-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hr8K5NRuY9REuQmXy0OtzrTVKSccoOiJHSFiQOW83PKiMlpU1E0d/YgwpRx57rHy 6KC5O/efUO3OZhHgfuvoHg== 0000950144-02-001789.txt : 20020414 0000950144-02-001789.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950144-02-001789 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020225 GROUP MEMBERS: COX DNS, INC. GROUP MEMBERS: COX HOLDINGS, INC. GROUP MEMBERS: COX INVESTMENT COMPANY, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COX COMMUNICATIONS INC /DE/ CENTRAL INDEX KEY: 0000025305 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 582112288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48250 FILM NUMBER: 02557697 BUSINESS ADDRESS: STREET 1: 1400 LAKE HEARN DR NE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 MAIL ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 FORMER COMPANY: FORMER CONFORMED NAME: COX COMMUNICATIONS INC/DE DATE OF NAME CHANGE: 19941123 FORMER COMPANY: FORMER CONFORMED NAME: COX CABLE COMMUNICATIONS INC DATE OF NAME CHANGE: 19940614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COX ENTERPRISES INC ET AL CENTRAL INDEX KEY: 0000779426 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 581035149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 MAIL ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE STREET 2: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 SC 13D/A 1 g74414d1sc13da.txt COX COMMUNICATIONS, INC. / COX ENTERPRISES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) Cox Communications, Inc. ------------------------ (Name of Issuer) Class A Common Stock, $1.00 par value per share ----------------------------------------------- (Title of Class of Securities) 224044 10 7 ----------------------- (CUSIP Number) Andrew A. Merdek, Esq., Cox Enterprises, Inc. 1400 Lake Hearn Drive Atlanta, Georgia 30319 (404) 843-5564 ------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 19, 2002 ------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. 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). AMENDMENT NO. 7 TO SCHEDULE 13D - ---------------------- -------------------------- CUSIP NO. 224044 10 7 PAGE 2 OF 16 PAGES - ---------------------- -------------------------- - -------------------------------------------------------------------------------- 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)______ Not Applicable (B)______ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC (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 0 SHARES BENEFICIALLY ---------------------------------------------------------------- OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------------------- 8 SHARED VOTING POWER 393,288,968 (Owned Indirectly)** ---------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 393,288,968 (Owned Indirectly)** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 393,288,968 (Owned Indirectly)** - -------------------------------------------------------------------------------- 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) Approximately 65.5%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- ** Includes 27,597,792 shares of Class A Common Stock into which the Class C Common Stock indirectly beneficially owned by Cox Enterprises, Inc. ("CEI") may be converted at any time on a share-for-share basis. AMENDMENT NO. 7 TO SCHEDULE 13D - ---------------------- -------------------------- CUSIP NO. 224044 10 7 PAGE 3 OF 16 PAGES - ---------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cox Holdings, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)______ Not Applicable (B)______ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF (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 0 SHARES BENEFICIALLY ---------------------------------------------------------------- OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------------------- 8 SHARED VOTING POWER 366,407,116** ---------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 366,407,116** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 366,407,116** - -------------------------------------------------------------------------------- 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) Approximately 61.0%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- ** Includes 25,696,470 shares of Class A Common Stock into which the Class C Common Stock beneficially owned by Cox Holdings, Inc. ("CHI") may be converted at any time on a share-for-share basis. For the purpose of determining the percent of the class to be reported in Item 13, the numerator includes 25,696,470 shares of Class A Common Stock into which the Class C Common Stock beneficially owned by CHI may be converted at any time on a share-for-share basis and the denominator includes 27,597,792 shares of Class A Common Stock into which the Class C Common Stock beneficially owned by the Cox Corporations may be converted at any time on a share-for share basis. AMENDMENT NO. 7 TO SCHEDULE 13D - ------------------------ ------------------------ CUSIP NO. 224044 10 7 PAGE 4 OF 16 PAGES - ------------------------ ------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cox DNS, Inc. (formerly Cox Discovery, Inc.) