-----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, B5LNRoUfg6IyxQx5plHMk2L8xNM45/NtGLMhRP7em92+VJg0rZyObF7xOCqYXS5u wQRwH0wni6Lj1TwIlP3U4Q== 0000950123-97-005397.txt : 19970630 0000950123-97-005397.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950123-97-005397 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970627 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CABLEVISION SYSTEMS CORP CENTRAL INDEX KEY: 0000784681 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: 005-38081 FILM NUMBER: 97630994 BUSINESS ADDRESS: STREET 1: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5163648450 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOLAN PATRICK FRANCIS CENTRAL INDEX KEY: 0000932963 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 066463195 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 SC 13D/A 1 CABLEVISION SYSTEMS CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cablevision Systems Corporation (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of class of securities) 12686C-10-9 (CUSIP Number) Bruce D. Haims, Esq. Debevoise & Plimpton, 875 Third Avenue, New York, NY 10022 (212) 909-6000 (Name, Address and telephone Number of Person Authorized to Receive Notices and Communications) June 6, 1997 (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 Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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. Page 1 of 7 2 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 2 of 7 3 CUSIP No. 12686C-10-9 (1) Names of Reporting Persons S.S. or I.R.S. Identifica- Patrick Francis Dolan tion Nos. of Above Persons SS: ###-##-#### _______________________________________________________________________________ (2) Check the Appropriate Box (a)_______________________ if a Member of a Group (b)_______________________ _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of Funds 00* _______________________________________________________________________________ (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 Shares (7) Sole Voting Power 13,600** Beneficially Owned ________________________________________________________ by Each Reporting (8) Shared Voting Power 807,910 Person With ________________________________________________________ (9) Sole Dispositive Power 13,600** ________________________________________________________ (10) Shared Dispositive Power 807,910 _______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 821,510 _______________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares _______________________________________________________________________________ (13) Percent of Class Represented by Amount in Row 11 5.7% _______________________________________________________________________________ (14) Type of Reporting Person IN - -------- * See Exhibit A. ** Includes option to purchase 2,200 shares of Class A Common Stock which are options exercisable within 60 days. Page 3 of 7 4 CUSIP No. 12686C-10-9 CONTINUATION PAGES OF AMENDMENT NO. 1 TO SCHEDULE 13D FILED BY PATRICK FRANCIS DOLAN, INDIVIDUALLY AND AS TRUSTEE This Amendment No. 1 to the Schedule 13D, dated November 15, 1994 (the "Schedule 13D"), previously filed by Patrick Francis Dolan ("Mr. Dolan") is the initial electronic filing by Mr. Dolan and, in accordance with Rule 101(a)(2)(ii) of Securities and Exchange Commission Regulation S-T, restates the Schedule 13D. Item 1. SECURITY AND ISSUER. The title of the class of equity of securities to which this statement relates is the Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of Cablevision Systems Corporation, a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is One Media Crossways, Woodbury, New York 11797. Item 2. IDENTITY AND BACKGROUND. (a) The name of the person filing this statement is Patrick Francis Dolan, who is filing individually and as Trustee for the Trusts listed on Exhibit A. (b) The residence of Mr. Dolan is 4 Smugglers Cove, Lloyd Harbor, New York 11743. (c) The present principal occupation of Mr. Dolan is News Director of News 12. The address is One Media Crossways, Woodbury, New York 11797. (d) Mr. Dolan has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Dolan has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 4 of 7 5 CUSIP No. 12686C-10-9 (f) Mr. Dolan is a U.S. citizen. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares held by Mr. Dolan were not acquired by purchase. See Exhibit A. Item 4. PURPOSE OF TRANSACTION. The Trusts are held for investment purposes. See Exhibit A. Except as set forth in Exhibit B, Mr. Dolan has no plans or proposals which relate or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of additional securities of the Issuer; (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation of the Issuer, involving the Issuer or any of its subsidiaries; (c) the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer; (e) any material change in the Issuer's present capitalization or dividend policy; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. See Exhibit A and Exhibit B. