0000950123-05-002555.txt : 20120628
0000950123-05-002555.hdr.sgml : 20120628
20050302215310
ACCESSION NUMBER: 0000950123-05-002555
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20050303
DATE AS OF CHANGE: 20050302
GROUP MEMBERS: HELEN A. DOLAN
GROUP MEMBERS: LAWRENCE J. DOLAN
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: DOLAN CHARLES F
CENTRAL INDEX KEY: 0000935761
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: C/O CABLEVISION SYSTEMS CORP
STREET 2: ONE MEDIA CROSSWAYS
CITY: WOODBURY
STATE: NY
ZIP: 11797
BUSINESS PHONE: 5163648450
MAIL ADDRESS:
STREET 1: ONE MEDIA CROSSWAYS
CITY: WOODBURY
STATE: NY
ZIP: 11797
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CABLEVISION SYSTEMS CORP /NY
CENTRAL INDEX KEY: 0001053112
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
IRS NUMBER: 112776686
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-53757
FILM NUMBER: 05655992
BUSINESS ADDRESS:
STREET 1: 1111 STEWART AVENUE
CITY: BETHPAGE
STATE: NY
ZIP: 11714
BUSINESS PHONE: 5163806230
MAIL ADDRESS:
STREET 1: 1111 STEWART AVENUE
CITY: BETHPAGE
STATE: NY
ZIP: 11714
SC 13D/A
1
y06380sc13dza.txt
AMENDMENT NO. 3 TO SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Cablevision Systems Corporation
-------------------------------
(Name of Issuer)
Cablevision NY Group Class A Common Stock, par value $.01 per share
-------------------------------------------------------------------
(Title of Class of Securities)
Cablevision NY Group Class A Common Stock: 12686C-10-9
------------------------------------------------------
(CUSIP Number)
March 2, 2005
------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 22
1. NAME OF REPORTING PERSON Charles F. Dolan, individually and
as Trustee of the Charles F. Dolan
2004 Grantor Retained
Annuity Trust
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 00 - See Item 3 of Statement
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF 7. SOLE VOTING POWER 30,565,407
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 6,391,303
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 30,565,407
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 6,391,303
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,956,710
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5%
14. TYPE OF REPORTING PERSON IN
*Excludes 30,590,731 shares of Cablevision NY Group Class A Common Stock, par
value $0.01 per share ("Class A Common Stock"), issuable upon conversion of an
equal number of shares of Cablevision NY Group Class B Common Stock, par value
$0.01 per share ("Class B Common Stock"), held by other Reporting Persons hereto
as to which Charles F. Dolan disclaims beneficial ownership. This report shall
not be construed as an admission that such person is the beneficial owner of
such securities.
Page 2 of 22
1. NAME OF REPORTING PERSON Helen A. Dolan, individually and
as a Trustee of the Charles F.
Dolan 2001 Family Trust
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 00 - See Item 3 of Statement
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 36,956,710
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 36,956,710
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,956,710
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5%
14. TYPE OF REPORTING PERSON IN
*Excludes 30,590,731 shares of Class A Common Stock issuable upon conversion of
an equal number of shares of Class B Common Stock held by other Reporting
Persons hereto as to which Helen A. Dolan disclaims beneficial ownership. This
report shall not be construed as an admission that such person is the beneficial
owner of such securities.
Page 3 of 22
1. NAME OF REPORTING PERSON Lawrence J. Dolan, as Trustee of the
Charles F. Dolan 2001 Family Trust
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 00 - See Item 3 of Statement
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 5,175,856
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 5,175,856
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,175,856
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
14. TYPE OF REPORTING PERSON IN
*Excludes 60,809,879 shares of Class A Common Stock issuable upon conversion of
an equal number of shares of Class B Common Stock held by other Reporting
Persons hereto as to which Lawrence J. Dolan disclaims beneficial ownership.
This report shall not be construed as an admission that such person is the
beneficial owner of such securities.
Page 4 of 22
Amendment No. 3 to Schedule 13D
This Amendment to Schedule 13D is being filed jointly by Charles F.
Dolan, individually and as Trustee of the Charles F. Dolan 2004 Grantor Retained
Annuity Trust (the "2004 GRAT"); Helen A. Dolan, individually and as a Trustee
of the Charles F. Dolan 2001 Family Trust (the "2001 Trust"); and Lawrence J.
Dolan, as a Trustee of the 2001 Trust (the "Filing Parties"). The Filing Parties
report on Schedule 13D as members of a group (the "Group Members") that
includes, in addition to the Filing Parties, the following members: James L.
Dolan, individually and as a Trustee of the D.C. James Trust and the CFD Trust
No. 6, and as Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989
Trust (for the benefit of Charles P. Dolan) and the Ryan Dolan 1989 Trust;
Thomas C. Dolan, individually and as a Trustee of the D.C. Thomas Trust and the
CFD Trust No. 5; Patrick F. Dolan, individually and as a Trustee of the D.C.
Patrick Trust and the CFD Trust No. 4 and as Trustee of the Tara Dolan 1989
Trust; Kathleen M. Dolan, individually and as a Trustee of the Dolan Descendants
Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, and the Dolan
Progeny Trust (collectively, the "Family Trusts"), the D.C. Kathleen Trust and
the CFD Trust No. 1; Marianne Dolan Weber, individually and as a Trustee of each
of the Family Trusts, the D.C. Marianne Trust and the CFD Trust No. 3; Deborah
A. Dolan-Sweeney, individually and as a Trustee of each of the Family Trusts,
the D.C. Deborah Trust and the CFD Trust No. 2; Paul J. Dolan, as a Trustee of
each of the Family Trusts, the D.C. Kathleen Trust, the D.C. James Trust, the
CFD Trust No. 1 and the CFD Trust No. 6, and as Trustee of the CFD Trust #10;
Matthew J. Dolan as a Trustee of the D.C. Marianne Trust, the D.C. Thomas Trust,
the CFD Trust No. 3 and the CFD Trust No. 5; Mary S. Dolan, as a Trustee of the
D.C. Deborah Trust, the D.C. Patrick Trust, the CFD Trust No. 2 and the CFD
Trust No. 4; and Dolan Family LLC, a limited liability company organized under
the laws of the State of Delaware. The Schedule 13D (the "Schedule") filed by
the Group Members on March 19, 2004, as amended and supplemented by Amendment
No. 1 filed on April 9, 2004 and Amendment No. 2 filed on June 30, 2004 is
hereby amended and supplemented by the Filing Parties as set forth below in this
Amendment No. 3.
ITEM 2 IDENTITY AND BACKGROUND
The disclosure in the first paragraph of Item 2 is hereby amended
and restated to read in its entirety as follows:
"(a) The names of Group Members are: Charles F. Dolan, individually
and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity
Trust (the "2004 GRAT"); Helen A. Dolan, individually and as a
Trustee of the Charles F. Dolan 2001 Family Trust (the "2001
Trust"); James L. Dolan, individually and as a Trustee of the D.C.
James Trust and the CFD Trust No. 6, and as Trustee of the Marissa
Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of
Charles P. Dolan) and the Ryan Dolan 1989 Trust; Thomas C. Dolan,
individually and as a Trustee of the D.C. Thomas Trust and the CFD
Trust No. 5; Patrick F. Dolan, individually and as a Trustee of the
D.C. Patrick Trust and the CFD Trust No. 4 and as Trustee of the
Tara Dolan 1989 Trust; Kathleen M. Dolan, individually and as a
Trustee of the Dolan Descendants Trust, the Dolan Grandchildren
Trust, the Dolan Spouse Trust, and the Dolan Progeny Trust
(collectively, the "Family Trusts"), the D.C. Kathleen Trust and the
CFD Trust No. 1; Marianne Dolan Weber, individually and as a Trustee
of each of the Family Trusts, the D.C. Marianne Trust and the CFD
Trust No. 3; Deborah A. Dolan-Sweeney, individually and as a Trustee
of each of the Family Trusts, the D.C. Deborah Trust and the CFD
Trust No. 2; Lawrence J. Dolan, as a Trustee of the 2001 Trust; Paul
J. Dolan, as a Trustee of each of the Family Trusts, the D.C.
Kathleen Trust, the D.C. James Trust, the CFD Trust No. 1 and the
CFD Trust No. 6, and as Trustee of the CFD Trust #10; Matthew J.
Dolan as a Trustee of the D.C. Marianne Trust, the D.C. Thomas
Trust, the CFD Trust No. 3 and the CFD Trust No. 5; Mary S. Dolan,
as a Trustee of the D.C. Deborah Trust, the D.C. Patrick Trust, the
CFD Trust No. 2 and the CFD Trust No. 4; and Dolan Family LLC, a
limited liability company organized under the laws of the State of
Delaware."
Page 5 of 22
The disclosure in the third paragraph of Item 2 is hereby amended by
adding to the end of such paragraph the following sentence:
"Charles F. Dolan is the Trustee of the Charles F. Dolan 2004
Grantor Retained Annuity Trust."
ITEM 4 PURPOSE OF THE TRANSACTION
The disclosure in Item 4 is hereby amended and supplemented by
adding the following after the ninth paragraph thereof:
"On December 21, 2004, the Issuer announced that its Board of
Directors had decided to suspend pursuing the Rainbow Spin-Off in
its previously announced form, and instead pursue strategic
alternatives for its Rainbow DBS business. On January 20, 2005, the
Issuer announced that it had entered into a definitive agreement for
Rainbow DBS Company LLC to sell its Rainbow 1 direct broadcast
satellite and certain other related assets to a subsidiary of
EchoStar Communications Corp. On February 10, 2005, the Issuer
signed a letter of intent with a new private company, VOOM HD, LLC
("VOOM") formed by Charles F. Dolan and Thomas C. Dolan, for the
sale of the business, assets and liabilities of Rainbow DBS not
included in the agreement with Echostar. On February 28, 2005, the
Issuer announced that discussions with VOOM ended without reaching a
definitive agreement and that it plans to shut down the VOOM
business. Also on February 28, 2005, VOOM announced that it
continued to be interested in acquiring those assets in accordance
with the letter of intent. Such announcement was followed on March
1, 2005 by a letter to the Issuer to such effect.
