-----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, LLL40WTTje1W8uXnERaCXHRLGXmceE3FltEShsxgruWfd0OeydjMBCqiESsUYxhr T2CHw2/WFiKE1SNWMWXo/w== 0001010192-04-000040.txt : 20040802 0001010192-04-000040.hdr.sgml : 20040802 20040802162659 ACCESSION NUMBER: 0001010192-04-000040 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040802 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: 582112281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-46251 FILM NUMBER: 04945289 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 TO-C 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 TO-C 1 cei_to.txt SCHEDULE TENDER OFFER- COMMUNICATIONS ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------- COX COMMUNICATIONS, INC. (Name of Subject Company (Issuer)) COX ENTERPRISES, INC. (Names of Filing Persons (Offerors)) ----------- CLASS A COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) ----------- 224044 10 7 (CUSIP Number of Class of Securities) ----------- Andrew A. Merdek, Esq. Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Atlanta, Georgia Telephone: (678) 645-0000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copy to: Stuart A. Sheldon, Esq. Thomas D. Twedt, Esq. Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W. Washington, D.C. 20036 Telephone: (202) 776-2000 CALCULATION OF FILING FEE Transaction Valuation: Not Applicable Amount of Filing Fee: Not Applicable [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid: Not applicable Filing Party: Not applicable Form or registration No.: Not applicable Date Filed: Not applicable [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- Item 12. Exhibits. Exhibit No. Description ---------- ----------- 99.1 Press Release issued by Cox Enterprises on August 2, 2004. 99.2 Questions & Answers for Employees and Retirees. EX-99 2 cei_to991.txt EX. 99.1 PRESS RELEASE Exhibit 99.1 Cox Enterprises, Inc. Proposes to Acquire Public Minority Stake in Cox Communications, Inc. o Proposal Price of $32 in Cash per Share for 38% Public Stake o Cox Communications, Inc. Would Become Wholly Owned by Cox Enterprises, Inc. Atlanta, Georgia, August 2, 2004. Cox Enterprises, Inc. (CEI) announced today that it is proposing to acquire the outstanding publicly held minority interest in Cox Communications, Inc. (CCI) [NYSE:COX] for $32 per share in cash, representing a 16% premium over Friday's closing price and a 14% premium over the ten-day average closing price. The aggregate consideration payable under the proposal for the 38% public stake would be approximately $7.9 billion, including fees and expenses. CEI currently owns approximately a 62% equity interest in CCI and has a 73% voting interest. Following the transaction, CCI would become a wholly owned subsidiary of CEI. "Our proposal represents an excellent opportunity for CCI shareholders, giving them the ability to receive a meaningful premium to recent trading values," said James C. Kennedy, Chairman and Chief Executive Officer of CEI. "For CEI, this is a chance to make a substantial additional investment in an asset we know well. An increasingly competitive environment convinces us that future investments in the cable industry are best made through a private company structure," he said. Following the announcement, CEI expects the Board of Directors of CCI to form a special committee of independent directors to consider the proposal with the assistance of outside financial and legal advisors and to negotiate the proposal with CEI. Directors of CCI affiliated with CEI will not participate in the evaluation of the proposal, which requires the approval of the special committee. Following successful conclusion of negotiations with the special committee, CEI expects to file appropriate materials with the Securities and Exchange Commission and mail such materials to CCI shareholders. CEI currently contemplates the transaction would be implemented through a cash tender offer for the publicly held CCI shares followed by a cash merger at the same per share price paid in the tender offer. CEI has advised CCI that CEI's sole interest is in acquiring the remaining shares of CCI held by the minority shareholders and that it has no interest in a disposition of its controlling equity and voting stake in CCI. Citigroup Global Markets and Lehman Brothers, Inc. are serving as CEI's financial advisors in the transaction and have committed to provide $7.9 billion to fund the tender offer and merger, as well as related fees and expenses, under a $10 billion total funding commitment. The remaining $2.1 billion will be used to refinance existing indebtedness at CEI and for working capital and other corporate purposes. CCI shareholders and other interested parties are urged to read CEI's relevant documents filed with the SEC when they become available because they will contain important information. CCI shareholders will be able to obtain such documents free of charge at the SEC's web site: www.sec.gov or from CEI at 6205 Peachtree Dunwoody Road, Atlanta, GA 30328, Attn: Corporate Communications. About Cox Enterprises (www.coxenterprises.com) Cox Enterprises is one of the nation's leading media companies and providers of automotive services, with 2003 revenues of $10.7 billion and 77,000 employees. Major operating subsidiaries include Cox Communications, Inc. ([NYSE: COX] cable television distribution, telephone, high-speed Internet access and other advanced broadband services); Cox Newspapers, Inc. (newspapers, local and national direct mail advertising and customized newsletters); Cox Television (television and television sales rep firms); Cox Radio, Inc. ([NYSE: CXR] broadcast radio stations and interactive Web sites); and Manheim Auctions, Inc. (vehicle auctions, repair and certification services and web-based technology