-----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, IhK+t7BwM1RfUKkHXJzbuUye/4sitJnhKcIxyAw7D1sxpWTxY8Q82x25IoX6KZD/ S+43VG9ZrrNeFYR61vhUSA== 0000950123-95-003452.txt : 19951121 0000950123-95-003452.hdr.sgml : 19951121 ACCESSION NUMBER: 0000950123-95-003452 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951120 SROS: AMEX 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: 95595101 BUSINESS ADDRESS: STREET 1: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5163648450 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOLAN FAMILY FOUNDATION CENTRAL INDEX KEY: 0001003549 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5163648450 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* 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) OCTOBER 23, 1995 (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 / /. Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) 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. 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 11 Pages 2 CUSIP No. 12686C-10-9 13D (1) Names of Reporting Persons S.S. or I.R.S. Identifica- tion Nos. of Above Persons Dolan Family Foundation IRS: 11-2854653 ________________________________________________________________________________ (2) Check the Appropriate Box (a) ____________________________ if a Member of a Group (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 New York ________________________________________________________________________________ Number of Shares (7) Sole Voting Power 271,150 Beneficially Owned ---------------------------------------------------------- by Each Reporting (8) Shared Voting Power 0 Person With ---------------------------------------------------------- (9) Sole Dispositive Power 271,150 ---------------------------------------------------------- (10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 271,150 ________________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ________________________________________________________________________________ (13) Percent of Class Represented by Amount in Row 11 2.2% ________________________________________________________________________________ (14) Type of Reporting Person 00 Page 2 of 11 Pages 3 CUSIP No. 12686C-10-9 13D CONTINUATION PAGES OF AMENDMENT NO. 2 TO SCHEDULE 13D FILED BY THE DOLAN FAMILY FOUNDATION This Amendment No. 2 to the Schedule 13D, dated March 16, 1988, as amended by Amendment No. 1 thereto, dated May 7, 1990 (as so amended, the "Schedule 13D"), previously filed by the Dolan Family Foundation, a New York not-for-profit corporation (the "Foundation"), is being filed in connection with changes in the Foundation's beneficial ownership of the stock of Cablevision Systems Corporation, a Delaware corporation (the "Company"), resulting from certain dispositions by gift by the Foundation of shares of Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock"). In addition, in accordance with Rule 101(a)(2)(ii) of Securities and Exchange Commission Regulation S-T, this Amendment No. 2 restates the Schedule 13D. Item 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is the Class A Common Stock. The address of the principal executive offices of the Company is One Media Crossways, Woodbury, New York 11797. Item 2. IDENTITY AND BACKGROUND. (a) The name of the person filing this statement is the Dolan Family Foundation. (b) The principal office of the Foundation is One Media Crossways, Woodbury, New York 11797. (c) The principal business of the Foundation is to make grants to tax-exempt organizations. The Foundation currently makes grants to organizations that conduct research for the cure of disease, are engaged in religious activities, operate educational institutions, and provide shelter and care for the poor. (d) Schedule A attached to this statement and incorporated by reference herein sets forth the name and residence or business address of each Member (as defined herein) and Director of the Foundation, such Member or Director's present principal occupation or employment and the Page 3 of 11 Pages 4 CUSIP No. 12686C-10-9 13D name, principal business and address of any corporation or other organization in which such employment is conducted. (e) Neither the Foundation nor any Member or Director thereof has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither the Foundation nor any Member or Director thereof has, 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. (f) The Foundation is a New York not-for-profit corporation. All of its Directors and Members are United States citizens. