UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GENESIS DIRECT, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
371935-10-7
(CUSIP Number)
Andrew A. Merdek, Esq.
Cox Enterprises, Inc.
1400 Lake Hearn Drive, N.E.
Atlanta, Georgia 30319
(404) 843-5564
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 14, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 371935-10-7 Page 2 of 20
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cox Gifts, Inc. f/k/a Carol Wright Gifts Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,400,000; See Items 3-5
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,400,000; See Items 3-5
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000; See Items 3-5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%; See Items 3-5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 371935-10-7 Page 3 of 20
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cox Target Media, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,400,000; See Items 3-5
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,400,000; See Items 3-5
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000; See Items 3-5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%; See Items 3-5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 371935-10-7 Page 4 of 20
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cox Investment Company, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,400,000; See Items 3-5
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,400,000; See Items 3-5
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000; See Items 3-5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%; See Items 3-5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 371935-10-7 Page 5 of 20
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cox Enterprises, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,400,000; See Items 3-5
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,400,000; See Items 3-5
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000; See Items 3-5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%; See Items 3-5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 371935-10-7 Page 6 of 20
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barbara Cox Anthony
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,400,000; See Items 3-5
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,400,000; See Items 3-5
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000; See Items 3-5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%; See Items 3-5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Trustee, See Item 2)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 371935-10-7 Page 7 of 20
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anne Cox Chambers
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,400,000; See Items 3-5
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,400,000; See Items 3-5
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000; See Items 3-5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%; See Items 3-5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Trustee, Dee Item 2)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
INTRODUCTION
This Report on Schedule 13D (this "Report") relates to the acquisition of
direct or indirect ownership of (i) an aggregate of 2,400,000 shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of Genesis Direct Inc., a
Delaware corporation (the "Issuer" or the "Company"), pursuant to an Asset
Purchase Agreement, dated as of August 5, 1998, as amended and attached hereto
as Exhibits 10.1 and 10.2 (as amended, the "Asset Purchase Agreement"), among,
inter alia, Carol Wright Gifts, Inc., n/k/a Cox Gifts, Inc., a Delaware
corporation ("CGI"), Cox Target Media, Inc., a Delaware corporation and parent
of CGI ("CTM"), and Genesis Direct Forty-Three, LLC, a Delaware limited
liability company all of the membership interests of which are owned, directly
or indirectly, by the Issuer ("Buyer"), and (ii) a convertible note, dated
September 14, 1998 (the "Note" and collectively, with the Common Stock, the
"Securities"), convertible into an aggregate of 1,000,000 shares of Issuer's
Common Stock, by CGI, CTM, Cox Investment Company, Inc. ("CIC"), Cox
Enterprises, Inc. ("CEI" and collectively with CGI, CTM and CIC, the "Cox
Entities"), Barbara Cox Anthony ("Mrs. Anthony"), and Anne Cox Chambers ("Mrs.
Chambers," and collectively with Mrs. Anthony and the Cox Entities, the
"Reporting Persons").
The summary descriptions contained in this Report of certain agreements and
documents are qualified in their entirety by reference to the complete texts of
such agreements and documents filed as Exhibits hereto and incorporated herein
by reference.
ITEM 1. Security and Issuer.
(a) Common Stock
(CUSIP No. 371935-10-7)
(b) Genesis Direct, Inc.
100 Plaza Drive
Secaucus, NJ 07094
ITEM 2. Identity and Background.
This Report is being filed jointly by the Reporting Persons. All of the Cox
Entities are incorporated in the State of Delaware. The Cox Entities are
principally involved in newspaper publishing, broadband communications including
cable television, television and radio broadcasting, and automobile auctions.
The principal office and business address of the Cox Entities is 1400 Lake Hearn
Drive, N.E., Atlanta, Georgia 30319. Mrs. Chambers and Mrs. Anthony are both
United States citizens. The principal residence address of Mrs. Chambers is 426
West Paces Ferry Road, N.W., Atlanta, Georgia 30305 and the principal residence
address of Mrs. Anthony is 3944 Noela Place, Honolulu, Hawaii 96815.
<PAGE>
All of the Securities beneficially owned by the Reporting Persons are held
of record by CGI. All of the issued and outstanding shares of capital stock of
CGI are beneficially owned by CTM; all of the issued and outstanding shares of
capital stock of CTM are beneficially owned by CIC; and all of the issued and
outstanding shares of capital stock of CIC are beneficially owned by CEI.
