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SEC Filings

AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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Our subsidiaries may be prohibited from paying dividends or making other
payments to us, which payments are our sole source of operating funds to pay
amounts due under the new notes.

   The issuers will rely on dividends and other advances and transfers of funds
from their subsidiaries to meet their debt service obligations under the new
notes. The ability of the issuers' subsidiaries to make payments to the issuers
will be subject to applicable state laws restricting the payment of dividends
and to restrictions in the agreements governing indebtedness of the issuers'
subsidiaries. Subject to certain conditions, our current credit facility and
the indenture governing the senior subordinated notes permit the issuers'
subsidiaries to make distributions to the issuers in amounts sufficient for the
issuers to pay interest, including the Accreted Interest Redemption Amount,
when due on the new notes. We cannot assure you that such conditions will be
satisfied at the time the Accreted Interest Redemption Amount or other interest
payments under the new notes are payable. See "Description of Certain Debt."

We can only provide you with limited information about the performance of our
company under current management on which to make your investment decision.

   Our company was formed in 1997 and has grown principally through
acquisitions. We acquired a substantial portion of our operations in early
November 1998 in the Cable Michigan transaction. Accordingly, you have limited
information about our combined operations and the results that we can achieve
through our management. We cannot assure you that the past operating history of
any or all of the entities that we have acquired will be indicative of results
under our management.

Our operating strategy depends on completing and integrating acquisitions,
which we may not be able to do for a variety of reasons.

   In pursuing our cluster strategy, we will continue to seek strategic
acquisitions at prices we believe to be attractive. A substantial part of our
future growth depends on these acquisitions. Our results of operations could be
materially affected if we do not complete or successfully integrate new
businesses into our existing businesses. We cannot assure you that we will find
attractive acquisition candidates at suitable prices, be able to finance those
acquisitions on satisfactory terms, successfully acquire those candidates, or
effectively manage the integration of acquired businesses into our existing
business. In addition, acquisitions of cable systems are frequently subject to
approval from local franchising authorities and other governmental agencies.

Significant competition in providing entertainment, news and information could
reduce the demand and profitability of our services.

   Our industry is very competitive. The nature and level of the competition
affects, among other things, how much we must spend to maintain and upgrade our
cable systems, how much we must spend on marketing and promotions and the
prices we can charge. We cannot assure you that we will have the resources to
compete effectively. Many of our present and potential competitors have
substantially greater resources than we do. Also, some of our competitors may
use technology that customers may find superior to ours. We face competition

  . companies with alternative methods of receiving and distributing single
    and/or multiple channels of video programming, such as direct-to-the-home
    satellite programming companies and off-air television broadcast
    programming companies;

  . other sources of news, information and entertainment, such as newspapers,
    movie theaters, live sporting events, interactive online computer
    services and home video products, including videotape cassette recorders;

  . potentially, other operators of cable television systems in our
    communities, including systems operated by local governmental
    authorities; and

  . other distribution systems capable of delivering programing to homes and
    businesses including direct broadcast satellite systems, private
    satellite master antenna television systems and wireless terrestrial
    program distribution services such as multipoint, multichannel
    distribution service.