Exhibit 99.3
CONFIDENTIAL MEMORANDUM
To: Former Employees of Insight
From: Sidney R. Knafel
Michael S. Willner
Date: September 16, 2005
Re: Going Private Transaction
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As you may be aware, on July 28, 2005, we entered into a merger agreement with
Insight Acquisition Corp., a corporation organized by affiliates of The Carlyle
Group for the sole purpose of effecting the merger and related transactions. The
transaction would have the effect of taking Insight private through the
acquisition of all of the outstanding publicly-held shares of Insight.
Consummation of the transaction is subject to stockholder approval (including
approval by a majority of the disinterested public stockholders) and the
satisfaction of a number of other legal requirements, including rules and
regulations issued by the Securities and Exchange Commission. If the proposed
transaction is consummated, the currently outstanding shares of Insight's common
stock, other than certain shares held by certain continuing investors, would
receive a cash payment equal to $11.75 per share.
Insight's records indicate that you presently own the Insight equity set forth
on the attached Statement of Equity Holdings. If you believe any of this
information is incorrect, please contact Gerald Isaacs, Human Resources
Coordinator, as soon as possible. Attached to the Statement of Equity Holdings
are appendices that describe the treatment of your equity holdings in the
proposed transaction. Certain of these documents also contain brief descriptions
of certain federal income tax consequences associated with the going-private
proposal. Of course, tax consequences may vary depending upon individual
circumstances and these materials are not intended to provide you with tax
advice. Accordingly, we urge you to consult with your personal tax adviser
regarding your own federal income tax consequences, as well as any state and
local tax consequences.
If the transaction is not approved by the stockholders or does not otherwise
close, Insight would continue operating as a public company and your equity
holdings would be unaffected.
THIS MEMORANDUM IS NOT A SOLICITATION OF A PROXY OR A SUBSTITUTE FOR ANY PROXY
STATEMENT OR OTHER FILINGS THAT WILL BE MADE WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC"). YOU ARE URGED TO THOROUGHLY REVIEW AND CONSIDER INSIGHT'S
PRELIMINARY PROXY STATEMENT FILED WITH THE SEC AND ANY OTHER MATERIAL RELATED TO
THE TRANSACTION WHEN FILED WITH THE SEC BECAUSE THEY DO AND WILL CONTAIN
IMPORTANT INFORMATION. ANY SUCH DOCUMENTS, ONCE FILED, WILL BE AVAILABLE FREE OF
CHARGE AT THE SEC'S WEBSITE (WWW.SEC.GOV) AND FROM INSIGHT. YOU SHOULD NOT PUT
UNDUE RELIANCE ON THE PRELIMINARY PROXY STATEMENT, AS IT IS NOT COMPLETE AND
REMAINS SUBJECT TO REVIEW BY THE SEC AND INSIGHT AND CHANGES MAY BE SUBSTANTIAL.
September 16, 2005
INSIGHT COMMUNICATIONS COMPANY, INC.
STATEMENT OF EQUITY HOLDINGS
NAME:
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I. CURRENT OPTION HOLDINGS - SEE ATTACHED "STOCK OPTION APPENDIX" FOR
EXPLANATION
Cash At Closing
Current Options Exercise Price (before taxes)
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II. NEW PARTICIPATING COMMON STOCK to be granted (subject to specific terms and
conditions) after closing - SEE ATTACHED "STOCK OPTION APPENDIX" FOR
EXPLANATION
Shares of Series E
Non-Voting Common Participation Level
Stock Threshold
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III. 401(K) SHARES - SEE ATTACHED "401(K) APPENDIX" FOR EXPLANATION
Shares of Class A Cash to be
Common Stock Received in
Currently Held in 401(k) at Closing
401(k)
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IV. DEFERRED SHARES - SEE ATTACHED "DEFERRED SHARES APPENDIX" FOR EXPLANATION
Deferred Shares
Currently Held
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Note: Any shares held after the closing of the proposed merger will be subject
to terms, conditions and restrictions applicable to such shares and any equity
or equity based awards made by the Company after the closing will be subject to
certain additional terms, conditions and restrictions.
STOCK OPTION APPENDIX
A. VESTED "IN THE MONEY" STOCK OPTIONS (I.E., OPTIONS WITH AN EXERCISE PRICE
LOWER THAN THE PRICE TO BE PAID FOR INSIGHT SHARES IN THE MERGER)
Upon the consummation of the merger, these options would be canceled in exchange
for the right to receive a cash payment per option share equal to the difference
between the exercise price and the $11.75 per share merger price. This cash
payment would be taxable to you as ordinary income.
B. "OUT OF THE MONEY" OPTIONS (I.E., OPTIONS WITH AN EXERCISE PRICE EQUAL TO
OR HIGHER THAN THE PRICE TO BE PAID FOR INSIGHT SHARES IN THE MERGER)
Upon the consummation of the merger, you would receive no cash payments for
these options and they would be canceled. You would not recognize any tax on the
cancellation of your underwater options.
Of course, tax consequences may vary depending on individual circumstances and
these materials are not intended to provide you with tax advice. Accordingly, we
urge you to consult your own personal tax advisor regarding your own federal
income tax consequences, as well as any state and local tax consequences.
401(K) APPENDIX
Upon consummation of the merger, you may continue to participate in the 401(k)
plan. If you currently hold Insight stock in your 401(k) account, including any
fractional shares, these shares would be cashed out in the merger at the merger
price. That transaction would be tax deferred. You will also receive information
regarding the reinvestment of the cash proceeds received into your account.