UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): OCTOBER 12, 2005
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
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(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 12, 2005, Insight Midwest, L.P. ("Insight Midwest") and Insight
Capital, Inc. ("Insight Capital" and, collectively with Insight Midwest, the
"Registrants") entered into a Second Supplemental Indenture with The Bank of New
York, as Trustee (the "Trustee"), to each of (i) the Indenture, dated as of
October 1, 1999 (as supplemented by the First Supplemental Indenture dated as of
January 14, 2004, the "9 3/4% Indenture"), between the Registrants and the
Trustee, providing for the issue of the Registrants' 9 3/4% Senior Notes Due
2009 (the "9 3/4% Notes") and (ii) the Indenture, dated as of November 6, 2000
(as supplemented by the First Supplemental Indenture dated as of January 14,
2004, the "10 1/2% Indenture" and, collectively with the 9 3/4% Indenture, the
"Indentures"), between the Registrants and the Trustee, providing for the issue
of the Registrants' 10 1/2% Senior Notes Due 2010 (the "10 1/2% Notes" and,
collectively with the 9 3/4% Notes, the "Notes"). The Second Supplemental
Indenture relating to each of the 9 3/4% Indenture and the 10 1/2% Indenture
shall be sometimes individually referred to herein as a "Supplemental Indenture"
and collectively as the "Supplemental Indentures."
Each Supplemental Indenture provides that, subject to payment of the
Consent Payment (as defined in each Supplemental Indenture) on or before the
Consent Payment Date (as defined in each Supplemental Indenture) relating to the
Registrants' consent solicitations with respect to the Notes having expired on
October 12, 2005, the provisions of Section 4.15 of each Indenture are waived
with respect to the execution and delivery of the Agreement and Plan of Merger
dated July 28, 2005, relating to the proposed merger (the "Proposed Merger") of
Insight Acquisition Corp. with and into Insight Communications Company, Inc. and
the other agreements and instruments executed and delivered in connection
therewith and the consummation of the transactions contemplated thereby.
The Supplemental Indentures further provide that in the event the Proposed
Merger is not consummated on or prior to the Termination Date and the Consent
Payment is not made, the Waiver (as defined in each Supplemental Indenture) and
Section 2 of each Supplemental Indenture will have no further effect.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired - None
(b) Pro Forma Financial Information - None
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
4.1 Second Supplemental Indenture, dated as of October 12, 2005,
between the Registrants and The Bank of New York, relating
to the Registrants' 9 3/4% Senior Notes Due 2009
4.2 Second Supplemental Indenture, dated as of October 12, 2005,
between the Registrants and The Bank of New York, relating
to the Registrants' 10 1/2% Senior Notes Due 2010
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 hereunto duly authorized.
INSIGHT MIDWEST, L.P.
(Registrant)
Date: October 18, 2005 By: /s/ John Abbot
------------------------------
John Abbot
Senior Vice President
and Chief Financial Officer
INSIGHT CAPITAL, INC.
(Registrant)
Date: October 18, 2005 By: /s/ John Abbot
------------------------------
John Abbot
Senior Vice President
and Chief Financial Officer