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S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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                AVALON CABLE OF MICHIGAN, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
forth below plus accrued and unpaid interest, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
December 1 of the years indicated below:


<TABLE>
<CAPTION>
         Year                                         Percentage
         ----                                         ----------
         <S>                                          <C>
         2003........................................  104.688%
         2004........................................  103.125%
         2005........................................  101.563%
         2006 and thereafter.........................  100.000%
</TABLE>


   The scheduled maturities of the long-term debt are $2,000 in 2001, $4,000 in
2002, $7,000 in 2003, and the remainder thereafter.

   At any time prior to December 1, 2001, the Co-Borrowers may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Senior
Subordinate Notes originally issued under the Indenture at a redemption price
equal to 109.375% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the redemption date, with the net cash proceeds of any
equity offering and/or the net cash proceeds of a strategic equity investment;
provided that at least 65% of the aggregate principal amount at maturity of
Senior Subordinated Notes originally issued remain outstanding immediately
after each such redemption.

   As used in the preceding paragraph, "Equity Offering and Strategic Equity
Investment" means any public or private sale of Capital Stock of any of the Co-
Borrowers pursuant to which the Co-Borrowers together receive net proceeds of
at least $25 million, other than issuances of Capital Stock pursuant to
employee benefit plans or as compensation to employees; provided that to the
extent such Capital Stock is issued by the Co-Borrowers, the net cash proceeds
thereof shall have been contributed to one or more of the Co-Borrowers in the
form of an equity contribution.

 Mercom debt

   In August 1997, the Mercom revolving credit agreement for $2,000 expired.
Mercom had no borrowings under the revolving credit agreement in 1996 or 1997.

   On September 29, 1997, the Company purchased and assumed all of the bank's
interest in the term credit agreement and the note issued thereunder.
Immediately after the purchase, the term credit agreement was amended in order
to, among other things, provide for less restrictive financial covenants,
eliminate mandatory amortization of principal and provide for a bullet maturity
of principal on December 31, 2002, and remove the change of control event of
default. Mercom's borrowings under the term credit agreement contain pricing
and security provisions substantially the same as those in place prior to the
purchase of the loan. The borrowings are secured by a pledge of the stock of
Mercom's subsidiaries and a first lien on certain of the assets of Mercom and
its subsidiaries, including inventory, equipment and receivables. At December
31, 1998, $14,151 of principal was outstanding. The borrowings under the term
credit agreement are eliminated in the Company's consolidated balance sheet.

9. Employee Benefit Plans

   The Company has a qualified savings plan under Section 401(K) of the
Internal Revenue Code. Contributions charged to expense for the period from
November 5, 1998 to December 31, 1998 was $30.

10. Commitments and Contingencies

 Leases

   Total rental expense, primarily for office space and pole rental, was $43.
Rental commitments are expected to continue to approximate $1 million a year
for the foreseeable future, including pole rental commitments which are
cancelable.

                                     F-121