products). Cox Enterprises also owns an equity stake in AutoTrader.com, the world's largest and most visited online source of vehicle listings for dealers and consumers. CAUTIONARY STATEMENT: Statements in this document represent the intentions, plans, expectations and beliefs of CEI and involve risks and uncertainties that could cause actual events to differ materially from the events described in this document, including risks or uncertainties related to the success of our negotiations with the special committee, whether the conditions to the tender offer will be satisfied, and if not, whether the tender offer and merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the broadband communications industry or the business or prospects of CCI. CEI wishes to caution the reader that these factors, as well as other factors described or to be described in CEI's SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from CEI's current expectations described herein. Media Inquiries: Bob Jimenez, Cox Enterprises, Inc., (678) 645-0070, bob.jimenez@coxinc.com. Investor Inquiries: Richard Jacobson, Cox Enterprises, Inc., (678) 645-0111, richard.jacobson@coxinc.com. EX-99 3 cei_to992.txt EX. 99.1 FAQS Exhibit 99.2 - -------------------------------------------------------------------------------- Frequently Asked Questions for Cox Communications, Inc. Employees - -------------------------------------------------------------------------------- 1. What is Cox Enterprises, Inc. offering to do? Cox Enterprises, Inc. (CEI) has proposed to acquire all of the remaining shares of Cox Communications, Inc. (CCI) held by minority shareholders. We contemplate that the transaction would be structured as a tender offer followed by a merger in which CCI becomes a wholly owned subsidiary of CEI. 2. What is a tender offer? A tender offer is an offer made directly to individual shareholders to purchase their shares for a cash payment. This process is governed by Securities and Exchange Commission (SEC) regulations. 3. Why is CEI doing this? We want to expand our interest in the cable industry, and the fact is, we know CCI well and believe there is no better-run cable company out there. 4. What is the next step in the process? We expect the CCI Board of Directors to form a special committee, comprised of its independent directors, to evaluate and discuss the proposal further. With the help of its own legal and financial advisers, the special committee will evaluate our proposal and negotiate it with us. The transaction proposed by CEI requires the approval of the special committee. 5. Currently, what is the relationship between CEI and CCI? CEI currently owns approximately 62 percent of CCI. Since CCI became public in 1995, CEI has at all times maintained at least this ownership level. 6. Will CCI's business continue to operate as it is currently? Yes. 7. Will the transaction result in an organizational change at CCI or CEI? No. If CCI were to become a private company, it would not change its business. CCI will continue to provide great customer service and state-of-the-art products to its subscribers. Cost reductions played no role in CEI's consideration of the deal. CEI has always believed in allowing its companies the freedom and flexibility to run their businesses. That philosophy has not changed as a result of this action. 8. What does this mean for employees of other CEI companies? All companies will continue to operate as they do currently. 9. Will we be doing a similar transaction with Cox Radio? As a matter of corporate policy, we don't speculate on our future actions. We are not currently contemplating any transaction involving Cox Radio. Radio is a highly valued member of the CEI family of businesses. 10. Will salary, health care or pension benefits be affected? We don't anticipate any changes in salary, health care or pension benefits. 11. What happens to my 401(k)? You will continue to participate in the CCI 401(k) plan (Savings Plus). The only difference going forward will be that CCI stock would no longer be an investment option. If you currently hold CCI company stock in your 401(k) account, these shares can be sold in the tender offer. That transaction would be tax deferred. Vanguard will contact you to explain this process. 12. Will the CCI Employee Stock Purchase Plan (ESPP) continue? If you participated in a CCI ESPP, and you continue to hold these shares, you may participate in any tender offer or subsequent merger. If the contemplated transaction proceeds, the shares of CCI would no longer be publicly traded, so we would no longer plan to offer an ESPP. Therefore, the 2004 plan scheduled to commence in the fall of 2004 would be cancelled. If your shares are still at Wachovia, you can call (888) 396-0853 to learn the number of shares you have in your account. If you transferred the shares out of that account, you will need to contact your broker directly. 13. What happens to any CCI stock that I may own? If you own shares in CCI, you may participate in any tender offer on the same basis as all other shareholders. Following approval of CEI's offer and a merger agreement by the special committee, CEI's current intention is to file offering materials with the SEC and mail those materials to CCI stockholders. Those materials will provide instructions and details about the options and rights you have as a CCI shareholder. You may elect not to sell your shares as part of the tender offer. However, you should be aware that if the proposed merger is implemented, your shares will be cancelled and you will receive the same per share cash payment as that made to tender offer participants. 14. Will this transaction affect my opportunities for advancement? The transaction will not impact CCI's mission or business objectives. As in the past, opportunities for advancement in all of CEI's businesses will continue to be based on the needs of the business and your individual performance. 