Print Page  Close Window

SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
<PAGE>   33

                                     - 25 -

     (e) Each of the Renaissance Companies has had since its inception and will
continue to have through the Closing Date the federal tax status (i.e.
partnership, C corporation or S corporation) such entity reported on its 1997
federal Tax Returns except as results from any actions taken pursuant to this

     (f) Except as disclosed in Schedule 3.12, none of the Renaissance Companies
has been at any time a member of any partnership, joint venture or other
arrangement or contract which is treated as a partnership for federal, state,
local or foreign tax purposes (a "Tax Partnership") or the holder of a
beneficial interest in any trust for any period for which the statute of
limitations for any Tax has not expired, except for a Tax Partnership which is a
Renaissance Company.

     (g) Except as disclosed in Schedule 3.12, there are no tax sharing
agreements or similar arrangements with respect to or involving any of the
Renaissance Companies.

     (h) Except as disclosed in Schedule 3.12, none of the Renaissance Companies
has any (i) income reportable for a period ending after the Closing Date but
attributable to a transaction (e.g., an installment sale) occurring in or a
change in accounting method made for a period ending on or prior to the Closing
Date which resulted in a deferred reporting of income from such transaction or
from such change in accounting method (other than a deferred intercompany
transaction), or (ii) deferred gain or loss arising out of any deferred
intercompany transaction.

     3.13 Employee Plans.

     (a) Employee Plans. Schedule 3.13 contains a list of all Employee Plans and
material Compensation Arrangements. The Renaissance Companies have delivered or
made available to Buyer (or, in accordance with Section 6.1(b), will deliver or
make available to Buyer following execution of this Agreement) true, complete
and correct copies of each Employee Plan and each Compensation Arrangement, if
any, together with any other material documents relating to such Employee Plan
or Compensation Arrangement, including, without limitation, any governmental
filings relating to such Employee Plan or Compensation Arrangement. None of the
Renaissance Companies or any of their ERISA Affiliates is or has been required
to contribute to any "multiemployer plan," as defined in ERISA Section 3(37),
nor has any Renaissance Company or any such ERISA Affiliate experienced a
complete or partial withdrawal, within the meaning of ERISA Section 4203 or
4205, from such a "multiemployer plan." Except as required under Code Section
4980B or ERISA Sections 601-609, no Employee Plan provides health, life
insurance or medical coverage to former employees of the Renaissance Companies.

     (b) Qualified Plans. Except as disclosed in Schedule 3.13, with respect to
each Employee Plan, and after taking into consideration the effect of the
payments to be made with respect to the Employee Plans: (1) each such Employee
Plan that is intended to be tax-qualified is the subject of a favorable
determination letter, and no such determination letter has