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________________________________________________________________________________
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 'SS'240.14a-11(c) or 'SS'240.14a-12
CABLEVISION SYSTEMS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
____________________________________________________________
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE
REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
________________________________________________________________________________
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<S> <C>
NOTICE OF ANNUAL MEETING [LOGO]
June 17, 1999
AND PROXY STATEMENT
</TABLE>
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714-3581
Dear Stockholder:
You are cordially invited to attend our annual meeting of stockholders at 10:00
a.m. on June 17, 1999 at our new corporate headquarters building at 1111 Stewart
Avenue, Bethpage, New York.
In addition to the matters described in the attached proxy statement, we will
report on our Company's activities during 1998. You will have an opportunity to
ask questions and to meet your directors and executives.
I look forward to seeing you at the meeting. Your vote is important to us.
Please sign and return the enclosed proxy in the envelope provided.
Sincerely yours,
/s/ Charles F. Dolan
- - --------------------
Charles F. Dolan
Chairman
May 27, 1999
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF CABLEVISION SYSTEMS CORPORATION
TIME:
10:00 a.m., Eastern Standard Time
DATE:
June 17, 1999
PLACE:
Cablevision Systems Corporation
Corporate Headquarters
1111 Stewart Avenue
Bethpage, New York
PURPOSE:
Elect directors
Authorize additional common shares
Ratify appointment of independent accountants
Conduct other business if properly raised
Only stockholders of record on April 19, 1999 may vote at the meeting.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE, AND RETURN YOUR
PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
/s/ Robert S. Lemle
-----------------------------
Robert S. Lemle
Executive Vice President,
General Counsel and Secretary
May 27, 1999
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Cablevision Proxy Statement 1999
<TABLE>
<S> <C>
TABLE OF CONTENTS PAGE
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General Information................................................. 1
PROPOSAL 1 -- ELECTION OF DIRECTORS................................. 2
Director Compensation............................................ 5
Board Committees................................................. 5
PROPOSAL 2 -- AMENDMENT TO CERTIFICATE OF INCORPORATION TO AUTHORIZE
ADDITIONAL COMMON SHARES.......................................... 7
PROPOSAL 3 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT
ACCOUNTANTS....................................................... 8
Executive Compensation.............................................. 9
Compensation Committee Report.................................... 9
Executive Compensation Tables.................................... 12
Stock Performance Graph............................................. 16
Our Executive Officers.............................................. 20
Stock Ownership Table............................................... 21
Other Matters....................................................... 26
</TABLE>
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Proxy Statement 1999 Cablevision
GENERAL INFORMATION
WHO MAY VOTE
Holders of our Class A common stock and Class B common stock, as recorded in our
stock register on April 19, 1999, may vote at the meeting. On March 31, 1999,
there were 108,581,934 shares of Class A common stock and 43,126,836 shares of
Class B common stock outstanding. Class A shares have one vote per share and are
entitled to elect 25% of the Board of Directors. Class B shares have ten votes
per share and are entitled to elect 75% of the Board of Directors. Our Chairman,
Charles F. Dolan, and trusts for the benefit of members of his family, together
own Class B shares having the power to elect the eleven Class B directors, and
to approve Proposal 3.
HOW TO VOTE
You may vote in person at the meeting or by proxy. We recommend you vote by
proxy even if you plan to attend the meeting. You can always change your vote at
the meeting.
HOW PROXIES WORK
The Company's Board of Directors is asking for your proxy. Giving us your proxy
means you authorize us to vote your shares at the meeting in the manner you
direct. You may vote for all, some, or none of our director candidates. You may
also vote for or against the other proposals or abstain from voting.
If you sign and return the enclosed proxy card but do not specify how to vote,
we will vote your shares in favor of our director candidates and in favor of
Proposals 2 and 3.
You may receive more than one proxy or voting card depending on how you hold
your shares. Shares registered in your name are covered by one card. Cablevision
employees receive a separate card for any shares they hold in the Company's
401(k) Plan. And if you hold shares through someone else, such as a stockbroker,
you may get material from them asking how you want to vote.
SOLICITATION
In addition to this mailing, Cablevision employees may solicit proxies
personally, electronically or by telephone. Cablevision pays the costs of
soliciting this proxy. We also reimburse brokers and other nominees for their
expenses in sending these materials to you and getting your voting instructions.
REVOKING A PROXY
You may revoke your proxy before it is voted by submitting a new proxy with a
later date; by voting in person at the meeting; or by notifying the Company's
Secretary in writing.
CONFIDENTIAL VOTING
Independent inspectors count the votes. Your individual vote is kept
confidential from us unless special circumstances exist. For example, a copy of
your proxy card will be sent to us if you write comments on the card.
QUORUM
In order to carry on the business of the meeting, we must have a quorum. This
means at least a majority of the outstanding shares eligible to vote must be
represented at the meeting, either by proxy or in person.
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Cablevision Proxy Statement 1999
VOTES NEEDED
The candidates for election as Class A directors receiving the most votes from
holders of Class A stock will be elected to fill the seats for Class A directors
on the Board. The candidates for election as Class B directors receiving the
most votes from holders of Class B stock will be elected to fill the seats for
Class B directors on the Board. Approval of Proposal 2 requires the favorable
vote of a majority of the outstanding Class A shares, and 66 2/3% of the
outstanding Class B shares. Approval of Proposal 3 requires the favorable vote
of a majority of the votes cast. Abstentions and broker non-votes count for
quorum purposes and will have the effect of a vote against Proposal 2. They will
not affect Proposal 1 or Proposal 3. Broker non-votes occur when a broker
returns a proxy but does not have authority to vote on a particular proposal.
THE COMPANY
Cablevision was organized in 1997. Until March 4, 1998, Cablevision was known as
CSC Parent Corporation and was a subsidiary of CSC Holdings, Inc. (formerly
known as Cablevision Systems Corporation). On that date, we completed a
reorganization in which CSC Holdings, Inc. merged into a subsidiary of
Cablevision, and Cablevision became the parent holding company of CSC Holdings.
In this reorganization, all common shares of CSC Holdings were converted into
shares of Cablevision. When we refer to the Company in this proxy statement, we
are referring to CSC Holdings, Inc. for periods prior to March 4, 1998, and to
Cablevision for periods after that date.
On March 30, 1998, and again on August 21, 1998, Cablevision effected
two-for-one stock splits on its common stock. All share and per share amounts
for Cablevision and CSC Holdings in this proxy statement, have been adjusted to
reflect the stock splits.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board has nominated the director candidates named below. Of the fifteen
nominees for director, eleven are to be elected by the Class B stockholders and
four are to be elected by the Class A stockholders.
All Cablevision directors are elected for one-year terms.
Personal information on each of our nominees is given below. All our nominees
currently serve as Cablevision directors. Each current director was elected by
the stockholders at the last annual meeting except for Mr. Fitzgerald, who was
elected by the Board in April 1999.
The Board met five times last year. On average, Cablevision's directors attended
92% of Board and committee meetings.
If a director nominee becomes unavailable before the election, your proxy card
authorizes us to vote for a replacement nominee if the Board names one.
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Proxy Statement 1999 Cablevision
THE BOARD RECOMMENDS YOU VOTE FOR EACH OF THE FOLLOWING CANDIDATES:
DIRECTORS TO BE ELECTED BY CLASS A STOCKHOLDERS
CHARLES D. FERRIS, 66, Director since 1985. Member of the law firm of Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. since 1981. Chairman of the
Federal Communications Commission from October 1977 until April 1981.
- - --------------------------------------------------------------------------------
RICHARD H. HOCHMAN, 53, Director since 1986. Managing Partner of Regent Capital
Partners, L.P. since April 1995. Managing Director of PaineWebber Incorporated
from 1990 to April 1995. Mr. Hochman is also a director of Evercon, Inc. and
R.A.B. Enterprises, Inc.
- - --------------------------------------------------------------------------------
VICTOR ORISTANO, 82, Director since 1985. Chairman of Alda Limited Partners, a
holding company which has built and operated cable television systems in
Connecticut, Florida, New Jersey, Pennsylvania and England since 1966. Mr.
Oristano is also a member of the Board of Directors of People's Choice TV Corp.
- - --------------------------------------------------------------------------------
VINCENT TESE, 56, Director since 1996. Director of the Bear Stearns Companies,
Inc. since December 1994. Chairman of Wireless Cable International, Inc. since
July 1995. Chairman of Cross Country Wireless from December 1994 to July 1995.
Mr. Tese served as Chairman and Chief Executive Officer of the New York State
Urban Development Corporation from 1985 to 1987, and as Director of Economic
Development for New York State from 1987 to December 1994. Mr. Tese also serves
on the Board of Directors of Allied Waste Industries, Inc., Bowne and Company,
Inc., Mack-Cali Realty Corp. and KeySpan Energy Corp.
DIRECTORS TO BE ELECTED BY CLASS B STOCKHOLDERS
CHARLES F. DOLAN, 72, Director since 1985. Chairman of the Company since 1985.
Chief Executive Officer of the Company from 1985 to October 1995. Founded and
acted as the General Partner of the Company's predecessor from 1973 until 1985.
Established Manhattan Cable Television in 1961 and Home Box Office in 1971.
Charles F. Dolan is the father of James L. Dolan, Patrick F. Dolan and Thomas
C. Dolan.
- - --------------------------------------------------------------------------------
JAMES L. DOLAN, 43, Director since 1991. President of the Company since June
1998 and Chief Executive Officer of the Company since October 1995. Chief
Executive Officer of Rainbow Programming Holdings, Inc., a subsidiary of the
Company, from September 1992 to October 1995. Vice President of the Company
from 1987 to September 1992. James L. Dolan is the son of Charles F. Dolan and
the brother of Patrick F. Dolan and Thomas C. Dolan.
