-----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, KJ8AjkHC7kMCxESvjv3H4j7Tz6+E8LWardNvYYuSDFmdLQ2JOHxCN4In2mbUZAYS mRnuBKTLrunoM5k30V3NzQ== 0001010192-98-000059.txt : 19980929 0001010192-98-000059.hdr.sgml : 19980929 ACCESSION NUMBER: 0001010192-98-000059 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980928 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS DIRECT INC CENTRAL INDEX KEY: 0001056326 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 223449666 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53981 FILM NUMBER: 98716336 BUSINESS ADDRESS: STREET 1: GENESIS DIRECT INC STREET 2: 100 PLAZA DRIVE CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2108672800 MAIL ADDRESS: STREET 1: GENESIS DIRECT INC STREET 2: 100 PLAZA DRIVE CITY: SECAUCUS STATE: NJ ZIP: 07094 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 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 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GENESIS DIRECT, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 371935-10-7 (CUSIP Number) Andrew A. Merdek, Esq. Cox Enterprises, Inc. 1400 Lake Hearn Drive, N.E. Atlanta, Georgia 30319 (404) 843-5564 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 14, 1998 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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). SCHEDULE 13D CUSIP No. 371935-10-7 Page 2 of 20 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cox Gifts, Inc. f/k/a Carol Wright Gifts Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (See Item 3) - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 3,400,000; See Items 3-5 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,400,000; See Items 3-5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,400,000; See Items 3-5 - -------------------------------------------------------------------------------- 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) 10.3%; See Items 3-5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP No. 371935-10-7 Page 3 of 20 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cox Target Media, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (See Item 3) - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 3,400,000; See Items 3-5 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,400,000; See Items 3-5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,400,000; See Items 3-5 - -------------------------------------------------------------------------------- 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) 10.3%; See Items 3-5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP No. 371935-10-7 Page 4 of 20 - -------------------------------------------------------------------------------- 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* OO (See Item 3) - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 3,400,000; See Items 3-5 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,400,000; See Items 3-5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,400,000; See Items 3-5 - -------------------------------------------------------------------------------- 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) 10.3%; See Items 3-5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP No. 371935-10-7 Page 5 of 20 - -------------------------------------------------------------------------------- 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* OO (See Item 3) - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 3,400,000; See Items 3-5 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 3,400,000; See Items 3-5 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,400,000; See Items 3-5 - -------------------------------------------------------------------------------- 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) 10.3%; See Items 3-5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP No. 371935-10-7 Page 6 of 20 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barbara Cox Anthony - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (See Item 3) - -------------------------------------------------------------------------------- 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 U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 3,400,000; See Items 3-5 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,400,000; See Items 3-5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,400,000; See Items 3-5 - -------------------------------------------------------------------------------- 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) 10.3%; See Items 