-----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, BmMDF+VawufVn6+26RUfzmv8qTfywK0RAvN8C7Yiu8PeAhcahlbnquVHduAeFtzW g+1t3laCMsV3SQykbdhsFA== 0000950144-02-000821.txt : 20020414 0000950144-02-000821.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950144-02-000821 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020130 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: 02521788 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 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 g73995asc13da.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. 6) 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) October 29, 2001 - -------------------------------------------------------------------------------- (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. 6 TO SCHEDULE 13D CUSIP NO. 224044 10 7 PAGE 2 OF 17 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) [ ] (b) [ ] Not Applicable -------------------------------------------------------------------- (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 -------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 393,288,968 (Owned Indirectly)** EACH ------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 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. Assuming the delivery to the holders of CEI's 2% Exchangeable Senior Notes due 2021 (the "Exchangeable Notes") of 7,578,779 shares of Class A Common Stock, which is the maximum number of shares required to pay and discharge all of the outstanding Exchangeable Notes, CEI would indirectly beneficially own 385,710,189 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 would represent approximately 64.2% of the Class A Common Stock. (See Item 4). AMENDMENT NO. 6 TO SCHEDULE 13D CUSIP NO. 224044 10 7 PAGE 3 OF 17 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) [ ] (b) [ ] Not Applicable -------------------------------------------------------------------- (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 -------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 366,407,116** EACH ----------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 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. Assuming the delivery to the holders of the Exchangeable Notes of 7,578,779 shares of Class A Common Stock, which is the maximum number of shares required to pay and discharge all of the outstanding Exchangeable Notes, CHI would beneficially own 358,828,337 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 would represent approximately 59.8% of the Class A Common Stock. (See Item 4). AMENDMENT NO. 6 TO SCHEDULE 13D CUSIP NO. 224044 10 7 PAGE 4 OF 17 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) [ ] (b) [ ] Not Applicable -------------------------------------------------------------------- (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 -------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 26,881,852** EACH ----------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 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. 6 TO SCHEDULE 13D CUSIP NO. 224044 10 7 PAGE 5 OF 17 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) [ ] (b) [ ] Not Applicable -------------------------------------------------------------------- (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 -------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 26,881,852 (Owned Indirectly)** EACH ----------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 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. 6 to Schedule 13D Page 6 of 17 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) and Amendment No. 5 to Schedule 13D (filed with the Commission on November 16, 2001) (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 and this Amendment No. 6 (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"). The primary purpose of this Amendment is to file certain exhibits that were subject to a confidential treatment request submitted to the Commission at the time of filing Amendment No. 5 to Schedule 13D. 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. Amendment No. 6 to Schedule 13D Page 7 of 17 Cox Enterprises, Inc. Cox Communications, Inc. 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 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 Cascade Investment LLC ("Cascade") and the Bill and Melinda Gates Foundation (the "Foundation") to CHI on October 29, 2001 was $499,500,000 pursuant to the Purchase Agreements (as defined below). Cascade and the Foundation are collectively referred to herein as the "Private Purchasers." ITEM 4. PURPOSE OF TRANSACTION This Amendment is being filed to report the sale (the "Private Sales") by CHI of 13,500,000 shares of the Class A Common Stock in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to two stock purchase Amendment No. 6 to Schedule 13D Page 8 of 17 Cox Enterprises, Inc. Cox Communications, Inc. agreements (the "Purchase Agreements"), each dated October 22, 2001, among CHI, CEI and each of the Private Purchasers. Upon satisfaction of the conditions precedent set forth in the Purchase Agreements, the Private Sales were consummated on October 29, 2001. In connection with the Private Sales, the Company entered into two registration rights agreements, each dated October 29, 2001, by and between the Company, CEI and each of the Private Purchasers (collectively, the "Registration Rights Agreements"). Under each Registration Rights Agreement, the Company has agreed to file one or more registration statements under the Securities Act with respect to the shares of Class A Common Stock purchased in the Private Sales, and CEI has agreed to pay customary expenses associated with such registrations. CEI is the holder of (i) all of the outstanding capital stock of CHI, which following the Private Sales, 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 share-for share basis). Therefore, following the Private Sales, 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) 262 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. Amendment No. 6 to Schedule 13D Page 9 of 17 Cox Enterprises, Inc. Cox Communications, Inc. 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 time before the close of business on February 15, 2021, holders of the Exchangeable Notes may 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 may deliver shares of the Class A Common Stock of the Company or cash based on the value of such shares. Additional terms of the Exchangeable Notes are described in Amendment No. 4 to Schedule 13D (filed with the Commission on April 27, 2001). As a result of the Private Sales and assuming the delivery to the holders of the Exchangeable Notes of 7,578,779 shares of Class A Common Stock beneficially owned by CHI, which is the maximum number of shares required to pay and discharge all of the outstanding Exchangeable Notes, CHI would beneficially own 358,828,337 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 would represent approximately 59.8% 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. As a result of the Private Sales and assuming the delivery to the holders of the Exchangeable Notes of 7,578,779 shares of Class A Common Stock, which is the maximum number of shares required to pay and discharge all of the outstanding Exchangeable Notes, CEI would indirectly beneficially own 385,710,189 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 would represent approximately 64.2% of the Class A Common Stock. Until such time, if any, as CEI shall have delivered shares of Class A Common Stock to the holders of the Exchangeable Notes pursuant to the terms of the Fourth Supplemental Indenture, CEI will retain all ownership rights with respect to the shares of Class A Common Stock held by it (including, without limitation, voting rights and rights to receive any dividends or other distributions in respect thereof). Amendment No. 6 to Schedule 13D Page 10 of 17 Cox Enterprises, Inc. Cox Communications, Inc. The foregoing description of the Purchase Agreements, the Registration Agreements and the Fourth Supplemental Indenture is qualified in its entirety by reference to copies of such agreements, which are included herewith as Exhibits 7.01 through 7.05, respectively, and are specifically incorporated herein by reference. 