AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1998
Registration No. 333-5987-99
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 5
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CABLEVISION SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
11-3415180
(IRS Employer Identification No.)
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
TELEPHONE: (516) 364-8450
(Address of Principal Executive Offices) (Zip Code)
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CABLEVISION SYSTEMS CORPORATION
AMENDED AND RESTATED EMPLOYEE STOCK PLAN
(Full Title of the Plans)
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ROBERT S. LEMLE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CABLEVISION SYSTEMS CORPORATION
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
(Name and Address of Agent for Service)
(516) 364-8450
(Telephone Number, Including Area Code, of Agent for Service)
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POST-EFFECTIVE AMENDMENT NO. 5 TO FORM S-8
INTRODUCTORY STATEMENT
On March 4, 1998, CSC Holdings, Inc. (formerly Cablevision Systems
Corporation) ("Old Cablevision") effected a holding company restructuring (the
"Holding Company Restructuring") pursuant to an Amended and Restated
Contribution and Merger Agreement, dated as of June 6, 1997 (the "Merger
Agreement") by and among Old Cablevision, CSC Parent Corporation, a Delaware
corporation (as renamed Cablevision Systems Corporation, the "Registrant"), CSC
Merger Corporation, a Delaware corporation ("Merger Sub"), and TCI
Communications, Inc. Pursuant to the Merger Agreement, Merger Sub was merged
(the "Merger") with and into Old Cablevision, with Old Cablevision as the
surviving corporation. Following the Merger, Old Cablevision was renamed CSC
Holdings, Inc.
As a result of the Merger, Old Cablevision became a direct wholly owned
subsidiary of the Registrant. In addition, the Registrant changed its name from
CSC Parent Corporation to Cablevision Systems Corporation. Each share of Class A
Common Stock, par value $0.01 per share, of Old Cablevision issued and
outstanding was converted into one share of Class A Common Stock, par value
$0.01 per share ("Class A Common Stock"), of the Registrant and each share of
Class B Common Stock, par value $0.01 per share, of Old Cablevision issued and
outstanding was converted into and exchanged for one share of Class B Common
Stock, par value $0.01 per share, of the Registrant.
POST-EFFECTIVE AMENDMENT
This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
the Holding Company Restructuring. In accordance with Rule 414 under the
Securities Act, the Registrant, as the successor issuer to Old Cablevision,
hereby expressly adopts this registration statement as its own for all purposes
of the Securities Act and the Securities Exchange Act of 1934, as amended. The
Cablevision Systems Corporation Amended and Restated Employee Stock Plan to
which this registration statement relates (the "Plan") shall be known as the
Cablevision Systems Corporation Amended and Restated Employee Stock Plan.
Subsequent to the Holding Company Restructuring, the Plan will continue to cover
employees or directors, as the case may be, of Old Cablevision and its
subsidiaries. However, awards issued in accordance with the Plan shall be shares
of stock, and options to purchase shares of stock, of the Registrant rather than
shares of stock, and options to purchase shares of stock, of Old Cablevision.
Additionally, the sponsor of the Plan shall be the Registrant rather than Old
Cablevision.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
EXPLANATORY NOTE
This Post-Effective Amendment contains a "re-offer prospectus" relating to
shares of Class A Common Stock received in restricted form or upon exercise of
options granted to directors or employees of Cablevision Systems Corporation
pursuant to its Amended and Restated Employee Stock Plan (which amended,
restated and consolidated the 1985 Employee Stock Plan with other employee stock
plans of the Corporation). In addition to those directors or employees named
herein in respect of the number of shares set forth herein, the names of
additional directors or employees who shall reoffer shares pursuant to this
Prospectus and the amounts of additional shares to be reoffered shall be set
forth in one or more supplements to this re-offer prospectus.
<PAGE>
PROSPECTUS
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CABLEVISION SYSTEMS CORPORATION
SHARES OF
CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
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The shares of Class A Common Stock (par value $.01 per share) (the "Class A
Common Stock") of Cablevision Systems Corporation ("Cablevision") offered hereby
(the "Shares") may be offered or sold from time to time as described in this
Prospectus by individuals who are deemed "affiliates" of Cablevision Systems
Corporation (the "Selling Stockholders"). Such shares were originally issuable
under the Cablevision Systems Corporation Amended and Restated Employee Stock
Plan (which amended, restated and consolidated the 1985 Employee Stock Plan with
other employee stock plans of Cablevision).
Holders of Class A Common Stock are entitled, except under limited
circumstances, to elect 25 percent of the total number of members of the Board
of Directors of Cablevision. Holders of Cablevision's Class B Common Stock, par
value $0.01 per share (the "Class B Common Stock" and, together with the Class A
Common Stock, the "Common Stock"), are entitled, except under limited
circumstances, to elect the remaining 75 percent of directors. Except in the
election of directors, in certain other limited circumstances described in
Cablevision's Certificate of Incorporation, and as may be otherwise required by
statute, the holders of Class A Common Stock and Class B Common Stock vote
together as a single class. Each share of Class A Common Stock entitles the
holder thereof to cast one vote at a meeting of stockholders. Each share of
Class B Common Stock entitles the holder thereof to cast ten votes at a meeting
of stockholders.
