deleting the definition of "Company Entities" in its entirety and substituting
in lieu thereof the following definition:
"Company Entities" means (i) the Company and the Subsidiaries
of the Company which are listed on Schedule 3.2(a), (ii) TCA
Cable TV of Central Texas II, Inc. and (iii) TCA Cable TV of
Central Texas III, Inc.
(j) Exhibit A to the Merger Agreement shall be further amended by
adding the following new definitions:
"North Austin Agreements" means (i) the Agreement and Plan of
Reorganization, dated effective June 25, 1999, among the
Company, TCA Cable TV of Central Texas, Inc., Cablevision of
Leander, Inc., John Muraglia, Dale Hoffman, Lola H. McDaniel
and the Estate of Moran K. McDaniel, Deceased, by and through
its co-executors, Melissa Lyons Gardner and Mark A. Lyons, as
amended and assigned from TCA Cable TV of Central Texas, Inc.
to TCA Cable TV of Central Texas II, Inc. by Amendment No. 1
to Agreement and Plan of Reorganization, dated as of July 25,
1999, (ii) the Agreement and Plan of Reorganization, dated
effective June 25, 1999, among the Company, TCA Cable TV of
Central Texas, Inc., Williamson County Cablevision Company,
John Muraglia, Dale Hoffman, Lola H. McDaniel and the Estate
of Moran K. McDaniel, Deceased, by and through its
co-executors, Melissa Lyons Gardner and
<PAGE>
Mark A. Lyons, as amended and assigned from TCA Cable TV of
Central Texas, Inc. to TCA Cable TV of Central Texas III, Inc.
by Amendment No. 1 to Agreement and Plan of Reorganization,
dated as of July 25, 1999, and (iii) the Agreement and Plan of
Reorganization, dated effective June 25, 1999, among the
Company, TCA Cable TV of Central Texas, Inc., Cablevision of
Pflugerville, Inc., John Muraglia, Dale Hoffman, Lola H.
McDaniel, Conover Hartin III and the Estate of Moran K.
McDaniel, Deceased, by and through its co-executors, Melissa
Lyons Gardner and Mark A. Lyons, as amended by Amendment No. 1
to Agreement and Plan of Reorganization, dated as of July 25,
1999.
"North Austin Mergers" means the following transactions that
shall be consummated pursuant to the North Austin Agreements:
(i) TCA Cable TV of Central Texas II, Inc. shall be merged
into Cablevision of Leander, Inc. and the separate existence
of TCA Cable TV of Central Texas II, Inc. shall cease,(ii) TCA
Cable TV of Central Texas III, Inc. shall be merged into
Williamson County Cablevision Company and the separate
existence of TCA Cable TV of Central Texas III, Inc. shall
cease, and (iii) TCA Cable TV of Central Texas, Inc. shall be
merged into Cablevision of Pflugerville, Inc. and the separate
existence of TCA Cable TV of Central Texas, Inc. shall cease.
"North Austin Systems" means the cable television systems
formerly owned and operated by Cablevision of Leander, Inc.,
Cablevision of Pflugerville, Inc. and Williamson County
Cablevision Company that were acquired by certain Company
Entities pursuant to the North Austin Mergers.
(k) Schedule 3.7(a) shall be amended by appending thereto the
Addendum to Schedule 3.7(a) attached hereto.
6. Governing Law. This Amendment shall be governed, construed and enforced in
accordance with the laws of the State of Delaware (without regard to the choice
of law provisions thereof).
7. Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
8. Reference to Merger Agreement. Except as amended hereby, the Merger Agreement
shall remain in full force and effect and is hereby ratified and confirmed in
all respects. No waiver of any term or provision of the Merger Agreement
contained in this Amendment shall be construed as a further or continuing waiver
of such term or provision or any other term or provision of the Merger
Agreement. On and after the effectiveness of the amendment to the Merger
Agreement accomplished hereby, each reference in the Merger Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like import, and each
reference to the Merger Agreement in any agreement, document or instrument
executed and delivered pursuant
<PAGE>
to the Merger Agreement, shall be deemed a reference to the Merger Agreement,
as amended hereby.
9. Benefit and Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
10. Entire Agreement. This Amendment represents the entire understanding and
agreement among the parties with respect to the subject matter hereof.
11. Headings. The Section headings of this Amendment are for convenience of
reference only and do not form a part of this Amendment and do not in any way
modify, interpret or construe the intention of the parties.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Agreement and Plan of Merger as of the date first above written.
COX COMMUNICATIONS, INC.
By: /s/ John M.Dyer
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Name: John M. Dyer
Title: Senior Vice President,
Mergers and Acquisitions,
and Chief Accounting
Officer
COX CLASSIC CABLE, INC.
