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AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
Entire Document

                           The indenture governing the new notes permits the
                           issuers and their subsidiaries, Avalon Cable of
                           Michigan LLC and Avalon Cable of New England LLC,
                           which are subsidiaries of Avalon Cable LLC, and
                           Avalon Cable Finance, Inc., which is a subsidiary
                           of Avalon Cable Holdings Finance, Inc., to incur
                           additional indebtedness subject to certain
                           limitations. We refer to these subsidiaries of the
                           issuers as the operating subsidiaries. As of March
                           31, 1999, 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
                             issuers' operating subsidiaries on a combined
                             basis would have been $328.5 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 their ability to:

                           . incur additional indebtedness,

                           . pay dividends or make certain other restricted

                           . 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.

                           Avalon Cable of Michigan, Inc., an equity holder in
                           Avalon Cable LLC, and its sole stockholder, Avalon
                           Cable of Michigan Holdings, 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 LLC and Avalon Cable of
                           Michigan Inc., respectively. Thus, holders should
                           not expect the guarantors to have any assets
                           available to make 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.

       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 Technology
Corporation, 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 Avalon Cable of Michigan
Holdings, Inc., Cable Michigan, Inc., the predecessor company to Avalon Cable
of Michigan Holdings, Inc., Avalon Cable LLC, Avalon Cable of New England LLC,
AMRAC Clear View, the predecessor to Avalon Cable LLC and Avalon Cable of New
England LLC, Pegasus Cable Television, Inc. and Pegasus Cable Television of
Connecticut, Inc., Taconic Technology