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SEC Filings

10-K405
RENAISSANCE MEDIA GROUP LLC filed this Form 10-K405 on 03/31/1999
Entire Document
 
<PAGE>
 

<TABLE>
<CAPTION>
                                                                 Percent of
         Name of Beneficial Owner                             Equity Ownership
         ------------------------                             ----------------
      <S>                                                     <C>
      Morgan Stanley Entities (1)............................       87.6%
      Time Warner............................................        8.8
      Fred Schulte (2).......................................         .9
      Rodney Cornelius (2)...................................         .9
      Michael J. Egan (2)....................................         .4
      Darlene Fedun (2)......................................         .4
      Mark Halpin (2)........................................         .4
      David L. Testa (2).....................................         .4
      Alan E. Goldberg (3)...................................         --
      Michael M. Janson......................................         --
      Leonard J. Baxt........................................         .1
      Amy Rosen Wildstein (3)................................         --
      David E. O'Hayre.......................................         --
      All Representatives, Directors and executive officers
       as a group............................................        3.7
</TABLE>

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(1) The equity ownership interests of the Morgan Stanley Entities in Holdings
    are owned, directly or indirectly, by MSCPIII, MSCI and MSCP Investors in
    the following percentages: 88.5%, 9.1% and 2.4%, respectively,
    representing percentage equity interests in Holdings of 77.5%, 8.0% and
    2.1%, respectively.
(2) Excludes certain carried interests in affiliates of Time Warner and the
    Morgan Stanley Entities which hold their respective equity interests in
    Holdings. These carried interests represent the right to participate in
    future distributions of such affiliates.
(3) Mr. Goldberg and Mr. Janson are Managing Directors of, and Ms. Wildstein
    is an associate of, Morgan Stanley Capital Partners III, Inc., the general
    partner of the general partner of MSCPIII.
 

Item 13--Certain Relationships and Related Transactions
 
Transactions with the Morgan Stanley Entities and Related Parties
 
   In connection with the consummation of the Transactions, Renaissance Media
entered into the Senior Credit Facility with MSSF, an affiliate of the Morgan
Stanley Entities, as syndication agent and arranger. The Senior Credit
Facility establishes an eight-year revolving credit facility in the initial
aggregate principal amount of $40.0 million, an eight-year term loan in the
initial aggregate principal amount of $60.0 million and an eight and one-half-
year term loan in the initial aggregate principal amount of $50.0 million. In
addition, Morgan Stanley & Co. Incorporated ("MSCI") acted as the placement
agent for the Senior Discount Notes. In connection with its services, MSSF and
MSCI received customary fees and reimbursement for expenses.
 
Transactions with Time Warner and Related Parties
 
   The Systems were owned by CVI from December 31, 1988 through January 4,
1996, in the case of the Louisiana Systems, and from September 12, 1986
through January 4, 1996, in the case of the Tennessee System. On January 4,
1996, the Systems were acquired by Time Warner as a result of the acquisition
of CVI by Time Warner. The Company purchased the Systems from Time Warner on
April 9, 1998 in accordance with the terms and provisions of the Time Warner
Asset Purchase Agreement and Time Warner received approximately $300.0 million
in cash and a $9.5 million equity ownership interest in Holdings, subject to
adjustment.
 
   In connection with the Acquisition, the Company entered into an agreement
with Time Warner, pursuant to which Time Warner manages the Company's
programming. The Company believes that the rates at which Time Warner makes
any such programming available to the Company is at least as favorable as the
rates the Company could obtain from unaffiliated third parties. Upon
consummation of the transactions contemplated by the Charter Purchase
Agreement, the Programming Agreement will be terminated. The Company paid Time
Warner $7.5 million in 1998 for programming made available to the Company
under the program management agreement. In
 
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