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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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from their operating subsidiaries. The ability of the issuers' operating
subsidiaries to make dividends and other advances and transfers of funds,
including funds required to pay interest on the new notes when due, is subject
to certain restrictions under the credit facility, the indenture governing the
senior subordinated notes and other agreements to which they become a party. A
payment default under the indenture governing the senior subordinated notes
would constitute an event of default under the credit facility, and could
result in the acceleration of the indebtedness thereunder.

   The credit facility, the indenture governing the old notes and the new
notes, and the senior subordinated note indenture contain financial and other
covenants that restrict, among other things, the ability of the issuers and
their operating subsidiaries and certain of their affiliates:

  . to incur additional indebtedness,

  . incur liens,

  . pay dividends or make certain other restricted payments,

  . consummate certain asset sales,

  . enter into certain transactions with affiliates,

  . merge or consolidate with any other person or

  . sell, assign, transfer, lease, convey or otherwise dispose of all or
    substantially all of our assets.

   Such limitations, together with our highly leveraged nature, could limit the
corporate and operating activities of the issuers in the future, including the
implementation of our growth strategy. See "Risk Factors--Our substantial
indebtedness could make us unable to service our indebtedness and meet our
other requirements and could adversely affect our financial health."

   We believe that cash generated from operations and borrowings expected to be
available under the credit facility will be sufficient to meet our debt
service, capital expenditure and working capital requirements for the
foreseeable future. We will require additional financing if our plans
materially change in an adverse manner or prove to be materially inaccurate, or
if we engage in any significant acquisitions. We cannot assure you that this
financing, if permitted under the terms of the indenture governing the old
notes and the new notes or other then applicable agreements, will be available
on terms acceptable to us or at all. For additional information, please refer
to the "Risk Factors" section of this prospectus.

Year 2000 Information and Readiness Discussion

   We have and will acquire certain financial, administrative and operational
systems. We are in the process of reviewing our existing systems and intend to
review each system that we acquire, as well as the systems employed by third
party service providers (including for billing services) in order to analyze
the extent, if any, to which we face a "Year 2000" problem (a problem that is
expected to arise with respect to computer programs that use only two digits to
identify a year in the date field and which were designed and developed without
considering the impact of the upcoming change in the century).

   In particular, we are in the process of completing a review and survey of
all information technology and non-information technology equipment and
software in order to discover items that may not be Year 2000 compliant. We are
contacting each material third party vendor of products and services used by
our company in writing in order to determine the Year 2000 status of the
products and services provided by such vendors. To date, our third party
vendors have indicated that all material products and services are Year 2000
compliant. We anticipate that we will complete our survey of equipment and
software prior to July 1, 1999 and that we will complete all required
remediation and testing prior to December 31, 1999.

   Our most reasonably likely worst case Year 2000 scenario involves the
complete failure of our third party billing and customer support system. Such a
scenario is, however, highly unlikely given that our billing and

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