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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/28/1998
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  Time Warner and its affiliates currently operate cable television systems
and have significant investments in such systems. Time Warner has invested in
the past, and may invest in the future, in other entities engaged in the
operation of cable television systems or in related businesses (including
entities engaged in business in areas in which the Company operates). As a
result, Time Warner or its affiliates may compete with the Company for
acquisition targets. Time Warner has, and may develop, relationships with
businesses that are or may be competitive with the Company. Conflicts may also
arise in the negotiation or enforcement of arrangements entered into by the
Company and Time Warner or entities in which Time Warner has an interest. In
addition, Time Warner has no obligation to bring to the Company any investment
or business opportunities of which it becomes aware, even if such
opportunities are within the scope and objectives of the Company.
  MSSF, an affiliate of the Placement Agent and the Morgan Stanley Entities,
is the syndication agent and arranger under the Senior Credit Facility. In
connection with such services, MSSF will receive customary fees and be
reimbursed for expenses.
  There presently is no active trading market for the New Notes and none may
develop. If the New Notes are traded after their initial issuance, they may
trade at a discount from the initial offering price of the Old Notes,
depending upon prevailing interest rates, the market for similar securities,
the financial condition and prospects of the Obligors and the Guarantor and
other factors beyond the control of the Obligors and the Guarantor, including
general economic conditions. Although Morgan Stanley has informed the Company
that it currently intends to make a market in the Notes, Morgan Stanley is not
obligated to do so and any market-making may be discontinued at any time
without notice, at its sole discretion. Accordingly, there can be no assurance
as to the development or liquidity of any market for the Notes. If Morgan
Stanley conducts any market-making activities, it may be required to deliver a
"market-making prospectus" when effecting offers and sales in the Notes
because of the beneficial ownership in the equity of Holdings by the Morgan
Stanley Entities. For so long as a market-making prospectus is required to be
delivered, the ability of Morgan Stanley to make a market in the Notes may, in
part, be dependent on the ability of the Guarantor and the Obligors to
maintain a current market-making prospectus. See "Plan of Distribution".
  The Old Notes were, and the New Notes will be, issued at a substantial
discount from their principal amount at maturity. Consequently, the purchasers
of the Notes generally will be required to include amounts in gross income for
federal income tax purposes in advance of receipt of the cash payments to
which such income is attributable.
  If a bankruptcy case is commenced by or against the Guarantor or the
Obligors under the U.S. Bankruptcy Code after the issuance of the Notes, the
claim of a holder of Notes with respect to the principal amount thereof may be
limited to an amount equal to the sum of (i) the initial public offering
price, and (ii) that portion of the original issue discount that is not deemed
to constitute "unmatured interest" for purposes of the U.S. Bankruptcy Code.
Any original issue discount that was not amortized as of any such bankruptcy
filing would constitute "unmatured interest."
  This Prospectus contains forward-looking statements which can be identified
by terminology such as "believes," "anticipates," "intends," "expects" and
words of similar import. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, events or developments to be materially different from any future
results, events or developments expressed or implied by