As filed with the Securities and Exchange Commission on November 23, 1999
Registration No. 333- 86789
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CABLEVISION SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 11-3415180
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
1111 STEWART AVENUE
BETHPAGE, NEW YORK 11714
(516) 803-2300
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
ROBERT S. LEMLE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1111 STEWART AVENUE
BETHPAGE, NEW YORK 11714
(516) 803-2300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such
time or times as may be determined by the selling shareholder after this
registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interestreinvestment plans, check the following box.[x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[_]_____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_]_____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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PROSPECTUS
Dated November 23, 1999
CABLEVISION SYSTEMS CORPORATION
100,000 SHARES OF CLASS A COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This prospectus relates to an offering by the selling shareholder of
100,000 shares of Class A common stock of Cablevision Systems Corporation.
The shares offered by this prospectus will have been acquired by the
selling shareholder in connection with our acquisition of all of the outstanding
common stock of Cable T.V. of Tri-States, Inc., Matamoras Video Cable, Inc. and
Montague Cable Company, Inc. Cablevision will not receive any of the proceeds
from the sale of the shares. The selling shareholder may acquire additional
shares if conditions relating to the acquisition are met. Such shares are not
being offered by this prospectus.
The selling shareholder has advised us that he proposes to offer the shares
from time to time and in any of several different ways. The selling shareholder
may offer shares:
o through brokers in ordinary brokerage transactions,
o to underwriters or dealers in negotiated transactions or
o by a combination of these methods of sale.
The selling shareholder may offer his shares at various prices, including:
o at fixed prices,
o at market prices at the time of sale,
o at prices related to prevailing market prices or
o at negotiated prices.
Cablevision's Class A common stock is currently traded on the American
Stock Exchange under the symbol "CVC". On November 19, 1999, the closing price
reported on the American Stock Exchange was $69 7/8 per share.
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INVESTMENT IN THE SHARES INVOLVES SIGNIFICANT RISKS. READ THE INFORMATION
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 3 TO LEARN ABOUT SOME FACTORS
YOU SHOULD CONSIDER BEFORE INVESTING IN THE SHARES.
---------
NEITHER THE SEC NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
IT IS ILLEGAL FOR ANYONE TO TELL YOU OTHERWISE.
---------
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO SELL OR TO BUY ONLY THE SHARES OFFERED BY THIS PROSPECTUS, BUT ONLY
UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY TO THE DATE BELOW.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 23, 1999.
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TABLE OF CONTENTS
PAGE
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Forward-Looking Statements.....................................................2
Cablevision Systems Corporation................................................3
Recent Developments............................................................3
Where You Can Find More Information...........................................10
Selling Shareholder...........................................................11
Plan of Distribution..........................................................12
Use of Proceeds...............................................................13
Statement of Indemnification..................................................13
Validity of Class A Common Stock..............................................13
Experts.......................................................................14
FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING STATEMENTS MADE IN THIS PROSPECTUS
In this prospectus we make forward-looking statements about our financial
condition, results of operations and business. Forward-looking statements are
statements made by us concerning events that may or may not occur in the future.
These statements may be made directly in this document or may be "incorporated
by reference" from other documents. You can find many of these statements by
looking for words like "believes," "expects," "anticipates," "estimates" or
similar expressions.
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE
Forward-looking statements involve a number of risks and uncertainties that
are difficult to predict. Factors that may cause such differences to occur
include, but are not limited to:
o the level of our revenues,
o subscriber demand, competition, the cost of programming and industry
conditions,
o the regulatory environment in which we operate,
o the level of our capital expenditures,
o pending and future acquisitions and dispositions of assets,
o whether any pending unconsummated transactions are consummated on the
terms and at the times set forth, if at all,
o new competitors entering our franchise areas,
o the identification and remediation of Year 2000 issues and the related
risks and uncertainties, and
o other risks and uncertainties inherent in the cable television business
and our other businesses.
We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this offering memorandum might not occur. See "Risk Factors"
herein and our September 30, 1999 Form 10-Q incorporated by reference herein for
more information on the uncertainty of forward-looking statements.
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CABLEVISION SYSTEMS CORPORATION
Cablevision, one of the largest operators of cable television systems in
the United States, owns all of the outstanding common stock of its subsidiary,
CSC Holdings, Inc. Cablevision has no significant assets other than the stock of
its subsidiaries. Cablevision's principal executive office is located at 1111
Stewart Avenue, Bethpage, New York, 11714. Our telephone number is (516)
803-2300 and our Internet address is http://www.cablevision.com.
