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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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                                  AVALON CABLE
 
Overview
 
   Set forth below are charts showing our corporate structure at the time we
issued the old notes and after giving effect to a reorganization that we
completed in March 1999. These charts should be read in light of the following
facts:
 
  . Avalon Cable Holdings, LLC controls each of the issuers and each of their
    operating subsidiaries.
 
  . Each of the subsidiaries of Avalon Cable Holdings, LLC was organized in
    connection with a particular acquisition or the financing thereof.
 
  . In the initial structure, Avalon Cable of Michigan, Inc., Mercom, Inc.
    and Avalon Cable of New England LLC are the only companies with
    substantial operations. The rest are primarily holding companies, holding
    only equity interests in the indicated companies and incurring and/or
    guaranteeing debt.
 
  . In the structure after the reorganization, Avalon Cable of Michigan LLC
    and Avalon Cable of New England LLC are the only companies with
    substantial operations. The rest are primarily holding companies, holding
    only equity interests in the indicated companies and incurring and/or
    guaranteeing debt.
 
  . The controlling equityholder in Avalon Cable Holdings, LLC is ABRY
    Broadcast Partners III, L.P., an investment fund. It is managed by ABRY
    Partners, Inc., which manages $825 million of private equity funds and is
    one of the largest private equity investment firms in North America
    dedicated solely to investments in media businesses. For more
    information, see "Security Ownership of Certain Beneficial Owners and
    Management."
 
  . Members of management are also equityholders in Avalon Cable Holdings,
    LLC.
 
  . Avalon Investors L.L.C. was organized by a private investor in order to
    invest in our company. It does not have any voting rights with respect to
    the management or operations of Avalon Cable LLC or any of its
    subsidiaries.
 
  . The senior subordinated notes of the issuers' operating subsidiaries were
    privately placed at the same time as the old notes and are currently the
    subject of a separate exchange offer which is registered with the
    Securities and Exchange Commission on a separate registration statement.
 
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