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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.                                                               +
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                             SUBJECT TO COMPLETION
                              
PROSPECTUS                 DATED AUGUST  , 1998     
                                                                            LOGO
                          RENAISSANCE MEDIA GROUP LLC
                       RENAISSANCE MEDIA (LOUISIANA) LLC
                       RENAISSANCE MEDIA (TENNESSEE) LLC
                     RENAISSANCE MEDIA CAPITAL CORPORATION
 
              OFFER TO EXCHANGE 10% SENIOR DISCOUNT NOTES DUE 2008
              WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
         FOR ANY AND ALL OUTSTANDING 10% SENIOR DISCOUNT NOTES DUE 2008
 
                  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
              NEW YORK CITY TIME, ON      , 1998, UNLESS EXTENDED
 
  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") hereby offer, upon the terms and subject
to the conditions set forth in this Prospectus and the accompanying Letter of
Transmittal (which together constitute the "Exchange Offer"), to exchange
$1,000 original Principal Amount at Maturity (as defined) of 10% Senior
Discount Notes due 2008 of the Obligors (the " New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a Registration Statement (as defined herein) of which this
Prospectus constitutes a part, for each $1,000 original Principal Amount at
Maturity of the Obligors' issued and outstanding 10% Senior Discount Notes due
2008 (the "Old Notes," and collectively with the New Notes, the "Notes"). As of
the date of this Prospectus, $163,175,000 aggregate original Principal Amount
at Maturity of the Old Notes are outstanding. The New Notes will be 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 form and terms of the New Notes are the same in all material respects as
the form and terms of the Old Notes except that (i) the issuance of the New
Notes will have been registered under the Securities Act and, therefore, the
New Notes will not bear legends restricting the transfer thereof and (ii)
holders of the New Notes will not be entitled to certain rights of holders of
Old Notes under the Registration Rights Agreement (as defined herein). The New
Notes will evidence the same debt as the Old Notes (which they replace) and
will be issued under and be entitled to the benefits of the Indenture, dated as
of April 9, 1998 (the "Indenture"), by and among the Obligors, the Guarantor
and United States Trust Company of New York, as Trustee, governing the Old
Notes. The form and terms of the New Guaranty are the same in all material
respects as the guaranty issued in connection with the Old Notes. See "The
Exchange Offer" and "Description of the Notes."     
   
  The Obligors and the Guarantor will accept for exchange any and all Old Notes
that are validly tendered on or prior to 5:00 p.m., New York City time, on the
Expiration Date. The Exchange Offer is not conditioned upon any minimum
aggregate principal amount of Old Notes being tendered for exchange. However,
the Exchange Offer is subject to certain conditions which may be waived by the
Obligors and the Guarantor and to the terms and provisions of the Registration
Rights Agreement (as defined herein). Old Notes may be tendered only in
denominations of $1,000 and integral multiples thereof. The Exchange Offer will
expire at 5:00 p.m., New York City time, on      , 1998, unless the Obligors,
in their sole discretion, extend the Exchange Offer (as it may be so extended,
the "Expiration Date"), in which case the term "Expiration Date" shall mean the
latest date and time to which the Exchange Offer is extended. Old Notes
tendered pursuant to the Exchange Offer may be withdrawn at any time prior to
5:00 p.m., New York City time on the Expiration Date; otherwise such tenders
are irrevocable.     
   
  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.
                                  -----------
   
  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 in respect of the Notes 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 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 their respective subsidiaries,
including all indebtedness under the Senior Credit Facility (as defined herein)
and trade payables. At March 31, 1998, on a pro forma basis, after giving
effect to the Transactions, 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 of indebtedness under the
Senior Credit Facility).     
                                        (Cover page continued on following page)
                  The date of this Prospectus is      , 1998.