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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
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the preceding sentence, certain trusts in existence on August 20, 1996, and
treated as United States persons prior to such date that elect to continue to
be so treated shall also be considered to be United States persons.
  Original Issue Discount. Because the Notes are being issued at a discount
from their "stated redemption price at maturity," the Notes will have original
issue discount ("OID") for federal income tax purposes. For federal income tax
purposes, the amount of OID on a Note generally will equal the excess of the
"stated redemption price at maturity" of the Note over its "issue price." The
issue price of the Notes will be the first price to the public (excluding bond
houses, brokers, or similar persons or organizations acting in the capacity of
underwriters or wholesalers) at which a substantial amount of the Notes is
sold. For purposes of this discussion, it is assumed that all initial Holders
will purchase their Notes at the issue price. The stated redemption price at
maturity of a Note will be the sum of all cash payments to be made on such
Note (whether denominated as principal or interest) other than payments of
"qualified stated interest." Qualified stated interest is stated interest that
is unconditionally payable at least annually at a single fixed rate that
appropriately takes into account the length of the interval between payments.
Because there will be no required payment of interest on the Notes prior to
October 15, 2003, none of the interest payments on the Notes will constitute
qualified stated interest; accordingly, each Note will bear OID in an amount
equal to the excess of (i) the sum of its principal amount and all stated
interest payments, over (ii) its issue price.
  A United States Holder will be required to include OID in income
periodically over the term of a Note before receipt of the cash or other
payment attributable to such income, regardless of such Holder's method of tax
accounting. The amount of OID required to be included in a United States
Holder's gross income for any taxable year is the sum of the "daily portions"
of OID with respect to the Note for each day during the taxable year or
portion of a taxable year during which such Holder holds the Note. The daily
portion is determined by allocating to each day of any "accrual period" within
a taxable year a pro rata portion of an amount equal to the "adjusted issue
price" of the Note at the beginning of the accrual period multiplied by the
"yield to maturity" of the Note. For purposes of computing OID, the Obligors
will use six-month accrual periods that end on the days in the calendar year
corresponding to the maturity date of the Notes and the date six months prior
to such maturity date, with the exception of an initial short accrual period.
A United States Holder is permitted to use different accrual periods; provided
that each accrual period is no longer than one year, and each scheduled
payment of interest or principal occurs on either the first or last day of an
accrual period. The adjusted issue price of a Note at the beginning of any
accrual period is the issue price of the Note increased by the amount of OID
previously includible in the gross income of the Holder and decreased by any
payments previously made on the Note. The yield to maturity is the discount
rate that, when used in computing the present value of all payments of
principal and interest to be made on a Note, produces an amount equal to the
issue price of the Note. Under these rules, United States Holders of Notes
will be required to include in gross income increasingly greater amounts of
OID in each successive accrual period. Payments of stated interest on a Note
will not be separately included in income, but rather will be treated first as
payments of previously accrued OID and then as payments of principal and
consequently will reduce the United States Holder's basis in a Note, as
described below under "Certain United States Federal Income Tax Consequences--
United States Holders--Sale, Exchange or Redemption of the Notes."
  The Obligors intend to treat the possibility of (i) an optional redemption,
as described under "Description of the Notes--Optional Redemption," and (ii) a
repurchase pursuant to a Change in Control, as described under "Description of
the Notes--Repurchase of Notes upon a Change of Control" as remote under
applicable Treasury regulations. The Company does not intend to treat the
possibilities described in (i) or (ii) above as (x) affecting the
determination of the yield to maturity of the Notes or (y) giving rise to any
additional accrual of OID or recognition of ordinary income upon the
redemption, sale or exchange of a Note. In the unlikely event that the
interest rate on the Notes is increased, then such increased interest may be
treated as increasing the amount of OID on the Notes includable by a United
States Holder in income as such OID accrues, in advance of the receipt of any
cash payment therefor.
  Acquisition Premium. A United States Holder that purchases a Note for an
amount that is greater than its adjusted issue price as of the purchase date
will be considered to have purchased such Note at an "acquisition