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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 15, 1999
AVALON CABLE FINANCE, INC.
CC MICHIGAN, LLC
CC NEW ENGLAND, LLC
(Exact Name of Registrants as Specified in their Charters)
Delaware 333-75453-03 13-4029974
Delaware 333-75453 13-4029981
Delaware 333-75453-02 22-3556161
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12444 Powerscourt Drive, Suite 400, St. Louis, MO 63131
(Address of Principal Executive Offices) (Zip Code)
Registrants' telephone number, including area code: (314) 965-0555
800 Third Avenue, Suite 3100, New York, NY 10022
(Former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On November 15, 1999, all of the equity interests of Avalon Cable LLC
were acquired (directly or indirectly) by Charter Communications, Inc.
("Charter") and Charter Communications Holding Company, LLC ("Charter Holdco"),
pursuant to a Securities Purchase Agreement, dated May 13, 1999, by and between
Avalon Cable Holdings LLC, Avalon Investors, L.L.C., Avalon Cable of Michigan
Holdings, Inc. and Avalon Cable LLC and Charter Communications Holdings, LLC and
Charter Communications, Inc. (now known as Charter Investment, Inc.).
Immediately after this acquisition, Charter contributed its indirect
interest in Avalon Cable LLC to Charter Holdco. Charter Holdco is managed by and
40.6% owned by Charter.
In connection with this acquisition, Avalon Cable of Michigan, LLC, now
known as CC Michigan, LLC and Avalon Cable of New England LLC, now known as CC
New England, LLC, both wholly owned subsidiaries of Avalon Cable LLC, satisfied
their previous credit facilities and jointly and severally entered into new
credit facilities. Upon the closing of the Avalon acquisition, $165 million was
borrowed under the new Avalon credit facilities.
On or before December 5, 1999, as required by that certain Indenture
dated as of December 10, 1998 among Avalon Cable of Michigan, Inc., Avalon Cable
of New England LLC, Avalon Cable Finance, Inc. (the "Issuers") and The Bank of
New York, as trustee, relating to the 9.375% Senior Subordinated Notes due 2008
(the "Notes"), the Issuers intend to make an offer to repurchase the Notes at
101% of the aggregate principal amount thereof plus accrued and unpaid interest,
in a change of control repurchase offer required by the Indenture.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(a) Not Applicable
(b) Not Applicable
(c) The following are furnished as exhibits to this report Exhibits.
2.1 Securities Purchase Agreement, dated May 13, 1999, by and
between Avalon Cable Holdings LLC, Avalon Investors,
L.L.C., Avalon Cable of Michigan Holdings, Inc. and Avalon
Cable LLC and Charter Communications Holdings, LLC and
Charter Communications, Inc. (now known as Charter
Investment, Inc.) (incorporated by reference to Amendment
No. 1 to the registration statement on Form S-4 of Avalon
Cable of Michigan LLC, Avalon Cable of Michigan, Inc.,
Avalon Cable
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of New England LLC and Avalon Cable Finance, Inc. filed on
May 28, 1999, File No. 333-75453).
2.2 Assignment Agreement effective as of June 16, 1999, by and
among Charter Communications, Inc., Charter Communications
Holdings, LLC, Charter Communications Holding Company, LLC,
Avalon Cable Holdings LLC, Avalon Investors, L.L.C., Avalon
Cable of Michigan Holdings, Inc. and Avalon Cable LLC
(incorporated by reference to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999, File No.
333-83887).
2.3 Assignment and Contribution Agreement, entered into as of
October 11, 1999 by and between Charter Communications
Holding Company, LLC and Charter Communications, Inc.
(incorporated by reference to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999, File No.
333-83887).
10.1 Credit Agreement, dated as of November 15, 1999, among
Avalon Cable LLC, CC Michigan, LLC, CC New England, LLC,
several banks and other financial institutions or entities
named therein, First Union National Bank and PNC Bank,
National Association, as syndication agents, Bank of
Montreal, Chicago Branch and Mercantile Bank National
Association, as co-documentation agents, and Bank of
Montreal, as administrative agent (incorporated by
reference to the current report on Form 8-K of Charter
Communications, Inc. filed on November 29, 1999, File No.
333-83887).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalves by the
undersigned hereunto duly authorized.
AVALON CABLE FINANCE, INC.
Date: November 30, 1999 By: /s/ Kent D. Kalkwarf
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Kent D. Kalkwarf
Senior Vice President and Chief Financial
Officer
CC MICHIGAN, LLC
Date: November 30, 1999 By: /s/ Kent D. Kalkwarf
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Kent D. Kalkwarf
Senior Vice President and Chief Financial
Officer
CC NEW ENGLAND LLC
Date: November 30, 1999 By: /s/ Kent D. Kalkwarf
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Kent D. Kalkwarf
Senior Vice President and Chief Financial
Officer
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Exhibit Index
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Exhibit Description
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<S> <C>
2.1 Securities Purchase Agreement, dated May 13, 1999, by and between
Avalon Cable Holdings LLC, Avalon Investors, L.L.C., Avalon Cable
of Michigan Holdings, Inc. and Avalon Cable LLC and Charter
Communications Holdings, LLC and Charter Communications, Inc. (now
known as Charter Investment, Inc.) (incorporated by reference to
Amendment No. 1 to the registration statement on Form S-4 of
Avalon Cable of Michigan LLC, Avalon Cable of Michigan, Inc.,
Avalon Cable of New England LLC and Avalon Cable Finance, Inc.
filed on May 28, 1999, File No. 333-75453).
2.2 Assignment Agreement effective as of June 16, 1999, by and among
Charter Communications, Inc., Charter Communications Holdings,
LLC, Charter Communications Holding Company, LLC, Avalon Cable
Holdings LLC, Avalon Investors, L.L.C., Avalon Cable of Michigan
Holdings, Inc. and Avalon Cable LLC (incorporated by reference to
Amendment No. 3 to the registration statement on Form S-1 of
Charter Communications, Inc. filed on October 18, 1999, File No.
333-83887).
2.3 Assignment and Contribution Agreement, entered into as of October
11, 1999 by and between Charter Communications Holding Company,
LLC and Charter Communications, Inc. (incorporated by reference to
Amendment No. 3 to the registration statement on Form S-1 of
Charter Communications, Inc. filed on October 18, 1999, File No.
333-83887).
10.1 Credit Agreement, dated as of November 15, 1999, among Avalon
Cable LLC, CC Michigan, LLC, CC New England, LLC, several banks
and other financial institutions or entities named therein, First
Union National Bank and PNC Bank, National Association, as
syndication agents, Bank of Montreal, Chicago Branch and
Mercantile Bank National Association, as co-documentation agents,
and Bank of Montreal, as administrative agent (incorporated by
reference to the current report on Form 8-K of Charter
Communications, Inc. filed on November 29, 1999, File No.
333-83887).
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