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)_____ Not Applicable (B)_____ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 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 0 SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER 26,881,852** ---------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 26,881,852** ---------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,881,852** - -------------------------------------------------------------------------------- 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) Approximately 4.5%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- ** Includes 1,901,322 shares of Class A Common Stock into which the Class C Common Stock beneficially owned by Cox DNS, Inc. (formerly Cox Discovery, Inc.) ("CDNS") may be converted at any time on a share-for-share basis. For the purpose of determining the percent of the class to be reported in Item 13, the numerator includes 1,901,322 shares of Class A Common Stock into which the Class C Common Stock beneficially owned by CDNS may be converted at any time on a share-for-share basis and the denominator includes 27,597,792 shares of Class A Common Stock into which the Class C Common Stock beneficially owned by the Cox Corporations may be converted at any time on a share-for share basis. AMENDMENT NO. 7 TO SCHEDULE 13D - ---------------------- ------------------------- CUSIP NO. 224044 10 7 PAGE 5 OF 16 PAGES - ---------------------- ------------------------- 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) ______ Not Applicable (B) ______ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 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 0 SHARES BENEFICIALLY -------------------------------------------------------------- OWNED BY EACH REPORTING PERSON WITH -------------------------------------------------------------- 8 SHARED VOTING POWER 26,881,852 (Owned Indirectly)** -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 26,881,852 (Owned Indirectly)** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,881,852 (Owned Indirectly)** - -------------------------------------------------------------------------------- 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) Approximately 4.5%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- ** Includes 1,901,322 shares of Class A Common Stock into which the Class C Common Stock indirectly beneficially owned by Cox Investment Company, Inc. ("CICI") may be converted at any time on a share-for-share basis. For the purpose of determining the percent of the class to be reported in Item 13, the numerator includes 1,901,322 shares of Class A Common Stock into which the Class C Common Stock beneficially owned by CICI may be converted at any time on a share-for-share basis and the denominator includes 27,597,792 shares of Class A Common Stock into which the Class C Common Stock beneficially owned by the Cox Corporations may be converted at any time on a share-for share basis. Amendment No. 7 to Schedule 13D Page 6 of 16 Cox Enterprises, Inc. Cox Communications, Inc. CEI, CDNS, CHI and CICI (collectively, the "Cox Corporations") hereby amend their joint filing on Schedule 13D (filed with the Securities and Exchange Commission (the "Commission") on January 27, 1995), and amended by Amendment No. 1 to Schedule 13D (filed with the Commission on April 18, 1995), Amendment No. 2 to Schedule 13D (filed with the Commission on July 17, 1995), Amendment No. 3 to Schedule 13D (filed with the Commission on July 1, 1996), Amendment No. 4 to Schedule 13D (filed with the Commission on April 27, 2001), Amendment No. 5 to Schedule 13D (filed with the Commission on November 16, 2001) and Amendment No. 6 to Schedule 13D (filed with the Commission on January 30, 2002) (the original joint filing on Schedule 13D, together with Amendment No. 1 to Schedule 13D, Amendment No. 2 to Schedule 13D, Amendment No. 3 to Schedule 13D, Amendment No. 4 to Schedule 13D, Amendment No. 5 to Schedule 