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SEC Filings

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

   The following chart sets forth our corporate structure as of the time of the
old note offering. Originally, the issuers under the old notes were Avalon
Cable LLC, Avalon Cable of Michigan Holdings, Inc. and Avalon Cable Holdings
Finance, Inc. At that time, Avalon Cable of Michigan, Inc. operated the cable
systems located in our Michigan cluster. Avalon Cable of New England LLC
operates the cable systems located in our New England cluster. Avalon Cable of
Michigan, Inc. is a wholly owned subsidiary of Avalon Cable of Michigan
Holdings, Inc., Avalon Cable of New England LLC is a wholly owned subsidiary of
Avalon Cable LLC and Avalon Cable Finance, Inc. is a wholly owned subsidiary of
Avalon Cable Holdings Finance, Inc. Each of Avalon Cable Holdings Finance, Inc.
and Avalon Cable Finance, Inc. was organized for purposes of facilitating the
initial financing and other financings and conducts no activities other than in
connection with those financings.

[CHART SHOWS CORPORATE STRUCTURE IMMEDIATELY AFTER GIVING EFFECT
 TO THE REORGANIZATION]

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(a) Issuer of old notes.

(b) Issuer under senior subordinated notes and borrower under the credit
    facility.

(c) In the Cable Michigan acquisition, Avalon Cable of Michigan, Inc. acquired
    the approximately 62% of Mercom, Inc.'s outstanding common stock owned by
    Cable Michigan. Subsequently, Avalon Cable of Michigan, Inc. acquired the
    remaining shares.

Structure After the Reorganization

   In order to facilitate certain aspects of our financing, in March 1999,
after the acquisition of the approximately 38% of Mercom, Inc. that we did not
own through a merger of Mercom, Inc. into Avalon Cable of Michigan, Inc., we
completed a series of transactions we refer to as the "reorganization:"

  . Avalon Cable of Michigan, Inc. transferred substantially all of its
    assets and liabilities to Avalon Cable LLC, which then transferred these
    assets and liabilities to Avalon Cable of Michigan LLC and, as a result,
    Avalon Cable of Michigan LLC now operates our Michigan cluster;

  . Avalon Cable of Michigan Holdings, Inc. ceased to be an obligor on the
    old notes and together with Avalon Cable of Michigan, Inc. became a
    guarantor of the obligations of Avalon Cable LLC under the old notes;

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