SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March
13, 2006
RENAISSANCE
MEDIA GROUP LLC
RENAISSANCE
MEDIA (LOUISIANA) LLC
RENAISSANCE
MEDIA (TENNESSEE) LLC
RENAISSANCE
MEDIA CAPITAL CORPORATION
(Exact
name of registrants as specified in their charter)
Delaware
Delaware
Delaware
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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333-56679
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14-1803051
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333-56679-02
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14-1801165
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333-56679-01
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14-1801164
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333-56679-03
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14-1803049
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
March
13, 2006, Renaissance Media Group LLC, Renaissance Media (Louisiana)
LLC,
Renaissance Media (Tennessee) LLC and Renaissance Media Capital Corporation.
(together, the Issuers), entered into a Senior Notes Exchange Agreement
(the
"Agreement") to exchange $37,233,000 of its 10% Senior Discount Notes
due 2008
for new notes of Charter Communications Operating LLC and Charter
Communications
Capital Corp. (the, "CCO Issuers"). In the Agreement, the Issuers agreed
to issue and sell, in a private transaction under Rule 144A, $37,372,000
in
principal amount of 8 3/8% Senior Notes due 2014 under terms and
conditions
identical to the CCO Issuers’ currently outstanding 8-3/8% Senior Second Lien
Notes due 2014 (the "New Notes"). The exchange for the New Notes
closed on March 13, 2006.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934,
Renaissance
Media Group LLC, Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC and Renaissance Media Capital Corporation.
have duly caused this Current Report to be signed
on their
behalf by the undersigned hereunto duly authorized.
RENAISSANCE
MEDIA GROUP LLC
RENAISSANCE
MEDIA (LOUISIANA)
LLC
RENAISSANCE
MEDIA (TENNESSEE)
LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated:
March 16, 2006
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President and General
Counsel
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RENAISSANCE
MEDIA CAPITAL CORPORATION
Registrant
Dated:
March 16, 2006
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President and General
Counsel
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