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SEC Filings

S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
Entire Document
 
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                             BROKER-DEALER STATUS
[_]   Check this box if the beneficial owner of the Old Notes is a Participating
      Broker-Dealer and such Participating Broker-Dealer acquired the Old Notes 
      for its own account as a result of market-making activities or other 
      trading activities.
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                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
                PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC, Renaissance Media Capital Corporation (collectively, the
"Obligors") and Renaissance Media Group LLC (the "Guarantor") the Principal
Amount at Maturity of Old Notes indicated above.

     Subject to and effective upon the acceptance for exchange of the Principal
Amount at Maturity of Old Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Obligors and the Guarantor all right, title and interest in and to the
Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge
that the Exchange Agent also acts as the agent of the Obligors and the
Guarantor) with respect to the tendered Old Notes with the full power of
substitution to (i) present such Old Notes and all evidences of transfer and
authenticity to, or transfer ownership of, such Old Notes on the account books
maintained by DTC to, or upon, the order of, the Obligors and the Guarantor,
(ii) deliver certificates for such Old Notes to the Obligors and the Guarantor
and deliver all accompanying evidences of transfer and authenticity to, or upon
the order of, the Obligors and the Guarantor and (iii) present such Old Notes
for transfer on the books of the Obligors and the Guarantor and receive all
benefits and otherwise exercise all rights of beneficial ownership of such Old
Notes, all in accordance with the terms of the Exchange Offer.

     The undersigned hereby represents and warrants that the undersigned has 
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that the Obligors and the Guarantor will acquire good, valid
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claims, when the same
are acquired by the Obligors and the Guarantor. The undersigned hereby further
represents that (i) the New Notes are to be acquired by the Holder or the person
receiving such New Notes, whether or not such person is the Holder, in the
ordinary course of business, (ii) the Holder or any such other person is not
engaging and does not intend to engage in the distribution of the New Notes,
(iii) the Holder or any such other person has no arrangement or understanding
with any person to participate in the distribution of the New Notes, and (iv)
neither the Holder nor any such other person is an "affiliate" of the Obligors
and the Guarantor within the meaning of Rule 405 under the Securities Act. As
indicated above, each Participating Broker-Dealer that receives an Exchange Note
for its own account in exchange for Old Notes must acknowledge that it (i)
acquired the Old Notes for its own account as a result of market-making
activities or other trading activities, (ii) has not entered into any
arrangement or understanding with the Obligors and the Guarantor or any
"affiliate" of the Obligors and the Guarantor (within the meaning of Rule 405
under the Securities Act) to distribute the New Notes to be received in the
Exchange Offer and (iii) will deliver a Prospectus in connection with any resale
of such New Notes; however, by so acknowledging and by delivering a Prospectus,
the undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. If applicable, the undersigned shall use its
reasonable best efforts to notify the Obligors and the Guarantor when it is no
longer subject to such Prospectus delivery requirements. Unless otherwise
notified in accordance with the instructions set forth herein in Box 4 under
"Broker-Dealer Status," the Obligors and the Guarantor will assume that the
undersigned is not a Participating Broker-Dealer. If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in and does not
intend to engage in, a distribution of New Notes.

     For purposes of the Exchange Offer, the Obligors and the Guarantor shall be
deemed to have accepted validly tendered Old Notes when, as and if the Obligors
and the Guarantor have given oral or written notice thereof to the Exchange
Agent.
 

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