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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 09/04/1998
Entire Document
                              New Notes nor any holder who is an affiliate of
                              the Company may rely on such no action letters
                              and must, in the absence of an exemption
                              therefrom, comply with registration and
                              prospectus delivery requirements of the
                              Securities Act in connection with a secondary
                              resale transaction. Failure to comply with such
                              requirements in such instance may result in
                              liability under the Securities Act for which the
                              holder is not indemnified by the Company.
Expiration Date.............  5:00 p.m., New York City time, on      , 1998
                              unless the Exchange Offer is extended, in which
                              case the term "Expiration Date" means the latest
                              date and time to which the Exchange Offer is
Accreted Value on the New
 Notes and the Old Notes....  Each New Note will have an Accreted Value equal
                              to that of the Old Note for which it is
Conditions to the Exchange
 Offer......................  The Exchange Offer is subject to certain
                              customary conditions, which may be waived by the
                              Obligors. See "The Exchange Offer--Conditions."
                              The Exchange Offer is not conditioned upon any
                              minimum principal amount of Old Notes being

Procedures for Tendering 
 Old Notes..................  Each holder of Old Notes wishing to accept the
                              Exchange Offer must complete, sign and date the
                              accompanying Letter of Transmittal, or a
                              facsimile thereof or transmit an Agents' Message
                              (as defined) in connection with a book-entry
                              transfer, in accordance with the instructions
                              contained herein and therein, and mail or
                              otherwise deliver such Letter of Transmittal, or
                              such facsimile of such Agent's Message, together
                              with the Old Notes and any other required
                              documentation to the Exchange Agent (as defined)
                              at the address set forth herein prior to 5:00
                              p.m., New York City Time, on the Expiration Date.
                              By executing the Letter of Transmittal or Agent's
                              Message, each holder will represent to the
                              Obligors that, among other things, the New Notes
                              acquired pursuant to the Exchange Offer are being
                              obtained in the ordinary course of business of
                              the person receiving such New Notes, whether or
                              not such person is the holder, that neither the
                              holder nor any such other person has any
                              arrangement or understanding with any person to
                              participate in the distribution of such New Notes
                              and that neither the holder nor any such other
                              person is an "affiliate," as defined under Rule
                              405 of the Securities Act, of the Obligors. See
                              "The Exchange Offer--Purpose and Effect of the
                              Exchange Offer" and "--Procedures for Tendering."
Untendered Old Notes........  Following the consummation of the Exchange Offer,
                              holders of Old Notes eligible to participate, but
                              who do not tender their Old Notes, will not have
                              any further exchange rights and such Old Notes
                              will continue to be subject to certain
                              restrictions on transfer. Accordingly, the
                              liquidity of the market for such Old Notes could
                              be adversely affected.