CSC Holdings is one of the largest operators of cable television systems in
the United States, with approximately 3,487,000 subscribers in six states as of
September 30, 1999, based on the number of basic subscribers in systems that
they currently majority own and manage. CSC Holdings also has ownership
interests in companies that produce and distribute national and regional
programming services and provide advertising sales services for the cable
television industry and in the Madison Square Garden sports and entertainment
business. CSC Holdings, through Cablevision Lightpath Inc., a wholly owned
subsidiary of CSC Holdings, provides switched telephone service. CSC Holdings
also owns Cablevision Electronics Investments, Inc., doing business as The Wiz,
an electronics retailer operating 40 retail locations in the New York City
metropolitan area, and Cablevision Cinemas, LLC, its subsidiary that owns and
operates motion picture theaters in the New York City metropolitan area.
RISK FACTORS
Purchase of the shares of Class A common stock offered by this prospectus
involves various risks. These risks include the principal factors listed below
and the other matters set forth in this prospectus or incorporated by reference
in this prospectus. You should carefully consider all of these risks.
We sometimes refer to the common shares being offered by this prospectus as
the "Shares". "We," "us" and "our" in this section refer to Cablevision.
WE HAVE SUBSTANTIAL INDEBTEDNESS AND WE ARE HIGHLY LEVERAGED AS A RESULT
We have incurred, and we will continue to incur in the future, substantial
amounts of indebtedness to finance operations, expand cable operations and
acquire other cable television systems, programming networks, sources of
programming and other businesses. We also have incurred, and we will continue to
incur, indebtedness in order to offer new services like high speed Internet
access, digital video service and residential telephone service to present and
potential customers. In addition, we have borrowed and we will continue to
borrow, money from time to time to refinance existing indebtedness and redeem
our mandatorily redeemable preferred stock. At September 30, 1999, our
consolidated debt plus the amount of our two series of mandatorily redeemable
preferred stock issued by our subsidiary, CSC Holdings, Inc., totaled $7.2
billion. We urge you to read carefully our consolidated financial statements
contained in our Form 10-K, our March 31, 1999 Form 10-Q, our June 30, 1999 Form
10-Q and our September 30, 1999 10-Q, which provide more detailed information
about our indebtedness and CSC Holdings' mandatorily redeemable preferred stock.
Because of our substantial indebtedness and CSC Holdings' mandatorily
redeemable preferred stock, we are highly leveraged. This means that interest on
and required repayments of our borrowings and dividends on and required
redemption amounts with respect to our mandatorily redeemable preferred stock
are significant in relation to our revenues and cash flow. This leverage exposes
us to significant risk in the event of downturns in our businesses, in our
industries or in the economy generally, because although our cash flows would
decrease in this scenario, our required payments in respect of indebtedness and
preferred stock will not.
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OUR FINANCIAL STATEMENTS REFLECT NET LOSSES AND A STOCKHOLDER'S DEFICIENCY
We have reported recent net losses applicable to our common stockholders as
follows:
FOR THE NINE MONTHS ENDED:
September 30, 1999................................................$584.6 million
FOR THE YEAR ENDED:
December 31, 1998.................................................$448.5 million
December 31, 1997.................................................$ 12.1 million
December 31, 1996.................................................$459.9 million
Net losses are calculated by subtracting from gross revenues:
o operating expenses, including depreciation and amortization,
o interest expense,
o preferred stock dividends of CSC Holdings,
o other income and expenses and
o net profit or loss from affiliate operations.
The net losses described above primarily reflect our high interest expense,
preferred stock dividends of CSC Holdings and depreciation and amortization
charges, which we expect to continue. As a result of these net losses, at
September 30, 1999, we had a stockholder's deficiency of $3.2 billion. We urge
you to read carefully our consolidated financial statements contained in our
Form 10-K and our September 30, 1999 Form 10-Q, which provide more detailed
information about these net losses.
We expect our net losses to continue and to remain substantial for the
foreseeable future because:
o interest expense, preferred stock dividends and depreciation and
amortization charges relating to our existing indebtedness and
preferred stock and completed acquisitions and capital expenditures
will remain high for the foreseeable future,
o we expect that future indebtedness incurred to fund pending and future
acquisitions and the development of our existing and new businesses,
including, but not limited to, capital expenditures and additional
investments in our cable television plant and programming operations,
will result in significant additional charges to gross revenues, and
o we expect expenses and depreciation relating to each new service we
offer to be particularly high in relation to the amount of revenues the
new service will generate in its first years of operations, resulting
in significant net losses each time we begin offering a new service or
supporting a new business we acquire.
