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SEC Filings

S-4
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4 on 04/01/1999
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                           The indenture governing the new notes permits the
                           Issuers and the Operating Companies to incur
                           additional indebtedness subject to certain
                           limitations. As of December 31, 1998, on a pro
                           forma basis:
 
                           . the Issuers would have had no outstanding
                             indebtedness other than the existing notes and
                             the debt of their subsidiaries, and
 
                           . the outstanding senior indebtedness of the
                             Operating Companies on a combined basis would
                             have been $180.2 million.
 
Certain Covenants........  The indenture governing the new notes limits the
                           activities of the Issuers and their restricted
                           subsidiaries. The provisions of the new note
                           indenture limit the ability of the Issuers to:
 
                           . incur additional indebtedness,
 
                           . pay dividends or make certain other restricted
                             payments,
 
                           . enter into transactions with affiliates,
 
                           . sell assets or subsidiary stock,
 
                           . create liens,
 
                           . restrict dividends or other payments from
                             restricted subsidiaries,
 
                           . merge, consolidate or sell all or substantially
                             all of their combined assets, and
 
                           . with respect to restricted subsidiaries, issue
                             capital stock.
 
Guarantors...............  Avalon Cable of Michigan Holdings, Inc. and Avalon
                           Cable of Michigan, Inc. will guarantee the
                           obligations of Avalon Cable LLC under the new
                           notes. However, neither Avalon Cable of Michigan
                           Holdings, Inc. nor Avalon Cable of Michigan, Inc.
                           has any significant assets other than its equity
                           interest in Avalon Cable of Michigan Inc. and
                           Avalon Cable LLC, respectively. Thus, holders
                           should not expect the guarantors to participate in
                           making principal and interest payments on the new
                           notes. For a description of the relationship of the
                           Guarantors to the Issuers, see "The Company--
                           Structure After the Reorganization."
 
   For more information about the new notes, see the "Description of the Notes"
section of this prospectus.
 
                                  Risk Factors
 
   You should carefully consider all of the information in the "Risk Factors"
section of this prospectus as well as other information and data included in
this prospectus before tendering your old notes in exchange for new notes.
 
       Summary Unaudited Pro Forma Combined Financial and Operating Data
 
   The following table shows for the periods indicated certain financial and
operating data for the Issuers, their predecessors and Taconic, which is
subject to a pending acquisition by the Issuers. The following summary
unaudited pro forma combined financial and operating data are based on the
historical financial statements of the Avalon Cable of Michigan Holdings, Inc.,
Cable Michigan, Inc. Avalon Cable LLC, Avalon Cable of New England LLC, AMRAC
Clear View, Pegasus Cable Television, Inc. and Pegasus Cable Television of
Connecticut, Inc., Taconic
 
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