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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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Sale, Exchange, Redemption and Retirement of New Notes

   A United States Holder's tax basis in a new note will, in general, be the
United States Holder's cost therefor, increased by the amount of original issue
discount previously included in income with respect to such new note and
reduced by any cash payments on the new note (including, in each case, original
issue discount included and cash payments made with respect to the old note for
which such new note was exchanged). Upon the sale, exchange, redemption,
retirement or other disposition of a new note, a United States Holder will
recognize gain or loss equal to the difference between the amount realized upon
the sale, exchange, redemption, retirement or other disposition and the
adjusted tax basis of the new note. Such gain or loss will be capital gain or
loss. Capital gains of individuals derived in respect of capital assets held
for more than one year are eligible for reduced rates of taxation. The
deductibility of capital losses is subject to limitations.

Non-United States Holders

   For purposes of the following discussion, interest, dividends and gain on
the sale, exchange or other disposition of a new note will be considered "U.S.
trade or business income" if such income or gain is:

  . effectively connected with the conduct of a U.S. trade or business and

  . in the case of a qualified resident of a country having an applicable
    income tax treaty with the United States containing a permanent
    establishment provision, attributable to a U.S. permanent establishment
    (or to a fixed base) in the United States.

   Under present United States federal income and estate tax law, and subject
to the discussion below concerning backup withholding:

     (a) A new note beneficially owned by an individual who at the time of
  death is a Non-United States Holder will not be subject to United States
  federal estate tax as a result of such individual's death, provided that
  such individual does not actually or constructively own 10% or more of the
  total combined voting power of all classes of stock of any of the issuers
  entitled to vote within the meaning of section 871(h)(3) of the Code and
  provided that the interest payments with respect to such new note would not
  have been, if received prior to the time of such individual's death, U.S.
  trade or business income to such individual.

     (b) (i) No withholding of United States federal income tax will be
  required with respect to the payment by the Issuers or any paying agent of
  principal or interest on a new note owned by a Non-United States Holder,
  provided that:

       (A) the beneficial owner does not actually or constructively own 10%
    or more of the total combined voting power of all classes of stock of
    any of the issuers entitled to vote (or, in the case of any issuer
    which is a limited liability company, 10% or more of the capital or
    profits interest in such issuer) within the meaning of section
    871(h)(3) of the Code and the regulations promulgated thereunder,

       (B) the beneficial owner is not a controlled foreign corporation
    that is related to any of the issuers as described in Section 864(d)(4)
    of the Code,

       (C) the beneficial owner is not a bank whose receipt of interest on
    a new note is described in section 881(c)(3)(A) of the Code, and

       (D) the beneficial owner satisfies the statement requirement
    (described generally below) set forth in section 871(h) and section
    881(c) of the Code and the regulations promulgated thereunder (the
    "Portfolio Interest Exception").

     (ii) To satisfy the requirement referred to in (b)(i)(D) above, the
  beneficial owner of such new note, or a financial institution holding the
  new note on behalf of such owner, must provide, in accordance with
  specified procedures, a paying agent of any of the issuers with a statement
  to the effect that the beneficial owner is not a United States person.
  Currently, these requirements will be met if (1) the beneficial owner
  provides its name and address, and certifies, under penalties of perjury,
  that it is not a United States person (which certification may be made on
  an Internal Revenue Service Form W-8 (or successor form)) or (2) a

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