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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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the Securities Act), who does not acquire the New Notes in the ordinary course
of business or who tenders in the Exchange Offer 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 the 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.
 
  There has not previously been any public market for the Old Notes or the New
Notes. The Obligors do not intend to list the New Notes on any securities
exchange or to seek approval for quotation through any automated quotation
system. There can be no assurance that an active market for the New Notes will
develop. See "Risk Factors." Moreover, 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. The Company
has been advised by the Morgan Stanley & Co. Incorporated, the placement agent
(the "Placement Agent"), for the Old Notes, that it presently intends to make
a market in the New Notes. However, the Placement Agent is not obligated to do
so, and any market-making activity with respect to the New Notes may be
discontinued at any time without notice. There can be no assurance that an
active trading market will exist for the New Notes or that such trading market
will be liquid. See "Risk Factors--Lack of Public Market for the Notes."
 
  THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE OBLIGORS ACCEPT
SURRENDERS FOR EXCHANGE FROM, HOLDERS OF OLD NOTES IN ANY JURISDICTION IN
WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.
 
  NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
OR THE ACCOMPANYING LETTER OF TRANSMITTAL, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE OBLIGORS. NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE
ACCOMPANYING LETTER OF TRANSMITTAL NOR ANY EXCHANGE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
 
  UNTIL      , 1998 (90 DAYS AFTER COMMENCEMENT OF THE EXCHANGE OFFER), ALL
DEALERS EFFECTING TRANSACTIONS IN THE NEW NOTES, WHETHER OR NOT PARTICIPATING
IN THE EXCHANGE OFFER, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
  The New Notes will be available initially only in book-entry form and the
Obligors expect that the New Notes issued pursuant to the Exchange Offer will
be represented by one or more Global Notes (as defined), which will be
deposited with, or on behalf of, The Depository Trust Company ("DTC") and
registered in its name or in the name of Cede & Co., its nominee, except with
respect to institutional "accredited investors" (within the meaning of Rule
501 (a)(1), (2), (3) or (7) under the Securities Act) who will receive New
Notes in certificated form. Beneficial interests in the Global Notes will be
shown on, and transfers thereof will be effected through, records maintained
by DTC and its participants. After the initial issuance of the Global Notes,
New Notes in certificated form will be issued in exchange for the Global Notes
only under limited circumstances as set forth in the Indenture. See "Book-
Entry; Delivery and Form."
 
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