8-K

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): August 15, 2003

Cox Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-6590	58-2112281
(State or other	(Commission	(I.R.S. Employer
jurisdiction of incorporation)	File Number)	Identification No.)

1400 Lake Hearn Drive
Atlanta, Georgia	30319
(Address of principal executive offices)	(Zip Code)

(404) 843-5000

(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

EX-99.1 PRESS RELEASE DATED 8/26/03

Item 5. Other Events.

     Extinguishment of Zero-Coupon Debt

     As of August 15, 2003, Cox terminated its series of prepaid forward contracts to sell up to 19.5 million shares of its Sprint PCS common stock. These contracts matured at various dates between 2004 and 2006, and at Cox’s election, could be settled in cash or shares of Sprint PCS common stock. These hybrid instruments were comprised of a zero-coupon debt instrument, as the host contract, and an embedded derivative, which derived its value, in part, based on the trading price of Sprint PCS common stock. The aggregate fair value of these embedded derivatives approximated a derivative asset of $377.2 million at June 30, 2003 and was classified as a component of the zero-coupon debt instruments. Accordingly, the carrying value of the zero-coupon debt instruments, net of the embedded derivative assets, amounted to a net liability of $78.4 million at June 30, 2003, and had been classified within debt in Cox’s Condensed Consolidated Balance Sheets. This liability was extinguished upon termination of the prepaid forward contracts. In connection with the termination, Cox sold the 19.5 million shares of Sprint PCS common stock, which had been pledged to secure its obligations pursuant to the series of prepaid forward contracts. Proceeds from such sale, net of the payment made to the prepaid forward contracts counterparty and customary fees, were $0.1 million. Cox anticipates recognizing an aggregate pre-tax loss during the third quarter of 2003 in connection with the net settlement of the zero-coupon debt instruments.

     Tender Offer for Discount Debentures

     On August 26, 2003, Cox announced the terms of its offer to purchase any and all of its outstanding Exchangeable Subordinated Discount Debentures due 2020 (the “Discount Debentures”). A copy of Cox’s press release announcing the Discount Debentures tender offer is being filed with this report.

     Nothing in this report should be construed as an offer to purchase any outstanding Discount Debentures, as such offer is only being made upon the terms and is subject to the conditions set forth in an Offer to Purchase dated August 26, 2003.

Item 7. Financial Statements and Exhibits

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibit:
	99.1 Press Release, dated August 26, 2003.

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.

		COX COMMUNICATIONS, INC.
Date: August 26, 2003	By:	/s/ Jimmy W. Hayes Jimmy W. Hayes Executive Vice President, Finance and Chief Financial Officer

EX-99.1 3 g84740exv99w1.txt EX-99.1 PRESS RELEASE DATED 8/26/03 ` Exhibit 99.1 FOR IMMEDIATE RELEASE, AUGUST 26, 2003 COX COMMUNICATIONS, INC. ANNOUNCES TENDER OFFER FOR EXCHANGEABLE SUBORDINATED DISCOUNT DEBENTURES ATLANTA - Cox Communications, Inc. (NYSE: COX) today announced that it is commencing a cash tender offer to purchase any and all of its outstanding Exchangeable Subordinated Discount Debentures due 2020 (the "Discount Debentures"). The offer is being made upon the terms and is subject to the conditions set forth in an Offer to Purchase dated August 26, 2003. Total consideration for the Discount Debentures validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on September 9, 2003 will be a price of $510.00 for each $1,000 principal amount at maturity of the Discount Debentures. The tender offer consideration for the Discount Debentures validly tendered after 5:00 p.m., New York City time, on September 9, 2003, but before the expiration of the offer at midnight, New York City time, on September 23, 2003, unless extended by Cox, will be a price of $495.00 per Discount Debenture. In either case, holders of the Discount Debentures that validly tender their Discount Debentures will receive accrued and unpaid cash interest from the last interest payment date to, but not including, the settlement date. A more complete description of the tender offer can be found in the Offer to Purchase. Merrill Lynch & Co. and Citigroup Global Markets Inc. are acting as dealer managers and Global Bondholder Services Corporation is acting as information agent in connection with the tender offer. Any questions or requests for assistance should be directed to Merrill Lynch's Liability Management Group at (888) 654-8637 or Citigroup's Liability Management Group at (800) 558-3745. For additional information regarding the tender offer, reference should be made to the Offer to Purchase and related Letter of Transmittal, copies of which can be obtained from the information agent at (866) 470-3900. Credit Suisse First Boston, Lehman Brothers, UBS Investment Bank and Wachovia Securities are serving as co-managers for the tender offer. None of Cox, its board of directors, the dealer managers, the co-managers, the information agent, the depositary or the trustee make any recommendation as to whether or not holders should tender their Discount Debentures pursuant to the tender offer. Cox Communications, Inc., a Fortune 500 company, is a multi-service broadband communications company with approximately 6.5 million total customers, including 6.3 million basic cable subscribers. The nation's fourth-largest cable television provider, Cox offers both analog cable television under the Cox Cable brand as well as advanced digital video service under the Cox Digital Cable brand. Cox provides an array of other communications and entertainment services, including local and long distance telephone under the Cox Digital Telephone brand; high-speed Internet access under the Cox High Speed Internet brand; and commercial voice and data services via Cox Business Services. Local cable advertising, promotional opportunities and production services are sold under the Cox Media(SM) brand. Cox is an investor in programming networks including Discovery Channel. More information about Cox Communications can be accessed on the Internet at www.cox.com. # # # CONTACTS: Investor Relations - ------------------ Lacey Lewis (404) 269-7608 Media Relations - --------------- Laura Oberhelman (404) 269-7562 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

