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 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 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
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Elliot Brecher
Senior Vice President
and General Counsel