UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CLEARVIEW CINEMA GROUP, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
185070-10-9
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(CUSIP Number)
Robert D. Lister, General Counsel and Secretary, Clearview Cinema Group, Inc.
97 Main Street, Chatham NJ 07928 (973) 377-4646
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 1998
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(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 [ ].
The information required on 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 that section of the Act
but shall be subject to all other provisions of the Act.
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Page 2 of 13 pages
CUSIP Number 185070-10-9
1. NAME OF REPORTING PERSON A. Dale Mayo
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER OF 7. SOLE VOTING POWER 876,802
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 316,000
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 876,802
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.0%
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14. TYPE OF REPORTING PERSON IN
--
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Page 3 of 13 pages
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") amends and restates in its
entirety the Statement on Schedule 13D (this "Schedule 13D") filed on December
22, 1997, relating to the Common Stock, par value $.01 per share ("Clearview
Common Stock"), of Clearview Cinema Group, Inc., a Delaware corporation ("the
Company" or "Clearview"). The principal executive offices of the Company are
located at 97 Main Street, Chatham, New Jersey 07928.
Item 2. Identity and Background.
This Amendment No. 1 is being filed by A. Dale Mayo ("Mr. Mayo"), whose address
is 97 Main Street, Chatham, New Jersey 07928. Mr. Mayo is the Chairman of the
Board, President and Chief Executive Officer of the Company at the address
reported in Item 1.
During the five years immediately prior to the date of this Schedule
13D, Mr. Mayo has not been convicted of a criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding become subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state or securities laws or finding any violation with respect to
such laws.
Mr. Mayo is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Mayo is the record owner of 316,000 shares of Clearview Common
Stock. Such shares were principally acquired by Mr. Mayo pursuant to a
Contribution and Exchange Agreement dated December 21, 1994, in exchange for Mr.
Mayo's outstanding shares of capital stock of Clearview Theater Group, Inc., CCC
Madison Triple Cinema Corp., CCC Chester Twin Cinema Corporation and CCC
Manasquan Cinema Corporation and other consideration.
Additionally, Mr. Mayo may be deemed to be a beneficial owner of
560,802 shares of Clearview Common Stock by means of several voting trust
agreements (collectively, the "Voting Trust Agreements") for which Mr. Mayo is
the trustee (the "Trustee"). Copies of the Voting Trust Agreements are attached
hereto as Exhibits 9.01 through 9.12 and incorporated by reference herein in
their entirety. Under the Voting Trust Agreements, Mr. Mayo has the right to
exercise all voting rights with respect to such shares of Clearview Common Stock
for a period of 20 years or until they are sold in a public offering under the
Securities Act of 1933, as amended (the "Securities Act") or in accordance with
Rule 144 under the Securities Act. Mr. Mayo has no investment or dispositive
power over any such Shares.
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Page 4 of 13 pages
All 316,000 shares of Clearview Common Stock of which Mr. Mayo is
the record owner and 364,800 shares of which Mr. Mayo may be deemed to be a
beneficial owner, were acquired prior to August 12, 1997, the date on which the
Company's registration statement under the Securities Exchange Act of 1934, as
amended, became effective. On November 21, 1997, December 12, 1997, February 13,
1998, and April 30, 1998, the Company and its subsidiaries acquired separate
movie theater businesses in which the Company issued 41,797, 62,500, 14,782, and
76,923 shares of Clearview Common Stock, respectively, pursuant to which Mr.
Mayo may be deemed to be a beneficial owner of such shares under the Voting
Trust Agreements, described in Items 5 and 6 below.
Item 4. Purpose of Transaction.
The shares of Clearview Common Stock directly owned by Mr. Mayo are
held for investment purposes. Mr. Mayo has obtained voting power over the shares
of Clearview Common Stock pursuant to the Voting Trust Agreements in order to
enhance stability of management of the Company. Mr. Mayo may enter into similar
Voting Trust Agreements in connection with any future acquisitions of businesses
by the Company.
