-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J3GLFgpop5AIpGip/joceMy2C3Q426EXidETJOOHpfmSFRDLpQ0oUdlLHePGPqfq kUDTdTMZyeIns+CeEx2ZHg== 0000950123-05-015353.txt : 20051229 0000950123-05-015353.hdr.sgml : 20051229 20051229162300 ACCESSION NUMBER: 0000950123-05-015353 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051229 DATE AS OF CHANGE: 20051229 GROUP MEMBERS: DEBORAH A. DOLAN-SWEENEY GROUP MEMBERS: DOLAN FAMILY LLC GROUP MEMBERS: HELEN A. DOLAN GROUP MEMBERS: JAMES L. DOLAN GROUP MEMBERS: KATHLEEN M. DOLAN GROUP MEMBERS: MARIANNE DOLAN WEBER GROUP MEMBERS: PATRICK F. DOLAN GROUP MEMBERS: THOMAS C. 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: 051291713 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 y16055sc13dza.txt AMENDMENT NO. 14 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 14) 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) December 28, 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 19 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 29,617,529 SHARES BENEFICIALLY 8. SHARED VOTING POWER 1,189,350 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 29,617,529 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,189,350 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,806,879 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% 14. TYPE OF REPORTING PERSON IN
* Excludes 35,139,927 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 19 1. NAME OF REPORTING PERSON Helen A. Dolan 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 30,806,879 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 30,806,879 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,806,879 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% 14. TYPE OF REPORTING PERSON IN
* Excludes 35,139,927 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 19 1. NAME OF REPORTING PERSON James L. Dolan 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 865,855 SHARES BENEFICIALLY 8. SHARED VOTING POWER 16,846 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 865,855 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 16,846 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 882,701 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14. TYPE OF REPORTING PERSON IN
* Excludes 64,160,264 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 James L. 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 19 1. NAME OF REPORTING PERSON Thomas C. Dolan 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. 7. SOLE VOTING POWER 186,754 NUMBER OF SHARES 8. SHARED VOTING POWER 0 BENEFICIALLY OWNED BY 9. SOLE DISPOSITIVE POWER 186,754 EACH REPORTING 10. SHARED DISPOSITIVE POWER 0 PERSON WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,754 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% 14. TYPE OF REPORTING PERSON IN
* Excludes 64,160,264 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 Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 5 of 19 1. NAME OF REPORTING PERSON Patrick F. Dolan 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 107,913 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 107,913 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,913 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.05% 14. TYPE OF REPORTING PERSON IN
* Excludes 64,160,264 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 Patrick 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 6 of 19 1. NAME OF REPORTING PERSON 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 DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Marianne Trust, the DC Deborah Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5, the CFD Trust No. 6, and as Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 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 248,889 SHARES BENEFICIALLY 8. SHARED VOTING POWER 29,938,712 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 248,889 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 29,938,712 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,187,601 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% 14. TYPE OF REPORTING PERSON IN
* Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children's Foundation as to which the Reporting Person serves as a director and the 33,979,044 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 Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 7 of 19 1. NAME OF REPORTING PERSON Marianne Dolan Weber 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 11,933 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 11,933 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,933 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.005% 14. TYPE OF REPORTING PERSON IN
* Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children's Foundation as to which the Reporting Person serves as a director and the 64,160,264 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 Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 8 of 19 1. NAME OF REPORTING PERSON Deborah A. Dolan-Sweeney 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 6,381 SHARES BENEFICIALLY 8. SHARED VOTING POWER 87,954 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 87,954 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,335 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0. 04% 14. TYPE OF REPORTING PERSON IN
* Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children's Foundation as to which the Reporting Person serves as a director and the 64,160,264 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 Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 9 of 19 1. NAME OF REPORTING PERSON Dolan Family LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 11-3519521 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 Delaware NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 7,977,325 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,977,325 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% 14. TYPE OF REPORTING PERSON OO
* Excludes 56,182,939 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 as to which the Reporting Person disclaims beneficial ownership. Page 10 of 19 Amendment No. 14 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; James L. Dolan; Thomas C. Dolan; Patrick F. Dolan; 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 DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Deborah Trust, the DC Marianne Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 and as sole Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne Dolan Weber; Deborah A. Dolan-Sweeney; and Dolan Family LLC, a limited liability company organized under the laws of the State of Delaware (the "Reporting Persons"). The Reporting Persons report on Schedule 13D as members of a group (the "Group Members") that includes, in addition to the Reporting Persons, Lawrence J. Dolan, as a Trustee of the Charles F. Dolan 2001 Family Trust (the "2001 Trust"); David M. Dolan, as a Trustee of the 2001 Trust; Paul J. Dolan, as a Trustee of each of the Family Trusts, the DC Kathleen Trust, the DC James Trust, the CFD Trust No. 1 and the CFD Trust No. 6 and as Trustee of the CFD Trust No. 10; Matthew J. Dolan, as a Trustee of the DC Marianne Trust, the DC Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5; and Mary S. Dolan, as a Trustee of the DC Deborah Trust, the DC Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4. 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, Amendment No. 5 filed on March 25, 2005, Amendment No. 6 filed on March 31, 2005, Amendment 7 filed on April 26, 2005, Amendment No. 8 filed on June 20, 2005, Amendment No. 9 filed on July 19, 2005, Amendment No. 10 filed on August 10, 2005, Amendment No. 11 filed on September 16, 2005, Amendment No. 12 filed on October 13, 2005 and Amendment No. 13 filed on October 25, 2005, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 14. ITEM 2 IDENTITY AND BACKGROUND. The disclosure in parts (a), (b) and (c) of Item 2 is hereby amended and restated in its entirety to read 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; James L. Dolan; Thomas C. Dolan; Patrick F. Dolan; 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 DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Deborah Trust, the DC Marianne Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 and as sole Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne Dolan Weber; Deborah A. Dolan-Sweeney; Lawrence J. Dolan, as a Trustee of the Charles F. Dolan 2001 Family Trust (the "2001 Trust"); David M. Dolan, as Trustee of the 2001 Trust; Paul J. Dolan, as a Trustee of each of the Family Trusts, the DC Kathleen Trust, the DC James Trust, the CFD Trust No. 1 and the CFD Trust No. 6, and as Trustee of the CFD Trust No. 10; Matthew J. Dolan, as a Trustee of the DC Marianne Trust, the DC Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5; Mary S. Dolan, as a Trustee of the DC Deborah Trust, the DC 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 11 of 19 (B) Except as indicated below, the business address of each Group Member is: c/o William A. Frewin Dolan Family Office 340 Crossways Park Drive Woodbury, New York 11797 (C) Charles F. Dolan is the Chairman of Cablevision Systems Corporation (the "Issuer"). Helen A. Dolan is his wife and is not currently employed. They are the parents of James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan, Marianne Dolan Weber, and Deborah A. Dolan-Sweeney. Charles F. Dolan is also the brother of Lawrence J. Dolan. Charles F. Dolan is the Trustee of the 2004 GRAT. James L. Dolan is the Chief Executive Officer and a director of the Issuer. He is the son of Charles F. Dolan and Helen A. Dolan, and is the brother of Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney. Thomas C. Dolan is the Executive Vice President and the Chief Information Officer of the Issuer. He is the son of Charles F. Dolan and Helen A. Dolan, and is the brother of James L. Dolan, Patrick F. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney. Patrick F. Dolan is a director of the Issuer, and is a director and an officer of a number of subsidiaries of Rainbow Media Group, a subsidiary of the Issuer, including News 12 Networks, of which he is the President. He is the son of Charles F. Dolan and Helen A. Dolan, and is the brother of James L. Dolan, Thomas C. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney. Kathleen M. Dolan is a teacher. Her business address is c/o Purple Crayon, 94B Bowman Road, Barnard, Vermont 05031. She is the daughter of Charles F. Dolan and Helen A. Dolan, and is the sister of James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney. She is a co-Trustee of each of the Family Trusts, the DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Deborah Trust, the DC Marianne Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 and sole Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust. Marianne Dolan Weber is the Chair of the Dolan Family Foundation and the Dolan Children's Foundation and she is a director of the Issuer. She is the daughter of Charles F. Dolan and Helen A. Dolan, and is the sister of James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan and Deborah A. Dolan-Sweeney. Deborah A. Dolan-Sweeney is not currently employed. She is the daughter of Charles F. Dolan and Helen A. Dolan, and is the sister of James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan and Marianne Dolan Weber. Lawrence J. Dolan is the brother of Charles F. Dolan, and is the father of Matthew J. Dolan, Paul J. Dolan and Mary S. Dolan. He is the Chief Executive Officer of Cleveland Indians Baseball Company, L.P. His business address is c/o Cleveland Indians, Jacobs Field, 2401 Ontario St., Cleveland, Ohio 44115. He is a co-Trustee of the 2001 Trust. David M. Dolan is a retired attorney and is currently the Chairman of the board of Citizens National Bank. He is a first cousin of Charles F. Dolan. He is a co-Trustee of the 2001 Trust. Page 12 of 19 Paul J. Dolan is the son of Lawrence J. Dolan, the brother of Matthew J. Dolan and Mary S. Dolan, and a nephew of Charles F. Dolan and Helen A. Dolan. He is the President of Cleveland Indians Baseball Company, L.P. His business address is c/o Cleveland Indians Jacobs Field, 2401 Ontario St., Cleveland, Ohio 44115. He is a co-Trustee of each of the Family Trusts, the DC Kathleen Trust, the DC James Trust, the CFD Trust No. 1 and the CFD Trust No. 6 and is the Trustee of the CFD Trust No. 10. Matthew J. Dolan is the son of Lawrence J. Dolan, the brother of Paul J. Dolan and Mary S. Dolan, and a nephew of Charles F. Dolan and Helen A. Dolan. He is an attorney and is a principal of Thrasher, Dinsmore & Dolan, Corporate Place, 100 7th Avenue, Chardon, OH 44024-9423. He is a co-Trustee of the DC Marianne Trust, the DC Thomas Trust, the CFD Trust No. 3 and the CFD Trust No.5. Mary S. Dolan is the daughter of Lawrence J. Dolan, the sister of Matthew J. Dolan and Paul J. Dolan, and a niece of Charles F. Dolan and Helen A. Dolan. She is the Co-Director of Legal Services at the Lifespan Center for Legal Services, 20 East Jackson, Ste. 500, Chicago, IL 60604. She is a co-Trustee of the DC Deborah Trust, the DC Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4. Dolan Family LLC is a limited liability company whose members are the Family Trusts. Dolan Family LLC is organized under the laws of the state of Delaware. The business purpose of Dolan Family LLC is to hold Class B Common Stock and to enter into the Forward Transaction (as described below in Item 6). See Exhibit A." ITEM 5 INTEREST IN SECURITIES OF THE ISSUER The disclosure in the first five paragraphs of Item 5 is hereby amended by and restated to read in its entirety as follows: "(a) and (b) The Group Members may be deemed to beneficially own an aggregate of 68,586,342 shares of Class A Common Stock as a result of their beneficial ownership of (i) 4,426,078 shares of Class A Common Stock (including 1,296,439 shares of restricted stock and options to purchase 511,827 shares of Class A Common Stock that are exercisable within 60 days of the date of this filing), and (ii) 64,160,264 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 23.8% 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 64,160,264 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 30,806,879 shares of Class A Common Stock, including (i) 1,570,275 shares of Class A Common Stock (including 370,000 shares of restricted stock), (ii) options to purchase 216,267 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 29,020,337 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 12.2% 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 597,192 shares of Class A Common Stock (including 370,000 shares of restricted stock and options to purchase 216,267 shares of Class A Common Stock that are exercisable within 60 days of this report) owned of record personally, 25,288,191 shares of Class A Common Stock issuable upon conversion of an Page 13 of 19 equal number of shares of Class B Common Stock owned of record personally and 3,732,146 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 (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,189,350 shares of Class A Common Stock owned of record by the Dolan Family Foundation. He disclaims beneficial ownership of 1,189,350 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 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 30,806,879 shares of Class A Common Stock, including (i) 1,570,275 shares of Class A Common Stock (including 370,000 shares of restricted stock), (ii) options to purchase 216,267 shares of Class A Common Stock that are exercisable within 60 days of the date of this report and (iii) 29,020,337 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 12.2% 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) 1,189,350 shares of Class A Common Stock owned of record by the Dolan Family Foundation and (b) 597,192 shares of Class A Common Stock (including 370,000 shares of restricted stock and options to purchase 216,267 shares of Class A Common Stock exercisable within 60 days of this report) owned of record by Charles F. Dolan personally, 25,288,191 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 3,732,146 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. 