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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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regulatory authorities. Advances in communications technology as well as
changes in the marketplace and the regulatory and legislative environment are
constantly occurring. Thus, it is not possible to predict the effect that
ongoing or future developments might have on the cable television industry or
on the operations of the Company.
  The 1992 Cable Act and the FCC's rules implementing that Act generally have
increased the administrative and operational expenses of cable television
systems and have resulted in additional regulatory oversight by the FCC and
local or state franchise authorities. The Cable Acts and the corresponding FCC
regulations have established, among other things: (i) rate regulations; (ii)
mandatory carriage and retransmission consent requirements that require a
cable system under certain circumstances to carry a local broadcast station or
to obtain consent to carry a local or distant broadcast station; (iii) rules
for franchise renewals and transfers; and (iv) other requirements covering a
variety of operational areas such as technical standards and equal employment
opportunity and customer service requirements.
  The 1996 Telecom Act deregulates rates for CPSTs after March 31, 1999 for
most MSOs and, for certain small cable operators, immediately eliminates rate
regulation of CPSTs, and, in certain circumstances, basic services and
equipment. Time Warner and its affiliates entered into a "Social Contract"
with the FCC which became effective on January 1, 1996. Under the Social
Contract, which terminates December 31, 2000, Time Warner is permitted to make
the same rate adjustments on CPSTs which operators are permitted to make under
the FCC's rules for "external costs," including programming and franchise-
related costs and inflation, except that Time Warner may not adjust rates for
channel additions to the CPSTs pursuant to the FCC's rules, nor may it use
cost of service showings to adjust rates. In addition, Time Warner is
permitted to increase monthly CPST rates by an additional $1.00 per year above
other permissible increases in return for certain upgrade commitments through
the contract term. See "Regulation and Legislation--The Social Contract." The
FCC is conducting various rulemakings and reconsidering other regulations
adopted pursuant to the 1996 Telecom Act. The Company is currently unable to
predict the ultimate effect of the 1992 Cable Act or the 1996 Telecom Act, the
ultimate outcome of the various FCC rulemaking proceedings, or the litigation
challenging various aspects of this federal legislation and the FCC's
regulations implementing the legislation. In addition, the FCC and Congress
continue to be concerned that rates for regulated services are rising at a
rate exceeding inflation. Recently a bill was introduced in Congress which
would repeal the deregulation of CPST's now scheduled to be effective after
March 31, 1999. See "Regulation and Legislation."
  A bill, which was pending in the 1997 term of the Louisiana legislature and
which provided for the certification and regulation of cable television
systems by the Louisiana Public Service Commission ("PUC"), was not re-
introduced in the 1998 term. The bill, if adopted, among other provisions,
would have: (i) allowed the PUC to void, order new rates or reduce rates found
to be discriminatory or necessary to reflect adequate service; (ii) required
that all cable television systems commencing or expanding service be
franchised conditioned upon confirmation by the PUC; and (iii) provided the
PUC with the authority to order construction, operation, or an extension of
cable service on such terms and conditions as it deems reasonable where cable
service has been unreasonably delayed or withheld. During its 1997-1998 term,
the Tennessee legislature considered a bill which would permit municipalities
operating electric utility plants and electric cooperatives authorization to
provide cable television and other services. The Company cannot predict
whether any of the states in which it currently operates will engage in such
regulation in the future.
  A significant element of the Company's business strategy is to expand by
acquiring cable television systems located in reasonable proximity to existing
systems or of a sufficient size to enable the acquired system to serve as the
basis for a new local cluster. Any acquisition may have an adverse effect upon
the Company's operating results or cash flow. There is substantial competition
for attractive acquisition candidates. There can be no assurances that the
Company will be able to acquire suitable acquisition candidates on favorable
terms or that it will be able to integrate successfully any acquired business
with its existing operations or realize any efficiencies therefrom. There can
also be no assurances that any such acquisition, if consummated, will perform
as expected. In connection with such acquisitions, the Company may have to
upgrade a significant portion of the cable television systems it acquires to,
among other things, increase bandwidth and channel capacity. The Company's
inability to upgrade these