UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): OCTOBER 12, 2005
INSIGHT COMMUNICATIONS COMPANY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-26677 13-4053502
(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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 12, 2005, Insight Communications Company, Inc. (the
"Registrant") entered into a Second Supplemental Indenture (the "Supplemental
Indenture") with The Bank of New York, as Trustee (the "Trustee"), to the
Indenture, dated as of February 6, 2001 (as supplemented by the First
Supplemental Indenture dated as of January 14, 2004, the "Indenture"), between
the Registrant and the Trustee, providing for the issue of the Registrant's 12
1/4% Senior Discount Notes Due 2011 (the "Notes").
The Supplemental Indenture provides that, subject to payment of the Consent
Payment (as defined in the Supplemental Indenture) on or before the Consent
Payment Date (as defined in the Supplemental Indenture) relating to the
Registrant's consent solicitation with respect to the Notes having expired on
October 12, 2005, the provisions of Section 4.15 of the Indenture are waived
with respect to the execution and delivery of the Agreement and Plan of Merger
dated July 28, 2005, relating to the proposed merger (the "Proposed Merger") of
Insight Acquisition Corp. with and into the Registrant and the other agreements
and instruments executed and delivered in connection therewith and the
consummation of the transactions contemplated thereby.
The Supplemental Indenture further provides that in the event the Proposed
Merger is not consummated on or prior to the Termination Date and the Consent
Payment is not made, the Waiver (as defined in the Supplemental Indenture) and
Section 2 of the Supplemental Indenture will have no further effect.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired - None
(b) Pro Forma Financial Information - None
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
4.1 Second Supplemental Indenture, dated as of October 12, 2005,
between the Registrant and The Bank of New York
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 hereunto duly authorized.
INSIGHT COMMUNICATIONS COMPANY, INC.
Dated: October 18, 2005 By: /s/ John Abbot
-------------------------------
JOHN ABBOT
Senior Vice President
and Chief Financial Officer