3-5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (Trustee, See Item 2) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP No. 371935-10-7 Page 7 of 20 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anne Cox Chambers - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (See Item 3) - -------------------------------------------------------------------------------- 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 U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 3,400,000; See Items 3-5 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,400,000; See Items 3-5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,400,000; See Items 3-5 - -------------------------------------------------------------------------------- 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) 10.3%; See Items 3-5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (Trustee, Dee Item 2) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION INTRODUCTION This Report on Schedule 13D (this "Report") relates to the acquisition of direct or indirect ownership of (i) an aggregate of 2,400,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Genesis Direct Inc., a Delaware corporation (the "Issuer" or the "Company"), pursuant to an Asset Purchase Agreement, dated as of August 5, 1998, as amended and attached hereto as Exhibits 10.1 and 10.2 (as amended, the "Asset Purchase Agreement"), among, inter alia, Carol Wright Gifts, Inc., n/k/a Cox Gifts, Inc., a Delaware corporation ("CGI"), Cox Target Media, Inc., a Delaware corporation and parent of CGI ("CTM"), and Genesis Direct Forty-Three, LLC, a Delaware limited liability company all of the membership interests of which are owned, directly or indirectly, by the Issuer ("Buyer"), and (ii) a convertible note, dated September 14, 1998 (the "Note" and collectively, with the Common Stock, the "Securities"), convertible into an aggregate of 1,000,000 shares of Issuer's Common Stock, by CGI, CTM, Cox Investment Company, Inc. ("CIC"), Cox Enterprises, Inc. ("CEI" and collectively with CGI, CTM and CIC, the "Cox Entities"), Barbara Cox Anthony ("Mrs. Anthony"), and Anne Cox Chambers ("Mrs. Chambers," and collectively with Mrs. Anthony and the Cox Entities, the "Reporting Persons"). The summary descriptions contained in this Report of certain agreements and documents are qualified in their entirety by reference to the complete texts of such agreements and documents filed as Exhibits hereto and incorporated herein by reference. ITEM 1. Security and Issuer. (a) Common Stock (CUSIP No. 371935-10-7) (b) Genesis Direct, Inc. 100 Plaza Drive Secaucus, NJ 07094 ITEM 2. Identity and Background. This Report is being filed jointly by the Reporting Persons. All of the Cox Entities are incorporated in the State of Delaware. The Cox Entities are principally involved in newspaper publishing, broadband communications including cable television, television and radio broadcasting, and automobile auctions. The principal office and business address of the Cox Entities is 1400 Lake Hearn Drive, N.E., Atlanta, Georgia 30319. Mrs. Chambers and Mrs. Anthony are both United States citizens. The principal residence address of Mrs. Chambers is 426 West Paces Ferry Road, N.W., Atlanta, Georgia 30305 and the principal residence address of Mrs. Anthony is 3944 Noela Place, Honolulu, Hawaii 96815. All of the Securities beneficially owned by the Reporting Persons are held of record by CGI. All of the issued and outstanding shares of capital stock of CGI are beneficially owned by CTM; all of the issued and outstanding shares of capital stock of CTM are beneficially owned by CIC; and all of the issued and outstanding shares of capital stock of CIC are beneficially owned by CEI. As a trustee of the Barbara Cox Anthony Atlanta Trust and of the Dayton Cox Trust A, Mrs. Chambers has beneficial ownership of an aggregate of approximately 69.9% of the outstanding capital stock of CEI. As a trustee of the Anne Cox Chambers Atlanta Trust and of the Dayton Cox Trust A, Mrs. Anthony has beneficial ownership of an aggregate of approximately 69.6% of the outstanding capital stock of CEI. Thus, Mrs. Anthony and Mrs. Chambers together ultimately control CEI, and thereby indirectly exercise beneficial ownership over the shares reported in this Report. In summary, each of CGI, CTM, CIC, CEI, Mrs. Anthony and Mrs. Chambers may be deemed beneficial owners of the Securities. However, the filing of this Report shall not constitute an admission by any of the Reporting Persons that such parties are the beneficial owners