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RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
Entire Document
                               THE EXCHANGE OFFER
                              $163,175,000 aggregate original Principal Amount
Securities Offered..........  at Maturity of 10% Senior Discount Notes due
The Exchange Offer..........  $1,000 original Principal Amount at Maturity of
                              New Notes will be issued in exchange for each
                              $1,000 original Principal Amount at Maturity of
                              Old Notes. As of the date hereof, $163,175,000
                              aggregate original Principal Amount at Maturity
                              of Old Notes are outstanding. The Obligors will
                              issue the New Notes to holders on or promptly
                              after the Expiration Date.
                              Based on an interpretation by the staff of the
                              Commission set forth in no-action letters issued
                              to third parties the Obligors believe that New
                              Notes issued pursuant to the Exchange Offer in
                              exchange for Old Notes may be offered for resale,
                              resold and otherwise transferred by any holder of
                              such New Notes (other than a broker-dealer as set
                              forth below, or any such holder which is an
                              "affiliate" of the Company within the meaning of
                              Rule 405 under the Securities Act) without
                              compliance with the registration and prospectus
                              delivery requirements of the Securities Act,
                              provided that such New Notes are acquired in the
                              ordinary course of such holder's business and
                              that such holder has no arrangement or
                              understanding with any person to participate in
                              the distribution of such New Notes. Holders of
                              Old Notes wishing to accept the Exchange Offer
                              must represent to the Obligors, as required by
                              the Registration Rights Agreement, that such
                              conditions have been met and that such holder is
                              not an "affiliate" of the Company within the
                              meaning of Rule 405 under the Securities Act.
                              Each Participating Broker-Dealer that receives
                              New Notes for its own account pursuant to the
                              Exchange Offer must represent that the Old Notes
                              tendered in exchange therefor were acquired as a
                              result of market-making activities and
                              acknowledge that it will deliver a prospectus in
                              connection with any resale of such New Notes. The
                              Letter of Transmittal states that by so
                              acknowledging and by delivering a prospectus, a
                              Participating Broker-Dealer will not be deemed to
                              admit that it is an "underwriter" within the
                              meaning of the Securities Act. This Prospectus,
                              as it may be amended or supplemented from time to
                              time, may be used by any broker-dealer (other
                              than an affiliate of the Company) in connection
                              with resales of New Notes received in exchange
                              for Old Notes where such Old Notes were acquired
                              by such broker-dealer as a result of market-
                              making activities or other trading activities.
                              The Obligors and the Guarantor have agreed that,
                              for a period of up to 180 days after the
                              Expiration Date (as defined below), they will
                              make this Prospectus available to any broker-
                              dealer for use in connection with any such
                              resale. See "Plan of Distribution."     
                              No holder who tenders in the Exchange Offer with
                              the intention to participate or for the purpose
                              of participating, in a distribution of the