15. What if the transaction doesn't happen? Then what? We believe this offer presents benefits to both CEI and CCI. CCI shareholders have the ability to receive a premium to recent trading values and CEI has the chance to make an incremental investment in an asset it knows well. However, if the transaction does not move forward, CCI would continue operating as a public company and CEI would continue as the majority stockholder. 16. Where and when will employees get more information? We know you have many questions, but during the period following our proposal, both CEI and CCI are limited under SEC regulations as to the amount of information we can share. In the interim, a dedicated employee-only toll-free line has been created to keep you informed. Please take the opportunity to call the line if you have any questions, at (866) 700-0301 or in the Atlanta area, (678) 645-4730. We encourage you to leave a recorded message with your questions. Note: This document is intended to serve as a brief summary of employee issues relating to a possible tender offer. If a tender offer for CCI shares is commenced, you are urged to read CEI's tender offer statement for CCI and CCI's solicitation/recommendation statement, to be filed with the Securities and Exchange Commission (SEC) when they become available, because those documents will contain important information. You will be able to obtain these documents and other documents filed by CEI and CCI free of charge at the SEC's website at www.sec.gov. In addition, CCI's solicitation/recommendation statement may be obtained free of charge by contacting CCI, 1400 Lake Hearn Drive, Atlanta, GA 30319 (Attention: Investor Relations), telephone (404) 843-5000, and CEI's tender offer statement may be obtained free of charge by contacting CEI, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328 (Attention: Legal Department), telephone (678) 645-0000. Statements in this document represent the intentions, plans, expectations and beliefs of CEI and involve risks and uncertainties that could cause actual events to differ materially from the events described in this document, including risks or uncertainties related to the success of our negotiations with the special committee, whether the conditions to the tender offer will be satisfied, and if not, whether the tender offer and merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the broadband communications industry or the business or prospects of CCI. CEI wishes to caution the reader that these factors, as well as other factors described or to be described in CEI's SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from CEI's current expectations described herein. - -------------------------------------------------------------------------------- Frequently Asked Questions for Former Cox Communications, Inc. Employees - -------------------------------------------------------------------------------- 1. What does this mean for my vested "in the money" stock options that I received as a former Cox Communications, Inc. (CCI) employee? Holders can exercise their vested options at any point in time. Under the proposal, holders of vested "in the money" options (i.e., options with an exercise price lower than the current market price) would be able to continue to exercise these options and (subject to applicable CCI option plan and company restrictions), CEI anticipates that such holders may: (a) Exercise these options and simultaneously resell the shares acquired, just as you can today (for example, by means of a "cashless" exercise). (b) Exercise these options using your own funds and become a stockholder of CCI. In the case of a merger, you would then receive a cash payment for each share equal to the per share price paid to all other shareholders in the tender offer. (c) Alternatively, to avoid out-of-pocket expense, CEI is proposing to offer a "cash out" of vested "in the money" options. In the event of a merger, CEI would make a cash payment to option holders who wish to receive a payment, equal to the difference between the exercise price and the per share price paid to all other shareholders in the tender offer. (d) Holders may choose not to exercise their "in the money" options. However, you should be aware that in the event of a merger, shares of CCI's common stock would no longer be listed for trading on the New York Stock Exchange. In that event, there would not be a public market for these shares, and as such, your right to resell these shares would be limited. 2. What does this mean for my vested "underwater" options that I received as a former CCI employee (i.e., options with an exercise price higher than the current market price)? We anticipate that the vesting and exercise provisions of these options will not change. Note: This document is intended to serve as a brief summary of issues relating to a possible tender offer. If a tender offer for CCI shares is commenced, you are urged to read CEI's tender offer statement for CCI and CCI's solicitation/recommendation statement, to be filed with the Securities and Exchange Commission (SEC) when they become available, because those documents will contain important information. You will be able to obtain these documents and other documents filed by CEI and CCI free of charge at the SEC's website at www.sec.gov. In addition, CCI's solicitation/recommendation statement may be obtained free of charge by contacting CCI, 1400 Lake Hearn Drive, Atlanta, GA 30319 (Attention: Investor Relations), telephone (404) 843-5000, and CEI's tender offer statement may be obtained free of charge by contacting CEI, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328 (Attention: Legal Department), telephone (678) 645-0000. Statements in this document represent the intentions, plans, expectations and beliefs of CEI and involve risks and uncertainties that could cause actual events to differ materially from the events described in this document, including risks or uncertainties related to the success of our negotiations with the special committee, whether the conditions to the tender offer will be satisfied, and if not, whether the tender offer and merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the broadband communications industry or the business or prospects of CCI. CEI wishes to caution the reader that these factors, as well as other factors described or to be described in CEI's SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from CEI's current expectations described herein. - -------------------------------------------------------------------------------- Frequently Asked Questions for Cox Communications, Inc. Retirees - -------------------------------------------------------------------------------- 1. What is Cox Enterprises, Inc. offering to do? Cox Enterprises, Inc. (CEI) has proposed to acquire all of the remaining shares of Cox Communications, Inc. (CCI) held by minority shareholders. We contemplate that the transaction would be structured as a tender offer followed by a merger in which CCI becomes a wholly owned subsidiary of CEI. 2. What is a tender offer? A tender offer is an offer made directly to individual shareholders to purchase their shares for a cash payment. This process is governed by Securities and Exchange Commission (SEC) regulations. 3. Why is CEI doing this? We want to expand our interest in the cable industry, and the fact is, we know CCI well and believe there is no better-run cable company out there. 4. What is the next step in the process? We expect the CCI Board of Directors to form a special committee, comprised of its independent directors, to evaluate and discuss the proposal further. With the help of its own legal and financial advisers, the special committee will evaluate our proposal and negotiate it with us. The transaction proposed by CEI requires the approval of the special committee. 5. Will CCI's business continue to operate as it is currently? Yes. 6. As a result of this transaction, would my pension benefit change? No. 7. As a result of this transaction, will my retiree health care coverage change? No. 8. What happens to my 401(k)? You will continue to participate in the CCI 401(k) plan (Savings Plus). The only difference going forward will be that CCI stock would no longer be an investment option. If you currently hold CCI company stock in your 401(k) account, these shares can be sold in the tender offer. That transaction would be tax deferred. Vanguard will contact you to explain this process. 9. What happens to any CCI stock that I may own? If you own shares in CCI, you may participate in any tender offer on the same basis as all other shareholders. Following approval of CEI's offer and a merger agreement by the special committee, CEI's current intention is to file offering materials with the SEC and mail those materials to CCI stockholders. Those materials will provide instructions and details about the options and rights you have as a CCI shareholder. You may elect not to sell your shares as part of the tender offer. However, you should be aware that if the proposed merger is implemented, your shares will be cancelled and you will receive the same per share cash payment as that made to tender offer participants. 10. Where and when will more information be available? We know you have many questions, but during the period following our proposal, both CEI and CCI are limited under SEC regulations as to the amount of information we can share. In the interim, a dedicated toll-free line has been created to keep you informed. Please take the opportunity to call the line if you have any questions, at (866) 700-0301 or in the Atlanta area, (678) 645-4730. We encourage you to leave a recorded message with your questions. Note: This document is intended to serve as a brief summary of issues relating to a possible tender offer. If a tender offer for CCI shares is commenced, you are urged to read CEI's tender offer statement for CCI and CCI's solicitation/recommendation statement, to be filed with the Securities and Exchange Commission (SEC) when they become available, because those documents will contain important information. You will be able to obtain these documents and other documents filed by CEI and CCI free of charge at the SEC's website at www.sec.gov. In addition, CCI's solicitation/recommendation statement may be obtained free of charge by contacting CCI, 1400 Lake Hearn Drive, Atlanta, GA 30319 (Attention: Investor Relations), telephone (404) 843-5000, and CEI's tender offer statement may be obtained free of charge by contacting CEI, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328 (Attention: Legal Department), telephone (678) 645-0000. Statements in this document represent the intentions, plans, expectations and beliefs of CEI and involve risks and uncertainties that could cause actual events to differ materially from the events described in this document, including risks or uncertainties related to the success of our negotiations with the special committee, whether the conditions to the tender offer will be satisfied, and if not, whether the tender offer and merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the broadband communications industry or the business or prospects of CCI. CEI wishes to caution the reader that these factors, as well as other factors described or to be described in CEI's SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from CEI's current expectations described herein. - -------------------------------------------------------------------------------- Frequently Asked Questions for Cox Communications, Inc. Retirees with Outstanding Stock Options - -------------------------------------------------------------------------------- 1. What is Cox Enterprises, Inc. offering to do? Cox Enterprises, Inc. (CEI) has proposed to acquire all of the remaining shares of Cox Communications, Inc. (CCI) held by minority shareholders. We contemplate that the transaction would be structured as a tender offer followed by a merger in which CCI becomes a wholly owned subsidiary of CEI. 2. What is a tender offer? A tender offer is an offer made directly to individual shareholders to purchase their shares for a cash payment. This process is governed by Securities and Exchange Commission (SEC) regulations. 