of the Securities or that the Reporting Persons are acting as or otherwise constitute a "group" for purposes of Rule 13d-5. The following information concerning the directors and executive officers of the Cox Entities, (including Mrs. Chambers and Mrs. Anthony) is set forth on Exhibit 99.1: (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, to the best knowledge of the persons filing this Report none of the Cox Entities, any of their respective executive officers or directors, Mrs. Chambers or Mrs. Anthony has been convicted in any criminal proceedings (excluding traffic violations and similar misdemeanors). During the last five years, to the best knowledge of the persons filing this Report none of the Cox Entities, any of their respective executive officers or directors, Mrs. Chambers or Mrs. Anthony has 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 Report, all of the individuals listed on Exhibit 99.1 are citizens of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration. CGI is acquiring the Securities as consideration for the sale of substantially all of its assets pursuant to the Asset Purchase Agreement. The value of the assets used in directly acquiring the shares of Common Stock that are issued and outstanding and that are issuable on conversion of the Note is set forth below: Acquiror Number of Shares of Purchase Price Common Stock directly (in dollars) owned or held CGI (1) 3,400,000 (as converted) $18,900,000.00 - ---------------------- (1) As of September 14, 1998, the Closing Date of the transactions contemplated in the Asset Purchase Agreement, the value of the 2,400,000 shares of Common Stock of the Issuer was $6,150,000, based on a closing price of $2.56 per share of the Issuer's Common Stock. The face value of the Note is $12,750,000. ITEM 4. Purpose of Transaction. The Reporting Persons acquired the Securities for the purpose of investment. Neither the filing of this Report nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of a "group" for purposes of Rule 13d-5, or that such "group" exists. Each of the Reporting Persons expressly disclaims the existence of, or membership in, any such "group." Except as otherwise disclosed in this Report, the Reporting Persons have not made any decision concerning their course of action with respect to the Securities. The Reporting Persons could decide, depending on market and other factors, to dispose of such shares of the Issuer's Common Stock beneficially owned by them, to acquire additional Common Stock or other equity securities of the Issuer, to seek a strategic or other partner to share their interest in the Issuer or to take any other available course of action (which could involve one or more of the types of transactions, or have one or more of the results described in the instructions to subparagraphs (a) through (j) of Item 4 of Schedule 13D). In this regard, the Reporting Persons intend to continuously review their investment in the Issuer. In reaching any conclusion as to its future course of action, the Reporting Persons will take into consideration various factors, including without limitation the Issuer's business and financial condition and prospects, other developments concerning the Issuer, the Reporting Persons and other companies owned, operated or affiliated with the Reporting Persons, the effect of legal and regulatory requirements applicable to the Issuer and the Reporting Persons, other business opportunities available to the Reporting Persons, developments with respect to the businesses of the Reporting Persons, developments in the cable television and telecommunications industries generally, general economic conditions and stock market conditions.munications industries generally, general economic conditions and stock market conditions. Except as set forth in this Report, none of the Reporting Persons nor any of their executive officers or directors, have any current plans or proposals which relate to or would result in any of the transactions described in the instructions to subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. Interests in Securities of the Issuer. (a) The following list sets forth the aggregate number and percentage (based on 29,719,585 shares of Common Stock outstanding, as reported by the Issuer to the Reporting Persons as of August 5, 1998, and 1,000,000 shares of Common Stock issuable on conversion of the Note) of shares of Common Stock, as converted, owned beneficially by the persons named in Item 2, but held of record by CGI, as of September 14, 1998: Reporting