- - --------------------------------------------------------------------------------
MARC A. LUSTGARTEN, 52, Director since 1985. Vice Chairman of the Company since
1989. Executive Vice President of the Company from 1985 to 1989.
- - --------------------------------------------------------------------------------
WILLIAM J. BELL, 59, Director since 1985. Vice Chairman of the Company since
1985. Joined the Company's predecessor in 1979.
- - --------------------------------------------------------------------------------
ROBERT S. LEMLE, 46, Director since 1988. Executive Vice President, General
Counsel and Secretary of the Company since February 1994. Senior Vice
President, General Counsel and Secretary of the Company from 1986 to February
1994.
- - --------------------------------------------------------------------------------
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Cablevision Proxy Statement 1999
SHEILA A. MAHONY, 57, Director since 1988. Executive Vice President,
Communications, Government and Public Affairs since April 1999. Senior Vice
President, Communications and Public Affairs of the Company from June 1995
through April 1999. Vice President of Government Relations and Public Affairs
of the Company and the Company's predecessor from 1980 to June 1995.
- - --------------------------------------------------------------------------------
THOMAS C. DOLAN, 46, Director since 1998. Senior Vice President and Chief
Information Officer of the Company since February 1996. Vice President and
Chief Information Officer of the Company from July 1994 to February 1996.
General Manager of the Company's East End Long Island cable system from
November 1991 through July 1994. Thomas C. Dolan is the son of Charles F. Dolan
and brother of Patrick F. Dolan and James L. Dolan.
- - --------------------------------------------------------------------------------
PATRICK F. DOLAN, 48, Director since 1991. Vice President of News of the
Company since September 1995. News Director of News 12 Long Island, a
subsidiary of the Company, since December 1991. Patrick F. Dolan is the son of
Charles F. Dolan and the brother of James L. Dolan and Thomas C. Dolan.
- - --------------------------------------------------------------------------------
JOHN TATTA, 79, Director since 1985. Consultant to the Company since January
1992. Mr. Tatta serves on the executive committee and the compensation
committee of the Board of Directors. President of the Company through December
1991. Chief Operating Officer of the Company from 1985 to 1989 and of the
Company's predecessor from 1973 through 1985. Executive officer of Manhattan
Cable Television during the 1960's and the early 1970's.
- - --------------------------------------------------------------------------------
LEO J. HINDERY, JR., 51, Director since 1998. Chief Executive Officer of AT&T
Broadband and Internet Services since March 1999. Director of
Tele-Communications, Inc. from May 1997 through March 1999. President and Chief
Operating Officer of Tele-Communications, Inc. since March 1997. President,
Chief Executive Officer and Director of TCI Communications, Inc. since March
1997. Founder, Managing General Partner and Chief Executive Officer of
InterMedia Partners and its affiliated entities since 1988. Director of At Home
Corporation, Knowledge Enterprises, Inc., Lenfest Group and Liberty Media
Group.
- - --------------------------------------------------------------------------------
WILLIAM R. FITZGERALD, 42, Director since April 1999. Executive Vice President
and Chief Operating Officer of AT&T Broadband and Internet Services since
November 1998. Executive Vice President of Corporate Development and
Partnership Relations of TCI Communications, Inc. from December 1997 to
November 1998. Senior Vice President of Corporate Development of TCI
Communications from March 1996 to December 1997. Prior to joining TCI
Communications, Mr. Fitzgerald was Senior Vice President and a Partner at
Daniels & Associates, a leading brokerage and investment banking firm to the
communications industry.
4
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Proxy Statement 1999 Cablevision
DIRECTOR COMPENSATION
Cablevision employees receive no extra pay for serving as directors.
Non-employee directors receive a base fee of $20,000 per year; $1,000 per Board
and committee meeting attended in person, and $500 per Board and committee
meeting attend by telephone. Non-employee directors also receive $2,500 annually
per committee membership and $5,000 annually per committee chairmanship.
We also pay a portion of director compensation in stock options. Each
non-employee director receives options to purchase 10,000 shares of stock when
first elected to the Board and, if the director remains in office, options to
purchase an additional 2,000 shares each following year. The exercise price for
these options is the closing price of the stock on the date prior to the grant,
and they are all vested when granted.
BOARD COMMITTEES
The Board has three permanent committees: the Audit Committee, the Compensation
Committee and the Executive Committee. The Board does not have a Nominating
Committee.
THE AUDIT COMMITTEE is responsible for accounting and internal control matters.
Subject to stockholder approval, the committee chooses the independent public
accountants to audit the Company's financial statements. The committee consults
with the independent accountants and reviews their audit and other work. The
committee also consults with the Company's Controller and Internal Audit
department and reviews our internal controls and compliance with policies.
Committee members: Messrs. Oristano (Chairman) and Hochman.
Meetings last year: two
THE COMPENSATION COMMITTEE represents the Board in discharging its
responsibilities with respect to the Company's employee stock plans and, in
doing so, administers such plans with regard to, among other things, the
determination of eligibility of employees, the granting of stock, SARs and/or
options, and the termination of such plans. This committee also determines the
appropriate levels of compensation, including salaries, bonuses, stock and
option rights and retirement benefits for members of the Company's senior
management, subject to the approval of the Board of Directors. A subcommittee of
the Compensation Committee has exclusive authority and responsibility for, and
with respect to, all annual bonus determinations and any grants or awards under
the Company's Employee Stock Plan or Long-Term Incentive Plan to any executive
officer of the Company, and to the Company's other most senior employees. The
committee's report on executive compensation starts on page 9.
Committee members: Messrs. Hochman (Chairman), Oristano and Tatta.
Meetings last year: five
Subcommittee members: Messrs. Hochman and Oristano
Meetings last year: two
THE EXECUTIVE COMMITTEE has broad power to act on behalf of the Board. In
practice, the committee only meets when it is impractical to call a meeting of
the full Board.
Committee members: Messrs. James Dolan (Chairman), Lustgarten, Bell, Lemle,
Hochman and Tatta.
Meetings last year: six
OTHER COMMITTEES
In addition to standing committees, the Board of Directors from time-to-time
convenes a Special Committee, in
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Cablevision Proxy Statement 1999
accordance with the Company's By-laws, to consider any proposed investment in,
or advance to, Charles Dolan, members of his family, trusts for the benefit of
his family members, or companies (other than the Company) owned or controlled by
any of them. Our stockholders agreement with AT&T allows AT&T to appoint two of
the four members of the Special Committee.
In October 1998, the Board appointed the Y2K Committee. The Y2K Committee meets
with the Company's information technology executives and the Company's outside
Y2K consultant, to monitor the progress of the Company's Y2K compliance efforts.
Y2K Committee members: Messrs. James Dolan, Thomas Dolan, Hindery and Hochman.
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Proxy Statement 1999 Cablevision
PROPOSAL 2
TO AUTHORIZE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK
FROM 200 MILLION TO 400 MILLION AND FROM 80 MILLION TO 160 MILLION,
RESPECTIVELY.
Following the increase in the trading price of our common stock over the past
several years, we effected two consecutive two-for-one stock splits in 1998; the
first in March and the second in August. The issuance of shares in the stock
splits has depleted our supply of authorized and unissued shares. In order to
ensure that we have a sufficient supply of authorized shares for corporate
purposes, including additional stock splits, we are proposing a doubling of our
authorized Class A shares from 200 to 400 million and Class B shares from 80 to
160 million.
CURRENT SUPPLY
A corporation may not issue more shares than are authorized in its Certificate
of Incorporation. Our Certificate of Incorporation authorizes the issuance of up
to 200 million Class A shares and 80 million Class B shares. On March 31, 1999,
there were 108,581,934 outstanding Class A shares. In addition, the Board of
Directors has reserved shares to satisfy potential future requirements. These
reserved shares include:
43,126,836 shares for issuance if the holders of Class B shares elect to
convert their shares to Class A shares,
20,462,640 shares for issuance if the holders of CSC Holdings, Inc.'s
Series I Preferred Stock elect to convert their shares to Class A shares,
and
13,653,426 shares for issuance under our employee stock plans and our
Non-employee Director Stock Option Plan.
These reserved shares, together with our issued and outstanding shares at March
31, 1999, total 185,824,836 shares. This leaves only 14,175,164 authorized
Class A shares that have not been issued or reserved. On March 31, 1999, there
were 43,126,836 outstanding shares of Class B stock, leaving 36,873,164
available for future issuance.
PROPOSED AMENDMENT
Our proposed amendment increases the number of authorized Class A shares from
200 to 400 million, and the number of authorized Class B shares from 80 to 160
million. We believe that the proposed increase is in the best interests of
Cablevision and our stockholders. It is important for the Board to have the
flexibility to act promptly to meet future business needs as they arise.
Sufficient shares should be available to maintain our financing and capital
raising flexibility, for stock splits and stock dividends, acquisitions and
mergers, employee benefit plans and other proper business purposes. While the
issuance of additional Class A shares and Class B shares could also be used to
impede an unsolicited bid for control of the Company which the Board of
Directors believed was not in the best interests of the Company or its
stockholders, the availabilities of additional Class A shares and Class B shares
as a defensive response to a takeover attempt was not a motivating factor in the
Board's approval of the proposed amendment to the Certificate of Incorporation.
