SCHEDULE 14A INFORMATION
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INSIGHT COMMUNICATIONS COMPANY, INC.
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INSIGHT COMMUNICATIONS COMPANY, INC.
____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 7, 2001
____________________
The Annual Meeting of Stockholders of Insight Communications Company, Inc.
will be held at the JW Marriott Hotel New York, 151 West 54th Street, New York,
New York at 11:00 a.m. on Monday, May 7, 2001, for the following purposes:
1. To elect seven directors to serve for a term of one year.
2. To ratify the selection of Ernst & Young LLP as our independent
auditors for the year ending December 31, 2001.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of record of shares of Class A common stock and Class B common
stock at the close of business on March 28, 2001 are entitled to notice of, and
to vote at, the meeting and any adjournment thereof.
By Order of the Board of Directors,
/s/ Elliot Brecher
Elliot Brecher
Secretary
April 16, 2001
- --------------------------------------------------------------------------------
All persons to whom the accompanying proxy is addressed are requested to date,
execute and return it promptly in the enclosed, self-addressed envelope. No
postage is required if mailed within the United States.
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INSIGHT COMMUNICATIONS COMPANY, INC.
____________________
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held
May 7, 2001
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Insight Communications Company, Inc. of proxies and
voting instructions in the accompanying form for use at the Annual Meeting of
Stockholders to be held at the JW Marriott Hotel New York, 151 West 54th Street,
New York, New York, at 11:00 a.m. on Monday, May 7, 2001, and at all
adjournments thereof. The shares represented by proxies solicited by the Board
of Directors will be voted in accordance with the directions given therein. If
no direction is indicated, the proxy will be voted in favor of the proposals set
forth in the notice attached to this proxy statement. Any stockholder may revoke
his proxy at any time prior to the voting thereof by giving notice in writing to
the attention of our Secretary, by granting a proxy bearing a later date or by
voting in person at the meeting. If you hold your shares in street name and want
to vote in person at the meeting, you must obtain a proxy from your broker and
bring it to the meeting.
Holders of record of shares of Class A common stock and Class B common
stock at the close of business on March 28, 2001 are entitled to vote at the
meeting. As of such record date, there were 49,957,180 shares of Class A common
stock and 10,226,050 shares of Class B common stock outstanding.
The presence, in person or by proxy, of stockholders entitled to cast a
majority of the votes entitled to be cast by all stockholders will constitute a
quorum for the transaction of business at the meeting. Holders of shares of
Class A common stock and Class B common stock will vote as a single class on all
matters submitted to a vote of the stockholders. Each share of Class A common
stock will be entitled to one vote and each share of Class B common stock will
be entitled to ten votes.
Directors will be elected by a plurality of the votes cast at the meeting.
Approval of each other matter will require the affirmative vote of a majority of
the votes cast thereon. Sidney R. Knafel and trusts for the benefit of his
children, Michael S. Willner and Kim D. Kelly collectively beneficially own
approximately 62.9% of the aggregate votes that may be cast at the meeting.
Accordingly, the affirmative vote of such persons alone is sufficient to adopt
each of the proposals to be submitted to the stockholders at the meeting. Such
persons have advised us that they will vote all of their shares in favor of the
proposals set forth in the notice attached to this proxy statement.
Abstentions will be counted in tabulations of the votes cast on each
of the proposals presented at the meeting, whereas broker nonvotes will not be
counted for purposes of determining whether a proposal has been approved.
"Broker nonvotes" are proxies received from brokers who, in the absence of
specific voting instructions from beneficial owners of shares held in brokerage
name, have declined to vote such shares in those instances where discretionary
voting by brokers is permitted.
We will bear the cost of soliciting these proxies. Proxies may be solicited
by directors, officers or employees of the Company in person or by telephone.
A list of stockholders entitled to vote at the meeting will be available at
our executive offices located at 810 7th Avenue, New York, New York 10019. This
proxy statement and the form of proxy are being mailed to stockholders on or
about April 16, 2001.
2
ELECTION OF DIRECTORS
It is proposed to elect seven directors to hold office for terms of one
year and until their successors shall be elected and shall qualify. At the
meeting, the persons named in the enclosed form of proxy will vote the shares
covered thereby for the election of the nominees named below to the Board of
Directors unless instructed to the contrary. Each nominee is currently a
director of the Company. We, Mr. Knafel and trusts for the benefit of his
children, Mr. Willner, Ms. Kelly and all of the members of management holding
shares of Class B common stock have agreed to cause the election of two
directors designated by Vestar Capital Partners III, L.P. so long as Vestar
continues to own at least 2,480,430 shares of our common stock, and one such
director so long as Vestar continues to own at least 992,172 shares of common
stock.
Principal occupation and business
Name of Nominee Age experience during the past five years
- --------------- --- -------------------------------------
Sidney R. Knafel 70 Chairman of the Board since 1985. He was the founder,
Chairman and an equity holder of Vision Cable
Communications, Inc. from 1971 until its sale in 1981.
Mr. Knafel is presently the managing partner of SRK
Management Company, a private investment company, and
also serves as Chairman of BioReliance Corporation, a
biological testing company. He is a director of NTL
Incorporated, General American Investors Company, Inc.,
IGENE Biotechnology, Inc. and Source Media, Inc., as
well as several private companies. Mr. Knafel is a
graduate of Harvard College and Harvard Business
School.
Michael S. Willner 49 Co-founder and President and Chief Executive Officer
since 1985. Previously, Mr. Willner served as
Executive Vice President and Chief Operating Officer of
Vision Cable from 1979 through 1985, Vice President of
Marketing for Vision Cable from 1977 to 1979 and
General Manager of Vision Cable's Bergen County, New
Jersey cable television system from 1975 to 1977.
Currently, Mr. Willner is a director of NTL
Incorporated. He is also a director of Source Media,
Inc. and Commerce.TV. He is a member of the National
Cable Television Association's Board of Directors and
Executive Committee, serving as its Vice-Chairman. He
also serves on the boards of C-SPAN, CableLabs and the
Walter Kaitz Foundation. Mr. Willner is a graduate of
Boston University's College of Communication and serves
on the school's Executive Committee.
