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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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Message in lieu of the Letter of Transmittal, and any other required
documents, must, in any case, be received by the Exchange Agent at its address
set forth below under the caption "Exchange Agent" on or prior to the
Expiration Date, or the guaranteed delivery procedures described below must be
complied with. The confirmation of book-entry transfer of Old Notes into the
Exchange Agent's account at DTC as described above is referred to herein as a
"Book-Entry Confirmation." Delivery of documents to DTC in accordance with
DTC's procedures does not constitute delivery to the Exchange Agent.
 
  The term "Agent's Message" means a message transmitted by DTC to, and
received by, the Exchange Agent and forming a part of a Book-Entry
Confirmation, which states that DTC has received an express acknowledgment
from the participant in DTC tendering the Old Notes stating (i) the aggregate
principal amount of Old Notes which have been tendered by such participant,
(ii) that such participant has received and agrees to be bound by the terms of
the Letter of Transmittal and (iii) that the Obligors may enforce such
agreement against the participant.
 
GUARANTEED DELIVERY PROCEDURES
 
  Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, (ii) who cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent or (iii) who
cannot complete the procedures for book-entry transfer, prior to the
Expiration Date, may effect a tender if:
 
    (a) the tender is made through an Eligible Institution;
 
    (b) prior to the Expiration Date, the Exchange Agent receives from such
  Eligible Institution a properly completed and duly executed Notice of
  Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
  setting forth the name and address of the holder, the certificate number(s)
  of such Old Notes and the principal amount of Old Notes tendered, stating
  that the tender is being made thereby and guaranteeing that, within five
  New York Stock Exchange trading days after the Expiration Date, the Letter
  of Transmittal (or facsimile thereof) (or in the case of a book-entry
  transfer, an Agent's Message) together with the certificate(s) representing
  the Old Notes (or a confirmation of book-entry transfer of such Notes into
  the Exchange Agent's account at the Book-Entry Transfer Facility), and any
  other documents required by the Letter of Transmittal will be deposited by
  the Eligible Institution with the Exchange Agent; and
 
    (c) the certificate(s) representing all tendered Old Notes in proper form
  for transfer (or a confirmation of book-entry transfer of such Old Notes
  into the Exchange Agent's account at the Book-Entry Transfer Facility),
  together with a Letter of Transmittal (or facsimile thereof), properly
  completed and duly executed, with any required signature guarantees (or, in
  the case of a book-entry transfer, an Agent's Message) and all other
  documents required by the Letter of Transmittal are received by the
  Exchange Agent upon five New York Stock Exchange trading days after the
  Expiration Date.
 
  Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their Old Notes according to the guaranteed
delivery procedures set forth above.
 
WITHDRAWAL OF TENDERS
 
  Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the business day prior
to the Expiration Date.
 
  To withdraw a tender of Old Notes in the Exchange Offer, a telegram, telex,
letter or facsimile transmission notice of withdrawal must be received by the
Exchange Agent at its address set forth herein prior to 5:00 p.m., New York
City time, on the business day prior to the Expiration Date. Any such notice
of withdrawal must (i) specify the name of the person having deposited the Old
Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be
withdrawn (including the certificate number(s) and principal amount of such
Old Notes, or, in the case of Old Notes transferred by book-entry transfer,
the name and number of the account at the Book-Entry Transfer Facility to be
credited), (iii) be signed by the holder in the same manner as the original
signature
 
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