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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
                               EXPLANATORY NOTE
  This Registration Statement covers the registration of $163,175,000
aggregate Principal Amount at Maturity of 10% Senior Discount Notes due 2008
(the "New Notes"), which are being issued by Renaissance Media (Louisiana)
LLC, Renaissance Media (Tennessee) LLC and Renaissance Media Capital
Corporation (collectively, the "Obligors") and guaranteed by Renaissance Media
Group LLC (the "Guarantor") in exchange for 10% Senior Discount Notes due 2008
with terms substantially identical to the New Notes (the "Old Notes"). The Old
Notes were previously issued and sold by the Obligors and guaranteed by the
Guarantor in an offering exempt from the registration requirements of the
Securities Act of 1933, as amended. The complete Prospectus contained herein
relates to the issuance and exchange of the New Notes for the Old Notes.
Immediately following the complete Prospectus are certain alternate pages of
the Prospectus, which will be included in the prospectus relating to certain
marketing-making activities with respect to the Notes, which may, from time to
time, be carried out by Morgan Stanley & Co. Incorporated (the "Market-Making
Prospectus"). The two prospectuses will be identical in all respects, except
for the front cover page and the Plan of Distribution and except for the fact
that the Market-Making Prospectus will not contain the information in the
Prospectus Summary relating to the Exchange Offer, the information under the
captions "The Exchange Offer" and "Certain United States Federal Income Tax
Consequences" will be deleted and certain conforming changes will be made to
delete references to the Exchange Offer and federal tax considerations. The
prospectus for the Exchange Offer follows immediately after this Explanatory
Note. Following such prospectus are the form of the alternative cover page and
Plan of Distribution section for the Market-Making Prospectus and alternative
pages covering conforming changes.