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RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 09/04/1998
Entire Document
Consequences of Failure to 
 Exchange...................  The Old Notes that are not exchanged pursuant to
                              the Exchange Offer will remain restricted
                              securities. Accordingly, a holder of an Old Note,
                              other than a foreign purchaser outside the United
                              States, may resell or otherwise transfer the Old
                              Notes within the time period referred to in Rule
                              144(k) under the Securities Act after the Closing
                              Date, only (i) to the Guarantor or any subsidiary
                              thereof, (ii) to a "qualified institutional
                              buyer" (as defined in Rule 144A under the
                              Securities Act) ("QIB") in compliance with Rule
                              144A, (iii) inside the United States to a limited
                              number of other institutional "accredited
                              investors" (as defined in Rule 501(a)(1), (2),
                              (3) or (7) under the Securities Act
                              ("Institutional Accredited Investors") that,
                              prior to such transfer, furnish to the Trustee a
                              signed letter containing certain representations
                              and agreements relating to the restrictions on
                              transfer of the Old Notes (the form of which
                              letter can be obtained from the Trustee) and, if
                              such transfer is in respect of an aggregate
                              Accreted Value of Old Notes at the time of
                              transfer of less than $100,000, an opinion of
                              counsel acceptable to the Obligors that such
                              transfer is in compliance with the Securities
                              Act, (iv) outside the United States in compliance
                              with Rule 904 under the Securities Act, (v)
                              pursuant to the exemption from registration
                              provided by Rule 144 under the Securities Act (if
                              available) or (vi) pursuant to an effective
                              registration statement under the Securities Act.
                              See "The Exchange Offer--Consequences of Failure
                              to Exchange."
Shelf Registration
 Statement..................  In the event that changes in the law or the
                              applicable interpretations of the staff of the
                              Commission do not permit the Obligors to effect
                              such an Exchange Offer, if for any other reason
                              the Exchange Offer is not commenced and not
                              consummated by October 9, 1998, or under certain
                              other circumstances, the Obligors will use their
                              best efforts to cause to become effective a shelf
                              registration statement (the "Shelf Registration
                              Statement") with respect to resales of the Old
                              Notes and to keep such Shelf Registration
                              Statement effective until the expiration of the
                              time period referred to in Rule 144(k) under the
                              Securities Act after the original issuance of the
                              Old Notes (or for so long as any holder is an
                              affiliate of the Obligors), or such shorter
                              period that will terminate when all Notes covered
                              by the Shelf Registration Statement have been
                              sold pursuant to the Shelf Registration
Special Procedures for
 Beneficial Owners..........  Any beneficial owner whose Old Notes are
                              registered in the name of a broker, dealer,
                              commercial bank, trust company or other nominee
                              and who wishes to tender should contact such
                              registered holder promptly and instruct such
                              registered holder to tender on such beneficial
                              owner's behalf. If such beneficial owner wishes
                              to tender on such owner's own behalf, such owner
                              must, prior to completing and executing the
                              Letter of Transmittal and delivering its Old
                              Notes, either make appropriate arrangements to
                              register ownership of the Old Notes in such
                              owner's name or obtain a properly completed bond
                              power from the registered holder. The transfer of
                              registered ownership may take considerable time.