0001209191-11-037799.txt : 20110705 0001209191-11-037799.hdr.sgml : 20110704 20110705171916 ACCESSION NUMBER: 0001209191-11-037799 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110630 FILED AS OF DATE: 20110705 DATE AS OF CHANGE: 20110705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMC Networks Inc. CENTRAL INDEX KEY: 0001514991 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 275403694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11 PENN PLAZA CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 324-8500 MAIL ADDRESS: STREET 1: 11 PENN PLAZA CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CSC HOLDINGS LLC CENTRAL INDEX KEY: 0000784681 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35106 FILM NUMBER: 11950612 BUSINESS ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 BUSINESS PHONE: 516 803-2300 MAIL ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 FORMER NAME: FORMER CONFORMED NAME: CSC HOLDINGS INC DATE OF NAME CHANGE: 19980310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CABLEVISION SYSTEMS CORP /NY CENTRAL INDEX KEY: 0001053112 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35106 FILM NUMBER: 11950613 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 4 1 c19292_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2011-06-30 0001514991 AMC Networks Inc. AMCX 0001053112 CABLEVISION SYSTEMS CORP /NY 1111 STEWART AVENUE BETHPAGE NY 11714 0 0 1 0 0000784681 CSC HOLDINGS LLC 1111 STEWART AVENUE BETHPAGE NY 11714 0 0 1 0 AMC Networks Inc. Class A Common Stock 2011-06-30 4 J 0 57813256.75 D 0 D AMC Networks Inc. Class B Common Stock 0 2011-06-30 4 J 0 13534418.25 D AMC Networks Inc. Class A Common Stock 13534418.25 0 D Pursuant to the Amended and Restated Certificate of Incorporation of AMC Networks Inc. ("AMC"), a Delaware corporation and a wholly-owned, indirect subsidiary of Cablevision Systems Corporation ("Cablevision"), a Delaware corporation, filed by AMC with the Secretary of the State of Delaware on June 28, 2011, the outstanding shares of Common Stock of AMC were automatically converted into 57,813,256.75 fully-paid and nonassessable shares of Class A Common Stock of AMC and 13,534,418.25 fully-paid and nonassessable shares of Class B Common Stock of AMC (the "Recapitalization"). Immediately prior to the Recapitalization, Cablevision was the indirect owner of 6,000 shares of Common Stock of AMC held by CSC Holdings, LLC ("CSC"), a Delaware limited liability company and a wholly-owned, direct subsidiary of Cablevision. As a result of the Recapitalization, the 6,000 shares of Common Stock of AMC were automatically converted into 57,813,256.75 shares of Class A Common Stock of AMC and 13,534,418.25 shares of Class B Common Stock of AMC. On June 30, 2011, CSC distributed 57,813,256.75 shares of Class A Common Stock of AMC and 13,534,418.25 shares of Class B Common Stock of AMC to Cablevision (the "CSC Distribution"). As a result of the CSC Distribution and the Recapitalization, which are exempt pursuant to Rule 16a-9 of the Securities Exchange Act of 1934, Cablevision directly held 57,813,256.75 shares of Class A Common Stock of AMC and 13,534,418.25 shares of Class B Common Stock of AMC. On June 30, 2011, 57,813,256.75 shares of Class A Common Stock of AMC and 13,534,418.25 shares of Class B Common Stock of AMC were distributed by Cablevision at 11:59 p.m. to enable Cablevision to effect the legal and structural separation of AMC from Cablevision by way of a pro rata dividend to its stockholders of one share of Class A Common Stock of AMC for every four shares of Cablevision NY Group Class A Common Stock and one share of Class B Common Stock of AMC for every four shares of Cablevision NY Group Class B Common Stock (in both cases, with cash payments in lieu of fractional shares) held as of the close of business, New York City time, on June 16, 2011 (the "Spin-off"). As a result of the CSC Distribution and the Spin-off, Cablevision and CSC no longer beneficially own any shares of AMC and consequently are no longer subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Class A Common Stock and Class B Common Stock of AMC. Class B Common Stock is convertible at the option of the holder one for one into Class A Common Stock of AMC. /s/ Victoria D. Salhus, Senior Vice President, Deputy General Counsel and Secretary of Cablevision Systems Corporation and CSC Holdings, LLC 2011-07-01