SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 15, 2000 Coaxial LLC Coaxial Financing Corp. Insight Communications of Central Ohio, LLC (Exact name of Registrant as specified in its charter) Delaware 333-64449-02 13-4080422 Delaware 333-64449-01 13-4061992 Delaware 333-64449 13-4017803 (State of incorporation) (Commission File No.) (IRS Employer Identification No.) 810 7th Avenue New York, New York 10019 (Address of principal executive offices) Registrant's telephone number: (917) 286-2300 Item 5. Other Events. On August 15, 2000, Insight Communications Company, L.P. ("Insight L.P."), the ultimate parent company of Insight Communications of Central Ohio, LLC ("Insight Ohio"), entered into definitive agreements with AT&T Broadband, LLC ("AT&T Broadband") for the contribution to Insight Midwest, L.P. ("Insight Midwest"), a 50-50 partnership between Insight L.P. and AT&T Broadband, of additional cable television systems, including Insight Ohio. Through a series of transactions, Insight L.P. will contribute to Insight Midwest its interests in systems serving approximately 187,000 customers, including the approximately 84,000 customers served by Insight Ohio. In addition, Insight L.P. will purchase from AT&T Broadband and immediately contribute to Insight Midwest, systems serving approximately 100,000 customers and AT&T Broadband will contribute to Insight Midwest systems serving approximately 250,000 customers. Upon completion of the transactions, Insight Midwest will remain equally owned by Insight L.P. and AT&T Broadband, and Insight L.P. will continue to serve as the general partner of Insight Midwest and manage and operate the Insight Midwest systems. The consummation of the definitive agreements is subject to several conditions, including the receipt of all necessary regulatory approvals. Item 7. Financial Statements and Exhibits. (a) Financial Statements: None (b) Exhibits: Exhibit No. Description - ----------- ----------- 2.1 Asset Contribution Agreement, dated August 15, 2000, by and among, Command Cable of Eastern Illinois Limited Partnership, MediaOne of Illinois, Inc., Northwest Illinois TV Cable Company, S/D Cable Partners, Ltd., TCI American Cable Holdings, L.P., TCI of Bloomington/Normal, Inc., TCI Cablevision of Texas, Inc., UACC Midwest, Inc., United Cable Television of Illinois Valley, Inc., United Cable Television of Southern Illinois, Inc., TCI of Indiana Holdings, LLC, Insight Communications Company, L.P. and Insight Midwest, L.P. * ____________ * Filed as an exhibit to the Current Report on Form 8-K, dated August 15, 2000, of Insight Communications Company, Inc. (File No. 0-26677) and incorporated herein by reference. SIGNATURES 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 thereunto duly authorized. Insight Communications of Central Ohio, LLC (Registrant) Date: August 22, 2000 By: Elliot Brecher ______________________ Elliot Brecher Senior Vice President and General Counsel