WE WILL NEED SIGNIFICANT ADDITIONAL BORROWINGS, AND WE HAVE COMMITTED TO
SIGNIFICANT FUTURE CAPITAL EXPENDITURES AND OTHER CAPITAL COMMITMENTS
Our business is very capital-intensive. Operating, maintaining and
upgrading our cable television plant require significant amounts of cash
payments to third parties. In addition, we have incurred significant expenses to
start up and operate new businesses, like high speed Internet access, digital
video service and residential telephone service and to roll out
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the non-Long Island based commercial telephone businesses. We expect these
expenses to continue or grow as we continue to introduce these and possibly
other new services to our cable television customers.
We also incur significant start-up costs in funding new cable programming
services before they have positive cash flow, typically during their start-up
and development. Our acquisition and development of other businesses, like
electronics retailing and movie theaters, also result in significant
expenditures. We also pay a significant amount of interest in respect of our
outstanding indebtedness, and significant amounts of cash will be required to
repay our existing indebtedness and redeem CSC Holdings' mandatorily redeemable
preferred stock.
We will not be able to generate sufficient cash internally to finance these
projects, to repay our indebtedness at maturity and redeem CSC Holdings'
mandatorily redeemable preferred stock at the mandatory redemption date. Because
we will be unable to generate sufficient cash internally for these purposes, we
will have to do one of the following:
o raise additional capital, through debt or equity issuances or both, or
o cancel or scale back current and future spending programs or
o sell assets.
However, you should not assume that we will be able to raise any required
additional capital if we are unable to pursue our current and future spending
programs and we may not be able to compete effectively as a result.
Some of our subsidiaries have substantial future capital commitments in the
form of long-term contracts that require substantial payments over a long period
of time. For example, rights agreements with sports teams under which we carry
games on our programming networks almost always involve multi-year contracts
that are difficult and expensive to terminate. The acquisition and development
activities of some of our subsidiaries, like the acquisition of entertainment
businesses and the acquisition and development of entertainment facilities, will
also result in significant expenditures.
Accordingly, if we are forced to cancel or scale back current and future
spending programs as described above, our choice of which spending programs to
cancel or scale back may be limited.
A SIGNIFICANT AMOUNT OF OUR BOOK VALUE CONSISTS OF INTANGIBLE ASSETS
At September 30, 1999, we reported $7.1 billion of consolidated total
assets, of which $3.0 billion were intangible. Intangible assets include assets
like franchises from city and county governments to operate cable television
systems, affiliation agreements, amounts representing the cost of some acquired
assets in excess of their fair value and some deferred costs associated with
past financings, acquisitions and other transactions.
You should not assume that we would receive any cash from the voluntary or
involuntary sale of these intangible assets. We urge you to read carefully our
consolidated financial statements contained in our Form 10-K, our March 31, 1999
Form 10-Q, our June 30, 1999 Form 10-Q and our September 30, 1999 Form 10-Q,
which provide more detailed information about these intangible assets.
WE MAY NOT BE ABLE TO COMPLETE OUR PENDING TRANSACTIONS
We have announced and may continue to announce a number of transactions,
some of which are or may be significant to our business. Because of the
conditions required to be fulfilled before we can complete these transactions,
we cannot assure you that any of our announced transactions will be completed on
the terms or schedule we announce, or that any of them will
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be completed at all. Our pending transactions are generally disclosed in our
Form 10-K, our March 31, 1999 Form 10-Q, our June 30, 1999 Form 10-Q and our
September 30, 1999 Form 10-Q. We urge you to read carefully the description of
our pending transactions contained therein, particularly the conditions required
to be fulfilled in order to complete these transactions.
WE ARE CONTROLLED BY THE DOLAN FAMILY
The Dolan family is able to prevent or cause a change of control of
Cablevision.
Cablevision has two classes of common stock:
o Class A common stock, which is entitled to one vote per share and is
entitled collectively to elect 25% of the Cablevision board of
directors and
o Class B common stock, which is generally entitled to ten votes per
share and is entitled collectively to elect the remaining 75% of the
Cablevision board of directors.
As of November 17, 1999, Charles F. Dolan, chairman of Cablevision's board
of directors, beneficially owned 0.73% of the Class A common stock, 53.65% of
the Class B common stock, and 41.40% of the total voting power of both classes
of common stock. In addition, as of November 17, 1999, trusts established by
Dolan for his family members and an entity created by such trusts, each as to
which he disclaims beneficial ownership, beneficially owned 2.75% of the Class A
common stock, 46.43% of the Class B common stock, and 36.33%% of the total
voting power of both classes of common stock.
As a result of Dolan's stock ownership and the stock ownership of his
family members, Dolan has the power to elect all the directors of Cablevision
subject to election by holders of the Class B common stock. In addition, Dolan
family members may control stockholder decisions on matters in which holders of
the Cablevision common stock vote together as a class. These matters include the
amendment of some provisions of Cablevision's certificate of incorporation and
the approval of fundamental corporate transactions, including mergers.