Kim D. Kelly 44 Executive Vice President and Chief Financial Officer
since 1990. Ms. Kelly has also been Chief Operating
Officer since January 1998. Prior thereto, she served
from 1982 to 1990 with Marine Midland Bank, becoming
its Senior Vice President in 1988, with primary
responsibility for media lending activities. Ms. Kelly
serves as a member of the National Cable Television
Association Subcommittee for Telecommunications Policy,
as well as the National Cable Television Association
Subcommittee for Accounting. She also serves as a
director of Bank of New York Hamilton Funds and Source
Media, Inc. and serves on the boards of Cable in the
Classroom and Cable Advertising Bureau. Ms. Kelly is a
graduate of George Washington University.
Thomas L. Kempner 73 Chairman of the compensation and stock option
committees. Mr. Kempner has been Chairman and Chief
Executive Officer of Loeb Partners Corporation,
investment bankers, and its predecessors since February
1978. He is currently a director of Alcide Corporation,
CCC Information Services Group, Inc., FuelCell Energy,
Inc., IGENE Biotechnology, Inc., Intermagnetics General
Corp., Northwest Airlines, Inc. (Emeritus), Evercel,
Inc., Roper Starch Worldwide, Inc. and Dyax
Corporation. Mr. Kempner is a graduate of Yale
University.
3
James S. Marcus 71 Member of the audit committee. Mr. Marcus is a retired
partner of The Goldman Sachs Group, L.P. (predecessor
of The Goldman Sachs Group, Inc.), investment bankers.
He is currently a director of American Biltrite Inc.
and Kellwood Company. Mr. Marcus is a graduate of
Harvard College and Harvard Business School.
Prakash A. Melwani 42 Chairman of the audit committee. Mr. Melwani is a
Managing Director of Vestar Capital Partners, manager
of over $3.5 billion in private equity capital, and was
a founding partner of Vestar at its inception in 1988.
Mr. Melwani has been designated as a director by Vestar
pursuant to a Securityholders Agreement between Vestar,
us and other parties. Mr. Melwani is a graduate of
Cambridge University and Harvard Business School.
Daniel S. O'Connell 47 Member of the compensation, audit and stock option
committees. Mr. O'Connell was a founder in 1988 of
Vestar. He is currently the Chief Executive Officer of
Vestar. Mr. O'Connell has been designated as a director
by Vestar pursuant to a Securityholders Agreement
between Vestar, us and other parties. Mr. O'Connell is
a graduate of Brown University and the Yale University
School of Management.
The Board of Directors has an audit committee, a compensation committee and
a stock option committee. The Board of Directors has no nominating committee;
nominees for election as directors are selected by the Board of Directors.
During 2000, there were three meetings of the audit committee, three meetings of
the compensation committee and three meetings of the stock option committee.
All of the respective committee members attended each of the committee meetings.
The audit committee consists of three directors, all of whom are independent
directors. The current members of the audit committee are Prakash Melwani, James
Marcus and Daniel O'Connell. Its functions include the following:
. recommend the appointment of independent auditors,
. review the arrangements for and scope of the audit by independent
auditors,
. review the independence of the independent auditors,
. consider the adequacy and effectiveness of the system of internal
accounting and financial controls and review any proposed corrective
actions,
. review and monitor our policies regarding business ethics and conflicts of
interest,
. discuss with management and the independent auditors our draft quarterly
interim and annual financial statements and key accounting and reporting
matters, and
. review the activities and recommendations of our accounting department.
The compensation committee consists of three directors, two of whom are
independent directors. The current members of the compensation committee are
Thomas Kempner, Daniel O'Connell and Michael Willner. The compensation committee
has authority to review and make recommendations to the Board of Directors with
respect to the compensation of our executive officers.
The stock option committee consists of two directors, each of whom is a
"non-employee" director. The current members of the stock option committee are
Thomas Kempner and Daniel O'Connell. The stock option committee administers our
1999 stock option plan and determines, among other things, the time or times at
which options will be granted, the recipients of grants, whether a grant will
consist of incentive stock options, nonqualified stock options and stock
appreciation rights (in tandem with an option or free-standing) or a combination
thereof, the option periods, whether an option is exercisable for Class A common
stock or Class B common stock, the limitations on option exercise and the number
of shares to be subject to such options, taking into account the nature and
value of services rendered and contributions made to our success. The stock
option committee also has authority to interpret the plan and, subject to
certain limitations, to amend provisions of the plan as it deems advisable.
4
During 2000, the Board of Directors held seven meetings and took action three
times by unanimous written consent. All of the directors attended at least 75%
of the aggregate number of meetings of the Board.
The Board of Directors recommends a vote FOR the election of the nominees
herein.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 28, 2001 with respect
to the beneficial ownership of our common stock by:
. each person who is known by us to beneficially own more than 5% of our
common stock;
. each of our directors; and
. all directors and executive officers as a group.
Unless otherwise indicated, the address of each person named in the table
below is Insight Communications Company, Inc., 810 Seventh Avenue, New York, New
York 10019. The amounts and percentage of common stock beneficially owned are
reported on the basis of regulations of the SEC governing the determination of
beneficial ownership of securities. Under the rules of the SEC, a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or to direct the voting of such
security, or "investment power," which includes the power to dispose of or to
direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which that person has a right to acquire
beneficial ownership within 60 days. Under these rules, more than one person may
be deemed a beneficial owner of the same securities and a person may be deemed
to be a beneficial owner of securities as to which such person has no economic
interest.