3. Why is CEI doing this? We want to expand our interest in the cable industry, and the fact is, we know CCI well and believe there is no better-run cable company out there. 4. What is the next step in the process? We expect the CCI Board of Directors to form a special committee, comprised of its independent directors, to evaluate and discuss the proposal further. With the help of its own legal and financial advisers, the special committee will evaluate our proposal and negotiate it with us. The transaction proposed by CEI requires the approval of the special committee. 5. Will CCI's business continue to operate as it is currently? Yes. 6. As a result of this transaction, would my pension benefit change? No. 7. As a result of this transaction, will my retiree health care coverage change? No. 8. What happens to my 401(k)? You will continue to participate in the CCI 401(k) plan (Savings Plus). The only difference going forward will be that CCI stock would no longer be an investment option. If you currently hold CCI company stock in your 401(k) account, these shares can be sold in the tender offer. That transaction would be tax deferred. Vanguard will contact you to explain this process. 9. What does this mean for my vested "in the money" stock options that I received as a former CCI employee? Holders can exercise their vested options at any point in time. Under the proposal, holders of vested "in the money" options (i.e., options with an exercise price lower than the current market price) would be able to continue to exercise these options and (subject to applicable CCI option plan and company restrictions), CEI anticipates that such holders may: (a) Exercise these options and simultaneously resell the shares acquired, just as you can today (for example, by means of a "cashless" exercise). (b) Exercise these options using your own funds and become a stockholder of CCI. In the case of a merger, you would then receive a cash payment for each share equal to the per share price paid to all other shareholders in the tender offer. (c) Alternatively, to avoid out-of-pocket expense, CEI is proposing to offer a "cash out" of vested "in the money" options. In the event of a merger, CEI would make a cash payment to option holders who wish to receive a payment, equal to the difference between the exercise price and the per share price paid to all other shareholders in the tender offer. (d) Holders may choose not to exercise their "in the money" options. However, you should be aware that in the event of a merger, shares of CCI's common stock would no longer be listed for trading on the New York Stock Exchange. In that event, there would not be a public market for these shares, and as such, your right to resell these shares would be limited. 10. What does this mean for my vested "underwater" options that I received as a former CCI employee (i.e., options with an exercise price higher than the current market price)? We anticipate that the vesting and exercise provisions of these options will not change. 11. How can I obtain a statement showing my long-term incentive awards or exercise my vested options? By calling Wachovia at (877) 828-0483, you can access the number of shares granted, the number of shares outstanding, the number vested and the exercise price. This also is the number you should call if you'd like to exercise you options. If you have additional questions, please call the toll-free line at (866) 700-0301 or in the Atlanta area, (678) 645-4730. 12. What happens to any CCI stock that I may own? If you own shares in CCI, you may participate in any tender offer on the same basis as all other shareholders. Following approval of CEI's offer and a merger agreement by the special committee, CEI's current intention is to file offering materials with the SEC and mail those materials to CCI stockholders. Those materials will provide instructions and details about the options and rights you have as a CCI shareholder. You may elect not to sell your shares as part of the tender offer. However, you should be aware that if the proposed merger is implemented, your shares will be cancelled and you will receive the same per share cash payment as that made to tender offer participants. 