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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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programming in local markets. If passed, the legislation would make direct
broadcast satellite services more competitive with cable television, which is
not currently similarly limited with respect to local programming. We cannot
predict whether this legislation, or any other pending or future legislation,
will ultimately become law, if it does what its final provisions will be and,
consequently, what impact it would have on us.

We will not be able to remain competitive if we cannot keep up with
technological change.

   The cable television industry is subject to rapid and significant changes in
technology. We plan to upgrade the technical quality of our cable plant to
expand our services, increase the number of channels that we offer to customers
and, if economically viable, provide new services. We cannot assure you,
however, that existing, proposed or yet undeveloped technologies will not
become dominant in the future or otherwise render cable television services
less profitable or less viable.

Our business will be adversely affected if we cannot continue to obtain
programming on reasonable terms.

   Our cable programming services are dependent upon our ability to obtain
attractive programming at reasonable rates. Although we believe that our
relations with our programming suppliers are generally good, our business could
suffer a material adverse effect if we lost key programming contracts because
the quality and amount of programming we offer affect the prices we can charge
and the attractiveness of our services to subscribers. We also anticipate that
the cost of obtaining programming will rise in the future. If we were unable to
pass on these increases to our customers, these increases could have a material
adverse effect on our results of operations. For additional information, please
refer to the "Business--Programming" section of this prospectus.

Your investment may be adversely affected due to conflicts of interest between
noteholders and our controlling equityholder.

   ABRY Broadcast Partners III, L.P. controls our total voting power and can
therefore direct our policies. In addition, it controls the selection of a
majority of the managers of Avalon Cable Holdings LLC and, indirectly, the
managers and the directors of the issuers. Certain changes in ABRY Broadcast
Partners III's beneficial ownership interest in the issuers would constitute a
change of control under the indenture governing the new notes and under other
agreements, including our secured credit facility, and could result in an event
of default or otherwise give rise to an obligation to make an immediate payment
under these agreements.

   ABRY Broadcast Partners III and its affiliates are in the business of making
controlling investments in broadcast and other media businesses and in
businesses which support or enhance broadcast or media properties. They and
members of our management may from time to time own or control interests in
television, cable and related businesses other than through our company,
including interests in our competitors. They may make acquisitions of
television, cable and other broadcasting and related businesses that would be
complementary to our business but are not made available to us.

   ABRY Broadcast Partners III, its affiliates and members of our management
may from time to time maintain interests which are in conflict with the
interests of the owners of the new notes. Some of these interests may result in
restrictions on our ability to engage in certain activities due to limitations
on common ownership, operation or control of certain businesses.

If a change of control occurs, there may not be sufficient assets to purchase
the new notes of all noteholders wishing to have their new notes purchased.

   In the event there is a change of control of the issuers, the issuers must
make an offer to buy back the new notes at a price equal to 101% of (a) the
accreted value of the new notes in the case of repurchases of new notes prior
to December 1, 2003 or (b) the aggregate principal amount thereof in the case
of repurchases of new notes on or after December 1, 2003 together with accrued
and unpaid interest and liquidated damages, if

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