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 882,701 shares of Class A Common Stock, including (i) 757,034 shares of Class A Common Stock (including 750,494 shares of restricted stock) and (ii) options to purchase 125,667 shares of Class A Common Stock that are exercisable within 60 days of the date of this report. This aggregate amount represents approximately 0.4% 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 865,855 shares of Class A Common Stock (including 6,381 shares of Class A Common Stock owned of record personally, 735,982 shares of restricted stock owned of record personally, 159 shares of Class A Common Stock held as custodian for a minor child and options to purchase 123,333 shares of Class A Common Stock that are exercisable within 60 days of this report, 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 16,846 shares of Class A Common Stock (including 14,512 shares of restricted stock and options to purchase 2,334 shares of Class A Common Stock exercisable within 60 days of this report) owned of record by his spouse. He disclaims beneficial ownership of 159 shares of Class A Common Stock held as custodian for a minor child, and 16,846 shares of Class A Common Stock (including 14,512 shares of restricted stock and options to purchase 2,334 shares of Class A Common Stock exercisable within 60 days of this report) owned of record by his spouse, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. Thomas C. Dolan may be deemed to beneficially own an aggregate of 186,754 shares of Class A Common Stock, including (i) 109,118 shares of Class A Common Stock (including 87,422 shares of restricted stock) and (ii) options to purchase 77,636 shares of Class A Common Stock that are exercisable within 60 days of the date of this report. Page 14 of 19 This aggregate amount represents approximately 0.1% of the shares of Class A Common Stock currently outstanding. He may be deemed to have 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 21,696 shares of Class A Common Stock, 87,422 shares of restricted stock and options to purchase 77,636 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). Patrick F. Dolan may be deemed to beneficially own an aggregate of 107,913 shares of Class A Common Stock, including (i) 45,783 shares of Class A Common Stock (including 28,334 shares of restricted stock) and (ii) options to purchase 62,130 shares of Class A Common Stock that are exercisable within 60 days of the date of this report. This aggregate amount represents approximately 0.05% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 107,913 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 and options to purchase 62,130 shares of Class A Common Stock that are exercisable within 60 days of the date of this report). Kathleen M. Dolan may be deemed to beneficially own an aggregate of 30,187,601 shares of Class A Common Stock, including (i) 6,381 shares of Class A Common Stock, and (ii) 30,181,220 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 11.9% 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 an aggregate of 242,508 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 and 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 29,938,712 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 Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Marianne Trust, the DC Deborah Trust and the CFD Trusts Nos. 1 - 6. She disclaims beneficial ownership of 30,181,220 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 Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Marianne Trust, the DC Deborah Trust, the CFD Trusts Nos. 1 - 6, the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Tara Dolan 1989 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. Marianne Dolan Weber may be deemed to beneficially own an aggregate of 11,933 shares of Class A Common Stock, including (i) 7,933 shares of Class A Common Stock (including 6,381 shares of Class A Common Stock owned of record personally and 1,552 shares of restricted stock) and (ii) options to purchase 4,000 shares of Class A Common Stock that are exercisable within 60 days of this report. This aggregate amount represents approximately 0.005% of the shares of Class A Common Stock currently outstanding. She may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 11,933 shares of Class A Common Stock owned of record personally (including 6,381 shares of Class A Common Stock owned of record personally, 1,552 shares of restricted stock and options to purchase 4,000 shares of Class A Common Stock that are exercisable within 60 days of this report). Page 15 of 19 Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 94,335 shares of Class A Common Stock, including (i) 68,208 shares of Class A Common Stock (including 58,637 shares of restricted stock) and (ii) options to purchase 26,127 shares of Class A Common Stock that are exercisable within 60 