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8-K
AVALON CABLE OF MICHIGAN HOLDINGS INC filed this Form 8-K on 11/30/1999
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  ------------

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 15, 1999

                       AVALON CABLE HOLDINGS FINANCE, INC.
                                AVALON CABLE LLC
                     AVALON CABLE OF MICHIGAN HOLDINGS, INC.

           (Exact Name of Registrants as Specified in their Charters)


<TABLE>
<S>                                        <C>                        <C>  
            Delaware                        333-75415-03                  13-4029969
            Delaware                          333-75415                   13-4029965
            Delaware                        333-75415-02                  04-3423309

  (State or Other Jurisdiction              (Commission                 (IRS Employer
        of Incorporation)                   File Number)              Identification No.)
</TABLE>


12444 Powerscourt Drive, Suite 400, St. Louis, MO             63131
     (Address of Principal Executive Offices)               (Zip Code)

       Registrants' telephone number, including area code: (314) 965-0555

                800 Third Avenue, Suite 3100, New York, NY 10022
                 (Former address, if changed since last report)



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ITEM 1.     CHANGES IN CONTROL OF REGISTRANT.

       On November 15, 1999, all of the equity interests of Avalon Cable LLC
were acquired (directly or indirectly) by Charter Communications, Inc.
("Charter") and Charter Communications Holding Company, LLC ("Charter Holdco"),
pursuant to a Securities Purchase Agreement, dated May 13, 1999, by and between
Avalon Cable Holdings LLC, Avalon Investors, L.L.C., Avalon Cable of Michigan
Holdings, Inc. and Avalon Cable LLC and Charter Communications Holdings, LLC and
Charter Communications, Inc. (now known as Charter Investment, Inc.).
Immediately after this acquisition, Charter contributed its indirect
interest in Avalon Cable LLC to Charter Holdco. Charter Holdco is managed by and
40.6% owned by Charter.

       In connection with this acquisition, Avalon Cable of Michigan, LLC, now
known as CC Michigan, LLC and Avalon Cable of New England LLC, now known as CC
New England, LLC, both wholly owned subsidiaries of Avalon Cable LLC, satisfied
their previous credit facilities and jointly and severally entered into new
credit facilities. Upon the closing of the Avalon acquisition, $165 million was
borrowed under the new Avalon credit facilities.

       On or before December 5, 1999, as required by that certain Indenture
dated as of December 10, 1998 among Avalon Cable of Michigan Holdings, Inc.,
Avalon Cable LLC, Avalon Cable Holdings Finance, Inc. (the "Issuers") and The
Bank of New York, as trustee, relating to the 11.875% Senior Discount Notes due
2008 (the "Notes"), the Issuers intend to make an offer to repurchase the Notes
at 101% of the aggregate principal amount thereof plus accrued and unpaid
interest, in a change of control repurchase offer required by the Indenture.

       

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS

       (a)     Not Applicable

       (b)     Not Applicable

       (c)     The following are furnished as exhibits to this report Exhibits.

          2.1    Securities Purchase Agreement, dated May 13, 1999, by and
                 between Avalon Cable Holdings LLC, Avalon Investors, L.L.C.,
                 Avalon Cable of Michigan Holdings, Inc. and Avalon Cable LLC
                 and Charter Communications Holdings, LLC and Charter
                 Communications, Inc. (now known as Charter Investment, Inc.)
                 (incorporated by reference to Amendment No. 1 to the
                 registration statement on Form S-4 of Avalon Cable of Michigan
                 LLC, Avalon Cable of Michigan, Inc., Avalon Cable 


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<PAGE>   3

                 of New England LLC and Avalon Cable Finance, Inc. filed on May
                 28, 1999, File No. 333-75453).

          2.2    Assignment Agreement effective as of June 16, 1999, by and
                 among Charter Communications, Inc., Charter Communications
                 Holdings, LLC, Charter Communications Holding Company, LLC,
                 Avalon Cable Holdings LLC, Avalon Investors, L.L.C., Avalon
                 Cable of Michigan Holdings, Inc. and Avalon Cable LLC
                 (incorporated by reference to Amendment No. 3 to the
                 registration statement on Form S-1 of Charter Communications,
                 Inc. filed on October 18, 1999, File No. 333-83887).

