As filed with the Securities and Exchange Commission on July 19, 1999
Registration No. 333-76235
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COX COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 58-2112251
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Jimmy W. Hayes
Executive Vice President,
Finance and Administration,
and Chief Financial Officer
Cox Communications, Inc.
1400 Lake Hearn Drive 1400 Lake Hearn Drive
Atlanta, Georgia 30319 Atlanta, Georgia 30319
(404) 843-5000 (404) 843-5000
(Address, including zip code, and (Name, address, including zip code,
telephone number,including area code, and telephone number, including
of Registrant's principal executive offices) area code, of agent for service)
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Please address a copy of all communications to:
Stuart A. Sheldon, Esq.
Dow, Lohnes & Albertson, PLLC
1200 New Hampshire Avenue, NW
Washington, D.C. 20036
(202) 776-2000
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement, as determined by
market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] (33-76235)
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |X|
<PAGE>
EXPLANATORY NOTE
Cox Communications, Inc. is filing this post-effective amendment to its
registration statement on Form S-3 (File no. 333-76235) pursuant to Rule 462(d)
under the Securities Act of 1933, as amended, solely to file certain exhibits.
Therefore, this post-effective amendment only includes Part II of the
registration statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the expenses of issuance and distribution of the debt
securities registered hereunder on Form S-3, other than underwriting discounts
and commissions. All amounts except the registration fee and the NASD filing fee
are estimated.
Registration fee.............................................*$561,950
Rating Agency fees..............................................50,000
Legal fees and expenses........................................100,000
Accounting fees and expenses....................................50,000
Printing and engraving expenses.................................60,000
Trustee's fees..................................................30,000
Miscellaneous...................................................15,000
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Total......$866,950
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*The aggregate registration fee consists of $458,700 paid in connection with the
filing of this registration statement and $103,250 paid with Cox's existing
registration statement on Form S-3 (File No. 333-58531), of which $350 million
of securities were not issued or sold and are included on this registration
statement pursuant to Rule 429 under the Securities Act.
All of the above expenses have been or will be paid by Cox.
Item 15. Indemnification of Directors and Officers.
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which a director derived an improper personal benefit. Cox's
Amended Certificate of Incorporation contains a provision which eliminates the
liability of directors to the extent permitted by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL, which provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation (a "derivative action")),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Amended Certificate of Incorporation of Cox provides that Cox shall indemnify
its directors and officers to the fullest extent permitted by Delaware law.
<PAGE>
Item 16. Exhibits.
Exhibit
Number Description
4.1 Indenture dated as of June 27, 1995 between Cox Communications,
Inc. and The Bank of New York, as trustee, relating to the debt
securities (previously filed as an exhibit to Cox's Registration
Statement on Form S-1 (File No. 33-99116) and incorporated herein
by this reference).
*5 Opinion of Dow, Lohnes & Albertson, PLLC.
*12 Statement setting forth computation of ratios of earnings to
fixed charges.
23.1 Consent of Deloitte & Touche LLP, Atlanta, Georgia.
23.2 Consent of Deloitte & Touche LLP, Kansas City, Missouri.
23.3 Consent of Dow, Lohnes & Albertson, PLLC (contained in their
opinion filed as Exhibit 5).
24 Form T-1 Statement of Eligibility under the Trust indenture Act
of 1939 of The Bank of New York, as trustee under the indenture
(previously filed as an exhibit to Cox's Registration Statement
on Form S-1 (File No. 33-9200) and incorporated herein by this
reference).
* Previously filed.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) If any of the securities are offered at competitive bidding, (a) to use
its best efforts to distribute prior to the opening of bids, to prospective
bidders, underwriters, and dealers, a reasonable number of copies of a
prospectus which at that time meets the requirements of section 10(a) of the
Act, and relating to the securities offered at competitive bidding, as contained
in the registration statement together with any supplements thereto and (b) to
file an amendment to the registration statement reflecting the results of
bidding, the terms of the reoffering and related matters to the extent required
by
<PAGE>
the applicable form, not later than the first use, authorized by the issuer
after the opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities by the
issuer and no reoffering of such securities by the purchasers is proposed to be
made.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Cox hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by Cox pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this post-effective
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on July 15, 1999.
COX COMMUNICATIONS, INC.
By: /s/ James O. Robbins
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James O. Robbins
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this post-effective amendment has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James C. Kennedy Chairman of the Board of Directors July 15, 1999
- ---------------------
James C. Kennedy
/s/ James O. Robbins President and Chief Executive Officer, Director July 15, 1999
- ---------------------
James O. Robbins
/s Jimmy W. Hayes Senior Vice President, Finance and Administration, July 15, 1999
- --------------------- and Chief Financial Officer
Jimmy W. Hayes
/s/ John M. Dyer Vice President, Mergers and Acquisitions and Chief July 15, 1999
- --------------------- Accounting Officer
John M. Dyer
/s/ David E. Easterly Director July 15, 1999
- ---------------------
David E. Easterly
/s/ Robert C. O'Leary Director July 15, 1999
- ---------------------
Robert C. O'Leary
</TABLE>
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference to this post-effective amendment
No. 1 to Registration Statement No. 333-76235 of Cox Communications, Inc. on
Form S-3 of our report dated February 10, 1999 (March 18, 1999 as Note 18),
appearing in the Annual Report on Form 10-K of Cox Communications, Inc. for the
year ended December 31, 1998 and to the reference to us under the heading
"Experts" in the Prospectus which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
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Atlanta, Georgia
July 16, 1999
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference to this post-effective amendment
No. 1 to Registration Statement No. 333-76235 of Cox Communications, Inc. on
Form S-3 of our report dated February 2, 1999 on the consolidated financial
statements of Cox Communications PCS, L.P. and subsidiaries for each of the
three years ended December 31, 1998, appearing in the Annual Report on Form 10-K
of Cox Communications, Inc. for year ended December 31, 1998 and to the
reference to us under the heading "Experts" in the Prospectus which is part of
this Registration Statement.
/s/ Deloitte & Touche LLP
----------------------------
Kansas City, Missouri
July 16, 1999