On August 13, 1998, the Company announced that it had entered into
an Agreement and Plan of Merger dated August 12, 1998 (the "Merger Agreement")
among Cablevision Systems Corporation, a Delaware corporation ("Cablevision"),
CCG Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of
Cablevision ("CCG Holdings") and the Company, upon the terms and subject to the
conditions of which the Company will be merged (the "Merger") with CCG Holdings,
and the surviving corporation in the Merger (the "Surviving Corporation") will
be a wholly-owned subsidiary of Cablevision. The Merger Agreement further
provides that the directors of CCG Holdings will be the directors of the
Surviving Corporation until their successors have been duly elected or appointed
and qualified or until their earlier death, resignation or removal in accordance
with the charter and the by-laws of the Surviving Corporation, and the officers
of the Company will be the officers of the Surviving Corporation until their
successors have been duly elected or appointed and qualified or until their
earlier death, resignation or removal in accordance with the charter and the
by-laws of the Surviving Corporation. Subject to certain allocation and
proration provisions contained in Article IV of the Merger Agreement, the Merger
Agreement provides, among other things, that at the Effective Time (as defined
in the Merger Agreement), the holders of Clearview Common Stock, Class A
Preferred Stock, $.01par value per share ("Class A Preferred Shares"), Class B
Nonvoting Redeemable Cumulative Preferred Stock, $.01 par value per share
("Class B Preferred Shares") and Class C Preferred Stock, $.01 par value per
share ("Class C Preferred Shares" and, together with the Class A Preferred
Shares and Class B Preferred Shares, the "Preferred Shares" and, together with
the Clearview Common Stock, the "Company Securities") of the Company shall be
converted into, and become exchangeable for, at the option of the holder
thereof, the applicable Security Cash Consideration or, other than in respect of
Class B Preferred Shares, Security Share Consideration (each as defined in the
Merger Agreement); PROVIDED, HOWEVER, that if the Average Parent Share Price (as
defined in the Merger Agreement) is less than $72.00, the Company Securities
shall be converted into and only be exchangeable for the applicable Security
Cash
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Page 5 of 13 pages
Consideration. The Merger Agreement is attached hereto as Exhibit 2.01 and is
incorporated by reference herein in its entirety.
The Clearview Common Stock and the Class A Preferred Shares are the
only classes of the Company's securities generally entitled to vote at meetings
of stockholders of the Company. Pursuant to Section 251 of the Delaware General
Corporation Law and the Company's certificate of incorporation, the Merger may
not be consummated unless the Merger Agreement is approved by a majority of the
votes that could be cast by the holders of the outstanding Clearview Common
Stock and Class A Preferred Shares, voting together as a single class at a
meeting of such stockholders called to consider and vote upon adoption of the
Merger Agreement (the "Stockholders Meeting"). At any meeting of the Company's
stockholders, Class A Preferred Shares are entitled to a number of votes equal
to the number of shares of Clearview Common Stock into which such Class A
Preferred Shares are convertible as of the record date for such meeting.
Contemporaneously with the execution and delivery of the Merger Agreement, and
as a condition and inducement to Cablevision's and CCG Holdings' willingness to
enter into the Merger Agreement, certain holders (the "Stockholders") of Company
Securities and warrants to purchase shares of Clearview Common Stock ("Warrants"
and together with Company Securities, "Securities") entered into an agreement
(the "Stockholders Agreement") with Cablevision pursuant to which such
Stockholders have agreed, among other things, to vote in favor of adoption of
the Merger Agreement. The Stockholders Agreement is attached hereto as Exhibit
2.02 and incorporated by reference herein in its entirety. The Stockholders
Agreement will terminate upon the earliest to occur of (i) the Effective Time or
(ii) the termination of the Merger Agreement in accordance with its terms. A.
