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SEC Filings

S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
Entire Document
 
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                               [ALTERNATE PAGE 2]
                                 THE NEW NOTES
   
  The Notes have been registered under the Securities Act and, therefore, will
not be subject to certain transfer restrictions and registration rights and
will not contain certain provisions providing for an increase in the interest
rate under certain circumstances relating to the Registration Rights Agreement.
The form and terms of the New Notes are the same in all material respects as
the form and terms of certain notes of the same class that have not been
registered under the Securities Act and, therefore, bear legends restricting
the transfer thereof. The New Notes and the legended notes (the "Old Notes")
are deemed the same class of notes under the Indenture (as defined herein) and
are entitled to the same benefits thereunder. Unless the context otherwise
requires, references herein to the Notes include Old Notes not exchanged for
New Notes.     
 
New Notes...................     
                              $163,175,000 aggregate principal amount at
                              maturity ($100,011,589.25 Accreted Value as of
                              April 9, 1998) of 10% Senior Discount Notes due
                              2008.     
 
                              April 15, 2008.
Maturity Date...............
 
Yield and Interest..........     
                              The Old Notes were, and the New Notes will be,
                              issued at a substantial discount from their
                              principal amount at maturity and there will not
                              be any payment of interest on the Notes prior to
                              October 15, 2003. For a discussion of the U.S.
                              federal income tax treatment of the Notes under
                              the original issue discount rules, see "Certain
                              United States Federal Income Tax Consequences."
                              The Notes will fully accrete to face value on
                              April 15, 2003. From and after April 15, 2003,
                              the Notes will bear interest, payable semi-
                              annually in cash, at a rate of 10% per annum on
                              April 15 and October 15 of each year, commencing
                              October 15, 2003.     
 
Optional Redemption.........     
                              The Notes are redeemable, at the option of the
                              Obligors, in whole or in part, at any time on or
                              after April 15, 2003, initially at 105.000% of
                              their principal amount at maturity, plus accrued
                              interest, declining to 100% of their principal
                              amount at maturity, plus accrued interest, on or
                              after April 15, 2006. 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 Notes with the proceeds of one or
                              more sales of Capital Stock (other than
                              Disqualified Stock) of the Company or an Obligor,
                              at 110.000% of their Accreted Value on the
                              redemption date; provided, however, that after
                              any such redemption at least $106.0 million
                              aggregate principal amount at maturity of Notes
                              remains outstanding. See "Description of the
                              Notes--Optional Redemption."     
 
Change of Control...........     
                              Upon a Change of Control (as defined herein), the
                              Obligors will be required to make an offer to
                              purchase the Notes at a purchase price equal to
                              101% of their Accreted Value on the date of
                              purchase,