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SEC Filings

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

   We reserve the right:

  . to delay accepting any old notes, to extend the exchange offer or to
    terminate the exchange offer if any of the conditions set forth below
    under "conditions" shall not have been satisfied, by giving oral or
    written notice, such notice if given orally, to be confirmed in writing,
    of such delay, extension or termination to the exchange agent, or

  . to amend the terms of the exchange offer in any manner.

Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice thereof to the
registered holders.

Yield and Interest on the New Notes

   Before December 1, 2003, there will be no current payments of cash interest
on the new notes. The new notes and the old notes not exchanged for new notes
will accrete in value at a rate of 11 7/8% per annum, compounded semi-annually,
to an aggregate principal amount of $196,000,000 on December 1, 2003. Holders
of old notes that are accepted for exchange will receive new notes with a
principal amount equal to the accreted value of the old notes on the date of
issuance of the new notes. Old notes accepted for exchange will cease to
accrete in value upon issuance of the new notes.

   On December 1, 2003, the issuers will be required to redeem an amount equal
to $369.70 per $1,000 principal amount at maturity of each new note and each
old note not exchanged for a new note then outstanding, on a pro rata basis at
a redemption price of 100% of the principal amount at maturity of the notes so
redeemed. Thereafter, cash interest will be payable semi-annually in arrears on
June 1 and December 1 of each year, commencing June 1, 2004.

Procedures for Tendering

   Only a registered holder of old notes may tender such notes in the exchange
offer. To tender in the exchange offer, a holder must complete, sign and date
the letter of transmittal, or a facsimile thereof, have the signatures thereon
guaranteed if required by the letter of transmittal and mail or otherwise
deliver such letter of transmittal or such facsimile, together with the old
notes and any other required documents, or cause The Depository Trust Company
to transmit an agent's message as described below in connection with a book-
entry transfer, to the exchange agent prior to the expiration date. To be
tendered effectively, the old notes, the letter of transmittal or agent's
message and other required documents must be completed and received by the
exchange agent at the address set forth below under "--Exchange Agent" prior to
the expiration date. Delivery of the old notes may be made by book entry
transfer in accordance with the procedures described below. Confirmation of
such book-entry transfer must be received by the exchange agent prior to the
expiration date.

   The term "agent's message" means a message, transmitted by a book-entry
transfer facility to, and received by, the exchange agent forming a part of a
confirmation of a book-entry, which states that such book-entry transfer
facility has received an express acknowledgment from the participant in such
book-entry transfer facility tendering the old notes that such participant has
received and agrees:

  . to participate in the Automated Tender Option Program;

  . to be bound by the terms of the letter of transmittal; and

  . that we may enforce such agreement against such participant.

   By executing the letter of transmittal or agent's message, each holder will
make to us the representations set forth above in the fourth paragraph under
the heading "--Purpose and Effect of the Exchange Offer."

   The tender by a holder and the acceptance thereof by us will constitute
agreement between such holder and the company in accordance with the terms and
subject to the conditions set forth herein and in the letter of transmittal or
agent's message.