Dale Mayo, President and Chief Executive Officer of the Company, has entered
into the Stockholders Agreement both individually and as voting trustee with
respect to certain of the Voting Trust Agreements. As to the 560,802 shares of
Clearview Common Stock subject to the Voting Trust Agreements for which Mr. Mayo
has voting power, Mr. Mayo has entered into the Stockholders Agreement with
respect to 457,582 of such shares of Clearview Common Stock. The beneficial
owners of such 457,582 shares of Clearview Common Stock also are parties to the
Stockholders Agreement. The remaining shares of Clearview Common Stock subject
to the Voting Trust Agreements are not subject to the Stockholders Agreement.
Pursuant to the Stockholders Agreement, each Stockholder has agreed
to vote all of such Securities owned and New Securities (as defined in the
Stockholders Agreement) thereafter beneficially acquired by him (i) in favor of
the adoption of the Merger Agreement (and each other action and transaction
contemplated by the Merger Agreement and the Stockholders Agreement) at every
meeting of the stockholders of the Company at which such matters are considered
and at every adjournment thereof, and (ii) against any action or proposal that
would compete with or could serve to materially compete or interfere with,
delay, discourage, adversely affect or inhibit the timely consummation of the
Merger. Pursuant to the Stockholders Agreement, to the extent such rights arise
as a result of the Merger, the execution of the Stockholders Agreement or the
Merger Agreement or the other transactions contemplated by the Stockholders
Agreement or by the Merger Agreement under the applicable law or the
certificates of designation relating to the Preferred Shares (each, a
"Certificate of Designation"), each Stockholder also agreed to irrevocably waive
certain rights arising as a result of the Merger,
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Page 6 of 13 pages
including (i) any rights of appraisal or rights to dissent from the Merger; (ii)
any rights to cause the Company or Cablevision to exercise, convert or exchange
any of such Stockholder's Securities (as defined in the Stockholders Agreement)
for shares of capital stock or other securities or property or assets of
Cablevision or the Company other than pursuant to Article IV of the Merger
Agreement, the Stockholders Agreement or with the prior written consent of
Cablevision; (iii) any rights to require or otherwise cause the Company or
Cablevision to redeem any such Stockholder's Preferred Shares; (iv) any rights
to receive preferential payments or other distributions upon a Liquidation
Event, Mandatory Redemption Event (each as defined in applicable Certificate of
Designation in respect to the Company's Preferred Shares) or other similar
events; or (v) any rights to vote separately as a class of Preferred Shares upon
adoption of the Merger Agreement at a meeting of stockholders of the Company. In
addition, each of such Stockholders has agreed that pursuant to the Merger, at
the Effective Time, all of such Stockholder's Securities shall no longer be
outstanding, shall be canceled and retired and shall cease to exist, and each
certificate representing any such Stockholder's Securities shall, subject to the
terms and upon the conditions of the Merger Agreement, thereafter represent only
the right to receive the applicable Merger Consideration (as defined in the
Merger Agreement) and the right, if any, to receive pursuant to Section 4.2(e)
of the Merger Agreement, cash in lieu of any fractional shares of Class A Common
Stock, par value $.01 per share, of Cablevision into which such Stockholder's
Securities otherwise would have been converted pursuant to Section 4.1(a) of the
Merger Agreement and any distribution or dividend pursuant to Section 4.2(c) of
the Merger Agreement.
Further, each such Stockholder that beneficially owns Warrants has
severally agreed pursuant to the Stockholders Agreement that upon the written
notice of Cablevision delivered to such Stockholder, such Stockholder will, at
the option and direction of Cablevision set forth in such notice, complete and
provide to the Company the appropriate notice of exercise with respect to such
Stockholder's Warrants and pay the applicable exercise price for such Warrants,
it being understood and agreed that such Stockholder shall only exercise such
number of Warrants as will be required for such Stockholder to acquire the
number of shares of Clearview Common Stock specified in Cablevision's notice.
Such Stockholder shall cause such exercise to become effective such that such
Stockholder is the record holder of the Clearview Common Stock issuable upon
exercise of such Warrants prior to the record date for the Stockholders Meeting.