Holders of Class A Common Stock and Class B Common Stock are entitled to
receive equally on a per share basis any dividends or distributions declared by
the Board of Directors. In the event of liquidation, holders of Class A and
Class B Common Stock share with each other on a ratable basis as a single class
in the net assets of Cablevision available for distribution in respect of such
stock.
Each Selling Stockholder may offer and sell the Shares from time to time,
directly or through agents, dealers or underwriters designated from time to
time, on terms to be determined at the time of offer or sale. The aggregate
proceeds to the Selling Stockholders from the sale of the Shares will be the
total purchase price of the Shares sold, less the aggregate agents' commissions
and underwriters' discounts, if any, and other expenses of the offering not
borne by Cablevision. None of the proceeds from the sale of Shares pursuant to
this Prospectus will be received by Cablevision. Cablevision will pay certain
expenses, estimated at $10,000, in connection with the offering and sales of
Shares pursuant hereto. Cablevision has agreed to indemnify each Selling
Stockholder against certain liabilities, including liabilities under the
Securities Act of 1933. See "Selling Stockholders", "Plan of Distribution" and
"Statement of Indemnification".
To the extent required, the purchase price or public offering price of any
Shares, the names of any agent, dealer or underwriter and any applicable
commission, discount or concessions allowed or reallowed with respect to a
particular offer will be set forth in an accompanying Prospectus Supplement.
INVESTMENT IN THE SHARES INVOLVES SIGNIFICANT RISKS DISCUSSED UNDER "RISK
FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS WHICH SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS.
<PAGE>
The Selling Stockholders and any agents, dealers or underwriters that
participate with a Selling Stockholder in the distribution of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
and any commission received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Act. See "Plan of Distribution" and "Statement of Indemnification" for
indemnification arrangements.
The Class A Common Stock is currently traded on the American Stock Exchange
under the symbol "CVC".
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offers described in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by Cablevision Systems Corporation. This Prospectus does not constitute an offer
to sell, or the solicitation of an offer to buy, securities in any jurisdiction
to any person to whom it is unlawful to make such an offer in such jurisdiction.
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The date of this Prospectus is April 3, 1998.
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TABLE OF CONTENTS
PAGE
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Available Information.......................................................3
Incorporation of Certain Documents by Reference.............................3
Purpose of This Prospectus..................................................4
Risk Factors................................................................4
Use of Proceeds.............................................................8
Selling Stockholders........................................................8
Plan of Distribution........................................................9
Experts....................................................................10
Validity of Class A Common Stock...........................................10
Statement of Indemnification...............................................10
AVAILABLE INFORMATION
Cablevision Systems Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by Cablevision may be inspected and
copied at the public reference facilities of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices: 7 World Trade Center, 13th Floor, New York, New York
10048; and 230 South Dearborn Street, Chicago, Illinois 60604, and are also
available on the Commission's World Wide Web site at http:/www.sec.gov. Copies
of such material can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such reports, proxy statements and other information also may
be inspected at the offices of the American Stock Exchange, 86 Trinity Place,
New York, New York.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Cablevision hereby incorporates by reference into this Prospectus the
following documents or information filed with the Commission:
(a) Cablevision's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (the "Form 10-K");
(b) the description of the Class A Common Stock contained in Cablevision's
Registration Statement on Form S-4 (No. 333-44547), including any amendment or
report filed for the purpose of updating such description; and
(c) all documents filed by Cablevision pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act on or after the date of this Prospectus and prior
to the termination of the offering made hereby.
As used herein, unless the context otherwise requires, the term
"Consolidated Financial Statements" refers to the Consolidated Financial
Statements and the notes thereto of CSC Holdings, Inc. incorporated by reference
from Cablevision's Form 10-K, the term "Management's Discussion and Analysis"
refers to the Management's Discussion and Analysis of Financial Condition and
Results of Operations incorporated by reference from the Form 10-K, and the
"Corporation" shall mean Cablevision Systems Corporation and its consolidated
subsidiaries, including CSC Holdings,
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Inc., after giving pro forma effect to the holding company restructuring
pursuant to an Amended and Restated Contribution and Merger Agreement, dated
June 6, 1997.
All share and per-share information included herein gives effect to the
one-for-one stock dividend paid on March 30, 1998.
Any statement contained herein, in any accompanying prospectus supplement or
in any document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purpose of this Prospectus
to the extent that a subsequent statement contained herein, in any accompanying
prospectus supplement or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Cablevision will provide without charge to each person, to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents or any other information incorporated herein
by reference or in the Registration Statement to which this Prospectus relates
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Cablevision's principal
executive offices are located at One Media Crossways, Woodbury, New York 11797,
and its telephone number is (516) 364-8450. Requests for such copies should be
directed to the Secretary of Cablevision at its executive offices.
PURPOSE OF THIS PROSPECTUS
This Prospectus relates to resales of, or offers to sell, if any, the Class
A Common Stock of Cablevision received in restricted form or upon exercise of
options granted under the Cablevision Systems Corporation Amended and Restated
Employee Stock Plan (which amended, restated and consolidated the 1985 Employee
Stock Plan with other employee stock plans of the Corporation) (the "Plan") by
directors or employees of Cablevision who are deemed "affiliates" of Cablevision
as the term "affiliate" is used in Rule 405 under the Securities Act of 1933, as
amended (the "Securities Act").