13D, Amendment No. 6 and this Amendment No. 7 (this "Amendment") to Schedule 13D, are collectively referred to herein as the "Schedule 13D"), with respect to their beneficial ownership of shares of Class A Common Stock, par value $1.00 per share (the "Class A Common Stock"), issued by Cox Communications, Inc., a Delaware corporation (the "Company"). ITEM 1. SECURITY AND ISSUER The title of the class of equity securities to which the Schedule 13D relates is the Class A Common Stock. The address of the principal executive offices of the Company is 1400 Lake Hearn Drive, Atlanta, Georgia 30319. ITEM 2. IDENTITY AND BACKGROUND This Amendment is being filed by the Cox Corporations. Anne Cox Chambers and Barbara Cox Anthony, who ultimately control the Cox Corporations, are filing separate amendments to their separate filings on Schedule 13D. (See Item 4). All of the Cox Corporations are incorporated in the State of Delaware. The principal businesses of CEI are publishing, broadband communications, broadcasting and automobile auctions. CDNS, CHI and CICI are holding companies. (See Item 4). The principal office and business address of the Cox Corporations is 1400 Lake Hearn Drive, Atlanta, Georgia 30319. The directors and executive officers of CEI, CDNS, CHI and CICI (including Anne Cox Chambers and Barbara Cox Anthony) are set forth on Schedules I through IV, respectively, and Amendment No. 7 to Schedule 13D Page 7 of 16 Cox Enterprises, Inc. Cox Communications, Inc. incorporated herein by reference. These Schedules set forth the following information with respect to each such person: (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, none of the Cox Corporations nor, to the best knowledge of the persons filing this Amendment, any of their respective executive officers or directors, Anne Cox Chambers or Barbara Cox Anthony have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). During the last five years, none of the Cox Corporations nor, to the best knowledge of the persons filing this Amendment, any of their respective executive officers or directors, Anne Cox Chambers or Barbara Cox Anthony have 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 Amendment, all of the individuals listed in Schedules I through IV are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate consideration paid by CEI to repurchase $459,000,000 aggregate principal amount of its Exchangeable Notes (as defined below) was $459,000,000. The source of the funds was CEI's working capital. ITEM 4. PURPOSE OF TRANSACTION In February and March 2001, CEI issued $459,000,000 aggregate principal amount of its 2% Exchangeable Senior Notes due 2021 (the "Exchangeable Notes"). This issuance was reported on Amendment No. 4 to Schedule 13D (filed with the Commission on April 27, 2001). Pursuant to the terms of the Fourth Supplemental Indenture, dated as of February 23, 2001, by and between CEI and The Bank of New York, as Trustee (the "Fourth Supplemental Indenture"), at any Amendment No. 7 to Schedule 13D Page 8 of 16 Cox Enterprises, Inc. Cox Communications, Inc. time before the close of business on February 15, 2021, holders of the Exchangeable Notes had the right to exchange each $1,000 principal amount of their Exchangeable Notes into 16.5115 shares of Class A Common Stock, subject to adjustment upon the occurrence of certain events. Upon exchange, CEI had the right to deliver shares of the Class A Common Stock of the Company or cash based on the value of such shares. Pursuant to the terms of the Fourth Supplemental Indenture, CEI sent notice to the holders of the Exchangeable Notes on January 17, 2002 of such holders' right to require CEI to repurchase the Exchangeable Notes on February 15, 2002 for cash at a purchase price of 100% of the principal amount of such holders' Exchangeable Notes plus accrued and unpaid interest to, but excluding, the purchase date. All of the outstanding Exchangeable Notes were tendered to CEI. CEI repurchased $454,500,000 aggregate principal amount of Exchangeable Notes on February 19, 2002 and the remaining $4,500,000 aggregate principal amount of Exchangeable Notes on February 22, 2002 for total cash consideration of $459,000,000. The foregoing description of the Fourth Supplemental Indenture is qualified in its entirety by reference to a copy of such agreement, which is included herewith as Exhibit 7.01 and is specifically incorporated herein by reference. CHI beneficially owns 366,407,116 shares of Class A Common Stock (including 25,696,470 shares of Class A Common Stock into which the Class C Common Stock