COX COMMUNICATIONS INC /DE/
8-K, 1999-01-08
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): January 8, 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.

     In periodic reports filed with the Securities and Exchange  Commission (the
"SEC"),  press  releases and other written or oral  disseminations  from time to
time,  Cox   Communications,   Inc.  ("CCI")  sometimes  makes   forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934,  as amended.  These  forward-looking  statements  include,  among  others,
statements  concerning  our  outlook  for the future and  information  about our
strategic  plans and  objectives,  expectations  as to  subscriber  and  revenue
growth,  anticipated  rates of subscriber  penetration,  and other statements of
expectations, beliefs, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Actual
results may differ materially from those in the forward-looking  statements, and
may be affected by known and unknown  risks,  uncertainties  and other  factors.
Many of these risks and  uncertainties  have been discussed in our prior filings
with the SEC. Factors to consider in connection with any of our  forward-looking
statements include, but are not limited to:

o         Our ability to implement  successfully our  growth  strategies and the
          level  of  success  of our  operating  initiatives,  including  future
          expenditures on capital  projects,  terms and availability of capital,
          the actual level of revenue  growth,  adverse  changes in the price of
          telephony   interconnection  or  cable  television  programming,   and
          disruptions  in the supply of services  and  equipment.  In  addition,
          material changes in the cost of equipment or significant unanticipated
          capital  expenditures  could  disrupt our business  plan and adversely
          affect our business operations.

o         Trends  in  our  businesses,  particularly trends  in the  market  for
          existing  and new  communications  services and  changes  in  business
          strategy and development plans.

o         Our ability to  increase  penetration in  existing markets, as well as
          those we enter through  acquisitions  or other business  combinations,
          including  our ability to continue to control  costs and maintain high
          standards of customer service, the extent to which consumer demand for
          voice, video and data services increases,  subscriber availability and
          growth, and subscriber demand and competition.

o         Our  ability  to  generate  sufficient  cash  flow  to  meet  our debt
          service  obligations  and  to  finance  ongoing  operations.  CCI  has
          historically  reporte net losses,  and we operate  with a  significant
          level of  indebtedness.  Cash generated from operating  activities and
          borrowing  has  been  sufficient  to fund our  debt  service,  working
          capital obligations and capital expenditure  requirements.  We believe
          that  CCI  will  continue  to  generate  cash  and  obtain   financing
          sufficient to meet such requirements.  However,  if CCI were unable to
          meet such  requirements,  we would have to  consider  refinancing  our
          indebtedness or obtaining new financing.  Although in the past we have
          been able to  refinance  our  indebtedness  and obtain new  financing,
          there can be no assurance  that we will be able to do so in the future
          or  that,  if we  were  able  to do  so,  the  terms  available  would
          acceptable  to us. In  addition,  we must manage  exposure to interest
          rate risk due to variable rate debt instruments.

o         Changes in our  relationship with, the performance  of, and the market
          value  of  companies  in  which  we  have   significant   investments,
          especially investments in telecommunications and technology, including
          AT&T Corp., Sprint PCS, At Home Corporation and PrimeStar, Inc.

<PAGE>

o         Competition  from  alternative  methods of receiving and  distributing
          signals and from other sources of news, information and entertainment,
          such as newspapers,  movie theaters, online computer services and home
          video  products.  Because our franchises are generally  non-exclusive,
          there is  potential  for  competition  from other  operators  of cable
          television   systems  and  other   distribution   systems  capable  of
          delivering  programming  to  homes  or  businesses,  including  direct
          broadcast satellite systems and multichannel,  multipoint distribution
          services.  In addition,  we face general competitive factors,  such as
          the  introduction  of  new  technologies   (such  as  Internet-  based
          services), changes in prices or demand for our products as a result of
          competitive  actions or economic  factors,  and competitive  pressures
          within the broadband communications industry.

o         Our ability to obtain  the necessary  FCC, as well as state and local,
          authorizations   for  new  services,   and  our  response  to  adverse
          regulatory  changes.  The cable  television  industry  is  subject  to
          extensive regulation by federal,  local and, in some instances,  state
          governmental agencies.  Advances in communications  technology as well
          as changes  in the  marketplace  and the  regulatory  and  legislative
          environment  are  constantly  occurring.  Thus it is not  possible  to
          predict the effect that ongoing  developments  might have on the cable
          communications industry or on our operations.

o         Year 2000 Readiness  Disclosure: Our ability to mitigate the impact of
          -------------------------------  the  year  2000  issue. Cox has begun
          implementing a plan to assess, remediate and test its computer systems
          , software  applications  and equipment with imbedded  microprocessors
          sufficiently  in  advance of the year 2000 in order to reduce the risk
          of an interruption in critical services related to the millennium date
          change.  We are currently not aware of any material  non-compliance by
          CCI's  vendors or  suppliers  critical to CCI's  operations  that will
          materially  affect our  business;  however,  we do not  control  these
          systems  and cannot  assure  that they will be  converted  in a timely
          fashion and, if not converted, would not have an adverse effect on our
          business operations.


<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: January 8, 1999                  By:  /s/ Andrew A. Merdek
                                                      --------------------
                                                      Andrew A. Merdek
                                                      Corporate Secretary




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