By: /s/ John M.Dyer
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Name: John M. Dyer
Title: Vice President
TCA CABLE TV, INC.
By: /s/ Robert A. Roseman
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Name: Robert A. Roseman
Title: Vice President
<PAGE>
Addendum to Schedule 3.7(a)
Information Regarding the Business of the North Austin Systems
1. List of Franchises and System Rights for the North Austin Systems
(a) See Schedule 3.10 and Schedule 3.11 to each of the North
Austin Agreements.
2. Approximate Plant Miles for the North Austin Systems
(a) Approximate Total Plant Miles: 498 miles
(b) Approximate Aerial Plant Miles: 279 miles
(c) Approximate Underground Plant Miles: 219 miles
3. Approximate Number of Homes Passes for the North Austin Systems: 31,570
4. Bandwidth Capacities for the North Austin Systems
(a) City of Jarrell: 450 MHz
(b) All Other Areas Served by the North Austin Systems: 550 MHz,
with some portions upgraded to 750 MHz.
Exhibit 4.2
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TCA CABLE TV, INC.,
COX CLASSIC CABLE, INC.,
and
CHASE BANK OF TEXAS, N.A.,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of August 12, 1999
Supplement to Indenture dated as of January 30, 1998, between
TCA Cable TV, Inc. and Chase Bank of Texas, N.A., as
Trustee, relating to Securities
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<PAGE>
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of August 12, 1999, among TCA
Cable TV, Inc., a corporation duly organized and existing under the laws of the
State of Texas (the "Company"), Cox Classic Cable, Inc., a corporation duly
organized and existing under the laws of the State of Delaware ("Cox"), and
Chase Bank of Texas, N.A., a national banking association duly organized and
existing under the laws of the United States (the "Trustee"), as Trustee under
the Indenture hereinafter mentioned.
WITNESSETH
WHEREAS, the Company heretofore executed and delivered to the Trustee
an Indenture dated as of January 30, 1998 (the "Indenture"), providing for the
issuance of the Company's Securities (the "Securities");
WHEREAS, on or about February 5, 1998, the Company issued and sold
$200,000,000 aggregate principal amount of 6.53% Debentures due 2028 under the
Indenture, all of which is currently outstanding;
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
as of May 11, 1999, by and among Cox Communications, Inc., a Delaware
corporation and parent of Cox, Cox and the Company, the Company will be merged
with and into Cox and will cease to exist;
WHEREAS, Section 901 of the Indenture, "Supplemental Indentures Without
Consent of Securityholders", provides that provisions of the Indenture may be
amended or supplemented without the consent of the Holders with respect to
certain matters therein identified;
WHEREAS, Cox desires in and by this First Supplemental Indenture to be
bound by all the terms and conditions of the Indenture and assume all of the
Company=s obligations under the Indenture;
WHEREAS, all conditions necessary to authorize the execution and
delivery of this First Supplemental Indenture and to make this First
Supplemental Indenture valid and binding have been complied with or have been
done or performed;
NOW THEREFORE, in consideration of the above premises, and in order to
comply with the terms of the Indenture, the Company and Cox covenant with the
Trustee as follows:
ARTICLE ONE
DEFINITIONS
Section 1.01. For all purposes of the Indenture and this First
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:
<PAGE>
(a) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to the Indenture and this First Supplemental
Indenture as a whole and not to any particular Article, Section or
subdivision; and
(b) capitalized terms used but not defined herein shall have the
meanings assigned to them in the Indenture.
ARTICLE TWO
AMENDMENT AND SUPPLEMENT
Section 2.01. Cox hereby agrees to be bound by all of the terms,
conditions and covenants of the Indenture and assumes all of the Company=s
obligations under the Indenture.
ARTICLE THREE
MISCELLANEOUS
Section 3.01. All of the terms and conditions of the Indenture shall
remain in full force and effect, except as modified hereby, and the Holders are
bound by the Indenture, as amended, pursuant to Section 904 thereof.
Section 3.02. The Trustee accepts the modification of the Indenture
effected by this First Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of the
Company. The Trustee makes no representation and shall have no responsibility as
to the validity of this First Supplemental Indenture.
Section 3.03. In case any provision in this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions of this First Supplemental Indenture
or the Indenture shall not in any way be affected or impaired thereby.
Section 3.04. This First Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflicts of laws.
Section 3.05. This First Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
<PAGE>
IN WITNESS WHEREOF, the Company, Cox and the Trustee have caused their
names to be signed hereto by their respective officers thereunder duly
authorized and their respective corporate seals, duly attested, to be hereunto
duly affixed, all as of the day and the year first above written.
TCA CABLE TV, INC.
