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SEC Filings

AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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                              The Initial Offering

   The currently outstanding senior discount notes were originally issued on
December 3, 1998 in a private placement. The issuers are parties to a
registration rights agreement with the initial purchasers pursuant to which the
issuers agreed, among other things, to file a registration statement with
respect to the notes offered hereby on or before March 31, 1999, to use their
reasonable best efforts to have the registration statement declared effective
within 90 days after the filing and complete this exchange offer within 30 days
after this registration statement becomes effective. The issuers must pay
liquidated damages to the holders of the old notes if they do not meet these

   At the same time that we issued the currently outstanding senior discount
notes, $150,000,000 principal amount of senior subordinated notes were issued
in a private placement by our operating subsidiaries. We are holding companies
with no separate operations. These operating subsidiaries carry on our
business. As a result, the provisions of the indenture governing the senior
subordinated notes are important to us as well. The senior subordinated notes
are the subject of a separate exchange offer being conducted substantially
concurrently with this exchange offer.