-----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, NqMiWtlJ1C1Obv4KZZH65FOtgqbxg9nfvQrKDIU3YICfrNtkeH3PpVnoEGguiUHV qxYe7hg6wPxtiK4Jkx3WPA== 0001012709-01-000307.txt : 20010223 0001012709-01-000307.hdr.sgml : 20010223 ACCESSION NUMBER: 0001012709-01-000307 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 GROUP MEMBERS: WESTPORT ADVISERS LLC GROUP MEMBERS: WESTPORT ASSET MANAGEMENT INC /ADV GROUP MEMBERS: WESTPORT ASSET MANAGEMENT, INC. SUBJECT COMPANY: 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: SC 13G SEC ACT: SEC FILE NUMBER: 005-58331 FILM NUMBER: 1545735 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTPORT ASSET MANAGEMENT INC /ADV CENTRAL INDEX KEY: 0000748900 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061087640 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 253 RIVERSIDE AVE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032273601 FORMER COMPANY: FORMER CONFORMED NAME: WESTPORT ASSET MANAGEMENT INC /ADV DATE OF NAME CHANGE: 19970325 SC 13G 1 0001.txt INSIGHT COMMUNICATIONS CO. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AMENDMENT NO. Insight Communications Co. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 45768V108 - -------------------------------------------------------------------------------- (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1 ( b) [ ] Rule 13d-1 ( c) [ ] 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 in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities and 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). 13G Cusip No. 45768V108 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Westport Asset Management, Inc. - 06-1087640 Westport Advisers LLC - 06-1497709 --------------------------------------------------------------------------- 2. Check the appropriate box if a member of a group* (a) [ ] (b) [X] --------------------------------------------------------------------------- 3. SEC Use Only --------------------------------------------------------------------------- 4. Citizenship or Place or Organization Connecticut - -------------------------------------------------------------------------------- 5. Sole Voting Power 526,575 Number of ------------------------------------------------------------ Shares 6. Shared Voting Power Beneficially 1,743,200 Owned By ------------------------------------------------------------ Each 7. Sole Dispositive Power Reporting 526,575 Person ------------------------------------------------------------ With 8. Shared Dispositive Power 2,496,625 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by each Reporting Person 3,023,200 --------------------------------------------------------------------------- 10. Check Box if the aggregate amount in row (9) excludes certain shares [x] 2,000 --------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row 9 6.0% --------------------------------------------------------------------------- 12. Type of Reporting Person* IA - -------------------------------------------------------------------------------- Item 1(a): Name of Issuer: - ---------- --------------- Insight Communications Co. Item 1(b): Address of Issuer's Principal Executive Offices: - ---------- ------------------------------------------------ 810 7th Avenue New York, NY 10019 Item 2(a): Name of Person Filing: - ---------- ---------------------- Westport Asset Management, Inc. Item 2(b): Address of Principal Business Office: - ---------- ------------------------------------- 253 Riverside Avenue Westport, CT 06880 Item 2(c): Citizenship: - ---------- ------------ Connecticut Item 2(d): Title of Class of Securities: - ---------- ----------------------------- Common Stock Item 2(e): CUSIP Number: - ---------- ------------- 45768V108 Item 3. If this stated is filed pursuant to Rules - ------- ----------------------------------------- 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) ( ) Broker or Dealer registered under Section 15 of the Act (b) ( ) Bank as defined in Section 3(b)(6) of the Act (c) ( ) Insurance Company as defined in Section 3(a) (19) of the Act (d) ( ) Investment Company registered under Section 8 of the Investment Company Act (e) (X) Investment Adviser registered under Section 203 of the Investment Advisors Act of 1940 (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the Provisions of the Employee Retire- ment Income Security Act of 1974 or Endowment Fund; see ss.240.13d-1 (b)(1)(ii)(F) (g) (X) Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G) (Note: See Item 7) (h) ( ) Group in accordance with ss.240.13d-1 (b)(1)(ii)(H) Item 4. Ownership. - ------- ---------- (a) Amount Beneficially owned: 3,023,200 shares (b) Percent of Class: 6.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 526,575 (ii) shared power to vote or to direct the vote: 1,743,200 (iii)sole power to dispose or to direct the disposition of: 526,575 (iv) shared power to dispose or to direct the disposition of: 2,496,625 Item 5. Ownership of Five Percent or Less of a Class - ------- -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( ) Item 6. Ownership of More than Five Percent on Behalf of Another Person: - ------- ---------------------------------------------------------------- Westport Asset Management, Inc. is deemed to be a beneficial owner for purposes of Rule 13-d since it has shared power to make decisions whether to retain, dispose of the securities of many unrelated clients. Westport Asset Management, Inc. does not, however, have an economic interest in the securities of those clients. The clients are actual owners of the securities and have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. The Reporting Person disclaims beneficial ownership of such shares and disclaims the existence of any group. Employee (s) of Westport Asset Management, Inc. and Westport Advisers LLC, ("Employees") own 2,000 shares. Employee (s) own these shares in their personal securities accounts. Westport Asset Management, Inc. and Westport Advisers LLC disclaim beneficial ownership of these shares since these shares were purchased with each employee(s)' personal funds and each employee has exclusive dispositive voting power over the shares held in their respective accounts. Westport Asset Management, Inc. owns 50% of Westport Advisors LLC, which is also an investment adviser registered under Section 203 of the Investment Advisors Act of 1940. With regard to the shares set forth under Item 4. (c ) (ii) and (iv), Westport Asset Management Inc. and Westport Advisers LLC are deemed to be beneficial owners for purposes of Rule 13-d since they both have shared power to make decisions whether to retain or dispose and vote the securities. Westport Advisers LLC serves as investment manager of The Westport Funds, mutual funds which hold such shares in the ordinary course of their business not with the purpose nor with the effect of changing or influencing the control of the issuer. Item 7. Identification and Classification of the Subsidiary Which - ------- acquired the Security Being Reported on By the Parent Holding Company. ----------------------------------------------------------------- See Item 3. Item 8. Identification and Classification of Members of the Group. - ------- ---------------------------------------------------------- N/A Item 9. Notice of Dissolution of Group. - ------- ------------------------------- N/A Item 10. Certification - -------- ------------- By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Disclaimer - ---------- The undersigned expressly declares that the filing of this Schedule 13G shall not be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Securities Act of 1934, the beneficial owner of any securities covered by this statement. 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 15, 2001 Westport Asset Management, Inc. By /s/ Andrew J. Knuth ---------------------------- Andrew J. Knuth, Chairman -----END PRIVACY-ENHANCED MESSAGE-----