On March 2, 2005, acting by written consent, Charles F. Dolan,
individually and as the trustee of the 2004 GRAT, and Helen A. Dolan
and Lawrence J. Dolan, as trustees of the 2001 Trust (other than
with respect to the shares fbo James L. Dolan), as holders in the
aggregate in excess of 50% of the voting power of the Class B
Shares, removed three directors elected by the Class B Stockholders
(William J. Bell, Sheila A. Mahony and Steven Rattner) from the
Company's Board of Directors and elected Rand Araskog, Frank J.
Biondi, Jr., John Malone and Leonard Tow to fill the vacancies
created by the removal of these directors and the death of John
Tatta.
On March 2, 2005, by a letter to the Issuer's Board of Directors,
Charles F. Dolan advised the Issuer that he intends (i) to ask the
Board at its next meeting on March 7 to increase the size of the
Board so that the Class B Stockholders may elect Brian Sweeney to
fill the new seat and (ii) for the Class B Stockholders to exercise
their right under the Issuer's certificate of incorporation to elect
75% of the members of the Issuer's Board of Directors at the next
annual meeting of shareholders."
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
The disclosure in parts (a) and (b) of Item 5 is hereby amended and
restated to read in its entirety as follows:
"(a) and (b) The Group Members may be deemed to beneficially own an
aggregate of 69,042,758 shares of Class A Common Stock as a result
of their beneficial ownership of (i) 3,281,016 shares of Class A
Common Stock (including 1,114,887 shares of restricted stock and
options to purchase 539,608 shares of Class A Common Stock that are
exercisable within 60 days of the date of this filing), and (ii)
65,761,742 shares of Class A Common Stock issuable upon conversion
of an equal number of shares of Class B Common Stock. This aggregate
amount represents approximately 24.1% of the shares of Class A
Common Stock currently outstanding. Group Members in the aggregate
may be deemed to have the current shared power to vote or direct the
vote of and to dispose of or direct the disposition of 65,761,742
shares of Class A Common Stock issuable upon conversion of an equal
number of shares of Class B Common Stock (representing all
outstanding Class B Common Stock) because of the terms of the Class
B Stockholders Agreement. Each of the Reporting Persons disclaims
beneficial ownership of the securities held by the other Reporting
Persons, and this report shall not be deemed to be an admission that
such person is the beneficial owner of such securities.
Charles F. Dolan may be deemed to beneficially own an aggregate of
36,956,710 shares of Class A Common Stock, including (i) 1,702,365
shares of Class A Common Stock (including 250,000 shares of
restricted stock), (ii) options to purchase 83,334 shares of Class A
Common Stock that are exercisable within 60 days of the date of this
report, and (iii) 35,171,011 shares of Class A Common Stock issuable
upon conversion of an equal number of shares of Class B Common
Stock. This aggregate amount represents approximately 14.5% of the
shares of Class A Common Stock currently outstanding. He may be
deemed to have (a) the sole power to vote or direct the vote of and
to dispose of or to direct the disposition of 346,259 shares of
Class A Common Stock (including 250,000 shares of restricted stock
and options to purchase 83,334 shares of Class A
Page 6 of 22
Common Stock that are exercisable within 60 days of this report)
owned of record personally, 24,719,148 shares of Class A Common
Stock issuable upon conversion of an equal number of shares of Class
B Common Stock owned of record personally and 5,500,000 shares of
Class A Common Stock issuable upon conversion of an equal number of
shares of Class B Common Stock owned of record by the 2004 GRAT, (b)
the current shared power to vote or direct the vote of and to
dispose of or direct the disposition of 1,215,447 shares of Class A
Common Stock owned of record by the Dolan Family Foundation, 223,993
shares of Class A Common Stock owned of record by the 2001 Trust and
4,951,863 shares of Class A Common Stock issuable upon conversion of
an equal number of shares of Class B Common Stock owned of record by
the 2001 Trust. He disclaims beneficial ownership of 1,215,447
shares of Class A Common Stock owned of record by the Dolan Family
Foundation, 223,993 shares of Class A Common Stock owned of record
by the 2001 Trust and 4,951,863 shares of Class A Common Stock
issuable upon conversion of an equal number of shares of Class B
Common Stock owned of record by the 2001 Trust, and this report
shall not be deemed to be an admission that such person is the
beneficial owner of such securities. See Exhibit A.
Helen A. Dolan may be deemed to beneficially own an aggregate of
36,956,710 shares of Class A Common Stock, including (i) 1,702,365
shares of Class A Common Stock (including 250,000 shares of
restricted stock), (ii) options to purchase 83,334 shares of Class A
Common Stock that are exercisable within 60 days of the date of this
report, and (iii) 35,171,011 shares of Class A Common Stock issuable
upon conversion of an equal number of shares of Class B Common
Stock. This aggregate amount represents approximately 14.5% of the
shares of Class A Common Stock currently outstanding. Helen A. Dolan
holds no Issuer securities directly. She may be deemed to have the
current shared power to vote or direct the vote of and to dispose of
or direct the disposition of (a) 1,215,447 shares of Class A Common
Stock owned of record by the Dolan Family Foundation, (b) 346,259
shares of Class A Common Stock (including 250,000 shares of
restricted stock and options to purchase 83,334 shares of Class A
Common Stock exercisable within 60 days of this report) owned of
record by Charles F. Dolan personally, 24,719,148 shares of Class A
Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock owned of record by Charles F. Dolan
personally and 5,500,000 shares of Class A Common Stock issuable
upon conversion of an equal number of shares of Class B Common Stock
owned of record by the 2004 GRAT, and (c) 223,993 shares of Class A
Common Stock owned of record by the 2001 Trust and 4,951,863 shares
of Class A Common Stock issuable upon conversion of an equal number
of shares of Class B Common Stock owned of record by the 2001 Trust.
Helen A. Dolan disclaims beneficial ownership of all such
securities, and this report shall not be deemed to be an admission
that such person is the beneficial owner of such securities. See
Exhibit A.
James L. Dolan may be deemed to beneficially own an aggregate of
4,870,505 shares of Class A Common Stock, including (i) 698,034
shares of Class A Common Stock (including 690,494 shares of
restricted stock), (ii) options to purchase 282,756 shares of Class
A Common Stock that are exercisable within 60 days of the date of
this report, and (iii) 3,889,715 shares of Class A Common Stock
issuable upon conversion of an equal number of shares of Class B
Common Stock. This aggregate amount represents approximately 2.2% of
the shares of Class A Common Stock currently outstanding. He may be
deemed to have (a) the sole power to vote or direct the vote of and
to dispose of or to direct the disposition of 1,139,285 shares of
Class A Common Stock (including 7,381 shares of Class A Common Stock
owned of record personally, 675,982 shares of restricted stock owned
of record personally, 159 shares of Class A Common Stock held as
custodian for a minor child, options to purchase 273,882 shares of
Class A Common Stock that are exercisable within 60 days of the date
of this report, owned of record personally, and an aggregate of
181,881 shares of Class A Common Stock issuable upon conversion of
an equal number of shares of Class B Common Stock owned of record by
Page 7 of 22
the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan),
the Ryan Dolan 1989 Trust and the Marissa Waller 1989 Trust), and
(b) the current shared power to vote or direct the vote of and to
dispose of or direct the disposition of 3,731,220 shares of Class A
Common Stock, including 14,512 shares of restricted stock and
options to purchase 8,874 shares of Class A Common Stock that are
exercisable within 60 days of the date of this report owned of
record by his spouse, and 3,707,834 shares of Class A Common Stock
issuable upon conversion of an equal number of shares of Class B
Common Stock owned of record by the DC James Trust and the CFD Trust
No. 6. He disclaims beneficial ownership of 159 shares of Class A
Common Stock held as custodian for a minor child, 23,386 shares of
Class A Common Stock (including 14,512 shares of restricted stock
and options to purchase 8,874 shares of Class A Common Stock that
are exercisable within 60 days of the date of this report) owned of
record by his spouse and an aggregate of 3,889,715 shares of Class A
Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock owned of record by the Charles Dolan 1989
Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989
Trust, the Marissa Waller 1989 Trust, the DC James Trust and the CFD
Trust No. 6, and this report shall not be deemed to be an admission
that such person is the beneficial owner of such securities. See
Exhibit A.
Thomas C. Dolan may be deemed to beneficially own an aggregate of
3,894,588 shares of Class A Common Stock, including (i) 96,993
shares of Class A Common Stock (including 87,422 shares of
restricted stock), (ii) options to purchase 89,761 shares of Class A
Common Stock that are exercisable within 60 days of the date of this
report, and (iii) 3,707,834 shares of Class A Common Stock issuable
upon conversion of an equal number of shares of Class B Common
Stock. This aggregate amount represents approximately 1.7% of the
shares of Class A Common Stock currently outstanding. He may be
deemed to have (a) the sole power to vote or direct the vote of and
to dispose of or to direct the disposition of 186,754 shares of
Class A Common Stock (including 9,571 shares of Class A Common
Stock, 87,422 shares of restricted stock and options to purchase
89,761 shares of Class A Common Stock that are exercisable within 60
days of the date of this report, in each case owned of record
personally), and (b) the current shared power to vote or direct the
vote of and to dispose of or direct the disposition of 3,707,834
shares of Class A Common Stock issuable upon conversion of an equal
number of shares of Class B Common Stock owned of record by the DC
Thomas Trust and the CFD Trust No. 5. He disclaims beneficial
ownership of 3,707,834 shares of Class A Common Stock issuable upon
conversion of an equal number of shares of Class B Common Stock
owned by the DC Thomas Trust and the CFD Trust No. 5, and this
report shall not be deemed to be an admission that such person is
the beneficial owner of such securities. See Exhibit A.