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Cablevision Proxy Statement 1999
REQUIRED VOTE
The proposed amendment to the Certificate of Incorporation requires (i) the
affirmative vote of a majority of the outstanding Class A shares, voting
together as a class, and (ii) the affirmative vote of holders of at least
66 2/3% of the outstanding Class B shares voting together as a class. AT&T
Corp., which beneficially owns approximately 46.1% of the outstanding Class A
shares, is required to vote its shares in direct proportion to the votes of
Class A stockholders who are not affiliates or associates of AT&T, Charles
Dolan, or members of Charles Dolan's family.
THE BOARD RECOMMENDS YOU VOTE FOR THIS PROPOSAL.
PROPOSAL 3
RATIFICATION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS.
The Audit Committee of the Board has approved KPMG LLP (KPMG) to audit our
financial statements for 1999. We are asking that you ratify that appointment. A
KPMG representative will be at the annual meeting to answer appropriate
questions and to make a statement if he or she desires. This proposal requires
the affirmative vote of the majority of the Class A and Class B shares, voting
together as a single class.
THE BOARD RECOMMENDS YOU VOTE FOR THIS PROPOSAL.
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Proxy Statement 1999 Cablevision
EXECUTIVE COMPENSATION
REPORT OF COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
The Compensation Committee is comprised of three members, Richard Hochman,
Victor Oristano and John Tatta, none of whom are employees of the Company. John
Tatta, the Company's former President, is a consultant to the Company. A
subcommittee of the Compensation Committee, comprised of Messrs. Hochman and
Oristano, has exclusive authority and responsibility for all annual bonus
determinations and any grants or awards under the Company's Employee Stock Plan
and Long-Term Incentive Plan to the Company's executive officers and other most
senior employees.
Our goal, as members of the Compensation Committee, is to develop executive
compensation policies and programs which are consistent with, explicitly linked
to, and supportive of the strategic objectives of growing the Company's
businesses and maximizing stockholder value. We believe that a strong link
should exist between executive compensation and management's ability to maximize
stockholder value. We adhere to this belief by developing both short-term and
long-term incentive compensation programs that provide competitive compensation
and reflect Company performance.
COMPENSATION PHILOSOPHY
The four fundamental principles to which we adhere in discharging our
responsibilities are as follows:
First, the majority of the annual and long-term compensation for the
Company's senior executive officers should be at risk, with actual
compensation levels correlating with the Company's actual performance in
certain key areas determined by the Committee.
Second, over time, incentive compensation of the Company's senior executive
officers should focus more heavily on long-term rather than short-term
accomplishments and results.
Third, equity-based compensation and equity ownership requirements should be
used on an increasing basis so as to provide executive officers with clear
and direct links to the stockholders' interests.
Fourth, the overall executive compensation program should be competitive,
equitable and structured so as to ensure the Company's ability to attract,
retain, motivate and reward the talented executives who are essential to the
Company's continuing success. Total compensation, rather than individual
compensation elements, is the focus of our intent to provide competitive
compensation opportunities.
We believe that continued revenue growth as well as continued improvements in
cash flow should be recognized in considering compensation levels along with
improvements in overall effectiveness, productivity, return on investment and
success of strategic alliances and business acquisitions and combinations.
We meet with an outside compensation consultant at least annually to evaluate
how well the Company's executive compensation program adheres to this philosophy
and to evaluate the level and mix of salary, annual bonuses and long-term
incentives.
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Cablevision Proxy Statement 1999
COMPENSATION ELEMENTS
Our compensation program for executives consists of four principal elements,
each of which is vitally important in meeting the Company's need to attract,
retain, motivate and reward highly-qualified executives.
The four principal compensation elements are:
BASE SALARIES
Base salaries for executives are set at levels which are intended to reflect the
competitive marketplace for companies that are of comparable size and complexity
and would be considered our competitors in attracting and retaining quality
executives. We review the salaries of the named officers based on our assessment
of each executive's experience and performance and a comparison to salaries of
peers in other companies. The employment agreements for Messrs. Charles Dolan,
James Dolan, Bell, Lustgarten and Lemle set minimum salary levels.
ANNUAL INCENTIVES
Annual incentive awards have been made to selected executives pursuant to the
Management Performance Incentive Plan (MPIP) and the Executive Performance
Incentive Plan (EPIP) on the basis of the performance of the Company, the
business unit and the individual, relative to budget in such areas as revenue,
cash flow, operating income, operating margin, customer satisfaction and the
like. We intend to continue providing annual incentives in concert with other
compensation elements in order to maintain a competitive total compensation
program for executives. We review and approve all performance measures and goals
established under the MPIP and all annual incentive payments to executives
covered under the MPIP. The Senior Officer Compensation Subcommittee
reviews and approves all performance measures and goals established under the
EPIP and all annual incentive payments to executives covered under the EPIP. The
bonuses awarded to Messrs. Charles Dolan, William Bell, Marc Lustgarten and
Robert Lemle for 1998 reflect the Company's performance in exceeding virtually
all of its plans and budgets for the year, completing several transactions that
greatly enhanced the Company's asset values, and achieving significant
improvement in the Company's stock price and stockholder returns.
LONG-TERM INCENTIVES
We have granted stock options, restricted stock and stock appreciation rights to
executives under the Employee Stock Plan and earlier plans. Stock option and SAR
awards granted during 1998 to the named executive officers are described in the
Option/SAR Grants Table below. In addition, we have granted Performance Awards
to selected executives under the Long-Term Incentive Plan (LTIP). Under the
LTIP, the Company makes contingent cash performance awards to selected
executives to be earned on the basis of long-term performance relative to
pre-established goals. LTIP awards granted during 1998 to the named executive
officers are described in the LTIP Awards table below. Stock options and other
long-term incentives are intended both to join the interests of executives with
the interests of stockholders by facilitating the ownership of stock and to
provide competitive long-term incentive opportunities to executives. Among the
performance measures that we may use to govern the earnout of contingent
performance awards are earnings per share, total return to stockholders, return
on investment, operating income or net income, costs, results relative to
budget, cash flow, cash flow margin, and growth in the Company's market value.
Charles F. Dolan does not
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Proxy Statement 1999 Cablevision
participate in the Employee Stock Plan or the LTIP.
BENEFITS
Benefits offered to executives serve a different purpose than do other elements
of the total compensation program. In general, they provide for retirement
income and serve as a safety net against problems which can arise from illness,
disability or death. Benefits offered to senior executive officers are basically
those offered to other employees of the Company.
EVALUATION PROCEDURE
In determining matters regarding executive officer compensation (other than the
President and Chief Executive Officer), we review with the Chairman, the
President and Chief Executive Officer, the Vice Chairmen, the Executive Vice
Presidents and the independent compensation consultant the respective areas of
authority and responsibility of the various executive officers and the
performance and contribution of each to the efforts of the Company in meeting
its goals.
Our independent compensation consultant has confirmed that compensation paid in
1998 to the named officers is consistent with the Company's compensation
philosophy and objectives.
CEO COMPENSATION
Decisions regarding the compensation of the President and Chief Executive
Officer, James L. Dolan, are the responsibility of the Senior Officer
Compensation Subcommittee of the Compensation Committee. James L. Dolan's base
salary for 1998 was $900,000. Mr. Dolan was awarded a bonus for 1998 of
$2,500,000, which was significantly greater than his target bonus level. This
bonus reflected the Company's performance in exceeding virtually all of its
plans and budgets for the year, completing several transactions that greatly
enhanced asset values, and achieving significant improvement in the Company's
stock price and stockholder returns. In evaluating and determining Mr. Dolan's
compensation, the Senior Officer Compensation Subcommittee and its compensation
consultant compared the Company's compensation practices and levels to those of
other companies involved in similar businesses, including but not limited to,
the companies included in the Peer Group Index contained in the Stock Price
Performance Graph. Based on this review, the Subcommittee determined that the
compensation paid to Mr. Dolan for 1998 was appropriate.
DEDUCTIBILITY OF CERTAIN EXECUTIVE COMPENSATION
Beginning in 1994, the Omnibus Reconciliation Act of 1993 limits to $1 million
the amount that may be deducted by a publicly held corporation for compensation
paid to each of its named executives in a taxable year, unless the compensation
in excess of $1 million is 'qualified performance-based compensation'. Our
policy is to design its short-term and long-term compensation plans to qualify
for the exemption from the deduction limitations of Section 162(m) of the Code
and to be consistent with providing appropriate compensation to executives.
Members of the Compensation Committee
Richard H. Hochman Victor Oristano John Tatta
11
<PAGE>
Cablevision Proxy Statement 1999
EXECUTIVE COMPENSATION TABLES
These tables show the compensation of the Company's Chief Executive Officer and
the four other most highly paid executives.
See the Compensation Committee report beginning on page 9 for an explanation of
our compensation philosophy.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- - -------------------------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation Awards
----------------------------------------------
Securities All Other
Name/ Salary Bonus Underlying Compensation
Principal Postion Year ($) ($) Options/SARs(#) ($)(1)
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles F. Dolan 1998 900,000 1,160,000 0 473,229
Chairman & Director 1997 525,000 525,000 0 315,962
1996 525,000 225,000 0 150,934
...............................................................................................................................
James L. Dolan 1998 900,000 2,500,000 160,000 137,682
President, Chief Executive Officer & Director 1997 550,000 2,750,000 0 213,684
1996 555,206 225,000 0 43,188
...............................................................................................................................