Class A Class B
Common Stock Common Stock Percent of
------------ ------------ Vote as a
Beneficial Owner Number % Number % Single Class(1)
---------------- ------ - ------ - ---------------
Sidney R. Knafel(2)(3) -- -- 4,009,932 38.8 26.2
Michael S. Willner(3)(4) -- -- 1,650,264 15.9 10.7
Kim D. Kelly(3)(5) -- -- 1,007,170 9.7 6.5
Thomas L. Kempner(6) 1,140,358 2.3 -- -- *
James S. Marcus -- -- 132,779 1.3 *
Prakash A. Melwani(7) 9,921,723 19.9 -- -- 6.5
Daniel S. O'Connell(7) 9,921,723 19.9 -- -- 6.5
Vestar Capital Partners III, L.P.(7) 9,921,723 19.9 -- -- 6.5
Andrew G. Knafel, Joshua Rubenstein
and William L. Scherlis, as trustees
under Trusts F/B/O Knafel
children(8) 45,369 * 3,354,737 32.8 22.0
Franklin Resources, Inc.
and affiliates(9)
777 Mariners Island Blvd.
San Mateo, CA 94403 4,038,891 8.1 -- -- 2.7
Westport Asset Management, Inc.
and affiliates(10)
253 Riverside Avenue
Westport, CT 06880 3,023,200 6.0 -- -- 2.0
Wallace R. Weitz & Company
and affiliates(11)
1125 South 103rd St., Suite 600
Omaha, Nebraska 68124 3,249,435 6.5 -- -- 2.1
All directors and executive officers
as a group (8 persons)(3)(12) 11,093,481 22.2 6,800,145 63.7 50.5
- ------------
* Less than 1%.
6
(1) Holders of Class A common stock are entitled to one vote per share and
holders of Class B common stock are entitled to ten votes per share. Holders
of both classes of common stock vote together as a single class on all
matters presented for a vote, except as otherwise required by law.
(2) Includes 3,471,477 shares held by ICI Communications, Inc., of which Mr.
Knafel is the sole stockholder, and 425,955 shares held by the estate of Mr.
Knafel's deceased wife. Also includes 112,500 shares issuable upon the
exercise of options granted pursuant to the Plan.
(3) Does not include those shares issuable upon the exercise of options granted
pursuant to the Plan which are not exercisable within 60 days.
(4) Includes 6,448 shares of Class B common stock held in trust for the benefit
of his minor children. Also includes 168,750 shares issuable upon the
exercise of options granted pursuant to the Plan.
(5) Includes 168,750 shares issuable upon the exercise of options granted
pursuant to the Plan.
(6) Represents 601,694 shares held by Loeb Investors Co. LIX and 538,664 shares
held by Loeb Investors Co. XXXVI, each of which may be deemed beneficially
owned by Mr. Kempner. Loeb Investor Co.'s address is 61 Broadway, New York,
New York 10006.
(7) Each of Mr. Melwani, a managing director of Vestar, and Mr. O'Connell, the
Chief Executive Officer of Vestar, may be deemed to beneficially own the
shares held by Vestar. Vestar's address is 245 Park Avenue, 41st floor, New
York, New York 10167.
(8) Includes 386,413 shares of Class B common stock held individually by Andrew
G. Knafel and 45,369 shares of Class A common stock held individually by
William L. Scherlis. Sidney Knafel expressly disclaims beneficial ownership
of the shares.
(9) Represents shares beneficially owned by Franklin Advisers, Inc. and
Franklin Management, Inc., subsidiaries of Franklin Resources, Inc., as
reported in a Schedule 13G filed in February 2001. Such report also
includes individual reporting persons who control Franklin Resources. All
of such reporting persons disclaim beneficial ownership of such shares.
(10) Represents shares beneficially owned by Westport Asset Management, Inc., as
reported in a Schedule 13G filed in February 2001. Such report also
includes Westport Advisers, LLC, an investment advisor of which it owns
50%. All of such reporting persons disclaim beneficial ownership of such
shares.
(11) Represents shares beneficially owned by Wallace R. Weitz & Company, as
reported in a Schedule 13G filed in February 2001. Such report also
includes an individual reporting person who controls Wallace R. Weitz &
Company. All of such reporting persons disclaim beneficial ownership of
such shares.
(12) Includes shares issuable upon the exercise of options granted pursuant to
the Plan.
EXECUTIVE COMPENSATION
Report of the Compensation Committee
The compensation committee, which is composed of two independent directors
(Thomas L. Kempner and Daniel S. O'Connell) and one inside director (Michael
Willner), is responsible for reporting to the Board of Directors concerning the
compensation policies followed by the committee in recommending to the Board
compensation for executive officers.
The base salaries and bonuses for executive officers for 2000 (other than for
Elliot Brecher) were determined on the same basis as the prior year, with no
change in base salary for any of the executives. These determinations were made
prior to the completion of our initial public offering on July 26, 1999. Prior
to the offering, we operated as a limited partnership known as Insight
Communications Company, L.P. ("Insight LP"), and our business and affairs were
managed by our ultimate general partner, ICI Communications, Inc. ("ICI").
Executive officer salaries were paid by ICI and reimbursed by Insight LP.
Executive officer compensation decisions were made by consensus between Michael
Willner, ICI's President and Chief Executive Officer, and Sidney Knafel, ICI's
Chairman of the Board who is the sole shareholder and director of ICI, without
any formal action. Mr. Willner determined for each executive officer a salary
that he believed to be reasonable based upon such officer's compensation during
the previous year, Insight LP's
7
performance during the previous year as compared to earlier years and such
officer's contribution to such performance. These salaries were then discussed
with and agreed to by Mr. Knafel. On this basis, bonuses were awarded to such
executive officers in 2000, as indicated in the Summary Compensation Table
below. Mr. Willner determined to keep 2000 base salaries for such executive
officers at the same levels established for 1999, pending implementation by the
committee of the compensation program discussed below. Base salary and bonus
range for 2000 were established for Mr. Brecher upon his joining the company, as
indicated in the Summary Compensation Table below.
As one of our principal stockholders, Mr. Willner's financial interests are
directly tied to our overall performance, as reflected in the price per share of
our common stock. For his services as chief executive officer, Mr. Willner's
future compensation will be determined in accordance with the compensation
policies outlined below.