Each of the Stockholders has severally agreed that in the event (i) any stock
dividend, stock split, recapitalization, reclassification, combination or
exchange of shares of capital stock of the Company on, of or affecting the
Securities of a Stockholder, (ii) such Stockholder purchases or otherwise
acquires beneficial ownership of any Company Securities after the execution of
the Stockholders Agreement, (iii) such Stockholder voluntarily acquires the
right to vote or share in the voting of any Company Securities other than such
Stockholder's Securities, or (iv) such Stockholder converts any Convertible
Preferred Shares (as defined in the Stockholders Agreement) or exercises any
Warrants beneficially owned by such Stockholder into Clearview Common Stock,
whether pursuant to Section 7 of the Stockholders Agreement or otherwise
(Company Securities beneficially acquired pursuant to (i), (ii), (iii) or (iv)
being collectively referred to as "New Securities"), such New Securities shall
be subject to the terms of the Stockholders Agreement to the same extent as if
they constituted Securities. The Stockholders
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Page 7 of 13 pages
Agreement does not require any Stockholder that owns Convertible Preferred
Shares to convert such Convertible Preferred Shares into Clearview Common Stock.
As of August 11, 1998, there were 2,304,802 shares of Clearview
Common Stock outstanding and the 779 Class A Preferred Shares outstanding (owned
by a Stockholder party to the Stockholders Agreement) that are presently
convertible into 467,400 shares of Clearview Common Stock. Warrants held by
Stockholders party to the Stockholders Agreement are currently exerciseable for
100,000 shares of Clearview Common Stock. Assuming no other outstanding
warrants, options, Preferred Shares or other similar securities of the Company
were exercised or converted into shares of Clearview Common Stock, Stockholders
party to the Stockholders Agreement and obligated thereby to vote in favor of
the adoption of the Merger Agreement would have the right to cast approximately
56.3% of the votes that could be cast on such proposal. As at the date hereof,
Cablevision beneficially owns 47.8% of the Clearview Common Stock.
In addition to the transaction described above, Mr. Mayo expects to
have continually under consideration, in the performance of his duties as
Chairman of the Board, President and Chief Executive Officer of the Company,
various plans or proposals which may relate to or might result in one or more of
the matters described in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. Any such plans or proposals, however, would be subject to
consideration and approval by the Board of Directors of Clearview.
Item 5. Interest in Securities of the Issuer.
(a)-(b) At the date of this Amendment No. 1, 876,802 shares of
Clearview Common Stock in the aggregate are beneficially owned by Mr. Mayo,
representing approximately 38.0% of the total number of the issued and
outstanding shares of Clearview Common Stock (based upon information contained
in the Company's Form 10-Q Quarterly Report for the quarter ended June 30,
1998). Of such 876,802 shares of Clearview Common Stock, Mr. Mayo has sole
voting power with respect to all such shares (approximately 38.0% of the
outstanding shares) and sole dispositive power with respect to 316,000 shares of
Clearview Common Stock (approximately 13.7% of the outstanding shares of
Clearview Common Stock).
As of the date of this Amendment No. 1, Mr. Mayo holds an option to
purchase 50,000 shares of Clearview Common Stock granted by the Company pursuant
to the Company's 1997 Stock Incentive Plan. Such shares have not been included
elsewhere in this Amendment No. 1 due to restrictions which would generally
prohibit the exercise of such options within 60 days after the date of this
Amendment No. 1.
(c) On November 21, 1997, Mr. Mayo may be deemed to have become a
beneficial owner of 41,797 shares of Clearview Common Stock (approximately 1.8%
of the outstanding shares of Clearview Common Stock) pursuant to the execution
of a Voting Trust Agreement between Mr. Mayo and F&N Cinema, Inc. and Roxbury
Cinema, Inc. entered into in connection with the acquisition of F&N Cinema and
Roxbury Cinema by the Company.
