UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES ACT OF 1934
Cox Communications, Inc. Cox Trust II
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(Exact name of Registration (Exact name of Registration
as specified in charter) as specified in trust agreement)
Delaware Delaware
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(State of Incorporation) (State of incorporation or organization)
58-2112251 58-6395888
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(IRS Employer Identification No.) (IRS Employer Identification No.)
1400 Lake Hearn Drive, Atlanta, Georgia 30319
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
Growth PRIDES of Cox Communications, Inc.
(each consisting of a (i) purchase contact
and (ii)a zero coupon U.S. Treasury Security New York Stock Exchange
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Income PRIDES of Cox Communications, Inc.
(each consisting of a (i) purchase contact
and (ii)a Capital Security New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d),check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-82575 and 333-82575-02 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED
The classes of securities to be registered hereby are Growth PRIDES of Cox
Communications, Inc., a Delaware Corporation (each consisting of a (i) purchase
contract and (ii) a zero coupon U.S. Treasury Security) and Income PRIDES of Cox
Communications, Inc. (each consisting of a (i) purchase contract and (ii) a
Capital Security of Cox Trust II).
For a description of the Growth PRIDES and the Income PRIDES of Cox
Communications, Inc., reference is made to the Registration Statement on Form
S-3 of Cox Communications, Inc. and Cox Trust II (Registration Nos. 333-82575
and 333-82575-02) filed with the Securities and Exchange Commission on July 9,
1999, Amendment No. 1 thereto, filed on July 28, 1999 and Amendment No. 2
thereto, filed on July 30, 1999 (the "Registration Statement"), and the forms of
prospectus supplement for the Growth PRIDES and the Income PRIDES included
therein, which description is incorporated herein by reference. Definitive
copies of the prospectus supplement describing the FELINE PRIDES units will be
filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and
shall be incorporated by reference into this Registration Statement on Form 8-A.
ITEM 2. EXHIBITS
4.1 Form of Supplemental Indenture of Cox Communications, Inc. relating to
the Debt Securities (incorporated herein by reference to Exhibit 4.16
to the Registration Statement on Form S-3, file no. 333-82575).
4.2 Form of Certificate of Debentures (included in Exhibit 4.1).
4.3 Certificate of Trust of Cox Trust II (incorporated herein by reference
to Exhibit 4.4 to the Registration Statement on Form S-3, file no.
333-82575-02).
4.4 Form of Amended and Restated Declaration of Trust of Cox Trust II
(incorporated herein by reference to Exhibit 4.10 to the Registration
Statement on Form S-3, file no. 333-82575-02).
4.5 Form of Capital Security Certificate of Cox Trust II (included as an
exhibit to Exhibit 4.4).
4.6 Form of Capital Securities Guarantee Agreement for Cox Trust II
(incorporated herein by reference to Exhibit 4.6 to the Registration
Statement on Form S-3, file no. 333-82575-02).
4.7 Form of Purchase Contract Agreement between Cox Communications, Inc.
and The First National Bank of Chicago, as Purchase Contract Agent
(incorporated herein by reference to Exhibit 4.13 to the Registration
Statement on Form S-3, file no. 333-82575-02).
4.8 Form of Pledge Agreement between Cox Communications, Inc., The First
National Bank of Chicago, as Purchase Contract Agent and The Bank of
New York, as Collateral Agent (incorporated herein by reference to
Exhibit 4.15 to the Registration Statement on Form S-3, file no.
333-82575-02)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
COX COMMUNICATIONS, INC.
Date: August 6, 1999 By: /s/ Dallas S. Clement
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Dallas S. Clement
Vice President and Treasurer
COX TRUST II
Date: August 6, 1999 By: /s/ Dallas S. Clement
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Dallas S. Clement
Administrative Trustee