days of the date of this report. This aggregate amount represents approximately 0.04% 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 87,954 shares of Class A Common Stock (including 58,637 shares of restricted stock and options to purchase 26,127 shares of Class A Common Stock that are exercisable within 60 days of the date of this report) owned of record by her spouse. She disclaims beneficial ownership of the 87,954 shares of Class A Common Stock (including 58,637 shares of restricted stock and options to purchase 26,127 shares of Class A Common Stock that are exercisable within 60 days) owned of record by her spouse, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities." (c) Since the most recent Amendment to the Schedule 13D filed on October 25, 2005, the following transactions in the Issuer's Securities have been effected by Group Members: On November 2, 2005, Thomas C. Dolan used $98,996.22 received upon exercise of Stock Appreciation Rights to exercise options to purchase 12,125 shares of Class A Common Stock. On November 8, 2005, Charles F. Dolan received compensatory grants from the Issuer of 120,000 restricted shares of Class A Common Stock and options to acquire an aggregate of 403,200 shares of Class A Common Stock, including options to purchase 134,400 shares of Class A Common Stock that vest upon the achievement of certain performance criteria. On November 8, 2005, James L. Dolan received compensatory grants from the Issuer of 60,000 restricted shares of Class A Common Stock and options to acquire an aggregate of 314,400 shares of Class A Common Stock, including options to purchase 134,400 shares of Class A Common Stock that vest upon the achievement of certain performance criteria. On November 8, 2005, the spouse of James L. Dolan received a compensatory grant from the Issuer of options to acquire 7,000 shares of Class A Common Stock. James L. Dolan may be deemed to have shared voting and dispositive power over the securities held by his spouse. He disclaims beneficial ownership of the securities owned of record by his spouse and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. On November 8, 2005, the spouse of Deborah A. Dolan-Sweeney received a compensatory grant from the Issuer of options to acquire 7,500 shares of Class A Common Stock. Deborah A. Dolan-Sweeney may be deemed to have shared voting and dispositive power over the securities held by her spouse. She disclaims beneficial ownership of the securities owned of record by her spouse and this report shall not be deemed to be an admission that she is the beneficial owner of such securities. On December 28, 2005, James L. Dolan ceased to be a Trustee of each of the DC James Trust, the CFD Trust No. 6, the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan) and the Ryan Dolan 1989 Trust. As a result, he ceased to be a beneficial owner of an aggregate of 3,889,715 shares of Class B Common Stock held by the DC James Trust, the CFD Trust No. 6, the Marissa Waller 1989 Trust, Page 16 of 19 the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan) and the Ryan Dolan 1989 Trust. On December 28, 2005, Thomas C. Dolan ceased to be a Trustee of each of the DC Thomas Trust and the CFD Trust No. 5. As a result, he ceased to be a beneficial owner of an aggregate of 3,707,834 shares of Class B Common Stock held by the DC Thomas Trust and the CFD Trust No. 5. On December 28, 2005, Patrick F. Dolan ceased to be a Trustee of each of the DC Patrick Trust, the CFD Trust No. 4 and the Tara Dolan 1989 Trust. As a result, he ceased to be a beneficial owner of an aggregate of 3,604,690 shares of Class B Common Stock held by the DC Patrick Trust, the CFD Trust No 4 and the Tara Dolan 1989 Trust. On December 28, 2005, Marianne Dolan Weber ceased to be a Trustee of each of the Family Trusts, the DC Marianne Trust and the CFD Trust No. 6. As a result, she ceased to be a beneficial owner of an aggregate of 11,627,123 shares of Class B Common Stock held by the Family Trusts, the DC Marianne Trust and the CFD Trust No. 3. On December 28, 2005, Deborah A. Dolan-Sweeney ceased to be a Trustee of each of the Family Trusts, the DC Deborah Trust and the CFD Trust No. 2. As a result, she ceased to be a beneficial owner of an aggregate of 11,739,849 shares of Class B Common Stock held by the Family Trusts, the DC Deborah Trust and the CFD Trust No. 2. On December 28, 2005, Kathleen M. Dolan became a Trustee of each of the DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Marianne Trust, the DC Deborah Trust, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 and sole Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust. As a result, Kathleen M. Dolan may be deemed to have sole voting and dispositive power over an aggregate of 242,508 shares of Class B Common Stock held by the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust and shared voting and dispositive power over the aggregate of 18,198,863 shares of Class B Common Stock held by the DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Marianne Trust, the DC Deborah Trust, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6, in addition to having shared voting and dispositive power over an aggregate of 11,739,849 shares of Class B Common Stock held by the Family Trusts, the DC Kathleen Trust and the CFD Trust No. 1. Kathleen M. Dolan disclaims beneficial ownership of the securities owned of record by the Family Trusts, the DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Marianne Trust, the DC Deborah Trust, the D.C. Kathleen Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5, the CFD Trust No. 6, the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust, and this report shall not be deemed an admission that she is the beneficial owner of such securities. 