Patrick F. Dolan may be deemed to beneficially own an aggregate of
3,710,603 shares of Class A Common Stock, including (i) 45,783
shares of Class A Common Stock (including 28,334 shares of
restricted stock), (ii) options to purchase 60,130 shares of Class A
Common Stock that are exercisable within 60 days of the date of this
report, and (iii) 3,604,690 shares of Class A Common Stock issuable
upon conversion of an equal number of shares of Class B Common
Stock. This aggregate amount represents approximately 1.7% of the
shares of Class A Common Stock currently outstanding. He may be
deemed to have (a) the sole power to vote or direct the vote of and
to dispose of or to direct the disposition of 166,540 shares of
Class A Common Stock (including 17,449 shares of Class A Common
Stock owned of record personally, 28,334 shares of restricted stock,
options to purchase 60,130 shares of Class A Common Stock that are
exercisable within 60 days of the date of this report, and 60,627
shares of Class A Common Stock issuable upon conversion of an equal
number of shares of Class B Common Stock owned of record by the Tara
Dolan 1989 Trust), and (b) the current shared power to vote or
direct the vote of and to dispose of or direct the disposition of
3,544,063 shares of Class A Common Stock issuable upon conversion of
an equal
Page 8 of 22
number of shares of Class B Common Stock owned of record by the DC
Patrick Trust and the CFD Trust No. 4. He disclaims beneficial
ownership of an aggregate of 3,604,690 shares of Class A Common
Stock issuable upon conversion of an equal number of shares of Class
B Common Stock owned of record by the Tara Dolan 1989 Trust, the DC
Patrick Trust and the CFD Trust No. 4, and this report shall not be
deemed to be an admission that such person is the beneficial owner
of such securities. See Exhibit A.
Kathleen M. Dolan may be deemed to beneficially own an aggregate of
11,746,230 shares of Class A Common Stock, including (i) 6,381
shares of Class A Common Stock, and (ii) 11,739,849 shares of Class
A Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock. This aggregate amount represents
approximately 5.1% of the shares of Class A Common Stock currently
outstanding. She may be deemed to have (a) the sole power to vote or
direct the vote of and to dispose of or to direct the disposition of
6,381 shares of Class A Common Stock owned of record personally, and
(b) the current shared power to vote or direct the vote of and to
dispose of or direct the disposition of 11,739,849 shares of Class A
Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock owned of record by the Family Trusts, Dolan
Family LLC, the DC Kathleen Trust and the CFD Trust No. 1. She
disclaims beneficial ownership of 11,739,849 shares of Class A
Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock owned of record by the Family Trusts, Dolan
Family LLC, the DC Kathleen Trust and the CFD Trust No. 1 and this
report shall not be deemed to be an admission that such person is
the beneficial owner of such securities. See Exhibit A.
Marianne Dolan Weber may be deemed to beneficially own an aggregate
of 11,633,514 shares of Class A Common Stock, including (i) 6,381
shares of Class A Common Stock, and (ii) 11,627,133 shares of Class
A Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock. This aggregate amount represents
approximately 5.0% of the shares of Class A Common Stock currently
outstanding. She may be deemed to have (a) the sole power to vote or
direct the vote of and to dispose of or to direct the disposition of
6,381 shares of Class A Common Stock owned of record personally, and
(b) the current shared power to vote or direct the vote of and to
dispose of or direct the disposition of 11,627,133 shares of Class A
Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock owned of record by the Family Trusts, Dolan
Family LLC, the DC Marianne Trust and the CFD Trust No. 3. She
disclaims beneficial ownership of 11,627,133 shares of Class A
Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock owned of record by the Family Trusts, Dolan
Family LLC, DC Marianne Trust and the CFD Trust No. 3, and this
report shall not be deemed to be an admission that such person is
the beneficial owner of such securities. See Exhibit A.
Deborah A. Dolan-Sweeney may be deemed to beneficially own an
aggregate of 11,831,684 shares of Class A Common Stock, including
(i) 68,208 shares of Class A Common Stock (including 58,637 shares
of restricted stock), (ii) options to purchase 23,627 shares of
Class A Common Stock that are exercisable within 60 days of the date
of this report, and (iii) 11,739,849 shares of Class A Common Stock
issuable upon conversion of an equal number of shares of Class B
Common Stock. This aggregate amount represents approximately 5.1% of
the shares of Class A Common Stock currently outstanding. She may be
deemed to have (a) the sole power to vote or direct the vote of and
to dispose of or to direct the disposition of 6,381 shares of Class
A Common Stock owned of record personally, and (b) the current
shared power to vote or direct the vote of and to dispose of or
direct the disposition of 85,454 shares of Class A Common Stock
(including 58,637 shares of restricted stock and options to purchase
23,627 shares of Class A Common Stock that are exercisable within 60
days of the date of this report), owned of record by her spouse and
11,739,849 shares of Class A Common Stock issuable
Page 9 of 22
upon conversion of an equal number of shares of Class B Common Stock
owned of record by the Family Trusts, Dolan Family LLC, the DC
Deborah Trust and the CFD Trust No. 2. She disclaims beneficial
ownership of the 85,454 shares of Class A Common Stock (including
58,637 shares of restricted stock and options to purchase 23,627
shares of Class A Common Stock that are exercisable within 60 days)
owned of record by her spouse, and 11,739,849 shares of Class A
Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock owned of record by the Family Trusts, Dolan
Family LLC, the DC Deborah Trust and the CFD Trust No. 2, and this
report shall not be deemed to be an admission that such person is
the beneficial owner of such securities. See Exhibit A.
Lawrence J. Dolan may be deemed to beneficially own an aggregate of
5,175,856 shares of Class A Common Stock, including 223,993 shares
of Class A Common Stock and 4,951,863 shares of Class A Common Stock
issuable upon conversion of an equal number of shares of Class B
Common Stock. This aggregate amount represents approximately 2.3% of
the shares of Class A Common Stock currently outstanding. Lawrence
J. Dolan holds no Issuer securities directly. He may be deemed to
have the current shared power to vote or direct the vote of and to
dispose of or direct the disposition of 223,993 shares of Class A
Common Stock owned of record by the 2001 Trust and 4,951,863 shares
of Class A Common Stock issuable upon conversion of an equal number
of shares of Class B Common Stock owned of record by the 2001 Trust.
He disclaims beneficial ownership of all such securities, and this
report shall not be deemed to be an admission that such person is
the beneficial owner of such securities. See Exhibit A.
Paul J. Dolan may be deemed to beneficially own an aggregate of
15,948,570 shares of Class A Common Stock, including (i) 91,376
shares of Class A Common Stock, and (ii) 15,857,194 shares of Class
A Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock. This aggregate amount represents
approximately 6.7% of the shares of Class A Common Stock currently
outstanding. He may be deemed to have (a) the sole power to vote or
direct the vote of and to dispose of or to direct the disposition of
488,358 shares of Class A Common Stock, including 10,336 shares of
Class A Common Stock held as custodian for minor children, 68,511
shares of Class A Common Stock owned of record by the CFD Trust #10,
and 409,511 shares of Class A Common Stock issuable upon conversion
of an equal number of shares of Class B Common Stock owned of record
by the CFD Trust #10, and (b) the current shared power to vote or
direct the vote of and to dispose of or direct the disposition of
12,529 shares of Class A Common Stock owned jointly with his spouse,
and an aggregate of 15,447,683 shares of Class A Common Stock
issuable upon conversion of an equal number of shares of Class B
Common Stock owned of record by the Family Trusts, Dolan Family LLC,
the DC James Trust, the DC Kathleen Trust, the CFD Trust No. 1 and
the CFD Trust No. 6. He disclaims beneficial ownership of the 10,336
shares of Class A Common Stock held as custodian for minor children,
the 68,511 shares of Class A Common Stock and 409,511 shares of
Class A Common Stock issuable upon conversion of an equal number of
shares of Class B Common Stock owned of record by the CFD Trust #10,
and an aggregate of 15,447,683 shares of Class B Common Stock owned
of record by the Family Trusts, Dolan Family LLC, the DC James
Trust, the DC Kathleen Trust, the CFD Trust No. 1 and the CFD Trust
No. 6, and this report shall not be deemed to be an admission that
such person is the beneficial owner of such securities. See Exhibit
A.
Matthew J. Dolan may be deemed to beneficially own an aggregate of
7,272,992 shares of Class A Common Stock, including (i) 1,950 shares
of Class A Common Stock and (ii) 7,271,042 shares of Class A Common
Stock issuable upon conversion of an equal number of shares of Class
B Common Stock. This aggregate amount represents approximately 3.2%
of the shares of Class A Common Stock currently outstanding. He
Page 10 of 22
may be deemed to have (a) the current sole power to vote or direct
the vote of and to dispose of or to direct the disposition of 500
shares of Class A Common Stock held as custodian for a minor child
and (b) the current shared power to vote or direct the vote of and
to dispose of or direct the disposition of 7,272,492 shares of Class
A Common Stock, including 1,450 shares of Class A Common Stock owned
jointly with his son, and an aggregate of 7,271,042 shares of Class
A Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock owned of record by the DC Marianne Trust,
the DC Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5. He
disclaims beneficial ownership of 500 shares of Class A Common Stock
held as custodian for a minor child and an aggregate of 7,271,042
shares of Class A Common Stock issuable upon conversion of an equal
number of shares of Class B Common Stock owned of record by the DC
Marianne Trust, the DC Thomas Trust, the CFD Trust No. 3 and the CFD
Trust No. 5, and this report shall not be deemed to be an admission
that such person is the beneficial owner of such securities. See
Exhibit A.
Mary S. Dolan may be deemed to beneficially own an aggregate of
7,243,924 shares of Class A Common Stock, including (i) 23,937
shares of Class A Common Stock and (ii) 7,219,987 shares of Class A
Common Stock issuable upon conversion of an equal number of shares
of Class B Common Stock. This aggregate amount represents
approximately 3.2% of the shares of Class A Common Stock currently
outstanding. She may be deemed to have (a) the current sole power to
vote or direct the vote and to dispose of or direct the disposition
of 2,000 shares of Class A Common Stock held as custodian for a
minor child and (b) the current shared power to vote or direct the
vote of and to dispose of or direct the disposition of 7,241,924
shares of Class A Common Stock, including 21,937 shares of Class A
Common Stock owned jointly with her spouse and an aggregate of
7,219,987 shares of Class A Common Stock issuable upon conversion of
an equal number of shares of Class B Common Stock owned of record by
the DC Deborah Trust, DC Patrick Trust, the CFD Trust No. 2 and the
CFD Trust No. 4. She disclaims beneficial ownership of 2,000 shares
of Class A Common Stock held as custodian for a minor child and an
aggregate of 7,219,987 shares of Class A Common Stock issuable upon
the conversion of Class B Common Stock owned of record by the DC
Deborah Trust, the DC Patrick Trust, the CFD Trust No. 2 and the CFD
Trust No. 4, and this report shall not be deemed to be an admission
that such person is the beneficial owner of such securities. See
Exhibit A.
