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SEC Filings

424B1
RENAISSANCE MEDIA GROUP LLC filed this Form 424B1 on 09/10/1998
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                       CERTAIN ORGANIZATIONAL DOCUMENTS
 
  Holdings was formed under the laws of the State of Delaware on November 5,
1997, pursuant to a Limited Liability Company Agreement dated as of November
14, 1997, as amended (the "Holdings Operating Agreement"). Renaissance Media
was formed under the laws of the State of Delaware on November 24, 1997
pursuant to a Limited Liability Company Agreement dated as of February 13,
1998 (the "Media Operating Agreement"). The Guarantor, Renaissance Louisiana
and Renaissance Tennessee were formed under the laws of the State of Delaware
on March 13, 1998, January 7, 1998 and January 7, 1998 pursuant to separate
Limited Liability Company Agreements, each dated as of March 20, 1998
(collectively, together with the Media Operating Agreement, the "Group
Operating Agreements"), and Renaissance Capital was incorporated under the
laws of the State of Delaware on March 12, 1998. Holdings, the Guarantor,
Renaissance Louisiana, Renaissance Tennessee and Renaissance Media are each
governed by a Board of Representatives, and Renaissance Capital is governed by
a Board of Directors. Pursuant to the Holdings Operating Agreement and the
Media Operating Agreement, the Morgan Stanley Entities and the Management
Investors each have the right to appoint three Representatives (only one of
whom shall have the right to cast votes) to each of the Holdings Board of
Representatives and the Renaissance Media Board of Representatives, and Time
Warner has the right to appoint one Representative to each of the Holdings
Board of Representatives and the Renaissance Media Board of Representatives.
Representatives on such Boards who have the right to vote shall have the right
to cast votes which are proportional to the respective equity ownership
interests in Holdings of the entities which appointed them.
 
  Each Representative or voting Representative is authorized to act only as
directed by the appointing entity. The Boards of Representatives of Holdings
and Renaissance Media will approve all significant actions taken by Holdings
and Renaissance Media, respectively, including: (i) the modification of their
respective long-term business strategy or scope; (ii) the approval of their
respective capital and operating budgets and strategic plans; (iii) subject to
certain conditions, the issuance of additional equity or the sale, repurchase
or redemption of outstanding equity; and (iv) any financings or refinancings
or other matters affecting Holdings' or Renaissance Media's capital structure,
respectively. Subject to certain exceptions, the Management Investors and Time
Warner may not transfer their interests in Holdings without prior approval of
the Morgan Stanley Entities. Each of the Management Investors and Time Warner
have certain rights to participate in any sale by the Morgan Stanley Entities
of their equity interests in Holdings and the Morgan Stanley Entities have
certain rights to cause the Management Investors and Time Warner to
participate with the Morgan Stanley Entities in any sale of equity interests
in Holdings by the Morgan Stanley Entities.
 
  Each of the Guarantor, Renaissance Louisiana, Renaissance Tennessee and
Renaissance Capital is managed by a Board consisting of at least one
individual, initially Fred Schulte.
 
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