-----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, ThzHvXIbsqx7czWLtYNMDivNXckr2yTK/+DKeP86eGBmvmwgwwg679CCz0qN/qMH WQkG0H/+KaG9UEd+G13fDA== 0001010192-01-500068.txt : 20010831 0001010192-01-500068.hdr.sgml : 20010831 ACCESSION NUMBER: 0001010192-01-500068 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010830 FILER: 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-59142 FILM NUMBER: 1728068 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 CABLE COMMUNICATIONS INC DATE OF NAME CHANGE: 19940614 FORMER COMPANY: FORMER CONFORMED NAME: COX COMMUNICATIONS INC/DE DATE OF NAME CHANGE: 19941123 424B3 1 cci142.txt PROSPECTUS SUPPLEMENT NO. 3 SEC File No. 333-59142 Filed pursuant to Rule 424(b)(3) PROSPECTUS SUPPLEMENT NO. 3 (To prospectus dated July 16, 2001) COX COMMUNICATIONS, INC. CLASS A COMMON STOCK This prospectus supplement no. 3 supplements and amends the prospectus dated July 16, 2001, as supplemented and amended by prospectus supplement no. 1 dated August 1, 2001 and prospectus supplement no. 2 dated August 21, 2001, relating to the resale of our Class A common stock deliverable upon exchange of 2% exchangeable senior notes due 2021 issued by Cox Enterprises, Inc. The table and footnotes on pages 9 through 13 of the prospectus set forth information with respect to the selling stockholders and the shares of Class A common stock beneficially owned by each selling stockholder that may be offered pursuant to the prospectus. This prospectus supplement amends the table in the prospectus by replacing the information contained in the table for Victory Capital Management and the category "Any other holder of exchangeable notes or future transferee, pledgee, donee or successor of any such other holder" with the corresponding information set forth below. Shares of Class A Common Stock Shares of Class A Beneficially Owned Shares of Class A Common Stock Owned Prior Common Stock After Selling Stockholder to Offering Offered Hereby the Offering - ------------------- ----------- -------------- ------------ Victory Capital Management(1)...................... 98,185 61,505 36,680 Any other holder of exchangeable notes or future transferee, pledgee, donee or successor of any such other holder(2)............................... 1,153,679 1,153,679 0 - ----------- (1) Of the shares listed as beneficially owned prior to and after the offering, 36,680 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. (2) We may from time to time include additional selling stockholders and information about such selling stockholders' plans of distribution in future supplements to this prospectus, if required. The amounts provided assume that any other holders of Cox Enterprises notes, or any future transferees, pledgees, donees or successors of or from any such holders of Cox Enterprises notes, do not beneficially own any Class A common stock other than the Class A common stock deliverable upon exchange of the Cox Enterprise notes. The prospectus, together with this prospectus supplement no. 3, prospectus supplement no. 2 and prospectus supplement no. 1, constitutes the prospectus required to be delivered by Section 5(b) of the Securities Act of 1933, as amended, with respect to offers and sales of the Class A common stock deliverable upon exchange of the notes. Prospective investors should carefully review "Risk Factors" beginning on page 3 of the prospectus for a discussion of risks that should be considered when investing in our Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or any accompanying prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is August 30, 2001. The following table sets forth, as of August 29, 2001, information regarding the beneficial ownership of our common stock by the selling stockholders. The information is based on information provided by or on behalf of the selling stockholders through August 29, 2001. Shares of Class A Common Stock Shares of Class A Beneficially Owned Shares of Class A Common Stock Prior Common Stock Owned After Selling Stockholder(1) to Offering(2) Offered Hereby(3) the Offering(4) - ---------------------- ------------------ ----------------- ----------------- AFTRA Health Fund.................................. 5,944 5,944 0 AIG SoundShore Holdings Ltd.(5).................... 120,121 120,121 0 AIG SoundShore Opportunity Holding Fund Ltd.