RISK FACTORS
Purchase of the Class A Common Stock involves various risks, including the
following, which, together with the other matters set forth herein or in a
supplement hereto or incorporated by reference herein, should be carefully
considered by prospective investors.
Substantial Indebtedness and High Degree of Leverage. The Corporation has
incurred substantial indebtedness and issued substantial amounts of mandatorily
redeemable preferred stock, primarily to finance acquisitions and expansion of
its operations, to refinance outstanding indebtedness and, to a lesser extent,
for investments in and advances to affiliate. The Corporation's consolidated
debt plus the Corporation's 11 3/4% Series H Redeemable Exchangeable Preferred
Stock and 11 1/8% Series M Redeemable Exchangeable Preferred Stock aggregated
approximately $5.8 billion at December 31, 1997. See Note 5 of Notes to the
Consolidated Financial Statements. As a result of the Corporation's high level
of indebtedness and the significant amount of redeemable preferred stock, the
Corporation has significant cash requirements to service indebtedness and to pay
dividends and redemption amounts on redeemable preferred stock, increasing the
Corporation's vulnerability to adverse developments in its business and adverse
economic and industry conditions. Based on currently outstanding obligations,
the Corporation's quarterly cash obligations for the first, second, third and
fourth quarters of 1998 are currently expected to be (i) for debt service,
approximately $30.5 million, $61.5 million, $30.5 million and $61.5 million,
respectively, and (ii) for dividends on the Corporation's 8 1/2% Series I
Cumulative Convertible Exchangeable Preferred Stock ("Series I Preferred
Stock"),
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approximately $7.3 million per quarter. The Corporation also has outstanding
cash redemption obligations for 1998, if the Corporation elects to pay in cash,
of approximately $151 million in respect of the repayment of the Senior
Subordinated Notes due 1998/2003 of Cablevision MFR, Inc. when due in the third
quarter of 1998.
Net Losses and Stockholders' Deficiency. The Corporation reported net losses
applicable to common stockholders for the years ended December 31, 1997, 1996
and 1995 of $12.1 million, $459.9 million and $337.7 million, respectively. At
December 30, 1997, the Corporation had a stockholders' deficiency of $2.4
billion. The net losses primarily reflect high levels of interest expense and
depreciation and amortization charges relating to the depreciation of assets
obtained through, and debt incurred to finance, acquisitions. Interest expense
and depreciation and amortization charges remained at a high level throughout
1995, 1996 and 1997 and will continue at high levels throughout 1998 and future
years as a result of previously completed, pending and future acquisitions,
expected capital expenditures and additional investments in the Corporation's
programming operations. The Corporation expects to continue incurring
substantial losses for at least the next several years. See "Management's
Discussion and Analysis--Liquidity and Capital Resources" in the Form 10-K.
Intangible Assets. The Corporation had total assets at December 31, 1997 of
approximately $5.6 billion, of which approximately $2.3 billion were intangible
assets, principally subscriber lists, franchises, excess costs over fair value
of net assets acquired, deferred financing acquisition and other costs and
deferred interest expense. It is possible that no cash would be recoverable from
the voluntary or involuntary sale of these intangible assets.
Need for Additional Financing. The Corporation's businesses require
substantial investment on a continuing basis to finance capital expenditures and
related expenses for, among other things, upgrade of cable plant, the offering
of new services and further participation in existing services, the funding of
costs of cable programming services and other businesses prior to their becoming
cash-flow positive, and the servicing, repayment or refinancing of its
indebtedness and mandatorily redeemable preferred stock. The Corporation will
require significant additional financing, through debt and/or equity issuances,
to meet its capital expenditure plans and to pay the principal of and interest
on its debt and to pay dividends and make redemption payments on its preferred
stock. The Corporation also intends to incur additional costs to facilitate the
startup of such adjunct businesses as high speed data service, digital video
service and residential telephony. Depending upon the timing and scope of the
rollout of these businesses, as to which the Corporation has made no definitive
decision, the Corporation may require significant additional capital. Depending
on the scope of the Corporation's participation in personal communications
services ("PCS") and direct broadcasting satellite ("DBS") ventures, as to which
the Corporation has made no definitive decision, significant additional capital
may also be required for these businesses. The Corporation is not currently able
to estimate the amounts of such capital expenditures, which would depend highly
upon, among other things, the timing and scope thereof. In addition, the
Corporation may require additional capital if (i) it elects to pay cash to
acquire ITT Corporation's remaining interest in Madison Square Garden, L.P.
("MSG") following an exercise by ITT Corporation of its put rights at
approximately $188 million in cash or by the Corporation of its call rights with
respect to such interests (see "Business--Programming and Entertainment
Operations--Madison Square Garden" in the Form 10-K) or (ii) it elects to pay
cash of up to $151 million in order to repay the Senior Subordinated Notes due
1998/2003 of Cablevision MFR, Inc. when due in August 1998. There can be no
assurance that the Corporation will be able to issue additional debt or obtain
additional equity capital on satisfactory terms, or at all, to meet its future
financing needs. See "Management's Discussion and Analysis--Liquidity and
Capital Resources".
