UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
INSIGHT COMMUNICATIONS COMPANY, INC.
(Name of Registrant as Specified in its Charter)
________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________________________________________________________
4) Proposed maximum aggregate value of transaction: ____________________
5) Total fee paid:
_____________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: _____________________________________________
2) Form, Schedule or Registration Statement No.:________________________
3) Filing Party: ______________________________________________________
4) Date Filed: ________________________________________________________
INSIGHT COMMUNICATIONS COMPANY, INC.
810 7th Avenue
New York, New York (10019)
SPECIAL MEETING IN LESS THAN TEN DAYS
YOUR VOTE IS REQUESTED.
Dear Fellow Stockholder: December 7, 2005
The Special Meeting of Stockholders of Insight Communications Company, Inc.
to be held on December 16, 2005, is less than ten days away. We urge you to
participate by voting your shares today.
According to our latest records, we have not yet received your proxy for this
important meeting. Insight's board of directors unanimously recommends that
you vote FOR the adoption and approval of the merger agreement and FOR the
proposed amendment to the certificate of incorporation.
Whether you are a continuing investor or a public stockholder, your
participation is needed to help us reach the vote requirement. Your failure to
vote will have the same effect as voting against the merger. Please vote your
shares immediately to ensure your shares are represented at this important
meeting.
You may vote by telephone, via the Internet, or by signing, dating and
returning the enclosed duplicate proxy or voting instruction card in the
postage-paid return envelope provided.
Thank you for your cooperation and continued support.
Sincerely,
/s/SIDNEY R. KNAFEL
-------------------------------
CHAIRMAN OF THE BOARD
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IMPORTANT RECENT DEVELOPMENT
Institutional Shareholder Services (ISS), a leading independent proxy
voting advisory firm which advises institutional investors, recommended that
stockholders of Insight vote "FOR" the merger agreement and the charter
amendment.
In making its recommendation, ISS concluded that, "Based on our
review of the terms of the transaction...including the merger premium and the
increase in the offer price per Class A common share subsequent to the initial
announcement of the transaction, we believe that the merger agreement warrants
shareholder support".
ISS is a leading provider of corporate governance services.
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3 EASY WAYS TO VOTE
Help your company avoid the expense of further solicitation by voting today.
You may use one of the following simple methods to vote your shares:
1. Vote by Telephone. Call the toll-free number listed for this purpose on
your proxy or voting instruction card. Have your control number listed
on the card ready and follow the simple instructions.
2. Vote by Internet. Go to the website listed on your proxy or voting
instruction card. Have your control number listed on the card ready and
follow the simple instructions.
3. Vote by Mail. Mark, sign, date and return your proxy or voting instruction
card in the postage-paid return envelope provided.
PLEASE ACT TODAY
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YOUR VOTE IS IMPORTANT
Please help your company save additional solicitation costs by signing, dating
and mailing your proxy or voting instruction card today. Remember, a failure to
vote is equivalent to a vote "against" the merger agreement. Internet and
telephone voting are also available. Please refer to your proxy or voting
instruction card for instructions. Street name stockholders: Your broker or
bank cannot vote your shares unless it receives your instructions. Please
promptly vote your shares. If you have any questions or need assistance voting
your shares, please call D. F. King & Co., Inc., who is assisting us, toll-free
at 1-888-605-1957.
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INSIGHT COMMUNICATIONS COMPANY, INC.
SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael Willner and Elliot Brecher as
proxies, each with the power of substitution, and hereby authorizes them to vote
all shares of Class A Common Stock and Class B Common Stock of the undersigned
at the special meeting of Insight's stockholders, to be held at The
Michelangelo, 152 West 51st Street, New York, New York, at 9:30 a.m. on December
16, 2005, 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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Insight Communications Company, Inc. YOUR VOTE IS IMPORTANT
VOTE BY
INTERNET/TELEPHONE
24 HOURS A DAY, 7 DAYS A WEEK
INTERNET TELEPHONE MAIL
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https://www.proxyvotenow.com/icc 1-866-257-2286
o Go to the website o Use any touch-tone o Mark, sign
address listed above. telephone. and date your
proxy card.
o Have your proxy card OR o Have your proxy card OR o Detach your
ready. ready. proxy card.
o Follow the simple o Follow the simple o Return your
instructions that appear recorded instructions. proxy card in
on your computer screen. the postage-
paid envelope.
If you have submitted your proxy by Your telephone or Internet vote
by telephone or the Internet there authorizies the named proxies
is no need for you to mail back to vote your shares in the same
your proxy. manner as if you marked, signed
and returned the proxy card.
1-866-257-2286
CALL TOLL-FREE TO VOTE
DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET
Sign, Date and Return the Proxy Card [X]
in the Enclosed Envelope. Votes must be indicated
(x) in Black or Blue ink.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
1.
To adopt and approve the Agreement and Plan of Merger, dated as of July 28,
2005, between Insight Communications Company, Inc. and Insight Acquisition
Corp., as it may be amended from time to time, which, among other things,
provides for the merger of Insight Acquisition Corp. with and into Insight
Communications Company, Inc., with Insight Communications Company, Inc.
continuing as the surviving corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2.
To approve an amendment to the Restated Certificate of Incorporation of
Insight Communications Company, Inc., which would make Section 5.6 of the
Restated Certificate of Incorporation inapplicable to the merger between
Insight Communications Company, Inc. and Insight Acquisition Corp. and the
other transactions contemplated by the merger agreement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3.
To approve any motion to adjourn the special meeting to a later date to
solicit additional proxies if there are insufficient votes at the time of
the special meeting to approve Proposal 1 or Proposal 2.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4.
In their discretion, the proxies are authorized to transact such other
business as may properly come before the special meeting or any adjournments
or postponements of the special meeting.
To change your address, please mark this box. [ ]
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. If a corporation, please sign in full corporate name
by authorized officer, giving full title. If a partnership, please sign in
partnership name by authorized person, giving full title.
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Date Share Owner Sign Here Co-Owner Sign Here
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