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. 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 572,852,365 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 572,852,365 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. Amendment No. 6 to Schedule 13D Page 11 of 17 Cox Enterprises, Inc. Cox Communications, Inc. 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 78,400 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 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. Other than the Purchase Agreements and the Registration Rights Agreements, the Cox Corporations, Anne Cox Chambers and Barbara Cox Anthony are not a party to any other agreement or arrangement of any kind with the Private Purchasers with respect to the acquisition, holding, voting or disposition of any shares of Class A Common Stock acquired in the Private Sales or any other shares of Class A Common Stock that the Private Purchasers beneficially own, and the Private Purchasers hold full voting and investment power over all such shares and do not share such powers with the Cox Corporations, Anne Cox Chambers and Barbara Cox Anthony. Amendment No. 6 to Schedule 13D Page 12 of 17 Cox Enterprises, Inc. Cox Communications, Inc. 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. 6 to Schedule 13D Page 13 of 17 Cox Enterprises, Inc. Cox Communications, Inc. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 7.01 Purchase Agreement, dated as of October 22, 2001, among Cascade, CHI and CEI. Exhibit 7.02 Purchase Agreement, dated as of October 22, 2001, among the Foundation, CHI and CEI. Exhibit 7.03 Registration Rights Agreement, dated as of October 29, 2001, among Cascade, CEI and the Company (Incorporated by reference to Exhibit 4.1 to the Company's Form 10-Q/A, as filed with the Commission on January 23, 2002). Exhibit 7.04 Registration Rights Agreement, dated as of October 29, 2001, among the Foundation, CEI and the Company (Incorporated by reference to Exhibit 4.2 to the Company's Form 10-Q/A, as filed with the Commission on January 23, 2002). Exhibit 7.05 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 7.06 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. 6 to Schedule 13D Page 14 of 17 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. January 29, 2002 By: /s/ Andrew A. Merdek - ---------------- -------------------------------------- Date Andrew A. Merdek Amendment No. 6 to Schedule 13D Page 15 of 17 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 HOLDINGS, INC. January 29, 2002 By: /s/ Andrew A. Merdek - ---------------- -------------------------------------- Date Andrew A. Merdek Amendment No. 6 to Schedule 13D Page 16 of 17 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 DNS, INC. January 29, 2002 By: /s/ Andrew A. Merdek - ---------------- -------------------------------------- Date Andrew A. Merdek Amendment No. 6 to Schedule 13D Page 17 of 17 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 INVESTMENT COMPANY, INC. January 29, 2002 By: /s/ Andrew A. Merdek - ---------------- -------------------------------------- Date Andrew A. Merdek Amendment No. 6 to Schedule 13D Cox Communications, Inc. 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. 6 to Schedule 13D Cox Communications, Inc. 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
Amendment No. 6 to Schedule 13D Cox Communications, Inc. Carl R. Gross* 5895 Winterhur Ridge Director Retired Vice President Atlanta, GA 30328 and 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
* Director of the Corporation Amendment No. 6 to Schedule 13D Cox Communications, Inc. 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* Director 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 Amendment No. 6 to Schedule 13D Cox Communications, Inc. Schedule III Cox DNS, Inc. Executive Officers and Directors
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. 6 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 EX-7.01 3 g73995aex7-01.txt PURCHASE AGREEMENT DATED OCTOBER 22, 2001 Exhibit 7.01 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 22nd day of October, 2001, by and among Cox Holdings, Inc., a corporation organized under the laws of the State of Delaware ("Seller"), Cox Enterprises, Inc., a corporation organized under the laws of the State of Delaware ("CEI") and Cascade Investment LLC, a limited liability company formed under the laws of the State of Washington ("Buyer"). WHEREAS, Seller is the record and beneficial owner of 8,100,000 shares (the "Shares") of Class A common stock, par value $1.00 per share (the "Class A common stock"), of Cox Communications, Inc., a Delaware corporation (the "Company"); and WHEREAS, Seller wishes to sell and transfer the Shares to Buyer, and Buyer wishes to purchase the Shares from Seller, on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, the parties, intending to be legally bound, hereby agree as follows: 1. Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, Buyer hereby agrees to purchase the Shares from Seller, and Seller hereby agrees to sell the Shares to Buyer, at a purchase price of $37.00 per share, for an aggregate purchase price of $299,700,000.00 (the "Purchase Price"). 2. Closing. Subject to the satisfaction or waiver of the terms and conditions set forth herein, the purchase and sale of the Shares shall take place at the offices of Dow, Lohnes & Albertson, PLLC, 1200 New Hampshire Ave., N.W., Suite 800, Washington, D.C. at 11:00 a.m., Washington, D.C. time, on October 29, 2001, or at such other time and place as Buyer and Seller mutually agree (which time and place are designated herein as the "Closing" and the date thereof as the "Closing Date"). At the Closing, Seller shall deliver stock certificates representing the Shares to Buyer, and Buyer shall pay the Purchase Price to Seller by wire transfer of immediately available federal funds to such account as Seller may designate in writing to Buyer prior to the Closing. 