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8-K
RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 10/08/1998
Entire Document
 


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) October 7, 1998

                           RENAISSANCE MEDIA GROUP LLC
                        RENAISSANCE MEDIA (TENNESSEE) LLC
                        RENAISSANCE MEDIA (LOUISIANA) LLC
                      RENAISSANCE MEDIA CAPITAL CORPORATION
         --------------------------------------------------------------
           (Exact Name of Registrants as Specified in Their Charters)


                                    DELAWARE
         --------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

              333-56679                               14-1803051
              333-56679-01                            14-1801164
              333-56679-02                            14-1801165
              333-56679-03                            14-1803049
              ------------                            ----------
        (Commission File Numbers)      (I.R.S. Employer Identification Numbers)

      ONE CABLEVISION CENTER - SUITE 100
                FERNDALE, NY                                12734
- ---------------------------------------------             ----------
(Address of Principal Executive Offices)                  (Zip Code)



                                 (914) 295-2600
         --------------------------------------------------------------
              (Registrants' telephone number, including area code)


                                 Not Applicable
         --------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>


Item 5.  Other Events.

     In a press release dated October 7, 1998, 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
"Issuers"),  and Renaissance Media Group LLC,  announced the consummation of the
Issuers'  exchange offer for the Issuers'  outstanding 10% Senior Discount Notes
due 2008.  A copy of the October 7 press  release is being filed as exhibit 99.1
to this report.


Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits.

         (a)      Financial Statements of Business Acquired.

                  Not  applicable.

         (b)      Pro Forma Financial Information.

                  Not applicable.

         (c)      Exhibits.

                  99.1  Press Release dated October 7, 1998


 



<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrants  have duly  caused  this  report  to be signed on its  behalf by the
undersigned hereunto duly authorized.

                                           RENAISSANCE MEDIA GROUP LLC


Dated October 7, 1998                      By:   /s/ Mark W. Halpin
                                                 ------------------------
                                                 Name:    Mark W. Halpin
                                                 Title:   Treasurer and CFO

                                           RENAISSANCE MEDIA (TENNESSEE) LLC


Dated October 7, 1998                      By:   /s/ Mark W. Halpin
                                                 ------------------------
                                                 Name:    Mark W. Halpin
                                                 Title:   Treasurer and CFO

                                           RENAISSANCE MEDIA (LOUISIANA) LLC


Dated October 7, 1998                      By:   /s/ Mark W. Halpin
                                                 ------------------------
                                                 Name:    Mark W. Halpin
                                                 Title:   Treasurer and CFO

                                           RENAISSANCE MEDIA CAPITAL CORPORATION


Dated October 7, 1998                      By:   /s/ Mark W. Halpin
                                                 ------------------------
                                                 Name:    Mark W. Halpin
                                                 Title:   Treasurer and CFO





<PAGE>




                                  EXHIBIT INDEX


99.1     Press Release dated October 7, 1998.







                                                                   EXHIBIT 99.1

Renaissance Media Group LLC, Renaissance
Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC, Renaissance Media Capital
Corporation

Announce Consummation of Exchange Offer

FERNDALE,  N.Y.,  Oct. 7 /PRNewswire/  --  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
"Issuers''),  and Renaissance Media Group, LLC, announce the consummation of the
Issuers'  exchange offer for the Issuers'  outstanding 10% Senior Discount Notes
due 2008.

Pursuant to the  exchange  offer,  $163,150,000  aggregate  principal  amount at
maturity of the Issuers' 10% Senior  Discount  Notes due 2008 (the "Old Notes'')
were tendered  prior to the  expiration of the exchange  offer and exchanged for
the same  aggregate  principal  amount at  maturity of the  Issuers'  10% Senior
Discount Notes due 2008, that have been  registered  under the Securities Act of
1933, as amended (the "Securities Act'') (the "Exchange Notes'').  The Old Notes
were  originally  issued and sold on April 9, 1998 in a transaction  exempt from
registration under the Securities Act.

The  Exchange
  Notes issued in the exchange  offer have  substantially  the same
terms and  conditions as the Old Notes,  except that the Exchange  Notes are not
subject  to the  restrictions  on  resale  or  transfer,  which  applied  to the
unregistered Old Notes.

Renaissance  Media Group, LLC and its  subsidiaries,  including the Issuers (the
"Company''),  were formed in 1998 and own medium sized cable television  systems
clustered in southern Louisiana,  western Mississippi and western Tennessee and,
as of June 30, 1998, passed 180,561 homes and served 126,985 subscribers.  Based
on these numbers of  subscribers,  and at June 30, 1998,  the Company is the 4th
largest cable television  system operator in Louisiana and the 5th largest cable
television system operator in Tennessee.

SOURCE: Renaissance Media Group LLC