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. Page 17 of 19 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: December 28, 2005 CHARLES F. DOLAN, individually and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust By: * ------------------------------------ HELEN A. DOLAN By: * ------------------------------------ JAMES L. DOLAN By: /s/ James L. Dolan ------------------------------------ THOMAS C. DOLAN By: /s/ Thomas C. Dolan ------------------------------------ PATRICK F. DOLAN By: * ------------------------------------ KATHLEEN M. DOLAN, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, the DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Marianne Trust, the DC Deborah Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6, and as Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust By: * ------------------------------------ MARIANNE DOLAN WEBER By: * ------------------------------------ DEBORAH A. DOLAN-SWEENEY By: * ------------------------------------ Page 18 of 19 DOLAN FAMILY LLC By: * ------------------------------------ * By: /s/ Brian G. Sweeney ------------------------------- As Attorney-in-Fact Page 19 of 19 EX-99.A 2 y16055exv99wa.txt LIST OF TRUSTS AND BENEFICIARIES Exhibit A Each of Kathleen M. Dolan 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 December 28, 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, if there are more than three Trustees, 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. If there are only two Trustees, both must consent. 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. Kathleen M. Dolan is a co-Trustee of each of 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 December 28, 2005, beneficially owned in the aggregate 11,493,942 shares of Class B Common Stock. Page 1 of 5 The following table lists each DC Trust's name and the name of its beneficiary (each a "Current 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
For each of the DC Trusts other than the DC Kathleen Trust, distributions of income and principal can be made in the discretion of the Trustees to the Current Beneficiary. For the DC Kathleen Trust, distributions of income and principal can be made in the discretion of the non-beneficiary Trustee to the Current Beneficiary. For each of the DC Trusts, 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. 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. Kathleen M. Dolan is a co-Trustee of each of the 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 December 28, 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, except CFD Trust No. 1, distributions of income and principal can be made in the Trustees' 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"). For CFD Trust No. 1, distributions of income and principal can be made in the non-beneficiary Trustee's discretion to Kathleen M. Dolan who is the current beneficiary of this trust. 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. Page 2 of 5 The following table lists the CFD Children's Trusts and the name of its beneficiary.
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
Paul J. Dolan is the sole Trustee of CFD Trust No. 10. As of December 28, 2005, CFD Trust No. 10 owned 41,171 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 No. 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 No. 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 No. 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. Kathleen M. Dolan is the sole Trustee of the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust, the Marissa Waller 1989 Trust, and the Tara Dolan 1989 Trust (collectively, the "DC Grandchildren Trusts"). As of December 28, 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 grandchildren, in equal shares, 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 Page 3 of 5 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 Lawrence J. Dolan and David M. 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 December 28, 2005, the 2001 Trust owned 4,549,196 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. 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. David M. 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 David M. 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 and David M. Dolan, as Trustees, 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 Lawrence J. Dolan and David M. Dolan, as Trustees thereof have 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 December 28, 2005, the GRAT owned 3,732,146 shares of Class B Common Stock. Pursuant to the terms of the GRAT, an annuity payment will be made to Charles F. Dolan (or to his estate, if he is not living) on Page 4 of 5 or about August 2, 2006 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 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----