Future Capital Expenditures and Commitments. The Corporation intends to make
substantial capital expenditures, including major system upgrades, with respect
to its cable television systems over the next several years. In addition, the
Corporation, through Rainbow Media Holdings, Inc. ("Rainbow Media") and its
subsidiaries, has entered into numerous contracts relating to cable television
programming, including rights agreements with professional and other sports
teams. These contracts typically require substantial payments over extended
periods of time. See Note 12 of Notes to the Consolidated Financial Statements
for a discussion of commitments. For further commitments, see "--Need for
Additional Financing."
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Voting Control by Majority Stockholders; Disparate Voting Rights. The
following section describes the voting and ownership structure of Cablevision as
of September 20, 1997 giving pro forma effect to a one-for-one stock dividend
distributed by Cablevision on March 30, 1998. As of September 30, 1997, Charles
F. Dolan beneficially owned and possessed sole voting power with respect to
15,610 shares or 0.1% of Cablevision's outstanding Class A Common Stock and
9,718,562 shares or 43.7% of Cablevision's outstanding Class B common stock (the
"Class B Common Stock" and, collectively with the Class A Common Stock, the
"Common Stock"). In addition, an aggregate of 2,480,000 shares or 11.2% of the
outstanding Class B Common Stock were held by a grantor retained annuity trust
(the "GRA Trust") established by Mr. Dolan for estate planning purposes. Mr.
Dolan may be deemed to have beneficial ownership of the shares of Class B Common
Stock held by the GRA Trust due to his right to reacquire the Class B Common
Stock held by the GRA Trust by substituting other property of equivalent value,
but, until such event, the GRA Trust, through its co-trustees (who are Mr. Dolan
and his spouse), has the power to vote and dispose of the shares of Class B
Common Stock held by it. As a result of his direct holdings and his beneficial
ownership of the shares held by the GRA Trust, Mr. Dolan beneficially owned
15,610 shares or 0.1% of Cablevision's outstanding Class A Common Stock and
12,198,562 shares or 54.9% of Cablevision's outstanding Class B Common Stock. On
a combined basis, these shares represented 24.5% of the total number of shares
of both classes of Common Stock and 48.8% of the total voting power of the
Common Stock. Other trusts established by Mr. Dolan for the benefit of certain
Dolan family members, and as to which Mr. Dolan disclaims beneficial ownership,
owned an additional 78,000 shares of Class A Common Stock or 0.3% of the Class A
Common Stock and 10,033,856 shares of the Class B Common Stock or 45.1% of the
Class B Common Stock and 40.1% of the total voting power of all classes of the
Common Stock. As a result of this stock ownership, Dolan family members have the
power to elect all the directors subject to election by holders of the Class B
Common Stock, which directors constitute 75% of the entire Board of Directors of
Cablevision. Moreover, because holders of Class B Common Stock are entitled to
ten votes per share while holders of Class A Common Stock are entitled to one
vote per share, Dolan family members may control stockholder decisions on
matters in which holders of Class A and Class B Common Stock vote together as a
class. These matters include the amendment of certain provisions of
Cablevision's certificate of incorporation (the "Certificate of Incorporation")
and the approval of fundamental corporate transactions, including mergers. In
addition, because the affirmative vote or consent of the holders of at least 66
2/3% of the outstanding shares of the Class B Common Stock, voting separately as
a class, is required to approve (i) the authorization of issuance of any
additional shares of Class B Common Stock and (ii) any amendment, alteration or
repeal of any of the provisions of the Certificate of Incorporation which
adversely affects the powers, preferences or rights of the Class B Common Stock,
Dolan family members also have the power to prevent such issuance or amendment.
The voting rights of the Class B Common Stock beneficially owned by the Dolan
family members will not be modified as a result of any transfer of legal or
beneficial ownership thereof. Dolan family members and other holders of Class B
Common Stock are parties to a stockholders agreement with TCI Communications,
which agreement provides for certain rights of and limitations on the Class B
stockholders, TCI Communications, Inc. and Cablevision with respect to the
Common Stock. None of the figures or percentages contained in this paragraph
give effect to the 12,235,543 shares of Class A Common Stock issued pursuant to
the Amended and Restated Contribution and Merger Agreement dated June 6, 1997,
or any other issuances of common stock that has taken place since September 30,
1997. See "Business--The Holding Company Reorganization and TCI Transactions --
TCI Transactions" in the Form 10-K.
Restrictive Covenants. Certain of the Corporation's debt instruments,
including its principal bank credit agreement (the "Credit Agreement"), contain
various financial and operating covenants which, among other things, require the
maintenance of certain financial ratios and restrict the Corporation's ability
to borrow funds from other sources and to utilize funds for various purposes,
including investments in certain subsidiaries. Violation of the covenants in the
Credit Agreement or in the indentures governing the Corporation's
publicly-issued debentures and notes could result in a default under the Credit
Agreement which would permit the bank lenders thereunder (i) to restrict the
Corporation's ability to borrow undrawn funds under the Credit Agreement and
(ii) to accelerate the maturity of borrowings thereunder. See "Management's
Discussion and Analysis--Liquidity and Capital Resources".
