UNITED STATES 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. 5)
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)
February 13, 2009
(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).
01. Name of Reporting
Persons/I.R.S. Identification Nos. of Above Persons
Morris Communications
Holding Company, LLC
02. Check the Appropriate
Box if a Member of a Group
a) ¨ (b) ¨
03. SEC Use Only
04. Citizenship of Place
of Organization
Georgia
|
Number of Shares Beneficially
Owned by Each Reporting Person With
|
5. Sole Voting
Power
|
0
|
Class
A Common
|
|
6. Shared Voting
Power
|
0
|
||
|
7. Sole
Dispositive Power
|
0
|
Class
A Common
|
|
|
8. Shared
Dispositive Power
|
0
|
09. Aggregate Amount
Beneficially Owned by Each Reporting Person
0 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)
0.0%
12. Type of Reporting
Person
OO
01. Name of Reporting
Persons/I.R.S. Identification Nos. of Above Persons
Shivers Investments,
LLC
02. Check the Appropriate
Box if a Member of a Group
a) ¨ (b) ¨
03. SEC Use Only
04. Citizenship of Place
of Organization
Georgia
|
Number of Shares Beneficially
Owned by Each Reporting Person With
|
5. Sole Voting
Power
|
0
|
Class
A Common
|
|
6. Shared Voting
Power
|
0
|
||
|
7. Sole
Dispositive Power
|
0
|
Class
A Common
|
|
|
8. Shared
Dispositive Power
|
0
|
09. Aggregate Amount
Beneficially Owned by Each Reporting Person
0 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)
0.0%
12. Type of Reporting
Person
OO
01. Name of Reporting
Persons/I.R.S. Identification Nos. of Above Persons
Shivers Trading &
Operating Company
02. Check the Appropriate
Box if a Member of a Group
a) ¨ (b) ¨
03. SEC Use Only
04. Citizenship of Place
of Organization
Georgia
|
Number of Shares Beneficially
Owned by Each Reporting Person With
|
5. Sole Voting
Power
|
0
|
Class
A Common
|
|
6. Shared Voting
Power
|
0
|
||
|
7. Sole
Dispositive Power
|
0
|
Class
A Common
|
|
|
8. Shared
Dispositive Power
|
0
|
09. Aggregate Amount
Beneficially Owned by Each Reporting Person
0 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)
0.0%
12. Type of Reporting
Person
OO
01. Name of Reporting
Persons/I.R.S. Identification Nos. of Above Persons
William S. Morris
III
02. Check the Appropriate
Box if a Member of a Group
a) ¨ (b) ¨
03. SEC Use Only
04. Citizenship of Place
of Organization
Georgia
|
Number of Shares Beneficially
Owned by Each Reporting Person With
|
5. Sole Voting
Power
|
105,500
|
Class
A Common
|
|
6. Shared Voting
Power
|
0
|
||
|
7. Sole
Dispositive Power
|
105,500
|
Class
A Common
|
|
|
8. Shared
Dispositive Power
|
0
|
09. Aggregate Amount
Beneficially Owned by Each Reporting Person
105,500 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)
0.37%
12. Type of Reporting
Person
IN
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 office 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 58446K10 5.
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 theInvestment Company Act of
1940;
|
|
(e)
|
¨
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Any
investment adviser in accordance with Rule 13d-1(b) (1) (ii)
(E);
|
|
(f)
|
¨
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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: ¨
Item
4. Ownership.
(a) Amount
beneficially owned:
On
September 7, 2008, Mediacom Communications Corporation (the “Issuer”) entered
into a Share Exchange Agreement (the “Exchange Agreement”) with Shivers
Investments, LLC (“Shivers”) and Shivers Trading & Operating Company
(“STOC”), pursuant to which Shivers exchanged all 28,309,674 shares of the
Issuer’s Class A common stock owned by Shivers for all the outstanding shares of
stock of a wholly owned subsidiary of the Issuer. Both STOC and Shivers are
affiliates of Morris Communications Holding Company, LLC (“Morris
Communications”), and STOC, Shivers and Morris Communications are controlled by
William S. Morris III. Closing of the Share Exchange Agreement occurred on
February 13, 2009 (the “Closing”). Thus, Morris Communications, Shivers, and
STOC no longer have any beneficial ownership interest in the Issuer’s Class A
common stock.
William
S. Morris III beneficially owns 105,500 shares of the Issuer’s Class A common
stock which includes 12,500 restricted stock units (RSUs) vested prior to
Closing, 10,000 RSUs vested on the date of Closing, 63,000 Class A common stock
options vested prior to Closing, and 20,000 Class A common stock options vested
on the date of Closing. Thus, Mr. Morris beneficially owns a total of 105,500
shares of the Issuer’s Class A common stock as a result of fully vested RSUs and
stock options.
(b) Percent
of class:
Morris
Communications Holding Company, LLC, Shivers Trading & Operating Company,
and Shivers Investments, LLC own 0.0% of the outstanding shares of Class A
common stock.
William
S. Morris III beneficially owns 0.37% of the outstanding shares of the Issuer’s
Class A common stock.
c) Number
of shares as to which such person has:
(i) Sole power
to vote or to direct the vote:
Neither Morris
Communications, Shivers Investments, nor Shivers Trading & Operating Company
has the sole power to vote or to direct the vote of any of the Issuer’s Class A
common stock.
William
S. Morris III has the sole power to vote or to direct the vote of 105,500 shares
of the Issuer’s Class A common stock.
Not applicable.
(iii) Sole power to
dispose or to direct the disposition of:
Neither
Morris Communications, Shivers Investments, nor Shivers Trading & Operating
Company has the sole power to dispose or direct the disposition of any of the
Issuer’s Class A common stock.
William
S. Morris III has the sole power to dispose of or direct the disposition of
105,500 shares of the Issuer’s Class A common stock.
(iv) Shared power
to dispose or to direct the disposition of:
Not
applicable.
Item 5. Ownership of Five
Percent or Less of a Class.
If this statement if
being filed to report the fact that as of thed date hereof the reporting person
has ceased
to be the beneficial
owner of more than 5 percent of the class of securities, chech the
following: x
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.
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 17,
2009
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