`
                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE, AUGUST 26, 2003


              COX COMMUNICATIONS, INC. ANNOUNCES TENDER OFFER FOR
                 EXCHANGEABLE SUBORDINATED DISCOUNT DEBENTURES


         ATLANTA - Cox Communications, Inc. (NYSE: COX) today announced that it
is commencing a cash tender offer to purchase any and all of its outstanding
Exchangeable Subordinated Discount Debentures due 2020 (the "Discount
Debentures"). The offer is being made upon the terms and is subject to the
conditions set forth in an Offer to Purchase dated August 26, 2003.

         Total consideration for the Discount Debentures validly tendered and
not validly withdrawn prior to 5:00 p.m., New York City time, on September 9,
2003 will be a price of $510.00 for each $1,000 principal amount at maturity of
the Discount Debentures. The tender offer consideration for the Discount
Debentures validly tendered after 5:00 p.m., New York City time, on September 9,
2003, but before the expiration of the offer at midnight, New York City time, on
September 23, 2003, unless extended by Cox, will be a price of $495.00 per
Discount Debenture. In either case, holders of the Discount Debentures that
validly tender their Discount Debentures will receive accrued and unpaid cash
interest from the last interest payment date to, but not including, the
settlement date. A more complete description of the tender offer can be found in
the Offer to Purchase.

         Merrill Lynch & Co. and Citigroup Global Markets Inc. are acting as
dealer managers and Global Bondholder Services Corporation is acting as
information agent in connection with the tender offer. Any questions or requests
for assistance should be directed to Merrill Lynch's Liability Management Group
at (888) 654-8637 or Citigroup's Liability Management Group at (800) 558-3745.
For additional information regarding the tender offer, reference should be made
to the Offer to Purchase and related Letter of Transmittal, copies of which can
be obtained from the information agent at (866) 470-3900. Credit Suisse First
Boston, Lehman Brothers, UBS Investment Bank and Wachovia Securities are serving
as co-managers for the tender offer. None of Cox, its board of directors, the
dealer managers, the co-managers, the information agent, the depositary or the
trustee make any recommendation as to whether or not holders should tender their
Discount Debentures pursuant to the tender offer.

         Cox Communications, Inc., a Fortune 500 company, is a multi-service
broadband communications company with approximately 6.5 million total customers,
including 6.3 million basic cable subscribers. The nation's fourth-largest cable
television provider, Cox offers both



analog cable television under the Cox Cable brand as well as advanced digital
video service under the Cox Digital Cable brand. Cox provides an array of other
communications and entertainment services, including local and long distance
telephone under the Cox Digital Telephone brand; high-speed Internet access
under the Cox High Speed Internet brand; and commercial voice and data services
via Cox Business Services. Local cable advertising, promotional opportunities
and production services are sold under the Cox Media(SM) brand. Cox is an
investor in programming networks including Discovery Channel. More information
about Cox Communications can be accessed on the Internet at www.cox.com.


                                 #     #     #


CONTACTS:
Investor Relations
- ------------------
Lacey Lewis
(404) 269-7608


Media Relations
- ---------------
Laura Oberhelman
(404) 269-7562