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Mr. Dolan may be deemed to beneficially own an aggregate of 821,510 shares of Class A Common Stock as a result of his beneficial ownership of (i) 817,410 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the "Class B Common Stock") which are convertible at the option of the holder share for share into Class A Common Stock, (ii) options to purchase 2,200 shares of Class A Common Stock and (iii) 1,900 shares of Class A Common Stock. This aggregate amount represents approximately 5.7% of the outstanding shares of Class A Common Stock (including shares of Class A Common Stock issuable upon the conversion of shares of the Class B Common Stock and shares to be acquired upon the exercise of the options). Page 5 of 7 6 CUSIP No. 12686C-10-9 (b) Mr. Dolan has the (i) sole power to vote or to direct the vote of 13,600 shares of Class A Common Stock (including shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock and shares to be acquired upon the exercise of options); (ii) shared power to vote or direct the vote of 807,910 shares of Class B Common Stock convertible into Class A Common Stock; (iii) sole power to dispose or to direct the disposition of 13,600 shares of Class A Common Stock (including shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock and shares to be acquired upon the exercise of options) and (iv) shared power to dispose or to direct the disposition of 807,910 shares of Class B Common Stock convertible into Class A Common Stock. See Exhibit A. (c) No transactions in the class of securities reported on were effected during the past sixty days by Mr. Dolan. (d) See Exhibit A. (e) Not applicable Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Exhibit B. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Voting Agreement Exhibit 2 - Power of Attorney, dated as of February 13, 1995, confirming the authority of William A. Frewin, Jr. to sign on behalf of Patrick Francis Dolan. Page 6 of 7 7 CUSIP No. 12686C-10-9 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: June 23, 1997 Signature: /s/ Patrick Francis Dolan By William A. Frewin, Jr. ----------------------------- Name/Title: Patrick Francis Dolan, individually and as a Trustee of each of the following Trusts: Dolan Progeny Trust DC Patrick Trust Tara Dolan 1989 Trust By William A. Frewin, Jr., attorney-in-fact Page 7 of 7 8 CUSIP No. 12686C-10-9 Exhibit A Patrick Francis Dolan ("Mr. Dolan") is currently one of the trustees (a "Trustee") of each of the trusts listed in the table below (the "Trusts"), which own in the aggregate 817,410 shares of Class B Common Stock, par value $.01 per share (the "Class B Common Stock") of Cablevision Systems Corporation, a Delaware Corporation (the "Issuer"). The other Trustee(s) of the DC Patrick Trust is Mary S. Dolan and of the Dolan Progeny Trust are Deborah Ann Dolan and Paul Joseph Dolan. Class B Common Stock of the Issuer is convertible at the option of the holder share for share into Class A Common Stock, par value $.01 per share (the "Class A Common Stock") of the Issuer. Mr. Dolan does not has an economic interest in such shares, but, and as a Trustee of the Trusts, has the shared power to vote and dispose of such shares. Under certain rules of the Securities and Exchange Commission, so long as Mr. Dolan retains such powers, he is deemed to have beneficial ownership thereof for purposes of Schedule 13D reporting. In addition, Mr. Dolan holds 1,900 shares of Class A Common Stock of the Issuer individually and options to purchase 2,200 shares of Class A Common Stock which options are exercisable within 60 days. The following table lists each Trust's name and the name of its beneficiary or description of its beneficiary class. Name of Trust Beneficiary DC Patrick Trust Patrick Francis Dolan Dolan Progeny Trust All children of Charles F. Dolan living at any time and from time to time. Tara Dolan 1989 Trust Tara Dolan Pursuant to the provisions of the agreements governing the Trusts, the economic interest in the shares of the Issuer owned by each Trust is held by such Trust's beneficiary or, if more than one, such Trust's beneficiary class. For the Dolan Progeny Trust, distributions of income and principal can be made in the discretion of the non-beneficiary Trustee, Paul Joseph Dolan, to any one or more of the members of the Trust's beneficiary class. The Trusts The DC Patrick Trust For the DC Patrick Trust, distributions of income and principal can be made in the discretion of the non-beneficiary Trustee, Mary S. Dolan, to the person for whom the Trust is named, Patrick Francis Dolan (the "Current Beneficiary"). The Current Beneficiary has the power during his life to appoint all or part of the DC Patrick Trust to or for the benefit of one or more of his descendants. Upon the death of the Current Beneficiary, the DC Patrick Trust, if not previously terminated, will pass as appointed by the Current Beneficiary to or for the benefit of one or more of his descendants. Any unappointed portion of such Trust will pass, in further trust, per stirpes to the Current 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. There are two Trustees of the