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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Information to be Included in
Statements Filed Pursuant to Rules 13d-1(b), (c)
and (d)
and Amendments Thereto Filed Pursuant To Rule 13d-2
Under the
Securities Exchange Act of 1934
(Amendment
No. 4)
Mediacom Communications
Corporation
(Name of
issuer)
Class A Common Stock, $0.01
par value per share
(Title of
class of securities)
58446K 10
5
(CUSIP
number)
December 31,
2007
(Date of
Event which requires filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this schedule is filed:
[ ] Rule
13d-1 (b)
[ ] Rule
13d-1 (c)
[x] Rule
13d-1 (d)
*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 the
disclosures provided in a prior cover page.
The
information required in 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).
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1 Name
Of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
Morris
Communications Holding Company, LLC
2 Check
the Appropriate Box if a Member of a
Group
(a)
|_|
(b)
|_|
3 SEC
Use Only
4 Citizenship
or Place of Organization
Georgia
Number of Shares 5 Sole
Voting Power
28,309,674 Class A Common
Beneficially
6 Shared
Voting
Power
0
Owned
by
Each
Reporting 7 Sole
Dispositive Power 28,309,674
Class A Common
Person
With
8 Shared
Dispositive
Power
0
9 Aggregate
Amount Beneficially Owned by Each Reporting Person
28,309,674
Class A Common
10 Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares
|_|
11 Percent
of Class Represented by Amount in Row (9)
39.3%
12 Type
Of Reporting Person
OO
|
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|
1 Name
Of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
Shivers
Investments, LLC
2 Check
the Appropriate Box if a Member of a
Group
(a)
|_|
(b)
|_|
3 SEC
Use Only
4 Citizenship
or Place of Organization
Georgia
Number of Shares 5 Sole
Voting Power
28,309,674 Class A Common
Beneficially
6 Shared
Voting
Power 0
Owned
by
Each
Reporting 7 Sole
Dispositive Power 28,309,674
Class A Common
Person
With
8 Shared
Dispositive
Power
0
9 Aggregate
Amount Beneficially Owned by Each Reporting Person
28,309,674
Class A Common
10 Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares
|_|
11 Percent
of Class Represented by Amount in Row (9)
39.3%
12 Type
Of Reporting Person
OO
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|
1 Name
Of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
Shivers
Trading & Operating Company
2 Check
the Appropriate Box if a Member of a
Group
(a)
|_|
(b)
|_|
3 SEC
Use Only
4 Citizenship
or Place of Organization
Georgia
Number of Shares 5 Sole
Voting Power
28,309,674 Class A Common
Beneficially
6 Shared
Voting
Power
0
Owned
by
Each
Reporting 7 Sole
Dispositive Power 28,309,674
Class A Common
Person
With
8 Shared
Dispositive
Power
0
9 Aggregate
Amount Beneficially Owned by Each Reporting Person
28,309,674
Class A Common
10 Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares
|_|
11 Percent
of Class Represented by Amount in Row (9)
39.3%
12 Type
Of Reporting Person
CO
|
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|
1 Name
Of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
William
S. Morris III
2 Check
the Appropriate Box if a Member of a
Group
(a)
|_|
(b)
|_|
3 SEC
Use Only
4 Citizenship
or Place of Organization
Georgia
Number of Shares 5 Sole
Voting Power
28,370,174 Class A Common
Beneficially
6 Shared
Voting
Power 0
Owned
by
Each
Reporting 7 Sole
Dispositive Power 28,370,174
Class A Common
Person
With
8 Shared
Dispositive
Power 0
9 Aggregate
Amount Beneficially Owned by Each Reporting Person
28,370,174
Class A Common
10 Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares
|_|
11 Percent
of Class Represented by Amount in Row (9)
39.4%
12 Type
Of Reporting Person
IN
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Item
1(a). Name of Issuer:
Mediacom
Communications Corporation (the "Issuer")
Item
1(b). Address of Issuer's Principal Executive
Offices:
The
address of the
Issuer's principal executive offices is
100 Crystal
Run Road, Middletown, New York 10941.
Item
2(a). Name of Person Filing:
This statement
is filed on behalf of Morris Communications Holding
Company, Shivers Trading & Operating Company, and Shivers
Investments, LLC and
William
S. Morris III, who along with his spouse, controls
each of Morris Communications Holding Company, LLC, Shivers Trading &
Operating Company
and Shivers
Investments, LLC (collectively, the "Reporting
Persons").
Item
2(b). Address of Principal Business Office
or, if none, Residence:
The
principal place of business of the Reporting Persons is
725
Broad Street, Augusta, Georgia 30901
Item
2(c). Citizenship:
The Reporting Persons are
two Georgia limited liability Companies, a Georgia
corporation and an individual resident of the State of Georgia
and United States citizen.
Item
2(d). Title of Class of
Securities:
The
title of the securities is Class A
Common Stock (the "Class
A Common Stock").
Item
2(e). CUSIP Number:
The
CUSIP number of the Class A Common Stock is 58446K 10 5.
