Print Page  Close Window

SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
<PAGE>   34

                                     - 26 -

been revoked, and to the best of Group's Knowledge, no revocation has been
threatened, no event has occurred and no circumstances exist that would
adversely affect the tax-qualification of such Employee Plan; (2) no Employee
Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code;
(3) no non-exempt prohibited transaction, within the definition of Section 4975
of the Code or Title 1, Part 4 of ERISA, has occurred which would subject the
Renaissance Companies to any material liability; (4) there is no termination or
partial termination, or requirement to provide security with respect to any
Employee Plan; (5) the fair market value of the assets of any Employee Plan
would equal or exceed the value of all liabilities and obligations of such
Employee Plan if such plan were to terminate on the Closing Date; and (6) the
transactions contemplated by this Agreement will not result in liability under
ERISA to any Renaissance Companies or Buyer, or any of their respective ERISA
Affiliates, or any entitlement to any additional benefits or any acceleration of
the time of payment or vesting of any benefits under any Employee Plan of any
Renaissance Company for any employee of any Renaissance Company.

     (c) Plan Administration. Each Employee Plan and each Compensation
Arrangement has been operated and administered in all material respect in
accordance with its terms and all applicable laws, including but not limited to
ERISA and the Code. To the best Knowledge of Group, there are no investigations
by any governmental agency or other claims (except claims for benefits payable
in the normal operation of the Plan), suits or proceedings against or involving
any Plan or asserting any rights to or claims for benefits under any Plan that
could give rise to any material liability, and there are not any facts that
could give rise to any material liability in the event of such investigation,
claim, suit or proceeding.

     (d) Welfare Plan Funding. The list of Employee Plans in Schedule 3.13
discloses whether each Plan that is an "employee welfare benefit plan" as
defined in section 3(1) of ERISA is (i) unfunded, (ii) funded through a "welfare
benefit fund," as such term is defined in section 419(e) of the Code, or other
funding mechanism or (iii) insured.

     (e) Each of the Renaissance Companies and their ERISA Affiliates have
properly classified individuals providing services to any Renaissance Company or
any ERISA Affiliates as employees or nonemployees except to the extent that a
misclassification would not be material.

     (f) Labor Unions. As of the date of this Agreement, other than as disclosed
in Schedule 3.13, none of the Renaissance Companies is party to or bound by any
collective bargaining agreement. As of the date of this Agreement, other than as
disclosed in Schedule 3.13, to the Knowledge of Group, (1) none of the employees
of the Renaissance Companies is presently a member of any collective bargaining
unit related to his or her employment and (2) no collective bargaining unit has
filed a petition for representation of any of the employees of the Renaissance