DC Patrick Trust, Patrick Francis Dolan and Mary S. Dolan. The Dolan Progeny Trust For the Dolan Progeny Trust, the current beneficiary class consists of the six children of Charles F. Dolan. The Dolan Progeny Trust terminates upon the death of the survivor of Charles F. Dolan's children, if not previously terminated. Upon such termination, the Dolan Progeny Trust will pass as appointed by the unanimous appointment of Charles F. Dolan's children or by the survivor of them to or for the benefit of any one or more persons or charitable organizations. Any unappointed portion of the Dolan Progeny Trust will pass, in further trust, per stirpes to the then-living descendants of Charles F. Dolan, or if none, among the heirs-at-law of Charles F. Dolan. There are three Trustees of the Dolan Progeny Trust, Deborah Ann Dolan, Patrick Francis Dolan and Paul Joseph Dolan. The Tara Dolan 1989 Trust For the Tara Dolan 1989 Trust, until the beneficiary, Tara Dolan, attains age 21, the income of the Trust may be distributed to or for the benefit of the beneficiary as the Trustee, Patrick Francis Dolan, in the Trustee's discretion determines. Any net income not so distributed is to be accumulated and added to the principal of the Trust. From and after the beneficiary attaining age 21, all of the net income of the Trust is to be distributed to the beneficiary. In addition, during the continuance of the Tara Dolan 1989 Trust, the Trustee in the Trustee's discretion may distribute the principal of the Trust to or for the benefit of the beneficiary. Upon the beneficiary attaining age 40, the Trust for the beneficiary terminates and is to be distributed to the beneficiary. If the beneficiary dies before attaining age 40, the beneficiary has a testamentary general power of appointment over the Trust. In default of the exercise of such power of appointment, the Trust will be distributed to the beneficiary's then-living issue, per stirpes, or if none, to Charles F. Dolan's then-living issue, per stirpes. Patrick Francis Dolan is the sole Trustee for the Tara Dolan Trust. Beneficial Ownership of Beneficiaries and Trusts Beneficiaries of any Trust can be said to have only a contingent economic interest in the securities of the Issuer held by such Trust because (a) the non-beneficiary Trustee has the sole discretion to distribute or accumulate the income from each Trust and the sole discretion to distribute the principal of each Trust to the beneficiary of such Trust or, if more than one, to any one or more of the members of such Trust's beneficiary class, (b) the beneficiary class for the Dolan Progeny Trust has not yet closed and (c) the beneficiary of the Tara Dolan Trust has not attained the age of 21. 9 EXHIBIT B Cablevision Systems Corporation, a Delaware corporation ("CSC"), has entered into a Contribution and Merger Agreement, dated as of June 6, 1997 (the "Contribution and Merger Agreement"), with TCI Communications, Inc., a Delaware corporation and the principal cable television subsidiary of Tele-Communications, Inc., ("TCI Communications"), CSC Parent Corporation, a Delaware corporation wholly-owned by CSC ("Parent"), and CSC Merger Corporation, a Delaware corporation wholly-owned by Parent ("Merger Sub"). The Contribution and Merger Agreement provides for the merger of Merger Sub with and into CSC, with CSC as the surviving corporation, and the conversion in the merger of outstanding shares of CSC common stock into like shares of common stock of Parent and for the contribution by or on behalf of TCI Communications of corporations (the "Contributed Entities") owning specified cable television systems in exchange for shares of Class A Common Stock of Parent. CSC's Series I Preferred Shares will become convertible into Series A Common Stock of Parent. Following the closing (the "Closing") of the transactions contemplated by the Contribution and Merger Agreement, Parent will be renamed Cablevision Systems Corporation. As a result of the transactions contemplated by the Contribution and Merger Agreement, existing CSC shareholders will become shareholders of Parent, which will be a new publicly traded company that will own CSC and, separately, the Contributed Entities. CSC shareholders having a majority of CSC's voting power have agreed with TCI Communications in a voting agreement (the "Voting Agreement") that they will vote to approve the adoption of the Contribution and Merger Agreement and the issuance of Parent shares to TCI Communications and against any matter that would compete with or interfere with such adoption and issuance. The parties to the Voting Agreement are: Parent, Tele-Communications, Inc., CSC, Charles F. Dolan, Charles F. Dolan 1997 Grantor Retained Annuity Trust, Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Kathleen Trust, DC Deborah Trust, DC Marianne Trust, DC Patrick Trust, DC Thomas Trust, DC 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, and CFD Trust No. 10. The Contribution and Merger Agreement provides that at the Closing, Parent, Tele-Communications, Inc., a Delaware corporation and owner of TCI Communications ("TCI"), and certain holders of Parent's Class B Common Stock (the "Class B Stockholders") will enter into a Stockholders Agreement (the "Stockholders Agreement") providing, among other things for: (i) limitations on TCI's ability to purchase and sell Class A Common Stock, (ii) consultation rights between Parent, TCI and the Class B Stockholders regarding sales of Parent or significant Parent assets, sales of Class A Common Stock owned by TCI and sales of Class B Common Stock owned by the Class B Stockholders, 10 (iii) TCI's right to designate two Class B directors, (iv) the right of TCI director designees to membership on a Parent Board committee to approve certain transactions with Class B Stockholders and their family members that will give such designees a veto over such transactions, and (v) TCI's agreement to vote in proportion with the public Parent Class A stockholders for the election of the 25% of Parent directors which the Parent Class A Common Stock is entitled to elect. The Class B Stockholders are: Charles F. Dolan, CFD 1997 Grantor Retained Annuity Trust, Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Kathleen Trust, DC Deborah Trust, DC Marianne Trust, DC Patrick Trust, DC Thomas Trust, DC 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, and CFD Trust No. 10. 2 EX-99.1 2 VOTING AGREEMENT 1 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is entered into as of June 6, 1997, by and among CSC Parent Corporation, a Delaware corporation ("Parent"), TeleCommunications, Inc., a Delaware corporation (the "Company"), Cablevision Systems Corporation, a Delaware corporation ("CSC"), and the Class B Entities (as defined below). WHEREAS, CSC, Parent and TCI Communications, Inc. have entered into a Contribution and Merger Agreement (the "Merger Agreement") dated as of June 6, 1997 providing for, among other things, the Stock Contribution and the Merger; WHEREAS, the Merger Agreement contemplates the execution and delivery of this Agreement; WHEREAS, the parties hereto desire to make certain representations, warranties, covenants and agreements as provided in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Certain Definitions. (a) Capitalized terms that are used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement: (b) For the purposes of this Agreement, the following terms shall have the following meanings: "Affiliate" and "Associate" when used with reference to any Person shall have the meanings assigned to such terms in Rule 12b-2 of the Exchange Act as in effect on the date hereof; provided, that CSC and Parent and their Subsidiaries and the officers and directors of CSC and Parent and their Subsidiaries who are not directors or officers of 2 the Company or any of its Subsidiaries shall not, solely as a result of holding such office of CSC and Parent or any of their Subsidiaries, be deemed Affiliates or Associates of the Company or its Subsidiaries for purposes of this Agreement. A Person shall be deemed the "Beneficial Owner", and to have "Beneficial Ownership" of, and to "Beneficially Own," any securities as to which such Person is or may be deemed to be the beneficial owner pursuant to Rule 13d-3 and 13d-5 under the Exchange Act, as such rules are in effect on the date of this Agreement, as well as any securities as to which such Person has the right to become Beneficial Owner (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the "Beneficial Owner", or to have "Beneficial Ownership" of, or to "Beneficially Own", any Shares solely by virtue of being a party to the Merger Agreement or (i) solely because such Shares have been tendered pursuant to a tender or exchange offer made by such Person, or any of such Person's Affiliates or Associates, until such tendered Shares are accepted for payment or exchange or (ii) solely because such Person, or any of such Person's Affiliates or Associates, has or shares the power to vote or direct the voting of such Shares pursuant to a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act, except if such power (or the arrangements relating thereto) is then reportable under Item 6 of Schedule 13D under the Exchange Act (or any similar provision of a comparable or successor report). For purposes of this Agreement, in determining the percentage of the outstanding Shares with respect to which a Person is the 2 3 Beneficial Owner, all Shares as to which such Person is deemed the Beneficial Owner shall be deemed outstanding. "Charter Amendments" shall mean each of those amendments to the certificate of incorporation of CSC, in such form as may be approved by resolution of the board of directors of CSC, such that each of the CSC Series C Cumulative Preferred Stock, par value $.01 per share, CSC Series D Cumulative Preferred Stock, par value $.01 per share, and CSC Series I Cumulative Convertible Exchangeable Preferred Stock, par value $.01 per share, shall, as a result of the Merger automatically become at the Effective Time, without any action by any Person, preferred stock of Parent having the same terms and designations as immediately prior to the Effective Time except for being preferred stock of Parent rather than preferred stock of CSC. "Class B Entities" shall mean Charles F. Dolan, Charles F. Dolan 1997 Grantor Retained Annuity Trust, Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Kathleen Trust, DC Deborah Trust, DC Marianne Trust, DC Patrick Trust, DC Thomas Trust, DC 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 and CFD Trust No. 10. "Shares" shall mean the Parent Class A Shares and Parent Class B Shares and any other shares of common stock of Parent. 