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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: August 15, 2000
Insight Midwest, L.P.
Insight Capital, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware 333-33540 13-4079232
Delaware 333-33540-1 13-4079679
(State of incorporation) (Commission File No.) (IRS Employer Identification No.)
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810 7th Avenue
New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number: (917) 286-2300
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Item 5. Other Events.
On August 15, 2000, Insight Communications Company, L.P. ("Insight L.P."),
the general partner of Insight Midwest, L.P. ("Insight Midwest"), entered into
definitive agreements with AT&T Broadband, LLC ("AT&T Broadband") for the
contribution to Insight Midwest of additional cable television systems serving
approximately 537,000 customers. Initially, Insight L.P. will exchange its
Claremont, California system for AT&T Broadband's system in Freeport, Illinois.
Insight L.P. will also purchase from AT&T Broadband systems serving
approximately 100,000 customers in North Central Illinois. Concurrently with
this purchase, Insight L.P. will contribute to Insight Midwest such newly
purchased systems, as well as all of its other systems not already owned by
Insight Midwest, including the aforementioned Freeport, Illinois swap
(comprising in total approximately 187,000 customers). At the same time, AT&T
Broadband will contribute to Insight Midwest systems located in Central and
North Central Illinois serving approximately 250,000 customers. Both Insight
L.P. and AT&T Broadband will contribute their respective systems to Insight
Midwest subject to an agreed-upon amount of indebtedness so that Insight Midwest
will remain equally owned by Insight L.P. and AT&T Broadband. Insight L.P. will
continue to serve as the general partner of Insight Midwest and manage and
operate the Insight Midwest systems. The consummation of the definitive
agreements is subject to several conditions, including the receipt of all
necessary regulatory approvals.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements: None
(b) Exhibits:
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Exhibit No. Description
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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. *
2.2 Asset Exchange Agreement, dated August 15, 2000, by and between MediaOne of
Illinois, Inc. and Insight Communications Company, L.P. *
2.3 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. *
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* 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.
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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: August 22, 2000 By: Elliot Brecher
________________________________
Elliot Brecher
Senior Vice President
and General Counsel