          2.3    Assignment and Contribution Agreement, entered into as of
                 October 11, 1999 by and between Charter Communications Holding
                 Company, LLC and Charter Communications, Inc. (incorporated by
                 reference to Amendment No. 3 to the registration statement on
                 Form S-1 of Charter Communications, Inc. filed on October 18,
                 1999, File No. 333-83887).

          10.1   Credit Agreement, dated as of November 15, 1999, among Avalon
                 Cable LLC, CC Michigan, LLC, CC New England, LLC, several banks
                 and other financial institutions or entities named therein,
                 First Union National Bank and PNC Bank, National Association,
                 as syndication agents, Bank of Montreal, Chicago Branch and
                 Mercantile Bank National Association, as co-documentation
                 agents, and Bank of Montreal, as administrative agent
                 (incorporated by reference to the current report on Form 8-K of
                 Charter Communications, Inc. filed on November 29, 1999, File
                 No. 333-83887).


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<PAGE>   4


SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalves by the
undersigned hereunto duly authorized.


                                  AVALON CABLE FINANCE, INC.



Date:  November 30, 1999          By:   /s/ Kent D. Kalkwarf
                                      -------------------------------
                                      Kent D. Kalkwarf
                                      Senior Vice President and Chief Financial
                                      Officer


                                  AVALON CABLE LLC



Date:  November 30, 1999          By:   /s/ Kent D. Kalkwarf
                                      -------------------------------
                                      Kent D. Kalkwarf
                                      Senior Vice President and Chief Financial
                                      Officer


                                  AVALON CABLE OF MICHIGAN 
                                  HOLDINGS, INC.



Date:  November 30, 1999          By:   /s/ Kent D. Kalkwarf
                                      -------------------------------
                                      Kent D. Kalkwarf
                                      Senior Vice President and Chief Financial
                                      Officer



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                                  Exhibit Index


<TABLE>
<CAPTION>
Exhibit        Description
-------        -----------

<S>            <C>                 
  2.1          Securities Purchase Agreement, dated May 13, 1999, by and between
               Avalon Cable Holdings LLC, Avalon Investors, L.L.C., Avalon Cable
               of Michigan Holdings, Inc. and Avalon Cable LLC and Charter
               Communications Holdings, LLC and Charter Communications, Inc.
               (now known as Charter Investment, Inc.) (incorporated by
               reference to Amendment No. 1 to the registration statement on
               Form S-4 of Avalon Cable of Michigan LLC, Avalon Cable of
               Michigan, Inc., Avalon Cable of New England LLC and Avalon Cable
               Finance, Inc. filed on May 28, 1999, File No. 333-75453).

  2.2          Assignment Agreement effective as of June 16, 1999, by and among
               Charter Communications, Inc., Charter Communications Holdings,
               LLC, Charter Communications Holding Company, LLC, Avalon Cable
               Holdings LLC, Avalon Investors, L.L.C., Avalon Cable of Michigan
               Holdings, Inc. and Avalon Cable LLC (incorporated by reference to
               Amendment No. 3 to the registration statement on Form S-1 of
               Charter Communications, Inc. filed on October 18, 1999, File No.
               333-83887).

  2.3          Assignment and Contribution Agreement, entered into as of October
               11, 1999 by and between Charter Communications Holding Company,
               LLC and Charter Communications, Inc. (incorporated by reference
               to Amendment No. 3 to the registration statement on Form S-1 of
               Charter Communications, Inc. filed on October 18, 1999, File No.
               333-83887).

  10.1         Credit Agreement, dated as of November 15, 1999, among Avalon
               Cable LLC, CC Michigan, LLC, CC New England, LLC, several banks
               and other financial institutions or entities named therein, First
               Union National Bank and PNC Bank, National Association, as
               syndication agents, Bank of Montreal, Chicago Branch and
               Mercantile Bank National Association, as co-documentation agents,
               and Bank of Montreal, as administrative agent (incorporated by
               reference to the current report on Form 8-K of Charter
               Communications, Inc. filed on November 29, 1999, File No.
               333-83887).
</TABLE>



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