Marc A. Lustgarten 1998 750,000 2,000,000 0 103,839
Vice Chairman & Director 1997 525,000 2,250,000 720,000 58,635
1996 525,000 330,000 0 52,866
...............................................................................................................................
William J. Bell 1998 700,000 1,900,000 0 119,611
Vice Chairman & Director 1997 525,000 2,150,000 700,000 117,275
1996 500,000 330,000 0 100,239
...............................................................................................................................
Robert S. Lemle 1998 525,000 1,000,000 0 60,539
Executive Vice President, General Counsel, 1997 475,000 1,250,000 605,200 51,753
Secretary & Director 1996 475,000 315,000 0 49,999
</TABLE>
(1) For 1998, represents the sum of (i) for each individual, $3,200
contributed by CSC Holdings on behalf of such individual under the
Company's Cash Balance Pension Plan (the 'Pension Plan'), (ii) for each
individual, $30,000 credited to such individual (other than Mr. James
Dolan) on the books of the Company's pursuant to the defined contribution
portion of the Company's Supplemental Benefit Plan (the 'Supplemental
Plan'), (iii) for each individual, the following amounts contributed by
the Company on behalf of such individual as a matching contribution under
the Company's 401(k) Plan: Mr. Charles Dolan $5,000, Mr. James Dolan
$5,000; Mr. Bell $4,374; Mr. Lustgarten $5,000 and Mr. Lemle $4,000, and
(iv) for each individual, the following amounts paid as a premium on
individual life insurance policies purchased by the Company for the
executive officer to replace coverage under the integrated policy
previously provided by the Company: Mr. Charles Dolan $130,276; Mr. James
Dolan $37,705; Mr. Bell $82,037; Mr. Lustgarten $29,385; and Mr. Lemle
$20,268 and (v) for Mr. Charles Dolan, Mr. James Dolan, Mr. Lustgarten and
Mr. Lemle, 304,753; 91,777; 36,254; and 3,071 respectively, representing
the value of personal use of the Company's aircraft, determined in
accordance with the Standard Industry Fare Level as promulgated by the
Internal Revenue Service.
12
<PAGE>
Proxy Statement 1999 Cablevision
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term(1)
------------------------------------------------------------------------------------------------
% of Total
Options/SARs
Granted to
Employees Exercise or Market Price
Option/SARs in Fiscal Base Price On Date of Expiration
Name Granted(#) Year 1998 ($/Share) Grant($) Date 5%($) 10%($)
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
James L. Dolan 60,000(2) 3.2% 27.69 27.69 5/29/08 2,785,600 7,060,800
</TABLE>
(1) The dollar amounts under these columns are the result of calculations at
5% and 10% rates set by the SEC, and therefore are not intended to
forecast possible future appreciation of the Company's stock price. In all
cases the appreciation is calculated from the award date to the end of the
option term.
(2) Options and SARs granted on May 29, 1998 under the 1998 Employee Stock
Plan. Such options and SARs become exercisable in annual installments of
33.33% per year, beginning on May 29, 1999 and on each of the first two
anniversaries of that date. One half of the amounts set forth are options
and one half are SARs. Options and SARs may be independently exercised.
Vesting of options and SARs may be accelerated upon a change of control of
the Company (see 'Employee Contracts and Severance and Change-In-Control
Arrangements' below).
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
Value of
Number of Securities Unexercised In-The-Money
Underlying Unexercised Options/SARs at
Options/SARs at 12/31/98(#) 12/31/98($)
Shares Acquired Value --------------------------------------------------------------------
Name On Exericise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles F. Dolan -- -- -- -- -- --
...................................................................................................................................
James L. Dolan -- -- 199,332 106,668 6,981,886 2,393,362
...................................................................................................................................
Marc A. Lustgarten 328,400(1) 7,969,700 522,000 240,000 22,304,250 10,320,000
...................................................................................................................................
William J. Bell 328,400(1) 7,969,700 508,664 233,336 21,730,802 10,033,448
...................................................................................................................................
Robert S. Lemle 115,600(1) 2,886,121 579,472 191,728 24,500,170 8,244,304
</TABLE>
(1) Exercise of stock options and SARs granted under CSC Holdings' Amended and
Restated Employee Stock Plan and CSC Holdings' First Amended and Restated
1996 Employee Stock Plan.
13
<PAGE>
Cablevision Proxy Statement 1999
LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------------------------
Performance or
Other Period Estimated Future Payouts Under
Number of Until Non-Stock Price-Based Plans
Shares, Units or Maturation or -------------------------------------------
Name Other Rights (#) Payout Threshold($) Target($) Maximum
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles F. Dolan -- -- -- -- --
.................................................................................................................................
James L. Dolan N/A 12-36 mos. -- 4,500,000(1) --
.................................................................................................................................
Marc A. Lustgarten N/A 12-36 mos. -- 3,000,000(1) --
.................................................................................................................................
William J. Bell N/A 12-36 mos. -- 2,500,000(1) --
.................................................................................................................................
Robert S. Lemle N/A 12-36 mos. -- 2,000,000(1) --
</TABLE>
(1) Contingent cash awards granted under the Company's Long-Term Incentive
Plan, in the amounts indicated. The indicated amounts are payable in full
upon the attainment of specified performance objectives, including (a)
incremental cash flow in respect of calendar years 1998, 1999 and 2000 in
excess of specified targets, and (b) private market value of the Company
at the end of any calendar quarter starting with the fourth quarter of
1998, in excess of specified targets.
14
<PAGE>
Proxy Statement 1999 Cablevision
DEFINED BENEFIT PENSION PLAN
The Company's Nonqualified Supplemental Benefit Plan provides
actuarially-determined pension benefits, among other types of benefits, for nine
employees of the Company or its subsidiaries who were previously employed by
Cablevision Systems Services Corporation ('CSSC'). CSSC, which is wholly-owned
by Charles Dolan, provided management services to Cablevision Company (the
Company's predecessor) and to certain affiliates of the Company. The
Supplemental Plan is designed to provide these employees, in combination with
certain qualified benefit plans maintained by the Company and certain qualified
retirement plans formerly maintained by CSSC, with the same retirement benefit
formulae they would have enjoyed had they remained employees of CSSC and
continued to participate in the former CSSC qualified plans. The Supplemental
Plan provides that the Company may set aside assets for the purpose of paying
benefits under the Supplemental Plan, but that any such assets remain subject to
the claims of creditors of the Company.
The defined benefit feature of the Supplemental Plan provides that, upon
attaining normal retirement age (the later of age 65 or the completion of five
years of service), a participant will receive an annual benefit equal to the
lesser of 75% of his or her average compensation (not including bonuses and
overtime) for his or her three most highly compensated years and the maximum
benefit permitted by the Code (the maximum in 1998 is $130,000 for employees who
retire at age 65), reduced by the amount of any benefits paid to such individual
pursuant to the qualified defined benefit plan formerly maintained by CSSC. This
benefit will be reduced proportionately if the participant retires or otherwise
terminates employment before reaching normal retirement age.
The following sets forth the estimated annual benefits payable upon normal
retirement under the defined benefit portion of the Supplemental Plan (reduced
by any retirement benefits paid in connection with the termination of the CSSC
Defined Benefit Pension Plan) to the following persons: Mr. Charles Dolan,
$162,986; Mr. James Dolan, $0; Mr. Bell, $101,179; Mr. Lustgarten, $108,326 and
Mr. Lemle, $112,891.
STOCK PERFORMANCE GRAPH
The chart below compares the performance of the Company's Class A Common Stock
with the performance of the Russell 3000 Index and a Peer Group Index by
measuring the changes in Class A Common Stock prices from December 31, 1993
through December 31, 1998. As required by the SEC, the values shown assume the
reinvestment of all dividends. Because no published index of comparable media
companies currently reports values on a dividends-reinvested basis, the Company
has created a Peer Group Index for purposes of this graph in accordance with the
requirements of the SEC. The Peer Group Index is made up of companies that
engage in cable television operations as a significant element of their
business, although not all of the companies included in the Peer Group Index
participate in all of the lines of business in which the Company is engaged and
some of the companies included in the Peer Group Index also engage in lines of
business in which the Company does not participate. Additionally, the market
capitalizations of many of the companies included in the Peer Group are quite
different from that of the Company. The common stocks of the following companies
have been included in the Peer Group Index: Adelphia Communications Corporation,
Comcast Corporation, Century Communications Corporation, Falcon Cable Systems
Company, TCA Cable TV, Inc.,
15
<PAGE>
Cablevision Proxy Statement 1999
Tele-Communications, Inc., The Times Mirror Company and Time Warner Inc.
The chart assumes $100 was invested on December 31, 1993 in each of the
Company's Class A Common Stock, the Russell 3000 Index and the Peer Group Index
and reflects reinvestment of dividends on a quarterly basis and market
capitalization weighting.
FIVE YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN
FOR CSC HOLDINGS, INC./CABLEVISION SYSTEMS CORPORATION,
RUSSELL 3000 INDEX AND PEER GROUP
[PERFORMANCE GRAPH]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
CABLEVISON SYSTEMS
CORPORATION 100 74 80 45 141 591
PEER GROUP 100 76 90 84 145 276
RUSSELL 3000 INDEX 100 98 132 161 212 262
</TABLE>
EMPLOYMENT CONTRACTS AND SEVERANCE
AND CHANGE-IN-CONTROL ARRANGEMENTS
Charles Dolan has an employment agreement with the Company expiring in January
2000 with automatic renewals for successive one-year terms unless terminated by
either party at least three months prior to the end of the then existing term.