(6).... 22,749 17,749 5,000 AIG SoundShore Strategic Holding Fund Ltd.(7)...... 10,732 10,732 0 The Allstate Corporation(8)........................ 192,891 84,208 108,683 Bank Austria Cayman Island Ltd. ................... 49,534 49,534 0 Bear, Stearns & Co., Inc.(9)....................... 110,003 94,941 15,062 Black Diamond Offshore Ltd(10)..................... 13,126 13,126 0 B.P. Amoco......................................... 16,511 16,511 0 Citadel Equity Fund Ltd............................ 37,150 37,150 0 D.E. Shaw Investments, L.P.(11).................... 186,461 115,580 70,881 D.E. Shaw Valence, L.P.(12)........................ 745,846 462,322 283,524 Deutsche Banc Alex Brown........................... 247,672 247,672 0 Double Black Diamond Offshore LDC(13).............. 66,194 66,194 0 GLG Market Neutral Fund(14)........................ 313,981 290,354 23,627 Granville Capital Corporation(15).................. 200,637 115,580 85,057 HighBridge International LLC(16)................... 1,139,523 288,951 850,572 HSBC Ttee Zola Managed Trust(17)................... 16,524 8,255 8,269 Jackson Investment Fund Ltd........................ 28,895 28,895 0 JMG Capital Partners, LP........................... 90,813 90,813 0 JMG Triton Offshore Fund, Ltd...................... 57,790 57,790 0 LB Series Fund, Inc., Income Portfolio No. RF02(18) 39,627 39,627 0 Lincoln National Convertible Securities Fund......... 16,511 16,511 0 Lutheran Brotherhood(19)........................... 99,069 99,069 0 Lutheran Brotherhood Income Fund(20)............... 23,941 23,941 0 Lutheran Brotherhood Limited Maturity Growth Fund.. 2,476 2,476 0 Lyxor MasterFund(21)............................... 23,612 8,255 15,357 Mainstay Convertible Fund.......................... 87,510 87,510 0 Mainstay Strategic Value Fund...................... 4,953 4,953 0 Mainstay VP Convertible Fund....................... 19,813 19,813 0 New York Life Separate Account No. 7............... 13,209 13,209 0 Nomura Securities International Inc................ 669,560 660,460 9,100 Quattro Fund, Ltd.(22)............................. 74,974 24,767 50,207 R2 Investments, LDC(23)............................ 866,261 511,856 354,405 Raimus Capital Group............................... 16,511 16,511 0 Salomon Smith Barney Inc.(24)...................... 775,114 550,658 224,456 TD Securities (USA) Inc.(25)....................... 424,423 306,288 118,135 TQA Master Fund, Ltd............................... 49,534 49,534 0 TQA Master Plus Fund, Ltd.......................... 74,301 74,301 0 UBS AG London Branch............................... 1,296,152 1,296,152 0 Value Line Convertible Fund, Inc.(26).............. 24,780 16,511 8,269 Van Kampen Harbor Fund(27)......................... 204,082 204,082 0 Victory Capital Management(28)..................... 98,185 61,505 36,680 White River Securities, LLC(29).................... 110,003 94,941 15,062 Worldwide Transactions Ltd.(30).................... 3,236 3,236 0 Zola Partners, L.P.(31)............................ 34,231 16,511 17,720 Any other holder of exchangeable notes or future transferee, pledgee, donee or successor of any such other holder(32)............................ 1,153,679 1,153,679 0 1
- ----------- (1) Unless otherwise indicated, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned. (2) The exchange price (initially $60.56 per share) and the number of shares of Class A common stock deliverable upon exchange of the Cox Enterprises notes are subject to change under certain circumstances described in the indenture governing the notes. The indenture governing the Cox Enterprises notes also provides that if any fractional shares of Class A common stock are deliverable upon exchange, Cox Enterprises will pay cash in lieu of such fractional shares and accordingly, the number of shares listed in the table have been rounded down. (3) Assumes that the full amount of Cox Enterprises notes held by a selling stockholder is exchanged for shares of Class A common stock and offered hereunder by that selling stockholder. Since Cox Enterprises has the right to pay cash in lieu of delivering shares upon exchange, there can be no assurance that any selling stockholder will receive shares of Class A common stock upon exchange of its notes. (4) Because the selling stockholders may, pursuant to this prospectus, offer