Risks Related to Regulation. The Corporation's cable television operations
may be adversely affected by government regulation, the impact of competitive
forces and technological changes. In 1992, Congress enacted the 1992 Cable Act,
which represented a significant change in the regulatory framework under which
cable television systems operate. In 1993 and 1994, the Federal Communications
Commission ("FCC") ordered reductions in cable television rates. In 1995, a
Federal appeals court upheld the material aspects of the FCC's rate regulation
scheme. Congress
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subsequently enacted legislation (the "Telecommunications Act of 1996") that
relaxes the regulation of cable television rates; however, the most significant
rate regulation relaxation affecting the Corporation will not occur until after
March 31, 1999. Recently, certain members of Congress have proposed that the
relaxation of rate regulation after March 31, 1999 should be reevaluated in
light of market conditions. The Corporation cannot predict whether any
legislation related thereto will be considered by Congress and what form any
legislation, if enacted into law, would take. See "Business--Cable Television
Operations--Competition" and "Business--Cable Television Operations--Regulation"
in the Form 10-K.
Risk of Competition. Cable operators compete with a variety of distribution
systems, including broadcast television stations, DBS, multichannel multipoint
distribution services ("MMDS"), satellite master antenna systems ("SMATV") and
private home dish earth stations. For example, four DBS systems are now
operational in the United States, some with investment by companies with
substantial resources such as Hughes Electronics Corp. Certain members of
Congress have called for changes in the federal copyright laws to permit DBS
systems to retransmit local broadcast signals to DBS customers. If enacted, such
amendments could enhance the competitive position of DBS systems.
The 1992 Cable Act prohibits a cable programmer that is owned by or
affiliated with a cable operator (such as Rainbow Media) from unreasonably
discriminating among or between cable operators and other multichannel video
distribution systems with respect to the price, terms and conditions of sale or
distribution of the programmer's satellite-delivered services and from
unreasonably refusing to sell any such service to any multichannel video
programming distributor. In several instances, Rainbow Media has been ordered by
the FCC to provide satellite-delivered programming to multi-channel video
programmers after such multi-channel video programmers have filed complaints
pursuant to these program-access rules. The FCC has recently sought comment on
whether it can and should extend these program-access rules to cover some
terrestrial-delivered programming by programmers such as Rainbow Media. In
addition, proposals have been made to Congress in support of such extensions.
The Corporation cannot predict whether such an extension will be adopted by the
FCC or considered by Congress and, if so, what effect it might have on the
Corporation's operations. Cable systems also compete with the entities that make
videotaped movies and programs available for home rental.
The 1992 Cable Act regulates the ownership by cable operators of MMDS and
SMATV. Under the Telecommunications Act of 1996, the cross-ownership provisions
do not apply to any cable operator in a franchise area in which a cable operator
faces competition from video programming distributors meeting certain statutory
requirements. The Telecommunications Act of 1996 gives telephone companies and
other video providers the option of providing video programming to subscribers
through "open video systems" ("OVS"), a wired video delivery system similar to a
cable television system that would not require a local cable franchise. Several
OVS operators have sought to enter New York City, Boston and Westchester County,
New York. Additional video competition to cable systems is possible from new
wireless local multipoint distribution services ("LMDS") authorized by the FCC,
for which spectrum will be auctioned by the FCC in early 1998.
Competition from Telephone Companies. The 1984 Cable Act barred co-ownership
of telephone companies and cable television systems operating in the same
service areas. The Telecommunications Act of 1996 repeals this restriction and
permits a telephone company to provide video programming directly to subscribers
in its telephone service territory, subject to certain regulatory requirements,
but generally prohibits a telephone company from acquiring an in-region cable
operator, except in certain small markets under certain circumstances. Telephone
companies (Ameritech Corp. in Ohio and Southern New England Telephone Co. in
Connecticut) have obtained or applied for local franchises to construct and
operate cable television systems in several communities in which the Corporation
currently holds cable franchises, and in certain locations have commenced
offering service. Neither the 1984 Cable Act nor the 1992 Cable Act bars a
telephone company from acquiring cable systems outside its telephone service
area. Several Regional Bell operating companies have purchased or made
investments in such cable systems. See "Business--Cable Television
Operations--Regulation" in the Form 10-K.
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Risk of Non-Exclusive Franchises and Franchise Renewals. The Corporation's
cable television systems are operated primarily under non-exclusive franchise
agreements with local government franchising authorities, in some cases with the
approval of state cable television authorities. The Corporation's business is
dependent on its ability to obtain and renew its franchises. Although the
Corporation has never lost a franchise as a result of a failure to obtain a
renewal, its franchises are subject to non-renewal or termination under certain
circumstances. In certain cases, franchises have not been renewed at expiration
and the Corporation operates under either temporary operating agreements or
without a license while negotiating renewal terms with the franchising
authorities. See "Business--Cable Television Operations--Franchises" in the Form
10-K.
No Dividends Paid or to be Paid. Cablevision has never declared or paid
dividends on any of its Common Stock and has no intention to pay cash dividends
on such stock in the foreseeable future. In addition, certain debt instruments
to which the Corporation is a party contain covenants which effectively prohibit
the payment of such dividends.
