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SEC Filings

AVALON CABLE OF MICHIGAN INC/ filed this Form S-4 on 04/01/1999
Entire Document
Fees and Expenses
   The expenses of soliciting tenders will be borne by the Issuers. The
principal solicitation is being made by mail however, additional solicitation
may be made by telegraph, telecopy, telephone or in person by officers and
regular employees of the Issuers and their affiliates.
   The Issuers have not retained any dealer-manager in connection with the
exchange offer and will not make any payments to brokers, dealers, or others
soliciting acceptances of the exchange offer. The Issuers, however, will pay
the exchange agent reasonable and customary fees for its services and will
reimburse it for its reasonable out-of-pocket expenses in connection therewith.
   The Issuers will pay the cash expenses to be incurred in connection with the
exchange offer. Such expenses include fees and expenses of the exchange agent
and trustee, accounting and legal fees and printing costs, among others.
Accounting Treatment
   The New Notes will be recorded at the same carrying value as the Old Notes,
which is face value, as reflected in the Issuers' accounting records on the
date of exchange. Accordingly, the Issuers will recognize no gain or loss for
accounting purposes. The expenses of the exchange offer will be expensed over
the term of the New Notes.
Consequences of Failure to Exchange
   The Old Notes that are not exchanged for New Notes pursuant to the exchange
offer will remain restricted securities. Accordingly, such Old Notes may be
resold only:
  . to the Issuers, upon redemption thereof or otherwise;
  . so long as the Old Notes are eligible for resale pursuant to Rule 144A
    under the Securities Act, to a person inside the United States whom the
    seller reasonably believes is a qualified institutional buyer within the
    meaning of Rule 144A in a transaction meeting the requirements of Rule
  . in accordance with Rule 144 under the Securities Act;
  . outside the United States to a foreign person in a transaction meeting
    the requirements of Rule 904 under the Securities Act;
  . pursuant to another exemption from the registration requirements of the
    Securities Act, and based upon an opinion of counsel reasonably
    acceptable to the Issuers; or
  . pursuant to an effective registration statement under the Securities Act,
    in each case in accordance with any applicable securities laws of any
    state of the United States.
Resale of the New Notes
   With respect to resales of New Notes, based on interpretations by the staff
of the SEC set forth in no-action letters issued to third parties, we believe
that a holder or other person who receives New Notes, whether or not such
person is the holder, other than a person that is an "affiliate" of the Issuers
within the meaning of Rule 405 under the Securities Act, in exchange for Old
Notes in the ordinary course of business and who is not participating, does not
intend to participate, and has no arrangement or understanding with any person
to participate, in the distribution of the New Notes, will be allowed to resell
the New Notes to the public without further registration under the Securities
Act and without delivering to the purchasers of the New Notes a prospectus that
satisfies the requirements of Section 10 of the Securities Act. However, if any
holder acquires New Notes in the exchange offer for the purpose of distributing
or participating in a distribution of the New Notes, such holder cannot rely on
the position of the staff of the SEC enunciated in such no-action letters or
any similar interpretive letters, and must comply with the registration and
prospectus delivery requirements of