all or some portion of the shares they may acquire upon exchange of the Cox Enterprises notes, we cannot predict the amount or percentage of shares that will be held by the selling stockholders upon termination of any such sales. In addition, the selling stockholders identified above may have sold, transferred or otherwise disposed of all or a portion of their Cox Enterprises notes and/or the underlying shares since the date on which they provided the information regarding their Cox Enterprises notes and shares in transactions exempt from the registration requirements of the Securities Act of 1933. See "Plan of Distribution." The selling stockholders may sell all, part or none of the shares listed in the table. The amounts listed in the table assume that each selling stockholder presents its notes to Cox Enterprises for exchange, receives shares of Class A common stock from Cox Enterprises and sells all of its shares of Class A common stock received in such exchange. (5) AIG SoundShore Holdings Ltd. holds 25,000 of our FELINE PRIDES. (6) AIG SoundShore Opportunity Holding Fund Ltd. holds 13,550 of our FELINE PRIDES and call options covering 5,000 shares of the Class A common stock. (7) AIG SoundShore Strategic Holding Fund Ltd. holds 10,850 of our FELINE PRIDES. (8) The Allstate Corporation is the parent company of Allstate Insurance Company, which is the parent company of Allstate Life Insurance Company. Allstate Insurance Company holds $3,950,000 principal amount at maturity of our Convertible Senior Notes due 2021. Allstate Life Insurance Company holds $5,250,000 principal amount at maturity of our Convertible Senior Notes due 2021 and $5,100,000 principal amount at maturity of our 2% Exchangeable Senior Notes due 2021. Of the shares listed as beneficially owned prior to the offering, 46,663 shares of Class A common stock are beneficially owned by Allstate Insurance Company and 146,228 shares of Class A common stock are beneficially owned by Allstate Life Insurance Company. Of the shares listed as beneficially owned after the offering, 46,663 shares are issuable to Allstate Insurance Company and 62,020 shares are issuable to Allstate Life Insurance Company upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale registration statement. In addition, Allstate Insurance Company holds 44,000 of our FELINE PRIDES and 63,500 of our PRIZES. Allstate Life Insurance Company holds $5,000,000 principal amount of our 7.75% Notes due 2006, $12,500,000 principal amount of our 7.50% Notes due 2004, $10,000,000 principal amount of our 7.75% Notes due 2010, $12,850,000 principal amount at maturity of our Exchangeable Subordinated Discount Debentures due 2020 (which are exchangeable for shares of Sprint PCS common stock we hold) and 3,500 of our Premium PHONES. (9) Of the shares listed as beneficially owned prior to and after the offering, 15,062 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. (10) Black Diamond Offshore Ltd. holds $3,397,000 principal amount at maturity of our Exchangeable Subordinated Discount Debentures due 2020 (which are exchangeable for shares of Sprint PCS common stock we hold). 2 (11) Of the shares listed as beneficially owned prior to and after the offering, 70,881 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. In addition, D.E. Shaw Investments L.P. holds 10,000 of our FELINE PRIDES. (12) Of the shares listed as beneficially owned prior to and after the offering, 283,524 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. In addition, D.E. Shaw Valence, L.P. holds 217,500 of our FELINE PRIDES. (13) Double Black Diamond Offshore LDC holds $15,742,000 principal amount at maturity of our Exchangeable Subordinated Discount Debentures due 2020 (which are exchangeable for shares of Sprint PCS common stock we hold). (14) Of the shares listed as beneficially owned prior to and after the offering, 23,627 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. (15) Of the shares listed as beneficially owned prior to and after the offering, 85,057 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. In addition, Granville Capital Corporation holds $114,650,000 principal amount at maturity of our Exchangeable Subordinated Discount Debentures due 2020 (which are exchangeable for shares of Sprint PCS common stock we hold), 42,400 of our FELINE PRIDES and put