-----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, FdKXOayh67e2W7rled11Kl431IK39DxqIJzKr2zFLo2MnNBZBYn046cSe4xY79D1 qLVw7KXHB63pF6IY9NeU1w== 0001013816-02-000197.txt : 20021213 0001013816-02-000197.hdr.sgml : 20021213 20021213161603 ACCESSION NUMBER: 0001013816-02-000197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021211 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT MIDWEST LP CENTRAL INDEX KEY: 0001110458 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 134079232 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-33540 FILM NUMBER: 02857249 BUSINESS ADDRESS: STREET 1: 810 7TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 9172862300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT CAPITAL INC CENTRAL INDEX KEY: 0001110456 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 134079679 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-33540-01 FILM NUMBER: 02857251 BUSINESS ADDRESS: STREET 1: 810 7TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123712266 8-K 1 form8k_insightmidcap121102.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: DECEMBER 11, 2002 INSIGHT MIDWEST, L.P. INSIGHT CAPITAL, INC. (Exact name of Registrants as specified in their charters) DELAWARE 333-33540 13-4079232 DELAWARE 333-33540-1 13-4079679 (State of incorporation (Commission File Nos.) (IRS Employer or organization) Identification Nos.) 810 7th Avenue NEW YORK, NEW YORK 10019 (Address of principal executive offices) Registrants' telephone number: (917) 286-2300 ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. On December 11, 2002, Insight Midwest, L.P. and Insight Capital, Inc. (the "Registrants") issued a press release announcing a proposed $175 million debt offering. On December 13, 2002, the Registrants issued a press release announcing the pricing of the previously announced debt offering. The Registrants agreed to sell $176 million original principal amount of 9 3/4% notes due 2009. The notes are being issued at a discount to their principal amount at maturity of $185 million and are priced at 95.236% to yield 10 3/4%. The notes will be issued under the same indenture as the Registrants' currently outstanding $200 million of 9 3/4% notes due 2009. Copies of these press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements - None (b) Pro Forma Financial Information - None (c) Exhibits: EXHIBIT NO. DESCRIPTION 99.1 Press Release dated December 11, 2002 99.2 Press Release dated December 13, 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INSIGHT MIDWEST, L.P. (Registrant) Date: December 13, 2002 By: /s/ Elliott Brecher ------------------------------ Elliot Brecher Senior Vice President and General Counsel INSIGHT CAPITAL, INC. (Registrant) Date: December 13, 2002 By: /s/ Elliott Brecher ------------------------------ Elliot Brecher Senior Vice President and General Counsel EX-99 3 form8k_insightmidcap99-1.txt EXH. 99-1 PRESS RELEASE 12/11/02 PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Dinni Jain, Senior Vice President & Chief Financial Officer (917) 286-2300 INSIGHT MIDWEST ANNOUNCES PROPOSED $175 MILLION DEBT OFFERING NEW YORK, NY (DECENBER 11, 2002) - Insight Midwest, L.P. and Insight Capital, Inc. today announced a $175 million bond offering to repay a portion of the outstanding debt under a subsidiary's credit facility. The offering will be a private placement under Rule 144A of the Securities Act of 1933 and will be made only to qualified institutional buyers and to certain persons in offshore transactions in reliance on Regulation S. The securities will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering sold would be unlawful. Insight Midwest is a subsidiary of Insight Communications (NASDAQ: ICCI), the 8th largest cable operator in the United States, serving approximately 1.4 million customers. The company is highly concentrated in the four contiguous states of Illinois, Kentucky, Indiana and Ohio. Named "2001 Cable Operator of the Year" by Cablevision Magazine, Insight specializes in offering bundled, state-of-the-art services in mid-sized communities, delivering analog and digital video, high-speed data and the recent deployment of voice telephony in selected markets to its customers. # # # Any statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The words "estimate," "expect," "anticipate" and other expressions that indicate future events and trends identify forward-looking statements. The above forward-looking estimates are subject to risks and uncertainties and are subject to change based upon a variety of factors that could cause actual results to differ materially from those Insight Communications anticipates. Factors that could have a material and adverse impact on actual results are described in Insight Communications' annual report on Form 10-K for the year ended December 31, 2001 and quarterly report on Form 10-Q for the nine months ended September 30, 2002. All forward-looking statements in this press release are qualified by reference to the cautionary statements included in Insight Communications' Form 10-K and Form 10-Q. EX-99 4 form8k_insightmidcap99-2.txt EXH. 99-2 PRESS RELEASE 12/13/02 PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Dinni Jain, Senior Vice President & Chief Financial Officer (917) 286-2300 INSIGHT MIDWEST ANNOUNCES PRICING OF PREVIOUSLY ANNOUNCED DEBT OFFERING NEW YORK, NY (DECEMBER 13, 2002) - Insight Midwest, L.P. and Insight Capital, Inc. today announced an agreement to sell $176 million original principal amount of 9 3/4% senior notes due 2009. The notes are being issued at a discount to their principal amount at maturity of $185 million. The net proceeds of the offering, which is expected to close on December 17, 2002, will be used to repay a portion of the outstanding debt under a subsidiary's credit facility. The offering is a private placement under Rule 144A of the Securities Act of 1933 and is being made only to qualified institutional buyers and to certain persons in offshore transactions in reliance on Regulation S. The securities have not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering sold would be unlawful. Insight Midwest is a subsidiary of Insight Communications (NASDAQ: ICCI), the 8th largest cable operator in the United States, serving approximately 1.4 million customers. The company is highly concentrated in the four contiguous states of Illinois, Kentucky, Indiana and Ohio. Named "2001 Cable Operator of the Year" by Cablevision Magazine, Insight specializes in offering bundled, state-of-the-art services in mid-sized communities, delivering analog and digital video, high-speed data and the recent deployment of voice telephony in selected markets to its customers. # # # Any statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The words "estimate," "expect," "anticipate" and other expressions that indicate future events and trends identify forward-looking statements. The above forward-looking estimates are subject to risks and uncertainties and are subject to change based upon a variety of factors that could cause actual results to differ materially from those Insight Communications anticipates. Factors that could have a material and adverse impact on actual results are described in Insight Communications' annual report on Form 10-K for the year ended December 31, 2001 and quarterly report on Form 10-Q for the nine months ended September 30, 2002. All forward-looking statements in this press release are qualified by reference to the cautionary statements included in Insight Communications' Form 10-K and Form 10-Q. -----END PRIVACY-ENHANCED MESSAGE-----