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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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Guaranty Delivery           If you wish to tender your old notes and time will
Procedures................  not permit your required documents to reach the
                            exchange agent by the expiration date, or the
                            procedure for book-entry transfer cannot be
                            completed on time, you may tender your notes
                            according to the guaranteed delivery procedures.
                            See "The Exchange Offer--Guaranteed Delivery
                            Procedures."

Acceptance of Old Notes;
Delivery of New Notes.....

                            Subject to certain conditions, the issuers will
                            accept old notes which are properly tendered in the
                            exchange offer and not withdrawn, before 5:00 p.m.,
                            New York City time, on the expiration date of the
                            exchange offer. The new notes will be delivered as
                            promptly as practicable following the expiration
                            date.

Use of Proceeds...........
                            The issuers will receive no proceeds from the
                            exchange offer.

Exchange Agent............
                            The Bank of New York is the exchange agent for the
                            exchange offer.

                            Summary of the New Notes

Issuers...................  Avalon Cable LLC and Avalon Cable Holdings Finance,
                            Inc.

Yield and Interest........  Before December 1, 2003, there will be no current
                            payments of cash interest on the new notes. The new
                            notes will accrete in value at a rate of 11 7/8%
                            per annum, compounded semi-annually, to an
                            aggregate principal amount of $196,000,000 on
                            December 1, 2003, assuming all old notes are
                            exchanged for new notes. After December 1, 2003,
                            cash interest on the new notes:

                            . will accrue at the rate of 11 7/8% per annum on
                              the principal amount at maturity of the new
                              notes, and

                            . will be payable semi-annually in arrears on June
                              1 and December 1 of each year, commencing June 1,
                              2004.

Original Issue Discount...  The new notes:

                            . will be treated for U.S. federal income tax
                              purposes as having been issued at a substantial
                              discount to their principal amount at maturity,
                              and

                            . will bear original issue discount for U.S.
                              federal income tax purposes.

                            Original issue discount will accrue from the issue
                            date of the new notes and will be included as
                            interest income periodically, including for periods
                            ending prior to December 1, 2003, in a holder's
                            gross income for U.S. federal income tax purposes
                            in advance of receipt of the cash payments to which
                            the income is attributable. See "Certain United
                            States Federal Income Tax Considerations."

Mandatory Payment of
Accrued Interest..........

                            On December 1, 2003, the issuers will be required
                            to redeem an amount equal to $369.79 per $1,000
                            principal amount at maturity of each new note and
                            each old note not exchanged for a new note then
                            outstanding, which we refer to as the Accreted
                            Interest Redemption

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