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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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Corporation and Avalon Cable Finance, Inc. and the assumptions and adjustments
described in the notes thereto included elsewhere in this prospectus. The data
for Avalon Cable of Michigan, Inc. and Cable Michigan include 100% of Mercom
for all periods presented. The summary unaudited pro forma combined financial
and operating data gives effect to our completed acquisitions and our pending
acquisitions, the issuance of the old notes, the issuance of the senior
subordinated notes by the issuers' operating subsidiaries, the incurrence of
debt under our secured credit facility and the reorganization transactions
described herein, as if they had occurred on January 1, 1999 for pro forma
information for the period ended March 31, 1999 and January 1, 1998 for the pro
forma information for the period ended December 31, 1998. In the following
table and the related notes, we refer to:

  . Avalon Cable of Michigan Holdings, Inc. as Michigan Holdings,

  . Avalon Cable of New England LLC as Avalon New England,

  . AMRAC Clear View as Amrac,

  . Pegasus Cable Television, Inc. and Pegasus Cable Television of
    Connecticut, Inc., collectively as Pegasus,

  . the assets and related liabilities that we will acquire from Taconic
    Technology Corporation as Taconic,

  . Avalon Cable Holdings Finance, Inc. as Holdings Finance,

  . Avalon Cable of Michigan, Inc. as Avalon Michigan Inc. and

  . Avalon Cable of Michigan LLC as Avalon Michigan LLC.

   The summary unaudited pro forma combined financial and operating data do not
purport to represent what the issuers' results of operations actually would
have been if the completed and pending acquisitions had occurred as of the date
indicated or what such results will be for future periods. Among other things,
this data do not give effect to certain non-recurring charges or cost savings
expected to result from the completed and pending acquisitions. This summary
and accompanying notes are provided for informational purposes only and do not
necessarily indicate what our operating results would have been had the
completed and pending acquisitions been consummated on January 1, 1999 or 1998,
nor do they necessarily indicate the issuers' future results of operations or
financial position. The operating results for the three months ended March 31,
1999 are not necessarily indicative of results to be expected for the year
ending December 31, 1999.

   Management believes that the summary unaudited pro forma combined financial
and operating data is a meaningful presentation because the issuers had no
operations as of December 31, 1997 and only had significant operations for a
short period of time as of December 31, 1998, and their ability to satisfy debt
and other obligations is dependent upon cash flow from the completed and
pending acquisitions. The following information is qualified by reference to
and should be read in conjunction with the "Capitalization," "Selected
Historical Financial and Other Data," and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" sections of this prospectus
and the financial statements and notes thereto included elsewhere in this
prospectus.

   The summary unaudited pro forma combined financial and operating data should
be read in conjunction with the financial statements of Michigan Holdings,
Cable Michigan, Avalon Cable LLC, Amrac, Pegasus, Taconic and Holdings Finance
and the accompanying notes thereto included elsewhere in this prospectus.

   Prior to July 21, 1998, Pegasus was operated as part of Pegasus
Communications Corporation. This table below sets forth selected historical
combined data for Pegasus for periods during which they did not operate as a
separate independent company and, accordingly, certain allocations were made in
preparing such financial data. Therefore, such data may not reflect the results
of operations or the financial condition which would have resulted if Pegasus
had operated as a separate independent company during such periods, and are not
necessarily indicative of the future results of operations or financial
position of Pegasus.

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