The committee intends to utilize a program designed to attract, motivate and
retain highly skilled and effective executives who can achieve long-term success
in an increasingly competitive business environment and whose services we need
to maximize our return to stockholders. The program will be premised on the
belief that an executive's compensation should reflect his individual
performance and overall company performance, with an appropriate balance
maintained among the weightings of these potentially disparate performance
levels. The program will require flexibility in order to ensure that we can
continue to attract and retain executives with unique and special skills
critical to our success. Flexibility will also be necessary to permit
adjustments in compensation in light of changes in business and economic
conditions. The compensation of each executive officer will be reviewed annually
by the committee.
The committee will establish base salaries and award bonuses to executive
officers by measuring individual and company performance. The committee's annual
performance evaluation of each executive officer is subjective, will rely
heavily on the performance evaluation presented to the committee by our
President, and not upon an exact formula for determining the relative importance
of each of the factors considered, nor will there be a precise measure of how
each of the individual factors relates to the committee's recommendation with
respect to each executive officer's ultimate annual compensation.
Section 162(m) of the Internal Revenue Code limits deductions for certain
executive compensation in excess of $1 million. Certain types of compensation
in excess of $1 million are deductible only if (i) performance goals are
specified in detail by a compensation committee comprised solely of two or more
outside directors, (ii) payments are approved by a majority vote of the
stockholders prior to payment of such compensation, (iii) the material terms of
the compensation are disclosed to the stockholders and (iv) the compensation
committee certifies that the performance goals were in fact satisfied. While the
committee will give due consideration to the deductibility of compensation
payments on future compensation arrangements with our executive officers, the
committee will make its compensation decisions based upon an overall
determination of what it believes to be in the best interests of the company and
its stockholders, and deductibility will be only one among a number of factors
used by the committee in making its compensation decisions.
Compensation Committee of the Board of Directors
Thomas L. Kempner, Chairman
Daniel S. O'Connell
Michael S. Willner
8
Performance Graph
The following line graph compares the annual percentage change in the
cumulative total stockholder return on our Class A common stock with the
cumulative total return of The Nasdaq National Market Composite Index and the
cumulative total return of the Nasdaq Telecommunications Index (an index
containing performance data of radio, telephone, telegraph, television and cable
television companies) from July 21, 1999, the date our Class A common stock
commenced trading, through December 31, 2000. The performance graph assumes
that an investment of $100 was made in the Class A common stock and in each
Index on July 21, 1999, and that all dividends were reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURNS
Value of $100 Invested on July 21, 1999
---------------------------------------
[GRAPH APPEARS HERE]
7/21/99 12/31/99 12/31/00
-------- --------- ---------
Insight Communications Company, Inc. $ 100 $ 99 $ 79
Nasdaq National Market Composite Index 100 148 90
Nasdaq Telecommunications Index 100 149 68
We believe that the foregoing information provided has only limited relevance
to an understanding of our compensation policies during the indicated periods
and does not reflect all matters appropriately considered in developing our
compensation strategy. In addition, the stock price performance shown on the
graph is not necessarily indicative of future price performance.
9
The following table summarizes the compensation for services rendered paid in
1998, 1999 and 2000 to the Chief Executive Officer and our other executive
officers (collectively, the "Named Executive Officers").
Summary Compensation Table
Long-Term
Annual Compensation Compensation Awards
--------------------- ------------------------
Restricted Securities
Stock Underlying All Other
Name and Salary Bonus Awards Options Compensation
Principal Position Year ($) ($) ($)(1) (#) ($)(2)
- --------------------------------- ---- --------- -------- ---------- ---------- ------
Sidney R. Knafel 2000 250,000 __ __ __
Chairman of the Board 1999 250,000 __ __ 562,500 7,605
1998 248,664 __ __ __ 1,615
Michael S. Willner 2000 500,000 150,000 __ __
President and Chief 1999 500,000 100,000 __ 843,750 5,538
Executive Officer 1998 435,616 30,000 __ __ 1,646
Kim D. Kelly 2000 450,000 135,000 __ __
Executive Vice 1999 450,000 90,000 __ 843,750 6,417
President and Chief 1998 386,927 25,000 __ __ 3,828
Financial and
Operating Officer
Elliot Brecher(3) 2000 275,000 55,000 __ 50,000 __
Senior Vice President,
General Counsel
- -----------
(1) All of the partners of Insight LP exchanged their partnership interests in
Insight LP for shares of our common stock upon the closing of our initial
public offering. At the same time, the general partner distributed to
certain of our employees a number of shares of common stock representing
their respective percentage equity interests in the general partner.
Although certain of such shares representing equity interests in the
general partner were reportable as income to the employees, the above table
does not distinguish between such exchanged interests and the other
interests in the general partner which were exchanged at the same time.
(2) Amounts for 1999 and 2000 include: (i) contributions made by us on behalf
of the Named Executive Officers to our 401(k) Plan (Sidney Knafel: $1,875
and $2,125.20; Michael Willner: $1,667 and $4,250; Kim Kelly: $3,750 and
$4,250; and Elliot Brecher: $4,250) and (ii) life insurance premiums and
group term life insurance premiums paid by us on behalf of the Named
Executive Officers (Sidney Knafel: $5,730 and $15,474; Michael Willner:
$3,871 and $4,056; and Kim Kelly: $2,667 and $2,733).
(3) We have agreed to employ Mr. Brecher as Senior Vice President, General
Counsel through December 31, 2002. Under the agreement, Mr. Brecher's
annual base salary is $275,000, with discretionary annual increases, and an
annual bonus based upon a percentage of base salary. The agreement provides
for certain payments in the event of termination under certain
circumstances.
10
The following table sets forth information at fiscal year-end 2000
concerning stock options held by the Named Executive Officers in the Summary
Compensation Table. No options held by such individuals were exercised during
2000.
Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options At Fiscal Year-End(#) At Fiscal Year-End($)(1)
----------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------- -------------- ----------- -------------
Sidney R. Knafel 112,500 450,000 0 0
Michael S. Willner 168,750 675,000 0 0
Kim D. Kelly 168,750 675,000 0 0
Elliot Brecher 10,000 40,000 11,250 45,000
(1) The value of the unexercised options was calculated as the difference
between the exercise price of the options and $23.50, the fair market value
of our common stock as of December 31, 2000, multiplied by the number of
options outstanding.