The agreement provides for annual compensation of not less than $400,000 per
year to Mr. Dolan. The agreement also provides for payment to Mr. Dolan's estate
in the event of his death during the term of such agreement, of an amount equal
to the greater of one year's base salary or one-half of the compensation that
would have been payable to Mr. Dolan during the remaining term of such
agreement.
Under the applicable award agreements, the vesting of the bonus award shares,
stock options and SARs granted to employees, including Messrs. James Dolan,
Bell, Lustgarten and Lemle, under the Company's Employee Stock Plan and its
predecessor plans, may be accelerated, in certain circumstances, upon a
'change of control' of the Company. A 'change of control' is defined as the
acquisition by any person or group, other than Charles Dolan or members of his
immediate family (or trusts for the benefit of Charles Dolan or his immediate
family) or any employee benefit plan sponsored or maintained by the Company,
of (1) the power to direct the management of substantially all of the cable
television systems then owned by the Company in the New York City metropolitan
area, or (2) after any fiscal year of the Company in which the Company's cable
television systems in the New York City metropolitan area contributed in the
aggregate less than a majority of the net revenues of the Company and its
consolidated subsidiaries, the power to direct the management of the Company
or substantially all of its assets. Upon such a change in control, the
16
<PAGE>
Proxy Statement 1999 Cablevision
bonus award shares, stock options and SARs may be converted into either a
right to receive an amount of cash based upon the highest price per share of
Common Stock paid in the transaction resulting in the change of control, or into
a corresponding award with equivalent profit potential in the surviving entity,
at the election of the Compensation Committee.
The Company adopted as of May 1, 1994, a severance pay plan pursuant to which an
employee whose employment is involuntarily terminated (other than for cause) or
who resigns with the approval of the Company, may receive a benefit in an amount
determined by the Company.
In March 1998, the Company entered into employment agreements with each of
Messrs. Bell, Lustgarten and Lemle, which agreements replaced previous
employment agreements. The agreements are each for a three year term ending
December 31, 2000 and may each be extended for additional one-year periods,
unless the Company or the executive notifies the other of its election not to
extend by the preceding October 31. In January 1999, the Company entered into an
employment agreement with James Dolan. This agreement is for a three year term
expiring December 31, 2001 and may be extended for additional one year periods
unless the Company or Mr. Dolan notifies the other of an election not to extend
by the preceding October 31. Under their respective agreements, these executives
are to receive annual salaries of not less than $950,000 in the case of Mr.
James Dolan, $700,000 in the case of Mr. Bell, $750,000 in the case of Mr.
Lustgarten, and $525,000 in the case of Mr. Lemle. Each agreement also provides
that in the event that the executive leaves the Company involuntarily (other
than for cause), following a change of control (as defined above), or because
such executive's compensation, title or responsibilities are reduced without his
consent, such executive shall be entitled to receive (1) a severance payment of
not less than the salary due for the remainder of the employment agreement or
one year's annual salary (or three times the sum of his annual salary plus his
prior year's annual bonus in the event of a change of control), whichever is
greater, (2) an annual bonus of not less than 100% of annual salary for Messrs.
James Dolan, Bell, Lustgarten and 65% of annual salary for Mr. Lemle, pro rated
for the months worked during such year, (3) the right to receive payment of all
bonus shares and deferred compensation awards, and to exercise all stock option
and conjunctive right awards for the remainder of the term of the agreement, or
a period of 180 days, if greater, whether or not such awards are due or
exercisable at the time, (4) the right to receive payment of all outstanding
long-term performance awards, at such time, if any, as such awards shall be
earned (as if such employee remained in the continuous employ of the Company
through the payment date), (5) three years payment of life insurance premiums
and (6) the right to participate in the Company's health plan for retired
executives.
In February 1996, the Compensation Committee adopted the Cablevision Systems
Corporation Supplemental Life Insurance Premium Payment Plan (the 'Supplemental
Life Insurance Premium Payment Plan'). Under the Supplemental Life Insurance
Premium Payment Plan, at all times following a change of control (as detailed
above) the Company would pay on behalf of certain executive officers of the
Company, including Messrs. James Dolan, Bell, Lustgarten and Lemle, all premiums
on life insurance policies purchased by the Company for such executive officers,
up to the aggregate amount of additional premiums, if any, necessary to fund
fully the face amount of such executive officer's policy as in effect
immediately prior to the change of control.
17
<PAGE>
Cablevision Proxy Statement 1999
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As disclosed above, the Compensation Committee of the Board of Directors is
comprised of Messrs. Oristano, Tatta and Hochman. (See 'Report of Compensation
Committee,' above.) Mr. Tatta, the former President of CSC Holdings is currently
a consultant to the Company. Mr. Oristano and Mr. Hochman are not employees of
the Company.
The Company has made investments in and advances to certain affiliates of which
Mr. Dolan or Dolan family interests had or have ownership interests.
On August 23, 1996, the Company entered into an agreement with Northcoast
Operating Co., Inc. ('Northcoast') and certain of its affiliates, to form a
limited liability company (the 'LLC') to participate in the auctions conducted
by the Federal Communications Commission ('FCC') for certain licenses to conduct
a personal communications service ('PCS') business. The Company has contributed
an aggregate of approximately $31 million to the LLC (either directly or through
a loan to Northcoast) and holds a 49.9% interest in the LLC and certain
preferential distribution rights. Northcoast is a Delaware corporation
controlled by John Dolan. John Dolan is a nephew of Charles F. Dolan and cousin
of James Dolan.
Richard H. Hochman, a director and a nominee for director, was, until April,
1995, a Managing Director of PaineWebber Incorporated. PaineWebber Incorporated
has performed investment banking services for entities affiliated with Charles
Dolan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS WITH OTHER DIRECTORS
Charles D. Ferris, a director and a nominee for director, is a partner in the
law firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. which provides
legal services to the Company and certain of its subsidiaries.
Vincent Tese, a director and a nominee for director, is a director of The Bear
Stearns Companies, Inc. Bear Stearns has performed investment banking services
for the Company.
Each of Leo J. Hindery, Jr. and William R. Fitzgerald, each a director and a
nominee for director, is an officer of AT&T. As described above, AT&T holds
approximately 33% of the Company's common stock and has certain contractual
rights under the Stockholders Agreement, including rights of consultation
concerning certain transactions including transfers of stock by Class B
stockholders and transfers of assets by the Company. AT&T also owns, or holds
ownership interests in, various companies that transact business with the
Company on a regular basis.
CONFLICTS OF INTEREST
Charles Dolan and certain other principal officers of the Company and various
affiliates of the Company are subject to certain conflicts of interest. These
conflicts include, but are not limited to, the following:
Business Opportunities. Charles Dolan may from time to time be presented with
business opportunities which would be suitable for the Company and affiliates of
the Company in which Mr. Dolan and his family have varying interests. Mr. Dolan
has agreed that he will own and operate cable television systems only through
the Company, except for cable television systems which the company elects not to
acquire under its right of first refusal. Mr. Dolan will offer to the Company
the opportunity to acquire or invest in any cable television system or franchise
therefor or interest therein that is offered or available to him or his family
interests. If a majority of the members of the Board of Directors, who are not
employees of
18
<PAGE>
Proxy Statement 1999 Cablevision
the Company or any of its affiliates (the 'Independent Directors') rejects such
offer, Mr. Dolan or such family interests may acquire or invest in such cable
television system or franchise therefor or interest therein individually or with
others on terms no more favorable to Mr. Dolan than those offered to the
Company. Mr. Dolan's interests in companies other than the Company, may conflict
with his interest in the Company.
Except for the limitations on the ownership and operation of cable television
systems as described above, Mr. Dolan is not subject to any contractual
limitations with respect to his other business activities and may engage in
programming and other businesses related to cable television. A significant
portion of Mr. Dolan's time may be spent, from time to time, in the management
of such affiliates. Mr. Dolan will devote as much of his time to the business of
the Company as is reasonably required to fulfill the duties of his office.
During 1998, substantially all of Mr. Dolan's professional time was devoted to
the business of the Company.
In the event that Charles Dolan or any Dolan family interest decides to offer
(other than to any Dolan family interest or an entity affiliated with Mr. Dolan)
for sale for his, her or its account any of his, her or its ownership interest
in any cable television system or franchise therefor, he, she or it will
(subject to the rights of third parties existing at such time) offer such
interest to the Company. Mr. Dolan or such Dolan family interest may elect to
require that, if the Company accepts such offer, up to one-half of the
consideration for such interest would consist of shares of Class B Common Stock,
which shares will be valued at the prevailing market price of the Class A Common
Stock and the remainder would consist of shares of Class A Common Stock and/or
cash. If a majority of the Independent Directors rejects such offer, Mr. Dolan
or such Dolan family interest may sell such interest to third parties on terms
no more favorable to such third parties than those offered to the Company.
The Company's by-laws provide that the Company shall make any investment in or
advance, other than any investment or advance that constitutes compensation for
services rendered to the Company, to Charles Dolan and affiliates of Charles
Dolan (as defined therein) only if such investment or advance is approved by a
Special Committee of the Board of Directors comprised of two non-employee
directors and, subject to the provisions of the AT&T Stockholders Agreement, two
directors nominated by AT&T.