As a trustee of the Barbara Cox Anthony Atlanta Trust and of the Dayton Cox
Trust A, Mrs. Chambers has beneficial ownership of an aggregate of approximately
69.9% of the outstanding capital stock of CEI. As a trustee of the Anne Cox
Chambers Atlanta Trust and of the Dayton Cox Trust A, Mrs. Anthony has
beneficial ownership of an aggregate of approximately 69.6% of the outstanding
capital stock of CEI. Thus, Mrs. Anthony and Mrs. Chambers together ultimately
control CEI, and thereby indirectly exercise beneficial ownership over the
shares reported in this Report.
In summary, each of CGI, CTM, CIC, CEI, Mrs. Anthony and Mrs. Chambers may
be deemed beneficial owners of the Securities. However, the filing of this
Report shall not constitute an admission by any of the Reporting Persons that
such parties are the beneficial owners of the Securities or that the Reporting
Persons are acting as or otherwise constitute a "group" for purposes of Rule
13d-5.
The following information concerning the directors and executive officers
of the Cox Entities, (including Mrs. Chambers and Mrs. Anthony) is set forth on
Exhibit 99.1:
(i) name;
(ii) residence or business address; and
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
During the last five years, to the best knowledge of the persons filing
this Report none of the Cox Entities, any of their respective executive officers
or directors, Mrs. Chambers or Mrs. Anthony has been convicted in any criminal
proceedings (excluding traffic violations and similar misdemeanors).
During the last five years, to the best knowledge of the persons filing
this Report none of the Cox Entities, any of their respective executive officers
or directors, Mrs. Chambers or Mrs. Anthony has been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as the
result of which it, he or she was or is subject to any judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
To the best knowledge of the persons filing this Report, all of the
individuals listed on Exhibit 99.1 are citizens of the United States of America.
<PAGE>
ITEM 3. Source and Amount of Funds or Other Consideration.
CGI is acquiring the Securities as consideration for the sale of
substantially all of its assets pursuant to the Asset Purchase Agreement.
The value of the assets used in directly acquiring the shares of Common
Stock that are issued and outstanding and that are issuable on conversion of the
Note is set forth below:
Acquiror Number of Shares of Purchase Price
Common Stock directly (in dollars)
owned or held
CGI (1) 3,400,000 (as converted) $18,900,000.00
- ----------------------
(1) As of September 14, 1998, the Closing Date of the transactions
contemplated in the Asset Purchase Agreement, the value of the 2,400,000 shares
of Common Stock of the Issuer was $6,150,000, based on a closing price of $2.56
per share of the Issuer's Common Stock. The face value of the Note is
$12,750,000.
ITEM 4. Purpose of Transaction.
The Reporting Persons acquired the Securities for the purpose of
investment.
Neither the filing of this Report nor any of its contents shall be deemed
to constitute an admission that the Reporting Persons are members of a "group"
for purposes of Rule 13d-5, or that such "group" exists. Each of the Reporting
Persons expressly disclaims the existence of, or membership in, any such
"group."
Except as otherwise disclosed in this Report, the Reporting Persons have
not made any decision concerning their course of action with respect to the
Securities. The Reporting Persons could decide, depending on market and other
factors, to dispose of such shares of the Issuer's Common Stock beneficially
owned by them, to acquire additional Common Stock or other equity securities of
the Issuer, to seek a strategic or other partner to share their interest in the
Issuer or to take any other available course of action (which could involve one
or more of the types of transactions, or have one or more of the results
described in the instructions to subparagraphs (a) through (j) of Item 4 of
Schedule 13D). In this regard, the Reporting Persons intend to continuously
review their investment in the Issuer. In reaching any conclusion as to its
future course of action, the Reporting Persons will take into consideration
various factors, including without limitation the Issuer's business and
financial condition and prospects, other developments concerning the Issuer, the
Reporting Persons and other companies owned, operated or affiliated with the
Reporting Persons, the effect of legal and regulatory requirements applicable to
the Issuer and the Reporting Persons, other business opportunities available to
the Reporting Persons, developments with respect to the businesses of the
Reporting Persons, developments in the cable television and telecommunications
industries generally, general economic conditions and stock market
conditions.munications industries generally, general economic conditions and
stock market conditions.
