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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
September 17, 1999
INSIGHT COMMUNICATIONS COMPANY, INC.
(Exact name of Registrant as specified in Charter)
Delaware 0-26677 13-4053502
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
126 East 56th Street, New York, New York 10022
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (212) 371-2266
Item 5. Other Events
On September 17, 1999, Insight Communication Company, Inc. issued a
press release pursuant to the Rule 135c safe harbor for reporting issuers
announcing certain proposed unregistered offerings. The press release announces
Insight Communications' proposed $200 million bond offering pursuant to a
private placement under Rule 144A of the Securities Act of 1933. A copy of the
press release is attached as Exhibit 99.1 to this Form 8-K.
A copy of certain pro forma financial statements relating to Insight
Midwest, Inc. are attached as Exhibit 99.2 to this Form 8-K. Insight Midwest is
a Delaware limited partnership to be owned equally by Insight Communications,
through its subsidiary Insight Communications Company, L.P., and
Tele-Communications, Inc. (doing business as AT&T Broadband and Internet
Services), through its subsidiary TCI of Indiana Holdings, LLC.
A copy of certain financial statements relating to Insight
Communications of Indiana, LLC, the Noblesville, Indiana, Jeffersonville,
Indiana and Lafayette, Indiana Cable Television Systems and InterMedia Capital
Partners VI, L.P. are attached as Exhibit 99.3 to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Insight Communications Company, Inc., September 17, 1999
press release
99.2 Pro Forma Financial Statements of Insight Midwest, Inc.
Pro Forma Statement of Operations
For the Six Months Ended June 30, 1999
Pro Forma Statement of Operations
For the Year Ended December 31, 1999
Pro Forma Balance Sheet
99.3 Insight Communications of Indiana, LLC
Report of Independent Auditors -- Ernst & Young LLP
Insight Communications of Indiana, LLC Consolidated
Balance Sheet at December 31, 1998
Insight Communications of Indiana, LLC Consolidated
Statement of Operations for the period November
1, 1998 to December 31, 1998
Insight Communications of Indiana, LLC Consolidated
Statement of Cash Flows for the period November
1, 1998 to December 31, 1998
Insight Communications of Indiana, LLC Notes to
Consolidated Financial Statements
Noblesville, Indiana, Jeffersonville, Indiana, and Lafayette,
Indiana
Cable Television Systems
Report of Independent Auditors -- Emst & Young LLP
Noblesville, Indiana, Jeffersonville, Indiana, and
Lafayette, Indiana Cable Television Systems
Combined Balance Sheets at October 31, 1998 and
December 31, 1997
Noblesville, Indiana, Jeffersonville, Indiana, and
Lafayette, Indiana Cable Television Systems
Combined Statements of Operations for the year
ended December 31, 1997 and for the period
January 1, 1998 to October 31, 1998
Noblesville, Indiana, Jeffersonville, Indiana and
Lafayette, Indiana
Cable Television Systems Combined Statement of
Changes in Net Assets for the year ended December
31, 1997 and for the period January 1, 1998 to
October 31, 1998
Noblesville, Indiana, Jeffersonville, Indiana, and
Lafayette, Indiana Cable Television Systems
Combined Statements of Cash Flows for the year
ended December 31, 1997 and for the period
January 1, 1998 to October 31, 1998
Noblesville, Indiana, Jeffersonville, Indiana, and
Lafayette, Indiana
Cable Television Systems Notes to Consolidated
Financial Statements
Insight Communications of Indiana, LLC
Insight Communications of Indiana, LLC Condensed
Consolidated Balance Sheet at June 30, 1999
Insight Communications of Indiana, LLC Condensed
Consolidated Statement of Operations for the six
months ended June 30, 1999
Insight Communications of Indiana, LLC Condensed
Consolidated Statement of Cash Flows for the six
months ended June 30, 1999
Insight Communications of Indiana, LLC Notes to Condensed
Consolidated Financial Statement
InterMedia Capital Partners VI, L.P.