is convertible), which represents approximately 61.0% of the Class A Common Stock. For the purpose of determining the percent of the Class A Common Stock, the numerator includes 25,696,470 shares of Class A Common Stock into which the Class C Common Stock beneficially owned by CHI may be converted at any time on a share-for-share basis and the denominator includes 27,597,792 shares of Class A Common Stock into which the Class C Common Stock beneficially owned by the Cox Corporations may be converted at any time on a share-for share basis. CEI indirectly beneficially owns 393,288,968 shares of Class A Common Stock (including 27,597,792 shares of Class A Common Stock into which the Class C Common Stock is convertible), which represents approximately 65.5% of the Class A Common Stock. CEI is the holder of (i) all of the outstanding capital stock of CHI, which directly beneficially owns approximately 61.0% of the Class A Common Stock, and (ii) all of the outstanding capital stock of CICI, which directly owns all of the outstanding capital stock of CDNS, which in turn directly beneficially owns approximately 4.5% of the Class A Common Stock (including for the purposes of these calculations the 27,597,792 shares of Class A Common Stock into which the Class C Common Stock beneficially owned by the Cox Corporations may be converted at any time on a Amendment No. 7 to Schedule 13D Page 9 of 16 Cox Enterprises, Inc. Cox Communications, Inc. share-for share basis). Therefore, CEI indirectly exercises beneficial ownership over an aggregate of approximately 65.5% of the Class A Common Stock. There are 605,263,039 shares of common stock of CEI outstanding, with respect to which: (i) Barbara Cox Anthony, as trustee of the Anne Cox Chambers Atlanta Trust, exercises beneficial ownership over 174,949,266 shares (28.9%); (ii) Anne Cox Chambers, as trustee of the Barbara Cox Anthony Atlanta Trust, exercises beneficial ownership over 174,949,266 shares (28.9%); (iii) Barbara Cox Anthony, Anne Cox Chambers and Richard L. Braunstein, as trustees of the Dayton Cox Trust A, exercise beneficial ownership over 248,237,055 shares (41.0%); and (iv) 266 individuals and trusts exercise beneficial ownership over the remaining 7,127,452 shares (1.2%). Thus, Barbara Cox Anthony and Anne Cox Chambers, who are sisters, together exercise beneficial ownership over 598,135,587 shares (98.8%) of the common stock of CEI. In addition, Garner Anthony, the husband of Barbara Cox Anthony, holds beneficially and of record 43,734 shares of common stock of CEI. Barbara Cox Anthony disclaims beneficial ownership of such shares. Thus, Mrs. Chambers and Mrs. Anthony share ultimate control over the Cox Corporations, and thereby indirectly exercise beneficial ownership over approximately 65.5% of the Class A Common Stock. Other than the above-mentioned transactions, none of the Cox Corporations nor, to the best knowledge of the persons filing this Schedule 13D, any of their respective executive officers or directors, Anne Cox Chambers or Barbara Cox Anthony have any plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j). The Cox Corporations understand that any of their respective executive officers and directors that hold shares of the Company's Class A Common Stock do so for investment purposes. The Cox Corporations, their respective executive officers and directors, Anne Cox Chambers and Barbara Cox Anthony intend to review continuously the Company's business affairs, general industry and economic conditions and the capital needs of the Cox Corporations. Based on such review, these entities and individuals may, from time to time, determine to increase their ownership of Class A Common Stock, to sell all or any portion of their holdings in the Company or to approve an extraordinary corporate transaction of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) See Items 11 and 13 of the cover pages for the aggregate number and percentage of Class A Common Stock beneficially owned by each of the Cox Corporations. Amendment No. 7 to Schedule 13D Page 10 of 16 Cox Enterprises, Inc. Cox Communications, Inc. Mrs. Chambers indirectly beneficially owns 393,288,968 shares of Class A Common Stock (including 27,597,792 shares of Class A Common Stock into which the Class C Common Stock indirectly beneficially owned by Mrs. Chambers may be converted at any time). As of October 31, 2001, there was an aggregate of 573,085,398 shares of Class A Common Stock issued and outstanding. Accordingly, Mrs. Chambers is the indirect beneficial owner of approximately 65.5% of the Class A