Shares Eligible for Future Sale. On March 24, 1998, 52,672,196 shares of
Class A Common Stock were outstanding giving effect to the one-for-one stock
dividend paid on March 30, 1998. Cablevision has granted to each of Mr. Dolan,
certain Dolan family interests, the Dolan Family Foundation, John Tatta, a
director of CSC Holdings, Inc. and Cablevision, and certain Tatta family
interests registration rights with respect to 874,375 shares of Class A Common
Stock held by them on such date, as well as with respect to 12,423,532 shares of
Class A Common Stock issuable upon conversion of shares of Class B Common Stock.
The direct or indirect subsidiaries of Tele-Communications, Inc. holding Class A
Common Stock have certain registration rights with respect to such shares of
Class A Common Stock. Sales of a substantial number of shares of Class A Common
Stock or Class B Common Stock could adversely affect the market price of the
Class A Common Stock and could impair the Corporation's future ability to raise
capital through an offering of its equity securities.
USE OF PROCEEDS
The Shares may be sold hereunder from time to time by the Selling
Stockholders, and Cablevision will not receive any of the proceeds from such
sales.
SELLING STOCKHOLDERS
The Shares may be offered from time to time by each individual Selling
Stockholder listed in the table below up to the amount set forth opposite such
individual's name under the column captioned "Shares of Class A Common Stock to
be Offered Hereby" or such additional amount as shall be set forth in a
supplement or supplements to this Prospectus or by such other employees of
Cablevision as may be named in a supplement or supplements to this Prospectus.
The following table sets forth the relationship which each such individual
Selling Stockholder has had with Cablevision during the past three years, the
number of shares of Class A Common Stock which each such individual owns or for
which such individual holds options pursuant to the Plan and which may be
offered hereby, the number of shares of Class A Common Stock owned by such
individual and the number of options to purchase shares of Class A Common Stock
which such individual holds other than pursuant to the Plan.
Because each Selling Stockholder may offer some or all of the Shares
pursuant to the offerings contemplated by this Prospectus, because the offerings
of the Shares are not necessarily being made on a firm commitment basis and
because each Selling Stockholder could purchase additional Class A Common Stock
from time to time, no estimate can be given as to the amount of Class A Common
Stock that will be held by the Selling Stockholders after completion of this
offering. See "Plan of Distribution".
-8-
<PAGE>
<TABLE>
<CAPTION>
Shares
of Shares of
Class A Class A
Common Stock Common Stock
to be Offered Currently
Name Position Hereby* Owned**
- ---------------------- ------------------------- ------------- ------------
<S> <C> <C> <C>
Margaret Albergo Senior Vice President
Planning and Performance 250 26,431
William J. Bell Vice Chairman and 92,600 268,198
Director
Marc A. Lustgarten Vice Chairman and 92,600 274,626
Director
Robert S. Lemle Executive Vice 78,000 237,248
President,
General Counsel,
Secretary and
Director
Andrew Rosengard Executive Vice 2,750 39,284
President, Financial
Planning and
Controller
Barry J. O'Leary Senior Vice President- 36,200 71,200
Finance and
Treasurer
Sheila A. Mahony Senior Vice President 27,800 63,084
and Director
Joseph Cece Senior Vice President, 3,125 13,126
Strategic Planning
</TABLE>
PLAN OF DISTRIBUTION
Any of or all of the Shares may be sold from time to time to purchasers
directly by the Selling Stockholders. Alternatively, the Selling Stockholders
may from time to time offer the Shares through underwriters, dealers or agents
who may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of Shares for
whom they may act. The Selling Stockholders and any such underwriters, dealers
or agents that participate in the distribution of Shares may be deemed to be
underwriters under the Securities Act, and any profit on the sale of the Shares
by them and any discounts, commissions or concessions received by them may be
deemed to be underwriting discounts and commissions under the Securities Act. To
the extent required, at the time a particular offer of Shares is made a
supplement to this Prospectus will be distributed which will set forth the
number of Shares being offered and the terms of the offering, including the name
or names of any underwriters, dealers or agents, any
- --------
* Certain of the employee stock options are not yet exercisable.
** Including shares under options to purchase Class A Common Stock.
-9-
<PAGE>
discounts, commissions and other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, including the proposed selling price to the
public.
The Shares may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices.
Cablevision is paying certain expenses (not including commissions of dealers
or agents) incident to the offering and sale of the Shares to the public, which
are estimated to be approximately $10,000. If and when Cablevision is required
to update this Prospectus, it may incur additional expenses in excess of the
amount estimated above.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states the Shares may not be sold unless the
Shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is met.
Pursuant to the Plan, Cablevision agreed to use its best efforts to keep the
Registration Statement of which this Prospectus forms a part continuously
effective for a period of at least two years from the date the Shares were
issued by Cablevision. Cablevision has also agreed to indemnify the Selling
Stockholders against certain liabilities, including liabilities under the
Securities Act. See "Statement of Indemnification".
EXPERTS
The consolidated financial statement of Cablevision Systems Corporation and
subsidiary as of December 31, 1997 that is included in the Form 10-K, which is
incorporated in this Prospectus by reference has been incorporated herein and in
the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements and schedule of CSC Holdings, Inc. and
subsidiaries as of December 31, 1997 and 1996 and for each of the years in the
three year period ended December 31, 1997 that are included in the Form 10-K
which is incorporated in this Prospectus by reference have been incorporated
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
VALIDITY OF CLASS A COMMON STOCK
The validity of shares of Class A Common Stock offered hereby has been
passed upon for Cablevision by Robert S. Lemle, Esq., Executive Vice President,
General Counsel and Secretary of Cablevision. As of the date of this Prospectus,
Mr. Lemle owned 448 shares of Class A Common Stock and held options to purchase
78,000 shares of Class A Common Stock pursuant to the Plan and other options to
purchase an additional 158,800 shares of Class A Common Stock.
STATEMENT OF INDEMNIFICATION
Under provisions of the Certificate of Incorporation of Cablevision, each
person who is or was a director or officer of Cablevision shall be indemnified
by Cablevision to the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware, which provides that a corporation shall have the
power to indemnify an agent, officer or director who was or is threatened to be
made a party to any proceedings, against certain expenses, judgments, fines,
settlements and other accounts under certain circumstances. The By-laws of
Cablevision provide that the Board of Directors may advance expenses incurred by
an officer or director in defending certain proceedings upon receipt of an
undertaking to repay such amount under certain circumstances. The stockholders
of Cablevision, at the annual meeting held on September 23, 1987, authorized and
approved a form of Indemnification Agreement. Cablevision has entered into such
Indemnification
-10-
<PAGE>
Agreement with approximately 15 officers and directors of Cablevision. Such
Indemnification Agreement provides that Cablevision will, subject to certain
exceptions, indemnify each such person in respect of losses or expenses incurred
as a result of threatened, pending or completed actions or proceedings involving
such person and relating to such person's service as an officer or director of
Cablevision, including losses and expenses in respect of actions or proceedings
brought under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for directors, officers or persons controlling Cablevision
pursuant to the foregoing provisions, the Corporation has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
-11-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
rights to which those seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
The first paragraph of Article Ninth of Cablevision's Certificate of
Incorporation provides:
The corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, or by any successor thereto, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred
to in or covered by said section. Such right to indemnification shall
continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. The indemnification provided for herein
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.
Article VIII of the By-Laws of Cablevision provides:
A. The corporation shall indemnify each person who was or is made a
party or is threatened to be made a party to or is involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or alleged
action in any other capacity while serving as a director, officer, employee
or agent, to the maximum extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits
the corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment), against all
expense, liability and loss (including attorney's fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred by such person in connection with such
proceeding. Such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators. The right to
indemnification conferred in this Article shall be a contract right and
shall include the right to be paid by the corporation the expenses incurred
in defending any such proceeding in advance of its final disposition;
provided that, if the Delaware General Corporation Law so requires, the
payment of such expenses
-12-
<PAGE>
incurred by a director or officer in advance of the final disposition of a
proceeding shall be made only upon receipt by the corporation of an
undertaking by or on behalf of such person to repay all amounts so advanced
if it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this Article or otherwise.
B. The right to indemnification and advancement of expenses conferred
on any person by this Article shall not limit the corporation from providing
any other indemnification permitted by law nor shall it be deemed exclusive
of any other right which any such person may have or hereafter acquire under
any statute, provision of the Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
C. The corporation may purchase and maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
Cablevision has entered into indemnification agreements with certain of its
officers and directors indemnifying such officers and directors from and against
certain expenses, liabilities or other matters referred to in or covered by
Section 145 of the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The second paragraph of Article Ninth of Cablevision's Certificate of
Incorporation provides for such limitation of liability.
ITEM 8. EXHIBITS
4.2 Certificate of Designations for Cablevision's Series L Redeemable
Exchangeable Preferred Stock (incorporated herein by reference to
Exhibit 3.1G to Cablevision's Annual Report on Form 10-K for the year
ended December 31, 1995).
4.3 Certificate of Designations for Cablevision's Series M Redeemable
Exchangeable Preferred Stock (incorporated herein by reference to
Exhibit 4.1(f) to Cablevision's Registration Statement on Form S-4,
Registration No. 333-00527).
4.4 Indenture dated as of December 1, 1997 relating to Cablevision's
$500,000,000 7 7/8% Senior Notes due 2007 and its $300,000,000 7 7/8%
Senior Debentures due 2018 (incorporated herein by reference to Exhibit
4.4 to the S-4).
-13-
<PAGE>
4.5 Indenture dated as of February 15, 1993 relating to Cablevision's
$200,000,000 9 7/8% Senior Subordinated Debentures due February 15,
2013 (incorporated herein by reference to Exhibit 4.3 to the 1992
10-K).
4.6 Indenture dated as of April 1, 1993 relating to Cablevision's
$150,000,000 9 7/8% Senior Subordinated Debentures due 2023
(incorporated herein by reference to Cablevision's Registration
Statement on Form S-4, Registration No. 33-61814).
4.7 Supplemental Indenture dated as of November 1, 1995 between Cablevision
and The Bank of New York, Trustee to the Indenture dated November 1,
1995 (incorporated herein by reference to Exhibit 99.6 to Cablevision's
Current Report on Form 8-K (File No. 1-9046), filed November 1, 1995).