3. Representations and Warranties. a) Buyer's Representations and Warranties. Buyer represents and warrants to, and covenants with, Seller as follows: i) Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Washington. ii) Authority. Buyer has the requisite limited liability company power and authority, and has taken all necessary limited liability company action, required for the due authorization, execution, delivery and performance by it of this Agreement and all other documents and instruments contemplated by this Agreement, and to consummate the transactions contemplated hereby. This Agreement, and all documents and instruments contemplated by this Agreement, have been duly and validly executed and delivered by Buyer, and constitute valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the rights of creditors or by general equitable principles. iii) Consents. The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the obligations and transactions contemplated hereby do not require any consent of, authorization by, filing with, or notice to, any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal exercising executive, legislative, judicial, regulatory or administrative functions pertaining to government, or any other individual, corporation, partnership, joint venture, limited liability company, limited partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity. iv) No Conflict With Other Agreements. The execution, delivery and performance of this Agreement and any other related documents and instruments contemplated herein, and the consummation of the transactions contemplated hereby, by Buyer will not (a) conflict with or result in a breach of any provision of Buyer's certificate of formation, limited liability company agreement or other organizational documents, (b) conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any material agreement, lease, mortgage, license, indenture or other contract to which Buyer is a party or by which any of its properties or assets are bound or (c) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state laws and regulations) applicable to Buyer or by which any of its properties or assets are bound or affected, except in the case of clauses (b) or (c), where such conflicts or violations would not prevent or materially delay its ability to consummate the transactions contemplated herein. v) Restrictions on Resale of the Shares. Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state and, accordingly, the Shares may not be reoffered, resold or otherwise pledged, hypothecated or transferred except (x) pursuant to an effective registration statement under the Securities Act and applicable state securities law or (y) pursuant to an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. vi) Accredited Investor. Buyer is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act and is purchasing the Shares for its own account and not for or on behalf of any other person or entity, and Buyer's purchase of the Shares is not with a view to any public resale or distribution thereof that would require registration under the Securities Act. -2- vii) Investor Qualifications. Buyer can bear the economic risk of its investment in the Shares and has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Shares. viii) Legend on Stock Certificates. Buyer understands that the certificates representing the Shares shall bear the legend set forth on Exhibit A hereto. ix) No Brokers. No person acting on behalf of, or under the authority of, Buyer is or will be entitled to any broker's or finder's fee or commission in connection with the transactions contemplated by this Agreement. b) Seller's and CEI's Representations and Warranties. Seller and CEI represent and warrant to, and covenant with, Buyer as follows: i) Organization. Each of Seller and CEI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is a wholly-owned subsidiary of CEI. ii) Authority. Each of Seller and CEI has the requisite corporate power and authority, and has taken all necessary corporate action, required for the due authorization, execution, delivery and performance by it of this Agreement and all other documents and instruments contemplated by this Agreement, and to consummate the transactions contemplated hereby. This Agreement, and all documents and instruments contemplated by this Agreement, have been duly and validly executed and delivered by Seller and CEI, and constitute the valid and binding obligations of Seller and CEI, enforceable against Seller and CEI in accordance with their respective terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the rights of creditors or by general equitable principles. iii) Shares. Seller owns and has valid, marketable and unencumbered title to the Shares, free and clear of any security interest, mortgage, pledge, lien, charge, restriction (including any restriction on transfer, other than restrictions on transfer under the federal securities laws) or encumbrance of any nature whatsoever (collectively, "Liens"). Except for this Agreement, neither Seller nor CEI is a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any of the Shares. Upon delivery by Seller of the Shares to Buyer at the Closing, valid, marketable and unencumbered title to the Shares, free and clear of any Lien, will pass to Buyer. The Shares have been duly authorized, validly issued and are fully paid and nonassessable. iv) Outstanding Common Stock; Repurchases. As of September 30, 2001, the Company had 572,852,365 shares of its Class A common stock outstanding and since September 30, 2001, the Company has not engaged in any repurchases of shares of its Class A common stock. v) Listing. The Shares have been listed and admitted to trading on the New York Stock Exchange. -3- vi) Consents. The execution, delivery and performance of this Agreement by Seller and CEI and the consummation by Seller and CEI of the obligations and transactions contemplated hereby do not require any consent of, authorization by, exemption from, filing with, or notice to, any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal exercising executive, legislative, judicial, regulatory or administrative functions pertaining to government, any stock exchange or any other individual, corporation, partnership, joint venture, limited liability company, limited partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, except for such reports with respect to this transaction as may be required to be filed by Seller and CEI with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. vii) No Conflict With Other Agreements. The execution, delivery and performance of this Agreement and any other related documents and instruments contemplated herein, and the consummation of the transactions contemplated hereby, by Seller and CEI will not (a) conflict with or result in a breach of any provision of Seller's or CEI's certificate of incorporation or bylaws, (b) conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any material agreement, lease, mortgage, license, indenture or other contract to which Seller or CEI is a party or by which any of their respective properties or assets are bound or (c) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state laws and regulations) applicable to Seller or CEI or by which any of their respective properties or assets are bound or affected, except in the case of clauses (b) or (c), where such conflicts or violations would not prevent or materially delay its ability to consummate the transactions contemplated herein. viii) SEC Reports. To the best knowledge of Seller and CEI, the registration statements, reports and other documents filed by the Company with the SEC during the twelve month period preceding the date of this Agreement (the "SEC Reports") have been duly and timely filed, were in substantial compliance with the requirements of their respective forms when filed, were complete and correct in all material respects as of the dates at which the information was furnished, and contained (as of such dates) no untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. To the best knowledge of Seller and CEI, since June 30, 2001, there has been no change in the financial condition, results of operations, business or properties of the Company that, individually or in the aggregate, has had, or could be reasonably expected to have, a material adverse effect on the Company and its subsidiaries, taken as a whole. ix) No Brokers. No person acting on behalf of, or under the authority of, Seller, CEI or the Company is or will be entitled to any broker's or finder's fee or commission in connection with the transactions contemplated by this Agreement. -4- x) No Transfer Taxes. There will not be any stock transfer taxes due or payable in connection with the transactions contemplated by this Agreement. c) Survival of Representations and Warranties. All representations, warranties and covenants made by Buyer, Seller and CEI hereunder shall survive the Closing. 