Dolan Family LLC may be deemed to beneficially own an aggregate of
7,977,325 shares of Class A Common Stock issuable upon conversion of
an equal number of shares of Class B Common Stock. This aggregate
amount represents approximately 3.5% of the shares of Class A Common
Stock currently outstanding. Dolan Family LLC has no power to vote
or direct the vote and may be deemed to share the power to dispose
of or to direct the disposition of the shares of Class B Common
Stock it holds. See Exhibit A."
The disclosure in part (c) of Item 5 is amended and supplemented by
adding the following after the final paragraph thereof:
"Since the Amendment to the Schedule 13D filed on June 30, 2004, the
following transactions in the Issuer's Securities have been effected
by Group Members.
On July 27, 2004, Helen A. Dolan renounced her rights and interests
as a beneficiary of the 2001 Trust.
On August 2, 2004, the 2004 GRAT was formed, with Charles F. Dolan
as Trustee. On the same day, Charles F. Dolan transferred, as a
gift, 5,500,000 shares of Class B Common Stock to the 2004 GRAT.
Pursuant to Sections 15.1 and 15.5 of the Class B Stockholders
Agreement, Charles F. Dolan became a party to the Class B
Stockholders Agreement, as Trustee of the 2004 GRAT.
Page 11 of 22
On August 13, 2004, James L. Dolan sold a total of 64, 468 shares of
Class A Common Stock at the following sale prices: 9,068 shares at
$17.73 per share; 12,400 shares at $17.70 per share; 7,400 shares at
$17.60 per share; 5,600 shares at $17.66 per share; 3,000 shares at
$17.67 per share; 17,000 shares at $17.65 per share; 4,000 shares at
$17.71 per share; 3,000 shares at $17.69 per share; and 3,000 shares
at $17.75 per share.
On September 20, 2004, James L. Dolan disposed of 1,000 shares of
Class A Common Stock through a gift.
On October 1, James L. Dolan received a compensatory grant of 60,000
restricted shares of Class A Common Stock from the Issuer.
On October 21, 2004, Charles F. Dolan converted 272,250 shares of
Class B Common Stock into an equal number of shares of Class A
Common and disposed of such shares through multiple gifts to
different recipients, including Paul J. Dolan, Matthew J. Dolan and
Mary S. Dolan.
On October 21, Paul J. Dolan received a gift of 2,000 shares of
Class A Common Stock from Charles F. Dolan. On the same date, Paul
J. Dolan received, as custodian for his minor children, a gift of
1,000 shares of Class A Common Stock from Charles F. Dolan. Paul J.
Dolan disclaims beneficial ownership over the securities held as a
custodian for his minor child.
On October 21, Matthew J. Dolan received a gift of 1,000 shares of
Class A Common Stock from Charles F. Dolan. On the same date,
Matthew J. Dolan received, as custodian for his minor child, a gift
of 500 shares of Class A Common Stock from Charles F. Dolan. Matthew
J. Dolan disclaims beneficial ownership over the securities held as
a custodian for his minor child.
On October 21, Mary S. Dolan received a gift of 2,000 shares of
Class A Common Stock from Charles F. Dolan. On the same date, Mary
S. Dolan received, as custodian for her minor children, a gift of
2,000 shares of Class A Common Stock from Charles F. Dolan. Mary S.
Dolan disclaims beneficial ownership over the securities held as a
custodian for her minor child.
On November 11, 2004, Charles F. Dolan disposed of 1,500 shares of
Class A Common Stock through multiple gifts to different recipients.
On November 15, 2004, the trustees of the 2001 Trust converted
136,000 shares of the Class B Common Stock held in the 2001 Trust
into an equal number of shares of Class A Common Stock. Helen A.
Dolan and Lawrence Dolan have shared voting and dispositive power
over the shares held by the 2001 Trust as co-trustees and Charles F.
Dolan may be deemed to have shared voting and dispositive powers
over the shares held by the 2001 Trust as the spouse of Helen A.
Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan
disclaims beneficial ownership of the securities owned of record by
the 2001 Trust and this report shall not be deemed to be an
admission that any of these persons is the beneficial owner of such
securities.
On November 15, 2004, the trustees of the 2001 Trust sold a total of
65,000 shares of Class A Common Stock at the following sale prices:
22,000 shares at $22.04 per share; 20,000 shares at $22.05 per
share; 16,200 shares at $22.07 per share; 400 shares at $22.08 per
share; 800 shares at $22.09 per share; and 5,600 shares at $22.10
per share. These sales were made by a broker pursuant to the Sales
Plan entered into by the 2001 Trust for the benefit of Kathleen M.
Dolan. Helen A. Dolan and Lawrence Dolan have shared voting and
dispositive power over the shares held in the 2001 Trust as
co-trustees and
Page 12 of 22
Charles F. Dolan may be deemed to have shared voting and dispositive
powers over the shares held by the 2001 Trust as the spouse of Helen
A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F.
Dolan disclaims beneficial ownership of the securities owned of
record by the 2001 Trust and this report shall not be deemed to be
an admission that any of these persons is the owner of such
securities.
On November 16, 2004, Charles F. Dolan disposed of 1,500 shares of
Class A Common Stock through multiple gifts to different recipients.
On November 17, 2004, the trustees of the 2001 Trust sold a total of
27,000 shares of Class A Common Stock at the following sale prices:
18,800 shares at $22.04 per share; 400 shares at $22.05 per share;
and 7,800 shares at $22.06 per share. These sales were made by a
broker pursuant to the Sales Plan entered into by the 2001 Trust for
the benefit of Kathleen M. Dolan. Helen A. Dolan and Lawrence Dolan
have shared voting and dispositive power over the shares held in the
2001 Trust as co-trustees and Charles F. Dolan may be deemed to have
shared voting and dispositive powers over the shares held by the
2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan,
Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership
of the securities owned of record by the 2001 Trust and this report
shall not be deemed to be an admission that any of these persons is
the owner of such securities.
On November 18, 2004, the trustees of the 2001 Trust sold 28,000
shares of Class A Common Stock for $22.04 per share. These sales
were made by a broker pursuant to the Sales Plan entered into by the
2001 Trust for the benefit of Kathleen M. Dolan. Helen A. Dolan and
Lawrence Dolan have shared voting and dispositive power over the
shares held in the 2001 Trust as co-trustees and Charles F. Dolan
may be deemed to have shared voting and dispositive powers over the
shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each
of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims
beneficial ownership of the securities owned of record by the 2001
Trust and this report shall not be deemed to be an admission that
any of these persons is the owner of such securities.
On December 15, 2004, the trustees of the 2001 Trust sold a total of
28,000 shares of Class A Common Stock at a price of $22.04 per
share. These sales were made by a broker pursuant to the Sales Plan
entered into by the 2001 Trust for the benefit of Kathleen M. Dolan.
Helen A. Dolan and Lawrence Dolan have shared voting and dispositive
power over the shares held in the 2001 Trust as co-trustees and
Charles F. Dolan may be deemed to have shared voting and dispositive
powers over the shares held by the 2001 Trust as the spouse of Helen
A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F.
Dolan disclaims beneficial ownership of the securities owned of
record by the 2001 Trust and this report shall not be deemed to be
an admission that any of these persons is the owner of such
securities.
On December 21, 2004, the trustees of the 2001 Trust converted
184,000 shares of the Class B Common Stock held in the 2001 Trust
into an equal number of shares of Class A Common Stock. Helen A.
Dolan and Lawrence Dolan have shared voting and dispositive power
over the shares held by the 2001 Trust as co-trustees and Charles F.
Dolan may be deemed to have shared voting and dispositive powers
over the shares held by the 2001 Trust as the spouse of Helen A.
Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan
disclaims beneficial ownership of the securities owned of record by
the 2001 Trust and this report shall not be deemed to be an
admission that any of these persons is the beneficial owner of such
securities.
On December 21, 2004, the trustees of the 2001 Trust sold a total of
175,380 shares of Class A Common Stock at the following sale prices:
4,385 shares at $23.65 per share; 44,136 shares at $23.75 per share;
7,307 shares at $23.80 per share; 8,769 shares at $23.88 per share;
30,400 shares at $23.90 per share; 59,922 shares at $23.92 per
share; 5,846 shares at $23.95 per share; and 14,615 shares at $24.00
per share. These sales were
Page 13 of 22
made by a broker pursuant to the separate Sales Plans entered into
by each of the 2001 Trust for the benefit of Deborah A.
Dolan-Sweeney and the 2001 Trust for the benefit of Marianne M.
Dolan. The sub-trust for the benefit of Deborah A. Dolan-Sweeney
sold 135, 420 shares and the sub-trust for the benefit of Marianne
M. Dolan sold 39,960 shares. Helen A. Dolan and Lawrence Dolan have
shared voting and dispositive power over the shares held in the 2001
Trust as co-trustees and Charles F. Dolan may be deemed to have
shared voting and dispositive powers over the shares held by the
2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan,
Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership
of the securities owned of record by the 2001 Trust and this report
shall not be deemed to be an admission that any of these persons is
the owner of such securities.
On December 21, 2004, the trustee of the CFD Trust #10 sold a total
of 46,620 shares of Class A Common Stock at the following sale
prices: 1,165 shares at $23.65 per share; 11,734 shares at $23.75
per share; 1,943 shares at $23.80 per share; 2,331 shares at $23.88
per share; 8,080 shares at $23.90 per share; 15,928 shares at $23.92
per share; 1,554 shares at $23.95 per share; and 3,885 shares at
$24.00 per share. These sales were made by a broker pursuant to the
Sales Plan entered into by the CFD Trust #10. Paul J. Dolan has sole
voting and dispositive power over the shares held in the CFD Trust
#10. Paul J. Dolan disclaims beneficial ownership of the securities
owned of record by the 2001 Trust and this report shall not be
deemed to be an admission that he is the owner of such securities.
