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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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clear through or maintain a custodial relationship with a Participant, either
directly or indirectly (collectively, "Indirect Participants"). Persons who are
not Participants may beneficially own securities held by or on behalf of the
Depositary only through the Participants or Indirect Participants. The
ownership interest and transfer of ownership interest of each actual purchaser
of each security held by or on behalf of the Depositary are recorded on the
records of the Participants and Indirect Participants.
 
   The Depositary has also advised the Issuers that pursuant to procedures
established by it:
 
  . upon deposit of the Global Note, the Depositary will credit the accounts
    of Participants designated by the exchanging holders with portions of the
    principal amount of Global Note; and
 
  . ownership of such interests in the Global Note will be shown on, and the
    transfer of ownership thereof will be effected only through, records
    maintained by the Depositary (with respect to Participants) or by
    Participants and the Indirect Participants (with respect to other owners
    of beneficial interests in the Global Note).
 
   Except as described below, owners of interests in the Global Note will not
have new notes registered in their names, will not receive physical delivery of
new notes in certificated form and will not be considered the registered owners
or "Holders" thereof under the Indenture for any purpose.
 
   Payments in respect of the principal of, and premium, if any, and Liquidated
Damages, if any, and interest on a Global Note registered in the name of the
Depositary or its nominee will be payable by the Trustee to the Depositary or
its nominee in its capacity as the registered Holder under the Indenture. Under
the terms of the Indenture, the Issuers and the Trustee will treat the persons
in whose names the new notes, including the Global Note, are registered as the
owners thereof for the purpose of receiving such payments and for any and all
other purposes whatsoever. Consequently, neither the Issuers, the Trustee nor
any agent of the Issuers or the Trustee has or will have any responsibility or
liability for:
 
  . any aspect of the Depositary's records or any Participant's or Indirect
    Participant's records relating to or payments made on account of
    beneficial ownership interests in the Global Note, or for maintaining,
    supervising or reviewing any of the Depositary's records or any
    Participant's or Indirect Participant's records relating to the
    beneficial ownership interests in the Global Note; or
 
  . any other matter relating to the actions and practices of the Depositary
    or any of its Participants or Indirect Participants.
 
   The Depositary has advised the Issuers that its current practice upon
receipt of any payment in respect of securities such as the new notes
(including principal and interest) is to credit the accounts of the relevant
Participants with the payment on the payment date, in amounts proportionate to
their respective holdings in principal amount of beneficial interests in the
relevant security as shown on the records of the Depositary unless the
Depositary has reason to believe it will not receive payment on such payment
date. Payments by Participants and the Indirect Participants to the beneficial
owners of new notes will be governed by standing instructions and customary
practices and will be the responsibility of the Participants or the Indirect
Participants and will not be the responsibility of the Depositary, the Trustee
or the Issuers. Neither the Issuers nor the Trustee will be liable for any
delay by the Depositary or its Participants in identifying the beneficial
owners of the new notes, and the Issuers and the Trustee may conclusively rely
on and will be protected in relying on instructions from the Depositary or its
nominee for all purposes.
 
   Interests in the Global Note are expected to be eligible to trade in the
Depositary's Same-Day Funds Settlement System and secondary market trading
activity in such interests will, therefore, settle in immediately available
funds, subject in all cases to the rules and procedures of the Depositary and
its Participants. See "--Same Day Settlement and Payment."
 
   The Depositary has advised the Issuers that it will take any action
permitted to be taken by a Holder of new notes only at the direction of one or
more Participants to whose account the Depositary has credited the
 
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