4. Conditions Precedent to Obligation of Buyer. The obligation of Buyer to acquire the Shares is subject to the satisfaction or the waiver by Buyer of the following conditions prior to, or contemporaneously with, the Closing, unless otherwise indicated: a) The representations and warranties made by Seller and CEI in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date. b) Seller shall have delivered the Shares in accordance with Section 2 hereof. c) The Company shall have executed and delivered to Buyer a registration rights agreement substantially in the form set forth as Exhibit B hereto. d) Seller shall have caused to be delivered to Buyer a legal opinion of Dow, Lohnes & Albertson, PLLC substantially in the form attached as Exhibit C hereto. 5. Conditions Precedent to Obligations of Seller. The obligation of Seller to sell the Shares is subject to the satisfaction or the waiver by Seller of the following conditions prior to, or contemporaneously with, the Closing, unless otherwise indicated: a) The representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date. b) Buyer shall have paid the Purchase Price in accordance with Section 2 hereof. 6. Confidentiality. No party may disclose to any person any of the terms, conditions or other facts respecting the transactions contemplated by this Agreement without the prior consent of the other party, except as required by applicable law. 7. Governing Law; Severability. This Agreement and all disputes hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and enforceable. 8. Parties in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. -5- 9. Effect and Construction of this Agreement. This Agreement embodies the entire agreement and understanding of the parties and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. No amendment, no waiver of compliance with any provision hereof, and no consent provided herein shall be effective unless evidenced by an instrument in writing, signed by the parties hereto. 10. Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission against facsimile confirmation or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to the parties at the following addresses or facsimile numbers: (i) If to Seller: Cox Holdings, Inc. 3993 Howard Hughes Parkway, Suite 250 Las Vegas, NV 89109 Facsimile No.: 702-866-2244 Attn: Richard F. Klumpp, Assistant Secretary with a copy to: Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W., Suite 800 Washington, D.C. 20036-6802 Facsimile No.: 202-776-2222 Attn: Stuart A. Sheldon (ii) If to CEI: Cox Enterprises, Inc. 1400 Lake Hearn Drive Atlanta, Georgia 30319 Facsimile No.: 404-843-5142 Attn: Richard J. Jacobson, Treasurer with a copy to: Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W., Suite 800 Washington, D.C. 20036-6802 Facsimile No.: 202-776-2222 Attn: Stuart A. Sheldon -6- (iii) If to Buyer, to: Cascade Investment LLC 2365 Carillon Point Kirkland, WA 98033 Facsimile No.: 425-893-8758 Attn: Michael Larson with a copy to: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Facsimile No.: 212-558-3588 Attn: John P. Mead All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto (provided that any such notice shall be deemed given only upon receipt). 11. Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement. 12. Assignment. No party may assign any right or obligation hereunder without the prior written consent of the other party hereto; provided that Buyer may assign its rights hereunder in whole or in part to William Gates, Melinda Gates, or any person who is related to either of them by reason of being his or her ancestor or descendent (natural or adopted), any entity (whether a corporation, partnership, limited liability company, trust or other organization of any kind) a majority of the equity interests in which are held by any of the foregoing persons and any person who is a trustee for, or is acting on behalf of, any of such persons. 13. Expenses. Each party to this Agreement shall bear its own fees and expenses in connection with the sale of the Shares and the negotiation, execution and delivery of this Agreement. -7- 14. Name, Captions. The name assigned this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. 15. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same agreement. [END OF PAGE. SIGNATURES FOLLOW.] -8- IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the date first set forth above. SELLER: COX HOLDINGS, INC. By: /s/ Richard J. Jacobson -------------------------------------- Name: Richard J. Jacobson Title: Treasurer COX ENTERPRISES, INC. By: /s/ Richard J. Jacobson -------------------------------------- Name: Richard J. Jacobson Title: Treasurer BUYER: CASCADE INVESTMENT LLC By: /s/ Michael Larson -------------------------------------- Name: Michael Larson Title: Business Manager EXHIBIT A CERTIFICATE LEGEND THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT (OR AN APPLICABLE EXEMPTION THEREFROM) OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. A-1 EXHIBIT B REGISTRATION RIGHTS AGREEMENT [Contained in Exhibit 7.03.] B-1 EXHIBIT C FORM OF LEGAL OPINION (1) Each of Seller and CEI is a corporation validly existing and in good standing under the laws of the State of Delaware. (2) Seller has the requisite corporate power and authority, and has taken all necessary corporate action, required for the due authorization, execution, delivery and performance by it of the Purchase Agreement and to consummate the transactions contemplated thereby. The Purchase Agreement has been duly and validly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the rights of creditors or by general equitable principles. (3) CEI has the requisite corporate power and authority, and has taken all necessary corporate action, required for the due authorization, execution, delivery and performance by it of the Purchase Agreement and the Registration Rights Agreement and to consummate the transactions contemplated thereby. The Purchase Agreement and the Registration Rights Agreement have been duly and validly executed and delivered by CEI and constitute the valid and binding obligations of CEI, enforceable against CEI in accordance with their respective terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the rights of creditors or by general equitable principles. (4) Assuming that the text of Article 8 of the Uniform Commercial Code ("UCC") as adopted in all relevant jurisdictions is identical in all relevant respects to the text of Article 8 of the UCC as adopted in the District of Columbia and the State of Georgia, and assuming that you give value (as that term is defined in Section 1-201 of the UCC) for the Shares pursuant to the terms of the Purchase Agreement, that you have control (as that term