On December 31, 2004, the trustees of the 2001 Trust converted
521,333 shares of the Class B Common Stock held in the 2001 Trust
into an equal number of shares of Class A Common Stock. Helen A.
Dolan and Lawrence Dolan have shared voting and dispositive power
over the shares held by the 2001 Trust as co-trustees and Charles F.
Dolan may be deemed to have shared voting and dispositive powers
over the shares held by the 2001 Trust as the spouse of Helen A.
Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan
disclaims beneficial ownership of the securities owned of record by
the 2001 Trust and this report shall not be deemed to be an
admission that any of these persons is the beneficial owner of such
securities.
On December 31, 2004, the trustee of the CFD Trust #10 converted
93,456 shares of the Class B Common Stock held in the CFD Trust #10
into an equal number of shares of Class A Common Stock. Paul J.
Dolan has sole voting and dispositive power over the shares held in
the CFD Trust #10. Paul J. Dolan disclaims beneficial ownership of
the securities owned of record by the 2001 Trust and this report
shall not be deemed to be an admission that he is the owner of such
securities.
On January 14, 2005, the trustees of the 2001 Trust sold a total of
21,000 shares of Class A Common Stock at the following sale prices:
3,750 shares at $24.48 per share; 6,900 shares at $24.50 per share;
5,925 shares at $24.52 per share; 900 shares at $24.53 per share;
150 shares at $24.54 per share; 75 shares at $24.55 per share; 450
shares at $24.56 per share; 750 shares at $24.57 per share; 225
shares at $24.58 per share; 1,500 shares at $24.59 per share; and
375 shares at $24.60 per share. These sales were made by a broker
pursuant to the separate Sales Plans entered into by each of the
2001 Trust for the benefit of Deborah A. Dolan-Sweeney, the 2001
Trust for the benefit of Marianne M. Dolan and the 2001 Trust for
the benefit of Kathleen M. Dolan. Each of the sub-trusts sold 7,000
shares. Helen A. Dolan and Lawrence Dolan have shared voting and
dispositive power over the shares held in the 2001 Trust as
co-trustees and Charles F. Dolan may be deemed to have shared voting
and dispositive powers over the shares held by the 2001 Trust as the
spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and
Charles F. Dolan disclaims beneficial ownership of the securities
owned of record by the 2001 Trust and this report shall not be
deemed to be an admission that any of these persons is the owner of
such securities.
Page 14 of 22
On January 14, 2005, the trustee of the CFD Trust #10 sold a total
of 7,000 shares of Class A Common Stock at the following sale
prices: 1,250 shares at $24.48 per share; 2,300 shares at $24.50 per
share; 1,975 shares at $24.52 per share; 300 shares at $24.53 per
share; 50 shares at $24.54 per share; 25 shares at $24.55 per share;
150 shares at $24.56 per share; 250 shares at $24.57 per share; 75
shares at $24.58 per share; 500 shares at $24.59 per share; and 125
shares at $24.60 per share. These sales were made by a broker
pursuant to the Sales Plan entered into by the CFD Trust #10. Paul
J. Dolan has sole voting and dispositive power over the shares held
in the CFD Trust #10. Paul J. Dolan disclaims beneficial ownership
of the securities owned of record by the 2001 Trust and this report
shall not be deemed to be an admission that he is the owner of such
securities.
On January 20, 2005, the trustees of the 2001 Trust sold a total of
149,620 shares of Class A Common Stock, at the following sale
prices: 16,835 shares at $23.65 per share; 671 shares at $23.67 per
share; 2,021 shares at $23.68 per share; 674 shares at $23.69 per
share; 2,022 shares at $23.70 per share; 1,348 shares at $23.73 per
share; 69,438 shares at $23.75 per share; 4,044 shares at $23.77 per
share; 1,348 shares at $23.81 per share; 24,263 shares at $23.90 per
share; 1,684 shares at $23.91 per share; and 25,272 shares at $24.00
per share. These sales were made by a broker pursuant to the
separate Sales Plans entered into by each of the 2001 Trust for the
benefit of Deborah A. Dolan-Sweeney, the 2001 Trust for the benefit
of Marianne M. Dolan and the 2001 Trust for the benefit of Kathleen
M. Dolan. Helen A. Dolan and Lawrence Dolan have shared voting and
dispositive power over the shares held in the 2001 Trust as
co-trustees and Charles F. Dolan may be deemed to have shared voting
and dispositive powers over the shares held by the 2001 Trust as the
spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and
Charles F. Dolan disclaims beneficial ownership of the securities
owned of record by the 2001 Trust and this report shall not be
deemed to be an admission that any of these persons is the owner of
such securities.
On January 20, 2005, the trustee of the CFD Trust #10 sold a total
of 72,380 shares of Class A Common Stock at the following sale
prices: 8,165 shares at $23.65 per share; 329 shares at $23.67 per
share; 979 shares at $23.68 per share; 326 shares at $23.69 per
share; 978 shares at $23.70 per share; 652 shares at $23.73 per
share; 33,562 shares at $23.75 per share; 1,956 shares at $23.77 per
share; 652 shares at $23.81 per share; 11,737 shares at $23.90 per
share; 816 shares at $23.91 per share; and 12,228 shares at $24.00
per share. These sales were made by a broker pursuant to the Sales
Plan entered into by the CFD Trust #10. Paul J. Dolan has sole
voting and dispositive power over the shares held in the CFD Trust
#10. Paul J. Dolan disclaims beneficial ownership of the securities
owned of record by the 2001 Trust and this report shall not be
deemed to be an admission that he is the owner of such securities.
On January 28, 2005, the trustees of the 2001 Trust converted 28,000
shares of the Class B Common Stock held in the 2001 Trust into an
equal number of shares of Class A Common Stock. Helen A. Dolan and
Lawrence Dolan have shared voting and dispositive power over the
shares held by the 2001 Trust as co-trustees and Charles F. Dolan
may be deemed to have shared voting and dispositive powers over the
shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each
of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims
beneficial ownership of the securities owned of record by the 2001
Trust and this report shall not be deemed to be an admission that
any of these persons is the beneficial owner of such securities.
On February 3, 2005, Charles F. Dolan disposed of 3,000 shares of
Class A Common Stock through multiple gifts to different recipients.
On February 14, 2005, the trustees of the 2001 Trust sold a total of
28,000 shares of Class A Common Stock, at the following sale prices:
18,200 shares at $27.00 per share; 1,000 shares at $27.04 per share;
7,200 shares at $27.05 per share; 600 shares at $27.09 per share;
and 1,000 shares at $27.10 per share. These sales were made by a
broker pursuant to the Sales Plans entered into by the 2001 Trust
for the benefit of Patrick F. Dolan.
Page 15 of 22
Helen A. Dolan and Lawrence Dolan have shared voting and dispositive
power over the shares held in the 2001 Trust as co-trustees and
Charles F. Dolan may be deemed to have shared voting and dispositive
powers over the shares held by the 2001 Trust as the spouse of Helen
A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F.
Dolan disclaims beneficial ownership of the securities owned of
record by the 2001 Trust and this report shall not be deemed to be
an admission that any of these persons is the owner of such
securities.
On February 17, 2005, the trustees of the 2001 Trust converted
28,000 shares of the Class B Common Stock held in the 2001 Trust
into an equal number of shares of Class A Common Stock. Helen A.
Dolan and Lawrence Dolan have shared voting and dispositive power
over the shares held by the 2001 Trust as co-trustees and Charles F.
Dolan may be deemed to have shared voting and dispositive powers
over the shares held by the 2001 Trust as the spouse of Helen A.
Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan
disclaims beneficial ownership of the securities owned of record by
the 2001 Trust and this report shall not be deemed to be an
admission that any of these persons is the beneficial owner of such
securities.
On February 22, 2005, the trustees of the 2001 Trust sold a total of
215,340 shares of Class A Common Stock, at the following sale
prices: 21,340 shares at $28.01 per share; 11,640 shares at $28.05
per share; 19,400 shares at $28.06 per share; 18,430 shares at
$28.10 per share; 9,700 shares at $28.15 per share; 9,700 shares at
$28.20 per share; 8,730 shares at $28.21 per share; 67,900 shares at
$28.23 per share; 43,650 shares at $28.25 per share; and 4,850
shares at $28.30 per share. These sales were made by a broker
pursuant to the separate Sales Plans entered into by each of the
2001 Trust for the benefit of Patrick F. Dolan, the 2001 Trust for
the benefit of Deborah A. Dolan-Sweeney and the 2001 Trust for the
benefit of Kathleen M. Dolan. Helen A. Dolan and Lawrence Dolan have
shared voting and dispositive power over the shares held in the 2001
Trust as co-trustees and Charles F. Dolan may be deemed to have
shared voting and dispositive powers over the shares held by the
2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan,
Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership
of the securities owned of record by the 2001 Trust and this report
shall not be deemed to be an admission that any of these persons is
the owner of such securities.
On February 22, 2005, the trustee of the CFD Trust #10 sold a total
of 6,660 shares of Class A Common Stock at the following sale
prices: 660 shares at $28.01 per share; 360 shares at $28.05 per
share; 600 shares at $28.06 per share; 570 shares at $28.10 per
share; 300 shares at $28.15 per share; 300 shares at $28.20 per
share; 270 shares at $28.21 per share; 2,100 shares at $28.23 per
share; 1,350 shares at $28.25 per share; and 150 shares at $28.30
per share. These sales were made by a broker pursuant to the Sales
Plan entered into by the CFD Trust #10. Paul J. Dolan has sole
voting and dispositive power over the shares held in the CFD Trust
#10. Paul J. Dolan disclaims beneficial ownership of the securities
owned of record by the 2001 Trust and this report shall not be
deemed to be an admission that he is the owner of such securities."
