-----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, SW0vskfkhJQIUTHBk6RCFd238YSPxVkDmi81l5IK7RddNqdFkFWiV3NO7Ajxd8O2 Q2PUjcyPReG0nJoiyO8/oQ== 0001209191-10-008583.txt : 20100211 0001209191-10-008583.hdr.sgml : 20100211 20100211163449 ACCESSION NUMBER: 0001209191-10-008583 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100209 FILED AS OF DATE: 20100211 DATE AS OF CHANGE: 20100211 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Madison Square Garden, Inc. CENTRAL INDEX KEY: 0001469372 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 270624498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO PENN PLAZA CITY: NEW YORK STATE: NY ZIP: 10121 BUSINESS PHONE: (212)465-6000 MAIL ADDRESS: STREET 1: TWO PENN PLAZA CITY: NEW YORK STATE: NY ZIP: 10121 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: 001-34434 FILM NUMBER: 10592270 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: 001-34434 FILM NUMBER: 10592271 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 c96045_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-02-09 0001469372 Madison Square Garden, Inc. MSG 0001053112 CABLEVISION SYSTEMS CORP /NY 1111 STEWART AVENUE BETHPAGE NY 11714 0 0 1 1 See Remarks 0000784681 CSC HOLDINGS LLC 1111 STEWART AVENUE BETHPAGE NY 11714 0 0 1 1 See Remarks Madison Square Garden, Inc. Class A Common Stock 2010-02-09 4 J 0 61913882.25 D 0 D Madison Square Garden, Inc. Class B Common Stock 0 2010-02-09 4 J 0 13588562.75 D Madison Square Garden, Inc. Class A Common Stock 13588562.75 0 D Pursuant to the Amended and Restated Certificate of Incorporation of Madison Square Garden, Inc. ("MSG"), a Delaware corporation and a wholly-owned, indirect subsidiary of Cablevision Systems Corporation ("Cablevision"), a Delaware corporation, filed by MSG with the Secretary of the State of Delaware on February 5, 2010, each outstanding share of Common Stock of MSG was automatically converted into 61,913,882.25 fully-paid and nonassessable shares of Class A Common Stock of MSG and 13,588,562.75 fully-paid and nonassessable shares of Class B Common Stock of MSG (the "Recapitalization"). Immediately prior to the Recapitalization, Cablevision was the indirect owner of 6,000 shares of Common Stock of MSG 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 MSG were automatically converted into 61,913, 882.25 shares of Class A Common Stock of MSG and 13,588,562.75 shares of Class B Common Stock of MSG. On February 5, 2010, CSC distributed 61,913,882.25 shares of Class A Common Stock of MSG and 13,588,562.75 shares of Class B Common Stock of MSG 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 B461,913,882.25 shares of Class A Common Stock of MSG and 13,588,562.75 shares of Class B Common Stock of MSG. On February 9, 2010, 61,913,882.25 shares of Class A Common Stock of MSG and 13,588,562.75 shares of Class B Common Stock of MSG were distributed by Cablevision at 11:59 p.m. to enable Cablevision to effect the legal and structural separation of MSG from Cablevision by way of a pro rata dividend to its stockholders of one share of Class A Common Stock of MSG for every four shares of Cablevision NY Group Class A Common Stock and one share of Class B Common Stock of MSG 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 January 25, 2010 (the "Spin-off"). As a result of the CSC Distribution and the Spin-off, Cablevision and CSC no longer beneficially own any shares of MSG 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 MSG. Class B Common Stock is convertible at the option of the holder one for one into Class A Common Stock of MSG. This Form 4 is being filed in connection with the Securities and Exchange Commission's declaration of effectiveness of the Registration Statement on Form 10 of Madison Square Garden, Inc. ("MSG") which describes the planned distribution by Cablevision to its stockholders of all common stock of MSG. By: /s/ Victoria D. Salhus, Senior Vice President, Deputy General Counsel and Secretary of Cablevision Systems Corporation 2010-02-11 By: /s/ Victoria D. Salhus, Senior Vice President, Deputy General Counsel and Secretary of CSC Holdings, LLC 2010-02-11 -----END PRIVACY-ENHANCED MESSAGE-----