Compensation of Directors
Those directors who are not also our employees receive an annual retainer
fee of $25,000, which may, at the election of the director, be in the form of
cash or five-year stock options to purchase our Class A common stock. Non-
employee directors also receive reimbursement of out-of-pocket expenses incurred
for each Board or committee meeting attended.
1999 Stock Option Plan
The Board of Directors adopted the Insight Communications Company, Inc.
1999 Stock Option Plan as of June 24, 1999. We reserved 5,000,000 shares of
common stock with respect to which options and stock appreciation rights
("SARs") may be granted under the Plan. The purpose of the Plan is to promote
the interests of Insight and its stockholders by strengthening our ability to
attract and retain competent employees, to make service on our Board of
Directors more attractive to present and prospective non-employee directors and
to provide a means to encourage stock ownership and proprietary interest in
Insight by officers, non-employee directors and valued employees and other
individuals upon whose judgment, initiative and efforts the financial growth of
Insight largely depends.
The Plan may be administered by either the entire Board of Directors or a
committee consisting of two or more members of the Board of Directors, each of
whom is a "non-employee director" (as defined in Rule 16b-3 under the Securities
Exchange Act of 1934). The Plan is currently administered by a stock option
committee of the Board of Directors consisting of two non-employee directors,
Thomas L. Kempner and Daniel S. O'Connell.
Incentive stock options ("ISOs") may be granted only to officers and key
employees of Insight and its subsidiaries. Nonqualified stock options and SARs
may be granted to such officers and employees as well as to our agents,
directors and consultants. In determining the eligibility of an individual for
grants under the Plan, as well as in determining the number of shares to be
optioned to any individual, the stock option committee takes into account the
recommendations of our Chairman of the Board, Sidney R. Knafel, the position and
responsibilities of the individual being considered, the nature and value to
Insight or its subsidiaries of his or her service or accomplishments, his or her
present or potential contribution to the success of Insight or its subsidiaries,
the number and terms of options and SARs already held by an individual and such
other factors as the stock option committee may deem relevant. In making
recommendations to the stock option committee, Mr. Knafel focuses upon
individuals
11
who would be motivated by a direct economic stake in the equity of Insight.
Options may provide for their exercise into shares of any class of our common
stock, Class A or Class B. Under an agreement with Vestar, we have agreed not to
grant options for Class B common stock representing in excess of 6% of the
fully-diluted shares.
The Plan provides for the granting of ISOs to purchase common stock at
not less than the fair market value on the date of the option grant and the
granting of nonqualified options and SARs with any exercise price. SARs granted
in tandem with an option have the same exercise price as the related option. The
Plan contains limitations applicable only to ISOs granted thereunder. To the
extent that the aggregate fair market value, as of the date of grant, of the
shares to which ISOs become exercisable for the first time by an optionee during
the calendar year exceeds $100,000, the option will be treated as a nonqualified
option. In addition, if an optionee owns more than 10% of the total voting power
of all classes of Insight's capital stock at the time the individual is granted
an ISO, the option price per share cannot be less than 110% of the fair market
value per share and the term of the ISO cannot exceed five years. No option or
SAR may be granted under the Plan after June 25, 2009, and no option or SAR may
be outstanding for more than ten years after its grant.
Upon the exercise of an option, the holder must make payment of the full
exercise price. Such payment may be made in cash, check or, under certain
circumstances, in shares of any class of our common stock, or any combination
thereof. SARs, which give the holder the privilege of surrendering such rights
for the appreciation in the common stock between the time of the grant and the
surrender, may be settled, in the discretion of the Board or committee, as the
case may be, in cash, common stock, or in any combination thereof. The exercise
of an SAR granted in tandem with an option cancels the option to which it
relates with respect to the same number of shares as to which the SAR was
exercised. The exercise of an option cancels any related SAR with respect to the
same number of shares as to which the option was exercised. Generally, options
and SARs may be exercised while the recipient is performing services for Insight
and within three months after termination of such services.
The Plan may be terminated at any time by the Board of Directors, which
may also amend the Plan, except that without stockholder approval, it may not
increase the number of shares subject to the Plan or change the class of persons
eligible to receive options under the Plan.
401(k) Plan
We maintain a 401(k) retirement plan established in conformity with
Section 401(k) of the Internal Revenue Code of 1986 covering all of our eligible
employees. Pursuant to the 401(k) plan, employees may elect to defer up to 15%
of their current pre-tax compensation and have the amount of such deferral
contributed to the 401(k) Plan. The maximum elective deferral contribution was
$10,500 in 2000, subject to adjustment for cost-of-living in subsequent years.
Certain highly compensated employees may be subject to a lesser limit on their
maximum elective deferral contribution. The 401(k) plan permits, but does not
require, matching contributions and non-matching (profit sharing) contributions
to be made by us up to a maximum dollar amount or maximum percentage of
participant contributions, as determined annually by us. We match employee
contributions on a quarterly basis in an amount equal to 100% of an employee's
contributions for the quarter, but not exceeding 5% of the employee's pre-tax
compensation for the quarter. The 401(k) plan provides that half of our matching
contribution is made in the form of our Class A common stock and the other half
is made in cash. The stock is contributed after each calendar quarter with
respect to such quarter based upon the closing price as of the last day of such
quarter. The 401(k) plan applies a three-year vesting schedule to all of our
matching contributions, which commences on the employees' first employment date
and expires on the employees' third anniversary date. The 401(k) plan is
qualified under Section 401 of the Internal Revenue Code so that contributions
by employees and employer, if any, to the 401(k) plan, and income earned on plan
contributions, are not taxable to employees until withdrawn from the 401(k)
plan, and so that contributions by us, if any, will be deductible by us when
made.
Compensation Committee Interlocks and Insider Participation
Currently, the members of the compensation committee are Thomas L.
Kempner, Daniel S. O'Connell and Michael S. Willner, our President and Chief
Executive Officer.
