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RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
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(Cover page continued)
  The Exchange Offer is being made to satisfy certain obligations of the
Obligors and the Guarantor under the Registration Rights Agreement, dated as
of April 6, 1998 (the "Registration Rights Agreement"), among the Obligors,
the Guarantor and Morgan Stanley & Co. Incorporated, as the placement agent
("Morgan Stanley" or the "Placement Agent"). Upon consummation of the Exchange
Offer, holders of Old Notes that were not prohibited from participating in the
Exchange Offer and did not tender their Old Notes will not have any
registration rights under the Registration Rights Agreement with respect to
such nontendered Old Notes and, accordingly, such Old Notes will continue to
be subject to the restrictions on transfer contained in the legend thereon.
  Based upon interpretations by the staff of the Securities and Exchange
Commission (the "Commission") set forth in certain no-action letters issued to
third parties the Obligors believe that the 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 thereof (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 of 1933, as amended
(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. See "The Exchange Offer--Resale of the
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
broker-dealer that is the beneficial owner (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
New Notes for its own account pursuant to the Exchange Offer (a "Participating
Broker-Dealer") must represent that the Old Notes tendered in exchange
therefor were acquired as a result of market-making activities and or other
trading activities and must 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 herein), they will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution." No affiliate of the Company may rely on
such no-action letters and such affiliate must comply with registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction.     
  The Company has not entered into any arrangement or understanding with any
person to distribute the New Notes to be received in the Exchange Offer. The
Old Notes were originally issued and sold on April 9, 1998 in an offering of
$163,175,000 aggregate original Principal Amount at Maturity of the Old Notes
(the "Offering"). The Offering was exempt from registration under the
Securities Act in reliance upon the exemptions provided by Rule 144A, Section
4(2) and Regulation S of the Securities Act. Accordingly, the Old Notes may
not be reoffered, resold or otherwise pledged, hypothecated or transferred in
the United States unless so registered or unless an exemption from the
registration requirements of the Securities Act and applicable state
securities laws is available. Upon completion of the Exchange Offer, Old Notes
which have not been exchanged for New Notes will remain outstanding. See "The
Exchange Offer--Consequences of Failure to Exchange."     
  The Company will not receive any proceeds from the Exchange Offer.
  There has not previously been any public market for the Old Notes or the New
Notes. The Obligors do not intend to list the New Notes on any securities
exchange or to seek approval for quotation through any automated quotation
system. Morgan Stanley has indicated to the Company that it intends to effect
offers and sales of the