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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Cablevision Systems Corporation
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
12686C-10-9
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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).
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CUSIP No. 12686C-10-9 13G
1 NAME OF REPORTING PERSON John MacPherson, individually
and as Trustee for the Trusts
listed in Exhibit A
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5. SOLE VOTING POWER
NUMBER OF 7,725,896
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 7,725,896
WITH --------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,725,896
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
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12. TYPE OF REPORTING PERSON
IN
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CUSIP No. 12686C-10-9 13G
CONTINUATION PAGES OF AMENDMENT NO. 5 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
200 Crossways Drive
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)
or (c), check whether the person filing is a:
Not Applicable.
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CUSIP No. 12686C-10-9 13G
Item 4. Ownership
(a) Amount Beneficially Owned
7,725,896 (as of December 31, 1998)
Total number of shares owned as of December 31, 1998 reflects,
among other things, shares received as the result of 2-for-1
stock splits on March 30, 1998 and August 21, 1998.
(b) Percent of Class:
5.1% (as of December 31, 1998)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 7,725,896
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
7,725,896
(iv) shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ]:
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.
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CUSIP No. 12686C-10-9 13G
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable because the statement is filed pursuant to Rule
13d-1(d).
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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 16, 1999
Signature: /s/ John MacPherson
By William A. Frewin, Jr., as
attorney-in-fact
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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
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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, 1998, the CFD Trust No. 10 owned 152,000 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, 1998, the Trusts owned, in the aggregate, 7,560,296 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. Also, as of December 31, 1998, Mr. MacPherson and his
wife, Dorothy MacPherson, owned directly 13,600 shares of Class A Common Stock
of the Issuer.
The following table lists each Trust's name and its current
beneficiary:
<TABLE>
<CAPTION>
Name of Trust Current Beneficiary
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<S> <C>
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
</TABLE>
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
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CUSIP No. 12686C-10-9 13G
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.
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.
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