Common Stock. Mrs. Anthony indirectly beneficially owns 393,288,968 shares of Class A Common Stock (including 27,597,792 shares of Class A Common Stock into which the Class C Common Stock indirectly beneficially owned by Mrs. Anthony may be converted at any time). As of October 31, 2001, there was an aggregate of 573,085,398 shares of Class A Common Stock issued and outstanding. Accordingly, Mrs. Anthony is the indirect beneficial owner of approximately 65.5% of the Class A Common Stock. The Cox Corporations have been informed that the following executive officers and directors of the Cox Corporations beneficially own shares of the Company's Class A Common Stock: David E. Easterly 4,000 James C. Kennedy 108,400 Robert C. O'Leary 18,176 Each of the individuals listed above beneficially owns less than one percent of the Class A Common Stock. (b) See Items 7 and 9 of the cover pages for the number of shares of Class A Common Stock beneficially owned by each of the Cox Corporations as to which there is shared power to vote or direct the vote or shared power to dispose or to direct the disposition of such shares of Class A Common Stock. Mrs. Chambers and Mrs. Anthony have the indirect shared power to direct the vote or direct the disposition of 393,288,968 shares of Class A Common Stock (including 27,597,792 shares of Class A Common Stock into which the Class C Common Stock indirectly beneficially owned by Mrs. Chambers and Mrs. Anthony may be converted at any time). The number of shares set forth above as beneficially owned by the Cox Corporations, Anne Cox Chambers and Barbara Cox Anthony does not include any shares beneficially owned by any person listed on Schedules I through IV hereto for his or her personal investment account. The Amendment No. 7 to Schedule 13D Page 11 of 16 Cox Enterprises, Inc. Cox Communications, Inc. Cox Corporations, Anne Cox Chambers and Barbara Cox Anthony expressly disclaim beneficial ownership of all such shares owned by all such persons and are not a party to any agreement or arrangement of any kind with any such persons with respect to the acquisition, holding, voting or disposition of any such shares of Class A Common Stock or any shares of Class A Common Stock that they beneficially own. Except as indicated in Item 5(a), the Cox Corporations understand that the executive officers and directors listed in Item 5(a) above have the sole power to vote or direct the vote, and sole power to dispose or direct the disposition of the number of shares of Class A Common Stock that they beneficially own. (c) None of the Cox Corporations nor, to the best knowledge of the persons filing this Schedule 13D, any of their respective executive officers and directors, Anne Cox Chambers or Barbara Cox Anthony have effected any open-market transactions in the Class A Common Stock during the past sixty days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock referred to in paragraphs (a) and (b) above. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER To the best knowledge of the persons filing this Schedule 13D, other than the agreements described in Item 4 of the Schedule 13D and filed with the Schedule 13D, there are no contracts, arrangements, understandings or relationships with respect to the securities of the Company among the Cox Corporations, their respective executive officers and directors, Mrs. Chambers or Mrs. Anthony or between any of such persons and any other person that are required to be described under Item 6 of Schedule 13D. Amendment No. 7 to Schedule 13D Page 12 of 16 Cox Enterprises, Inc. Cox Communications, Inc. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 7.01 Fourth Supplemental Indenture, dated as of February 23, 2001, by and between CEI and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 7.07 to the Amendment No. 4 to the Schedule 13D, as filed with the Commission on April 27, 2001). Exhibit 7.02 Joint Filing Agreement dated January 29, 1995, among CEI, CHI, CDNS and CICI (Incorporated by reference to Exhibit 7.02 to the Cox Corporations' Schedule 13D, as filed with the Commission on January 27, 1995). Amendment No. 7 to Schedule 13D Page 13 of 16 Cox Enterprises, Inc. Cox Communications, Inc. 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. February 25, 2002 By: /s/Andrew A. Merdek - ----------------------- ----------------------------------------- Date Andrew A. Merdek Amendment No. 7 to Schedule 13D Page 14 of 16 Cox Holdings, Inc. Cox Communications, Inc. 