Person Number of Shares of Percentage of Shares Common Stock of Common Stock Beneficially Owned Beneficially Owned CGI 3,400,000 (as converted) 10.3% CTM 3,400,000 (as converted) 10.3% CIC 3,400,000 (as converted) 10.3% CEI 3,400,000 (as converted) 10.3% Mrs. Anthony 3,400,000 (as converted) 10.3% Mrs. Chambers 3,400,000 (as converted) 10.3% (b) Not applicable. (c) The following is a description of all transactions in the shares of Common Stock by the persons identified in Item 2 of this Schedule 13D, but held of record by CGI, effected from July 28, 1998 through September 28, 1998, inclusive: Name of Purchase Number of Shares Purchase Price Shareholder Date Purchased Per Share CGI 9/14/98 2,400,000 $2.56 CGI 9/14/98 1,000,000 (as converted) $12.75 All acquisitions of Common Stock were effected under the Asset Purchase Agreement. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons acquired the Securities under the Asset Purchase Agreement. Under Section 10 of the Asset Purchase Agreement, CGI has agreed not to offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offering of, any shares of Issuer's Common Stock before November 4, 1998, without Issuer's prior written consent. In addition, the Issuer and CGI are parties to a Registration Rights Agreement, dated as of September 14, 1998 and attached hereto as Exhibit 10.3, by which the Issuer extended "piggyback" registration rights to CGI for the Common Stock issued to CGI under the Asset Purchase Agreement. Finally, under an Escrow Agreement among Buyer, CGI, and State Street Bank and Trust Company, as the escrow agent (the "Escrow Agent"), dated as of September 14, 1998, and attached hereto as Exhibit 10.4, CGI has placed 600,000 shares (the "Escrow Shares") of the Issuer's Common Stock received under the Asset Purchase Agreement in escrow to secure CGI's indemnification obligations, if any, under the Asset Purchase Agreement. The Escrow Shares shall be released to CGI, less any indemnification claims by Buyer, on December 14, 1999. ITEM 7. Material to be filed as Exhibits. Exhibit 10.1: Asset Purchase Agreement, dated as of August 5, 1998, by and among Buyer, CGI, and CTM (incorporated by reference to Exhibit 2.1 of the Issuer's Current Report on Form 8-K, dated September 14, 1998, (file No. 024173) (the "8-K")). Exhibit 10.2: Amendment No. 1 to Asset Purchase Agreement, dated September 14, 1998 by and among Buyer, CGI and CTM (incorporated by reference to Exhibit 2.2 of the 8-K). Exhibit 10.3: Registration Rights Agreement by and between Genesis Direct, Inc.("GDI") and CGI, dated September 14, 1998 (incorporated by reference to Exhibit 2.1 of the 8-K). Exhibit 10.4: Escrow Agreement by and among Buyer, CGI and Escrow Agent (incorporated by reference to Exhibit 2.1 of the 8-K). Exhibit 10.5: Joint Filing Agreement, dated as of September 28, 1998, by and among the Cox Entities, Mrs. Chambers and Mrs. Anthony. Exhibit 10.6: Power of Attorney to Andrew A. Merdek from Mrs. Chambers. Exhibit 99.1: Executive Officers and Directors of CGI, CTM, CIC and CEI (including Mrs. Chambers and Mrs. Anthony). 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. 9/28/98 By: /s/Andrew A. Merdek -------------------- ---------------------- Date Andrew A. Merdek Secretary 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. 9/28/98 By: /s/Andrew A. Merdek -------------------- ---------------------- Date Andrew A. Merdek Secretary 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 TARGET MEDIA, INC. 9/28/98 By: /s/Andrew A. Merdek -------------------- ---------------------- Date Andrew A. Merdek Secretary 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 GIFTS, INC., f/k/a CAROL WRIGHT GIFTS, INC. 9/28/98 By: /s/Andrew A. Merdek -------------------- ---------------------- Date Andrew A. Merdek Secretary 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. Andrew A. Merdek for Anne Cox Chambers, as her Attorney-in-Fact 9/28/98 By: /s/Andrew A. Merdek -------------------- ---------------------- Date Andrew A. Merdek Attorney-in-Fact 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. 9/28/98 By: /s/Barbara Cox Anthony -------------------- ---------------------- Date Barbara Cox Anthony Index to Exhibits Exhibit 10.1: Asset Purchase Agreement, dated as of August 5, 1998, by and among Buyer, CGI, and CTM (incorporated by reference to Exhibit 2.1 of the Issuer's Current Report on Form 8-K, dated September 14, 1998, (file No. 024173) (the "8-K")). Exhibit 10.2: Amendment No. 1 to Asset Purchase Agreement, dated September 14, 1998 by and among Buyer, CGI and CTM (incorporated by reference to Exhibit 2.2 of the 8-K). Exhibit 10.3: Registration Rights Agreement by and between Genesis Direct, Inc.