19
<PAGE>
Cablevision Proxy Statement 1999
OUR EXECUTIVE OFFICERS
<TABLE>
<S> <C>
Our executive officers are:
Charles F. Dolan Chairman
James L. Dolan Chief Executive Officer and President
Marc A. Lustgarten Vice Chairman
William J. Bell Vice Chairman
Robert S. Lemle Executive Vice President, General Counsel and Secretary
Andrew B. Rosengard Executive Vice President, Finance and Controller
Sheila A. Mahony Executive Vice President, Communications, Government and
Public Affairs
Margaret Albergo Executive Vice President, Planning and Operations
Thomas C. Dolan Senior Vice President and Chief Information Officer
</TABLE>
Biographies of Messrs. Charles Dolan, James Dolan, Thomas Dolan, Lustgarten,
Bell, Lemle and Ms. Mahony are on pages 3 and 4 of this proxy statement.
Biographies for Mr. Rosengard and Ms. Albergo are below.
ANDREW B. ROSENGARD, 41, Executive Vice President, Finance and Controller of
the Company since April 1999. Executive Vice President, Financial Planning and
Controller of the Company from November 1997 to April 1999. Senior Vice
President and Controller of the Company from February 1996 to November 1997.
Senior Vice President, Finance for Rainbow Programming Holdings, Inc., a
subsidiary of the Company, from 1990 to February 1996.
MARGARET ALBERGO, 45, Executive Vice President, Planning and Operations since
April 1999. Senior Vice President, Planning and Performance of the Company from
October 1996 to April 1999. Senior Vice President, Operations of Rainbow
Programming Holdings, Inc., a subsidiary of the Company from August 1995 to
October 1996. Vice President, Corporate Development of Rainbow Programming
Holdings, Inc. from 1993 until August 1995. Director of Operations and
Administration of News 12 Long Island from 1991 to 1993.
20
<PAGE>
Proxy Statement 1999 Cablevision
STOCK OWNERSHIP TABLE
This table shows the number and percent of shares of Class A and Class B Common
Stock owned of record and beneficially as of March 1, 1999 by each director and
each executive officer of the Company named in the summary compensation
table. The table also shows the name, address and the number and percent of
shares of Class A and Class B Common Stock owned by persons beneficially owning
more than five (5%) percent of either class.
<TABLE>
<CAPTION>
Combined Voting
Power of
Class A Class B Class A &
Common Common Class A & Class B Class B
Stock Stock Common Stock Common Stock
Beneficially Beneficially Beneficially Beneficially
Name and Address Owned(1) Owned(1)(2) Owned(1)(2) Owned(1)(2)
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles F. Dolan(3)(4)(5)
1111 Stewart Avenue
Bethpage, NY 11714 945,477 * 18,603,100 43.1% 19,548,577 12.9% 34.6%
...........................................................................................................................
Charles F. Dolan
1997 Grantor Retained
Annuity Trust(5) -- -- 4,534,024 10.5% 4,534,024 3.0% 8.4%
...........................................................................................................................
Capital Research and
Management Company(6)
333 South Hope Street
Los Angeles, CA 90071 6,006,930 5.5% -- -- 6,006,930 4.0% 1.1%
...........................................................................................................................
Gabelli Funds, Inc.(7)
GAMCO Investors, Inc.(7)
One Corporate Center
Rye, NY 10580 10,359,171 9.5% -- -- 10,359,171 6.8% 1.9%
...........................................................................................................................
AT&T Corporation(8)
32 Avenue of the Americas
New York, NY 10013
Tele-Communications, Inc.(8)
Country Cable III, Inc.(8)
TCI CSC II, Inc.(8)
5619 DTC Parkway
Englewood, CO 80111 49,982,572 46.1% -- -- 49,982,572 33.0% 2.3%
...........................................................................................................................
James L. Dolan
(11)(14)(22)(23) 103,666 * 3,018,964 7.0% 3,122,630 2.1% 5.6%
...........................................................................................................................
Marc Lustgarten(10)(11) 265,052 * -- -- 265,052 * *
...........................................................................................................................
William J. Bell(10)(11) 255,526 * -- -- 255,526 * *
...........................................................................................................................
Robert S. Lemle(10)(11) 334,606 * -- -- 334,606 * *
...........................................................................................................................
Sheila A. Mahony(11) 32,253 * -- -- 32,253 * *
...........................................................................................................................
Thomas C. Dolan
(11)(16)(21)(25)(26) 33,600 * 2,574,744 6.0% 2,608,344 1.7% 4.8%
...........................................................................................................................
Patrick F. Dolan
(11)(15)(20)(24) 35,416 * 3,269,640 7.6% 3,305,056 2.2% 6.1%
...........................................................................................................................
</TABLE>
21
<PAGE>
Cablevision Proxy Statement 1999
<TABLE>
<CAPTION>
Combined Voting
Power of
Class A Class B Class A &
Common Common Class A & Class B Class B
Stock Stock Common Stock Common Stock
Beneficially Beneficially Beneficially Beneficially
Name and Address Owned(1) Owned(1)(2) Owned(1)(2) Owned(1)(2)
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John Tatta(9) 80,000 * -- -- 80,000 * *
...........................................................................................................................
Charles D. Ferris(10)(12) 37,000 * -- -- 37,000 * *
...........................................................................................................................
Richard H. Hochman(12) 44,376 * -- -- 44,376 * *
...........................................................................................................................
Victor Oristano(12)(13) 40,000 * -- -- 40,000 * *
...........................................................................................................................
Vincent Tese(12) 14,000 * -- -- 14,000 * *
...........................................................................................................................
Leo J. Hindery, Jr.(8)(12) 12,000 * -- -- 12,000 * *
...........................................................................................................................
William Fitzgerald(8) -- -- -- -- -- -- --
...........................................................................................................................
All executive officers
and directors as a group
(17 persons)
(3)(4)(5)(8)(9)(10)(11)
(12)(13)(14)(15)(16)(20)
(21)(22)(23)(24)(25)(26) 2,295,845 2.1% 32,000,472 74.2% 34,296,317 22.4% 59.6%
...........................................................................................................................
Paul J. Dolan(17)(22)(23)
(24)(25)(26)
100 Corporate Place
Suite 150
Chardon, OH 44024 14,800 * 7,496,208 17.4% 7,511,008 5.0% 13.6%
...........................................................................................................................
Kathleen M. Dolan(17)(23)(27)
1111 Stewart Avenue
Bethpage, NY 11714 1,597,000 * 2,866,964 6.6% 4,463,964 2.9% 5.6%
...........................................................................................................................
Mary S. Dolan(18)(20)
300 So. Riverside Plaza
Suite 1480
Chicago, IL 60606 12,000 * 2,389,604 5.5% 2,401,604 1.6% 4.4%
...........................................................................................................................
Deborah A. Dolan(18)(24)(27)
1111 Stewart Avenue
Bethpage, NY 11714 1,597,000 * 3,266,964 7.6% 4,863,964 3.2% 6.3%
...........................................................................................................................
Matthew J. Dolan(19)(21)
231 Main Street
Court House Annex
Chardon, OH 44024 6,000 * 2,389,604 5.5% 2,395,604 1.6% 4.4%
...........................................................................................................................
Marianne E. Weber(19)(25)(26)(27)
1111 Stewart Avenue
Bethpage, NY 11714 1,597,000 * 2,539,420 5.9% 4,136,420 2.7% 5.0%
...........................................................................................................................
John MacPherson(28)
21 Old Town Lane
Halesite, NY 10019 165,600 * 7,560,296 17.5% 7,725,896 5.1% 14.0%
</TABLE>
22
<PAGE>
Proxy Statement 1999 Cablevision
(1) Beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the vote) and/or sole or
shared investment power (including the power to dispose or direct the
disposition) with respect to the security through any contract,
arrangement, understanding, relationship or otherwise. Unless indicated,
beneficial ownership disclosed consists of sole voting and investment
power. Beneficial ownership of Class A Common Stock is exclusive of the
shares of Class A Common Stock that are issuable upon conversion of
shares of Class B Common Stock.
(2) Class B Common Stock is convertible into Class A Common Stock at the
option of the holder on a share for share basis. The holder of one share
of Class A Common Stock is entitled to one vote at a meeting of
stockholders of the Company, and the holder of one share of Class B
Common Stock is entitled to ten votes at a meeting of stockholders of the
Company except in the election of directors.
(3) Includes 780,205 shares of Class A Common Stock owned by the Dolan Family
Foundation, a New York not-for-profit corporation, the sole members of
which are Charles Dolan and his wife, Helen A. Dolan. Neither Mr. Dolan
nor Mrs. Dolan has an economic interest in such shares, but Mr. Dolan and
his wife share the ultimate power to vote and dispose of such shares.
Under certain rules of the Securities and Exchange Commission, so long as
Mr. Dolan and his wife retain such powers, each of Mr. Dolan and his wife
is deemed to have beneficial ownership thereof. Also includes 20,000
shares of Class A Common Stock owned directly by Mrs. Dolan. The number
of shares held as indicated includes 123,072 shares resulting from the
assumed conversion of 83,000 shares of 8.5% Series I Convertible
Exchangeable Preferred Stock ('Series I Preferred Stock') (1.4828 shares
of Common Stock for each share of Series I Preferred Stock).
(4) Does not include an aggregate 9,917,856 shares of Class B Common Stock
and 152,000 shares of Class A Common Stock held by trusts for the benefit
of Dolan family interests (the 'Dolan Family Trusts'). Mr. Dolan
disclaims beneficial ownership of the shares owned by the Dolan Family
Trusts, in that he has neither voting nor investment power with respect
to such shares.