is defined in Section 8-106 of the UCC) of certificates for the Shares and that you do not have notice (as that term is defined in Section 1-201 and Section 8-105 of the UCC) of any adverse claim (as that term is defined in Section 8-102(a)(1) of the UCC), you will acquire the Shares free of any such adverse claim. Except for the Purchase Agreement, to our knowledge, neither Seller nor CEI is a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any of the Shares. The Shares have been duly authorized, validly issued and are fully paid and nonassessable. (5) The execution, delivery and performance of the Purchase Agreement by Seller and the consummation by Seller of the obligations and transactions contemplated thereby do not require under Applicable Law any consent of, authorization by, exemption from, filing with, or notice to, any federal, Georgia or District of Columbia government, department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any federal, Georgia or District of Columbia court, judicial, administrative or arbitral body or public or private tribunal exercising executive, legislative, judicial, regulatory or administrative functions pertaining to government, except for such reports as may be required to be filed by Seller with respect to the transaction contemplated by the Purchase Agreement with the Securities and Exchange C-1 Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder. (6) The execution, delivery and performance of the Purchase Agreement and the Registration Rights Agreement by CEI and the consummation by CEI of the obligations and transactions contemplated by the Purchase Agreement do not require under Applicable Law any consent of, authorization by, exemption from, filing with, or notice to, any federal, Georgia or District of Columbia government, department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any federal, Georgia or District of Columbia court, judicial, administrative or arbitral body or public or private tribunal exercising executive, legislative, judicial, regulatory or administrative functions pertaining to government, except for such reports as may be required to be filed by CEI with respect to the transaction contemplated by the Purchase Agreement with the SEC under Exchange Act, and the rules and regulations of the SEC promulgated thereunder and, with respect to the Registration Rights Agreement, such documents or instruments required to be filed with the SEC, the National Association of Securities Dealers, Inc. or with state securities regulators in connection with registrations contemplated thereby. (7) The execution, delivery and performance of the Purchase Agreement and any other related documents and instruments contemplated therein and the consummation of the transactions contemplated thereunder by Seller will not (a) conflict with or result in a breach of any provision of Seller's certificate of incorporation or bylaws, (b) conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, or require any consent under any Identified Agreement or (c) result in a violation of any Applicable Law applicable to Seller or by which any of its properties or assets are bound or affected, except in the case of clauses (b) or (c), where such conflicts or violations would not prevent or materially delay its ability to consummate the transactions contemplated therein. (8) The execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement and any other related documents and instruments contemplated by the Purchase Agreement, and the consummation of the transactions contemplated by the Purchase Agreement by CEI will not (a) conflict with or result in a breach of any provision of CEI's certificate of incorporation or bylaws, (b) conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, or required any consent under any Identified Agreement or (c) result in a violation of any Applicable Law applicable to CEI or by which any of its properties or assets are bound or affected, except in the case of clauses (b) or (c), where such conflicts or violations would not prevent or materially delay its ability to consummate the transactions contemplated therein. (9) CCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. C-2 (10) CCI has the requisite corporate power and authority, and has taken all necessary corporate action, required for the due authorization, execution, delivery and performance by it of the Registration Rights Agreement and to consummate the transactions contemplated thereby. The Registration Rights Agreement has been duly and validly executed and delivered by CCI and constitutes the valid and binding obligation of CCI, enforceable against CCI in accordance with its terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the rights of creditors or by general equitable principles. (11) The execution, delivery and performance of the Registration Rights Agreement by CCI and the consummation by CCI of the obligations and transactions contemplated thereby do not require under Applicable Law any consent of, authorization by, exemption from, filing with, or notice to, any federal, Georgia or District of Columbia government, department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any federal, Georgia or District of Columbia court, judicial, administrative or arbitral body or public or private tribunal exercising executive, legislative, judicial, regulatory or administrative functions pertaining to government, except for such documents or instruments required to be filed with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or with state securities regulators in connection with registrations contemplated by the Registration Rights Agreement. (12) The execution, delivery and performance of the Registration Rights Agreement by CCI will not (a) conflict with or result in a breach of any provision of CCI's certificate of incorporation or bylaws, (b) conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, or require any consent under, any Identified Agreement or (c) result in a violation of any Applicable Law applicable to CCI or by which any of its properties or assets are bound or affected, except in the case of clauses (b) or (c), where such conflicts or violations would not prevent or materially delay its ability to consummate the transactions contemplated therein. C-3 EX-7.02 4 g73995aex7-02.txt PURCHASE AGREEMENT DATED OCTOBER 22, 2001 Exhibit 7.02 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 22nd day of October, 2001, by and among Cox Holdings, Inc., a corporation organized under the laws of the State of Delaware ("Seller"), Cox Enterprises, Inc., a corporation organized under the laws of the State of Delaware ("CEI") and Bill & Melinda Gates Foundation, a philanthropic trust organized under the laws of the State of Washington ("Buyer"). WHEREAS, Seller is the record and beneficial owner of 5,400,000 shares (the "Shares") of Class A common stock, par value $1.00 per share (the "Class A common stock"), of Cox Communications, Inc., a Delaware corporation (the "Company"); and WHEREAS, Seller wishes to sell and transfer the Shares to Buyer, and Buyer wishes to purchase the Shares from Seller, on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, the parties, intending to be legally bound, hereby agree as follows: 1. Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, Buyer hereby agrees to purchase the Shares from Seller, and Seller hereby agrees to sell the Shares to Buyer, at a purchase price of $37.00 per share, for an aggregate purchase price of $199,800,000.00 (the "Purchase Price"). 