COX COMMUNICATIONS INC /DE/
8-K, 2000-05-18
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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): May 12, 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.


         By letter dated May 12, 2000, the  underwriters  exercised their option
to purchase  $194,202,000  aggregate  original principal amount at maturity (the
"Option Securities") of Cox's Exchangeable  Subordinated Discount Debentures due
2020  ( the  "Discount  Debentures")  to  cover  over-allotments.  Cox  received
approximately  $81.0 million on May 18, 2000 in connection with the issuance and
sale of the Option  Securities,  which amount  included  accrued  original issue
discount and cash  interest from April 19, 2000 less  underwriting  commissions.
For more  information  about the  Discount  Debentures  and the  offering of the
Discount  Debentures,  see Cox's final  prospectus  supplement,  dated April 13,
2000, as supplemented and filed with the SEC pursuant to Rule 424(b)(5) on April
18, 2000.


         The Discount Debentures are listed on the New York Stock Exchange under
the trading symbol "COX DC20."


Item 7.           Financial Statements and Exhibits


         (a)      Not applicable.


         (b)      Not applicable.


         (c)        Exhibits:

                           1.1      Purchase  Agreement,  dated as of April  13,
                                    2000, among Cox Communications, Inc., Credit
                                    Suisse First Boston  Corporation and Merrill
                                    Lynch & Co., Merrill Lynch, Pierce, Fenner &
                                    Smith Incorporated  relating to the issuance
                                    and   sale   of  the   Discount   Debentures
                                    (incorporated  by reference to Cox's Current
                                    Report on Form 8-K, dated April 19, 2000 and
                                    filed April 24, 2000).

                           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      Third  Supplemental  Indenture,  dated as of
                                    April 19, 2000, between Cox  Communications,
                                    Inc.  and the Bank of New York,  as  trustee
                                    (incorporated  by reference to Cox's Current
                                    Report on Form 8-K, dated April 19, 2000 and
                                    filed April 24, 2000).

                           4.3      Form  of  Discount  Debentures  (included
                                    as an exhibit to the Third Supplemental
                                    Indenture).

<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:  May 18, 2000            By:               /s/ Dallas S. Clement
                                                    ----------------------------
                                                               Dallas S. Clement
                                                               Treasurer


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