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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): July 7, 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)
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Item 5. Other Events.
On July 7, 1999, Cox issued the following press release:
COX COMMUNICATIONS TO ACQUIRE
CABLE TELEVISION SYSTEMS FROM AT&T
COX EXCHANGES AT&T STOCK FOR CABLE SYSTEMS AND OTHER CONSIDERATION
ATLANTA - Cox Communications, Inc. (NYSE: COX) announced today that it has
signed a definitive agreement with AT&T to exchange its AT&T stock for cable
television systems that serve approximately 495,000 customers and other
consideration, including cash.
In return for its 50.3 million shares of AT&T stock, Cox will receive:
- The AT&T Broadband & Internet Services (AT&T BIS) cable systems
serving Tulsa, Oklahoma (160,000 customers) and Baton Rouge,
Louisiana (156,000 customers)
- AT&T BIS's 20% ownership in a partnership with TCA Cable TV,
representing 62,000 attributable customers in Texas, Louisiana and
New Mexico. In a separate transaction announced in May, Cox is
acquiring TCA in a transaction valued at approximately $4 billion.
- Peak Cablevision, which is currently owned by AT&T BIS and the
Fisher family and has 117,000 customers in Oklahoma, Arkansas, Utah
and Nevada
- Approximately $750 million in other consideration, including cash
Based on Tuesday's closing price of AT&T's stock, the transaction is valued at
approximately $2.8 billion, or $4,230 per subscriber. The agreement has been
approved by the boards of AT&T and Cox Communications, and will be subject to
necessary government and regulatory approvals. Closing is conditioned upon the
ability of Cox and AT&T to qualify the transaction as a tax-free reorganization.
It is expected to close by the end of the first quarter of 2000.
Cox Communications President and CEO Jim Robbins commented, "This is a very
exciting acquisition that strongly supports Cox's key long-term strategies.
First, these large, consolidated, technologically advanced systems are in
attractive metro markets and greatly enhance our already strong presence in
Oklahoma and Louisiana. They also complement some of the regional system
clusters included in our pending TCA acquisition. Second, the transaction is
consistent with our strategy of leveraging our nonconsolidated investments and
converting them into assets that generate revenue and operating cash flow, and
enhance shareholder value."
Robbins added that following Cox's acquisition of the AT&T BIS and TCA
operations, the company will serve more than 1.7 million customers in the region
encompassing Oklahoma, Arkansas, Louisiana and Texas. "This will create a major,
heavily concentrated regional cluster that is similar in size, importance and
potential to our significant presence in the Southwest," he said.
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This transaction is not connected to an agreement on the provision of local
telephone service.
Merrill Lynch & Co. served as financial advisor to Cox in the transaction.
Following the close of pending cable system acquisitions, Cox will serve
approximately 5.5 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.
Any statements in this press release that are not historical facts are
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. The words "estimate," "anticipate" and other
expressions that indicate future events and trends identify forward-looking
statements. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from
historical results or those Cox anticipates. Factors that could have a material
and adverse impact on actual results are described in Cox's current report on
Form 10-K, dated March 29, 1999. All forward-looking statements in this press
release are qualified by reference to the cautionary statements included in
Cox's Form 10-K.
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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: July 7, 1999 By: /s/ Shauna J. Sullivan
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Shauna J. Sullivan
Assistant Secretary