2. Representations of Parent and CSC. As of the date hereof, Parent and CSC Severally represent and warrant to the Company and to each of the Class B Entities that: (a) each of Parent and CSC has all requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement; and 3 4 (b) this Agreement has been duly executed and delivered by Parent and CSC and is a valid and binding agreement of Parent and CSC enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. 3. Representations of the Company. As of the date hereof, the Company represents and warrants to Parent, to CSC and to each of the Class B Entities that: (a) the Company does not Beneficially Own any Shares other than those Parent Class A Shares to be issued in connection with the Stock Contribution at the Stock Closing; (b) the Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement; and (c) this Agreement has been duly executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. 4. Representations of the Class B Entities. As of the date hereof, the Class B Entities each severally represents and warrants to the Company, to CSC and to Parent that: (a) such Class B Entity Beneficially Owns Shares as set forth opposite its name in Schedule 4 hereto; (b) such Class B Entity has all requisite power and authority (corporate or otherwise) and has taken all action (corporate or otherwise) necessary in order to execute and deliver this Agreement; (c) this Agreement has been executed and delivered by such Class B Entity and is a valid and binding 4 5 agreement of such Class B Entity enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception; (d) other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Class B Entity with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Class B Entity from, any Governmental Entity, in connection with the execution and delivery of this Agreement by such Class B Entity, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to prevent, materially delay or materially impair the ability of such Class B Entity to consummate the transactions contemplated by this Agreement; and (e) the execution, delivery and performance of this Agreement by such Class B Entity does not, and the consummation by such Class B Entity of the transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the certificate of incorporation or by-laws of such Class B Entity or any of their comparable governing instruments, (ii) a breach of or violation of or a default under, or the acceleration of any obligations of or the creation of a Lien on the assets of such Class B Entity (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon such Class B Entity or any Law or governmental or non-governmental permit or license to which such Class B Entity is subject or (iii) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (ii) or (iii) above, (x) for Contracts, Laws, permits and licenses also binding upon CSC or to which CSC or its business also is subject and (y) for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to prevent, materially delay or materially impair the ability of such Class B Entity to consummate the transactions contemplated by this Agreement. 5 6 5. Agreement to Vote Shares. Each of the Class B Entities severally covenants and agrees with the Company, CSC and Parent (a) to vote all Shares that are Beneficially Owned by such Class B Entity in favor of (or consent with respect to such Shares for) the adoption and approval of the Merger Agreement and the Merger, the adoption and approval of the Charter Amendments and the approval of the issuance of the shares of Parent Common Stock required to be issued in connection with the consummation of the Stock Contribution at every meeting of the stockholders of CSC or Parent (or solicitation of consents in lieu thereof) at which such matters are considered and at every adjournment or postponement thereof, and (b) to vote such Shares against (or withhold consents with respect to such Shares for) any proposal that would compete with or serve to interfere, delay or otherwise inhibit the timely consummation of the matters contemplated by the foregoing clause. 6. No Voting Trusts or Transfers. After the date hereof, each of the Class B Entities severally covenants and agrees with the Company, CSC and Parent that such Class B Entity shall not, and shall not permit any entity to, (i) deposit any Shares Beneficially Owned by such Class B Entity in a voting trust or subject any Shares to any arrangement with respect to the voting of such Shares other than agreements or arrangements entered into in furtherance of the Transactions or those that would not materially impair the ability to consummate the Transactions on the schedule contemplated by the Merger Agreement or (ii) Transfer (as defined in the Stockholders Agreement) any of its interest in Shares to any Person unless such transferee agrees to be bound by this Agreement to the same extent as such Class B Entity, other than as agreed in writing by Parent, CSC and the Company. 