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S-4
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4 on 04/01/1999
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                                  RISK FACTORS
 
   You should carefully consider each of the following factors and all of the
other information in this prospectus before tendering your old notes for new
notes. The risks and uncertainties described below are not the only ones facing
our company or relevant to an investment in the new notes. Additional risks and
uncertainties not presently known to us or that we currently believe to be
immaterial may also adversely affect our business.
 
   If any of the following risks and uncertainties develop into actual events,
our business, financial condition or results of operations could be materially
adversely affected. In that case, we may not be able to make principal and
interest payments on the notes, and you may lose all or part of your
investment.
 
Holders of old notes that fail to exchange their notes may be unable to resell
their notes.
 
   We did not register the old notes under the federal or any state securities
laws, nor do we intend to register them following the exchange offer. As a
result, the old notes may only be transferred in limited circumstances under
the securities laws. If the holders of old notes do not exchange their notes in
the exchange offer, they lose their right to have the old notes registered
under the federal securities laws, subject to certain limitations. As a result,
a holder of old notes after the exchange offer may be unable to sell their
notes.
 
Your notes will not be accepted for exchange if you fail to follow the exchange
offer procedures.
 
   The new notes will be issued to you in exchange for your old notes only
after timely receipt by the exchange agent of:
 
  . your old notes; and
 
  . a properly completed and executed Letter of Transmittal and all other
    required documentation; or
 
  . a book-entry delivery by transmittal of an agent's message through The
    Depository Trust Company.
 
If you want to tender your old notes in exchange for new notes, you should
allow sufficient time to ensure timely delivery.
 
   None of the exchange agent nor any of the Issuers or any of their affiliates
are under any duty to give you notification of defects or irregularities with
respect to tenders of old notes for exchange. old notes that are not tendered
or are tendered but not accepted will, following the exchange offer, continue
to be subject to their existing transfer restrictions. In addition, if you
tender your old notes in the exchange offer to participate in a distribution of
the new notes, you will be required to comply with the registration and
prospectus delivery requirements of the federal securities laws in connection
with any resale transaction. For additional information, please refer to "The
Exchange Offer" and "Plan of Distribution" sections of this prospectus.
 
The Issuers are substantially leveraged and may not have sufficient earnings to
cover fixed charges.
 
   The Issuers are highly leveraged as a result of the substantial debt they
incurred to finance their acquisitions and to expand operations. As of December
31, 1998, on a pro forma basis, the Issuers would have had on a combined basis
outstanding long-term indebtedness of approximately $441.7 million and
shareholders' equity of approximately $144.6 million. In addition, on a pro
forma basis, combined interest expense for the Issuers would have been $45.5
million for the year ended December 31, 1998. Subject to the restrictions in
the indenture governing the Senior Subordinated Notes issued by the Operating
Companies, the indenture governing the old notes and the new notes and the
Operating Companies' senior secured credit facility, the Issuers and the
Operating Companies may incur additional indebtedness, including senior
indebtedness, from time to time, to finance future acquisitions, for capital
expenditures or for general business purposes. The degree to which the Issuers
are leveraged could have important consequences to you, including the
following:
 
  . the Issuers may have limited ability to obtain additional financing for
    working capital, capital expenditures or acquisitions in the future;
 
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