13. Where and when will more information be available? We know you have many questions, but during the period following our proposal, both CEI and CCI are limited under SEC regulations as to the amount of information we can share. In the interim, a dedicated toll-free line has been created to keep you informed. Please take the opportunity to call the line if you have any questions, at (866) 700-0301 or in the Atlanta area, (678) 645-4730. We encourage you to leave a recorded message with your questions. Note: This document is intended to serve as a brief summary of issues relating to a possible tender offer. If a tender offer for CCI shares is commenced, you are urged to read CEI's tender offer statement for CCI and CCI's solicitation/recommendation statement, to be filed with the Securities and Exchange Commission (SEC) when they become available, because those documents will contain important information. You will be able to obtain these documents and other documents filed by CEI and CCI free of charge at the SEC's website at www.sec.gov. In addition, CCI's solicitation/recommendation statement may be obtained free of charge by contacting CCI, 1400 Lake Hearn Drive, Atlanta, GA 30319 (Attention: Investor Relations), telephone (404) 843-5000, and CEI's tender offer statement may be obtained free of charge by contacting CEI, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328 (Attention: Legal Department), telephone (678) 645-0000. Statements in this document represent the intentions, plans, expectations and beliefs of CEI and involve risks and uncertainties that could cause actual events to differ materially from the events described in this document, including risks or uncertainties related to the success of our negotiations with the special committee, whether the conditions to the tender offer will be satisfied, and if not, whether the tender offer and merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the broadband communications industry or the business or prospects of CCI. CEI wishes to caution the reader that these factors, as well as other factors described or to be described in CEI's SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from CEI's current expectations described herein. - -------------------------------------------------------------------------------- Frequently Asked Questions for Cox Communications, Inc. Long Term Incentive Plan (LTIP) Participants - -------------------------------------------------------------------------------- 1. What does this mean for employee stock options? It is our current view that in the case of the proposed merger, option vesting and exercise provisions would remain unchanged. 2. What can I do with my vested "in the money" stock options? Employees can exercise their vested options at any point in time. Under the proposal, holders of vested "in the money" options (i.e., options with an exercise price lower than the current market price) would be able to continue to exercise these options and (subject to applicable CCI option plan and company restrictions), CEI anticipates that such holders may: (a) Exercise these options and simultaneously resell the shares acquired, just as you can today (for example, by means of a "cashless" exercise). (b) Exercise these options using your own funds and become a stockholder of CCI. In the case of a merger, you would then receive a cash payment for each share equal to the per share price paid to all other shareholders in the tender offer. (c) Alternatively, to avoid out-of-pocket expense, CEI is proposing to offer a "cash out" of vested "in the money" options. In the event of a merger, CEI would make a cash payment to option holders who wish to receive a payment, equal to the difference between the exercise price and the per share price paid to all other shareholders in the tender offer. (d) Holders may choose not to exercise their "in the money" options. However, you should be aware that in the event of a merger, shares of CCI's common stock would no longer be listed for trading on the New York Stock Exchange. In that event, there would not be a public market for these shares, and as such, your right to resell these shares would be limited. 3. What if I hold unvested options, or vested options that are "underwater" (i.e., options with an exercise price higher than the current market price)? We anticipate that the vesting and exercise provisions of these options will not change. 4. How can I obtain a statement showing my long-term incentive awards or exercise my vested options? By calling Wachovia at (877) 828-0483, you can access the number of shares granted, the number of shares outstanding, the number vested and the exercise price. This also is the number you should call if you'd like to exercise your options. If you have additional questions, please call the employee line at (866) 700-0301 or in the Atlanta area, (678) 645-4730. 5. Will I receive future long-term incentive awards from CEI? CEI maintains its own long-term incentive plans, and we cannot make any predictions of future awards under these plans. CEI's present intention is that eligible CCI employees will receive long-term incentive awards on the same basis as other employees of CEI's subsidiaries. Note: This document is intended to serve as a brief summary of employee issues relating to a possible tender offer. If a tender offer for CCI shares is commenced, you are urged to read CEI's tender offer statement for CCI and CCI's solicitation/recommendation statement, to be filed with the Securities and Exchange Commission (SEC) when they become available, because those documents will contain important information. You will be able to obtain these documents and other documents filed by CEI and CCI free of charge at the SEC's website at www.sec.gov. In addition, CCI's solicitation/recommendation statement may be obtained free of charge by contacting CCI, 1400 Lake Hearn Drive, Atlanta, GA 30319 (Attention: Investor Relations), telephone (404) 843-5000, and CEI's tender offer statement may be obtained free of charge by contacting CEI, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328 (Attention: Legal Department), telephone (678) 645-0000. Statements in this document represent the intentions, plans, expectations and beliefs of CEI and involve risks and uncertainties that could cause actual events to differ materially from the events described in this document, including risks or uncertainties related to the success of our negotiations with the special committee, whether the conditions