2. Closing. Subject to the satisfaction or waiver of the terms and conditions set forth herein, the purchase and sale of the Shares shall take place at the offices of Dow, Lohnes & Albertson, PLLC, 1200 New Hampshire Ave., N.W., Suite 800, Washington, D.C. at 11:00 a.m., Washington, D.C. time, on October 29, 2001, or at such other time and place as Buyer and Seller mutually agree (which time and place are designated herein as the "Closing" and the date thereof as the "Closing Date"). At the Closing, Seller shall deliver stock certificates representing the Shares to Buyer, and Buyer shall pay the Purchase Price to Seller by wire transfer of immediately available federal funds to such account as Seller may designate in writing to Buyer prior to the Closing. 3. Representations and Warranties. a) Buyer's Representations and Warranties. Buyer represents and warrants to, and covenants with, Seller as follows: i) Organization. Buyer is a philanthropic trust duly organized and validly existing under the laws of the State of Washington and acting in accordance with the Washington Charitable Trust Act. ii) Authority. Buyer has the requisite trust power and authority, and has taken all necessary trust action, required for the due authorization, execution, delivery and performance by it of this Agreement and all other documents and instruments contemplated by this Agreement, and to consummate the transactions contemplated hereby. This Agreement, and all documents and instruments contemplated by this Agreement, have been duly and validly executed and delivered by Buyer, and constitute valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the rights of creditors or by general equitable principles. iii) Consents. The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the obligations and transactions contemplated hereby do not require any consent of, authorization by, filing with, or notice to, any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal exercising executive, legislative, judicial, regulatory or administrative functions pertaining to government, or any other individual, corporation, partnership, joint venture, limited liability company, limited partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity. iv) No Conflict With Other Agreements. The execution, delivery and performance of this Agreement and any other related documents and instruments contemplated herein, and the consummation of the transactions contemplated hereby, by Buyer will not (a) conflict with or result in a breach of any provision of Buyer's trust agreement or other organizational documents, (b) conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any material agreement, lease, mortgage, license, indenture or other contract to which Buyer is a party or by which any of its properties or assets are bound or (c) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state laws and regulations) applicable to Buyer or by which any of its properties or assets are bound or affected, except in the case of clauses (b) or (c), where such conflicts or violations would not prevent or materially delay its ability to consummate the transactions contemplated herein. v) Restrictions on Resale of the Shares. Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state and, accordingly, the Shares may not be reoffered, resold or otherwise pledged, hypothecated or transferred except (x) pursuant to an effective registration statement under the Securities Act and applicable state securities law or (y) pursuant to an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. vi) Accredited Investor. Buyer is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act and is purchasing the Shares for its own account and not for or on behalf of any other person or entity, and Buyer's purchase of the Shares is not with a view to any public resale or distribution thereof that would require registration under the Securities Act. -2- vii) Investor Qualifications. Buyer can bear the economic risk of its investment in the Shares and has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Shares. viii) Legend on Stock Certificates. Buyer understands that the certificates representing the Shares shall bear the legend set forth on Exhibit A hereto. ix) No Brokers. No person acting on behalf of, or under the authority of, Buyer is or will be entitled to any broker's or finder's fee or commission in connection with the transactions contemplated by this Agreement. b) Seller's and CEI's Representations and Warranties. Seller and CEI represent and warrant to, and covenant with, Buyer as follows: i) Organization. Each of Seller and CEI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is a wholly-owned subsidiary of CEI. ii) Authority. Each of Seller and CEI has the requisite corporate power and authority, and has taken all necessary corporate action, required for the due authorization, execution, delivery and performance by it of this Agreement and all other documents and instruments contemplated by this Agreement, and to consummate the transactions contemplated hereby. This Agreement, and all documents and instruments contemplated by this Agreement, have been duly and validly executed and delivered by Seller and CEI, and constitute the valid and binding obligations of Seller and CEI, enforceable against Seller and CEI in accordance with their respective terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the rights of creditors or by general equitable principles. iii) Shares. Seller owns and has valid, marketable and unencumbered title to the Shares, free and clear of any security interest, mortgage, pledge, lien, charge, restriction (including any restriction on transfer, other than restrictions on transfer under the federal securities laws) or encumbrance of any nature whatsoever (collectively, "Liens"). Except for this Agreement, neither Seller nor CEI is a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any of the Shares. Upon delivery by Seller of the Shares to Buyer at the Closing, valid, marketable and unencumbered title to the Shares, free and clear of any Lien, will pass to Buyer. The Shares have been duly authorized, validly issued and are fully paid and nonassessable. iv) Outstanding Common Stock; Repurchases. As of September 30, 2001, the Company had 572,852,365 shares of its Class A common stock outstanding and since September 30, 2001, the Company has not engaged in any repurchases of shares of its Class A common stock. v) Listing. The Shares have been listed and admitted to trading on the New York Stock Exchange. -3- vi) Consents. The execution, delivery and performance of this Agreement by Seller and CEI and the consummation by Seller and CEI of the obligations and transactions contemplated hereby do not require any consent of, authorization by, exemption from, filing with, or notice to, any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal exercising executive, legislative, judicial, regulatory or administrative functions pertaining to government, any stock exchange or any other individual, corporation, partnership, joint venture, limited liability company, limited partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, except for such reports with respect to this transaction as may be required to be filed by Seller and CEI with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. vii) No Conflict With Other Agreements. The execution, delivery