-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Shsp4wyAT207tbSgmI4gYE80VaTF4RL4wd2wO/4P2eGTxQG0WUUIv+iYk2WDR8V5 C3rBcmfJF7/ctzvt1ANeWQ== 0001013816-05-000373.txt : 20050729 0001013816-05-000373.hdr.sgml : 20050729 20050729141801 ACCESSION NUMBER: 0001013816-05-000373 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050729 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050729 DATE AS OF CHANGE: 20050729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT COMMUNICATIONS CO INC CENTRAL INDEX KEY: 0001084421 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 134053502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26677 FILM NUMBER: 05984204 BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123712266 MAIL ADDRESS: STREET 1: INSIGHT COMMUNICATIONS CO INC STREET 2: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 form8k_72905.txt FORM 8-K 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): JULY 29, 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) |X| 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 8.01. OTHER EVENTS. On July 29, 2005, we issued a press release announcing that we and Insight Acquisition Corp. have entered into a definitive merger agreement providing for Insight Acquisition Corp. to acquire all of our publicly held shares. A copy of the press release is being furnished as Exhibit 99.1 to this report and incorporated herein by reference. 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 99.1 Press release issued on July 29, 2005 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: July 29, 2005 By: /s/ Elliot Brecher ------------------------------ ELLIOT BRECHER Senior Vice President and General Counsel EX-99 2 form8k_72905ex991.txt EXH. 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] FOR IMMEDIATE RELEASE INSIGHT COMMUNICATIONS AND INSIGHT ACQUISITION CORP. ENTER INTO DEFINITIVE MERGER AGREEMENT NEW YORK - JULY 29, 2005 - Insight Communications Company, Inc. (NASDAQ: ICCI) and Insight Acquisition Corp. today announced that they have entered into a definitive merger agreement providing for Insight Acquisition Corp. to acquire all of the publicly held shares of Insight Communications. Under the terms of the agreement, which was unanimously approved by the board of directors of Insight Communications, public shareholders of Insight Communications would receive $11.75 per share in cash. Insight Acquisition Corp., the acquiring entity, is led by Insight Communications co-founders Sidney R. Knafel and Michael S. Willner and affiliates of The Carlyle Group. Mr. Knafel, Mr. Willner and their related parties collectively own shares of Insight Communications representing approximately 14% of the equity and 62% of the aggregate voting power. The board of directors of Insight Communications acted upon the unanimous recommendation of a special committee of independent directors and has recommended that shareholders of Insight Communications vote to approve the acquisition. After careful consideration and a thorough review with its independent advisors, the special committee determined that the transaction is in the best interests of the Class A shareholders. The special committee's independent financial advisors have delivered written opinions to the effect that as of July 28, 2005, the merger consideration is fair from a financial point of view to the shareholders of Insight Communications (other than the buyer group). This determination by the special committee's financial advisors was based on, and subject to, assumptions and limitations set forth in these written opinions. Consummation of the transaction is subject to certain conditions, including (i) approval of the merger agreement and merger by holders of a majority of the outstanding shares of Insight Communications' Class A common stock not held by Insight Acquisition Corp., its affiliates or the officers and directors of Insight Communications and (ii) termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is not subject to any financing conditions. The $11.75 per share price represents a 21.4% premium over the closing price ($9.68) of Insight Communications' stock on Friday, March 4, 2005, the last day of trading before the announcement of Insight Acquisition Corp.'s original INSIGHT COMMUNICATIONS AND INSIGHT ACQUISITION CORP. ENTER INTO DEFINITIVE MERGER AGREEMENT (PAGE 2 OF 3) proposal on March 7, 2005, and a 28.7% premium over the six-month average closing price ($9.13) before the original proposal was announced. The terms of the agreement value the total equity of Insight Communications at approximately $710 million and implies an enterprise value of approximately $2.1 billion (based on Insight Communications' attributable share of indebtedness). Mr. Knafel, chairman of Insight Communications, stated, "We are pleased that we have reached an agreement that will provide substantial benefits to our shareholders, customers and employees." Mr. Willner, president and chief executive officer of Insight Communications, added, "Our current management team looks forward to continuing to lead this great business in the future, while building on our tradition of providing outstanding service and innovative solutions to our customers." Michael J. Connelly, Carlyle managing director, said, "We are pleased to have the opportunity to support Insight Communications' management team and employees and to invest in the U.S. cable television business." The parties also announced an agreement in principle to settle pending shareholder litigation challenging the transaction. Morgan Stanley and Stephens are serving as Insight Acquisition Corp.'s financial advisors in the transaction, and Dow, Lohnes & Albertson PLLC and Debevoise & Plimpton LLP are providing legal counsel to Insight Acquisition Corp. Citigroup Global Markets, Inc. and Evercore Partners are serving as financial advisors to the special committee, and Skadden, Arps, Slate, Meagher & Flom LLP is providing legal counsel to the special committee. Sonnenschein Nath & Rosenthal LLP is providing legal counsel to Insight Communications. ABOUT INSIGHT COMMUNICATIONS Insight Communications, through a 50/50 partnership with Comcast, is the 9th largest cable operator in the United States, managing approximately 1.26 million basic customers (of whom half are attributable to Insight's equity) in the four contiguous states of Illinois, Indiana, Ohio, and Kentucky. Insight specializes in offering bundled, state-of-the-art services in mid-sized communities, delivering analog and digital video, high-speed Internet, and voice telephony in selected markets to its customers. INSIGHT COMMUNICATIONS AND INSIGHT ACQUISITION CORP. ENTER INTO DEFINITIVE MERGER AGREEMENT (PAGE 3 OF 3) ABOUT THE CARLYLE GROUP The Carlyle Group is a global private equity firm with nearly $30 billion under management. Carlyle invests in buyouts, venture capital, real estate and leveraged finance in North America, Europe and Asia, focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, healthcare, industrial, technology & business services and telecommunications & media. Since 1987, the firm has invested $13.4 billion of equity in 396 transactions. The Carlyle Group employs more than 560 people in 14 countries. This press release is not a solicitation of a proxy, an offer to purchase shares of Insight Communications or a solicitation of an offer to sell shares of Insight Communications, and it is not a substitute for any proxy statement or other filings that will be made with the Securities and Exchange Commission ("SEC"). When a proxy statement or any other material related to the transaction is filed with the SEC, investors are urged to thoroughly review and consider such filings because they 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 Communications. Statements in this release represent the parties' current intentions, plans, expectations and beliefs and involve risks and uncertainties that could cause actual events to differ materially from the events described in this release, including risks or uncertainties related to securing the requisite shareholder approval and satisfaction of the other condition in the merger agreement, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the broadband communications industry or the business or prospects of Insight. The reader is cautioned that these factors, as well as other factors described or to be described in SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from the current expectations described herein. # # # CONTACTS: INSIGHT COMMUNICATIONS: INSIGHT ACQUISITION CORP.: THE CARLYLE GROUP: Sandy Colony Joele Frank / Steve Silva Chris Ullman 917-286-2300 Joele Frank, Wilkinson Brimmer Katcher (202) 729-5450 (212) 355-4449 -----END PRIVACY-ENHANCED MESSAGE-----