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 (Date of earliest event reported): April 1, 2007
Insight Midwest, L.P.
Insight Capital, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 333-33540 13-4079232
Delaware 333-33540-1 13-4079679
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
810 7th Avenue
New York, New York 10019
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(Address of principal executive offices) (Zip Code)
(917) 286-2300
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(Registrant's telephone number, including area code)
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)
[ ] 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)
Item 1.01 Entry into a Material Definitive Agreement.
As of April 1, 2007, the partnership agreement that governs our operations
was amended. We are a limited partnership owned 50% by Insight Communications
Company, Inc. ("ICCI") and 50% by an indirect subsidiary of Comcast Corporation.
ICCI serves as our sole general partner and as the manager of each of our
systems.
Under the partnership agreement amendment, ICCI has agreed with Comcast on
a division of our assets and liabilities. Upon completion of the transaction,
ICCI will own 100% of the cable systems serving Kentucky customers in
Louisville, Lexington, Bowling Green and Covington, and customers in Evansville,
Indiana and Columbus, Ohio (the "Insight Systems Group"), and Comcast will own
100% of the cable systems serving Illinois customers in Rockford/Dixon,
Quincy/Macomb, Springfield, Peoria and Champaign/Urbana, and Indiana customers
in Bloomington, Anderson and Lafayette/Kokomo (the "Comcast Systems Group").
Pending the completion of the transaction, ICCI will continue to manage all of
our cable systems. In conjunction with the division of our assets and
liabilities, the Insight Systems Group will be responsible for $1.260 billion of
the partnership's debt and the Comcast Systems Group will be responsible for
$1.335 billion of the partnership's debt. The closing is subject to closing
conditions, including local governmental approvals and regulatory approvals, and
is expected to be completed by the end of 2007.
This summary is qualified in its entirety by reference to the full text of
the partnership agreement amendment, a final form of which is incorporated by
reference with this report as Exhibit 2.1 and incorporated herein by this
reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibit:
2.1 Second Amendment to Amended and Restated Limited
Partnership Agreement of Insight Midwest, L.P.,
dated as of April 1, 2007, by and between Insight
Communications Company, L.P. and TCI of Indiana
Holdings, LLC (incorporated by reference to Exhibit
2.1 to the Form 8-K, filed April 2, 2007 by Insight
Communications Company, Inc.)
10.1 Amended and Restated Limited Partnership Agreement
of Insight Midwest, L.P., dated January 5, 2001
(incorporated by reference to Exhibit 10.2 to the
Form 8-K, filed January 22, 2001 by Insight
Communications Company, Inc.)
10.2 First Amendment to Amended and Restated Limited
Partnership Agreement of Insight Midwest, L.P.,
dated September 30, 2002 (incorporated by reference
to Exhibit 10.2 to the Form 10-Q for the period
ended September 30, 2002, filed by Insight
Communications Company, Inc.)
SIGNATURE
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 Midwest, L.P.
Insight Capital, Inc.
Dated: April 2, 2007 By: /s/ Elliot Brecher
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Elliot Brecher
Senior Vice President and
General Counsel