0000950123-05-003890.txt : 20120622 0000950123-05-003890.hdr.sgml : 20120622 20050331134751 ACCESSION NUMBER: 0000950123-05-003890 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050331 GROUP MEMBERS: HELEN A 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: 05718614 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 y07367sc13dza.txt AMENDMENT NO.6 TO SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) 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 29, 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 5 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 1,215,447 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 30,565,407 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,215,447 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,780,854 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6% 14. TYPE OF REPORTING PERSON IN *Excludes 35,542,594 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 5 1. NAME OF REPORTING PERSON Helen A. Dolan Not applicable I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 31,780,854 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 31,780,854 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,780,854 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6% 14. TYPE OF REPORTING PERSON IN *Excludes 35,542,594 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 5 Amendment No. 6 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"), and Helen A. Dolan (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, Amendment No. 2 filed on June 30, 2004, Amendment No. 3 filed on March 3, 2005, Amendment No. 4 filed on March 10, 2005 and Amendment No. 5 filed on March 25, 2005, is hereby amended and supplemented by the Filing Parties as set forth below in this Amendment No. 6. ITEM 4 PURPOSE OF THE TRANSACTION The disclosure in Item 4 is hereby amended and supplemented by adding the following after the fourteenth paragraph thereof: "On March 29, 2005, by a letter to the Issuer's Board of Directors, Charles F. Dolan (i) reiterated to the Issuer his intent 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 and (ii) advised the Issuer that he intends to propose, at the Board meeting scheduled for April 19, 2005, that the Board of Directors reduce its size to twelve members, with nine directors to be elected by the Class B stockholders and three directors to be elected by the Class A stockholders." ITEM 7 MATERIAL TO BE FILED AS EXHIBITS The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order: Exhibit 18: Letter from Charles F. Dolan to Issuer's Board of Directors, dated March 29, 2005 Page 4 of 5 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 31, 2005 CHARLES F. DOLAN, individually and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust By: * ------------------------------------------- HELEN A. DOLAN By: * ------------------------------------------- * By: /s/ William A. Frewin, Jr. ----------------------------- As Attorney-in-Fact Page 5 of 5 EX-99.18 2 y07367exv99w18.txt LETTER TO ISSUER'S BOARD OF DIRECTORS Exhibit 18 March 29, 2005 Board of Directors Cablevision Systems Corporation 1111 Stewart Avenue Bethpage, NY 11714 Gentlemen: I am writing to inform you that, as previously indicated, the Class B stockholders intend to exercise their rights under Cablevision's charter to elect 75% of the board of directors. It seems in the best interest of all involved, including Cablevision and its stockholders, that this be accomplished through the board nominating process and in accordance with the corporate governance guidelines rather than through stockholder action. At the April 18 board meeting, I plan to propose that the board reduce its size to 12 members, nine of whom will be Class B directors and three of whom will be Class A directors. Consistent with our corporate governance guidelines, we would expect that the current Class B directors will recommend nine Class B candidates to the full board for nomination, and that the full board will then nominate them. Likewise, we would expect that the current Class A directors will recommend three Class A candidates to be nominated by the board for election by the Class A stockholders. The candidates we plan to recommend are each of the nine individuals currently serving as Class B directors. I understand that each of the Class B directors has completed and provided to the Company our standard form of directors and officers questionnaire, which should aid you in your consideration of the criteria for selecting board members set forth in the corporate governance guidelines. In addition, we expect that each of these individuals will be available between now and the April 18 board meeting to answer any questions you may have. Our preliminary assessment is that Rand Araskog, Frank Biondi, John Malone and Leonard Tow would meet the NYSE and SEC independence requirements for service on the board's audit and compensation committees, but this is an issue that should be considered by the full board. Please let me know if you have any questions or concerns with regard to the foregoing. Respectfully yours, Charles F. Dolan cc: Victoria Salhus, Secretary