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Page 8 of 13 pages
On December 12, 1997, Mr. Mayo may be deemed to have become a
beneficial owner of 62,500 shares of Clearview Common Stock (approximately 2.7%
of the outstanding shares of Clearview Common Stock) pursuant to the execution
of a Voting Trust Agreement between Mr. Mayo and Mr. Jesse Sayegh, individually,
and The New Bellevue Theater Corp., entered into in connection with the
acquisition of The New Bellevue Theater by the Company.
On February 13, 1998, Mr. Mayo may be deemed to have become a
beneficial owner of 14,782 shares of Clearview Common Stock (approximately 0.6%
of the outstanding shares of Clearview Common Stock) pursuant to the execution
of a Voting Trust Agreement with Clairidge Cinemas, Inc. and Craig Zeltner,
entered into in connection with the acquisition of Clairidge Cinemas by the
Company.
On April 30, 1998, Mr. Mayo may be deemed to have become a
beneficial owner of 76,923 shares of Clearview Common Stock (approximately 3.3%
of the outstanding shares of Clearview Common Stock) pursuant to the execution
of a Voting Trust Agreement between Mr. Mayo and John Nelson, Seth Ferman,
Pamela Ferman and Martin Drescher, entered into in connection with an agreement
and plan of merger dated April 30, 1998 between the Company's subsidiary, CCC
Mansfield Cinema Corp., and Warren County Cinemas, Inc., a Delaware corporation,
pursuant to which Warren Cinemas was merged into the Company's subsidiary.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company.
Mr. Mayo is Trustee under the Voting Trust Agreements, as set forth
in Item 5 of this Amendment No. 1. Mr. Mayo is a party to the Stockholders
Agreement, as set forth in Item 4 of this Amendment No. 1.
Except as set forth in this Amendment No. 1 and the Schedule 13D,
Mr. Mayo has no contract, arrangement, understanding or relationship with any
other person with respect to any security of the Company, including, without
limitation, any contract, arrangement, understanding or relationship concerning
the transfer of the voting of any such securities, joint ventures, loan or
option arrangements, puts or calls, guaranties of loans, guaranties against loss
or the giving of withholding of proxies.
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Page 9 of 13 pages
Item 7. Material to be Filed as Exhibits.
Exhibit Description
2.01 Agreementand Plan of Merger dated as of August 12, 1998 by and
among Clearview Cinema Group, Cablevision Systems Corporation
and its wholly owned subsidiary, CCG Holdings Inc.
(incorporated by reference to Exhibit 2.01 to Current Report
on Form 8-K dated August 12, 1998).
2.02 Stockholders Agreement dated as of August 12, 1998 by and
among Cablevision Systems Corporation, A. Dale Mayo,
individually and as voting trustee, under certain Voting Trust
Agreements, and Robert G. Davidoff, CMNY Capitol II, L.P.,
CMCO, Inc., MidMark Capital, L.P., Prime Charter Ltd., Brett
E. Marks, John Nelson, F&N Cinema, Inc., Roxbury Cinemas,
Inc., Olde EC, Inc. (f/k/a Emerson Cinemas, Inc.), Michael C.
Rush, Pamela Ferman, Seth Ferman, Craig Zeltner, Clairidge
Cinemas, Inc., Paul Kay, Cindy Kay, and Marshall Capital
Management, Inc. (incorporated by reference to Exhibit 2.01 to
Current Report on Form 8-K dated August 12, 1998).
9.01 Voting Trust Agreement, dated December 12, 1997, by and among
A. Dale Mayo as Voting Trustee and Jesse Sayegh, individually,
and The New Bellevue Theater Corp. (incorporated by reference
to Exhibit 9.08 to Registration Statement on Form SB-2 (No.
333 - 58463) filed July 2, 1998).
9.02 Voting Trust Agreement, dated November 21, 1997, by and among
A. Dale Mayo as Voting Trustee and F & N Cinema, Inc. and
Roxbury Cinema, Inc. (incorporated by reference to Exhibit
9.08 to Registration Statement on Form SB-2 (No. 333 - 58463)
filed July 2, 1998).