InterMedia Capital Partners VI, L.P. Consolidated Balance
Sheets at December 31, 1998 and June 30, 1999
InterMedia Capital Partners VI, L.P. Consolidated
Statement of Operations for the six months ended
June 30, 1999
InterMedia Capital Partners VI, L.P. Consolidated
Statement of Changes in Partners' Capital at June
30, 1999
InterMedia Capital Partners VI, L.P. Consolidated
Statement of Cash Flows for the six months ended
June 30, 1999
InterMedia Capital Partners VI, L.P. Notes to Condensed
Consolidated Financial Statements
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 17, 1999
INSIGHT COMMUNICATIONS COMPANY, INC.
By: /s/ Kim D. Kelly
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Kim D. Kelly
Exhibit Index
Exhibits
99.1 Insight Communications Company, Inc., September 17, 1999
press release
99.2 Pro Forma Financial Statements of Insight Midwest, Inc.
Pro Forma Statement of Operations
For the Six Months Ended June 30, 1999
Pro Forma Statement of Operations
For the Year Ended December 31, 1999
Pro Forma Balance Sheet
99.3 Insight Communications of Indiana, LLC
Report of Independent Auditors -- Ernst & Young LLP
Insight Communications of Indiana, LLC Consolidated
Balance Sheet at December 31, 1998
Insight Communications of Indiana, LLC Consolidated
Statement of Operations for the period November
1, 1998 to December 31, 1998
Insight Communications of Indiana, LLC Consolidated
Statement of Cash Flows for the period November
1, 1998 to December 31, 1998
Insight Communications of Indiana, LLC Notes to
Consolidated Financial Statements
Noblesville, Indiana, Jeffersonville, Indiana, and Lafayette,
Indiana
Cable Television Systems
Report of Independent Auditors -- Emst & Young LLP
Noblesville, Indiana, Jeffersonville, Indiana, and
Lafayette, Indiana Cable Television Systems
Combined Balance Sheets at October 31, 1998 and
December 31, 1997
Noblesville, Indiana, Jeffersonville, Indiana, and
Lafayette, Indiana Cable Television Systems
Combined Statements of Operations for the year
ended December 31, 1997 and for the period
January 1, 1998 to October 31, 1998
Noblesville, Indiana, Jeffersonville, Indiana and
Lafayette, Indiana
Cable Television Systems Combined Statement of
Changes in Net Assets for the year ended December
31, 1997 and for the period January 1, 1998 to
October 31, 1998
Noblesville, Indiana, Jeffersonville, Indiana, and
Lafayette, Indiana Cable Television Systems
Combined Statements of Cash Flows for the year
ended December 31, 1997 and for the period
January 1, 1998 to October 31, 1998
Noblesville, Indiana, Jeffersonville, Indiana, and
Lafayette, Indiana
Cable Television Systems Notes to Consolidated
Financial Statements
Insight Communications of Indiana, LLC
Insight Communications of Indiana, LLC Condensed
Consolidated Balance Sheet at June 30, 1999
Insight Communications of Indiana, LLC Condensed
Consolidated Statement of Operations for the six
months ended June 30, 1999
Insight Communications of Indiana, LLC Condensed
Consolidated Statement of Cash Flows for the six
months ended June 30, 1999
Insight Communications of Indiana, LLC Notes to Condensed
Consolidated Financial Statement
InterMedia Capital Partners VI, L.P.
InterMedia Capital Partners VI, L.P. Consolidated Balance
Sheets at December 31, 1998 and June 30, 1999
InterMedia Capital Partners VI, L.P. Consolidated
Statement of Operations for the six months ended
June 30, 1999
InterMedia Capital Partners VI, L.P. Consolidated
Statement of Changes in Partners' Capital at June
30, 1999
InterMedia Capital Partners VI, L.P. Consolidated
Statement of Cash Flows for the six months ended
June 30, 1999
InterMedia Capital Partners VI, L.P. Notes to Condensed
Consolidated Financial Statements