12
AUDIT COMMITTEE REPORT
The audit committee, which is composed of three independent directors
(Prakash A. Melwani, James S. Marcus and Daniel S. O'Connell), operates under a
written charter adopted by the Board of Directors, which is attached as Exhibit
A to this Proxy Statement. Among its functions, the committee recommends to the
Board of Directors the selection of independent auditors.
Management has the primary responsibility for the financial statements and
the reporting process, including the systems of internal controls, and the
independent auditors are responsible for auditing those financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. The committee's responsibility is to oversee the financial reporting
process on behalf of the Board of Directors and to report the result of their
activities to the Board of Directors.
In this context, the committee has met and held discussions with
management and the independent auditors. Management represented to the committee
that our financial statements were prepared in accordance with generally
accepted accounting principles, and the committee has reviewed and discussed the
financial statements with management and the independent auditors. The committee
discussed with the independent auditors matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees).
The independent auditors also provided to the committee the written
disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the committee discussed
with the independent auditors their independence and considered the
compatibility of nonaudit services with the auditors' independence.
Based upon the committee's discussion with management and the independent
auditors and the committee's review of the representation of management and the
report of the independent auditors to the committee, and relying thereon, the
committee recommended that the Board of Directors include the audited financial
statements in our Annual Report on Form 10-K for the year ended December 31,
2000 filed with the Securities and Exchange Commission.
Audit Committee of the Board of Directors
Prakash A. Melwani, Chairman
James S. Marcus
Daniel S. O'Connell
CERTAIN TRANSACTIONS
On November 17, 1999, Insight Interactive, LLC, our wholly-owned
subsidiary, formed a joint venture with Source Media, Inc. known as SourceSuite,
LLC to conduct all lines of business of Source Media relating to its
VirtualModem and Interactive Channel products and businesses. We capitalized the
joint venture with $13.0 million in exchange for our 50% equity interest. As
part of the transaction, Insight Interactive acquired 842,105 shares of Source
Media's common stock for $12.0 million and warrants to purchase up to an
additional 4,596,786 shares at an exercise price of $20 per share.
Insight Interactive also received a share of non-participating preferred
stock of Source Media, which provides us with the right to designate three
members of the board of directors of Source Media. The designees are Sidney R.
Knafel, our Chairman of the Board, Michael S. Willner, our President and Chief
Executive Officer, and Kim D. Kelly, our Executive Vice President, Chief
Operating and Financial Officer.
We are currently providing the joint venture's interactive services to
customers of our systems under a letter of intent entered into on July 29, 1998.
Pursuant to the letter of intent, we pay a monthly license fee for the right to
distribute LocalSource in an amount that is based on the number of digital
customers as adjusted for penetration. We and Source Media share 50% of all
revenues, other than advertising revenues, generated by LocalSource.
13
On March 3, 2000, the joint venture's VirtualModem business was sold to
Liberate Technologies in exchange for the issuance to each of Insight
Interactive and Source Media of 886,000 shares of Liberate common stock. Our
joint venture with Source Media continues to own and operate its programming
assets, LocalSource and SourceGuide, and has entered into preferred content and
programming services agreements with Liberate.
In connection with our initial public offering, we issued a total of
1,412,181 shares of common stock to our employees, including executive officers
and directors. In October 1999 and April 2000, we made loans to certain of these
employees, the proceeds of which were used to satisfy the individual income tax
withholding obligations with respect to the receipt of these shares. In the
aggregate, these loans total approximately $14.0 million, including $9.6 million
to our executive officers and directors. These non-recourse loans are
represented by notes, which are secured by the shares of common stock received
by the individuals. The loans mature on October 1, 2004 and bear interest at the
rate of 5.07% per annum, with accrued interest payable on October 1 of each
year, commencing October 1, 2001. The loans, including accrued interest, are
payable by employees 180 days following the termination of their employment. On
March 8, 2001, the Board of Directors adopted a program designed to afford
employees who received such shares in connection with the initial public
offering with the intended benefits by amending the prior notes to reduce the
adverse consequences incident thereto. Accordingly, under this program, we may
forgive the accrued interest due from an employee on each interest payment date
provided such employee continues to be employed in good standing on such date,
with an additional payment to cover the income taxes due as a result of the
forgiveness and such additional payment. The employee would be required to pay
us an amount equal to any benefit realized by claiming a deduction for any
forgiven interest. The proceeds of any sales of the pledged shares must be
applied towards early prepayment of the loans, with the exception of certain
"qualifying sales" and sales by an employee which would not result in the value
of such employee's pledged shares being reduced to less than 200% of the
principal amount of the employee's note. The program contemplates two categories
of "qualified sales": a taxable transaction and a tax-free reorganization. If an
employee's pledged shares are sold in a qualifying taxable sale, we will forgive
all accrued interest and a portion of the loan so that the employee will only
repay an amount that is equal to the excess of the tax the employee would have
paid in the transaction had the amount received for the shares been treated as
long-term capital gain where the employee held the shares at a zero basis (i.e.,
as if the employee had not been taxed upon initial receipt of the shares) over
the amount of tax actually paid by the employee in connection with the
transaction. Alternatively, if the employee's pledged shares are exchanged for
other shares in a qualifying tax-free transaction, we will forgive all accrued
interest and a portion of the loan equal to the amount by which the principal
exceeds one-half of the amount of tax the employee would have had to pay had the
transaction been a taxable sale and the employee held the shares at a zero
basis. In each case, we will make an additional payment to the employee to cover
the income taxes due as a result of the forgiveness and such additional payment.
If an employee dies or becomes permanently disabled or is terminated other than
for cause on, or within one year after, certain specified "change in control"
transactions, we will forgive all principal and accrued interest on the loan,
with an additional payment to cover the income taxes due as a result of the
forgiveness and such additional payment.
On August 8, 2000, Insight Ohio purchased its non-voting common equity
interest held by Coaxial Communications of Central Ohio, Inc. for 800,000 shares
of our Class A common stock plus $2.6 million in cash. In connection with the
purchase, Insight Ohio's operating agreement was amended to, among other things,
(i) remove certain special rights of the principals of Coaxial Communications'
shareholders (the "Coaxial Entities"), (ii) vest in the common equity interests
of Insight Ohio 70% of its total voting power and in the preferred equity
interests of Insight Ohio 30% of its total voting power and (iii) make Insight
LP the manager. Coaxial Communications retained its preferred interests in
Insight Ohio and we became the sole owner of the common equity interests of
Insight Ohio.
