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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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               (a) The Issuers shall (i) cause to be filed with the Commission
     (the "Filing") on or prior to March 31, 1999, an Exchange Offer
     Registration Statement under the Securities Act relating to the New Notes
     and the Exchange Offer, (ii) use their best efforts to cause such Exchange
     Offer Registration Statement to be declared effective by the Commission on
     or prior to 90 days after the date of the Filing, (iii) in connection with
     the foregoing, file (A) all pre-effective amendments to such Exchange Offer
     Registration Statement as may be necessary in order to cause such Exchange
     Offer Registration Statement to be declared effective by the Commission,
     (B) if applicable, a post-effective amendment to such Registration
     Statement pursuant to Rule 430A under the Securities Act and (C) cause all
     necessary filings in connection with the registration and qualification of
     the New Notes to be made under the Blue Sky laws of such jurisdictions as
     are necessary to permit Consummation of the Exchange Offer and (iv) unless
     the Exchange Offer would not be permitted by applicable law or Commission
     policy, the Issuers will commence the Exchange Offer and use their best
     efforts to issue on or prior to 30 business days after the date on which
     such Registration Statement was declared effective by the Commission, New
     Notes in exchange for all Senior Discount Notes tendered prior thereto in
     the Exchange Offer.  The Exchange Offer shall be on the appropriate form
     permitting registration of the New Notes to be offered in exchange for the
     Transfer Restricted Securities and to permit resales of New Notes held by
     Broker-Dealers as contemplated by Section 3(c) below.  The date referred to
     in (i) of this Section 3(a) shall be changed to account for, and the
     business day periods referred to in (ii) and (iv) of this Section 3(a)
     shall not be deemed to include, any period during which the Issuers are
     pursuing a Commission ruling pursuant to Section 6(a)(i) below.

               (b) The Issuers shall use their best efforts to cause the
     Exchange Offer Registration Statement to be effective continuously and
     shall keep the Exchange Offer open for a period of not less than the
     minimum period required under applicable federal and state securities laws
     to Consummate the Exchange Offer; provided, however, that in no event shall
     such period be less than 20 business days.  The Issuers shall cause the
     Exchange Offer to comply in all material respects with all applicable
     federal and state securities laws.  No securities other than the New Notes
     shall be included in the Exchange Offer Registration Statement.  The
     Issuers shall use their best efforts to cause the Exchange Offer to be
     Consummated on the earliest practicable date after the Exchange Offer
     Registration Statement has been declared effective by the Commission, but
     in no event later than 30 business days thereafter.

               (c) The Issuers shall indicate in a "Plan of Distribution"
     section contained in the Prospectus contained in the Exchange Offer
     Registration Statement that any Broker-Dealer who holds Securities that are
     Transfer Restricted Securities and that were acquired for its own account
     as a result of market-making activities or other trading activities (other
     than Transfer Restricted Securities acquired directly from the Issuers),
     may exchange such Securities pursuant to the Exchange Offer; provided,
     however, such Broker-Dealer may be deemed to be an "underwriter" within the
     meaning of the Securities Act and must, therefore, deliver a prospectus
     meeting the requirements of the Securities Act in connection with any
     resales of the New Notes received by such Broker-Dealer in the Exchange
     Offer, which prospectus delivery requirement may be satisfied by the
     delivery by such Broker-Dealer of the Prospectus contained in the Exchange
     Offer Registration Statement.  Such "Plan of Distribution" section shall
     also contain all other information with respect to such resales by Broker-
     Dealers that the Commission may require in order to permit such resales
     pursuant thereto, but such "Plan of Distribution" shall not name any such
     Broker-Dealer or disclose the amount of New Notes held by any such Broker-