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Class A Common Stock held by the Foundation was not acquired by purchase. On December 26, 1986, Charles F. Dolan entered into an irrevocable trust agreement (the "Trust Agreement") among himself as settlor and himself and Helen A. Dolan, his wife ("Mrs. Dolan"), as trustees, creating a charitable trust (the "Trust"), which was the predecessor of the Foundation. In accordance with the Trust Agreement, on December 31, 1986, Mr. Dolan contributed to the Trust 780,000 shares of Class A Common Stock, having a fair market value at that date of $13,573,219. A copy of the Trust Agreement is attached as Exhibit I to the Foundation's original Schedule 13D, dated March 16, 1988 and is incorporated herein by reference. On January 16, 1987, Mr. Dolan formed the Foundation as a New York not-for-profit corporation in order to administer and control the affairs and property and to carry out the uses, objects and purposes of the Trust. On November 30, 1987, all of the assets, trust estate activities and commitments of the Trust were transferred to the Foundation. Effective that date, the trustees terminated the Trust and ceased its separate legal existence. All former activities of the Trust were thereupon carried on by the Foundation. Page 4 of 11 Pages 5 CUSIP No. 12686C-10-9 13D Item 4. PURPOSE OF TRANSACTION. The purpose of the transactions set forth in Item 3 was to provide the endowment through which the Foundation could carry out its charitable activities. Though the Foundation's primary intention is to maintain an endowment fund and distribute income generated by the endowment fund to support its activities, in the event such fund does not generate income sufficient to meet planned distributions and grants, then the Foundation either uses current year contributions or liquidates portions of such fund to meet these commitments. In addition, subject to certain adjustments, each year the Foundation is required to make qualifying distributions -- generally, distributions to publicly supported charitable organizations -- in an amount equal to at least five percent of the aggregate fair market value of the Foundation's assets. Subject to certain exceptions, the Foundation is required to make such distributions within one year after the close of each of its taxable years. Except as set forth above, the Foundation has no plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number of term of directors or to fill any vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its Page 5 of 11 Pages 6 CUSIP No. 12686C-10-9 13D investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company 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 Company 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. Item 5. INTEREST IN SECURITIES OF THE ISSUER. The Foundation (i) owns directly and has the sole power to vote or to direct the vote of and to dispose of or to direct the disposition of 271,150 shares of Class A Common Stock and (ii) for purposes of Schedule 13D, is deemed to own beneficially 271,150 shares of Class A Common Stock, representing, as of November 2, 1995, approximately 2.2% of the outstanding shares of Class A Common Stock. During the past 60 days, the Foundation gifted shares of Class A Common Stock to certain organizations in the following amounts:
Month Shares ----- ------ October 19, 1995 900 October 23, 1995 450
Each of the foregoing gifts by the Foundation was in an amount of shares constituting less than one percent of the outstanding shares of Class A Common Stock. The Foundation has ceased to be the beneficial owner of more than five percent of Class A Common Stock. Page 6 of 11 Pages 7 CUSIP No. 12686C-10-9 13D Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Article TENTH of the Certificate of Incorporation of the Foundation requires that, in any taxable year in which the Foundation is a private foundation as described in Section 509(a) of the Code, the Foundation shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Code; and the Foundation shall not (i) engage in any act of self-dealing as defined in Section 49419(d) of the Code; (ii) retain any excess business holdings as defined in Section 4943(c) of the Code; (iii) make any investments in such manner as to subject the Foundation to tax under Section 4944 of the Code; or (iv) make any taxable expenditures as defined in Section 4945(d) of the Code. Additionally, under Article III, Section 1 of the Foundation's By-Laws, members of the Foundation (the "Members") consist of Mr. and Mrs. Dolan and those persons who are, from time to time, elected to be Members of the Foundation by majority vote of the Members. Under Article IV, Section 2 of the Foundation's