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SEC Filings

424B1
RENAISSANCE MEDIA GROUP LLC filed this Form 424B1 on 09/10/1998
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New Notes in market-making transactions at negotiated prices related to
prevailing market prices at the time of the sale, but is not obligated to do
so and such market-making activities may be discontinued at any time. Morgan
Stanley may act as principal or agent in such transactions. There can be no
assurance that an active market for the New Notes will develop. If Morgan
Stanley conducts any market-making activities, it may be required to deliver a
"market-making" prospectus when affecting offers and sales in New Notes
because of the equity ownership by the Morgan Stanley entities (as defined
below), all of which are affiliates of Morgan Stanley and own, in the
aggregate, approximately 87.6% of the outstanding equity interests of
Holdings. For so long as a market-making prospectus is required to be
delivered, the ability of Morgan Stanley to make a market in the New Notes
may, in part, be dependent on the ability of the Company to maintain a current
market-making prospectus. See "Risk Factors--Lack of Public Market for the
Notes."
 
  THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE OBLIGORS ACCEPT
SURRENDERS FOR EXCHANGE FROM, HOLDERS OF OLD NOTES IN ANY JURISDICTION IN
WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.
 
  NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
OR THE ACCOMPANYING LETTER OF TRANSMITTAL, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE OBLIGORS. NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE
ACCOMPANYING LETTER OF TRANSMITTAL NOR ANY EXCHANGE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
 
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