We also agreed that if the Coaxial 10% senior notes or the Coaxial 127/8%
senior discount notes are repaid or modified, or at any time after August 15,
2008, the principals of the Coaxial Entities may require us to purchase their
interests in the Coaxial Entities for $32.6 million, with credit given toward
that amount for the value at such time of the 800,000 shares described above.
The amount due to the principals of the Coaxial Entities will be payable, at our
option, in cash or in additional shares of our Class A common stock.
14
Insight Midwest Partnership Agreement
At any time after December 31, 2005 (other than at certain times
specified in the Insight Midwest partnership agreement), either AT&T Broadband
or Insight LP (the "Initiating Partner") will have the right to commence the
split-up process described below by delivering a notice to the other partner
(the "Non-Initiating Partner"). The Non-Initiating Partner will have the right
to postpone the split-up process one time only for a period of six months,
subject to certain restrictions in our partnership agreement.
The Initiating Partner will be required to divide the assets and
liabilities of Insight Midwest into two groups of as nearly equal gross fair
market values as possible, such that certain specified systems cannot be divided
between the two groups and the net fair market values (i.e., taking liabilities
into account) of the two groups are equal. The Non-Initiating Partner will have
the right to select which of the two asset groups it desires to acquire from
Insight Midwest in redemption of its ownership interest, provided that if the
Non-Initiating Partner does not agree that the Initiating Partner's division of
Insight Midwest's assets and liabilities complies with the requirements of the
Insight Midwest partnership agreement, it will have the right to propose its own
division of Insight Midwest's assets and liabilities. If the Non-Initiating
Partner proposes its own division of asset groups and the partners cannot agree
on two asset groups within ninety days, the partners will engage a mutually
satisfactory investment banking firm or appraisal firm to select which partner's
division of Insight Midwest assets and liabilities most closely complies with
the requirements of Insight Midwest's partnership agreement. The partner whose
asset group division is not selected by the firm will have the right to select
which of the two asset groups designated by the other partner it desires to
acquire from Insight Midwest in redemption of its ownership interest.
If the partners become obligated to consummate the split-up process in
accordance with Insight Midwest's partnership agreement and either partner
defaults in its obligation, then the non-defaulting partner will have the right
to cause Insight Midwest to be liquidated and dissolved in accordance with the
liquidation provisions of Insight Midwest's partnership agreement or to
terminate the split-up process and continue Insight Midwest's partnership.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, with the concurrence of the audit committee, has
selected Ernst & Young LLP as our independent auditors for 2001. Although
stockholder ratification of the Board of Directors' action in this respect is
not required, the Board of Directors considers it desirable for stockholders to
pass upon such appointment. If the stockholders do not ratify the appointment of
Ernst & Young LLP, the engagement of independent auditors will be reevaluated by
the Board of Directors.
Representatives of Ernst & Young LLP are expected to attend the meeting,
will have an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions from stockholders.
Audit Fees
The aggregate fees billed for professional services for the audit of our
financial statements for the year ended December 31, 2000 and for the reviews of
the financial statements included in our Quarterly Reports on Form 10-Q for such
year is $540,500.
Financial Information Systems Design and Implementation Fees
The aggregate fees billed for professional services rendered by Ernst &
Young LLP during the year ended December 31, 2000 related to financial systems
design and implementation is $500,000. Such amount consists entirely of fees
billed by the E&Y consulting group prior to its sale on May 27, 2000, to Cap
Gemini, a separate French public company.
15
All Other Fees
The aggregate fees billed for services rendered by Ernst & Young LLP
other than as described above during the year ended December 31, 2000 is
$530,000.
The Board of Directors recommends a vote FOR ratification of the appointment
of Ernst & Young LLP.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and persons who own beneficially more than 10% of our common
stock to file reports of ownership and changes in ownership of such common stock
with the Securities and Exchange Commission, and to file copies of such reports
with us. Based solely upon a review of the copies of such reports filed with us,
we believe that during 2000 such reporting persons complied with the filing
requirements of said Section 16(a).
ANNUAL REPORT
Our 2000 Annual Report is being mailed to stockholders together with this
proxy statement. No part of such Annual Report shall be regarded as proxy-
soliciting material or as a communication by means of which any solicitation is
being or is to be made. We will provide without charge to each of our
stockholders, upon the written request of any such stockholders, a copy of our
Annual Report on Form 10-K for the year ended December 31, 2000, exclusive of
exhibits. Written requests for such Form 10-K should be sent to Colleen Quinn,
Senior Vice President of Corporate Relations, 810 7th Avenue, New York, New York
10019.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
meeting. However, if other matters should come before the meeting, it is the
intention of each person named in the proxy to vote such proxy in accordance
with his or her judgment on such matters.
2002 STOCKHOLDER PROPOSALS
Stockholders are entitled to submit proposals on matters appropriate for
stockholder action consistent with regulations of the Securities and Exchange
Commission. In order for stockholder proposals for the 2002 Annual Meeting of
Stockholders to be eligible for inclusion in our proxy statement, they must be
received by our Secretary at our principal executive offices not later than
December 17, 2001.
Stockholders intending to present a proposal at the 2002 Annual Meeting
of Stockholders, but not to include the proposal in our proxy statement, must
comply with the requirements set forth in our Bylaws. Our Bylaws require, among
other things, that a stockholder must submit a written notice of intent to
present such a proposal that is received by our Secretary no more than 90 days
and no less than 60 days prior to the anniversary of the first mailing of our
proxy statement for the immediately preceding year's annual meeting. Therefore,
we must receive notice of such proposal for the 2002 Annual Meeting no earlier
than January 16, 2002 and no later than February 15, 2002. If the notice is
received before January 16, 2002 or after February 15, 2002, it will be
considered untimely and we will not be required to present it at the 2002 Annual
Meeting.
