Cox Enterprises, Inc. announces registration statement covering Cox Communications, Inc. Class A Common Stock

Business Wire, May 8, 1996

ATLANTA--(BUSINESS WIRE)--May 8, 1996--Cox Enterprises, Inc., the privately-held majority owner of Cox Communications, Inc. (NYSE: COX), today announced that Cox Communications filed a Form S-3 Registration Statement with the Securities and Exchange Commission (SEC) to register up to 9,775,000 shares of Cox Communications' outstanding Class A Common Stock owned by Cox Enterprises.

On the basis of the closing price for the Class A Common Stock on May 6, 1996, the value of these shares is approximately $201.6 million. Cox Communications will not be issuing any new shares and will not receive any proceeds from the offering.

Cox Enterprises has advised Cox Communications of its intention to enter into an agreement pursuant to which Cox Enterprises will commit to deliver in 1999 up to 9,775,000 shares or the cash equivalent value in connection with a mandatorily-exchangeable securities offering to the public by Merrill Lynch & Co., Inc. The planned offering by Merrill Lynch & Co. will be made only by a prospectus of Merrill Lynch & Co.

"Although we have great confidence in Cox Communications's future, Cox Enterprises has determined for our own financial management purposes to monetize a small portion of our Cox Communications stake," said John Dillon, senior vice president and chief financial officer for Cox Enterprises. "With the Merrill Lynch STRYPES product we can increase the investor base for Cox Communications, while minimizing the impact on current shareholders and retain some of the upside in the Cox Communications stock. If the STRYPES securities are converted into Cox Communications shares, this transaction will increase the public float for Cox Communications, which has been advocated by many of Cox Communications' institutional shareholders."

Cox Enterprises currently beneficially owns 189,595,588 shares of the Class A Common Stock and 13,798,896 shares of the Class C Common Stock representing approximately 75.3% of the economic interest and 83.1% of the voting interest in Cox Communications. Cox Enterprises will continue to beneficially own the 9,775,000 shares subject to the forward purchase contract until Cox Enterprises determines in 1999 to deliver such shares rather than cash to Merrill Lynch & Co.

Cox Communications is the nation's fifth largest multiple system operator, serving some 3.2 million customers. Cox Communications is a fully integrated, diversified broadband communications company with interests in domestic and international cable distribution systems, programming and telecommunications technology.

Headquartered in Atlanta, Cox Enterprises owns Cox Newspapers, Inc. (newspapers, direct mail marketing, book publishing and online services) and Cox Broadcasting, Inc. (TV, radio, spot sales, production and research). It has majority ownership of Manheim Auctions, Inc. (wholesale auto auctions, dealer financial services, government auctions, online services and printed price guides) and Cox Communications.

The Registration Statement relating to the offered securities has been filed with the SEC, but has not yet become effective. The securities covered by such Registration Statement may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Copies of the applicable Registration Statement are available from Cox Communications.

CONTACT: Cox Enterprises

All Inquiries

Richard Jacobson, Treasurer, 404/843-5111

or

Cox Communications

Media Relations

Ellen East, Dir. of Communications, 404/843-5854

Analysts/Investors

Dallas Clement, Assistant Treasurer, 404/843-5677