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 HOLDINGS, INC. February 25, 2002 By: /s/ Andrew A. Merdek - --------------------------- ----------------------------------------- Date Andrew A. Merdek Amendment No. 7 to Schedule 13D Page 15 of 16 Cox DNS, Inc. Cox Communications, Inc. 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 DNS, INC. February 25, 2002 By: /s/Andrew A. Merdek - --------------------------- ----------------------------------------- Date Andrew A. Merdek Amendment No. 7 to Schedule 13D Page 16 of 16 Cox Investment Company, Inc. Cox Communications, Inc. 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. February 25, 2002 By: /s/ Andrew A. Merdek - --------------------------- ----------------------------------------- Date Andrew A. Merdek Schedule I Cox Enterprises, Inc. Executive Officers and Directors
Name Business Address Principal Occupation Employed - ---- ---------------- -------------------- -------- James C. Kennedy* Cox Enterprises, Inc. Chairman of the Board Cox Enterprises, Inc. 1400 Lake Hearn Drive and Chief Exec. Officer 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 David E. Easterly* Cox Enterprises, Inc. Vice Chairman Cox Enterprises, Inc. 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 G. Dennis Berry Cox Enterprises, Inc. President and Chief Cox Enterprises, Inc. 1400 Lake Hearn Drive Operating Officer 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Robert C. O'Leary* Cox Enterprises, Inc. Exec. Vice President Cox Enterprises, Inc. 1400 Lake Hearn Drive and Chief Financial 1400 Lake Hearn Drive Atlanta, GA 30319 Officer Atlanta, GA 30319 Timothy M. Hughes Cox Enterprises, Inc. Senior Vice President Cox Enterprises, Inc 1400 Lake Hearn Drive Administration 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Alexander V. Netchvolodoff Cox Enterprises, Inc. Senior Vice President Cox Enterprises, Inc. 1400 Lake Hearn Drive Public Policy 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Barbara C. Anthony* Cox Enterprises, Inc. Vice President Cox Enterprises, Inc. 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Preston B. Barnett Cox Enterprises, Inc. Vice President and Cox Enterprises, Inc. 1400 Lake Hearn Drive General Tax Counsel 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Anne C. Chambers* Cox Enterprises, Inc. Vice President Cox Enterprises, Inc. 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Marybeth H. Leamer Cox Enterprises, Inc. Vice President, Human Cox Enterprises, Inc. 1400 Lake Hearn Drive Resources 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319
Amendment No. 7 to Schedule 13D Cox Communications, Inc.
Name Business Address Principal Occupation Employed - ---- ---------------- -------------------- -------- Richard J. Jacobson Cox Enterprises, Inc. Vice President & Cox Enterprises, Inc. 1400 Lake Hearn Drive Treasurer 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Michael J. Mannheimer Cox Enterprises, Inc. Vice President, Cox Enterprises, Inc. 1400 Lake Hearn Drive Materials Management 1400 Lake Hearn Drive Atlanta., GA Atlanta, GA 30319 Andrew A. Merdek Cox Enterprises, Inc. Vice President, Legal Cox Enterprises, Inc 1400 Lake Hearn Drive Affairs & Secretary 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 John C. Mellott Cox Enterprises, Inc. Vice President, Business Cox Enterprises, Inc. 1400 Lake Hearn Drive Development 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 John C. Williams Cox Enterprises, Inc. Vice President Cox Enterprises, Inc. 1400 Lake Hearn Drive Marketing & 1400 Lake Hearn Drive Atlanta, GA 30319 Communications Atlanta, GA 30319 Thomas B. Whitfield Cox Enterprises, Inc. Vice President, Cox Enterprises, Inc. 1400 Lake Hearn Drive Direct Marketing 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Alexandra M. Wilson Cox Enterprises, Inc. Vice President, Public Cox Enterprises, Inc. 1400 Lake Hearn Drive Policy 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Maria L. Friedman Cox Enterprises, Inc. Assistant Vice Cox Enterprises, Inc. 1400 Lake Hearn Drive President, Tax 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Arthur M. Blank* AMB Group, LLC Chairman, President AMB Group, LLC 3290 Northside Parkway & Chief Executive 3290 Northside Parkway Atlanta, GA 30327 Officer Atlanta, GA 30327 Richard L. Braunstein* Dow, Lohnes & Member Dow, Lohnes & Albertson, PLLC Albertson, PLLC 1200 New Hampshire Ave 1200 New Hampshire Ave. Washington, DC 20036 Washington, DC 20036 Thomas O. Cordy* 3770 Village Drive Director- The Maxxis Group, Inc. Atlanta, GA 30331 Retired President and Chief Executive Officer
-2- Amendment No. 7 to Schedule 13D Cox Communications, Inc.
