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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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                              [ALTERNATE PAGE 1]
 
(Cover page continued)
 
  This Prospectus is to be used by Morgan Stanley & Co. Incorporated ("Morgan
Stanley") in connection with offers and sales of the New Notes in market-
making transactions at negotiated prices related to prevailing market prices
at the time of sale. Morgan Stanley may act as principal or as agent in such
transactions. The Obligors will receive no portion of the proceeds of the
sales of such Notes. If Morgan Stanley conducts any market-making activities,
it may be required to deliver a "market-making prospectus" when effecting
offers and sales in the Notes because of the equity ownership of the Obligors
and the Guarantor by Morgan Stanley Capital Partners III, L.P. ("MSCP III"),
Morgan Stanley Capital Investors, L.P. ("MSCI"), MSCP III 892 Investors, L.P.
("MSCP Investors" and, collectively, with its affiliates, MSCP III, MSCI and
their respective affiliates, the "Morgan Stanley Entities"), all of which are
affiliates of Morgan Stanley. As of March 31, 1998, the Morgan Stanley
Entities owned in the aggregate approximately 87.6% of the outstanding equity
of the Obligors and the Guarantor. For as long as a market-making prospectus
is required to be delivered, the ability of Morgan Stanley to make a market in
the Notes may, in part, be dependent on the ability of the Obligors to
maintain a current market-making prospectus.
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                              TABLE OF CONTENTS
 

<TABLE>
<S>                                      <C>                                
Prospectus Summary...................    Legislation and Regulation.........    
The Company..........................    Management.........................    
Risk Factors.........................    Certain Relationships and Related      
Use of Proceeds......................     Transactions......................    
Capitalization.......................    Principal Securityholders..........    
Selected Financial and Other Data....    The Exchange Offer.................    
Proforma Financial Data..............    Description of the Notes...........    
Management's Discussion and Analysis     Plan of Distribution...............    
 of Financial Condition and Results      Legal Matters......................    
 of Operations.......................    Independent Auditors...............    
Recent Developments..................    Available Information..............    
Business.............................    Index to Financial Statements......    
</TABLE>

 
  THIS PROSPECTUS INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). ALL STATEMENTS REGARDING THE
EXPECTED FINANCIAL POSITION, BUSINESS AND FINANCING PLANS OF THE OBLIGORS AND
THE GUARANTOR ARE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE OBLIGORS AND THE
GUARANTOR BELIEVE THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING
STATEMENTS ARE REASONABLE, THEY CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS
WILL PROVE TO HAVE BEEN CORRECT. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM SUCH EXPECTATIONS ("CAUTIONARY STATEMENTS")
ARE DISCLOSED IN THIS PROSPECTUS, INCLUDING, WITHOUT LIMITATION, IN
CONJUNCTION WITH THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS PROSPECTUS
AND UNDER "RISK FACTORS." ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING
STATEMENTS ATTRIBUTABLE TO THE OBLIGORS, THE GUARANTOR, THEIR RESPECTIVE
SUBSIDIARIES OR PERSONS ACTING ON BEHALF OF ANY OF THEM ARE EXPRESSLY
QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS.