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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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              NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET

                              March 31, 1999

(a) To reflect the pending acquisition of Taconic (dollars in thousands):


<TABLE>
      <S>                                                                <C>
      Cash paid......................................................... $8,525
                                                                         ======
        To record purchase price adjustments:
        Historical net book value, excluding debt....................... $1,751
        Eliminate net (assets)/liabilities not acquired.................    359
                                                                         ------
          Historical cost basis of net assets acquired..................  2,110
          Identified value of property and equipment in excess of
           historical cost..............................................  1,612
          Goodwill and other intangibles................................  4,803
                                                                         ------
            Fair value of Taconic....................................... $8,525
                                                                         ======
</TABLE>


(b) To reflect the acquisitions of Traverse Internet, Hometown TV and Galaxy
    American Communications (the "Additional Acquisitions") as if these
    acquisitions occurred on March 31, 1999 (dollars in thousands except the
    price per share):


<TABLE>
      <S>                                                                <C>
      Additional Acquisitions purchase price (1)........................  4,275
                                                                         ------
      To record purchase price adjustments:
      Identified value of property, plant and equipment in excess of
       historical cost..................................................    150
      Goodwill and other intangibles....................................  4,125
                                                                         ------
      Fair value of the Additional Acquisitions......................... $4,275
                                                                         ======
</TABLE>

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     (1) We have acquired certain assets and liabilities of Traverse
         Internet as of April 30, 1999 and have signed definitive
         agreements to acquire assets of Hometown TV and Galaxy American
         Communications. These completed and pending acquisitions do not
         represent significant acquisitions by the issuers and therefore do
         not require separate financial statement information.
(c) To reflect deferred finance costs of $1,000,000 incurred in conjunction
    with the exchange offering.

(d) To reflect additional borrowings under the credit facility of $573 incurred
    in connection with the Additional Acquisitions and the exchange offering.

(e) To eliminate transactions between the issuers consisting of (i) a note
    receivable, including interest receivable, of $15,338 from Avalon Michigan
    LLC payable to Avalon Cable Finance and (ii) a note receivable, including
    interest receivable, of $15,338 from Avalon Cable Finance payable to Avalon
    New England.

(f) To reflect the exchange of old notes for new notes.

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