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SEC Filings

S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 09/04/1998
Entire Document
 
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  Facility), together with a Letter of Transmittal (or facsimile thereof),
  properly completed and duly executed, with any required signature
  guarantees (or, in the case of a book-entry transfer, an Agent's Message)
  and all other documents required by the Letter of Transmittal are received
  by the Exchange Agent upon five New York Stock Exchange trading days after
  the Expiration Date.
 
  Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their Old Notes according to the guaranteed
delivery procedures set forth above.
 
WITHDRAWAL OF TENDERS
 
  Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the business day prior
to the Expiration Date.
 
  To withdraw a tender of Old Notes in the Exchange Offer, a telegram, telex,
letter or facsimile transmission notice of withdrawal must be received by the
Exchange Agent at its address set forth herein prior to 5:00 p.m., New York
City time, on the business day prior to the Expiration Date. Any such notice
of withdrawal must (i) specify the name of the person having deposited the Old
Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be
withdrawn (including the certificate number(s) and principal amount of such
Old Notes, or, in the case of Old Notes transferred by book-entry transfer,
the name and number of the account at the Book-Entry Transfer Facility to be
credited), (iii) be signed by the holder in the same manner as the original
signature on the Letter of Transmittal by which such Old Notes were tendered
(including any required signature guarantees) or be accompanied by documents
of transfer sufficient to have the Trustee with respect to the Old Notes
register the transfer of such Old Notes into the name of the person
withdrawing the tender and (iv) specify the name in which any such Old Notes
are to be registered, if different from that of the Depositor. All questions
as to the validity, form and eligibility (including time of receipt) of such
notices will be determined by the Obligors, whose determination shall be final
and binding on all parties. Any Old Notes so withdrawn will be deemed not to
have been validly tendered for purposes of the Exchange Offer and no New Notes
will be issued with respect thereto unless the Old Notes so withdrawn are
validly retendered. Any Old Notes which have been tendered but which are not
accepted for exchange will be returned to the holder thereof without cost to
such holder as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Old Notes may be
retendered by following one of the procedures described above under "--
Procedures for Tendering" at any time prior to the Expiration Date.
 
CONDITIONS
 
  Notwithstanding any other term of the Exchange Offer, the Obligors and the
Guarantor shall not be required to accept for exchange, or exchange New Notes
for, any Old Notes, and may terminate or amend the Exchange Offer as provided
herein prior to the Expiration Date, if:
 
    (a) any action or proceeding is instituted or threatened in any court or
  by or before any governmental agency with respect to the Exchange Offer
  which, in the sole judgment of the Obligors and the Guarantor might
  materially impair the ability of the Obligors and the Guarantor to proceed
  with the Exchange Offer or any material adverse development has occurred in
  any existing action or proceeding with respect to the Obligors and the
  Guarantor or any of their subsidiaries; or
 
    (b) any law, statute, rule, regulation or interpretation by the Staff of
  the Commission is proposed, adopted or enacted, which, in the sole judgment
  of the Obligors and the Guarantor might materially impair the ability of
  the Obligors and the Guarantor to proceed with the Exchange Offer or
  materially impair the contemplated benefits of the Exchange Offer to the
  Obligors and the Guarantor; or
 
    (c) any governmental approval has not been obtained, which approval the
  Obligors and the Guarantor shall, in their sole discretion, deem necessary
  for the consummation of the Exchange Offer as contemplated hereby.
 
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