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Item
3. If this statement is
filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) |_| Broker or dealer
registered under section 15 of the Act;
(b) |_| Bank as
defined in section 3(a)(6) of the Act;
(c) |_| Insurance
Company as defined in section 3(a)(19) of the Act;
(d) |_|
Investment Company registered under
section 8 of the Investment
Company
Act of 1940;
(e) |_| An investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) |_| An
employee benefit plan, or endowment fund
in accordance with
Rule
13d-1 (b)(1)(ii)(F);
(g) |_| A parent
holding company or control person in accordance with Rule
13d-1
(b)(1)(ii)(G);
(h) |_| A
savings association as defined in
section 3(b) of the Federal
Deposit
Insurance Act;
(i) |_| A church plan that is excluded from the definition of
an
investment company
under section 3(c)(14) of the Investment
Company
Act of 1940;
(j) |_| Group, in accordance
with Rule 13d-1 (b)(1)(ii)(J).
If this statement is filed pursuant to Rule
13d-1 (c), check this box. | |
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Item
4. Ownership.
(a) Amount
beneficially owned:
Morris Communications Holding
Company, LLC owns no shares directly, but indirectly
owns 28,309,674 shares of Class A Common Stock through
ownership of its wholly owned subsidiary, Shivers Investments,
LLC. Shivers Investments, LLC owns 28,309,674 shares of Class A
Common Stock which it received as capital contributions from Morris
Communications Company. Shivers Trading & Operating Company
owns no shares directly, but indirectly owns 28,309,674
shares of Class A Common Stock through ownership of its wholly
owned subsidiary, Moris Communications Holding Company, LLC (which owns
Shivers Investments, LLC).
Further,
William S. Morris III owns an additional 7,500 shares of Class A Common
Stock received as restricted grants, which have now fully
vested. William S. Morris III also has the option to acquire
within 60 days of December 31, 2007 an additional 53,000 shares of Class A
Common Stock. William S. Morris III controls each of Shivers
Trading & Operating Company, Morris Communications Holding Company,
LLC and Shivers Investments, LLC. Thus, Mr. Morris beneficially owns a
total of 28,370,174 shares of Class A Common Stock*.
(b) Percent
of class:
Morris
Communications Holding Company, LLC, Shivers Trading & Operating
Company and Shivers Investments, LLC own 39.3% of the outstanding shares
of Class A Common Stock. William S. Morris III owns 39.4% of
the outstanding shares of Class A Common Stock.
(c) Number
of shares as to which such person has:
(i)
sole power to vote or to direct the vote:
Shivers
Investments, LLC has the sole power to vote or to direct
the vote of 28,309,674 shares of Class
A Common Stock. Morris
Communications Holding Company, LLC,
through its ownership of Shivers Investments, LLC, has the sole power
to vote or to direct the vote of the 28,309,674 shares of Class A Common
Stock owned by Shivers Investments, LLC. Similarly, Shivers Trading &
Operating Company, through its ownership of Morris Communications Holding
Company, LLC, has the sole power to vote or to direct the vote of the
28,309,674 shares of Class A Common Stock owned by Shivers Investments,
LLC.
William
S. Morris III has the sole power to vote or to direct the vote of
28,370,174 shares of Class A Common Stock*, which by reason of
his control of said entities, includes the
28,309,674 shares of
Class A Common Stock owned
directly by Shivers Investments, LLC
and owned indirectly by Morris Communications Holding Company, LLC and
Shivers Trading & Operating Company.
(ii)
shared power to vote or to direct the vote:
Not
applicable.
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(iii)
sole power to dispose or to direct the disposition of:
Shivers
Investments, LLC has the sole power to dispose or direct the disposition
of 28,309,674 shares of Class A Common Stock. Morris
Communications Holding Company, LLC, through its ownership of Shivers
Investments, LLC, has the sole power to dispose or direct the disposition
of the 28,309,674 shares of Class A Common Stock owned by Shivers
Investments, LLC. Similarly, Shivers Trading & Operating
Company, through its ownership of Morris Communications Holding Company,
LLC, has the sole power to dispose or to direct the disposition of the
28,309,674 shares of Class A Common Stock owned by Shivers Investments,
LLC.
William
S. Morris III has the sole power to dispose or direct the disposition of
28,370,174 shares of Class A Common Stock*, which by reason of his control
of said entities, includes the 28,309,674 shares of Class A Common Stock
owned directly by Shivers Investments, LLC and owned indirectly by Morris
Communications Holding Company, LLC and Shivers Trading & Operating
Company.
(iv)
shared power to dispose or to direct the disposition
of:
Not
applicable.
* Said
amounts beneficially owned by Mr. Morris in 4(a) and which he has the
power to vote or dispose in 4(c) above do not include the following
restricted stock units and shares subject of options granted to Mr.
Morris: (i) 2,500 shares of Class A Common Stock that are restricted stock
units that vest on March 14, 2008; (ii) 5,000 shares of Class A Common
Stock that are restricted stock units that vest in two equal annual
installments commencing April 5, 2008; (iii) an option to acquire 5,000
shares of Class A Common Stock that vests on March 14, 2008; and (iv) an
option to acquire 10,000 shares of Class A Common Stock that vests in two
equal annual installments commencing April 5, 2008.
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not
applicable.
Item
7. Identification and Classification of the
Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the
Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
Not
applicable.
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SIGNATURES
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.
Dated: February 14, 2008
MORRIS
COMMUNICATIONS HOLDING COMPANY, LLC
By: /s/ William S. Morris
III
Name:
William S. Morris III
Title:
Chairman
SHIVERS INVESTMENTS,
LLC
By: /s/ William S. Morris
III
Name:
William S. Morris III
Title:
Chairman
SHIVERS
TRADING & OPERATING COMPANY
By: /s/ William S. Morris
III
Name:
William S. Morris III
Title:
Chairman
/s/ William S. Morris
III
William
S. Morris III
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