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The disclosure in Item 6 is hereby amended and supplemented by
adding the following:
"In August 2004, the Issuer consummated the put and the Voting
Agreement terminated.
Effective as of September 5, 2004, the 2004 GRAT executed the
Acknowledgement and Joinder to the Class B Stockholders Agreement,
becoming a party to the Class B Stockholders Agreement."
Page 16 of 22
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
The disclosure in Item 7 is hereby amended by amending and restating
Exhibit A to read in its entirety as Exhibit A attached hereto.
The disclosure in Item 7 is hereby amended by deleting the following
exhibit:
Exhibit 8: Voting Agreement between the Issuer, certain
holders of Class B Common Stock, and Quadrangle Capital
Partners, L.P., dated as of February 5, 2003.
The disclosure in Item 7 is hereby supplemented by adding the
following in appropriate numerical order:
Exhibit 15: Acknowledgment and Joinder to the Class B Stockholders
Agreement, dated as of September 5, 2004.
Exhibit 16: Letter from Charles F. Dolan to Issuer's Board of
Directors, dated March 2, 2005.
Page 17 of 22
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete and
correct.
Date: March 2, 2005
CHARLES F. DOLAN, individually and as
Trustee of the Charles F. Dolan 2004 Grantor
Retained Annuity Trust
By: *
________________________________________
HELEN A. DOLAN, individually and as a
Trustee of the Charles F. Dolan 2001 Family
Trust
By: *
________________________________________
LAWRENCE J. DOLAN, as a Trustee of the
Charles F. Dolan 2001 Family Trust
By: *
________________________________________
* By: /s/ William A. Frewin, Jr.
-----------------------------
As Attorney-in-Fact
Page 18 of 22
EX-99.A
2
y06380exv99wa.txt
EXHIBIT A
Exhibit A
Each of Kathleen M. Dolan, Marianne Dolan Weber, Deborah A. Dolan-Sweeney
and Paul J. Dolan is currently a trustee (a "Trustee" and together, the
"Trustees") for each of the trusts listed below (collectively, the "Family
Trusts"), which as of March 2, 2005, beneficially owned in the aggregate,
either directly or indirectly through their membership interests in Dolan Family
LLC, 8,063,925 shares of Class B Common Stock, par value $.01 per share, of the
Issuer (the "Class B Common Stock"). Class B Common Stock is convertible at the
option of the holder thereof, share for share, into Class A Common Stock, par
value $.01 per share, of the Issuer (the "Class A Common Stock"). Under each
trust, a majority of the trustees must act with respect to voting and
disposition of the Class B Common Stock, and unanimous consent is not required.
As a Trustee of the Family Trusts, each of the Trustees may be deemed to share
the power to vote and dispose of all shares held by the Family Trusts and Dolan
Family LLC. Under certain rules of the Securities and Exchange Commission, so
long as the Trustees retain such powers, they may be deemed to have beneficial
ownership thereof for purposes of Schedule 13D reporting. The Trustees expressly
disclaim beneficial ownership of such shares and this report shall not be
construed as an admission that such persons are the beneficial owners of such
securities.
The following table lists the name of each Family Trust and the name of
its beneficiary or description of its beneficiary class.
Name of Trust Beneficiary
Dolan Descendants Trust All descendants of Charles F. Dolan living at
any time and from time to time.
Dolan Progeny Trust All children of Charles F. Dolan living at any
time and from time to time.
Dolan Grandchildren Trust All children and grandchildren of Charles F.
Dolan living at any time and from time to time.
Dolan Spouse Trust All descendants of Charles F. Dolan living at
any time and from time to time and their
spouses.
Pursuant to the provisions of the agreements governing the Family Trusts,
the economic interest in the shares of the Issuer owned by each Family Trust is
held by such trust's beneficiary class. For each Trust, distributions of income
and principal can be made in the discretion of the non-beneficiary Trustee (in
each case, Paul J. Dolan) to any one or more of the members of such trust's
beneficiary class.
Each of James L. Dolan, Patrick F. Dolan, Thomas C. Dolan, Kathleen M.
Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney (each a "Current
Beneficiary") is a co-trustee and beneficiary of, respectively, the DC James
Trust (with Paul J. Dolan as co-trustee), the DC Patrick Trust (with Mary S.
Dolan as co-trustee), the DC Thomas Trust (with Matthew J. Dolan as co-trustee),
the DC Kathleen Trust (with Paul J. Dolan as co-trustee), the DC Marianne Trust
(with Matthew J. Dolan as co-trustee) and the DC Deborah Trust (with Mary S.
Dolan as co-trustee) (together, the "DC Trusts"), which as of March 2, 2005
beneficially owned in the aggregate 11,493,942 shares of Class B Common Stock.
For each of the DC Trusts, distributions of income and principal can be made in
the discretion of the non-beneficiary trustee to the Current Beneficiary. The
Current Beneficiary has the power during his or her life to appoint all or part
of his or her DC Trust to or for the benefit of one or more of his or her
descendants.
Page 19 of 22
The following table lists each DC Trust's name and the name of its
beneficiary.
Name of Trust Beneficiary
DC James Trust James L. Dolan
DC Patrick Trust Patrick F. Dolan
DC Thomas Trust Thomas C. Dolan
DC Kathleen Trust Kathleen M. Dolan
DC Marianne Trust Marianne Dolan Weber
DC Deborah Trust Deborah A. Dolan-Sweeney
The beneficiary of any DC Trust can be said to have only a contingent
economic interest in the securities of the Issuer held by such DC Trust because
the non-beneficiary trustee thereof has the sole discretion to distribute or
accumulate the income from each DC Trust and the sole discretion to distribute
the principal of each DC Trust to the beneficiary of such DC Trust.
Each of Kathleen M. Dolan, Deborah A. Dolan-Sweeney, Marianne Dolan-Weber,
Patrick F. Dolan, Thomas C. Dolan and James L. Dolan is a co-trustee,
respectively, of CFD Trust No. 1 (with Paul J. Dolan as co-trustee), CFD Trust
No. 2 (with Mary Dolan as co-trustee), CFD Trust No. 3 (with Matthew Dolan as
co-trustee), CFD Trust No. 4 (with Mary Dolan as co-trustee), CFD Trust No. 5
(with Matthew J. Dolan as co-trustee), and CFD Trust No. 6 (with Paul J. Dolan
as co-trustee) (collectively, the "CFD Children's Trusts"). As of March 2, 2005,
the CFD Children's Trusts beneficially owned an aggregate of 10,380,845 shares
of Class B Common Stock.
For each of the CFD Children's Trusts, distributions of income and
principal can be made in the Trustee's discretion to the child of Charles F.
Dolan and Helen A. Dolan who is the current beneficiary of the respective CFD
Children's Trust (the "Current CFD Beneficiary"). The Current CFD Beneficiary
has a power during his or her life to appoint all or part of the relevant CFD
Children's Trust to or for the benefit of one or more of the Current CFD
Beneficiary's descendants. Upon the death of the Current CFD Beneficiary, the
relevant CFD Children's Trust, if not previously terminated, will pass as
appointed by the Current CFD Beneficiary to or for the benefit of one or more of
the Current CFD Beneficiary's descendants. Any unappointed portion of such Trust
will pass, in further trust, per stirpes to the Current CFD Beneficiary's then
living descendants, or if none, per stirpes to the then living descendants of
Charles F. Dolan, or if none, among the heirs-at-law of Charles F. Dolan.
The following table lists the CFD Children's Trusts and the name of its
beneficiary or description of the beneficiary class with respect to each such
trust.
Name of Trust Beneficiary
CFD Trust No. 1 Kathleen M. Dolan
CFD Trust No. 2 Deborah A. Dolan-Sweeney
CFD Trust No. 3 Marianne Dolan Weber
CFD Trust No. 4 Patrick F. Dolan
CFD Trust No. 5 Thomas C. Dolan
CFD Trust No. 6 James L. Dolan
Page 20 of 22
Paul J. Dolan is the sole trustee of CFD Trust #10. As of March 2, 2005,
CFD Trust #10 owned 68,511 shares of Class A Common Stock and 409,511 shares of
Class B Common Stock. Paul J. Dolan does not have an economic interest in any
such shares, but, as the trustee of CFD Trust #10, does have the power to vote
and dispose of such shares. Under certain rules of the Securities and Exchange
Commission, so long as he retains such powers, he may be deemed to have
beneficial ownership thereof for purposes of Schedule 13D reporting.
Distributions of income and principal of CFD Trust #10 can be made in the
trustee's discretion to Marie Atwood, the current beneficiary, who is the sister
of Helen A. Dolan. Marie Atwood has a power during her life to appoint all or
part of CFD Trust #10 to or for the benefit of one or more of her descendants.
Upon the death of Marie Atwood, the trust, if not previously terminated, will
pass as appointed by Marie Atwood to or for the benefit of one or more of her
descendants. Any unappointed portion of the trust will pass, in further trust,
per stirpes to Marie Atwood's then living descendants, or if none, among Marie
Atwood's heirs-at-law. Marie Atwood's spouse, if he survives her, has a power
during his life and upon his death to appoint all or part of any such continuing
trust(s) to or for the benefit of one or more of Marie Atwood's descendants.
James L. Dolan is the sole trustee of the Charles Dolan 1989 Trust (for
the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Marissa
Waller 1989 Trust, and Patrick F. Dolan is the sole trustee of the Tara Dolan
1989 Trust (collectively, the "DC Grandchildren Trusts"). As of March 2, 2005,
the DC Grandchildren Trusts beneficially owned an aggregate of 242,508 shares of
Class B Common Stock. Until the respective beneficiary attains age 21, the
income of the relevant DC Grandchildren Trust may be distributed to or for the
benefit of such beneficiary as the trustee's discretion determines. Any net
income not so distributed is to be accumulated and added to the principal of the
relevant DC Grandchildren Trust. From and after the respective beneficiary
attaining age 21, all of the net income of the relevant DC Grandchildren Trust
is to be distributed to such beneficiary. In addition, during the continuance of
relevant DC Grandchildren Trust, the trustee in the trustee's discretion may
distribute the principal of the relevant DC Grandchildren Trust to or for the
benefit of the respective beneficiary. Upon the respective beneficiary attaining
age 40, the relevant DC Grandchildren Trust for the respective beneficiary
terminates and is to be distributed to such beneficiary. If the respective
beneficiary dies before attaining age 40, such beneficiary has a testamentary
general power of appointment over the relevant DC Grandchildren Trust. In
default of the exercise of such power of appointment, the relevant DC
Grandchildren Trust will be distributed to the respective beneficiary's
then-living issue, per stirpes, or if none, to Charles F. Dolan's then-living
issue, per stirpes.