[SEAL]
By: /s/ Fred R. Nichols
Name: Fred R. Nichols
Attest: Title: Chairman, Chief Executive
Officer and President
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COX CLASSIC CABLE, INC.
[SEAL]
By: /s/ John M. Dyer
Name: John M. Dyer
Attest: Title: Vice President
- --------------------------------
CHASE BANK OF TEXAS, N.A.
[SEAL]
By: /s/ John G. Jones
Name: John G. Jones
Attest: Title: Vice President
- --------------------------------
Exhibit 99.1
[COX GRAPHIC OMITTED] [TCA GRAPHIC OMITTED]
FOR RELEASE IMMEDIATELY AUGUST 12, 1999
COX COMMUNICATIONS COMPLETES TCA CABLE TV TRANSACTION
ATLANTA - Cox Communications, Inc., today announced it has completed
its acquisition of TCA Cable TV, Inc. which serves 883,000 customers in Texas,
Louisiana, Arkansas and four other states. The transaction received final
approval today during a special meeting of TCA shareholders.
Additionally, Cox will assume ownership of VPI Communications, Inc.,
the nation's largest third party turnkey advertising insertion provider (dba
"Cable Time"), which serves 82 multiple system operators representing more than
3.5 million customers nationwide.
Under terms of the agreement announced in May, Cox has acquired TCA in
a cash and stock transaction valued at approximately $4 billion, including the
assumption of debt. In conjunction with this announcement, Fred Nichols,
formerly President and CEO of TCA Cable, will become Executive Vice President of
Operations for Cox Communications.
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; local and long distance telephone services under the Cox Digital
Telephone brand; high-speed Internet access via Cox@Home; advanced digital video
programming services under the Cox Digital TV brand; 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.
# # #
CONTACTS:
Cox Communications, Inc.
Media: Ellen East: 404/843-5281
pager: 1-888-773-6994
Amy Cohn: 404/843-5769
pager: 1-888-395-1854
Analysts/
Investors: Mark Major: 404/843-5447
pager: 1-888-467-9374
Exhibit 99.2
[COX GRAPHIC OMITTED]
For immediate release August 12, 1999
Fred Nichols Appointed Executive Vice President of Operations
for Cox Communications, Inc.
ATLANTA --The appointment of Fred Nichols to Executive Vice President
of Operations for Cox Communications Inc. was announced today by Jim Robbins,
President and CEO.
In his new position, Mr. Nichols will oversee all operations of the
former-TCA Cable operations acquired today by Cox Communications. These
operations are located in Texas, Arkansas, Louisiana and four other states.
In making the announcement, Mr. Robbins said: "Fred is a highly
regarded, long-time cable industry veteran and we're delighted to add him to our
executive team at Cox. Under Fred's continued leadership and oversight, we are
confident that we will successfully execute our plans to offer advanced services
in the communities formerly served by TCA."
Mr. Nichols joined TCA Cable in 1980 as Treasurer and served in a
variety of senior management roles prior to being named President and Chief
Operating Officer in 1990. He was appointed Chief Executive Officer in 1997.
Prior to joining TCA, he served nine years in the commercial banking industry.
A graduate of Baylor University, Mr. Nichols currently serves on the
Boards of Directors of the National Cable Television Association and C-SPAN and
is Chairman of the Board of Telesynergy, Inc., a cable television programming
purchasing consortium.
Following the close of pending cable system acquisitions, Cox will
serve approximately six 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; local and long distance telephone services under the Cox
Digital Telephone brand; high-speed Internet access via Cox@Home; advanced
digital video programming services under the Cox Digital TV brand; 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: Amy Cohn
Director of Corporate Communications
404/843-5769 phone
888/395-1854 pager
Exhibit 99.3
Cox Communications
Announces Final
Election Results for
TCA Acquisition
8/20/99
ATLANTA - Cox Communications, Inc. (NYSE: COX) today announced the final
election results for TCA Cable TV shareholders in connection with Cox's
acquisition of TCA finalized last week. The three election options for each TCA
shareholder were as follows:
1. 0.7418 of a share of Cox Class A common stock and $31.25 in cash
2. 1.4836 shares of Cox Class A common stock
3. $62.50 in cash
TCA shareholders choosing option one or two will receive their election. TCA
shareholders choosing option three will receive approximately 0.4620 of a share
of Cox Class A common stock and $43.04 in cash. TCA shareholders should expect
to receive transmittal instructions from the exchange agent, First Chicago Trust
Company, by August 31, 1999.
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; local
and long distance telephone services under the Cox Cable Digital Telephone
brand; high-speed Internet access via Cox@Home; advanced digital video
programming services under the Cox Digital Cable brand; 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 Mark Major for more information.
