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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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activities, it may be required to deliver a "market-making prospectus" when
effecting offers and sales in the New Notes because of the beneficial
ownership in the equity of Holdings by the Morgan Stanley Entities. For so
long as a market-making prospectus is required to be delivered, the ability of
Morgan Stanley to make a market in the New Notes may, in part, be dependent on
the ability of the Guarantor and the Obligors to maintain a current market-
making prospectus. See "Transfer Restrictions."
  The Old Notes have not been registered under the Securities Act and were
offered in reliance upon exemptions from registration under the Securities Act
and applicable state securities laws. Therefore, the Old Notes may be
transferred or resold only in a transaction registered under or exempt from
the Securities Act and applicable state securities laws. Pursuant to the
Registration Rights Agreement, the Guarantor and each Obligor have agreed to
file a registration statement relating to the Exchange Offer with the
Commission and to use their best efforts to cause such registration statement
to become effective with respect to the New Notes. If issued, the New Notes
generally will be permitted to be resold or otherwise transferred by each
holder without the requirement of further registration. The New Notes,
however, will also constitute a new issue of securities with no established
trading market. No assurance can be given as to the liquidity of the trading
market for the New Notes or, in the case of non-exchanging holders of Old
Notes, the trading market for the Old Notes following the Exchange Offer.
Holders who do not participate in the Exchange Offer may thereafter hold a
less liquid security. See "Description of Notes--Registration Rights."
  The Old Notes were issued at a substantial discount from their principal
amount at maturity. Consequently, the purchasers of the Notes generally will
be required to include amounts in gross income for federal income tax purposes
in advance of receipt of the cash payments to which such income is
attributable. See "Certain United States Federal Income Tax Consequences" for
a more detailed discussion of the U.S. federal income tax consequences to the
holders of the Notes of the purchase, ownership and disposition of the Notes.
  If a bankruptcy case is commenced by or against the Guarantor or the
Obligors under the U.S. Bankruptcy Code after the issuance of the Notes, the
claim of a holder of Notes with respect to the principal amount thereof may be
limited to an amount equal to the sum of (i) the initial public offering
price, and (ii) that portion of the original issue discount that is not deemed
to constitute "unmatured interest" for purposes of the U.S. Bankruptcy Code.
Any original issue discount that was not amortized as of any such bankruptcy
filing would constitute "unmatured interest."
  Based on an interpretation by the staff of the Commission set forth in no-
action letters issued to third parties (including Exxon Capital Holdings
Corp., SEC No-Action Letter (April 13, 1989); Morgan Stanley & Co. Inc., SEC
No-Action Letter (June 5, 1991); and Shearman & Sterling, SEC No-Action Letter
(July 2, 1993)), the Obligors believe that New Notes issued pursuant to the
Exchange Offer in exchange for Old Notes may be offered for resale, resold and
otherwise transferred by any holder of such New Notes (other than any such
holder which is an "affiliate" of any Obligor within the meaning of Rule 405
under the Securities Act) without compliance with the registration and
prospectus delivery requirements of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such holder's business and that
such holder does not intend to participate and has no arrangement or
understanding with any person to participate in the distribution of such New
Notes. Any Participating Broker-Dealer that acquired Old Notes for its own
account as a result of market-making activities or other trading activities
may be a statutory underwriter. 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. The Letter of Transmittal states that by so acknowledging 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.
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 by
such Participating