to the tender offer will be satisfied, and if not, whether the tender offer and merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the broadband communications industry or the business or prospects of CCI. CEI wishes to caution the reader that these factors, as well as other factors described or to be described in CEI's SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from CEI's current expectations described herein. - -------------------------------------------------------------------------------- Frequently Asked Questions for Cox Communications, Inc. Long Term Incentive Plan (LTIP) Participants with Restricted Stock - -------------------------------------------------------------------------------- 1. What does this mean for employee stock options? It is our current view that in the case of the proposed merger, option vesting and exercise provisions would remain unchanged. 2. What can I do with my vested "in the money" stock options? Employees can exercise their vested options at any point in time. Under the proposal, holders of vested "in the money" options (i.e., options with an exercise price lower than the current market price) would be able to continue to exercise these options and (subject to applicable CCI option plan and company restrictions), CEI anticipates that such holders may: (a) Exercise these options and simultaneously resell the shares acquired, just as you can today (for example, by means of a "cashless" exercise). (b) Exercise these options using your own funds and become a stockholder of CCI. In the case of a merger, you would then receive a cash payment for each share equal to the per share price paid to all other shareholders in the tender offer. (c) Alternatively, to avoid out-of-pocket expense, CEI is proposing to offer a "cash out" of vested "in the money" options. In the event of a merger, CEI would make a cash payment to option holders who wish to receive a payment, equal to the difference between the exercise price and the per share price paid to all other shareholders in the tender offer. (d) Holders may choose not to exercise their "in the money" options. However, you should be aware that in the event of a merger, shares of CCI's common stock would no longer be listed for trading on the New York Stock Exchange. In that event, there would not be a public market for these shares, and as such, your right to resell these shares would be limited. 3. What if I hold unvested options, or vested options that are "underwater" (i.e., options with an exercise price higher than the current market price)? We anticipate that the vesting and exercise provisions of these options will not change. 4. How can I obtain a statement showing my long-term incentive awards or exercise my vested options? By calling Wachovia at (877) 828-0483, you can access the number of shares granted, the number of shares outstanding, the number vested and the exercise price. This also is the number you should call if you'd like to exercise your options. If you have additional questions, please call the employee line at (866) 700-0301 or in the Atlanta area, (678) 645-4730. 5. Will I receive future long-term incentive awards from CEI? CEI maintains its own long-term incentive plans, and we cannot make any predictions of future awards under these plans. CEI's present intention is that eligible CCI employees will receive long-term incentive awards on the same basis as other employees of CEI's subsidiaries. 6. What if I am a holder of restricted stock or performance-based restricted stock? Shares of restricted stock cannot be transferred or sold by the holder, pursuant to the terms of the applicable award agreement. However, the proposed merger would result in the effective lapse of these restrictions and holders of restricted stock would receive a cash payment for each share equal to the per share price paid to all other shareholders in the tender offer. Note: This document is intended to serve as a brief summary of employee issues relating to a possible tender offer. If a tender offer for CCI shares is commenced, you are urged to read CEI's tender offer statement for CCI and CCI's solicitation/recommendation statement, to be filed with the Securities and Exchange Commission (SEC) when they become available, because those documents will contain important information. You will be able to obtain these documents and other documents filed by CEI and CCI free of charge at the SEC's website at www.sec.gov. In addition, CCI's solicitation/recommendation statement may be obtained free of charge by contacting CCI, 1400 Lake Hearn Drive, Atlanta, GA 30319 (Attention: Investor Relations), telephone (404) 843-5000, and CEI's tender offer statement may be obtained free of charge by contacting CEI, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328 (Attention: Legal Department), telephone (678) 645-0000. Statements in this document represent the intentions, plans, expectations and beliefs of CEI and involve risks and uncertainties that could cause actual events to differ materially from the events described in this document, including risks or uncertainties related to the success of our negotiations with the special committee, whether the conditions to the tender offer will be satisfied, and if not, whether the tender offer and merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the broadband communications industry or the business or prospects of CCI. CEI wishes to caution the reader that these factors, as well as other factors described or to be described in CEI's SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from CEI's current expectations described herein. - -------------------------------------------------------------------------------- Frequently Asked Questions for Cox Employees - -------------------------------------------------------------------------------- 1. What is Cox Enterprises, Inc. offering to do? Cox Enterprises, Inc. (CEI) has proposed to acquire all of the remaining shares of Cox Communications, Inc. (CCI) held by minority shareholders. We contemplate that the transaction would be structured as a tender offer followed by a merger in which CCI becomes a wholly owned subsidiary of CEI. 2. What is a tender offer? A tender offer is an offer made directly to individual shareholders to purchase their shares for a cash payment. This process is governed by Securities and Exchange Commission (SEC) regulations. 