and performance of this Agreement and any other related documents and instruments contemplated herein, and the consummation of the transactions contemplated hereby, by Seller and CEI will not (a) conflict with or result in a breach of any provision of Seller's or CEI's certificate of incorporation or bylaws, (b) conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any material agreement, lease, mortgage, license, indenture or other contract to which Seller or CEI is a party or by which any of their respective properties or assets are bound or (c) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state laws and regulations) applicable to Seller or CEI or by which any of their respective properties or assets are bound or affected, except in the case of clauses (b) or (c), where such conflicts or violations would not prevent or materially delay its ability to consummate the transactions contemplated herein. viii) SEC Reports. To the best knowledge of Seller and CEI, the registration statements, reports and other documents filed by the Company with the SEC during the twelve month period preceding the date of this Agreement (the "SEC Reports") have been duly and timely filed, were in substantial compliance with the requirements of their respective forms when filed, were complete and correct in all material respects as of the dates at which the information was furnished, and contained (as of such dates) no untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. To the best knowledge of Seller and CEI, since June 30, 2001, there has been no change in the financial condition, results of operations, business or properties of the Company that, individually or in the aggregate, has had, or could be reasonably expected to have, a material adverse effect on the Company and its subsidiaries, taken as a whole. ix) No Brokers. No person acting on behalf of, or under the authority of, Seller, CEI or the Company is or will be entitled to any broker's or finder's fee or commission in connection with the transactions contemplated by this Agreement. -4- x) No Transfer Taxes. There will not be any stock transfer taxes due or payable in connection with the transactions contemplated by this Agreement. c) Survival of Representations and Warranties. All representations, warranties and covenants made by Buyer, Seller and CEI hereunder shall survive the Closing. 4. Conditions Precedent to Obligation of Buyer. The obligation of Buyer to acquire the Shares is subject to the satisfaction or the waiver by Buyer of the following conditions prior to, or contemporaneously with, the Closing, unless otherwise indicated: a) The representations and warranties made by Seller and CEI in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date. b) Seller shall have delivered the Shares in accordance with Section 2 hereof. c) The Company shall have executed and delivered to Buyer a registration rights agreement substantially in the form set forth as Exhibit B hereto. d) Seller shall have caused to be delivered to Buyer a legal opinion of Dow, Lohnes & Albertson, PLLC substantially in the form attached as Exhibit C hereto. 5. Conditions Precedent to Obligations of Seller. The obligation of Seller to sell the Shares is subject to the satisfaction or the waiver by Seller of the following conditions prior to, or contemporaneously with, the Closing, unless otherwise indicated: a) The representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date. b) Buyer shall have paid the Purchase Price in accordance with Section 2 hereof. 6. Confidentiality. No party may disclose to any person any of the terms, conditions or other facts respecting the transactions contemplated by this Agreement without the prior consent of the other party, except as required by applicable law. 7. Governing Law; Severability. This Agreement and all disputes hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and enforceable. 8. Parties in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. -5- 9. Effect and Construction of this Agreement. This Agreement embodies the entire agreement and understanding of the parties and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. No amendment, no waiver of compliance with any provision hereof, and no consent provided herein shall be effective unless evidenced by an instrument in writing, signed by the parties hereto. 10. Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission against facsimile confirmation or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to the parties at the following addresses or facsimile numbers: (i) If to Seller: Cox Holdings, Inc. 3993 Howard Hughes Parkway, Suite 250 Las Vegas, NV 89109 Facsimile No.: 702-866-2244 Attn: Richard F. Klumpp, Assistant Secretary with a copy to: Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W., Suite 800 Washington, D.C. 20036-6802 Facsimile No.: 202-776-2222 Attn: Stuart A. Sheldon (ii) If to CEI: Cox Enterprises, Inc. 1400 Lake Hearn Drive Atlanta, Georgia 30319 Facsimile No.: 404-843-5142 Attn: Richard J. Jacobson, Treasurer with a copy to: Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W., Suite 800 Washington, D.C. 20036-6802 Facsimile No.: 202-776-2222 Attn: Stuart A. Sheldon -6- (iii) If to Buyer, to: Bill & Melinda Gates Foundation 2365 Carillon Point Kirkland, WA 98033 Facsimile No.: 425-893-8758 Attn: Michael Larson with a copy to: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Facsimile No.: 212-558-3588 Attn: John P. Mead All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto (provided that any such notice shall be deemed given only upon receipt). 11. Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement. 12. Assignment. No party may assign any right or obligation hereunder without the prior written consent of the other party hereto. 13. Expenses. Each party to this Agreement shall bear its own fees and expenses in connection with the sale of the Shares and the negotiation, execution and delivery of this Agreement. 14. Name, Captions. The name assigned this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. 15. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same agreement. -7- [END OF PAGE. SIGNATURES FOLLOW.] -8- IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the date first set forth above. SELLER: COX HOLDINGS, INC. By: /s/ Richard J. Jacobson -------------------------------------- Name: Richard J. Jacobson Title: Treasurer COX ENTERPRISES, INC. By: /s/ Richard J. Jacobson -------------------------------------- Name: Richard J. Jacobson Title: Treasurer BUYER: BILL & MELINDA GATES FOUNDATION By: /s/ Michael Larson -------------------------------------- Name: Michael Larson Title: Authorized Signatory EXHIBIT A CERTIFICATE LEGEND THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT (OR AN APPLICABLE EXEMPTION THEREFROM) OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. A-1 EXHIBIT B REGISTRATION RIGHTS AGREEMENT [Contained in Exhibit 7.04.] B-1 EXHIBIT C FORM OF LEGAL OPINIONS (1) Each of Seller and CEI is a corporation validly existing and in good standing under the laws of the State of Delaware. (2) Seller has the requisite corporate power and authority, and has taken all necessary corporate action, required for the due authorization, execution, delivery and performance by it of the Purchase Agreement and to consummate the transactions contemplated thereby. The Purchase Agreement has been duly and validly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the rights of