("GDI") and CGI, dated September 14, 1998 (incorporated by reference to Exhibit 2.1 of the 8-K). Exhibit 10.4: Escrow Agreement by and among Buyer, CGI and Escrow Agent (incorporated by reference to Exhibit 2.1 of the 8-K). Exhibit 10.5: Joint Filing Agreement, dated as of September 28, 1998, by and among the Cox Entities, Mrs. Chambers and Mrs. Anthony. Exhibit 10.6: Power of Attorney to Andrew A. Merdek from Mrs. Chambers. Exhibit 99.1: Executive Officers and Directors of CGI, CTM, CIC and CEI (including Mrs. Chambers and Mrs. Anthony). EX-10.5 2 JOINT FILING AGREEMENT Exhibit 10.5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) or any subsequent filings on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Genesis Direct, Inc., and that this Joint Filing Agreement be included as an Exhibit to such joint filing. This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 28th day of September, 1998. COX ENTERPRISES, INC. By: /s/Andrew A. Merdek -------------------- Andrew A. Merdek Secretary COX INVESTMENT COMPANY, INC. By: /s/Andrew A. Merdek -------------------- Andrew A. Merdek Secretary COX TARGET MEDIA, INC. By: /s/Andrew A. Merdek -------------------- Andrew A. Merdek Secretary COX GIFTS, INC., f/k/a CAROL WRIGHT GIFTS, INC. By: /s/Andrew A. Merdek -------------------- Andrew A. Merdek Secretary Andrew A. Merdek for Anne Cox Chambers, as her Attorney-in-Fact By: /s/Andrew A. Merdek -------------------- Andrew A. Merdek Attorney-in-Fact By: /s/Barbara Cox Anthony -------------------- Barbara Cox Anthony EX-10.6 3 POWER OF ATTORNEY Exhibit 10.6 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Andrew A. Merdek , the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a five- percent (5%) beneficial owner of shares of Common Stock of Genesis Direct, Inc. (the "Company"), statements on Schedule 13D (including amendments thereto) and Schedule 13G (including amendments thereto) in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such statements on Schedule 13D (including amendments thereto) and Schedule 13G (including amendments thereto), and timely file such statements with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Securities Exchange Act of 1934 or the rules promulgated thereunder. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file statements on Schedule 13D (including amendments thereto) or Schedule 13G (including amendments thereto) with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of September, 1998. 9/28/98 By: /s/Anne Cox Chambers -------------------- ---------------------- Date Anne Cox Chambers EX-99.1 4 EXHIBIT 99.1 Exhibit 99.1 Cox Enterprises, Inc. Executive Officers and Directors
Name Position Principal Occupation Business Address - -------------------- ----------------- ----------------------- ---------------------- James C. Kennedy * Chairman & Chairman & Cox Enterprises, Inc. Chief Executive Chief Executive Officer 1400 Lake Hearn Dr., NE Officer Atlanta , GA 30319 David E. Easterly* President & Chief President & Chief Operating Cox Enterprises, Inc. Operating Officer Officer 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Robert C. O'Leary* Senior Vice Senior Vice President Chief Cox Enterprises, Inc. President & Chief Financial Officer 1400 Lake Hearn Dr., NE Financial Officer Atlanta , GA 30319 Timothy W. Hughes Senior Vice Senior Vice President Cox Enterprises, Inc. President Administration 1400 Lake Hearn Dr., NE Administration Atlanta , GA 30319 Barbara C. Anthony* Vice President Chairman, Dayton Newspapers Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Anne C. Chambers* Vice President Chairman, Atlanta Newspapers Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Scott A. Hatfield Vice President & Vice President & Chief Cox Enterprises, Inc. Chief Information Information Officer 1400 Lake Hearn Dr., NE Officer Atlanta , GA 30319 Marybeth Leamer Vice President Vice President Human Cox Enterprises, Inc. Human Resources Resources 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Andrew A. Merdek Vice President Vice President Legal Affairs & Cox Enterprises, Inc. Legal Affairs & Corporate Secretary 1400 Lake Hearn Dr., NE Corporate Atlanta , GA 30319 Secretary Alexander V. Vice President Vice President Public Policy Cox Enterprises, Inc. Netchvolodoff Public Policy 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Richard J. Jacobson Vice President & Vice President & Treasurer Cox Enterprises, Inc. Treasurer 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc. Tax 1400 Lake Hearn Dr., NE Atlanta , GA 30319
