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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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  The Exchange Offer is being made to satisfy certain obligations of the
Obligors and the Guarantor under the Registration Rights Agreement, dated as
of April 6, 1998 (the "Registration Rights Agreement"), among the Obligors,
the Guarantor and Morgan Stanley & Co. Incorporated, as the placement agent
("Morgan Stanley" or the "Placement Agent"). Upon consummation of the Exchange
Offer, holders of Old Notes 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.
 
  Based upon interpretations by the staff of the Securities and Exchange
Commission (the "Commission") set forth in certain 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 the 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 thereof (other than any such holder which is an
"affiliate" of the Obligors within the meaning of Rule 405 under the
Securities Act of 1933, as amended (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 at the time of the consummation of the Exchange
Offer, such holder has no arrangement or understanding with any person to
participate in the distribution of such New Notes. See "The Exchange Offer--
Resale of the New Notes." Holders of Old Notes wishing to accept the Exchange
Offer must represent to the Obligors, as required by the Registration Rights
Agreement, that such conditions have been met and that such holder that is an
"affiliate" of the Obligors within the meaning of Rule 405 under the
Securities Act. Each broker-dealer that is the beneficial owner (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of New Notes for its own account pursuant to the
Exchange Offer (a "Participating Broker-Dealer") 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 any
person subject to the prospectus delivery requirements of the Securities Act
(other than a Participating Broker Dealer (an "Excluded Participating Broker
Dealer") who either (x) acquired Notes other than for its own account as a
result of market-making activities or other trading activities or (y) has
entered into any arrangement or understanding with any Obligor or any
affiliate of any Obligor to distribute the New Notes). The Obligors have
agreed that, for a period of up to 180 days, they will use their reasonable
best efforts to keep the Exchange Offer Registration Statement (as defined)
effective and to amend and supplement this Prospectus in order to permit this
Prospectus to be lawfully delivered by all persons subject to the prospectus
delivery requirements of the Securities Act (provided that, as set forth in
the Letter of Transmittal, such persons shall have acknowledged that they may
be subject to such requirements and have undertaken to use their reasonable
best efforts to notify the Obligors when they are no longer subject to such
requirements). See "Plan of Distribution."
 
  The Old Notes were originally issued and sold on April 9, 1998 in an
offering of $163,175,000 aggregate original Principal Amount at Maturity of
the Old Notes (the "Offering,"). The Offering was exempt from registration
under the Securities Act in reliance upon the exemptions provided by Rule
144A, Section 4(2) and Regulation S of the Securities Act. Accordingly, the
Old Notes may not be reoffered, resold or otherwise pledged, hypothecated or
transferred in the United States unless so registered or unless an exemption
from the registration requirements of the Securities Act and applicable state
securities laws is available. Upon completion of the Exchange Offer, Old Notes
which have not been exchanged for New Notes will remain outstanding. See "Risk
Factors Consequences of Failure to Exchange."
 
  The Company will not receive any proceeds from the Exchange Offer.
 
  The Obligors have not entered into any arrangement or understanding with any
person to distribute the New Notes to be received in the Exchange Offer, and
to the best of the Obligors' information and belief, each person participating
in the Exchange Offer is acquiring the New Notes in its ordinary course of
business and has no arrangement or understanding with any person to
participate in the distribution of the New Notes to be received in the
Exchange Offer. Any holder who is an "affiliate" of the Obligors (within the
meaning of Rule 405 under
 
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