<PAGE>
Except as set forth in this Report, none of the Reporting Persons nor any
of their executive officers or directors, have any current plans or proposals
which relate to or would result in any of the transactions described in the
instructions to subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and percentage
(based on 29,719,585 shares of Common Stock outstanding, as reported by the
Issuer to the Reporting Persons as of August 5, 1998, and 1,000,000 shares of
Common Stock issuable on conversion of the Note) of shares of Common Stock, as
converted, owned beneficially by the persons named in Item 2, but held of record
by CGI, as of September 14, 1998:
Reporting Person Number of Shares of Percentage of Shares
Common Stock of Common Stock
Beneficially Owned Beneficially Owned
CGI 3,400,000 (as converted) 10.3%
CTM 3,400,000 (as converted) 10.3%
CIC 3,400,000 (as converted) 10.3%
CEI 3,400,000 (as converted) 10.3%
Mrs. Anthony 3,400,000 (as converted) 10.3%
Mrs. Chambers 3,400,000 (as converted) 10.3%
(b) Not applicable.
(c) The following is a description of all transactions in the shares of
Common Stock by the persons identified in Item 2 of this Schedule 13D, but held
of record by CGI, effected from July 28, 1998 through September 28, 1998,
inclusive:
<PAGE>
Name of Purchase Number of Shares Purchase Price
Shareholder Date Purchased Per Share
CGI 9/14/98 2,400,000 $2.56
CGI 9/14/98 1,000,000 (as converted) $12.75
All acquisitions of Common Stock were effected under the Asset Purchase
Agreement.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Securities.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Reporting Persons acquired the Securities under the Asset Purchase
Agreement. Under Section 10 of the Asset Purchase Agreement, CGI has agreed not
to offer, sell or contract to sell, or otherwise dispose of, directly or
indirectly, or announce an offering of, any shares of Issuer's Common Stock
before November 4, 1998, without Issuer's prior written consent. In addition,
the Issuer and CGI are parties to a Registration Rights Agreement, dated as of
September 14, 1998 and attached hereto as Exhibit 10.3, by which the Issuer
extended "piggyback" registration rights to CGI for the Common Stock issued to
CGI under the Asset Purchase Agreement. Finally, under an Escrow Agreement among
Buyer, CGI, and State Street Bank and Trust Company, as the escrow agent (the
"Escrow Agent"), dated as of September 14, 1998, and attached hereto as Exhibit
10.4, CGI has placed 600,000 shares (the "Escrow Shares") of the Issuer's Common
Stock received under the Asset Purchase Agreement in escrow to secure CGI's
indemnification obligations, if any, under the Asset Purchase Agreement. The
Escrow Shares shall be released to CGI, less any indemnification claims by
Buyer, on December 14, 1999.
<PAGE>
ITEM 7. Material to be filed as Exhibits.
Exhibit 10.1: Asset Purchase Agreement, dated as of August 5, 1998, by and
among Buyer, CGI, and CTM (incorporated by reference to
Exhibit 2.1 of the Issuer's Current Report on Form 8-K,
dated September 14, 1998, (file No. 024173) (the "8-K")).
Exhibit 10.2: Amendment No. 1 to Asset Purchase Agreement, dated September
14, 1998 by and among Buyer, CGI and CTM (incorporated by
reference to Exhibit 2.2 of the 8-K).
Exhibit 10.3: Registration Rights Agreement by and between Genesis Direct,
Inc.("GDI") and CGI, dated September 14, 1998 (incorporated
by reference to Exhibit 2.1 of the 8-K).
Exhibit 10.4: Escrow Agreement by and among Buyer, CGI and Escrow Agent
(incorporated by reference to Exhibit 2.1 of the 8-K).
Exhibit 10.5: Joint Filing Agreement, dated as of September 28, 1998, by
and among the Cox Entities, Mrs. Chambers and Mrs. Anthony.
Exhibit 10.6: Power of Attorney to Andrew A. Merdek from Mrs. Chambers.
Exhibit 99.1: Executive Officers and Directors of CGI, CTM, CIC and CEI
(including Mrs. Chambers and Mrs. Anthony).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
COX ENTERPRISES, INC.
9/28/98 By: /s/Andrew A. Merdek
-------------------- ----------------------
Date Andrew A. Merdek
Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
COX INVESTMENT COMPANY, INC.
9/28/98 By: /s/Andrew A. Merdek
-------------------- ----------------------
Date Andrew A. Merdek
Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
COX TARGET MEDIA, INC.
9/28/98 By: /s/Andrew A. Merdek
-------------------- ----------------------
Date Andrew A. Merdek
Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
COX GIFTS, INC.,
f/k/a CAROL WRIGHT GIFTS, INC.
