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SEC Filings

424B1
RENAISSANCE MEDIA GROUP LLC filed this Form 424B1 on 09/10/1998
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whether or not such person is the holder, in the ordinary course of business,
(ii) the holder or any such other person (other than a broker-dealer referred
to in the next sentence) is not engaging and does not intend to engage, in a
distribution of the New Notes, (iii) the holder or any such other person has
no arrangement or understanding with any person to participate in the
distribution of the New Notes, (iv) neither the holder nor any such other
person is an "affiliate" of the Company within the meaning of Rule 405 under
the Securities Act, and (v) the holder or any such other person acknowledges
that if such holder or any other person participates in the Exchange Offer for
the purpose of distributing the New Notes it must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with
any resale of the New Notes and cannot rely on those no-action letters. As
indicated above, each Participating Broker-Dealer that receives a New Note for
its own account in exchange for Old Notes must acknowledge that it (i)
acquired the Old Notes for its own account as a result of market-making
activities or other trading activities, (ii) has not entered into any
arrangement or understanding with the Obligors or any "affiliate" of the
Company (within the meaning of Rule 405 under the Securities Act) to
distribute the New Notes to be received in the Exchange Offer and (iii) will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes. For a description of the
procedures for resales by Participant Broker-Dealers, see "Plan of
Distribution."
 
  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 commenced and
not consummated by October 9, 1998, or under certain circumstances, the
Obligors will use their best efforts to cause to become effective 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 Statement. The Obligors will, in the event of the filing of the
Shelf Registration Statement, provide to each applicable holder of the Old
Notes copies of the prospectus which is a part of the Shelf Registration
Statement, notify each such holder when the Shelf Registration Statement has
become effective and take certain other actions as are required to permit
unrestricted resales of the Old Notes. A holder of the Old Notes that sells
such Old Notes pursuant to the Shelf Registration Statement generally will be
required to be named as a selling security holder in the related prospectus
and to deliver a prospectus to purchasers, will be subject to certain of the
civil liability provisions under the Securities Act in connection with such
sales and will be bound by the provisions of the Registration Rights Agreement
which are applicable to such a holder (including certain indemnification
obligations). In addition, each holder of the Old Notes will be required to
deliver information to be used in connection with the Shelf Registration
Statement and to provide comments on the Shelf Registration Statement within
the time periods set forth in the Registration Rights Agreement in order to
have their Old Notes included in the Shelf Registration Statement and to
benefit from the provisions set forth in the following paragraph.
 
  In the event the Exchange Offer is not consummated and the Shelf
Registration Statement is not declared effective on or prior to October 9,
1998, interest on the Notes (in addition to the accrual of original issue
discount during the period ended April 15, 2003 and in addition to interest
otherwise due on the Notes after such date) will accrue from October 9, 1998
at a rate of 0.5% per annum of the accreted value of the Notes on the
preceding semi-annual accrual date and be payable in cash semi-annually
commencing April 15, 1999 until the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective.
 
  Holders of Old Notes will be required to make certain representations to the
Obligors and the Guarantor (as described in the Registration Rights Agreement)
in order to participate in the Exchange Offer and will be required to deliver
information to be used in connection with the Shelf Registration Statement and
to provide comments on the Shelf Registration Statement within the time
periods set forth in the Registration Rights Agreement in order to have their
Old Notes included in the Shelf Registration Statement and benefit from the
provisions regarding Additional Interest set forth above.
 
  The summary herein of certain provisions of the Registration Rights
Agreement does not purport to be complete and is subject to, and is qualified
in its entirety by, all the provisions of the Registration Rights
 
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