Name Position Principal Occupation Business Address - -------------------- ----------------- ----------------------- ---------------------- William L. Killen, Jr. Vice President Vice President New Media Cox Enterprises, Inc. New Media 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Dean H. Eisner Vice President Vice President Business Cox Enterprises, Inc. Business Development and Planning 1400 Lake Hearn Dr., NE Development and Atlanta , GA 30319 Planning Michael J. Vice President Vice President Materials Cox Enterprises, Inc. Mannheimer Materials Management 1400 Lake Hearn Dr., NE Management Atlanta , GA 30319 Arthur M. Blank Director President & Chief Executive The Home Depot, Inc. Officer of The Home Depot, One Paces West Inc. 2727 Paces Ferry Road, NW Atlanta, GA 30339 Thomas O. Cordy Director President & Chief Executive The Maxxis Group, Inc. Officer of The Maxxis Group, 1901 Montreal Road, Ste. 108 Inc. Tucker, GA 30084 Carl R. Gross Director Retired Senior Vice President & Cox Enterprises, Inc. Chief Administrative Officer 1400 Lake Hearn Dr., NE Atlanta, GA 30319 Ben F. Love Director Director Chase Bank of Texas Chase Bank of Texas 600 Travis Street, 18 TCT 318 Houston, TX 77252-2558 Paul J. Rizzo Director Vice Chairman (retired 1/1/95) Franklin Street Partners of IBM Corporation 6330 Quadrangle Drive Ste. 200 Chapel Hill, NC 27514
* Also a Director Cox Investment Company, Inc. Executive Officers and Directors
Name Position Principal Occupation Business Address - -------------------- ----------------- ----------------------- ---------------------- David E. Easterly* President President & Chief Operating Cox Enterprises, Inc. Officer 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Dean H. Eisner Director Vice President Business Cox Enterprises, Inc. Development and Planning 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Andrew A. Merdek* Secretary Vice President Legal Affairs & Cox Communications, Inc. Secretary 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Richard J. Jacobson Treasurer Vice President & Treasurer Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319
*Also a Director Cox Target Media, Inc. Executive Officers and Directors
Name Position Principal Occupation Business Address - -------------------- ----------------- ----------------------- ---------------------- William B. Disbrow* President & President & Chief Executive Cox Target Media, Inc. Chief Officer 1400 Lake Hearn Dr., NE Executive Atlanta , GA 30319 Officer Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Brian G. Cooper Vice President Senior Vice President Cox Target Media, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Andrew A. Merdek* Secretary Vice President Legal Affairs & Cox Communications, Inc. Secretary 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Charles B. Solomon Treasurer Vice President Finance, Cox Target Media, Inc. Controller & Treasurer 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Jay R. Smith Director President Cox Target Media, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319
*Also a Director Cox Gifts, Inc., f/k/a Carol Wright Gifts, Inc. Executive Officers and Directors
Name Position Principal Occupation Business Address - -------------------- ----------------- ----------------------- ---------------------- Robert I. Ginsberg President President Cox Gifts Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 William B. Disbrow* Vice President President & Chief Executive Cox Target Media, Inc. Officer 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Nicholas R. Parrinelli Vice President Vice President Merchandising Cox Gifts Inc. Merchandising 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Carolyn Mohr Vice President Vice President Operations Cox Gifts Inc. Operations 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Brian G. Cooper Vice President Senior Vice President Cox Target Media, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Andrew A. Merdek* Secretary Vice President Legal Affairs & Cox Communications, Inc. Secretary 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Charles B. Solomon Treasurer Vice President Finance, Cox Target Media, Inc. Controller & Treasurer 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Jay R. Smith Director President Cox Target Media, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319
*Also a Director -----END PRIVACY-ENHANCED MESSAGE-----