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: January 5, 2001
Insight Midwest, L.P.
Insight Capital, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 333-33540 13-4079232
Delaware 333-33540-1 13-4079679
(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
Item 2. Other Events.
On January 5, 2001, Insight Communications Company, L.P. ("Insight L.P."),
the general partner of Insight Midwest, L.P. ("Insight Midwest"), consummated
various agreements with AT&T Broadband, LLC and its affiliates ("AT&T
Broadband") resulting in the contribution to Insight Midwest of additional cable
television systems serving approximately 530,000 customers. Pursuant to such
agreements, the following transactions occurred on January 5, 2001 (the
"Transactions"):
. Insight L.P. exchanged its Claremont, California system for AT&T Broadband's
system in Freeport, Illinois;
. Insight L.P. purchased from AT&T Broadband systems serving approximately
100,000 customers in Illinois;
. Insight L.P. contributed to Insight Midwest the systems purchased from AT&T
Broadband, as well as all of its other systems not already owned by Insight
Midwest, including the aforementioned Freeport, Illinois system (comprising
in total approximately 180,000 customers);
. AT&T Broadband contributed to Insight Midwest systems located in Illinois
serving approximately 250,000 customers.
Both Insight L.P. and AT&T Broadband contributed their respective systems
to Insight Midwest subject to an amount of indebtedness so that Insight Midwest
remains equally owned by Insight L.P. and AT&T Broadband. Insight L.P. continues
to serve as the general partner of Insight Midwest and manages and operates the
Insight Midwest systems.
In conjunction with the Transactions, a subsidiary of Insight Midwest,
which subsidiary serves as a holding company for all of Insight Midwest's
systems other than the Columbus, Ohio system, consummated on January 5, 2001 a
$1.75 billion credit facility from which it borrowed $663 million to repay the
Indiana and Kentucky credit facilities and $685 million to finance the
Transactions.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements*:
Insight Midwest, L.P.
Report of Independent Auditors--Ernst & Young LLP
Consolidated Balance Sheets at December 31, 2000 and 1999
Consolidated Statements of Operations and Partners' Capital for the years
ended December 31, 2000 and 1999
Consolidated Statements of Cash Flows for the years ended December 31, 2000
and 1999
Notes to Consolidated Financial Statements
Insight Communications of Indiana, LLC
Report of Independent Auditors--Ernst & Young LLP
Balance Sheet at December 31, 1998
Statement of Operations and Members' Equity for the period November 1, 1998
to December 31, 1998
Statement of Cash Flows for the period November 1, 1998 to December 31,
1998
Notes to Financial Statements
Noblesville, Indiana, Jeffersonville, Indiana, and Lafayette, Indiana Cable
Television Systems
Report of Independent Auditors--Ernst & Young LLP
Combined Balance Sheet at October 31, 1998
Combined Statements of Operations for the year ended December 31, 1997 and
for the period January 1, 1998 to October 31, 1998
Combined Statements of Changes in Net Assets for the year ended December
31, 1997 and for the period January 1, 1998 to October 31, 1998
Combined Statements of Cash Flows for the year ended December 31, 1997 and
for the period January 1, 1998 to October 31, 1998
Notes to Combined Financial Statements
AT&T Insight Midwest Systems
Independent Auditors' Report--KPMG LLP
Combined Balance Sheets as of December 31, 2000 and 1999
Combined Statements of Operations and Parent's Investment for the years
ended December 31, 2000 and 1999
Combined Statements of Cash Flows for the years ended December 31, 2000 and
1999
Notes to Combined Financial Statements
Griffin, Georgia, Rockford, Illinois, Portland, Indiana and Scottsburg, Indiana
Cable Television Systems
Report of Independent Auditors--Ernst & Young LLP
Combined Balance Sheets as of December 31, 2000 and 1999
Combined Statements of Operations and Changes in Net Assets for the years
ended December 31, 2000 and 1999
Combined Statements of Cash Flows for the years ended December 31, 2000 and
1999
Notes to Combined Financial Statements
InterMedia Capital Partners VI, L.P.
