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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
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                              [ALTERNATE PAGE C-1]
 
                             SUBJECT TO COMPLETION
                               DATED JUNE  , 1998
PROSPECTUS
                                                                            LOGO
                          RENAISSANCE MEDIA GROUP LLC
                       RENAISSANCE MEDIA (LOUISIANA) LLC
                       RENAISSANCE MEDIA (TENNESSEE) LLC
                     RENAISSANCE MEDIA CAPITAL CORPORATION
 
              OFFER TO EXCHANGE 10% SENIOR DISCOUNT NOTES DUE 2008
              WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
         FOR ANY AND ALL OUTSTANDING 10% SENIOR DISCOUNT NOTES DUE 2008
 
                  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
              NEW YORK CITY TIME, ON      , 1998, UNLESS EXTENDED
 
  The 10% Senior Discount Notes due 2008 (the "'New Notes") of Renaissance
Media (Louisiana) LLC ("Renaissance Louisiana"), Renaissance Media (Tennessee)
LLC ("Renaissance Tennessee") and Renaissance Media Capital Corporation
("'Renaissance Capital" and, together with Renaissance Louisiana and
Renaissance Tennessee, the "Obligors") are fully and unconditionally guaranteed
(the "New Guaranty") on a senior basis by Renaissance Media Group LLC (the
"Guarantor"). Each of the Obligors is a wholly owned subsidiary of the
Guarantor. The Guarantor and its subsidiaries, including the Obligors and
Renaissance Media LLC, are hereinafter referred to as the "Company."
 
  The form and terms of the New Notes are the same as the form and terms of the
Old Notes except that (i) the issuance of the New Notes will have been
registered under the Securities Act and, therefore, the New Notes will not bear
legends restricting the transfer thereof and (ii) holders of the New Notes will
not be entitled to certain rights of holders of Old Notes under the
Registration Rights Agreement (as defined herein). The New Notes will evidence
the same debt as the Old Notes (which they replace) and will be issued under
and be entitled to the benefits of the Indenture, dated as of April 9, 1998
(the "Indenture"), by and among the Obligors, the Guarantor and United States
Trust Company of New York, as Trustee, governing the Old Notes. See "The
Exchange Offer" and "Description of the Notes."
 
  The Obligors and the Guarantor will accept for exchange any and all Old Notes
that are validly tendered on or prior to 5:00 p.m., New York City time, on the
Expiration Date. The Exchange Offer is not conditioned upon any minimum
aggregate principal amount of Old Notes being tendered for exchange. However,
the Exchange Offer is subject to certain conditions which may be waived by the
Obligors and the Guarantor and to the terms and provisions of the Registration
Rights Agreement (as defined herein). Old Notes may be tendered only in
denominations of $1,000 and integral multiples thereof. The Exchange Offer will
expire at 5:00 p.m., New York City time, on      , 1998, unless the Obligors,
in their sole discretion, extend the Exchange Offer (as it may be so extended,
the "Expiration Date"), in which case the term "Expiration Date" shall mean the
latest date and time to which the Exchange Offer is extended. Old Notes
tendered pursuant to the Exchange Offer may be withdrawn at any time prior to
5:00 p.m., New York City time on the business day prior to the Expiration Date;
otherwise such tenders are irrevocable.
 
  SEE "RISK FACTORS" BEGINNING ON PAGE 20 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PARTICIPANTS IN THE EXCHANGE OFFER.
 
                                  -----------
 
 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
   SECURITIES  AND EXCHANGE  COMMISSION OR  ANY STATE SECURITIES  COMMISSION
    PASSED  UPON   THE  ACCURACY  OR  ADEQUACY  OF  THIS   PROSPECTUS.  ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
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                                        (Cover page continued on following page)
 
                  The date of this Prospectus is      , 1998.