Print Page  Close Window

SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
<PAGE>
 
Broker-Dealer 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 available to any Participating
Broker-Dealer for use in connection with any such resale (provided that the
Obligors receive a reasonable request therefor from such Participating Broker-
Dealer of its status as a Participating Broker-Dealer). See "Plan of
Distribution."
 
  Any holder who tenders in the Exchange Offer with the intention to
participate, or for the purpose of participating, in a distribution of the New
Notes could not rely on the position of the staff of the Commission enunciated
in no-action letters and, in the absence of an exemption therefrom, must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. Failure to comply
with such requirements in such instance may result in such holder incurring
liability under the Securities Act for which the holder is not indemnified by
the Obligors.
 
  To comply with the securities laws of certain jurisdictions, it may be
necessary to qualify for sale or register the New Notes prior to offering or
selling such New Notes. Upon consummation of the Exchange Offer, holders that
were not prohibited from participating in the Exchange Offer and did not
tender their Old Notes will not have any registration rights under the
Registration Rights Agreement with respect to such nontendered Old Notes, and
accordingly, such Old Notes will continue to be subject to the restrictions on
transfer contained in the legend thereon. In general, Old Notes may not be
offered or sold, unless registered under the Securities Act and applicable
state securities laws. See "The Exchange Offer--Consequences of Failure to
Exchange."
 
  Issuance of the New Notes in exchange for the Old Notes pursuant to the
Exchange Offer will be made only after a timely receipt by the Obligors of
such Old Notes, a properly completed and duly executed Letter of Transmittal
and all other required documents. Therefore, holders of the Old Notes desiring
to tender such Old Notes in exchange for New Notes should allow sufficient
time to ensure timely delivery. The Obligors are under no duty to give
notification of defects or irregularities with respect to the tenders of Old
Notes for exchange. Old Notes that are not tendered or are tendered but not
accepted will, following the consummation of the Exchange Offer, continue to
be subject to the existing restrictions upon transfer thereof, and, upon
consummation of the Exchange Offer, certain registration rights with respect
to the Old Notes under the Registration Rights Agreement will terminate. In
addition, any holder of Old Notes who tenders in the Exchange Offer for the
purpose of participating in a distribution of the New Notes may be deemed to
have received restricted securities, and if so, will be required to comply
with the registration and prospectus delivery requirements of the Securities
Act in connection with any resale transaction. Each broker-dealer that
receives New Notes for its own account in exchange for Old Notes, where such
Old Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver
a prospectus in connection with any resale of such New Notes. See "Plan of
Distribution." To the extent that Old Notes are tendered and accepted in the
Exchange Offer, the trading market for untendered and tendered but unaccepted
Old Notes could be adversely affected. See "The Exchange Offer."
 
FORWARD LOOKING STATEMENTS
 
  This Prospectus contains forward-looking statements which can be identified
by terminology such as "believes," "anticipates," "intends," "expects" and
words of similar import. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, events or developments to be materially different from any future
results, events or developments expressed or implied by such forward-looking
statements. Such factors include, among others, the following: general
economic and business conditions, both nationally and in the regions in which
the Company operates; technology changes; competition; changes in business
strategy or development plans; the high leverage of the Company; the ability
to attract and retain qualified personnel; existing governmental regulations
and changes in, or the failure to comply with, governmental regulations;
liability and other claims asserted against the Company; and other factors
referenced in this Prospectus, including, without limitation, under the
captions "Summary," "Risk Factors,"
 
                                      28