. focusing on our customers by improving the level of customer service,
improving technical reliability and expanding program offerings; and
. pursuing aggressive marketing to increase our customer base and the
services purchased by our customers.
In March 1999, after the acquisition of Mercom, Inc., we completed a series
of transactions to facilitate certain aspects of our financing. As a result of
. Avalon Cable of Michigan LLC now operates our Michigan Cluster instead of
Avalon Cable of Michigan, Inc.,
. Avalon Cable of Michigan Holdings, Inc. is no longer an obligor on the
existing notes, rather, it is a guarantor of the obligations thereunder
of Avalon Cable LLC, and
. Avalon Cable of Michigan, Inc. is also a guarantor of the obligations of
Avalon Cable LLC under the existing notes.
Neither Avalon Cable of Michigan Holdings, Inc. nor Avalon Cable of
Michigan, Inc. has significant assets, other than its investment in Avalon
Cable of Michigan, Inc. and Avalon Cable LLC, respectively.
Our organizational structure after the Reorganization is displayed in a
chart in the "The Company--Structure After the Reorganization" section of this
The principal executive offices of each of the Issuers are located at 800
Third Avenue, Suite 3100, New York, NY, 10022, and the telephone number of each
of the Issuers is (212) 421-0600.
The Initial Offering
The currently outstanding senior subordinated notes were originally issued
on December 3, 1998 in a private placement. The Issuers are parties to a
registration rights agreement with the initial purchasers in this private
offering pursuant to which the Issuers agreed, among other things, to file a
registration statement with respect to the notes offered hereby on or before
March 31, 1999, to use their reasonable best efforts to have the registration
statement declared effective within 90 days after the filing and complete this
exchange offer within 30 days after this registration statement becomes
effective. The Issuers must pay liquidated damages to the holders of the old
notes if they do not meet these deadlines. For information on the sources and
uses of funds in connection with the original offering, you should see the "Use
of Proceeds" section of this prospectus.
The Exchange Offer
The Exchange Offer........ The Issuers are offering to exchange $196,000,000
aggregate principal amount at maturity of 11 7/8%
senior discount notes which have been registered
under the Securities Act of 1933 for $196,000,000
aggregate principal amount at maturity of their
outstanding 11 7/8% senior discount notes due 2008
which were issued in December 1998.
The Issuers will accept the old notes in exchange
for new notes to increase the liquidity of their
outstanding notes. The new notes are substantially
identical to the old notes, except that some of the
transfer restrictions and registration rights
relating to the old notes do not apply to the new
notes. You may tender your old notes by following
the procedures described in this prospectus under
the heading "The Exchange Offer."