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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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                PURSUANT TO THE PROSPECTUS DATED AUGUST __, 1998:
      THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
           AUGUST __, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE").
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                          RENAISSANCE MEDIA GROUP LLC
                       RENAISSANCE MEDIA (LOUISIANA) LLC
                       RENAISSANCE MEDIA (TENNESSEE) LLC
                     RENAISSANCE MEDIA CAPITAL CORPORATION
                                        
                             LETTER OF TRANSMITTAL

                      10% SENIOR DISCOUNT NOTES DUE 2008
                                        
            To:  U.S. Trust Company of New York, the Exchange Agent


By Registered or Certified Mail:        By Overnight Courier:
- -------------------------------         --------------------
 
U.S. Trust Company of New York          U.S. Trust Company of New York
P.O. Box 844                            770 Broadway
Cooper Station                          New York, New York  10003
New York, New York  10276-0844          Attn:  Corporate Trust, 13th Floor


By Hand:                                By Facsimile:
- -------                                 ------------
 
U.S. Trust Company of New York          (212) 780-0592
111 Broadway, Lower Level
Corporation Trust Window                Confirm by telephone:
New York, New York  10006               (800) 548-6565


     Delivery of this instrument to an address other than as set forth above or
transmission of this instrument via a facsimile number other than the one listed
above will not constitute a valid delivery.  The instructions accompanying this
Letter of Transmittal should be read carefully before this Letter of Transmittal
is completed.

     The undersigned acknowledges receipt of the Prospectus, dated August
 __, 
1998 (the "Prospectus") of Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC, Renaissance Media Capital Corporation (collectively, the
"Obligors") and Renaissance Media Group LLC (the "Guarantor") and this Letter of
Transmittal (the "Letter of Transmittal"), which together describe the offer by
the Obligors and the Guarantor (the "Exchange Offer") to exchange $1,000
Principal Amount at Maturity of the 10% Senior Discount Notes due 2008 (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to a Registration Statement, for each $1,000
Principal Amount at Maturity of their outstanding 10% Senior Discount Notes due
2008 (the "Old Notes"), of which $163,175,000 original Principal Amount at
Maturity is outstanding. The term "Expiration Date" shall mean 5:00 p.m., New
York City time, on August __, 1998, unless the Obligors and the Guarantor, in
their sole discretion, extend the Exchange Offer, in which case the term shall
mean the latest date and time to which the Exchange Offer is extended. The term
"Holder" with respect to the Exchange Offer means any person: (i) in whose name
Old Notes are registered on the books of the Obligors or any other person who
has obtained a properly completed bond power from the registered Holder or (ii)
whose Old Notes are held of record by The Depository Trust Company ("DTC") and
who desires to deliver such Old Notes by book entry transfer at DTC. Capitalized
terms used, but not defined, herein have the respective meanings set forth in
the Prospectus.