<PAGE>
As filed with the Securities and Exchange Commission on April 5, 2000
Registration No. 333-33540
333-33540-1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INSIGHT MIDWEST, L.P.
INSIGHT CAPITAL, INC.
(Exact name of registrants as specified in their charters)
Delaware 4841 13-4079232
Delaware 4841 13-4079679
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Numbers) Identification Numbers)
incorporation or
organization)
126 East 56th Street
New York, New York 10022
(212) 371-2266
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive offices)
Michael S. Willner
President and Chief Executive Officer
Insight Communications Company, Inc.
126 East 56th Street
New York, New York 10022
(212) 371-2266
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Robert L. Winikoff, Esq.
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Insight Midwest, L.P.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
(the "Partnership Act") provides that a limited partnership may indemnify and
hold harmless any partners or other persons from and against any and all claims
and demands whatsoever, subject to such standards and restrictions set forth in
the partnership agreement. Accordingly, Section 12.1 of the Limited Partnership
Agreement of Insight Midwest, L.P., dated as of October 1, 1999, provides that
each partner of the Partnership and their respective members, partners,
officers, directors, shareholders, employees and agents, the employees, officers
and agents of the Partnership, and the members of the Advisory Committee
(collectively, the "Indemnified Persons") will be indemnified, defended and held
harmless by the Partnership from any liability, loss or damage incurred by the
Indemnified Person by reason of any act performed or omitted to be performed by
the Indemnified Person in connection with the business of the Partnership and
its subsidiaries, including costs and attorney's fees and any amounts expended
in the settlement of any claims of liability, loss or damage; provided that if
the liability, loss, damage or claim arises out of any action or inaction of an
Indemnified Person, indemnification under Section 12.1 shall not be available if
the action or inaction is finally adjudicated to have constituted fraud, gross
negligence, breach of fiduciary duty (which shall not be construed to encompass
mistakes in judgement or any breach of any Indemnified Person's duty of care
that did not constitute gross negligence), or willful misconduct by the
Indemnified Person; and provided further that indemnification under Section 12.1
shall be recoverable only from the assets of the Partnership and not from any
assets of the partners of the Partnership. Article 12 further provides that the
Partnership may pay for insurance covering liability of the Indemnified Person
for negligence in operations of the Partnership's affairs.
Insight Capital, Inc.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee of or agent to the Registrants. The
statute provides that it is not exclusive of other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise. Insight Capital's by-laws
provide for indemnification by Insight Capital of any director or officer (as
such term is defined in the by-laws) of Insight Capital who is or was a director
of any of its subsidiaries, or, at the request of Insight Capital, is or was
serving as a director or officer of, or in any other capacity for, any other
enterprise, to the fullest extent permitted by law. The by-laws also provide
that Insight Capital shall advance expenses to a director or officer and, if
reimbursement of such expenses is demanded in advance of the final disposition
of the matter with respect to which such demand is being made, upon receipt of
an undertaking by or on behalf of such director or officer to repay such amount
if it is ultimately determined that the director or officer is not entitled to
be indemnified by Insight Capital. To the extent authorized from time to time by
the board of directors of Insight Capital, Insight Capital may provide to any
one or more employees of Insight
II-1
<PAGE>
Capital, one or more officers, employees and other agents of any subsidiary or
one or more directors, officers, employees and other agents of any other
enterprise, rights of indemnification and to receive payment or reimbursement of
expenses, including attorneys' fees, that are similar to the rights conferred in
the by-laws of Insight Capital on directors and officers of Insight Capital or
any subsidiary or other enterprise. The by-laws do not limit the power of
Insight Capital or its board of directors to provide other indemnification and
expense reimbursement rights to directors, officers, employees, agents and other
persons otherwise than pursuant to the by-laws.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. Insight Capital's certificate of incorporation provides for such
limitation of liability.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Number Exhibit Description
- -------------- -------------------
<S> <C>
2.1 Asset Contribution Agreement by and among Insight Communications of
Indiana, LLC ("Insight Indiana"), Insight Communications Company, L.P.
("Insight LP"), UACC Midwest, Inc., TCI of Kokomo, Inc., TCI of Indiana,
Inc., Heritage Cablevision Associates, A Limited Partnership and TCI of
Indiana Holdings, LLC dated as of May 14, 1998 (filed as Exhibit 2.1 to
Insight Communications Company, Inc.'s Registration Statement on Form S-1
(Registration No. 333-78293) and incorporated herein by reference)
2.2 Asset Exchange Agreement by and among Insight LP, TCI of Indiana, Inc.
and UACC Midwest, Inc., dated May 14, 1998 (filed as Exhibit 2.5 to
Insight Communications Company, Inc.'s Registration Statement on Form S-1
(Registration No. 333-78293) and incorporated herein by reference)
2.3 Purchase Agreement, dated as of April 18, 1999, among InterMedia Capital
Management VI, LLC, InterMedia Management Inc., Robert J. Lewis, TCI ICM
VI, Inc., InterMedia Capital Management VI, L.P., Blackstone KC Capital
Partners, L.P., Blackstone KC Offshore Capital Partners, L.P., Blackstone
Family Investment Partnership III L.P., Leo J. Hindery, Jr., TCI IP-VI,
LLC and Insight L.P. (filed as Exhibit 2.8 to Insight Communications
Company, Inc.'s Registration Statement on Form S-1 (Registration No.
