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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 10-K405 on 03/31/1999
Entire Document
and, on April 9, 1998, Renaissance Media purchased substantially all of the
assets of the Systems for approximately $300.0 million in cash, plus the
issuance to Time Warner of a $9.5 million equity ownership interest in
Holdings, subject to adjustment based upon working capital and subscriber
amounts at the time of closing. Time Warner has agreed to indemnify
Renaissance Media in an amount not to exceed $26.0 million in the aggregate
for any losses arising out of any representation or warranty made by Time
Warner in connection with the Acquisition not being true and accurate.
Sale of the Company
   On February 23, 1999 Holdings, Charter Communications, Inc. ("Charter") and
Charter Communications, LLC ("Buyer") executed and delivered a purchase
agreement (the "Charter Purchase Agreement"), pursuant to which Holdings will
sell and Buyer will purchase, all the outstanding limited liability membership
company interests in Group held by Holdings (the "Charter Transaction").
Consummation of the Charter Transaction is subject to certain conditions,
including obtaining consents from certain local franchising authorities and
the Federal Communications Commission (the "FCC") in connection with transfer
of certain cable television franchises and FCC licenses, respectively. There
can be no assurance that any of such conditions to the consummation of the
Charter Transaction contemplated by the Charter Purchase Agreement will be
satisfied in a timely manner or at all. The Charter Purchase Agreement
contains certain restrictions on the operation of the Company's business until
consummation of the Charter Transaction or termination of the Charter Purchase
Agreement, including, without limitation, renewing franchises, entering into
or amending agreements and contracts, disposing of assets, incurring
indebtedness, creating liens, altering employees' compensation and undertaking
capital expenditures. For purposes of this Annual Report on Form 10K,
discussions regarding forward looking statements reflect management's strategy
and existing views, however, until consummation of the Charter Transaction
pursuant to the Charter Purchase Agreement, or termination thereof, the
operations of the Company's business will be subject to the restrictions
thereon contained in the Charter Purchase Agreement. Subject to such
restrictions, the Company will continue to conduct its business in the
ordinary course, consistent with past practice.
The Systems
   Overview. The following table illustrates certain subscriber and operating
statistics for the Systems as of December 31, 1998. The Systems are divided
into two geographical regions, southern Louisiana and western Mississippi (the
"Louisiana Systems") and western Tennessee (the "Tennessee System"):

                                     Total                                 Premium                    Revenue
                            Homes    Plant     Basic           Basic       Service      Premium      Per Basic
         System           Passed (1) Miles Subscribers (2) Penetration (3) Units (4) Penetration (5) Subscriber
         ------           ---------  ----- --------------  --------------  --------  --------------  ----------
<S>                       <C>        <C>   <C>             <C>             <C>       <C>             <C>
Louisiana Systems:
 St. Tammany System.....    64,670   1,379     43,972           68.0%       25,383        57.7%
 Lafourche System.......    30,110     579     22,473           74.6%       11,215        49.9%
 St. Landry System......    27,495     530     19,195           69.8%        7,227        37.7%
 Picayune System........     7,516     227      5,686           75.7%        2,424        42.6%
 Pointe Coupee System...     6,250     162      4,455           71.3%        1,870        42.0%
                           -------   -----    -------                       ------
 Total..................   136,041   2,877     95,781           70.4%       48,119        50.2%
                           -------   -----    -------                       ------
Tennessee System........    49,579     957     33,383           67.3%       10,593        31.7%
                           -------   -----    -------                       ------
Total Systems...........   185,620   3,834    129,164           69.6%       58,712        45.5%        $37.24
                           =======   =====    =======                       ======

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(1) Homes passed refers to estimates of the number of dwelling units and
    commercial establishments in a particular community that can be connected
    to the distribution system without any further extension of principal
    transmission lines. Such estimates are based upon a variety of sources,
    including billing records, house counts, city directories and other local