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: January 5, 2001
Coaxial Communications Of Central Ohio, Inc.
Phoenix Associates
Insight Communications of Central Ohio, LLC
(Exact name of Registrant as specified in its charter)
Ohio 333-63677 31-0975825
Florida 333-63677-01 59-1798351
Delaware 333-63677-02 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 January 5, 2001, Insight Communications Company, L.P. ("Insight
L.P."), a parent company of Insight Communications of Central Ohio,
LLC ("Insight Ohio"), consummated various agreements with AT&T Broadband, LLC
and its affiliates ("AT&T Broadband") resulting in 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.
Pursuant to such agreements, the following transactions occurred on January 5,
2001:
. Insight L.P. exchanged its Claremont, California system for AT&T
Broadband's system in Freeport, Illinois;
. Insight L.P. purchased from AT&T Broadband systems serving approximately
100,000 customers in Illinois;
. Insight L.P. contributed to Insight Midwest the systems purchased from AT&T
Broadband, as well as all of its other systems not already owned by Insight
Midwest, including the aforementioned Freeport, Illinois system and
Insight Ohio (comprising in total approximately 180,000 customers);
. AT&T Broadband contributed to Insight Midwest systems located in Central
and North Central Illinois serving approximately 250,000 customers.
Both Insight L.P. and AT&T Broadband contributed their respective systems
to Insight Midwest subject to an agreed-upon amount of indebtedness so that
Insight Midwest remains equally owned by Insight L.P. and AT&T Broadband.
Insight L.P. continues to serve as the general partner of Insight Midwest and
manages and operates the Insight Midwest systems. Insight Ohio is an
unrestricted subsidiary under indentures governing senior notes of Insight
Midwest.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements - None
(b) Pro Forma Financial Information - None
(c) 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. ("Asset Contribution Agreement")*
2.2 Amendment to the Asset Contribution Agreement, dated January
5, 2001**
2.3 Asset Exchange Agreement, dated August 15, 2000, by and
between MediaOne of Illinois, Inc. and Insight
Communications Company, L.P. ("Asset Exchange Agreement")*
2.4 Amendment to the Asset Exchange Agreement, dated January 5,
2001**
2.5 Asset Purchase and Sale Agreement, dated August 15, 2000, by
and between TCI of Illinois, Inc., TCI of Racine, Inc.,
UACC Midwest, Inc. and Insight Communications Company, L.P.
("Asset Purchase and Sale Agreement")*
2.6 Amendment to the Asset Purchase and Sale Agreement, dated
January 5, 2001**
____________
* 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.
** Filed as an exhibit to the Current Report on Form 8-K, dated January 5, 2001,
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: January 22, 2001 By: /s/ Elliot Brecher
----------------------------------
Elliot Brecher
Senior Vice President
and General Counsel