EX-99.A
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 November 7, 2007, beneficially owned in the aggregate, either directly or indirectly through
their membership interests in Dolan Family LLC, 7,978,925 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.
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Name of Trust |
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Beneficiary |
Dolan Descendants Trust
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All descendants of Charles F. Dolan living
at any time and from time to time. |
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Dolan Progeny Trust
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All children of Charles F. Dolan living at
any time and from time to time. |
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Dolan Grandchildren Trust
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All children and grandchildren of Charles F.
Dolan living at any time and from time to
time. |
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Dolan Spouse Trust
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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 November 7, 2007, beneficially owned in the
aggregate 11,493,942 shares of Class B Common Stock.
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The following table lists each DC Trust’s name and the name of its beneficiary (each a
“Current Beneficiary”) .
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Name of Trust |
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Beneficiary |
DC James Trust
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James L. Dolan |
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DC Patrick Trust
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Patrick F. Dolan |
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DC Thomas Trust
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Thomas C. Dolan |
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DC Kathleen Trust
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Kathleen M. Dolan |
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DC Marianne Trust
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Marianne Dolan Weber |
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DC Deborah Trust
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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 November 7, 2007, the CFD Children’s Trusts beneficially owned an
aggregate of 1,084,918 shares of Class A Common Stock and 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.
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The following table lists the CFD Children’s Trusts and the name of its beneficiary.
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Name of Trust |
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Beneficiary |
CFD Trust No. 1
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Kathleen M. Dolan |
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CFD Trust No. 2
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Deborah A. Dolan-Sweeney |
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CFD Trust No. 3
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Marianne Dolan Weber |
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CFD Trust No. 4
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Patrick F. Dolan |
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CFD Trust No. 5
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Thomas C. Dolan |
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CFD Trust No. 6
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James L. Dolan |
Paul J. Dolan
is the sole Trustee of CFD Trust No. 10. As of November 7, 2007, CFD Trust No.
10 owned 448,770 shares of Class A 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 November 7, 2007, the DC
Grandchildren Trusts beneficially owned an aggregate of 181,881 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. As of November 7, 2007, the Marissa Waller 1989
Trust no longer owns any shares of the Issuer’s securities. Beneficiaries of each of the other DC
Grandchildren
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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.
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Name of Trust |
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Beneficiary |
Charles Dolan 1989 Trust
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Charles P. Dolan and descendants |
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Ryan Dolan 1989 Trust
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Ryan Dolan and descendants |
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Marissa Waller 1989 Trust
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Marissa Waller and descendants |
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Tara Dolan 1989 Trust
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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 November 7, 2007, the 2001 Trust owned 319,086 shares of Class A Common Stock and 7,490,024
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.
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