Print Page  Close Window

SEC Filings

S-4
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4 on 04/01/1999
Entire Document
 
<PAGE>
 
the Securities Act in connection with any resale transaction, unless an
exemption from registration is otherwise available. Further, each Participating
Broker-Dealer that receives New Notes for its own account in exchange for Old
Notes, where such Old Notes were acquired by such Participating Broker-Dealer
as a result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such New Notes.
 
   As contemplated by these no-action letters and the Registration Rights
Agreement, each holder accepting the exchange offer is required to represent to
the Issuers in the Letter of Transmittal that:
 
  . the New Notes are to be acquired by the holder or the person receiving
    such New Notes, whether or not such person is the holder, in the ordinary
    course of business;
 
  . the holder or any such other person, other than a broker-dealer referred
    to in the next sentence, is not engaging and does not intend to engage,
    in the distribution of the New Notes;
 
  . the holder or any such other person has no arrangement or understanding
    with any person to participate in the distribution of the New Notes;
 
  . neither the holder nor any such other person is an "affiliate" of the
    company within the meaning of Rule 405 under the Securities Act; and
 
  . the holder or any such other person acknowledges that if such holder or
    other person participates in the exchange offer for the purpose of
    distributing the New Notes it must comply with the registration and
    prospectus delivery requirements of the Securities Act in connection with
    any resale of the New Notes and cannot rely on those no-action letters.
 
As indicated above, each Participating Broker-Dealer that receives New Notes
for its own account in exchange for Old Notes must acknowledge that it will
deliver a prospectus in connection with any resale of such New Notes. For a
description of the procedures for such resales by Participating Broker-Dealers,
see "Plan of Distribution."
 
 
                                       98