<PAGE> 1
UNITED STATES
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)
March 23, 1999
(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 Sections 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
(Continued on the following pages)
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CUSIP No. 12686C-10-9 13D Page 2 of 4 Pages
1 NAME OF REPORTING PERSON Charles F. Dolan 1997 Grantor
S.S. OR I.R.S. IDENTIFICATION NO. Retained Annuity Trust
OF ABOVE PERSON EIN: 13-7103981
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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.
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,230,655*
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 4,230,655*
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,230,655*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
OO**
* Total reflects 3,400,518 shares received as the result of two 2-for-1
stock splits during 1998.
** Reporting Person is a trust.
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CUSIP No. 12686C-10-9 13D Page 3 of 4 Pages
CONTINUATION PAGES OF AMENDMENT NO. 2 TO
STATEMENT ON SCHEDULE 13D FILED BY
THE CHARLES F. DOLAN 1997 GRANTOR RETAINED ANNUITY TRUST
This Amendment No. 2 to the Schedule 13D, dated May 17, 1997,
as amended by Amendment No. 1 thereto, dated June 27, 1997 (as so amended, the
"Schedule 13D"), previously filed by the Charles F. Dolan 1997 Grantor Retained
Annuity Trust (the "1997 GRAT"), is being filed in connection with changes in
the 1997 GRAT's beneficial ownership of the stock of Cablevision Systems
Corporation, a Delaware corporation (the "Issuer"). The cover page and Item 5
are hereby supplemented and amended.
Item 5. Interest in Securities of the Company.
(a) Reference is made to rows (11) and (13) of the cover page.
(b) Reference is made to rows (7) through (10) of the cover
page.
(c) On March 23, 1999, the 1997 GRAT, in accordance with its
terms, made a distribution to Charles F. Dolan ("Mr. Dolan") of 303,369 shares
of Class B Common Stock of the Issuer.
(e) As of March 23, 1999, the 1997 GRAT's percent of ownership
of the Issuer's stock had decreased to 3.8% as the result of (a) the increase in
the number of shares of Issuer's outstanding stock and (b) the distribution
described in Item 5(c) above.
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CUSIP No. 12686C-10-9 13D Page 4 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement with respect
to the undersigned is true, complete and correct.
Dated: April 19, 1999
Charles F. Dolan 1997 Grantor
Retained Annuity Trust
Signature: /s/ Charles F. Dolan, Trustee
By William A. Frewin, Jr.
-----------------------------
Name/Title: Charles F. Dolan, Trustee
By William A. Frewin, Jr.,
As Attorney-in-fact
Signature: /s/ Helen A. Dolan, Trustee
By William A. Frewin, Jr.
-----------------------------
Name/Title: Helen A. Dolan, Trustee
By William A. Frewin, Jr.,
As Attorney-in-fact