333-78293) and incorporated herein by reference)
2.4 Contribution and Formation Agreement, dated April 18, 1999, between TCI
of Indiana Holdings, LLC and Insight LP (filed as Exhibit 2.9 to Insight
Communications Company,
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
Inc.'s Registration Statement on Form S-1 (Registration No. 333-78293)
and incorporated herein by reference)
3.1 Certificate of Limited Partnership of Insight Midwest*
3.2 Limited Partnership Agreement of Insight Midwest*
3.3 Certificate of Incorporation of Insight Capital*
3.4 By-laws of Insight Capital*
4.1 Indenture, dated as of October 1, 1999, among Insight Midwest, Insight
Capital and Harris Trust Company of New York, as Trustee (filed as
Exhibit 10.21 to Insight Communications Company, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1999 (File No. 0-26677) and
incorporated herein by reference)
4.2 Registration Rights Agreement, dated as of October 1, 1999, among
Insight Midwest, Insight Capital, Donaldson, Lufkin & Jenrette
Securities Corporation, Morgan Stanley & Co., Incorporated, BNY Capital
Markets, Inc. and Wasserstein Perella Securities, Inc.*
5.1 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.
8.1 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C. regarding
federal income tax matters
10.1 Credit Agreement, dated as of October 30, 1998 (the "Indiana Credit
Facility"), among Insight Indiana, the several lenders and The Bank of
New York (filed as Exhibit 10.3 to Insight Communications Company,
Inc.'s Registration Statement on Form S-1 (Registration No. 333-78293)
and incorporated herein by reference)
10.2 Amendment to the Indiana Credit Facility dated September 24, 1999*
10.3 Amended and Restated Revolving Credit and Term Loan Agreement, dated as
of October 1, 1999, among Insight Kentucky Partners I, L.P., several
lenders and Toronto Dominion (Texas), Inc. (filed as Exhibit 10.9 to
Insight Communications Company, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1999 (File No. 0-26677) and incorporated
herein by reference)
10.4 Amended and Restated Operating Agreement of Insight Indiana dated as of
October 1, 1999*
10.5 Amended and Restated Management Agreement by and between Insight Indiana
and Insight LP, dated as of October 1, 1999*
10.6 Amended and Restated Partnership Agreement of Insight Communications of
Kentucky, L.P. dated as of October 1, 1999*
10.7 Management Agreement of Insight Kentucky by and between Insight LP and
Insight Kentucky Partners II, L.P., dated as of October 1, 1999*
21.1 Subsidiaries of Insight Midwest*
23.1(a) Consent of Ernst & Young LLP*
23.1(b) Consent of Ernst & Young LLP*
23.1(c) Consent of Ernst & Young LLP*
23.2(a) Consent of KPMG LLP*
23.2(b) Consent of KPMG LLP*
23.3 Consent of PricewaterhouseCoopers LLP*
23.4 Consent of Cooperman Levitt Winikoff Lester & Newman, P.C. (included in
Exhibits 5.1 and 8.1)
27.1 Financial Data Schedules for Insight Midwest*
27.2 Financial Data Schedules for Insight Capital*
99.1 Form of Letter of Transmittal with respect to the exchange offer
99.2 Form of Instruction Letter to Registered Holders
99.3 Form of Notice of Guaranteed Delivery
</TABLE>
- --------------
* Previously filed.
(b) Financial Statement Schedules
None.
II-3
<PAGE>
Item 22. Undertakings.
Insight Midwest, L.P. and Insight Capital, Inc. (the "Registrants") hereby
undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
The undersigned Registrants hereby undertake as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
Registrants undertake that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
II-4
<PAGE>
The Registrants undertake that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned Registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on April 5, 2000.
INSIGHT MIDWEST, L.P.
By: Insight Communications Company, L.P.,
its general partner
By: Insight Communications Company, Inc.,
its general partner
By: /s/ Michael S. Willner
_______________________________________
Michael S. Willner,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and Member April 5, 2000
- -------------------------- of the Advisory Committee
Sidney R. Knafel
/s/ Michael S. Willner President, Chief Executive April 5, 2000
- -------------------------- Officer and Member of the
Michael S. Willner Advisory Committee
(Principal executive officer)
</TABLE>
* By: /s/ Michael S. Willner
-----------------------------------------
Michael S. Willner, attorney-in-fact
II-6
<PAGE>
<TABLE>
<S> <C> <C>
* Executive Vice President, April 5, 2000
- -------------------------- Chief Operating and Financial
Kim D. Kelly Officer and Member of the
Advisory Committee
(principal financial officer
and principal accounting officer)
Member of the Advisory Committee
- --------------------------
William R. Fitzgerald
Member of the Advisory Committee
- --------------------------
Derek Chang
</TABLE>
* By: /s/ Michael S. Willner
------------------------------------
Michael S. Willner, attorney-in-fact
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on April 5, 2000.
INSIGHT CAPITAL, INC.
By: /s/ Michael S. Willner
__________________________________
Michael S. Willner,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board April 5, 2000
- --------------------------
Sidney R. Knafel
/s/ Michael S. Willner President, Chief Executive April 5, 2000
- -------------------------- Officer and Director
Michael S. Willner (principal executive officer)
* Executive Vice President, April 5, 2000
- --------------------------- Chief Operating and Financial
Kim D. Kelly Officer and Director
(principal financial officer
and principal accounting officer)
</TABLE>
*By: /s/ Michael S. Willner
----------------------
Michael S. Willner,
attorney-in-fact
II-8
<PAGE>
Exhibit 5.1
[LETTERHEAD OF COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.]
