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S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
Entire Document
 
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+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                              [ALTERNATE PAGE C-1]
          
PROSPECTUS (SUBJECT TO COMPLETION)     
   
ISSUED AUGUST  , 1998                                                       LOGO
                          RENAISSANCE MEDIA GROUP LLC
                       RENAISSANCE MEDIA (LOUISIANA) LLC
                       RENAISSANCE MEDIA (TENNESSEE) LLC
                     RENAISSANCE MEDIA CAPITAL CORPORATION
                       
                    10% SENIOR DISCOUNT NOTES DUE 2008     
 
                  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
              NEW YORK CITY TIME, ON      , 1998, UNLESS EXTENDED
 
The 10% Senior Discount Notes  due 2008 (the "'New Notes") of Renaissance Media
 (Louisiana) LLC ("Renaissance Louisiana"),  Renaissance Media (Tennessee) LLC
  ("Renaissance   Tennessee")  and  Renaissance  Media   Capital  Corporation
   ("'Renaissance  Capital"  and, together  with  Renaissance Louisiana  and
    Renaissance  Tennessee, the "Obligors")  are fully  and unconditionally
     guaranteed  (the "New  Guaranty") on  a senior  basis  by Renaissance
      Media Group LLC (the "Guarantor"). Each of the Obligors is a wholly
       owned  subsidiary  of  the   Guarantor.  The  Guarantor  and  its
        subsidiaries, including the Obligors and Renaissance Media LLC,
         are hereinafter referred to as the "Company."
   
The New  Notes are being  sold at a  substantial discount from  their principal
amount  at maturity, and  there will not  be any payment  of interest prior  to
 October 15, 2003. Each  New Note will have a principal  amount at maturity of
 $1,000 and  an initial Accreted Value of    . Interest on the  New Notes will
  be paid semi-annually in cash at a rate of 10% per annum on each such April
  15  and October  15,  beginning on  October  15, 2003.  The  New Notes  are
   redeemable at the  option of  the Obligors, in  whole or in  part, at  any
   time  on or  after April  15, 2003,  at the  redemption prices  set forth
   herein,  plus accrued  interest, if any,  to the  date of redemption.  In
    addition, at any time prior to  April 15, 2001, the Obligors may redeem
    up  to 35% of  the aggregate  principal amount at  maturity of the  New
     Notes with the proceeds of one  or more sales of Capital Stock (other
     than  Disqualified Stock) at the  redemption price set  forth herein;
      provided, however, that  after any such  redemption at least  $106.0
      million  aggregate principal  amount at  maturity of  Notes remains
       outstanding.     
   
The  New  Notes  and  the   New  Guaranty  will  be  unsecured,  unsubordinated
indebtedness  of the  Obligors and  the Guarantor,  respectively, ranking  pari
 passu with all unsecured, unsubordinated indebtedness of the Obligors and the
 Guarantor and senior in right of  payment to all subordinated indebtedness of
 the  Obligors and  the Guarantor. At  March 31,  1998, on a  pro forma  basis
  after giving effect  to the  Transactions (as defined  herein) and assuming
  all Old  Notes have been exchanged  for New Notes pursuant to  the Exchange
   Offer, the  Obligors and  the  Guarantor would  have had  no indebtedness
   outstanding ranking pari passu with the New  Notes. The New Notes and the
   New Guaranty  will be effectively subordinated to all liabilities  of the
    Obligors' subsidiaries,  including  all indebtedness  under  the Senior
    Credits Facility  (as defined herein)  and trade payables. As  of March
    31,   1998,  on  a  pro  forma  basis,  after  giving  effect  to   the
     Transactions (as defined herein), the  Obligors would have had $210.0
     million  of indebtedness outstanding  and the Obligors'  subsidiaries
      would have  had  $114.0  million of  liabilities  (including $110.0
      million indebtedness under the Senior Credit Facility).     
          
  SEE "RISK FACTORS" BEGINNING ON PAGE 17 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PARTICIPANTS IN THE EXCHANGE OFFER.     
 
                                  -----------
 
 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
   SECURITIES  AND EXCHANGE  COMMISSION OR  ANY STATE SECURITIES  COMMISSION
    PASSED  UPON   THE  ACCURACY  OR  ADEQUACY  OF  THIS   PROSPECTUS.  ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                                  -----------
     , 1998