Print Page  Close Window

SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
Entire Document
                             PLAN OF DISTRIBUTION
  Each Participating Broker-Dealer that receives New Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes. This Prospectus,
as it may be amended or supplemented from time to time, may be used by a
Participating 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 as a result of market-making activities or other
trading activities. The Obligors and the Guarantor have agreed that for a
period starting on the Expiration Date and ending on the close of business on
the 180th day following the Expiration Date, they will make this Prospectus,
as amended or supplemented, available to any Participating Broker-Dealer for
use in connection with any such resale.     
  The Obligors will not receive any proceeds from any sales of the New Notes
by Participating Broker-Dealers. New Notes received by Participating Broker-
Dealers for their own account pursuant to the Exchange Offer may be sold from
time to time in one or more transactions in the over- the-counter market, in
negotiated transactions, through the writing of options on the New Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Participating Broker-Dealer and/or the purchasers of
any such New Notes. Any Participating Broker-Dealer that resells the New Notes
that were received by it for its own account pursuant to the Exchange Offer
and any broker or dealer that participates in a distribution of such New Notes
may be deemed to be an "underwriter" within the meaning of the Securities Act
and any profit on any such resale of New Notes and any commissions or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that
by acknowledging that it will deliver 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.
  For a period of 180 days after the Expiration Date, the Obligors will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Participating Broker-Dealer that requests
such documents in the Letter of Transmittal. The Obligors and the Guarantor
have agreed to pay expenses incident to the Exchange Offer other than
commissions or concessions of any broker-dealers and will indemnify the
holders of Old Notes (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act. Morgan Stanley
has indicated to the Company that it intends to effect offers and sales of the
New Notes in market-making transactions at negotiated prices related to
prevailing market prices at the time of sale, but is not obligated to do so
and such market-making activities may be discontinued at any time. Morgan
Stanley may act as principal or agent in such transactions. There can be no
assurance that an active market for the New Notes will develop. If Morgan
Stanley conducts any market making activities, it may be required to deliver a
"market-making prospectus" when effecting offers and sales in the New Notes
because of the equity ownership of Holdings by the Morgan Stanley Entities,
all of which are affiliates of Morgan Stanley and own in the aggregate
approximately 87.6% of the outstanding equity of Holdings. For so long as a
market-making prospectus is required to be delivered, the ability of Morgan
Stanley to make a market in the New Notes may, in part, be dependent on the
ability of the Company to maintain a current market-making prospectus.     
  The Company has not entered into an arrangements or understanding with any
person to distribute the New Notes to be received in the Exchange Offer.     
                                 LEGAL MATTERS
  The validity of the New Notes offered hereby will be passed upon on behalf
of the Obligors and the Guarantor by Dow, Lohnes & Albertson, PLLC,
Washington, D.C.