9.03 Voting Trust Agreement, dated December 21, 1994, by and
between A. Dale Mayo as Voting Trustee and Brett E. Marks
(incorporated by reference to Exhibit 9.08 to Registration
Statement on Form SB-2 (No. 333 - 58463) filed July 2, 1998).
9.04 Voting Trust Agreement, dated June 20, 1995, by and between A.
Dale Mayo as Voting Trustee and Michael C. Rush (incorporated
by reference to Exhibit 9.08 to Registration Statement on Form
SB-2 (No. 333 - 58463) filed July 2, 1998).
9.05 Voting Trust Agreement, dated May 29, 1996, by and among A.
Dale Mayo as Voting Trustee and Emerson Cinema, Inc.
(incorporated by reference to Exhibit 9.08 to Registration
Statement on Form SB-2 (No. 333 - 58463) filed July 2, 1998).
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Page 10 of 13 pages
9.06 Voting Trust Agreement, dated July 31, 1996, by and among A.
Dale Mayo as Voting Trustee, Paul Kay and Cindy Kay
(incorporated by reference to Exhibit 9.08 to Registration
Statement on Form SB-2 (No. 333 - 58463) filed July 2, 1998).
9.07 Voting Trust Agreement dated as of February 13, 1998 by and
between Clairidge Cinemas, Inc., Craig Zeltner, and A. Dale
Mayo, as Trustee (incorporated by reference to Exhibit 9.08 to
Registration Statement on Form SB-2 (No. 333 - 58463) filed
July 2, 1998).
9.08 Voting Trust Agreement dated as of April 30, 1998 by and among
John Nelson, Seth Ferman, Pamela Ferman, Martin Drescher and
A. Dale Mayo, as Trustee (incorporated by reference to
Registration Statement on Form SB-2 (No. 333 - 58463) filed
July 2, 1998).
9.09 Voting Trust Agreement dated as of September 1, 1997 by and
among John Nelson and A. Dale Mayo, as Trustee (incorporated
by reference to Exhibit 9.08 to Current Report on Form 8-K
dated August 12, 1998).
9.10 Voting Trust Agreement dated as of September 1, 1997 by and
among Seth Ferman and A. Dale Mayo, as Trustee (incorporated
by reference to Exhibit 9.09 to Current Report on Form 8-K
dated August 12, 1998).
9.11 Voting Trust Agreement dated as of September 1, 1997 by and
among Pamela Ferman and A. Dale Mayo, as Trustee (incorporated
by reference to Exhibit 9.10 to Current Report on Form 8-K
dated August 12, 1998).
9.12 Voting Trust Agreement dated as of September 1, 1997 by and
among Craig Zeltner and A. Dale Mayo, as Trustee (incorporated
by reference to Exhibit 9.11 to Current Report on Form 8-K
dated August 12, 1998).
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Amendment No. 1 is true,
complete and correct.
Date: September 17, 1998 /s/ A. Dale Mayo
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A. Dale Mayo
President, Chief Executive Officer and
Chairman of the Board
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Page 12 of 13 pages
EXHIBIT INDEX
Exhibit Description
2.01 Agreement and Plan of Merger dated as of August 12, 1998 by
and among Clearview Cinema Group, Cablevision Systems
Corporation and its wholly owned subsidiary, CCG Holdings Inc.
(incorporated by reference to Exhibit 2.01 to Current Report
on Form 8-K dated August 12, 1998).
2.02 Stockholders Agreement dated as of August 12, 1998 by and
among Cablevision Systems Corporation, A. Dale Mayo,
individually and as voting trustee, under certain Voting Trust
Agreements, and Robert G. Davidoff, CMNY Capitol II, L.P.,
CMCO, Inc., MidMark Capital, L.P., Prime Charter Ltd., Brett
E. Marks, John Nelson, F&N Cinema, Inc., Roxbury Cinemas,
Inc., Olde EC, Inc. (f/k/a Emerson Cinemas, Inc.), Michael C.
