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 4, 2003 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 Regulation FD Disclosure. On December 4, 2003, Insight Midwest, L.P. and Insight Capital, Inc. (the "Registrants") issued a press release announcing a proposed $125 million bond offering. On December 5, 2003, the Registrants issued a press release announcing the pricing of the previously announced bond offering. The Registrants agreed to sell $130 million of 10.5% notes due 2010. The notes are being issued at a premium of 108.75% of par. The net proceeds of the offering will be used to repay a portion of the outstanding debt under a subsidiary's credit facility. The notes will be issued under the same indenture as the Registrants' currently outstanding $500 million of 10.5% notes due 2010. Copies of these press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K. Item 7. Financial Statements and Exhibits. (a) Financial Statements - None (b) Pro Forma Financial Information - None (c) Exhibits: Exhibit No. Description 99.1 Press Release dated December 4, 2003 99.2 Press Release dated December 5, 2003 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 5, 2003 By: /s/ Elliot Brecher --------------------------------- Elliot Brecher Senior Vice President and General Counsel INSIGHT CAPITAL, INC. (Registrant) Date: December 5, 2003 By: /s? Elliot Brecher --------------------------------- Elliot Brecher Senior Vice President and General Counsel