April 5, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have been requested by Insight Midwest, L.P. ("Insight Midwest"), a
Delaware limited partnership, and Insight Capital, Inc. ("Insight Capital" and
together with Insight Midwest, the "Issuers"), a Delaware corporation, to
furnish our opinion in connection with the registration statement (the
"Registration Statement") on Form S-4, filed concurrently herewith, with respect
to the registration of $200,000,000 principal amount of 9 3/4% Senior Notes due
2009 of the Issuers (the "Exchange Notes") to be offered in exchange for
outstanding 9 3/4% Senior Notes due 2009 (the "Original Notes"). The Exchange
Notes will be issued under an indenture relating to the Original and Exchange
Notes (the "Indenture") among the Issuers and Harris Trust Company of New York,
as Trustee.
We have made such examination as we have deemed necessary for the purpose
of this opinion. Based upon such examination, it is our opinion that when the
Registration Statement has become effective under the Securities Act of 1933, as
amended, the Exchange Notes have been duly executed and authenticated in
accordance with the Indenture, the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended, the Original Notes have been validly tendered
to the Issuers and the Exchange Notes have been delivered in exchange therefor,
the Exchange Notes will be validly issued and binding obligations of the Issuers
subject in each case to the effect of (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights of creditors generally and (ii) the application of general principles of
equity (regardless of whether enforcement is considered in proceedings at law or
in equity).
We express no opinion as to the applicability (and, if applicable, the
effect) of Section 548 of the United States Bankruptcy Code or any comparable
provision of state law to the conclusions expressed above.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the Federal laws of
the United States of America.
<PAGE>
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
Cooperman Levitt Winikoff
Lester & Newman, P.C.
/s/ Robert L. Winikoff
----------------------------------
By: Robert L. Winikoff
A member of the firm
<PAGE>
Exhibit 8.1
[LETTERHEAD OF COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.]
April 5, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have been requested by Insight Midwest, L.P. ("Insight Midwest"), a
Delaware limited partnership, and Insight Capital, Inc. ("Insight Capital" and
together with Insight Midwest, the "Issuers"), a Delaware corporation, to
furnish our opinion in connection with the registration statement (the
"Registration Statement") on Form S-4, filed concurrently herewith, with respect
to the registration of $200,000,000 principal amount of 9 3/4 % Senior Notes due
2009 of the Issuers (the "Exchange Notes") to be offered (the "Exchange Offer")
in exchange for outstanding 9 3/4 % Senior Notes due 2009 (the "Original
Notes").
We have made such examination as we have deemed necessary for the purpose
of this opinion. The discussion set forth in "Material Federal Tax
Considerations" in the Registration Statement is our opinion.
The foregoing opinion is based upon current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder, published pronouncements of the Internal Revenue Service, and case
law, any of which may be changed at any time with retroactive effect. We
undertake no obligation to update this opinion in respect of any such changes.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
Cooperman Levitt Winikoff
Lester & Newman, P.C.
/s/ Walter P. Stasiuk
--------------------------------------
By: Walter P. Stasiuk
A member of the firm
<PAGE>
Exhibit 99.1
LETTER OF TRANSMITTAL
To Tender for Exchange
9 3/4% Senior Notes due 2009
of
INSIGHT MIDWEST, L.P.
INSIGHT CAPITAL, INC.
Pursuant to the Prospectus Dated April , 2000
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 2000 UNLESS EXTENDED (THE "EXPIRATION DATE").
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal should
be completed, signed, and submitted to the Exchange Agent:
Harris Trust Company of New York
(the "Exchange Agent"):
IF BY OVERNIGHT COURIER: IF BY HAND:
Harris Trust Company of New York Harris Trust Company of
88 Pine Street, 19th Floor New York
New York, New York 10005 88 Pine Street, 19th Floor
Attn: Corporate Trust Department New York, New York 10005
Attn: Corporate Trust
Department
IF BY MAIL:
Harris Trust Company of New York
Wall Street Station
P.O. Box 1023
New York, New York 10268-1023
Attn: Corporate Trust Department
Delivery of this Letter of Transmittal to an address other than as set forth
above will not constitute a valid delivery.
For any questions regarding this Letter of Transmittal or for any additional
information, you may contact the Exchange Agent by telephone at 212-701-7624.
The undersigned hereby acknowledges receipt of the Prospectus dated April
, 2000 (the "Prospectus") of Insight Midwest, L.P., a Delaware limited
partnership ("Insight Midwest"), and Insight Capital, Inc., a Delaware
corporation ("Insight Capital" and together with Insight Midwest, the
"Issuers"), and this Letter of Transmittal (the "Letter of Transmittal"), that
together constitute the Issuers' offer (the "Exchange Offer") to exchange
$1,000 in principal amount of their 9 3/4% Senior Notes due 2009 (the
"Exchange Notes"), which have been registered under the Securities Act (as
hereinafter defined) pursuant to a Registration Statement, for each $1,000 in
principal amount of their outstanding 9 3/4% Senior Notes due 2009 (the
"Notes"), of which $200,000,000 aggregate principal amount is outstanding.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Prospectus.