(5) Includes 4,534,024 shares of Class B Common Stock by the Charles F. Dolan
1997 Grantor Retained Annuity Trust (the 'GRAT'). The GRAT was
established on April 30, 1997 by Charles F. Dolan for estate planning
purposes. The GRAT, through its trustees, has the sole power to vote and
dispose of such shares. The two co-trustees of the trust are Charles F.
Dolan and his wife, Mrs. Dolan. For three years, the GRAT will pay to
Charles F. Dolan, and in the event of his death, to Mrs. Dolan, a certain
percentage of the fair market value of the property initially contributed
to the GRAT (the 'Annuity'). If Mr. Dolan is living at the expiration of
the term of the GRAT, the remainder will pass into another trust for the
benefit of Mrs. Dolan and the descendants of Charles F. Dolan. If Mr.
Dolan is not living at the expiration of the term of the GRAT, the then
principal of the GRAT will pass to his estate or to Mrs. Dolan.
(6) The Company has been informed that as of December 31, 1998, Capital
Research and Management Company, a registered investment adviser acted as
investment adviser with respect to 6,006,930 shares of Class A Common
Stock. The number of shares held as indicated includes 1,126,930 shares
resulting from the assumed conversion of 760,000 shares of Series I
Preferred Stock.
(7) The Company has been informed that certain operating subsidiaries of
Gabelli Funds, Inc. ('GFI') beneficially held, or exercise investment
discretion over various institutional accounts which beneficially held as
of January 21, 1999, an aggregate of 10,359,171 shares of Class A Common
Stock, including approximately 17,273 shares of Class A Common Stock that
may be obtained upon conversion of shares of Series I Preferred Stock
held by such entities on such date. The Company has been informed that
GAMCO Investors, Inc., an investment advisor registered under the
Investment Advisors Act of 1940 and a wholly-owned subsidiary of GFI,
held sole dispositive power over 7,555,775 of such shares and sole voting
power over 7,343,275 of such shares.
(8) The Company has been informed that AT&T beneficially owned, through TCI
and its subsidiaries, an aggregate of 49,982,572 shares of Class A Common
Stock. These shares include 17,918,024 shares held directly by Country
Cable III, Inc. and 26,794,192 shares held directly by TCI CSC II, Inc.
Each of Country Cable III, Inc. and TCI CSC II, Inc. is an indirect
wholly owned subsidiary of AT&T. AT&T or its subsidiaries have sole
voting and investment power with respect to all such shares. AT&T is a
party to a Stockholders Agreement with the Company and holders of Class B
Common Stock, which agreement, among other things, requires the Class B
Stockholders to vote to elect for director, up to two persons nominated
by AT&T, and requires AT&T to vote its shares of Class A Common Stock in
proportion to the vote of the other, non-affiliated Class A Stockholders,
on certain matters. Each of
23
<PAGE>
Cablevision Proxy Statement 1999
Messrs. William Fitzgerald and Leo Hindery, each a Director and Nominee
for Director of the Company, is an officer and a director of TCI. Each of
Messrs. Fitzgerald and Hindery disclaim any beneficial ownership interest
in these shares.
(9) Includes 46,200 shares of Class A Common Stock by the John Tatta
Charitable Remainder Unitrust UAD 12/16/98 (the 'JTCRT'). The JTCRT was
established on December 16, 1998 by John Tatta for Charitable purposes.
Mr. Tatta, disclaims beneficial ownership of the stock beneficially owned
by trusts for the benefit of his family, in that he has neither voting
nor investment power with respect to such shares. Does not include 80,000
shares of Class A Common Stock held by the Tatta Family Group L.P. The
Tatta Family Group L.P. is a New York limited partnership, the general
partners of which are six trusts for the benefit of Tatta family
interests (the co-trustees of each of which are Stephen A. Carb, Esq. and
either Deborah T. DeCabia or Lisa T. Crowley, each a daughter of John
Tatta who has been a director since 1985 and was the President of CSC
Holdings from 1985 until 1991), and the limited partners of which are
trusts for the benefit of Mr. Tatta and Tatta family interests (the
trustee of each of which is Stephen A. Carb, Esq.).
(10) Includes shares owned by children of the individuals listed, which shares
represent less than 1% of the outstanding Class A Common Stock.
(11) Includes shares of Class A Common Stock issuable upon the exercise of
options granted pursuant to the Company's Employee Stock Plan which on
March 1, 1999 were unexercised but were exercisable within a period of 60
days from that date. These amounts include the following number of shares
for the following individuals: Mr. James Dolan 99,666; Mr. Bell 254,332;
Mr. Lemle 289,736; Mr. Lustgarten 261,000; Ms. Mahony 31,668; Mr. Patrick
Dolan 22,150 and Mr. Thomas Dolan 22,150; all executive officers and
directors as a group 1,039,539.
(12) Includes shares of Class A Common Stock issuable upon the exercise of
options granted pursuant to the Company's 1996 Stock Option Plan for
Non-Employee Directors, which on March 1, 1998 were unexercised but were
exercisable within a period of 60 days from that date. These amounts
include the following number of shares for the following individuals: Mr.
Ferris 36,000; Mr. Hochman 36,000; Mr. Oristano 36,000; Mr. Tese 14,000
and Mr. Hindery 12,000 .
(13) The shares listed are owned by the Oristano Foundation, a charitable
trust the trustees of which are members of the Oristano family.
(14) Includes 152,000 shares of Class B Common Stock owned by trusts for minor
children as to which James L. Dolan disclaims beneficial ownership. Also
includes 3,018,964 shares of Class B Common Stock held by two family
trusts of which James L. Dolan is a contingent beneficiary and a
co-trustee, as to which James L. Dolan disclaims beneficial ownership,
which shares are also described in footnotes (22) and (23).
(15) Includes 38,000 shares of Class B Common Stock owned by trust for a minor
child as to which Patrick F. Dolan disclaims beneficial ownership. Also
includes 3,269,640 shares of Class B Common Stock held by two family
trusts of which Patrick F. Dolan is a contingent beneficiary and a
co-trustee, as to which Patrick F. Dolan disclaims beneficial ownership,
which shares are also described in footnotes (20) and (24).
(16) Includes 2,574,744 shares of Class B Common Stock held by three family
trusts of which Thomas C. Dolan is a contingent beneficiary and a
co-trustee, as to which Thomas C. Dolan disclaims beneficial ownership,
which shares are also described in footnotes (21) (25) and (26).
(17) Includes 1,212,464 shares of Class B Common Stock held by the DC Kathleen
Trust, the co-trustees of which are Kathleen Dolan and Paul Dolan.
(18) Includes 1,212,464 shares of Class B Common Stock held by the DC Deborah
Trust, the co-trustees of which are Deborah Dolan and Mary Dolan.
(19) Includes 1,177,140 shares of Class B Common Stock held by the DC Marianne
Trust, the co-trustees of which are Marianne E. Weber and Matthew Dolan.
(20) Includes 1,177,140 shares of Class B Common Stock held by the DC Patrick
Trust, the co-trustees of which are Patrick Dolan and Mary Dolan.
(21) Includes 1,212,464 shares of Class B Common Stock held by the DC Thomas
Trust, the co-trustees of which are Thomas Dolan and Matthew Dolan.
24
<PAGE>
Proxy Statement 1999 Cablevision
(22) Includes 1,212,464 shares of Class B Common Stock held by the DC James
Trust, the co-trustees of which are James Dolan and Paul Dolan.
(23) Includes 1,654,500 shares of Class B Common Stock held by the Dolan
Descendants Trust, the co-trustees of which are James Dolan, Kathleen
Dolan and Paul Dolan.
(24) Includes 2,054,500 shares of Class B Common Stock held by the Dolan
Progeny Trust, the co-trustees of which are Patrick Dolan, Deborah Dolan
and Paul Dolan.
(25) Includes 1,190,500 shares of Class B Common Stock held by the Dolan
Grandchildren Trust, the co-trustees of which are Thomas Dolan, Marianne
E. Weber and Paul Dolan.
(26) Includes 171,780 shares of Class B Common Stock held by the Dolan Spouse
Trust, the co-trustees of which are Thomas Dolan, Marianne E. Weber and
Paul Dolan.
(27) Includes 1,593,000 shares of Class A Common Stock owned by the Dolan
Children's Foundation, a New York not-for-profit corporation, the sole
members of which are Marianne Dolan Weber, Kathleen M. Dolan and Deborah
Dolan Sweeney. Each of which do not have an economic interest in such
shares, but each share the ultimate power to vote and dispose of such
shares.
(28) Includes an aggregate of 7,560,296 shares of Class B Common Stock and an
aggregate of 152,000 shares of Class A Common Stock each held by various
trusts for the benefit of family members of Charles F. Dolan's family for
which Mr. John MacPherson serves as Trustee and, in such capacity,
exercises sole voting power and dispositive power with respect to such
shares.
The Dolan family interests (other than Charles Dolan) have agreed with the
Company that in the case of any sale or disposition by Dolan family interests
(other than Charles Dolan) of shares of Class B Common Stock to a holder other
than Charles Dolan or Dolan family interests, the Class B Common Stock will be
converted on the basis of one share of Class A Common Stock for each share of
Class B Common Stock.
Charles Dolan and trusts for the benefit of members of his family, by virtue of
their ownership of Class B Common Stock, are able collectively to control
stockholder decisions on matters in which holders of Class A and Class B Common
Stock vote together as a class, and to elect up to 75% of the Company's Board of
Directors.