Rush, Pamela Ferman, Seth Ferman, Craig Zeltner, Clairidge
Cinemas, Inc., Paul Kay, Cindy Kay, and Marshall Capital
Management, Inc. (incorporated by reference to Exhibit 2.01 to
Current Report on Form 8-K dated August 12, 1998).
9.01 Voting Trust Agreement, dated December 12, 1997, by and among
A. Dale Mayo as Voting Trustee and Jesse Sayegh, individually,
and The New Bellevue Theater Corp. (incorporated by reference
to Exhibit 9.08 to Registration Statement on Form SB-2 (No.
333 - 58463) filed July 2, 1998).
9.02 Voting Trust Agreement, dated November 21, 1997, by and among
A. Dale Mayo as Voting Trustee and F & N Cinema, Inc. and
Roxbury Cinema, Inc. (incorporated by reference to Exhibit
9.08 to Registration Statement on Form SB-2 (No. 333 - 58463)
filed July 2, 1998).
9.03 Voting Trust Agreement, dated December 21, 1994, by and
between A. Dale Mayo as Voting Trustee and Brett E. Marks
(incorporated by reference to Exhibit 9.08 to Registration
Statement on Form SB-2 (No. 333 - 58463) filed July 2, 1998).
9.04 Voting Trust Agreement, dated June 20, 1995, by and between A.
Dale Mayo as Voting Trustee and Michael C. Rush (incorporated
by reference to Exhibit 9.08 to Registration Statement on Form
SB-2 (No. 333 - 58463) filed July 2, 1998).
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Page 13 of 13 pages
9.05 Voting Trust Agreement, dated May 29, 1996, by and among A.
Dale Mayo as Voting Trustee and Emerson Cinema, Inc.
(incorporated by reference to Exhibit 9.08 to Registration
Statement on Form SB-2 (No. 333 - 58463) filed July 2, 1998).
9.06 Voting Trust Agreement, dated July 31, 1996, by and among A.
Dale Mayo as Voting Trustee, Paul Kay and Cindy Kay
(incorporated by reference to Exhibit 9.08 to Registration
Statement on Form SB-2 (No. 333 - 58463) filed July 2, 1998).
9.07 Voting Trust Agreement dated as of February 13, 1998 by and
between Clairidge Cinemas, Inc., Craig Zeltner, and A. Dale
Mayo, as Trustee (incorporated by reference to Exhibit 9.08 to
Registration Statement on Form SB-2 (No. 333 - 58463) filed
July 2, 1998).
9.08 Voting Trust Agreement dated as of April 30, 1998 by and among
John Nelson, Seth Ferman, Pamela Ferman, Martin Drescher and
A. Dale Mayo, as Trustee (incorporated by reference to
Registration Statement on Form SB-2 (No. 333 - 58463) filed
July 2, 1998).
9.09 Voting Trust Agreement dated as of September 1, 1997 by and
among John Nelson and A. Dale Mayo, as Trustee (incorporated
by reference to Exhibit 9.08 to Current Report on Form 8-K
dated August 12, 1998).
9.10 Voting Trust Agreement dated as of September 1, 1997 by and
among Seth Ferman and A. Dale Mayo, as Trustee (incorporated
by reference to Exhibit 9.09 to Current Report on Form 8-K
dated August 12, 1998).
9.11 Voting Trust Agreement dated as of September 1, 1997 by and
among Pamela Ferman and A. Dale Mayo, as Trustee (incorporated
by reference to Exhibit 9.10 to Current Report on Form 8-K
dated August 12, 1998).
9.12 Voting Trust Agreement dated as of September 1, 1997 by and
among Craig Zeltner and A. Dale Mayo, as Trustee (incorporated
by reference to Exhibit 9.11 to Current Report on Form 8-K
dated August 12, 1998).