The undersigned hereby tenders the Notes described in Box 1 below (the
"Tendered Notes") pursuant to the terms and conditions described in the
Prospectus and this Letter of Transmittal. The undersigned is the registered
owner of all the Tendered Notes and the undersigned represents that it has
received from each beneficial owner of the Tendered Notes ("Beneficial
Owners") a duly completed and executed form of "Instruction to Registered
Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner"
accompanying this Letter of Transmittal, instructing the undersigned to take
the action described in this Letter of Transmittal.
<PAGE>
Subject to, and effective upon, the acceptance for exchange of the Tendered
Notes, the undersigned hereby exchanges, assigns, and transfers to, or upon
the order of, the Issuers, all rights, title, and interest in, to and under
the Tendered Notes.
Please issue the Exchange Notes exchanged for Tendered Notes in the name(s)
of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions" below (Box 3), please send or cause to be sent the
certificates for the Exchange Notes (and accompanying documents, as
appropriate) to the undersigned at the address shown below in Box 1.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned
with respect to the Tendered Notes, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) deliver the Tendered Notes to the Issuers or cause ownership
of the Tendered Notes to be transferred to, or upon the order of, the Issuers,
on the books of the registrar for the Notes and deliver all accompanying
evidences of transfer and authenticity to, or upon the order of, the Issuers
upon receipt by the Exchange Agent, as the undersigned's agent, of the
Exchange Notes to which the undersigned is entitled upon acceptance by the
Issuers of the Tendered Notes pursuant to the Exchange Offer, and (ii) receive
all benefits and otherwise exercise all rights of beneficial ownership of the
Tendered Notes, all in accordance with the terms of the Exchange Offer.
The undersigned understands that tenders of Notes pursuant to the procedures
described in the caption "Exchange Offer" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the
undersigned and the Issuers upon the terms and subject to the conditions of
the Exchange Offer, subject only to withdrawal of such tenders on the terms
set forth in the Prospectus under the caption "Exchange Offer--Withdrawal of
Tenders." All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any Beneficial
Owner(s), and every obligation of the undersigned or any Beneficial Owners
hereunder shall be binding upon the heirs, representatives, successors and
assigns of the undersigned and such Beneficial Owner(s).
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the Tendered
Notes and that the Issuers will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances and adverse
claims when the Tendered Notes are acquired by the Issuers as contemplated
herein. The undersigned and each Beneficial Owner will, upon request, execute
and deliver any additional documents reasonably requested by the Issuers or
the Exchange Agent as necessary or desirable to complete and give effect to
the transactions contemplated hereby.
The undersigned hereby represents and warrants that the information set
forth in Box 2 is true and correct.
By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the Exchange Notes to be acquired by the undersigned and any
Beneficial Owner(s) in connection with the Exchange Offer are being acquired
by the undersigned and any Beneficial Owner(s) in the ordinary course of
business of the undersigned and any Beneficial Owner(s), (ii) the undersigned
and each Beneficial Owner are not participating, do not intend to participate,
and have no arrangement or understanding with any person to participate, in
the distribution of the Exchange Notes, (iii) except as otherwise disclosed in
writing herewith, neither the undersigned nor any Beneficial Owner is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Issuers
or any of their subsidiaries and (iv) the undersigned and each Beneficial
Owner acknowledge and agree that any person participating in the Exchange
Offer with the intention or for the purpose of distributing the Exchange Notes
must comply with the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended (together with the rules and regulations
promulgated thereunder, the "Securities Act"), in connection with a secondary
resale of the Exchange Notes acquired by such person and cannot rely on the
position of the Staff of the Securities and Exchange Commission (the
"Commission") set forth in the no-action letters that are discussed in the
section of the Prospectus entitled "Exchange Offer." Each broker-dealer that
will receive Exchange Notes for its own account in exchange for Notes that
were acquired as a result of market-making activities or other trading
activities hereby acknowledges that it will deliver a Prospectus in connection
with any resale of such Exchange Notes; however, by so acknowledging and by
delivering a Prospectus, such broker-dealer is not deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
2
<PAGE>
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH.
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE "Use of Guaranteed Delivery" BELOW (Box 4).
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE "Use of Book-Entry Transfer" BELOW (Box 5).
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
Address:
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
BOX 1
DESCRIPTION OF NOTES TENDERED
(Attach additional signed pages, if necessary)
- -------------------------------------------------------------------------------
Name(s) and
Address(es) of
Registered
Note
Holder(s),
exactly as
name(s)
appear(s) on
Note Aggregate
Certificate(s) Certificate Principal Amount Aggregate
(Please fill Number(s) of Represented by Principal Amount
in, if blank) Notes* Certificate(s) Tendered**
- --------------------------------------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
Total
- -------------------------------------------------------------------------------
* Need not be completed by persons tendering by book-entry transfer.
** The minimum permitted tender is $1,000 in principal amount of Notes.
All other tenders must be in integral multiples of $1,000 of principal
amount. Unless otherwise indicated in this column, the principal amount
of all Note Certificates identified in this Box 1 or delivered to the
Exchange Agent herewith shall be deemed tendered. See Instruction 4.
BOX 2
BENEFICIAL OWNER(S)
- ------------------------------------------------------------------------------
State of Principal Residence of Each Principal Amount of Tendered Notes
Beneficial Owner of Tendered Notes Held for Account of Beneficial Owner
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
3
<PAGE>
BOX 3
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 7)
TO BE COMPLETED ONLY IF EXCHANGE NOTES EXCHANGED FOR NOTES AND UNTENDERED
NOTES ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE
UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.