9/28/98 By: /s/Andrew A. Merdek
-------------------- ----------------------
Date Andrew A. Merdek
Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Andrew A. Merdek for Anne Cox
Chambers, as her Attorney-in-Fact
9/28/98 By: /s/Andrew A. Merdek
-------------------- ----------------------
Date Andrew A. Merdek
Attorney-in-Fact
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
9/28/98 By: /s/Barbara Cox Anthony
-------------------- ----------------------
Date Barbara Cox Anthony
<PAGE>
Index to Exhibits
Exhibit 10.1: Asset Purchase Agreement, dated as of August 5, 1998, by and
among Buyer, CGI, and CTM (incorporated by reference to
Exhibit 2.1 of the Issuer's Current Report on Form 8-K,
dated September 14, 1998, (file No. 024173) (the "8-K")).
Exhibit 10.2: Amendment No. 1 to Asset Purchase Agreement, dated September
14, 1998 by and among Buyer, CGI and CTM (incorporated by
reference to Exhibit 2.2 of the 8-K).
Exhibit 10.3: Registration Rights Agreement by and between Genesis Direct,
Inc.("GDI") and CGI, dated September 14, 1998 (incorporated
by reference to Exhibit 2.1 of the 8-K).
Exhibit 10.4: Escrow Agreement by and among Buyer, CGI and Escrow Agent
(incorporated by reference to Exhibit 2.1 of the 8-K).
Exhibit 10.5: Joint Filing Agreement, dated as of September 28, 1998, by
and among the Cox Entities, Mrs. Chambers and Mrs. Anthony.
Exhibit 10.6: Power of Attorney to Andrew A. Merdek from Mrs. Chambers.
Exhibit 99.1: Executive Officers and Directors of CGI, CTM, CIC and CEI
(including Mrs. Chambers and Mrs. Anthony).
Exhibit 10.5
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) or any
subsequent filings on Schedule 13G (including amendments thereto) with respect
to the Common Stock, par value $0.01 per share, of Genesis Direct, Inc., and
that this Joint Filing Agreement be included as an Exhibit to such joint filing.
This Joint Filing Agreement may be executed in one or more counterparts,
and each such counterpart shall be an original but all of which, taken together,
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 28th day of September, 1998.
COX ENTERPRISES, INC.
By: /s/Andrew A. Merdek
--------------------
Andrew A. Merdek
Secretary
COX INVESTMENT COMPANY, INC.
By: /s/Andrew A. Merdek
--------------------
Andrew A. Merdek
Secretary
COX TARGET MEDIA, INC.
By: /s/Andrew A. Merdek
--------------------
Andrew A. Merdek
Secretary
<PAGE>
COX GIFTS, INC.,
f/k/a CAROL WRIGHT GIFTS, INC.
By: /s/Andrew A. Merdek
--------------------
Andrew A. Merdek
Secretary
Andrew A. Merdek for Anne Cox
Chambers, as her Attorney-in-Fact
By: /s/Andrew A. Merdek
--------------------
Andrew A. Merdek
Attorney-in-Fact
By: /s/Barbara Cox Anthony
--------------------
Barbara Cox Anthony
Exhibit 10.6
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Andrew A. Merdek , the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as a five- percent (5%) beneficial owner of shares of Common
Stock of Genesis Direct, Inc. (the "Company"), statements on Schedule
13D (including amendments thereto) and Schedule 13G (including
amendments thereto) in accordance with Section 13 of the Securities
Exchange Act of 1934, as amended, and the rules promulgated
thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
statements on Schedule 13D (including amendments thereto) and Schedule
13G (including amendments thereto), and timely file such statements
with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 of the Securities Exchange Act of 1934 or the rules promulgated
thereunder.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file statements on Schedule 13D (including
amendments thereto) or Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of September, 1998.
9/28/98 By: /s/Anne Cox Chambers
-------------------- ----------------------
Date Anne Cox Chambers
Exhibit 99.1
Cox Enterprises, Inc.
Executive Officers and Directors
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------- ----------------- ----------------------- ----------------------
<S> <C> <C> <C>
James C. Kennedy * Chairman & Chairman & Cox Enterprises, Inc.
Chief Executive Chief Executive Officer 1400 Lake Hearn Dr., NE
Officer Atlanta , GA 30319
David E. Easterly* President & Chief President & Chief Operating Cox Enterprises, Inc.
Operating Officer Officer 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Robert C. O'Leary* Senior Vice Senior Vice President Chief Cox Enterprises, Inc.
President & Chief Financial Officer 1400 Lake Hearn Dr., NE
Financial Officer Atlanta , GA 30319
Timothy W. Hughes Senior Vice Senior Vice President Cox Enterprises, Inc.
President Administration 1400 Lake Hearn Dr., NE
Administration Atlanta , GA 30319
Barbara C. Anthony* Vice President Chairman, Dayton Newspapers Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Anne C. Chambers* Vice President Chairman, Atlanta Newspapers Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Scott A. Hatfield Vice President & Vice President & Chief Cox Enterprises, Inc.
