-----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, DU9Ia5lRwJuUHpRe/cD4w4jDGHFaTXYpAkKAhOi2u436HpOTUZennJM3v8V0yJHk ElRmulPYAWyo9ACRQR3BcQ== 0000950123-98-001585.txt : 19980218 0000950123-98-001585.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950123-98-001585 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980217 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 13G/A SEC ACT: SEC FILE NUMBER: 005-38081 FILM NUMBER: 98542533 BUSINESS ADDRESS: STREET 1: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5163648450 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACPHERSON JOHN CENTRAL INDEX KEY: 0001007658 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 294059067 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SPORTSCHANNEL NY STREET 2: 200 CROSSWAYS DR CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5163643650 MAIL ADDRESS: STREET 1: C/O WILLIAM A FREWIN JR STREET 2: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 SC 13G/A 1 AMENDMENT NO. 4 TO A SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* 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) *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 the disclosure provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 10 2 CUSIP No. 12686C-10-9 13G 1. Names of Reporting Persons John MacPherson, individually or I.R.S. Identifica- and as Trustee for the tion Nos. of Above Persons Trusts listed in Exhibit A SS: ###-##-#### - -------------------------------------------------------------------------------- 2. Check the Appropriate Box (a) if a Member of a Group (b) - -------------------------------------------------------------------------------- 3. S.E.C. Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of U.S.A. Organization - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power Beneficially 1,931,074 Owned by Each Reporting -------------------------------------- Person With (6) Shared Voting Power 0 -------------------------------------- (7) Sole Dispositive Power 1,931,074 -------------------------------------- (8) Shared Dispositive Power 0 -------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,931,074 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row 9 12.2% - -------------------------------------------------------------------------------- 12. Type of Reporting Person IN - -------------------------------------------------------------------------------- Page 2 of 10 3 CUSIP No. 12686C-10-9 13G CONTINUATION PAGES OF AMENDMENT NO. 4 TO SCHEDULE 13G FILED BY JOHN MACPHERSON, INDIVIDUALLY AND AS TRUSTEE Item 1(a) Name of Issuer: Cablevision Systems Corporation Item 1(b) Address of Issuer's Principal Executive Offices: One Media Crossways Woodbury, New York 11797 Item 2(a) Name of Person Filing: John MacPherson, individually and as Trustee for the Trusts listed on Exhibit A. Item 2(b) Address of Principal Business Office: c/o Cablevision Systems Corporation One Media Crossways Woodbury, New York 11797 Item 2(c) Citizenship: U.S.A. Item 2(d) Title of Class of Securities: Class A Common Stock Item 2(e) CUSIP Number: 12686C-10-9 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: Not Applicable. Page 3 of 10 4 CUSIP No. 12686C-10-9 13G Item 4. Ownership (a) Amount Beneficially Owned 1,931,074 (as of December 31, 1997) (b) Percent of Class: 12.2% (as of December 31, 1997) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,931,074 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,931,074 (iv) shared power to dispose or to direct the dis- position of: 0 On June 6, 1997, Cablevision Systems Corporation, a Delaware corporation ("Issuer"), entered into a Contribution and Merger Agreement (as amended and restated, 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 Issuer ("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 Issuer, with Issuer as the surviving corporation, and the conversion in the merger of outstanding shares of Issuer's 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, or assets constituting, specified cable television systems in exchange for shares of Class A Common Stock of Parent. Issuer'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 Page 4 of 10 5 CUSIP No. 12686C-10-9 13G will be renamed Cablevision Systems Corporation. As a result of the transactions contemplated by the Contribution and Merger Agreement, existing common shareholders of Issuer will become common shareholders of Parent, which will be a new publicly traded company that will own Issuer and, separately, the Contributed Entities. Shareholders of Issuer having a majority of Issuer'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., Issuer, 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, (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 Page 5 of 10 6 CUSIP No. 12686C-10-9 13G 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. Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Exhibit A. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable because the statement is filed pursuant to Rule 13d-1(c). Page 6 of 10 7 CUSIP No. 12686C-10-9 13G 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: February 12, 1998 Signature: /s/ John MacPherson By William A. Frewin, Jr., as attorney-in-fact --------------------------------- Name/Title: John MacPherson, individually and as Trustee of each of the following Trusts: CFD Trust No. 1 CFD Trust No. 2 CFD Trust No. 3 CFD Trust No. 4 CFD Trust No. 5 CFD Trust No. 6 CFD Trust No. 10 By William A. Frewin, Jr., as attorney-in-fact Page 7 of 10 EX-99.A 2 OWNER OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON 1 CUSIP No. 12686C-10-9 13G Exhibit A John MacPherson ("Mr. MacPherson" or the "Trustee") is currently the trustee of each trust listed in the table below (the "Trusts"). As of December 31, 1997, the CFD Trust No. 10 owned 38,000 shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of Cablevision Systems Corporation, a Delaware corporation (the "Issuer"). In addition, as of December 31, 1997, the Trusts owned, in the aggregate, 1,890,074 shares of Class B Common Stock, par value $.01 per share (the "Class B Common Stock") of the Issuer. Class B Common Stock of the Issuer is convertible at the option of the holder share for share into Class A Common Stock of the Issuer. Mr. MacPherson does not have an economic interest in such shares, but, as the Trustee of the Trusts, does have the power to vote and dispose of such shares. Under certain rules of the Securities and Exchange Commission, so long as Mr. MacPherson retains such powers, he is deemed to have beneficial ownership thereof for purposes of Schedule 13G reporting. In addition, as of December 31, 1997, Mr. MacPherson and his wife, Dorothy MacPherson, owned directly 3,000 shares of Class A Common Stock of the Issuer. The following table lists each Trust's name and its current beneficiary: Name of Trust Current Beneficiary - ------------- ------------------- CFD Trust No. 1 Kathleen Dolan CFD Trust No. 2 Deborah Dolan CFD Trust No. 3 Marianne Dolan CFD Trust No. 4 Patrick Dolan CFD Trust No. 5 Thomas Dolan CFD Trust No. 6 James Dolan CFD Trust No. 10 Marie Atwood Page 8 of 10 2 CUSIP No. 12686C-10-9 13G CFD Trust No. 1 - CFD Trust No. 6 For each of the CFD Trust No. 1, CFD Trust No. 2, CFD Trust No. 3, CFD Trust No. 4, CFD Trust No. 5 and CFD Trust No. 6 (collectively, the "CFD Trusts 1-6"), distributions of income and principal can be made in the Trustee's discretion to the person shown as the current beneficiary of each CFD Trust 1-6 in the above table (the "Current Beneficiary"). The Current Beneficiary has a power during his or her life to appoint all or part of the relevant CFD Trust 1-6 to or for the benefit of one or more of the Current Beneficiary's descendants. Upon the death of the Current Beneficiary, the relevant CFD Trust 1-6, if not previously terminated, will pass as appointed by the Current Beneficiary to or for the benefit of one or more of the Current Beneficiary's 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. CFD Trust No. 10 For the CFD Trust No. 10, distributions of income and principal can be made in the Trustee's discretion to Marie Atwood (the "Current Beneficiary"). The Current Beneficiary has a power during her life to appoint all or part of the CFD Trust No. 10 to or for the benefit of one or more of her descendants. Upon the death of the Current Beneficiary, the CFD Trust No. 10, if not previously terminated, will pass as appointed by the Current Beneficiary to or for the benefit of one or more of her descendants. Any unappointed portion of the CFD Trust No. 10 will pass, in further trust, per stirpes to the Current Beneficiary's then living descendants, or if none, among the Current Beneficiary's heirs-at-law. The spouse of the Current Beneficiary, if he survives the Current Beneficiary, as a power during his life and upon his death to appoint all or part of any such continuing trusts to or for the benefit of one or more of the Current Beneficiary's descendants. Page 9 of 10 3 CUSIP No. 12686C-10-9 13G Beneficial Ownership of the Beneficiaries No individual beneficiary of any Trust can be said to have a present beneficial interest in any Trust of greater than five percent of the Class A Common Stock because the Trustee has the sole discretion to distribute or accumulate the income from a Trust and the sole discretion to distribute the principal of a Trust to the Current Beneficiary. Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----