Mail Exchange Note(s) and any untendered Notes to:
Name(s):
___________________________________________________________________________
(please print)
Address:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
(include Zip Code)
Tax Identification or Social Security No.:
___________________________________________________________________________
BOX 4
USE OF GUARANTEED DELIVERY
(See Instruction 2)
TO BE COMPLETED ONLY IF NOTES ARE BEING TENDERED BY MEANS OF A NOTICE OF
GUARANTEED DELIVERY.
Name(s) of Registered Holder(s):
___________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Institution which Guaranteed Delivery: ____________________________
BOX 5
USE OF BOOK-ENTRY TRANSFER
(See Instruction 1)
TO BE COMPLETED ONLY IF DELIVERY OF TENDERED NOTES IS TO BE MADE BY BOOK-
ENTRY TRANSFER.
Name of Tendering Institution: ____________________________________________
Account Number: ___________________________________________________________
Transaction Code Number: __________________________________________________
4
<PAGE>
BOX 6
TENDERING HOLDER SIGNATURE
(See Instructions 1 and 5)
In Addition, Complete Substitute Form W-9
- --------------------------------------------------------------------------------
X _________________________________ Signature Guarantee
X _________________________________ (If required by Instruction 5)
(Signature of Registered Holder(s)
or Authorized Signatory) Authorized Signature
Note: The above lines must be X _________________________________
signed by the registered holder(s) Name: _____________________________
of Notes as their name(s) ap- (please print)
pear(s) on the Notes or by per- Title: ____________________________
son(s) authorized to become regis- Name of Firm: _____________________
tered holder(s) (evidence of which (Must be an Eligible
authorization must be transmitted Institution as defined in
with this Letter of Transmittal). Instruction 2)
If signature is by a trustee, ex-
ecutor, administrator, guardian, Address: __________________________
attorney-in-fact, officer, or _____________________________
other person acting in a fiduciary _____________________________
or representative capacity, such (include Zip Code)
person must set forth his or her
full title below. See Instruction Area Code and Telephone Number:
5.
___________________________________
Name(s): __________________________ Dated: ____________________________
___________________________________
Capacity:__________________________
___________________________________
Street Address: ___________________
___________________________________
___________________________________
(include Zip Code)
Area Code and Telephone Number:
___________________________________
Tax Identification or Social
Security Number:
___________________________________
5
<PAGE>
PAYOR'S NAME: INSIGHT MIDWEST, L.P.
INSIGHT CAPITAL, INC.
- --------------------------------------------------------------------------------
Name (if joint names, list first and circle the name of
the person or entity whose number you enter in Part 1
below. See instructions if your name has changed.)
SUBSTITUTE
----------------------------------------------------------
Form W-9 Address
Department of the ----------------------------------------------------------
Treasury Internal City, State and ZIP Code
Revenue Service ----------------------------------------------------------
List account number(s) here (optional)
----------------------------------------------------------
Part 1--PLEASE PROVIDE YOUR Social Security
TAXPAYER IDENTIFICATION NUMBER Number or TIN
("TIN") IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING -----------------
BELOW.
----------------------------------------------------------
Part 2--Check the box if you are NOT subject to backup
withholding under the provisions of section
3406(a)(1)(C) of the Internal Revenue Code because (1)
you have not been notified that you are subject to
backup withholding as a result of failure to report all
interest or dividends or (2) the Internal Revenue
Service has notified you that you are no longer subject
to backup withholding. [_]
- --------------------------------------------------------------------------------
CERTIFICATION--UNDER THE PENALTIES
OF PERJURY, I CERTIFY THAT THE IN-
FORMATION PROVIDED ON THIS FORM IS
TRUE, CORRECT AND COMPLETE.
Part 3 --
Awaiting TIN [_]
SIGNATURE _______________ DATE _____
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
6
<PAGE>
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Notes. A properly completed
and duly executed copy of this Letter of Transmittal, including Substitute
Form W-9, and any other documents required by this Letter of Transmittal must
be received by the Exchange Agent at its address set forth herein, and either
certificates for Tendered Notes must be received by the Exchange Agent at its
address set forth herein or such Tendered Notes must be transferred pursuant
to the procedures for book-entry transfer described in the Prospectus under
the caption "Exchange Offer--Procedures for Tendering Initial Notes" (and a
confirmation of such transfer received by the Exchange Agent), in each case
prior to 5:00 p.m., New York City time, on the Expiration Date. The method of
delivery of certificates for Tendered Notes, this Letter of Transmittal and
all other required documents to the Exchange Agent is at the election and risk
of the tendering holder and the delivery will be deemed made only when
actually received by the Exchange Agent. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. Instead
of delivery by mail, it is recommended that the holder use an overnight or
hand delivery service. In all cases, sufficient time should be allowed to
assure timely delivery. No Letter of Transmittal or Notes should be sent to
the Issuers. Neither the Issuers nor the registrar is under any obligation to
notify any tendering holder of the Issuers' acceptance of Tendered Notes prior
to the closing of the Exchange Offer.