Chief Information Information Officer 1400 Lake Hearn Dr., NE
Officer Atlanta , GA 30319
Marybeth Leamer Vice President Vice President Human Cox Enterprises, Inc.
Human Resources Resources 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Andrew A. Merdek Vice President Vice President Legal Affairs & Cox Enterprises, Inc.
Legal Affairs & Corporate Secretary 1400 Lake Hearn Dr., NE
Corporate Atlanta , GA 30319
Secretary
Alexander V. Vice President Vice President Public Policy Cox Enterprises, Inc.
Netchvolodoff Public Policy 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Richard J. Jacobson Vice President & Vice President & Treasurer Cox Enterprises, Inc.
Treasurer 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc.
Tax 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------- ----------------- ----------------------- ----------------------
<S> <C> <C> <C>
William L. Killen, Jr. Vice President Vice President New Media Cox Enterprises, Inc.
New Media 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Dean H. Eisner Vice President Vice President Business Cox Enterprises, Inc.
Business Development and Planning 1400 Lake Hearn Dr., NE
Development and Atlanta , GA 30319
Planning
Michael J. Vice President Vice President Materials Cox Enterprises, Inc.
Mannheimer Materials Management 1400 Lake Hearn Dr., NE
Management Atlanta , GA 30319
Arthur M. Blank Director President & Chief Executive The Home Depot, Inc.
Officer of The Home Depot, One Paces West
Inc. 2727 Paces Ferry Road, NW
Atlanta, GA 30339
Thomas O. Cordy Director President & Chief Executive The Maxxis Group, Inc.
Officer of The Maxxis Group, 1901 Montreal Road, Ste. 108
Inc. Tucker, GA 30084
Carl R. Gross Director Retired Senior Vice President & Cox Enterprises, Inc.
Chief Administrative Officer 1400 Lake Hearn Dr., NE
Atlanta, GA 30319
Ben F. Love Director Director Chase Bank of Texas
Chase Bank of Texas 600 Travis Street, 18 TCT 318
Houston, TX 77252-2558
Paul J. Rizzo Director Vice Chairman (retired 1/1/95) Franklin Street Partners
of IBM Corporation 6330 Quadrangle Drive
Ste. 200
Chapel Hill, NC 27514
</TABLE>
* Also a Director
<PAGE>
Cox Investment Company, Inc.
Executive Officers and Directors
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------- ----------------- ----------------------- ----------------------
<S> <C> <C> <C>
David E. Easterly* President President & Chief Operating Cox Enterprises, Inc.
Officer 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Dean H. Eisner Director Vice President Business Cox Enterprises, Inc.
Development and Planning 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Andrew A. Merdek* Secretary Vice President Legal Affairs & Cox Communications, Inc.
Secretary 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Richard J. Jacobson Treasurer Vice President & Treasurer Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
</TABLE>
*Also a Director
<PAGE>
Cox Target Media, Inc.
Executive Officers and Directors
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------- ----------------- ----------------------- ----------------------
<S> <C> <C> <C>
William B. Disbrow* President & President & Chief Executive Cox Target Media, Inc.
Chief Officer 1400 Lake Hearn Dr., NE
Executive Atlanta , GA 30319
Officer
Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Brian G. Cooper Vice President Senior Vice President Cox Target Media, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Andrew A. Merdek* Secretary Vice President Legal Affairs & Cox Communications, Inc.
Secretary 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Charles B. Solomon Treasurer Vice President Finance, Cox Target Media, Inc.
Controller & Treasurer 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Jay R. Smith Director President Cox Target Media, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
</TABLE>
*Also a Director
<PAGE>
Cox Gifts, Inc., f/k/a Carol Wright Gifts, Inc.
Executive Officers and Directors
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------- ----------------- ----------------------- ----------------------
<S> <C> <C> <C>
Robert I. Ginsberg President President Cox Gifts Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
William B. Disbrow* Vice President President & Chief Executive Cox Target Media, Inc.
Officer 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Nicholas R. Parrinelli Vice President Vice President Merchandising Cox Gifts Inc.
Merchandising 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Carolyn Mohr Vice President Vice President Operations Cox Gifts Inc.
Operations 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Brian G. Cooper Vice President Senior Vice President Cox Target Media, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Andrew A. Merdek* Secretary Vice President Legal Affairs & Cox Communications, Inc.
Secretary 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Charles B. Solomon Treasurer Vice President Finance, Cox Target Media, Inc.
Controller & Treasurer 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Jay R. Smith Director President Cox Target Media, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
</TABLE>
*Also a Director
