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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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   We generally package our basic cable service in the Michigan cluster into
three distinct tiers: Limited Basic Service, Expanded Basic Service and the
Family Value Package. We currently price Limited Basic Service, which consists
primarily of broadcast channels, at an average cost of $11.35 per month;
Expanded Basic Service, which includes traditional cable channels, at an
additional average cost of $11.33 per month; and Family Value Package, which
includes popular sports and cable news channels, at an additional average cost
of $7.13 per month. As of March 31, 1999, Cable Michigan's penetration rates
for Expanded Basic Service and the Family Value Package were 89.3% and 82.4% of
basic subscribers, respectively. In May 1999, Cable Michigan implemented an
average annual rate increase for basic cable service of $2.09 per month, an
increase of approximately 8.4%. We plan to carefully review and refine our
existing programming packages and pricing structure in conjunction with our
marketing strategy.

   We believe that there are significant opportunities to increase revenue in
the Michigan cluster. As of March 31, 1999, the Michigan cluster maintained a
60% basic penetration rate and a 26% premium penetration rate, as compared to
national averages of 69% and 72%, respectively, according to Paul Kagan Inc. In
order to increase our pay and basic penetration rates, we plan to introduce
targeted marketing campaigns such as outbound tele-marketing, direct mail,
advertising and sponsorship of community based events. We also believe that we
will be able to generate additional revenues from the upgrade of our cable
systems by providing expanded tiers of basic programming, multiplexed premium
services, additional home shopping channels and pay-per-view services. In
addition, we believe that the revenues generated by the cable systems serving
the Michigan cluster will increase due to the substantial projected growth of
the communities located in the Michigan cluster.

 The New England Cluster--Acquisition History

   The New England cluster has been formed through our acquisitions of AMRAC
Clear View and Pegasus Cable Television. We plan to add to the New England
cluster through the acquisitions of Taconic Technology and Hometown TV.

   AMRAC Clear View and Pegasus Cable Television. On May 30, 1998, we acquired
the assets of AMRAC Clear View for approximately $8.1 million. The AMRAC Clear
View cable systems serve the towns of Hadley and Belchertown in the vicinity of
Amherst, Massachusetts. On July 21, 1998, we acquired the assets of Pegasus
Cable Television for approximately $30.5 million. The Pegasus Cable Television
cable systems serve seven towns located in Massachusetts and seven towns in the
County of Litchfield, Connecticut. As of March 31, 1999, these cable systems,
which currently constitute the New England cluster, passed approximately 28,800
homes and served approximately 20,500 basic subscribers.

   Taconic Technology. On September 10, 1998, we entered into an agreement to
purchase the cable related assets of Taconic Technology for approximately $8.5
million. As of March 31, 1999, Taconic Technology's cable system passed
approximately 7,200 homes and served approximately 5,000 basic subscribers.
Taconic Technology's subscribers are located in eight towns in upstate New
York, all of which are situated in close proximity to our current cable systems
in the New England Cluster. We expect that the consummation of the Taconic
Technology acquisition will occur in the second quarter of 1999.

   Hometown TV. In December 1998, we signed an agreement to acquire certain
assets of Hometown TV for approximately $0.5 million. As of March 31, 1999,
Hometown TV's cable systems passed approximately 700 homes and served
approximately 400 basic subscribers. We expect that the consummation of the
Hometown TV acquisition will occur in the third quarter of 1999.

 The New England Cluster--Operations

   The cable systems located in the New England cluster are situated in central
Massachusetts and western New England. The following chart sets forth certain
pro forma information relating to the cable systems located in the New England
cluster as of March 31, 1999, representing the cable systems acquired or to be
acquired by

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