Marissa Waller has attained the age of 21 and has an economic interest in
the Issuer's shares held by her respective trust. Beneficiaries of each of the
other DC Grandchildren Trusts can be said to have only a contingent economic
interest in the securities of the Issuer, because such beneficiaries have not
attained the age of 21.
The following table lists the DC Grandchildren Trusts and the name of its
beneficiary or description of the beneficiary class with respect to each such
trust.
Name of Trust Beneficiary
Charles Dolan 1989 Trust Charles P. Dolan and descendants
Ryan Dolan 1989 Trust Ryan Dolan and descendants
Marissa Waller 1989 Trust Marissa Waller and descendants
Tara Dolan 1989 Trust Tara Dolan and descendants
Each of Helen A. Dolan and Lawrence J. Dolan (each, a "2001 Trustee" and
together, the "2001 Trustees") is currently a trustee of the Charles F. Dolan
2001 Family Trust (the "2001 Trust"). As of March 2, 2005, the 2001 Trust owned
223,993 shares of Class A Common Stock and 4,951,863 shares of Class B Common
Stock. The property held in the trust is divided into equal portions, each held
in separate sub-trust, such that at all times there is one sub-trust in respect
of each then living child of Charles F.
Page 21 of 22
Dolan. The beneficiary of each sub-trust is the child for whom the sub-trust was
set apart, and the descendants of such child (each, a "Beneficiary" and,
together, "the Beneficiaries"). As a 2001 Trustee, Lawrence J. Dolan has the
shared power to vote and dispose of all shares held by the 2001 Trust. Helen A.
Dolan, as a 2001 Trustee, shares the power to vote and dispose of all shares
held by the 2001 Trust. Under certain rules of the Securities and Exchange
Commission, so long as Lawrence J. Dolan and Helen A. Dolan retain such powers,
each may be deemed to have beneficial ownership thereof for purposes of Schedule
13D reporting.
During the lives of Charles F. Dolan and Helen A. Dolan, distributions of
income and principal of any sub-trust can be made in the discretion of Lawrence
J. Dolan, as trustee, to any of the Beneficiaries of such sub-trust. Upon the
death of the survivor of Charles F. Dolan and Helen A. Dolan, the trustee shall
distribute any remaining trust principal to the child for whom such sub-trust
was set apart or if such child is not then living, to such child's then living
descendants, per stirpes. If there are no such living descendants, then the
trustee shall distribute any remaining trust principal to the Dolan Family
Foundation or any successor thereto or, if it is not then in existence, then to
a charitable organization.
Each Beneficiary has a right of withdrawal with respect to certain
contributions made to his or her respective sub-trust that constitute a gift
within the meaning of Chapter 12 of the Internal Revenue Code, and that do not
exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right
of withdrawal is not exercised, such right lapses with respect to all or a
certain portion of such gift (i) 30 days following Charles F. Dolan's death,
(ii) on the last day of the calendar year in which such gift is made (or 60 days
following the gift, if later), and (iii) on the first day of the subsequent
calendar year. A donor may deny any Beneficiary the right of withdrawal with
respect to a gift. To the extent of this right of withdrawal, the Beneficiaries
may be said to have a direct economic interest in trust assets, including, if
applicable, securities of the Issuer which may be contributed as a gift to the
2001 Trust. Currently, no portion of trust assets may be withdrawn by any
Beneficiary pursuant to the right of withdrawal.
Except to the extent of the right of withdrawal, Beneficiaries of the 2001
Trust have only a contingent economic interest in the securities of the Issuer
held by the 2001 Trust because the trustees thereof has the sole discretion to
distribute or accumulate the income and the sole discretion to distribute the
principal of the 2001 Trust to the Beneficiaries.
Charles F. Dolan is the settlor and sole trustee, and the beneficiary, of
the Charles F. Dolan 2004 Grantor Retained Annuity Trust (the "GRAT"), created
on August 2, 2004 for a term of two years. On October 10, 2004, the GRAT owned
5,500,000 shares of Class B Common Stock. Pursuant to the terms of the GRAT,
annuity payments will be made to Charles F. Dolan (or to his estate, if he is
not living) on or about each of August 2, 2005 and August 2, 2006, each in an
amount equal to 53.7808% of the initial fair market value of assets contributed
to the trust at the creation of the GRAT.
Upon the expiration of the GRAT term, if Charles F. Dolan is then living
any remaining assets in the GRAT will be distributed to the 2001 Trust or, if
the 2001 Trust is not then in existence, to Charles F. Dolan's then living
descendants, per stirpes. If Charles F. Dolan dies prior to the termination of
the GRAT, it is expected that any remaining GRAT assets will be returned to his
estate.
Page 22 of 22
EX-99.15
3
y06380exv99w15.txt
EXHIBIT 15
Exhibit 15
ACKNOWLEDGMENT AND JOINDER
TO THE STOCKHOLDERS AGREEMENT
This ACKNOWLEDGMENT AND JOINDER (this "Acknowledgment and Joinder") to the
Stockholders Agreement, dated as of March 19, 2004 (the "Original Agreement"),
by and among each of the holders of Cablevision NY Group Class B common stock
("Class B Common Stock") of Cablevision Systems Corporation, a Delaware
corporation ("Cablevision"), listed on Schedule A, annexed thereto (each, a
"Class B Stockholder", and collectively, the "Class B Stockholders"), is entered
into as of September 5, 2004, by and among the Class B Stockholders and Charles
F. Dolan as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust,
under Agreement, dated as of August 2, 2004, by and between Charles F. Dolan, as
Settlor, and himself, as Trustee (the "GRAT"). Capitalized terms used and not
defined herein shall have the meanings given to such terms in the Original
Agreement.
W I T N E S S E T H:
WHEREAS, each of CFD Trust Nos. 1-6 are Class B Stockholders and parties
to the Original Agreement, and John A. MacPherson ("MacPherson") is a signatory
as a Trustee on behalf of each of CFD Trust Nos. 1-6 to the Original Agreement;
WHEREAS, by Appointment by John MacPherson of Successor Trustees for CFD
Trusts Nos. 1-6 and 10, dated March 10, 1994, MacPherson designated the
following individuals as respective successor Trustees to CFD Trust Nos. 1-6
(the "Successor Trustees") to act if, for any reason, MacPherson ceased to act
as Trustee of such trust
Trust Successor Trustees
---- ------------------
CFD Trust No. 1 Kathleen M. Dolan and Paul J. Dolan
CFD Trust No. 2 Deborah A. Dolan and Mary Dolan
CFD Trust No. 3 Marianne Dolan Weber and Matt Dolan
CFD Trust No. 4 Patrick F. Dolan and Mary Dolan
CFD Trust No. 5 Thomas C. Dolan and Matt Dolan
CFD Trust No. 6 James L. Dolan and Paul J. Dolan;
WHEREAS, as a result of his ill health, MacPherson ceased to act as
Trustee of CFD Trust Nos. 1-6 and, pursuant to the Acceptance of Appointment of
Successor Trustees, dated as of June 30, 2004, each of the Successor Trustees
listed above accepted his or her appointment as a successor Trustee of CFD Trust
Nos. 1-6, subject to the conditions set forth therein;
WHEREAS, the Class B Stockholders wish to acknowledge that MacPherson is
no longer a signatory as a Trustee of each of CFD Trust Nos. 1-6 and to
acknowledge that each of the Successor Trustees are signatories to the Original
Agreement, in their respective capacities as Trustees of CFD Trust Nos. 1-6;
WHEREAS, on August 2, 2004, Charles F. Dolan, a Class B Stockholder,
contributed 5,500,000 of his shares of Class B Stock Common Stock to the GRAT;
WHEREAS, the agreement establishing the GRAT provides, in part, that the
Trustee of the GRAT (the "GRAT Trustee") may enter into this Agreement on behalf
of the GRAT, and such GRAT Trustee has been duly authorized, on behalf of the
GRAT, to enter into, execute and deliver this Acknowledgment and Joinder and
perform all of the obligations contained herein and in the Original Agreement,
including, without limitation, those provisions with respect to the voting of
shares of Class B Common Stock;
WHEREAS, the Class B Stockholders wish to acknowledge and reflect the
addition of the GRAT as a Class B Stockholder to the Original Agreement as if
the GRAT were an original Class B Stockholder named therein; and
WHEREAS, the GRAT Trustee wishes to be added as a Class B Stockholder to
the Original Agreement as if it were an original Class B Stockholder named
therein.
NOW THEREFORE, in consideration of the premises and of the mutual promises
and agreement contained herein, the parties hereto, agree as follows:
Section 1. Acknowledgment of Successor Trustees. The Class B Stockholders
hereby acknowledge that each of the Successor Trustees respectively have become
Trustees of CFD Trust Nos. 1-6 as listed in the recitals above, and as such,
shall be signatories to the Original Agreement in their respective capacities as
Trustees on behalf of CFD Trust Nos. 1-6.
Section 2. Acknowledgment and Agreement by the GRAT. The GRAT Trustee, on
behalf of the GRAT, acknowledges receipt of, and having read, the Original
Agreement. The GRAT Trustee, on behalf of the GRAT, hereby accepts and agrees to
be bound by, and further covenants and agrees that it and the GRAT will comply
with, all of the terms and conditions of the Original Agreement (as the same may
be amended from time to time), as if the GRAT were an original Class B
Stockholder party thereto.
Section 3. Agreement by the Class B Stockholders. The Class B Stockholders
hereby accept the GRAT as a party to the Original Agreement as if the GRAT were
an original Class B Stockholder under the Original Agreement.
