COX COMMUNICATIONS INC /DE/
8-K, 2000-11-09
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): November 7, 2000

                            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.

         This  Current  Report  on Form 8-K is being  filed  to  incorporate  by
reference  certain  documents  into  Cox's  registration  statement  on Form S-3
(Registration  No.  333-82575) in connection with the sale by Cox on November 7,
2000 of $800,000,000  aggregate  principal  amount of 7 3/4% Notes due 2010 (the
"Notes")  and   $200,000,000   aggregate   principal  amount  of  Floating  Rate
MOPPRSsm/CHEERSsm   (the  "MOPPRS/CHEERS"  and  together  with  the  Notes,  the
"Securities").  For  information  about the  Securities  and the offering of the
Securities,  see Cox's final prospectus  supplement,  dated November 2, 2000, as
filed with the SEC pursuant to Rule 424(b)(5) on November 6, 2000.

Item 7.           Financial Statements and Exhibits

         (a)      Not applicable.

         (b)      Not applicable.

         (c)        Exhibits:

                           1.1      Purchase Agreement,  dated as of November 2,
                                    2000, among Cox Communications,  Inc., Chase
                                    Securities   Inc.,   Merrill  Lynch  &  Co.,
                                    Merrill  Lynch,   Pierce,   Fenner  &  Smith
                                    Incorporated,  Banc  of  America  Securities
                                    LLC,  Salomon  Smith Barney  Inc.,  ABN AMRO
                                    Incorporated,  BNY  Capital  Markets,  Inc.,
                                    SunTrust Equitable  Securities  Corporation,
                                    Wachovia  Securities,  Inc. and The Williams
                                    Capital   Group,   L.P.,   relating  to  the
                                    issuance and sale of the Securities.

                           4.1      Indenture,   dated  as  of  June  27,  1995,
                                    between  Cox  Communications,  Inc.  and the
                                    Bank of New York,  as trustee  (incorporated
                                    by reference to Cox's registration statement
                                    on Form S-1, file no.
                                    33-99116).


                           4.2     Form of Notes.

                           4.3      Form of MOPPRS/CHEERS.

--------
sm "MandatOry Par Put Remarketed  SecuritiesSM" and "MOPPRSSM" are service marks
owned by Merrill Lynch & Co., Inc.

sm "CHase ExtendiblE Remarketable SecuritiesSM" and "CHEERSSM" are service marks
of The Chase Manhattan Corporation.




<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:  November 8, 2000                    By: /s/ Jimmy W. Hayes
                                                 -------------------------------
                                                  Jimmy W. Hayes
                                                  Executive Vice President,
                                                  Finance and Administration and
                                                  Chief Financial Officer









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