creditors or by general equitable principles. (3) CEI has the requisite corporate power and authority, and has taken all necessary corporate action, required for the due authorization, execution, delivery and performance by it of the Purchase Agreement and the Registration Rights Agreement and to consummate the transactions contemplated thereby. The Purchase Agreement and the Registration Rights Agreement have been duly and validly executed and delivered by CEI and constitute the valid and binding obligations of CEI, enforceable against CEI in accordance with their respective terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the rights of creditors or by general equitable principles. (4) Assuming that the text of Article 8 of the Uniform Commercial Code ("UCC") as adopted in all relevant jurisdictions is identical in all relevant respects to the text of Article 8 of the UCC as adopted in the District of Columbia and the State of Georgia, and assuming that you give value (as that term is defined in Section 1-201 of the UCC) for the Shares pursuant to the terms of the Purchase Agreement, that you have control (as that term is defined in Section 8-106 of the UCC) of certificates for the Shares and that you do not have notice (as that term is defined in Section 1-201 and Section 8-105 of the UCC) of any adverse claim (as that term is defined in Section 8-102(a)(1) of the UCC), you will acquire the Shares free of any such adverse claim. Except for the Purchase Agreement, to our knowledge, neither Seller nor CEI is a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any of the Shares. The Shares have been duly authorized, validly issued and are fully paid and nonassessable. (5) The execution, delivery and performance of the Purchase Agreement by Seller and the consummation by Seller of the obligations and transactions contemplated thereby do not require under Applicable Law any consent of, authorization by, exemption from, filing with, or notice to, any federal, Georgia or District of Columbia government, department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any federal, Georgia or District of Columbia court, judicial, administrative or arbitral body or public or private tribunal exercising executive, legislative, judicial, regulatory or administrative functions pertaining to government, except for such reports as may be required to be filed by Seller with respect to the transaction contemplated by the Purchase Agreement with the Securities and Exchange C-1 Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder. (6) The execution, delivery and performance of the Purchase Agreement and the Registration Rights Agreement by CEI and the consummation by CEI of the obligations and transactions contemplated by the Purchase Agreement do not require under Applicable Law any consent of, authorization by, exemption from, filing with, or notice to, any federal, Georgia or District of Columbia government, department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any federal, Georgia or District of Columbia court, judicial, administrative or arbitral body or public or private tribunal exercising executive, legislative, judicial, regulatory or administrative functions pertaining to government, except for such reports as may be required to be filed by CEI with respect to the transaction contemplated by the Purchase Agreement with the SEC under Exchange Act, and the rules and regulations of the SEC promulgated thereunder and, with respect to the Registration Rights Agreement, such documents or instruments required to be filed with the SEC, the National Association of Securities Dealers, Inc. or with state securities regulators in connection with registrations contemplated thereby. (7) The execution, delivery and performance of the Purchase Agreement and any other related documents and instruments contemplated therein and the consummation of the transactions contemplated thereunder by Seller will not (a) conflict with or result in a breach of any provision of Seller's certificate of incorporation or bylaws, (b) conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, or require any consent under any Identified Agreement or (c) result in a violation of any Applicable Law applicable to Seller or by which any of its properties or assets are bound or affected, except in the case of clauses (b) or (c), where such conflicts or violations would not prevent or materially delay its ability to consummate the transactions contemplated therein. (8) The execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement and any other related documents and instruments contemplated by the Purchase Agreement, and the consummation of the transactions contemplated by the Purchase Agreement by CEI will not (a) conflict with or result in a breach of any provision of CEI's certificate of incorporation or bylaws, (b) conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, or required any consent under any Identified Agreement or (c) result in a violation of any Applicable Law applicable to CEI or by which any of its properties or assets are bound or affected, except in the case of clauses (b) or (c), where such conflicts or violations would not prevent or materially delay its ability to consummate the transactions contemplated therein. (9) CCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. C-2 (10) CCI has the requisite corporate power and authority, and has taken all necessary corporate action, required for the due authorization, execution, delivery and performance by it of the Registration Rights Agreement and to consummate the transactions contemplated thereby. The Registration Rights Agreement has been duly and validly executed and delivered by CCI and constitutes the valid and binding obligation of CCI, enforceable against CCI in accordance with its terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the rights of creditors or by general equitable principles. (11) The execution, delivery and performance of the Registration Rights Agreement by CCI and the consummation by CCI of the obligations and transactions contemplated thereby do not require under Applicable Law any consent of, authorization by, exemption from, filing with, or notice to, any federal, Georgia or District of Columbia government, department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any federal, Georgia or District of Columbia court, judicial, administrative or arbitral body or public or private tribunal exercising executive, legislative, judicial, regulatory or administrative functions pertaining to government, except for such documents or instruments required to be filed with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or with state securities regulators in connection with registrations contemplated by the Registration Rights Agreement. (12) The execution, delivery and performance of the Registration Rights Agreement by CCI will not (a) conflict with or result in a breach of any provision of CCI's certificate of incorporation or bylaws, (b) conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, or require any consent under, any Identified Agreement or (c) result in a violation of any Applicable Law applicable to CCI or by which any of its properties or assets are bound or affected, except in the case of clauses (b) or (c), where such conflicts or violations would not prevent or materially delay its ability to consummate the transactions contemplated therein. C-3 -----END PRIVACY-ENHANCED MESSAGE-----