3. Why is CEI doing this? We want to expand our interest in the cable industry, and the fact is, we know CCI well and believe there is no better-run cable company out there. 4. What is the next step in the process? We expect the CCI Board of Directors to form a special committee, comprised of its independent directors, to evaluate and discuss the proposal further. With the help of its own legal and financial advisers, the special committee will evaluate our proposal and negotiate it with us. The transaction proposed by CEI requires the approval of the special committee. 5. Currently, what is the relationship between CEI and CCI? CEI currently owns approximately 62 percent of CCI. Since CCI became public in 1995, CEI has at all times maintained at least this ownership level. 6. Will CCI's business continue to operate as it is currently? Yes. 7. Will the transaction result in an organizational change at CCI or CEI? No. If CCI were to become a private company, it would not change its business. CCI will continue to provide great customer service and state-of-the-art products to its subscribers. Cost reductions played no role in CEI's consideration of the deal. CEI has always believed in allowing its companies the freedom and flexibility to run their businesses. That philosophy has not changed as a result of this action. 8. What does this mean for employees of other CEI companies? All companies will continue to operate as they do currently. 9. Will we be doing a similar transaction with Cox Radio? As a matter of corporate policy, we don't speculate on our future actions. We are not currently contemplating any transaction involving Cox Radio. Radio is a highly valued member of the CEI family of businesses. 10. What happens to any CCI stock that I may own? If you own shares in CCI, you may participate in any tender offer on the same basis as all other shareholders. Following approval of CEI's offer and a merger agreement by the special committee, CEI's current intention is to file offering materials with the SEC and mail those materials to CCI stockholders. Those materials will provide instructions and details about the options and rights you have as a CCI shareholder. You may elect not to sell your shares as part of the tender offer. However, you should be aware that if the proposed merger is implemented, your shares will be cancelled and you will receive the same per share cash payment as that made to tender offer participants. 11. What if the transaction doesn't happen? Then what? We believe this offer presents benefits to both CEI and CCI. CCI shareholders have the ability to receive a premium to recent trading values and CEI has the chance to make an incremental investment in an asset it knows well. However, if the transaction does not move forward, CCI would continue operating as a public company and CEI would continue as the majority stockholder. 12. Where and when will employees get more information? We know you have many questions, but during the period following our proposal, both CEI and CCI are limited under SEC regulations as to the amount of information we can share. In the interim, a dedicated employee-only toll-free line has been created to keep you informed. Please take the opportunity to call the line if you have any questions, at (866) 700-0301 or in the Atlanta area, (678) 645-4730. We encourage you to leave a recorded message with your questions. Note: This document is intended to serve as a brief summary of employee issues relating to a possible tender offer. If a tender offer for CCI shares is commenced, you are urged to read CEI's tender offer statement for CCI and CCI's solicitation/recommendation statement, to be filed with the Securities and Exchange Commission (SEC) when they become available, because those documents will contain important information. You will be able to obtain these documents and other documents filed by CEI and CCI free of charge at the SEC's website at www.sec.gov. In addition, CCI's solicitation/recommendation statement may be obtained free of charge by contacting CCI, 1400 Lake Hearn Drive, Atlanta, GA 30319 (Attention: Investor Relations), telephone (404) 843-5000, and CEI's tender offer statement may be obtained free of charge by contacting CEI, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328 (Attention: Legal Department), telephone (678) 645-0000. Statements in this document represent the intentions, plans, expectations and beliefs of CEI and involve risks and uncertainties that could cause actual events to differ materially from the events described in this document, including risks or uncertainties related to the success of our negotiations with the special committee, whether the conditions to the tender offer will be satisfied, and if not, whether the tender offer and merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the broadband communications industry or the business or prospects of CCI. CEI wishes to caution the reader that these factors, as well as other factors described or to be described in CEI's SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from CEI's current expectations described herein. -----END PRIVACY-ENHANCED MESSAGE-----