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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Insight Communications Company, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
45768V108
(CUSIP Number)
July 26, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[X] Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No. 45768V108 13G Page 2 of 4 Pages
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vestar Capital Partners III, L.P.
13-3297584
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) SOLE VOTING POWER
9,921,723
6) SHARED VOTING POWER
0
7) SOLE DISPOSITIVE POWER
9,921,723
8) SHARED DISPOSITIVE POWER
0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,921,723
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.2
12) TYPE OF REPORTING PERSON*
PN
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CUSIP No. 45768V108 13G Page 3 of 4 Pages
Item 1. (a) Name of Issuer:
Insight Communications Company, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
126 East 56th Street, New York, NY 10022
Item 2. (a) Name of Person Filing:
Vestar Capital Partners III, L.P.
Item 2 (b) Address of Principal Business Office:
245 Park Avenue, 41st Floor, New York, NY 10167
Item 2 (c) Citizenship:
USA
Item 2 (d) Title of Class of Securities:
Class A Common Stock
Item 2 (e) CUSIP Number:
45768V108
Item 3 N/A
Item 4. Ownership.
(a) Amount Beneficially Owned:
9,921,723
(b) Percent of Class:
20.2%
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CUSIP No. 45768V108 13G Page 4 of 4 Pages
(c) Sole power to vote or direct the vote or to dispose or direct the
disposition is held as indicated above in this item.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another.
No partner of the reporting partnership has an indirect interest
in shares of Common Stock which exceed 5% of the shares outstanding at December
31, 1999.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
N/A. The securities were acquired prior to registration thereof
under Section 12 of the Act.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: February 14, 2000
Vestar Capital Partners III, L.P
By: Vestar Associates III, L.P.
Its: General Partner
By: Vestar Associates Corporation III
Its: General Partner
By: /s/ Prakash A. Melwani
Its: Managing Director
