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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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                             PLAN OF DISTRIBUTION
  Each Participating Broker-Dealer that receives New Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes. This Prospectus,
as it may be amended or supplemented from time to time, may be used by a
Participating Broker-Dealer in connection with resales of New Notes received
in exchange for Old Notes where such Old Notes were acquired as a result of
market-making activities or other trading activities. The Obligors have agreed
that for a period of 180 days after the Expiration Date, they will make this
Prospectus, as amended or supplemented, available to any Participating Broker-
Dealer for use in connection with any such resale (provided that the Obligors
receive notice from any Participating Broker-Dealer of its status as a
Participating Broker-Dealer within 30 days after the consummation of the
Exchange Offer). In addition, until      , 1998 (90 days after the
commencement of the Exchange Offer), all dealers effecting transactions in the
New Notes may be required to deliver a prospectus.
  The Obligors will not receive any proceeds from any sales of the New Notes
by Participating Broker-Dealers. New Notes received by Participating Broker-
Dealers for their own account pursuant to the Exchange Offer may be sold from
time to time in one or more transactions in the over- the-counter market, in
negotiated transactions, through the writing of options on the New Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Participating Broker-Dealer and/or the purchasers of
any such New Notes. Any Participating Broker-Dealer that resells the New Notes
that were received by it for its own account pursuant to the Exchange Offer
and any broker or dealer that participates in a distribution of such New Notes
may be deemed to be an "underwriter" within the meaning of the Securities Act
and any profit on any such resale of New Notes and any commissions or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that
by acknowledging that it will deliver and by delivering a prospectus, a
Participating Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
  For a period of 180 days after the Expiration Date, the Obligors will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Participating Broker-Dealer that has
provided the Obligors with notice of its status as a Participating Broker-
Dealer within 30 days after the consummation of the Exchange Offer.
                                 LEGAL MATTERS
  The validity of the New Notes offered hereby will be passed upon on behalf
of the Obligors and the Guarantor by Dow, Lohnes & Albertson, PLLC,
Washington, D.C.
  The audited combined financial statements of the Systems as of December 31,
1996 and 1997, and for each of the three years ended December 31, 1997, and
the audited combined statements of Holdings and Renaissance Media as of
December 31, 1997 and for the period from November 5, 1997 (date of inception)
to December 31, 1997 appearing in this Prospectus and Registration Statement
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their reports thereon appearing elsewhere herein, and are included in reliance
upon such reports given upon the authority of such firm as experts in
accounting and auditing.