4.8 Indenture dated August 15, 1997 relating to Cablevision's $400,000,000
8 1/8% Senior Debentures due 2009 (incorporated herein by reference to
Cablevision's Registration Statement on Form S-4, Registration No.
333-38013).
4.9 Indenture dated as of November 1, 1995 relating to Cablevision's
$150,000,000 9 7/8% Senior Subordinated Notes due 2006, $300,000,000
9 1/4% Senior Subordinated Notes due 2005 and $250,000,000 10 1/2%
Senior Subordinated Debentures due 2016 (incorporated herein by
reference to Exhibit 99.6 to Cablevision's Current Report on Form 8-K
filed November 1, 1995).
4.10 Certificate of Designations for Cablevision's Series E Redeemable
Exchangeable Convertible Preferred Stock (incorporated herein by
reference to Cablevision's Annual Report on Form 10-K/A for the year
ended December 31, 1993, filed on April 13, 1994).
4.11 Certificate of Designations for Cablevision's Series F Redeemable
Preferred Stock (incorporated herein by reference to Cablevision's
Annual Report on Form 10-K/A for the year ended December 31, 1993,
filed on April 13, 1994).
4.12 Certificate of Designations for Cablevision's Series G Redeemable
Preferred Stock (incorporated herein by reference to Exhibit 3.1D to
Cablevision's Registration Statement on Form S-4, Registration No.
33-62717).
4.13 Certificate of Designations for Cablevision's Series H Redeemable
Exchangeable Preferred Stock (incorporated herein by reference to
Exhibit 4.1E to Cablevision's Registration Statement on Form S-4,
Registration No. 33-63691).
4.14 Certificate of Designations for Cablevision's Series I Cumulative
Convertible Exchangeable Preferred Stock (incorporated herein by
reference to Exhibit 99.3 to Cablevision's Current Report on Form 8-K
(File No. 1-9046) dated November 7, 1995).
5. Opinion of Robert S. Lemle as to the validity of the Class A Common
Stock.*
23.1. Consent of KPMG Peat Marwick LLP.
23.2. Consent of Robert Lemle (included in Exhibit 5).
24. Power of Attorney (included in the signature page).
- --------
* Previously filed.
-14-
<PAGE>
ITEM 9. REQUIRED UNDERTAKINGS
(a) The undersigned registrant hereby undertakes;
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to any arrangement or provision, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-15-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Woodbury
and the State of New York, on the 2nd day of April, 1998.
CABLEVISION SYSTEMS CORPORATION
By: /s/ William J. Bell
----------------------------
Name: William J. Bell
Title: Vice Chairman and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William J. Bell, Robert S. Lemle and Barry J.
O'Leary, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities indicated on April 2, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ James L. Dolan Chief Executive Officer and Director (Principal Executive Officer)
- ---------------------------------
James L. Dolan
/s/ William J. Bell Vice Chairman and Director (Principal Financial Officer)
- ---------------------------------
William J. Bell
/s/ Andrew B. Rosengard Executive Vice President, Financial Planning and Controller (Principal
- --------------------------------- Accounting Officer)
Andrew B. Rosengard
/s/ Charles F. Dolan Chairman of the Board of Directors
- ---------------------------------
Charles F. Dolan
/s/ Thomas C. Dolan Senior Vice President, Chief Information Officer and Director
- ---------------------------------
Thomas C. Dolan
/s/ Marc A. Lustgarten Vice Chairman and Director
- ---------------------------------
Marc A. Lustgarten
Director
- ---------------------------------
Leo J. Hindrey, Jr.
/s/ Robert S. Lemle Executive Vice President, General Counsel, Secretary and Director
- ---------------------------------
Robert S. Lemle
/s/ Sheila A. Mahony Senior Vice President and Director
- ---------------------------------
Sheila A. Mahony
-16-
<PAGE>
SIGNATURE TITLE
--------- -----
Director and Chairman of the Executive Committee
- ---------------------------------
John Tatta
Director
- ---------------------------------
Patrick F. Dolan
Director
- ---------------------------------
John C. Malone
/s/ Charles D. Ferris Director
- ---------------------------------
Charles D. Ferris
/s/ Richard H. Hochman Director
- ---------------------------------
Richard H. Hochman
/s/ Victor Oristano Director
- ---------------------------------
Victor Oristano
Director
- ---------------------------------
Vincent Tese
</TABLE>
-17-
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Cablevision Systems of Corporation, and
CSC Holdings, Inc.
We consent to the incorporation by reference in the registration
statement on Form S-8 of Cablevision Systems Corporation of our reports dated
March 20, 1998, relating to the (i) consolidated balance sheet of Cablevision
Systems Corporation and subsidiary as of December 31, 1997, and (ii)
consolidated balance sheets of CSC Holdings, Inc. and subsidiaries as of
December 31, 1997 and 1996 and the related consoldiated statements of
operations, stockholders' deficiency and cash flows for each of the years in the
three-year period ended December 31, 1997, and the related schedule, which
reports appear in the December 31, 1997 annual report on Form 10-K of
Cablevision Systems Corporation and CSC Holdings, Inc. and to the references to
our firm under the heading "experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Jericho, New York
April 2, 1998