Name Business Address Principal Occupation Employed - ---- ---------------- -------------------- -------- Carl R. Gross* 5895 Winterhur Ridge Director Retired Vice President & Atlanta, GA 30328 Chief Administrative Officer Ben F. Love* Cox Enterprises, Inc. Director Chase Bank of Texas 1400 Lake Hearn Drive 600 Travis Street Atlanta, GA 30319 Houston, TX 77002 Paul J. Rizzo* Cox Enterprises, Inc. Director- Franklin Street Partners 1400 Lake Hearn Drive Retired Vice Chairman, 6330 Quadrangle Drive Atlanta, GA 30319 IBM Corporation Chapel Hill, NC 27514 Shauna J. Sullivan Cox Enterprises, Inc. Assistant Secretary Cox Enterprises, Inc. 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Carol L. Larner Cox Enterprises, Inc. Assistant Treasurer Cox Enterprises, Inc. 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319
* Director of the Corporation -3- Schedule II Cox Holdings, Inc. Executive Officers and Directors
Name Business Address Principal Occupation Employed - ---- ---------------- -------------------- -------- G. Dennis Berry President President and Chief Cox Enterprises, Inc. Cox Holdings, Inc. Operating Officer 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Preston B. Barnett Vice President Vice President and Cox Enterprises, Inc. Cox Holdings, Inc. General Tax Counsel 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 John C. Mellott Vice President Vice President, Cox Enterprises, Inc. Cox Holdings, Inc. Business Development 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Andrew A. Merdek* Vice President & Vice President- Cox Enterprises, Inc. Secretary Legal Affairs and 1400 Lake Hearn Drive Cox Holdings, Inc. Secretary Atlanta, GA 30319 1400 Lake Hearn Drive Atlanta, GA 30319 Richard J. Jacobson* Treasurer Vice President and Cox Enterprises, Inc Cox Holdings, Inc. Treasurer 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Richard F. Klumpp* Assistant Secretary Manager, Financial Nevada Corporate Cox Holdings, Inc. Services and Assistant Management, Inc. 1400 Lake Hearn Drive Vice President 3773 Howard Hughes Pky. Atlanta, GA 30319 Las Vegas, NV 89109
* Director of the Corporation Schedule III Cox DNS, Inc. Executive Officers and Directors Amendment No. 7 to Schedule 13D Cox Communications, Inc.
Name Business Address Principal Occupation Employed - ---- ---------------- -------------------- -------- Robert C. O'Leary * President Exec. Vice President Cox Enterprises, Inc. Cox DNS, Inc. and Chief Financial 1400 Lake Hearn Drive 1400 Lake Hearn Drive Officer Atlanta, GA 30319 Atlanta, GA 30319 Preston B. Barnett Vice President Vice President and Cox Enterprises, Inc. Cox DNS, Inc. General Tax Counsel 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 John C. Mellott* Vice President Vice President, Cox Enterprises, Inc. Cox DNS, Inc. Business Development 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Andrew A. Merdek* Secretary Vice President, Cox Enterprises, Inc. Cox DNS, Inc. Legal Affairs and 1400 Lake Hearn Drive 1400 Lake Hearn Drive Secretary Atlanta, GA 30319 Atlanta, GA 30319 Richard J. Jacobson Treasurer Vice President and Cox Enterprises, Inc Cox DNS, Inc. Treasurer 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319
* Director of the Corporation Amendment No. 7 to Schedule 13D Cox Communications, Inc. Schedule IV Cox Investment Company, Inc. Executive Officers and Directors
Name Business Address Principal Occupation Employed - ---- ---------------- -------------------- -------- G. Dennis Berry* President President and Chief Cox Enterprises, Inc. Cox Investment Company, Inc. Operating Officer 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Preston B. Barnett Vice President Vice President and Cox Enterprises, Inc. Cox Investment Company, Inc. General Tax counsel 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 John C. Mellott* Director Vice President, Cox Enterprises, Inc. Cox Investment Company, Inc. Business Development 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319 Andrew A. Merdek* Secretary Vice President, Cox Enterprises, Inc. Cox Investment Company, Inc. Legal Affairs and 1400 Lake Hearn Drive 1400 Lake Hearn Drive Secretary Atlanta, GA 30319 Atlanta, GA 30319 Richard J. Jacobson Treasurer Vice President and Cox Enterprises, Inc Cox Investment Company, Inc. Treasurer 1400 Lake Hearn Drive 1400 Lake Hearn Drive Atlanta, GA 30319 Atlanta, GA 30319
* Director of the Corporation -----END PRIVACY-ENHANCED MESSAGE-----