Print Page  Close Window

SEC Filings

S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 09/04/1998
Entire Document
 
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

                              [ALTERNATE PAGE C-1]
 
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED AUGUST  , 1998

                                                        -----------------------
                                                           renaissance media
                                                        -----------------------


                          RENAISSANCE MEDIA GROUP LLC
                       RENAISSANCE MEDIA (LOUISIANA) LLC
                       RENAISSANCE MEDIA (TENNESSEE) LLC
                     RENAISSANCE MEDIA CAPITAL CORPORATION
 
                       10% SENIOR DISCOUNT NOTES DUE 2008
 
                  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
              NEW YORK CITY TIME, ON      , 1998, UNLESS EXTENDED
 
The 10% Senior Discount Notes  due 2008 (the "'New Notes") of 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") are 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 New Notes are being issued at a substantial discount from their principal
  amount at maturity, and there will not be any payment of interest prior to
 October 15, 2003. Each New Note will have a principal amount at maturity of
 $1,000 and has an Accreted Value of    as of the date hereof. Interest on the
  New Notes will be paid semi-annually in cash at a rate of 10% per annum on
  each such 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 June 30, 1998, assuming all Old Notes
    have been exchanged for New Notes pursuant to the Exchange Offer, the
   Obligors and the Guarantor 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 the Obligors'
      subsidiaries, including all indebtedness under the Senior Credits
    Facility (as defined herein) and trade payables. As of June 30, 1998,
     the Obligors had $204.8 million of indebtedness outstanding and the
     Obligors' subsidiaries had $112.8 million of liabilities (including
      $102.5 million of indebtedness under the Senior Credit Facility).
 
 
  SEE "RISK FACTORS" BEGINNING ON PAGE    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.
 
                                  -----------
     , 1998