2
Section 4. Amendments to Schedules. Schedules A and B to the Original
Agreement are hereby amended and restated respectively in the form of Schedules
A and B attached hereto.
Section 5. Original Agreement Ratified. The Original Agreement is in all
respects ratified and confirmed,and this Acknowledgment and Joinder shall be
deemed part of the Original Agreement in the manner and to the extent herein and
therein provided.
Section 6. Governing Law. This Acknowledgment and Joinder shall be
governed and construed according to the laws of the State of New York, without
regard to its rules for conflicts of laws.
Section 7. Counterparts; Section Headings. This Acknowledgment and Joinder
may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together can constitute one and the same instrument.
The headings and titles herein are for convenience of reference only and are to
be ignored in any construction of the provisions hereof.
[Remainder of page intentionally left blank.]
3
IN WITNESS WHEREOF, this Acknowledgment and Joinder has been executed by
each of the parties hereto, and shall be effective as of the date first above
written.
/s/ Charles F. Dolan
------------------------------------------
CHARLES F. DOLAN, individually, and as
Trustee of the Charles F. Dolan 2004
Grantor Retained Annuity Trust
DOLAN FAMILY LLC
By /s/ Edward C. Atwood
----------------------------------------
Name: Edward C. Atwood
Title: Manager
/s/ Kathleen M. Dolan
-------------------------------------------
KATHLEEN M. DOLAN, individually, and as a
Trustee of the Dolan Descendants Trust,
the Dolan Grandchildren Trust,
the Dolan Spouse Trust, the Dolan Progeny
Trust, the D.C. Kathleen Trust and CFD
Trust No. 1
/s/ Deborah A. Dolan-Sweeney
-------------------------------------------
DEBORAH A. DOLAN-SWEENEY, individually,
and as a Trustee of the Dolan Descendants
Trust, the Dolan Grandchildren Trust,
the Dolan Spouse Trust, the Dolan Progeny
Trust, the D.C. Deborah Trust and CFD
Trust No. 2
/s/ Marianne Dolan Weber
-------------------------------------------
MARIANNE DOLAN WEBER, individually, and
as a Trustee of the Dolan Descendants Trust
,the Dolan Grandchildren Trust,
the Dolan Spouse Trust, the Dolan Progeny
Trust, the D.C. Marianne Trust and CFD
Trust No. 3
/s/ Patrick F. Dolan
------------------------------------------
PATRICK F. DOLAN, individually, and as a
Trustee of the D.C. Patrick Trust, the Tara
Dolan 1989 Trust and CFD Trust No. 4
/s/ Thomas C. Dolan
-------------------------------------------
THOMAS C. DOLAN, individually, and as a
Trustee of the D.C. Thomas Trust and CFD
Trust No. 5
/s/ Paul J. Dolan
-------------------------------------------
PAUL J. DOLAN, not individually, but solely
as a Trustee of Dolan Descendants Trust,
the Dolan Grandchildren Trust,
the Dolan Spouse Trust, the Dolan Progeny
Trust, the D.C. Kathleen Trust, the D.C.
James Trust, the CFD Trust # 10 and CFD
Trust Nos. 1 and 6
/s/ Mary S. Dolan
-------------------------------------------
MARY S. DOLAN, not individually, but solely
as a Trustee of the D.C. Deborah Trust, the
D.C. Patrick Trust, and CFD Trust Nos. 2
and 4
/s/ Matthew J. Dolan
-------------------------------------------
MATTHEW J. DOLAN, not individually, but
solely as a Trustee of the D.C. Marianne
Trust, the D.C. Thomas Trust, and CFD
Trust Nos. 3 and 5
/s/ Lawrence J. Dolan
-------------------------------------------
LAWRENCE J. DOLAN, not individually, but
solely as a Trustee of the Charles F. Dolan
2001 Family Trust
/s/ Helen A. Dolan
-------------------------------------------
HELEN A. DOLAN, individually, and as a
Trustee of the Charles F. Dolan 2001 Family
Trust
SCHEDULE A
STOCKHOLDER SHARES OF CLASS B COMMON STOCK
---------------------------------------------- ------------------------------
Charles F. Dolan 24,991,398
Dolan Family LLC 7,977,325
Dolan Descendants Trust 37,493
Trustees: Kathleen M. Dolan
Deborah A. Dolan-Sweeney
Marianne Dolan Weber
Paul J. Dolan
Dolan Progeny Trust 19,145
Trustees: Kathleen M. Dolan
Deborah A. Dolan-Sweeney
Marianne Dolan Weber
Paul J. Dolan
Dolan Grandchildren Trust 26,325
Trustees: Kathleen M. Dolan
Deborah A. Dolan-Sweeney
Marianne Dolan Weber
Paul J. Dolan
Dolan Spouse Trust 3,637
Trustees: Kathleen M. Dolan
Deborah A. Dolan-Sweeney
Marianne Dolan Weber
Paul J. Dolan
D.C. Kathleen Trust 1,934,443
Trustees: Kathleen M. Dolan
Paul J. Dolan
D.C. Deborah Trust 1,934,443
Trustees: Deborah A. Dolan-Sweeney
Mary S. Dolan
STOCKHOLDER SHARES OF CLASS B COMMON STOCK
---------------------------------------------- ------------------------------
D.C. Marianne Trust 1,878,085
Trustees: Marianne Dolan Weber
Matthew J. Dolan
D.C. Patrick Trust 1,878,085
Trustees: Patrick F. Dolan
Mary S. Dolan
D.C. Thomas Trust 1,934,443
Trustees: Thomas C. Dolan
Matthew J. Dolan
D.C. James Trust 1,934,443
Trustees: James L. Dolan
Paul J. Dolan
CFD Trust No. 1 1,741,481
Trustees: Kathleen M. Dolan
Paul J. Dolan
CFD Trust No. 2 1,741,481
Trustees: Deborah A. Dolan-Sweeney
Mary Dolan
CFD Trust No. 3 1,685,123
Trustees: Marianne Dolan Weber
Matt Dolan
CFD Trust No. 4 1,665,978
Trustees: Patrick F. Dolan
Mary Dolan
CFD Trust No. 5 1,773,391
Trustees: Thomas C. Dolan
Matt Dolan
CFD Trust No. 6 1,773,391
Trustees: James L. Dolan
Paul J. Dolan
CFD Trust # 10 596,423
STOCKHOLDER SHARES OF CLASS B COMMON STOCK
---------------------------------------------- ------------------------------
Trustee: Paul J. Dolan
Tara Dolan 1989 Trust 60,627
Trustee: Patrick F. Dolan
Marissa Waller 1989 Trust 60,627
Trustee: James L. Dolan
Charles Dolan 1989 Trust 60,627
Trustee: James L. Dolan
Ryan Dolan 1989 Trust 60,627
Trustee: James L. Dolan
Charles F. Dolan 2001 Family Trust 5,945,196
Trustees: Helen A. Dolan
Lawrence J. Dolan
Charles F. Dolan 2004 Grantor Retained Annuity 5,500,000
Trust
Trustee: Charles F. Dolan
SCHEDULE B
CLASS B STOCKHOLDER ADDRESS FOR NOTICES
--------------------------------------- ---------------------------------
Charles F. Dolan 119 Cove Neck Road
Oyster Bay, New York 11771
Dolan Family LLC c/o Dolan Family Office
Dolan Descendants Trust 340 Crossways Park Drive
Dolan Progeny Trust Woodbury, New York 11797
Dolan Grandchildren Trust Attention: William A. Frewin, Jr.
Dolan Spouse Trust
D.C. Kathleen Trust
D.C. Deborah Trust
D.C. Marianne Trust
D.C. Patrick Trust
D.C. Thomas Trust
D.C. James Trust
CFD Trust No. 1
CFD Trust No. 2
CFD Trust No. 3
CFD Trust No. 4
CFD Trust No. 5
CFD Trust No. 6
CFD Trust # 10
Tara Dolan 1989 Trust
Marissa Waller 1989 Trust
Charles Dolan 1989 Trust
Ryan Dolan 1989 Trust
Charles F. Dolan 2001 Family Trust
Charles F. Dolan 2004 Grantor Retained
Annuity Trust
MEMBER ADDRESS FOR NOTICES
------------------------ -----------------------------------
Kathleen M. Dolan 65 Central Street
Woodstock, Vermont 05091
Deborah A. Dolan-Sweeney 59 Harbor Road
Oyster Bay, New York 11771
Marianne Dolan Weber 33 Southard Avenue
Rockville Centre, New York 11570
Patrick F. Dolan 4 Smugglers Lane
Lloyd Harbor, New York 11743
Thomas C. Dolan c/o Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, NY 11714
James L. Dolan 125 Cove Neck Road
Oyster Bay, New York 11771
EX-99.16
4
y06380exv99w16.txt
LETTER TO SHAREHOLDERS
Exhibit 16
March 2, 2005
Board of Directors
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, NY 11714
Dear Board of Directors:
I am writing to inform you that Class B stockholders owning a majority of
the Class B shares have removed each of William J. Bell, Sheila A. Mahony and
Steven Rattner as directors of Cablevision. We have elected Rand Araskog, Frank
Biondi, John Malone and Leonard Tow to fill the vacancies created by the removal
of these directors and the death of John Tatta. All of the foregoing actions are
effective immediately. A copy of the action of the Class B stockholders is
attached to the copy of this letter being sent to the secretary.
I intend to ask the board at its next meeting on March 7 to increase the
size of the board so that the Class B stockholders may elect Brian Sweeney to
fill the new seat.
I am also writing to inform you that the Class B stockholders will exercise
their rights under the company's certificate of incorporation to nominate and
elect 75% of the company's directors at the forthcoming annual meeting of
stockholders.
As I am sure you will agree, the individuals we have elected to the board
have extensive industry experience and impressive qualifications and are very
well-positioned to make significant contributions to the long-term success of
the company.
Our expectation is that each of the new Class B directors will participate
in our next board meeting.
Sincerely,
Charles F. Dolan
cc: Victoria Salhus, Secretary (with attachment)