POS AM 1 cci-s3.txt PEA FORM S-3 As filed with the Securities and Exchange Commission on December 12, 2005 Registration No. 333-3766 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ COX COMMUNICATIONS, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 58-2112281 (I.R.S. Employer Identification No.) 1400 Lake Hearn Drive Atlanta, Georgia 30319 (404) 843-5000 (Address, including zip code, and telephone number, including, area code, of Registrant's principal executive offices) _______________ John M. Dyer Senior Vice President and Chief Financial Officer Cox Communications, Inc. 1400 Lake Hearn Drive Atlanta, Georgia 30319 (404) 843-5000 (Name, address, including zip code and telephone number, including area code, of agent for service) _______________ Please address a copy of all communications to: Thomas D. Twedt Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, NW Washington, D.C. 20036 (202) 776-2000 _______________ Approximate date of commencement of proposed sale to the public: Not applicable. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |_| If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| =============================================================================== DEREGISTRATION OF SECURITIES Pursuant to this Post-Effective Amendment No. 1, Cox Communications, Inc., a Delaware corporation, hereby deregisters all unissued securities registered pursuant to this Registration Statement No. 333-3766, including the securities described in the prospectus filed on May 10, 1996 pursuant to Rule 424(b). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Cox Communications, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Atlanta, State of Georgia on the 12th day of December, 2005. COX COMMUNICATIONS, INC. By: /s/ James O. Robbins ------------------------------------- James O. Robbins President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 has been signed below by the following persons on behalf of Cox Communications, Inc. and in the capacities and on the dates indicated. Signature Title Date /s/ James C. Kennedy Chairman of the Board December 12, 2005 -------------------------- of Directors James C. Kennedy /s/ James O. Robbins President and Chief December 12, 2005 -------------------------- Executive Officer, James O. Robbins Director /s/ John M. Dyer Senior Vice President December 12, 2005 -------------------------- Chief Financial Officer John M. Dyer (Principal Financial Officer) /s/ William J. Fitzsimmons Vice President of Accounting December 12, 2005 --------------------------- and Financial Planning William J. Fitzsimmons (Principal Accounting Officer) /s/ Robert C. O'Leary Director December 12, 2005 -------------------------- Robert C. O'Leary /s/ G. Dennis Berry Director December 12, 2005 -------------------------- G. Dennis Berry /s/ Rodney W. Schrock Director December 12, 2005 -------------------------- Rodney W. Schrock /s/ Janet M. Clarke Director December 12, 2005 -------------------------- Janet M. Clarke