2. Guaranteed Delivery Procedures. Holders who wish to tender their Notes
but whose Notes are not immediately available, and who cannot deliver their
Notes, this Letter of Transmittal or any other documents required hereby to
the Exchange Agent prior to the Expiration Date must tender their Notes
according to the guaranteed delivery procedures set forth below, including
completion of Box 4. Pursuant to such procedures: (i) such tender must be made
by or through a firm which is a member of a recognized Medallion Program
approved by the Securities Transfer Association Inc. (an "Eligible
Institution") and the Notice of Guaranteed Delivery must be signed by the
holder; (ii) prior to the Expiration Date, the Exchange Agent must have
received from the holder and the Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by mail or hand delivery) setting
forth the name and address of the holder, the certificate number(s) of the
Tendered Notes and the principal amount of Tendered Notes, stating that the
tender is being made thereby and guaranteeing that, within five New York Stock
Exchange trading days after the Expiration Date, this Letter of Transmittal
together with the certificate(s) representing the Notes and any other required
documents will be deposited by the Eligible Institution with the Exchange
Agent; and (iii) such properly completed and executed Letter of Transmittal,
as well as all other documents required by this Letter of Transmittal and the
certificate(s) representing all Tendered Notes in proper form for transfer,
must be received by the Exchange Agent within five New York Stock Exchange
trading days after the Expiration Date. Any holder who wishes to tender Notes
pursuant to the guaranteed delivery procedures described above must ensure
that the Exchange Agent receives the Notice of Guaranteed Delivery relating to
such Notes prior to 5:00 p.m., New York City time, on the Expiration Date.
Failure to complete the guaranteed delivery procedures outlined above will
not, of itself, affect the validity or effect a revocation of any Letter of
Transmittal form properly completed and executed by an Eligible Holder who
attempted to use the guaranteed delivery process.
3. Beneficial Owner Instructions to Registered Holders. Only a holder in
whose name Tendered Notes are registered on the books of the registrar (or the
legal representative or attorney-in-fact of such registered holder) may
execute and deliver this Letter of Transmittal. Any Beneficial Owner of
Tendered Notes who is not the registered holder must arrange promptly with the
registered holder to execute and deliver this Letter of Transmittal on his or
her behalf through the execution and delivery to the registered holder of the
Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner form accompanying this Letter of
Transmittal.
4. Partial Tenders. Tenders of Notes will be accepted only in integral
multiples of $1,000 in principal amount. If less than the entire principal
amount of Notes held by the holder is tendered, the tendering holder should
fill in the principal amount tendered in the column labeled "Aggregate
Principal Amount Tendered" of
7
<PAGE>
the box entitled "Description of Notes Tendered" (Box 1) above. The entire
principal amount of Notes delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated. If the entire principal amount
of all Notes held by the holder is not tendered, then Notes for the principal
amount of Notes not tendered and Exchange Notes issued in exchange for any
Notes tendered and accepted will be sent to the Holder at his or her
registered address, unless a different address is provided in the appropriate
box on this Letter of Transmittal, as soon as practicable following the
Expiration Date.
5. Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
registered holder(s) of the Tendered Notes, the signature must correspond with
the name(s) as written on the face of the Tendered Notes without alteration,
enlargement or any change whatsoever.
If any of the Tendered Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Notes are held in different names, it will be necessary to complete, sign and
submit as many separate copies of the Letter of Transmittal as there are
different names in which Tendered Notes are held.
If this Letter of Transmittal is signed by the registered holder(s) of
Tendered Notes, and Exchange Notes issued in exchange therefor are to be
issued (and any untendered principal amount of Notes is to be reissued) in the
name of the registered holder(s), then such registered holder(s) need not and
should not endorse any Tendered Notes, nor provide a separate bond power. In
any other case, such registered holder(s) must either properly endorse the
Tendered Notes or transmit a properly completed bond power with this Letter of
Transmittal, with the signature(s) on the endorsement or bond power guaranteed
by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any Tendered Notes, such Tendered Notes must be
endorsed or accompanied by appropriate bond powers, in each case, signed as
the name(s) of the registered holder(s) appear(s) on the Tendered Notes, with
the signature(s) on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Tendered Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by
the Issuers, evidence satisfactory to the Issuers of their authority to so act
must be submitted with this Letter of Transmittal.
Endorsements on Tendered Notes or signatures on bond powers required by this
Instruction 5 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Tendered Notes are tendered (i) by a registered holder
who has not completed the box set forth herein entitled "Special Delivery
Instructions" (Box 3) or (ii) by an Eligible Institution.
6. Special Delivery Instructions. Tendering holders should indicate, in the
applicable box (Box 3), the name and address to which the Exchange Notes
and/or substitute Notes for principal amounts not tendered or not accepted for
exchange are to be sent, if different from the name and address of the person
signing this Letter of Transmittal. In the case of issuance in a different
name, the taxpayer identification or social security number of the person
named must also be indicated.
7. Transfer Taxes. The Issuers will pay all transfer taxes, if any,
applicable to the exchange of Tendered Notes pursuant to the Exchange Offer.
If, however, a transfer tax is imposed for any reason other than the transfer
and exchange of Tendered Notes pursuant to the Exchange Offer, then the amount
of any such transfer taxes (whether imposed on the registered holder or on any
other person) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
this Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Tendered Notes listed in this Letter
of Transmittal.