Report of Independent Accountants--PricewaterhouseCoopers LLP
Consolidated Balance Sheets at September 30, 1999 and December 31, 1998
Consolidated Statements of Operations for the nine months ended September
30, 1999 and for the period April 30, 1998 (commencement of operations)
to December 31, 1998
Consolidated Statements of Changes in Partners' Capital for the nine months
ended September 30, 1999 and for the period April 30, 1998 (commencement
of operations) to December 31, 1998
Consolidated Statements of Cash Flows for the nine months ended September
30, 1999 and for the period April 30, 1998 (commencement of operations)
to December 31, 1998
Notes to Consolidated Financial Statements
Insight Communications of Central Ohio, LLC
Report of Independent Auditors--Ernst & Young LLP
Balance Sheets at December 31, 2000 and 1999
Statements of Operations and Changes in Members' Deficit for the years
ended December 31, 2000 and 1999
Statements of Cash Flows for the years ended December 31, 2000 and 1999
Notes to Financial Statements
(b) Pro Forma Financial Information*:
Pro Forma Statement of Operations for the year ended December 31, 2000
Pro Forma Balance Sheet as of December 31, 2000
*________________
Registrant's requirements, pursuant to Regulation S-X, promulgated by the
Securities and Exchange Commission, to file financial statements and pro forma
information relating to the Transactions within 15 days after the Transactions
is impracticable. Registrant will file such financial statements and pro forma
financial information by amendment hereto no later than 75 days after
consummation of the Transactions.
(C) Exhibits:
Exhibit No. Description
- ----------- -----------
2.1 Asset Contribution Agreement, dated August 15, 2000, by and among,
Command Cable of Eastern Illinois Limited Partnership, MediaOne
of Illinois, Inc., Northwest Illinois TV Cable Company, S/D
Cable Partners, Ltd., TCI American Cable Holdings, L.P., TCI of
Bloomington/Normal, Inc., TCI Cablevision of Texas, Inc., UACC
Midwest, Inc., United Cable Television of Illinois Valley, Inc.,
United Cable Television of Southern Illinois, Inc., TCI of
Indiana Holdings, LLC, Insight Communications Company, L.P. and
Insight Midwest, L.P. ("Asset Contribution Agreement")*
2.2 Amendment to the Asset Contribution Agreement, dated January 5,
2001**
2.3 Asset Exchange Agreement, dated August 15, 2000, by and between
MediaOne of Illinois, Inc. and Insight Communications Company,
L.P. ("Asset Exchange Agreement")*
2.4 Amendment to the Asset Exchange Agreement, dated January 5, 2001**
2.5 Asset Purchase and Sale Agreement, dated August 15, 2000, by and
between TCI of Illinois, Inc., TCI of Racine, Inc., UACC
Midwest, Inc. and Insight Communications Company, L.P. ("Asset
Purchase and Sale Agreement")*
2.6 Amendment to the Asset Purchase and Sale Agreement, dated January
5, 2001**
10.1 Credit Agreement, dated as of January 5, 2001, among Insight
Midwest Holdings, LLC, several banks and financial institutions
or entities, and The Bank of New York, as administrative agent**
10.2 Amended and Restated Limited Partnership Agreement of Insight
Midwest, L.P., dated January 5, 2001**
____________
* Filed as an exhibit to the Current Report on Form 8-K, dated August 15, 2000,
of Insight Communications Company, Inc. (File No. 0-26677) and incorporated
herein by reference.
** Filed as an exhibit to the Current Report on Form 8-K, dated January 5, 2001,
of Insight Communications Company, Inc. (File No. 0-26677) and incorporated
herein by reference.
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 thereunto duly authorized.
Insight Midwest, L.P.
(Registrant)
By: Insight Communications Company, L.P.,
its general partner
By: Insight Communications Company, Inc.,
its general partner
Date: January 22, 2001 By: /s/ Elliot Brecher
--------------------------------------
Elliot Brecher
Senior Vice President
and General Counsel