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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 07/22/1999
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final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of old notes must be cured within such time as the
issuers shall determine. Although the issuers intend to notify holders of
defects or irregularities with respect to tenders of old notes, neither the
issuers, the exchange agent nor any other person shall incur any liability for
failure to give such notification. Tender of old notes will not be deemed to
have been made until such defects or irregularities have been cured or waived.
Any old notes received by the exchange agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be
returned by the exchange agent to the tendering holders, unless otherwise
provided in the letter of transmittal, as soon as practicable following the
expiration date.
 
Guaranteed Delivery Procedures
 
   Holders who wish to tender their old notes and whose old notes are not
immediately available, who cannot deliver their old notes, the letter of
transmittal or any other required documents to the exchange agent, or who
cannot complete the procedures for book-entry transfer, prior to the expiration
date, may effect a tender if:
 
      (a) the tender is made through an eligible institution;
 
      (b) prior to the expiration date, the exchange agent receives by
  facsimile transmission, mail or hand delivery from such eligible
  institution a properly completed and duly executed notice of guaranteed
  delivery, setting forth the name and address of the holder, the certificate
  number(s) of such old notes and the principal amount of old notes tendered,
  stating that the tender is being made thereby and guaranteeing that, within
  three New York Stock Exchange trading days after the expiration date, the
  letter of transmittal, or facsimile thereof, or, in the case of a book-
  entry transfer, an agent's message, together with the certificate(s)
  representing the old notes, or a confirmation of book-entry transfer of
  such notes into the exchange agent's account at the Book-Entry Transfer
  Facility, and any other documents required by the letter of transmittal
  will be deposited by the eligible institution with the exchange agent; and
 
      (c) the certificate(s) representing all tendered old notes in proper
  form for transfer, or a confirmation of a book-entry transfer of such old
  notes into the exchange agent's account at the book entry transfer
  facility, together with a letter of transmittal, of facsimile thereof,
  properly completed and duly executed, with any required signature
  guarantees, or, in the case of a book-entry transfer, an agent's message,
  are received by the exchange agent within three New York Stock Exchange
  trading days after the expiration date of the exchange offer.
 
Withdrawal of Tenders
 
   Except as otherwise provided herein, tenders of old notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the expiration date of
the exchange offer.
 
   To withdraw a tender of old notes in the exchange offer, a telegram, telex,
letter or facsimile transmission notice of withdrawal must be received by the
exchange agent at its address set forth herein prior to 5:00 p.m., New York
City time, on the expiration date of the exchange offer. Any such notice of
withdrawal must:
 
  . specify the name of the person having deposited notes to be withdrawn;
 
  . identify the notes to be withdrawn, including the certificate number(s)
    and principal amount of such notes, or, in the case of old notes
    transferred by book-entry transfer, the name and number of the account at
    the book entry transfer facility to be credited;
 
  . be signed by the holder in the same manner as the original signature on
    the letter of transmittal by which such notes were tendered, including
    any required signature guarantees, or be accompanied by documents of
    transfer sufficient to have the trustee with respect to the old notes
    register the transfer of such notes into the name of the person
    withdrawing the tender; and
 
  . specify the name in which any such old notes are to be registered, if
    different from that of the person having deposited the notes.
 
All questions as to the validity, form and eligibility, including time of
receipt, of such notices will be determined by us and shall be final and
binding on all parties. Any old notes so withdrawn will be deemed not to have
been validly tendered for purposes of the exchange offer and no new notes will
be issued with respect
 
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