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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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commenced and not consummated by October 9, 1998, the Obligors will (i) file
the Shelf Registration Statement covering resales of the Old Notes; (ii) use
their best efforts to cause the Shelf Registration Statement to be declared
effective under the Securities Act and (iii) use their best efforts to keep
effective the Shelf Registration Statement until the earlier of (a) two years
after the date of the original issuance of the Old Notes or (b) such time as
all of the applicable Old Notes have been sold thereunder. The Obligors will,
in the event of the filing of the Shelf Registration Statement, provide to
each applicable holder of the Old Notes copies of the prospectus which is a
part of the Shelf Registration Statement, notify each such holder when the
Shelf Registration Statement has become effective and take certain other
actions as are required to permit unrestricted resales of the Old Notes. A
holder of the Old Notes that sells such Old Notes pursuant to the Shelf
Registration Statement generally will be required to be named as a selling
security holder in the related prospectus and to deliver a prospectus to
purchasers, will be subject to certain of the civil liability provisions under
the Securities Act in connection with such sales and will be bound by the
provisions of the Registration Rights Agreement which are applicable to such a
holder (including certain indemnification obligations). In addition, each
holder of the Old Notes will be required to deliver information to be used in
connection with the Shelf Registration Statement and to provide comments on
the Shelf Registration Statement within the time periods set forth in the
Registration Rights Agreement in order to have their Old Notes included in the
Shelf Registration Statement and to benefit from the provisions set forth in
the following paragraph.
 
  In the event the Exchange Offer is not consummated and the Shelf
Registration Statement is not declared effective on or prior to October 9,
1998, interest on the Notes (in addition to the accrual of original issue
discount during the period ended April 15, 2003 and in addition to interest
otherwise due on the Notes after such date) will accrue from October 9, 1998
at a rate of 0.5% per annum of the accreted value of the Notes on the
preceding semi-annual accrual date and be payable in cash semi-annually
commencing April 15, 1999 until the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective.
 
  Holders of Old Notes will be required to make certain representations to the
Obligors (as described in the Registration Rights Agreement) in order to
participate in the Exchange Offer and will be required to deliver information
to be used in connection with the Shelf Registration Statement and to provide
comments on the Shelf Registration Statement within the time periods set forth
in the Registration Rights Agreement in order to have their Old Notes included
in the Shelf Registration Statement and benefit from the provisions regarding
Additional Interest set forth above.
 
  The summary herein of certain provisions of the Registration Rights
Agreement does not purport to be complete and is subject to, and is qualified
in its entirety by, all the provisions of the Registration Rights Agreement, a
copy of which is filed as an exhibit to the Exchange Offer Registration
Statement of which this Prospectus is a part.
 
  Following the consummation of the Exchange Offer, holders of the Old Notes
who were eligible to participate in the Exchange Offer but who did not tender
their Old Notes will not have any further registration rights and such Old
Notes will continue to be subject to certain restrictions on transfer.
Accordingly, the liquidity of the market for such Old Notes could be adversely
affected.
 
TERMS OF THE EXCHANGE OFFER
 
  Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, the Obligors will accept any and all Old
Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City
time, on the Expiration Date. The Obligors will issue $1,000 original
Principal Amount at Maturity of New Notes in exchange for each $1,000 original
Principal Amount at Maturity of outstanding Old Notes accepted in the Exchange
Offer. Holders may tender some or all of their Old Notes pursuant to the
Exchange Offer. However, Old Notes may be tendered only in integral multiples
of $1,000.
 
  The form and terms of the New Notes are the same as the form and terms of
the Old Notes except that (i) the New Notes have been registered under the
Securities Act and hence will not bear legends restricting the
 
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