16
Exhibit A
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INSIGHT COMMUNICATIONS COMPANY, INC.
--------------------------
Audit Committee Charter
--------------------------
Organization. This charter governs the operations of the Audit Committee (the
------------
"Committee") of Insight Communications Company, Inc. (the "Company"). The
Committee shall review and reassess the charter at least annually and obtain the
approval of the Board of Directors. The Committee shall be appointed by the
Board of Directors and shall comprise at least three directors, each of whom are
independent of management and the Company. Members of the Committee shall be
considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company. All committee
members shall be financially literate, and at least one member shall have
accounting or related financial management expertise.
Statement of Policy. The Committee shall provide assistance to the Board of
-------------------
Directors in fulfilling their oversight responsibility to the stockholders,
potential stockholders, the investment community and others relating the
Company's financial statements and the financial reporting process, the systems
of internal accounting and financial controls, the audit of the Company's
financial statements, and the legal compliance and ethics programs as
established by management and the Board. In so doing, it is the responsibility
of the Committee to maintain free and open communication between the Committee,
the auditors and management of the Company. In discharging its oversight role,
the Committee is empowered to investigate any matter brought to its attention
with full access to all books, records, facilities and personnel of the Company.
Responsibilities and Processes. The primary responsibility of the Committee is
------------------------------
to oversee the Company's financial reporting process on behalf of the Board and
report the results of their activities to the Board. Management is responsible
for preparing the Company's financial statements, and the independent auditors
are responsible for auditing those financial statements. The Committee in
carrying out its responsibilities believes its policies and procedures should
remain flexible, in order to best react to changing conditions and
circumstances. The Committee should take the appropriate actions to set the
overall corporate "tone" for quality financial reporting, sound business risk
practices, and ethical behavior.
The following shall be the principal recurring processes of the Committee in
carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Committee may supplement them as
appropriate.
. The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board and the Committee, as representatives of the
Company's stockholders. The Committee shall have the ultimate authority and
responsibility to evaluate and, where appropriate, replace the
independent auditors. The Committee shall discuss with the auditors their
independence from management and the Company and the matters included in the
written disclosures required by the Independence Standards Board. Annually,
the Committee shall review and recommend to the Board the selection of the
Company's independent auditors.
. The Committee shall discuss with the auditors the overall scope and plans
for their audits including the adequacy of staffing and compensation. Also,
the Committee shall discuss with management and the auditors the adequacy
and effectiveness of the accounting and financial controls, including the
Company's system to monitor and manage business risk, and legal and ethical
compliance programs. Further, the Committee shall meet separately with the
auditors, with and without management present, to discuss the results of
their examinations.
. The Committee shall review the interim financial statements with management
and the independent auditors prior to the filing of the Company's Quarterly
Reports on Form 10-Q. Also, the Committee shall discuss the results of the
quarterly review and any other matters required to be communicated to the
Committee by the independent auditors under generally accepted auditing
standards. The Chairman of the Committee may represent the entire Committee
for the purposes of this review.
. The Committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form
10-K (or the annual report to stockholders if distributed prior to the
filing of the Form 10-K), including their judgment about the quality, not
just acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the financial
statements. Also, the Committee shall discuss the results of the annual
audit and any other matters required to be communicated to the Committee by
the independent auditors under generally accepted auditing standards.
Insight Communications Company, Inc. VOTE BY TELEPHONE OR INTERNET
24 HOURS A DAY, 7 DAYS A WEEK
TELEPHONE
1-800-648-2029
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the simple directions.
INTERNET
http://proxy.shareholder.com/icci
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the website. You will be prompted to enter your control number, located
in the box below, to create an electronic ballot.
MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we have provided.
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned the proxy card.
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If you have submitted your proxy by telephone or the Internet there is no need
for you to mail back your proxy.
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CALL TOLL-FREE TO VOTE . IT'S FAST AND CONVENIENT CONTROL NUMBER FOR
- ------------------------------------------------- TELEPHONE OR INTERNET VOTING
1-800-648-2029 ----------------------------
- -------------------------------------------------
DETACH PROXY CARD HERE IF YOU ARE NOT
VOTING BY TELEPHONE OR INTERNET
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THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR PROPOSALS 1 AND 2.
1. Election of Directors FOR all nominees [x]
listed below
WITHHOLD AUTHORITY to vote [x]
for all nominees listed below.
*EXCEPTIONS [x]
The nominees for the board of directors are: 01 - Sidney R. Knafel, 02 -
Michael S. Willner, 03 - Kim D. Kelly, 04 - Thomas L. Kempner, 05 - James S.
Marcus, 06 - Prakash A. Melwani, 07 - Daniel S. O'Connell
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions
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2. Selection of Independent Auditors.
FOR [x] AGAINST [x] ABSTAIN [x]
Change of Address and
or Comments Mark Here [x]
Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or Guardian, please give
full title as such.
DATE: , 2001
-------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature
- --------------------------------------------------------------------------------
Signature
Sign, Date and Return the Proxy Card Votes must be indicated
in the Enclosed Envelope. (x) in Black or Blue ink. [x]
- --------------------------------------------------------------------------------
Please Detach Here
\/ You Must Detach This Portion of the Proxy Card \/
Before Returning it in the Enclosed Envelope
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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INSIGHT COMMUNICATIONS COMPANY, INC.
ANNUAL MEETING OF STOCKHOLDERS
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Michael S. Willner and Kim D. Kelly as
proxies, each with the power of substitution, and hereby authorizes them to vote
all shares of Class A and Class B Common Stock of the undersigned at the 2001
Annual Meeting of the Company, to be held at the JW Marriott Hotel New York, 151
West 54th Street, New York, New York, at 11 a.m. on Monday, May 7, 2001, and any
adjournment or postponement thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED "FOR" THE PROPOSALS SET FORTH ON THE REVERSE SIDE.
(Continued, and please sign, on reverse side)
INSIGHT COMMUNICATIONS COMPANY, INC.
P.O. BOX 11440
NEW YORK, N.Y. 10203-0440
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