Registration Rights. The Company has granted to each of Charles Dolan, certain
Dolan family interests and the Dolan Family Foundation the right to require the
Company to register, at any time prior to the death of both Mr. Dolan and his
wife, the shares of Class A Common Stock held by them provided that the shares
requested to be registered shall have an aggregate market value of at least
$3,000,000. There is no limitation on the number or frequency of the
registrations that such parties can demand pursuant to the preceding sentence.
After the death of both Mr. Dolan and his wife, such parties will be permitted
one additional registration. In addition, the company has granted such parties
'piggyback' rights pursuant to which they may require the Company to register
their holdings of Class A Common Stock on any registration statement under the
Act with respect to an offering by the Company or any security holder thereof
(other than a registration statement on Form S-8 and S-4 or any successor form
thereto).
The Company has granted Mr. Tatta and certain Tatta family interests the right
to require the Company, on any date, with the consent of Charles Dolan, his
widow or the representative of the estate of Mr. Dolan or his wife, to register
the shares of Class A Common Stock held by them provided that the shares
requested to be registered have an aggregate market value of at least
$3,000,000. After the death of both Charles Dolan and his wife, such parties
will be permitted to demand only one registration. Such parties have also been
granted piggyback registration rights identical to those described above,
provided that in certain instances they receive written consent of Mr. Dolan,
his
25
<PAGE>
Cablevision Proxy Statement 1999
widow or the representative of the estate of Mr. Dolan or his wife.
Pursuant to the Stockholders Agreement, dated as of March 4, 1998, among the
Company, AT&T and certain holders of Class B Common Stock, the Company granted
to AT&T certain registration rights with respect to shares of Class A Common
Stock held by AT&T or certain of its affiliates. AT&T is permitted to request
that the Company file a registration statement registering not less than
2,000,000 shares, on a demand basis, not more than once each year. In additon,
AT&T was granted 'piggy-back' registration rights on any registration of at
least $100,000,000 of shares of Class A Common Stock (based on the market value
thereof on the date of filing) by the Company, subject to certain limitations.
The demand and piggyback registration rights described above are subject to
certain limitations which are intended to prevent undue interference with the
Company's ability to distribute securities.
OTHER MATTERS
STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
If you want to submit a proposal for possible inclusion in the Company's 2000
Proxy Statement, we must receive it by January 27, 2000.
MATTERS RAISED AT THE MEETING NOT INCLUDED IN THIS STATEMENT
We do not know of any matters to be acted upon at the meeting other than these
discussed in this statement. If any other matter is presented, proxy holders
will vote on the matter in their discretion.
Under the Company's by-laws, in order to bring a proposal before the annual
meeting, a stockholder must give us notice of the proposal not less than sixty
days, and not more than ninety days before the date of the meeting. If, however,
less than seventy days prior notice of the meeting date is given to
stockholders, stockholders may notify us of a proposal up until the tenth day
following the announcement. Under this criteria, stockholders have until June 8,
1999, to provide us with notice of a matter to be brought before the annual
meeting.
ANNUAL REPORT AND FORM 10-K
Our annual report for our 1998 fiscal year, including our financial statements,
is enclosed with this proxy statement. WE WILL FURNISH (UPON PAYMENT OF A
REASONABLE CHARGE FOR ANY EXHIBIT REQUESTED) A COPY OF OUR ANNUAL REPORT ON FORM
10-K FOR THE YEAR-ENDED DECEMBER 31, 1998, AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, TO ANY STOCKHOLDER WHO REQUESTS ONE IN WRITING. Any such
request should be directed to Cablevision Systems Corporation, Investor
Relations, 1111 Stewart Avenue, Bethpage, New York, 11714.
By order of the Board of Directors,
/s/ Robert S. Lemle
- - -----------------------------
ROBERT S. LEMLE
Executive Vice President,
General Counsel and Secretary
Bethpage, New York
May 27, 1999
26
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF
CABLEVISION SYSTEMS CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the 'Corporation') is
Cablevision Systems Corporation.
2. The Certificate of Incorporation of the Corporation is hereby amended by
striking out the first paragraph of Article FOURTH thereof and by substituting
in lieu thereof the following paragraph:
The aggregate number of shares which the Corporation shall have
authority to issue shall be 570,000,000 shares: (a) 400,000,000 shares
of Class A Common Stock, par value $.01 per share ('Class A Common
Stock'), (b) 160,000,000 shares of Class B Common Stock, par value $.01
per share ('Class B Common Stock'), and (c) 10,000,000 shares of
Preferred Stock, par value $.01 per share ('Preferred Stock').
3. The amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provision of Section 242 of the General
Corporate Law of the State of Delaware.
Signed and attested on June , 1999.
........................................
Attest:
.......................................
<PAGE>
CLASS A PROXY
CABLEVISION SYSTEMS CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, JUNE 17, 1999
The undersigned hereby appoints WILLIAM J. BELL, MARC A. LUSTGARTEN and
ROBERT S. LEMLE and each of them, jointly and severally, proxies with full power
of substitution, to vote all stock of CABLEVISION SYSTEMS CORPORATION (the
"Company") which the undersigned is entitled to vote at the Company's Annual
Meeting of Stockholders to be held at the Company's executive offices, 1111
Stewart Avenue, Bethpage, New York 11714, on Thursday, June 17, 1999, at 10:00
o'clock a.m., and at any adjournment thereof, hereby ratifying all that said
proxies or their substitutes may do by virtue hereof, and the undersigned
authorizes and instructs said proxies to vote as follows:
<PAGE>
<TABLE>
<S> <C> <C>
UNLESS OTHERWISE SPECIFIED IN THE SPACES PROVIDED, THE UNDERSIGNED'S VOTE IS TO CAST FOR Please mark
THE ELECTION OF THE NOMINEES FOR DIRECTORS LISTED IN PROPOSAL (1) AND FOR APPROVAL OF your votes as [X]
PROPOSALS (2) AND (3) BELOW, ALL AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY indicated in
STATEMENT. this example
</TABLE>
1. Election of the following nominees as Class A Directors:
<TABLE>
<S> <C> <C>
FOR all nominees listed WITHHOLD Nominees: Charles D. Ferris, Richard H. Hochman, Victor Oristano and
to the right (except AUTHORITY Vincent Tese
as marked to the contrary) To vote for all nominees
listed to the right (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMI-
NEES, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
[ ] [ ]
------------------------------------------------------------------
</TABLE>
2. Proposal to authorize an amendment to the
Certificate of Incorporation to increase the
number of authorized shares of common stock.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Proposal to ratify and approve the appointment of KPMG LLP as
independent auditors of the Company for the fiscal year 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.
Receipt of the Notice of said annual meeting and of the Proxy Statement and
Annual Report of CABLEVISION SYSTEMS CORPORATION accompanying the same is
hereby acknowledged.
DATE:
---------------------------------------------
Signature
-----------------------------------------
Your signature should appear the same as your name appears hereon. If signing as
attorney, executor, trustee or guardian, please indicate the capacity in which
signing. When signing as joint tenants, all parties to the joint tenancy must
sign. When the proxy is given by a corporation, it should be signed by an
authorized officer and the corporate seal affixed.
PLEASE DATE, SIGN, AND RETURN THIS PROXY IN THE
ENVELOPE PROVIDED.
<PAGE>
CLASS B PROXY
CABLEVISION SYSTEMS CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, JUNE 17, 1999
The undersigned hereby appoints WILLIAM J. BELL, MARC A. LUSTGARTEN, and
ROBERT S. LEMLE and each of them, jointly and severally, proxies with full power
of substitution, to vote all stock of CABLEVISION SYSTEMS CORPORATION (the
'Company') which the undersigned is entitled to vote at the Company's Annual
Meeting of Stockholders to be held at the Company's executive offices, 1111
Stewart Avenue, Bethpage, New York 11714, on Thursday, June 17, 1999, at 10:00
o'clock a.m., and at any adjournment thereof, hereby ratifying all that said
proxies or their substitutes may do by virtue hereof, and the undersigned
authorizes and instructs said proxies to vote as follows:
<PAGE>
Unless otherwise specified in the space provided, the undersigned's vote is
to cast FOR the election of the nominees for directors listed in Proposal (1)
and FOR approval of Proposals (2) and (3) below, all as more fully described in
the accompanying Proxy Statement.
Receipt of the Notice of said annual meeting and of the Proxy Statement and
Annual Report of CABLEVISION SYSTEMS CORPORATION accompanying the same is hereby
acknowledged.
1. Election of the following nominees as Class B Directors: William J. Bell,
Charles F. Dolan, James L. Dolan, Patrick F. Dolan, Thomas C. Dolan, Leo J.
Hindery, Jr., Robert S. Lemle, Marc A. Lustgarten, Sheila A. Mahony, William
R. Fitzgerald, and John Tatta.
(INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEES, WRITE THAT
NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
<TABLE>
<S> <C>
FOR all nominees listed above WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below) all nominees listed below
[ ] [ ] _____________________________
</TABLE>
2. Proposal to authorize an amendment to the Certificate of Incorporation to
increase the number of authorized shares of common stock.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Proposal to ratify and approve the appointment of KPMG LLP, as independent
auditors of the Company for the fiscal year 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.
Signature __________________________ DATE: _____________________________
Your signature should appear the same as your name appears hereon. If signing as
attorney, executor, trustee or guardian, please indicate the capacity in which
signing. When signing as joint tenants, all parties to the joint tenancy must
sign. When the proxy is given by a corporation, it should be signed by an
authorized officer and the corporate seal affixed.
PLEASE DATE, SIGN AND RETURN THIS PROMPTLY IN THE ENVELOPE PROVIDED
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as............................... 'SS'