By-Laws, the Members elect the Directors of the Foundation, giving the Members ultimate control over the Foundation and its assets. A copy of the Certificate of Incorporation and By-Laws of the Corporation are attached to the Foundation's original Schedule 13D filed on March 16, 1988, as Exhibits 2 and 3 thereto, respectively, and are incorporated by reference herein. Mr. Dolan, a Member, controls or shares control of the vote of an additional 13,500 shares of Class A Common Stock and 2,346,281 shares of Class B Common Stock, par value $.01 per share, of the Company (the "Class B Common Stock", and together with the Class A Common Stock, the "Common Stock"), which is convertible into Class A Common Stock on a share-for-share basis. Mrs. Dolan, the other Member, shares control of the vote of an additional 5,000 shares of Class A Common Stock and, as co-trustee of the Charles F. Dolan 1994 Grantor Retained Annuity Trust, a trust established by Mr. Dolan for estate planning purposes on December 31, 1994, of an additional 4,000,000 shares of Class B Common Stock. In addition, pursuant to the terms of the Charles F. Dolan Charitable Remainder Trust, a trust established by Page 7 of 11 Pages 8 CUSIP No. 12686C-10-9 13D Mr. Dolan also for estate planning purposes on December 30, 1994, upon the death of the survivor of Mr. and Mrs. Dolan, the Foundation could receive distributions of shares of Common Stock. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Trust Agreement, dated December 26, 1986, among Charles F. Dolan, Settlor, and Charles F. Dolan and Helen A. Dolan, Trustees. (This Exhibit can be found as Exhibit 1 to the Foundation's original Schedule 13D, dated March 16, 1988, and is incorporated herein by reference.) Exhibit 2 - Certificate of Incorporation of the Dolan Family Foundation, as filed on January 16, 1987. (This Exhibit can be found as Exhibit 2 to the Foundation's original Schedule 13D, dated March 16, 1988, and is incorporated herein by reference.) Exhibit 3 - By-Laws of the Dolan Family Foundation. (This Exhibit can be found as Exhibit 3 to the Foundation's original Schedule 13D, dated March 16, 1988, and is incorporated herein by reference.) Page 8 of 11 Pages 9 CUSIP No. 12686C-10-9 13D 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: November 20, 1995 Signature: /s/ William A. Frewin, Jr. ----------------------------------- Name/Title: William A. Frewin, Jr. Vice President Page 9 of 11 Pages 10 SCHEDULE A MEMBERS AND DIRECTORS OF THE DOLAN FAMILY FOUNDATION (CORPORATION)
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, RESIDENCE BUSINESS AND ADDRESS MEMBER OR BUSINESS WHERE EMPLOYMENT NAME ADDRESS CONDUCTED --------------------- ---------------------------- ----------------------------------------- Charles F. Dolan One Media Crossways, Chairman and a Director of Cablevision Woodbury, New York 11797 Systems Corporation, One Media Crossways, Woodbury, New York 11797, which owns and operates cable television systems and produces and distributes cable programming through a subsidiary ("Cablevision"). Helen A. Dolan 119 Cove Neck Road Not Employed. Oyster Bay, New York 11771
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, RESIDENCE BUSINESS AND ADDRESS DIRECTOR OR BUSINESS WHERE EMPLOYMENT NAME ADDRESS CONDUCTED --------------------- ---------------------------- ----------------------------------------- Marianne Dolan Weber One Media Crossways, President, The Foundation, One Media Director/Executive Woodbury, New York 11797 Crossways, Woodbury, New York 11797 Director
Page 10 of 11 Pages 11 SCHEDULE A
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, RESIDENCE BUSINESS AND ADDRESS DIRECTOR OR BUSINESS WHERE EMPLOYMENT NAME ADDRESS CONDUCTED --------------------- ---------------------------- ----------------------------------------- Deborah Dolan-Sweeney 59 Harbor Road, President, Sagamore Farms, Inc., which Director Oyster Bay, New York 11771 raises and exhibits jumping horses, located at 50 Sandy Hill Road, Oyster Bay, New York 11771 Kathleen Dolan 2 Bartlett Avenue, Student; freelance teacher, 2 Bartlett Director Belmont, Avenue, Belmont, Massachusetts 02178 Massachusetts, 02178 James Dolan One Media Crossways Chief Executive Officer and a Director, Director Woodbury, New York 11797 Cablevision Thomas Dolan One Media Crossways Vice President and Chief Information Director Woodbury, New York 11797 Officer, Cablevision Patrick Dolan One Media Crossways News Director, News 12, One Media Director Woodbury, New York 11797 Crossways, Woodbury, New York 11797, and a Director, Cablevision
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