8
<PAGE>
8. Tax Identification Number. Federal income tax law requires that the
holder(s) of any Tendered Notes which are accepted for exchange must provide
the Issuers (as payor) with its correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the Issuers are not provided with the correct TIN,
the Holder may be subject to backup withholding and a $50 penalty imposed by
the Internal Revenue Service. (If withholding results in an over-payment of
taxes, a refund may be obtained.) Certain holders (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements.
To prevent backup withholding, each holder of Tendered Notes must provide
such holder's correct TIN by completing the Substitute Form W-9 set forth
herein, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN), and that (i) the holder has not been notified by the Internal
Revenue Service that such holder is subject to backup withholding as a result
of failure to report all interest or dividends or (ii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to
backup withholding.
The Issuers reserve the right in their sole discretion to take whatever
steps are necessary to comply with the Issuers' obligation regarding backup
withholding.
9. Validity of Tenders. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of Tendered Notes will
be determined by the Issuers in their sole discretion, which determination
will be final and binding. The Issuers reserve the right to reject any and all
Notes not validly tendered or any Notes the Issuers' acceptance of which
would, in the opinion of the Issuers or their counsel, be unlawful. The
Issuers also reserve the right to waive any conditions of the Exchange Offer
or defects or irregularities in tenders of Notes as to any ineligibility of
any holder who seeks to tender Notes in the Exchange Offer. The interpretation
of the terms and conditions of the Exchange Offer (including this Letter of
Transmittal and the instructions hereto) by the Issuers shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Notes must be cured within such time as the Issuers
shall determine. Neither the Issuers, the Exchange Agent nor any other person
shall be under any duty to give notification of defects or irregularities with
respect to tenders of Notes, nor shall any of them incur any liability for
failure to give such notification. Tenders of Notes will not be deemed to have
been made until such defects or irregularities have been cured or waived. Any
Notes received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holders, unless otherwise
provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date.
10. Waiver of Conditions. The Issuers reserve the absolute right to amend,
waive or modify any of the conditions in the Exchange Offer in the case of any
Tendered Notes.
11. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Notes or transmittal of this Letter of Transmittal will
be accepted.
12. Mutilated, Lost, Stolen or Destroyed Notes. Any tendering holder whose
Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated herein for further instructions.
13. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus or this Letter
of Transmittal may be directed to the Exchange Agent at the address indicated
herein. Holders may also contact their broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Exchange Offer.
14. Acceptance of Tendered Notes and Issuance of Notes; Return of Notes.
Subject to the terms and conditions of the Exchange Offer, the Issuers will
accept for exchange all validly tendered Notes as soon as
9
<PAGE>
practicable after the Expiration Date and will issue Exchange Notes therefor
as soon as practicable thereafter. For purposes of the Exchange Offer, the
Issuers shall be deemed to have accepted tendered Notes when, as and if the
Issuers have given written or oral notice (immediately followed in writing)
thereof to the Exchange Agent. If any Tendered Notes are not exchanged
pursuant to the Exchange Offer for any reason, such unexchanged Notes will be
returned, without expense, to the undersigned at the address shown in Box 1 or
at a different address as may be indicated herein under "Special Delivery
Instructions" (Box 3).
15. Withdrawal. Tenders may be withdrawn only pursuant to the procedures set
forth in the Prospectus under the caption "Exchange Offer."
10
<PAGE>
Exhibit 99.2
INSTRUCTIONS TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
OF
INSIGHT MIDWEST, L.P.
INSIGHT CAPITAL, INC.
9 3/4% Senior Notes due 2009
To Registered Holder and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus, dated April
, 2000 (the "Prospectus") of Insight Midwest, L.P. a Delaware limited
partnership ("Insight Midwest"), and Insight Capital, Inc., a Delaware
corporation ("Insight Capital" and together with Insight Midwest, the
"Issuers"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuers' offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to action to be taken by you relating to the Exchange
Offer with respect to the 9 3/4% Senior Notes due 2009 (the "Notes") held by
you for the account of the undersigned.
The aggregate face amount of the Notes held by you for the account of the
undersigned is (fill in amount):
$ of the 9 3/4% Senior Notes due 2009.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[_]TO TENDER the following Notes held by you for the account of the
undersigned (Insert principal amount of Notes to be tendered, if
any): $ .
[_]NOT TO TENDER any Notes held by you for the account of the undersigned.
If the undersigned instruct you to tender the Notes held by you for the
account of the undersigned, it is understood that you are authorized (a) to
make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in
the Letter of Transmittal that are to be made with respect to the undersigned
as a beneficial owner, including but not limited to the representations that
(i) the undersigned's principal residence is in the state of (fill in state)
, (ii) the undersigned is acquiring the Exchange Notes in the ordinary
course of business of the undersigned, (iii) the undersigned is not
participating, does not participate, and has no arrangement or understanding
with any person to participate, in the distribution of the Exchange Notes,
(iv) the undersigned acknowledges that any person participating in the
Exchange Offer for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities
Act of 1933, as amended (the "Act"), in connection with a secondary resale
transaction of the Exchange Notes acquired by such person and cannot rely on
the position of the Staff of the Securities and Exchange Commission set forth
in no-action letters that are discussed in the section of the Prospectus
entitled "Exchange Offer--Registration Rights Agreement," and (v) the
undersigned is not an "affiliate," as defined in Rule 405 under the Act, of
the Issuers or any of their subsidiaries; (b) to agree, on behalf of the
undersigned, as set forth in the Letter of Transmittal; and (c) to take such
other action as necessary under the Prospectus or the Letter of Transmittal to
effect the valid tender of such Notes.
