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S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/28/1998
Entire Document
 
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+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                              [ALTERNATE PAGE C-1]
 
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED AUGUST  , 1998
                                                     [LOGO OF RENAISSANCE MEDIA]

                          RENAISSANCE MEDIA GROUP LLC
                       RENAISSANCE MEDIA (LOUISIANA) LLC
                       RENAISSANCE MEDIA (TENNESSEE) LLC
                     RENAISSANCE MEDIA CAPITAL CORPORATION
 
                       10% SENIOR DISCOUNT NOTES DUE 2008
 
                  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
              NEW YORK CITY TIME, ON      , 1998, UNLESS EXTENDED
 
The 10% Senior Discount Notes  due 2008 (the "'New Notes") of Renaissance Media
 (Louisiana) LLC ("Renaissance Louisiana"),  Renaissance Media (Tennessee) LLC
  ("Renaissance   Tennessee")  and  Renaissance  Media   Capital  Corporation
   ("'Renaissance  Capital"  and, together  with  Renaissance Louisiana  and
    Renaissance  Tennessee, the "Obligors")  are fully  and unconditionally
     guaranteed  (the "New  Guaranty") on  a senior  basis  by Renaissance
      Media Group LLC (the "Guarantor"). Each of the Obligors is a wholly
       owned  subsidiary  of  the   Guarantor.  The  Guarantor  and  its
        subsidiaries, including the Obligors and Renaissance Media LLC,
         are hereinafter referred to as the "Company."
   
The New  Notes are being  sold at a  substantial discount from  their principal
amount  at maturity, and  there will not  be any payment  of interest  prior to
October  15, 2003. Each New  Note will have a  principal amount at maturity  of
 $1,000 and has an Accreted Value of    as of the date hereof. Interest on the
 New Notes will  be paid semi-annually in cash  at a rate of 10%  per annum on
 each  such April 15 and  October 15, beginning on  October 15, 2003. The  New
  Notes are redeemable at the option of the Obligors, in whole or in part, at
  any time  on or after  April 15, 2003,  at the redemption prices  set forth
  herein,  plus  accrued interest,  if any,  to the  date  of redemption.  In
   addition, at any time prior to April 15, 2001, the Obligors may redeem  up
   to 35%  of the aggregate  principal amount at  maturity of  the New Notes
   with  the proceeds  of one  or more  sales of  Capital Stock (other  than
    Disqualified Stock) at the redemption price set forth herein;  provided,
    however,  that  after  any  such  redemption  at least  $106.0  million
    aggregate  principal amount at  maturity of Notes  remains outstanding.
            
The  New  Notes  and  the   New  Guaranty  will  be  unsecured,  unsubordinated
indebtedness  of the  Obligors and  the Guarantor,  respectively, ranking  pari
 passu with all unsecured, unsubordinated indebtedness of the Obligors and the
 Guarantor and senior in right of  payment to all subordinated indebtedness of
 the  Obligors and the  Guarantor. At  June 30, 1998,  assuming all Old  Notes
  have been  exchanged  for New  Notes pursuant  to the  Exchange  Offer, the
  Obligors  and the Guarantor  had no  indebtedness outstanding ranking  pari
   passu with the  New Notes.  The New  Notes and  the New  Guaranty will be
   effectively   subordinated   to   all  liabilities   of   the   Obligors'
   subsidiaries,  including  all  indebtedness   under  the  Senior  Credits
    Facility (as defined herein)  and trade payables. As  of June 30, 1998,
    the Obligors  had $204.8  million of  indebtedness outstanding  and the
    Obligors'  subsidiaries had  $112.8 million  of liabilities  (including
     $102.5 million  of indebtedness  under  the Senior  Credit Facility).
            
  SEE "RISK FACTORS" BEGINNING ON PAGE    FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PARTICIPANTS IN THE EXCHANGE OFFER.     
 
                                  -----------
 
 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
   SECURITIES  AND EXCHANGE  COMMISSION OR  ANY STATE SECURITIES  COMMISSION
    PASSED  UPON   THE  ACCURACY  OR  ADEQUACY  OF  THIS   PROSPECTUS.  ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                                  -----------
     , 1998