7. Stockholders Agreement. Each of the Class B Entities, the Company and Parent severally agrees that, at the Stock Closing, it will execute and deliver the Stock holders Agreement. 6 7 8. Miscellaneous. (a) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND SUBJECT TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES. (b) Venue; WAIVER OF JURY TRIAL. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware and the Federal court of the United States of America located in the State of Delaware solely in respect of the interpretation and enforcement of the pro visions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in paragraph (c) of this Section or in such other manner as may be permitted by law shall be valid and sufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR 7 8 RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH (b). (c) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given (i) on the first business day following the date received, if delivered personally or by telecopy (with telephonic confirmation of receipt by the addressee), (ii) on the business day following timely deposit with an overnight courier service, if sent by over night courier specifying next day delivery and (iii) on the first business day that is at least five days following deposit in the mails, if sent by first class mail, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to CSC or Parent One Media Crossways Woodbury, NY 11797 Attention: General Counsel fax: (516) 364-8501 (with a copy to Joseph B. Frumkin, Esq., Sullivan & Cromwell, 125 Broad Street, New York, NY 10004 fax: (212) 558-3588) 8 9 if to the Class B Entities Charles F. Dolan and William A. Frewin One Media Crossways Woodbury, NY 11797 (with a copy to Bruce D. Haims, Esq., Debevoise & Plimpton, 875 Third Avenue, New York, NY 10022 fax: (212) 909-6836) if to the Company 5619 DTC Parkway Englewood, Colorado 80111-3000 Attention: President fax: (303) 488-3219 with a copy similarly addressed, Attention: Legal Department fax: (303) 488-3245 (with a copy to Charles Y. Tanabe, Esq., Sherman & Howard L.L.C. Suite 3000 633 Seventeenth Street Denver, Colorado 80202 fax: (303) 298-0940) or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above. (d) Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If 9 10 any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such in valid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. (e) Counterparts. For the convenience of the parties hereto, this Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall together constitute the same agreement. (f) Termination; Survival. This Agreement shall terminate upon the termination of the Merger Agreement in accordance with its terms, the mutual written consent of all parties hereto or upon the later to occur of the Effective Time, or the Stock Closing, and all of the provisions hereof shall terminate at such time. (g) Headings; Recitals. All Section headings and the recitals herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (h) Specific Performance. Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is 10 11 the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it shall not seek, and agrees to waive any requirement for the securing or posting of a bond in connection with any other party's seeking or obtaining such equitable relief. (i) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and shall not be assignable without the written consent of all other parties hereto. (j) Entire Agreement; Amendment; Waiver. This Agreement (including any annexes and schedules hereto) and the Merger Agreement (including any exhibits and schedules thereto) supersede all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no pro visions hereof may be modified or waived, except by an instrument in writing signed by CSC and approved by the majority vote of the directors elected by the Class A Shares and, with respect to each of Parent, the Company and the Class B Entities, by Parent, the Company and such Class B Entities. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. (k) No Request for Amendment or Waiver. The Company and the Class B Entities shall not, and shall cause their respective Controlled Affiliates and Associates not to, request publicly that Parent or CSC or any of their respective agents or representatives, directly or indirectly, amend or waive any provision of this Agreement or make any such request privately if it could be expected to 11 12 require Parent or CSC to make a public announcement regarding such request. (l) Further Assurances. The parties hereto shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby. (m) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT. IN WITNESS WHEREOF, Parent, the Company, CSC and each Class B Entity have executed and delivered this Agreement as of the date first written above. CSC PARENT CORPORATION By: /s/ James L. Dolan ------------------------------- Name: James L. Dolan Title: Chief Executive Officer TELE-COMMUNICATIONS, INC. By: /s/ Stephen M. Brett ------------------------------- Name: Stephen M. Brett Title: Executive Vice President CABLEVISION SYSTEMS CORPORATION By: /s/ James L. Dolan -------------------------------- Name: James L. Dolan Title: Chief Executive Officer 12 13 CHARLES F. DOLAN By: /s/ Charles F. Dolan -------------------------------- Name: Charles F. Dolan Title: Chairman CHARLES F. DOLAN 1997 GRANTOR RETAINED ANNUITY TRUST By: /s/ Charles F. Dolan ------------------------------- Name: Charles F. Dolan Title: Chairman DOLAN DESCENDANTS TRUST By: /s/ Paul J. Dolan -------------------------------- Name: Paul J. Dolan Title: Co-Trustee DOLAN PROGENY TRUST By: /s/ Paul J. Dolan -------------------------------- Name: Paul J. Dolan Title: Co-Trustee DOLAN GRANDCHILDREN TRUST By: /s/ Paul J. Dolan -------------------------------- Name: Paul J. Dolan Title: Co-Trustee 13 14 DOLAN SPOUSE TRUST By: /s/ Paul J. Dolan ------------------------------- Name: Paul J. Dolan Title: Co-Trustee DC KATHLEEN TRUST By: /s/ Paul J. Dolan ------------------------------- Name: Paul J. Dolan Title: Co-Trustee DC DEBORAH TRUST By: /s/ Mary S. Dolan ------------------------------- Name: Mary S. Dolan Title: Co-Trustee By: /s/ Deborah Ann Dolan ------------------------------- Name: Deborah Ann Dolan Title: Co-Trustee DC MARIANNE TRUST By: /s/ Marianne Dolan Weber ------------------------------- Name: Marianne Dolan Weber Title: Co-Trustee By: /s/ Matthew John Dolan ------------------------------- Name: Matthew John Dolan Title: Co-Trustee DC PATRICK TRUST By: /s/ Mary S. Dolan ------------------------------ Name: Mary S. Dolan Title: Co-Trustee 14 15 DC THOMAS TRUST By: /s/ Matthew John Dolan ------------------------------- Name: Matthew John Dolan Title: Co-Trustee DC JAMES TRUST By: /s/ Paul Joseph Dolan ------------------------------- Name: Paul Joseph Dolan Title: Co-Trustee CFD TRUST NO. 1 By: /s/ John MacPherson ------------------------------- Name: John MacPherson Title: Trustee CFD TRUST NO. 2 By: /s/ John MacPherson ------------------------------- Name: John MacPherson Title: Trustee CFD TRUST NO. 3 By: /s/ John MacPherson ------------------------------- Name: John MacPherson Title: Trustee 15 16 CFD TRUST NO. 4 By: /s/ John MacPherson ------------------------------- Name: John MacPherson Title: Trustee CFD TRUST NO. 5 By: /s/ John MacPherson ------------------------------- Name: John MacPherson Title: Trustee CFD TRUST NO. 6 By: /s/ John MacPherson ------------------------------- Name: John MacPherson Title: Trustee CFD TRUST NO. 10 By: /s/ John MacPherson ------------------------------- Name: John MacPherson Title: Trustee 16 17 Schedule 4 (Shares of the Class B Entities)
Entities Class B Shares - -------- -------------- Charles F. Dolan 4,859,281 Charles F. Dolan 1997 Grantor 1,240,000 Retained Annuity Trust Dolan Descendants Trust 413,625 Dolan Progeny Trust 513,625 Dolan Grandchildren Trust 307,625 Dolan Spouse Trust 52,945 DC Kathleen Trust 303,116 DC Deborah Trust 303,116 DC Marianne Trust 294,285 DC Patrick Trust 294,285 DC Thomas Trust 303,116 DC James Trust 303,116 CFD Trust No. 1 302,880 CFD Trust No. 2 302,880 CFD Trust No. 3 294,049 CFD Trust No. 4 294,049 CFD Trust No. 5 302,880 CFD Trust No. 6 302,880 CFD Trust No. 10 93,456
EX-99.2 3 POWER OF ATTORNEY 1 CUSIP No. 12686C-10-9 Exhibit 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints William A. Frewin, Jr., the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder and (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (together, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or 2 CUSIP No. 12686C-10-9 proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file the Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 13th day of February, 1995. Signature: /s/ Patrick Francis Dolan __________________________________ Patrick Francis Dolan CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated William A. Frewin, Jr. to execute and file on the undersigned's behalf all the Forms and Schedules (including any amendments thereto) that the undersigned may be required to file with the United States Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Cablevision Systems Corporation. The authority of William A. Frewin, Jr. under this Statement shall continue until the undersigned is no longer required to file the Forms and Schedules with regard to the undersigned's ownership of or 3 CUSIP No. 12686C-10-9 transactions in securities of Cablevision Systems Corporation, unless earlier revoked in writing. The undersigned acknowledges that William A. Frewin, Jr. is not assuming, nor is Cablevision Systems Corporation assuming, any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934. Signature: /s/ Patrick Francis Dolan _______________________________ Patrick Francis Dolan Dated as of February 13, 1995 -----END PRIVACY-ENHANCED MESSAGE-----