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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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As indicated above, each broker-dealer, which we refer to as a Participating
Broker-Dealer, that receives new notes for its own account in exchange for old
notes must acknowledge that it:

  . acquired the new notes for its own account as a result of market-making
    activities or other trading activities;

  . has not entered into any arrangement or understanding with the issuers or
    any "affiliate" (within the meaning of Rule 405 under the Securities Act)
    to distribute the new notes to be received in the exchange offer; and

  . will deliver a prospectus meeting the requirements of the Securities Act
    in connection with any resale of such new notes.

For a description of the procedures for resales by Participating Broker-
Dealers, see "Plan of Distribution."

   In the event that changes in the law or the applicable interpretations of
the staff of the SEC do not permit us to effect such an exchange offer, or if
the issuers receive certain notice from any holder of Transfer Restricted
Securities (as defined below) that is a qualified institutional buyer or an
institutional accredited invested prior to the 20th day following the
consummation of the exchange offer, the issuers will use their best efforts to:

  . file a shelf registration statement covering the resale of the old notes
    on or prior to the earlier to occur of:

   (1) the 45th day after the date on which the issuers determine that they
       are not required to file the registration statement, or

   (2) the 45th day after the date on which the issuers receive the
       applicable notice from a holder of Transfer Restricted Securities
       (such earlier date being the "Shelf Filing Deadline");

  . cause the Shelf Registration Statement to be declared effective under the
    Securities Act on or before the 90th day after the Shelf Filing Deadline;
    and

  . keep the Shelf Registration Statement continuously effective.

   "Transfer Restricted Securities" means each old note until:

  . the date on which such old note has been exchanged by a person other than
    a broker-dealer for a new note in the exchange offer,

  . following the exchange by a broker-dealer in the exchange offer of an old
    note for a new note, the date on which such new note is sold to a
    purchaser who receives from such broker-dealer on or prior to the date of
    such sale a copy of the prospectus contained in the registration
    statement,

  . the date on which such old note has been effectively registered under the
    Securities Act and disposed of in accordance with the Shelf Registration
    Statement or

  . the date on which such old note is distributed to the public pursuant to
    Rule 144 under the Act.

   The issuers will, in the event of the filing of the Shelf Registration
Statement, provide to each applicable holder of the old notes copies of the
prospectus, which is a part of the Shelf Registration Statement, notify each
such holder when the Shelf Registration Statement has become effective, and
take certain other actions as are required to permit unrestricted resale of the
old notes. A holder of the old notes that sells such old notes pursuant to the
Shelf Registration Statement generally will be required to be named as a
selling security holder in the related prospectus and to deliver a prospectus
to purchasers, will be subject to certain of the civil liability provisions
under the Securities Act in connection with such sales, and will be bound by
the provisions of the Registration Rights Agreement which are applicable to
such a holder, including certain indemnification obligations.

   Holders of old notes will be required to make certain representations to the
issuers to participate in the exchange offer and holders of old notes will be
required to deliver information to be used in connection with

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