options covering 150,000 shares of the Class A common stock. (16) Of the shares listed as beneficially owned prior to and after the offering, 850,572 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. In addition, HighBridge International LLC holds 23,700 of our Premium PHONES and $104,500,000 principal amount at maturity of our Exchangeable Subordinated Discount Debentures due 2020 (which are exchangeable for shares of Sprint PCS common stock we hold). (17) Of the shares listed as beneficially owned prior to and after the offering, 8,269 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. In addition, HSBC Ttee Zola Managed Trust holds 51,000 of our FELINE PRIDES. (18) LB Series Fund, Inc., Income Portfolio No. RF02 holds $7,500,000 principal amount of our 7.75% Notes due 2010. (19) Lutheran Brotherhood holds $5,000,000 principal amount of our 6.40% Notes due 2008, 95,000 of our FELINE PRIDES and 70,000 of our PRIZES. (20) Lutheran Brotherhood Income Fund holds $2,500,000 principal amount of our 7.75% Notes due 2010. (21) Of the shares listed as beneficially owned prior to and after the offering, 15,357 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. In addition, Lyxor MasterFund holds 51,000 of our FELINE PRIDES. (22) Of the shares listed as beneficially owned prior to and after the offering, 50,207 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. (23) Of the shares listed as beneficially owned prior to and after the offering, 354,405 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. In addition, R2 Investments LDC holds $52,000,000 principal amount at maturity of our Exchangeable Subordinated Discount Debentures due 2020 (which are exchangeable for shares of Sprint PCS common stock we hold) and 451,000 of our FELINE PRIDES. 3 (24) Of the shares listed as beneficially owned prior to and after the offering, 224,456 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. Salomon Smith Barney Inc. is a market-maker in our Class A common stock and has performed various financial advisory and investment banking services from time to time for us and our affiliates, including acting as an initial purchaser of the Cox Enterprises notes. (25) Of the shares listed as beneficially owned prior to and after the offering, 118,135 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. (26) Of the shares listed as beneficially owned prior to and after the offering, 8,269 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. (27) Van Kampen Harbor Fund is associated with Morgan Stanley & Co. Incorporated, one of the initial purchasers of the Cox Enterprises notes and of our Convertible Senior Notes due 2021. Morgan Stanley has also performed various financial advisory and investment banking services from time to time for us and our affiliates. In addition, the Van Kampen funds hold an aggregate of $4,750,000 principal amount of our 6.875% Notes due 2005 and $10,000,000 principal amount of our 7.25% debentures due 2015. (28) Of the shares listed as beneficially owned prior to and after the offering, 36,680 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. (29) Of the shares listed as beneficially owned prior to and after the offering, 15,062 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. (30) Worldwide Transactions Ltd. holds $861,000 principal amount at maturity of our Exchangeable Subordinated Discount Debentures due 2020 (which are exchangeable for shares of Sprint PCS common stock we hold). (31) Of the shares listed as beneficially owned prior to and after the offering, 17,720 shares of Class A common stock are issuable upon conversion of our Convertible Senior Notes due 2021, and these notes and the underlying shares of Class A common stock are covered by a separate resale shelf registration statement. (32) We may from time to time include additional selling stockholders and information about such selling stockholders' plans of distribution in future supplements to this prospectus, if required. The amounts provided assume that any other holders of Cox Enterprises notes, or any future transferees, pledgees, donees or successors of or from any such holders of Cox Enterprises notes, do not beneficially own any Class A common stock other than the Class A common stock deliverable upon exchange of the Cox Enterprise notes. 4 -----END PRIVACY-ENHANCED MESSAGE-----