SIGN HERE
Name of beneficial owner(s): ________________________________________________
Signature(s): _______________________________________________________________
Name (please print): ________________________________________________________
Address: ____________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Telephone number: ___________________________________________________________
Taxpayer Identification or Social Security Number: __________________________
Date: _______________________________________________________________________
<PAGE>
Exhibit 99.3
NOTICE OF GUARANTEED DELIVERY
With Respect to
9 3/4% Senior Notes due 2009
of
INSIGHT MIDWEST, L.P.
INSIGHT CAPITAL, INC.
Pursuant to the Prospectus Dated April , 2000
This form must be used by a holder of 9 3/4% Senior Notes due 2009 (the
"Notes") of Insight Midwest, L.P., a Delaware limited partnership ("Insight
Midwest"), and Insight Capital, Inc., a Delaware corporation ("Insight Capital"
and together with Insight Midwest, the "Issuers"), who wishes to tender Notes
to the Exchange Agent pursuant to the guaranteed delivery procedures described
in "Exchange Offer--Guaranteed Delivery Procedure" of the Issuers' Prospectus
dated April , 2000 (the "Prospectus") and in Instruction 2 to the related
Letter of Transmittal. Any holder who wishes to tender Notes pursuant to such
guaranteed delivery procedures must ensure that the Exchange Agent receives
this Notice of Guaranteed Delivery prior to the Expiration Date of the Exchange
Offer. Capitalized terms used but not defined herein have the meanings ascribed
to them in the Prospectus or the Letter of Transmittal.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 2000 UNLESS EXTENDED (THE "EXPIRATION DATE").
Harris Trust Company of New York
(the "Exchange Agent"):
IF BY OVERNIGHT COURIER: IF BY HAND:
Harris Trust Company of New York Harris Trust Company of New
88 Pine Street, 19th Floor York
New York, New York 10005 88 Pine Street, 19th Floor
Attn: Corporate Trust Department New York, New York 10005
Attn: Corporate Trust
Department
IF BY MAIL:
Harris Trust Company of New York
Wall Street Station
P.O. Box 1023
New York, New York 10268-1023
Attn: Corporate Trust Department
Delivery of this instrument to an address other than as set forth above will
not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuers, upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus and in Instruction 2 of the Letter of Transmittal.
The undersigned hereby tenders the Notes listed below:
<TABLE>
- ---------------------------------------------------------------------------------------
<CAPTION>
Certificate Number(s) (if known) of Notes or Aggregate Principal Aggregate Principal
Account Number at the Book-Entry Facility Amount Represented Amount Tendered
<S> <C> <C>
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>
PLEASE SIGN AND COMPLETE
- -------------------------------------------------------------------------------
Signatures of Registered Holder(s)
or Authorized Signatory: ___________ Date: _____________, 2000
____________________________________ Address: ___________________________
____________________________________ ____________________________________
Name(s) of Registered Holder(s): ___ Area Code and Telephone No. ________
____________________________________
____________________________________
This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their name(s) appear on certificates for Notes or on a security position
listing as the owner of Notes, or by person(s) authorized to become
Holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.
Please print name(s) and address(es)
Name(s): --------------------------------------------------------------------
-----------------------------------------------------------------------------
Capacity: -------------------------------------------------------------------
Address(es): ----------------------------------------------------------------
-----------------------------------------------------------------------------
2
<PAGE>
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers,
Inc., or is a commercial bank or trust company having an office or
correspondent in the United States, or is otherwise an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent
of the Letter of Transmittal (or facsimile thereof), together with the Notes
tendered hereby in proper form for transfer (or confirmation of the book-
entry transfer of such Notes into the Exchange Agent's account at the Book-
Entry Transfer Facility described in the Prospectus under the caption
"Exchange Offer -- Guaranteed Delivery Procedure" and in the Letter of
Transmittal) and any other required documents, all by 5:00 p.m., New York
City time, on the fifth New York Stock Exchange trading day following the
Expiration Date.
Name of firm _______________________ ____________________________________
(Authorized Signature)
Address ____________________________ Name _______________________________
(Please Print)
____________________________________ Title_______________________________
(Include Zip Code)
Area Code and Tel. No. _____________ Dated _______________________ , 2000
DO NOT SEND SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF SECURITIES MUST
BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.
3
<PAGE>
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at its address set forth herein prior to the Expiration
Date. The method of delivery of this Notice of Guaranteed Delivery and any
other required documents to the Exchange Agent is at the election and sole
risk of the holder, and the delivery will be deemed made only when actually
received by the Exchange Agent. If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended. As an alternative
to delivery by mail, the holders may wish to consider using an overnight or
hand delivery service. In all cases, sufficient time should be allowed to
assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 2 of the Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Notes
referred to herein, the signature must correspond with the name(s) written on
the face of the Notes without alteration, enlargement, or any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a participant
of the Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of the Notes, the signature must correspond with the name
shown on the security position listing as the owner of the Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Notes listed or a participant of the Book-Entry
Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate bond powers, signed as the name of the registered holder(s)
appears on the Notes or signed as the name of the participant shown on the
Book-Entry Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified herein. Holders may
also contact their broker, dealer, commercial bank, trust company, or other
nominee for assistance concerning the Exchange Offer.
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