In addition, because the affirmative vote or consent of the holders of at
least 66 2/3% of the outstanding shares of the Class B common stock, voting
separately as a class, is required to approve:
o the authorization or issuance of any additional shares of Class B
common stock and
o any amendment, alteration or repeal of any of the provisions of
Cablevision's certificate of incorporation that adversely affects the
powers, preferences or rights of the Class B common stock,
Dolan family members also have the power to prevent such issuance or amendment.
The voting rights of the Class B common stock beneficially owned by the Dolan
family members will not be modified as a result of any transfer of legal or
beneficial ownership of the Class B common stock.
SIGNIFICANT RESTRICTIVE COVENANTS IN OUR FINANCING AGREEMENTS LIMIT OUR
FLEXIBILITY
Our credit agreement and some of our debt instruments contain various
financial and operating covenants which, among other things, require the
maintenance of some financial ratios and restrict the relevant borrower's
ability to incur debt from other sources and to use funds for various purposes,
including investments in some subsidiaries. Violation of these
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covenants could result in a default which would permit the parties who have lent
money under our credit agreement and such other debt instruments to:
o restrict our ability to borrow undrawn funds under our credit agreement
and
o require the immediate repayment of the borrowings under our credit
agreement and such other debt instruments.
REGULATORY RISKS ARE INHERENT AND SUBSTANTIAL IN OUR BUSINESSES
GENERAL. The FCC and state and local governments extensively regulate the
rates we may charge our customers for video services. They also regulate us in
other ways that affect the daily conduct of our video delivery and video
programming business, our telephone business and possibly in the future, our
high speed Internet access business. Any action by the FCC, the states of New
York, New Jersey, Connecticut, Massachusetts or Ohio or concerted action by
local regulators, the likelihood or extent of which we cannot predict, could
have a material financial effect on us.
For example, in 1992, Congress enacted the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act"), which was a
significant change in the regulatory framework under which cable television
systems operate. In 1993 and 1994, the FCC ordered reductions in cable
television rates based on the 1992 Cable Act. In 1995, a Federal appeals court
upheld the material aspects of the FCC's rate regulation scheme. Congress
subsequently enacted the Telecommunications Act of 1996, which relaxes the
regulation of higher tier cable television rates. This higher tier rate
regulation relaxation went into effect on March 31, 1999. The regulation by
local governments of basic cable rates will continue in most communities in
which we operate.
RECENT FCC AND CONGRESSIONAL ISSUES MAY AFFECT OUR BUSINESSES. The FCC
recently redefined its national 30% limit on the number of households that any
cable company can serve to apply to all multichannel video households, not just
cable households. Because of court proceedings, this 30% national limit has
never been implemented. The outcome of these court proceedings could affect us
because of AT&T's investment in Cablevision through its recent acquisition of
TCI. This issue recently has been given greater visibility at the FCC and in
Congress as a result of AT&T's proposed acquisition of MediaOne Group.
Some parties, including America Online and some local telephone companies,
have proposed statutory and regulatory requirements that would force cable
systems to provide carriage to third-party Internet access providers. The FCC
thus far has rejected these requests, but legislation has been introduced that
would effectively require that this access be provided. We cannot predict at
this time whether or to what extent this legislation might be successful or
whether the FCC might reevaluate its initial conclusion not to impose such
regulation. One federal district court in Oregon, a state in which we do not
operate, has recently upheld a local franchising authority's requirement that
the cable system in that community provide access to all third-party Internet
access providers, but that decision is currently on appeal. Local franchising
authorities in several other communities in which we do not operate have
subsequently imposed similar access requirements. If the federal district
court's opinion is upheld, some local franchising authorities where we operate
might attempt to impose a similar requirement on us.
OUR CURRENT FRANCHISES ARE GENERALLY NON-EXCLUSIVE, AND OUR FRANCHISORS
NEED NOT RENEW OUR FRANCHISES. Our cable television systems are operated
primarily under non-exclusive franchise agreements with local government
franchising authorities, in some cases with the approval of state cable
television authorities. Consequently, our business is dependent on our ability
to obtain and renew our franchises. Although we have never lost a franchise as a
result of a failure to obtain a renewal, our franchises are subject to
non-renewal or termination under some circumstances.
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In some cases, franchises have not been renewed at expiration, and we
operate under either temporary operating agreements or without a license while
negotiating renewal terms with the franchising authorities. In the case of one
of our franchises in Ohio with 9,000 subscribers as of September 30, 1999, we
are operating without a license while we appeal the denial of the franchise
renewal in federal court in accordance with the provisions of the Cable
Communications Policy Act of 1984.
WE ARE EXPOSED TO A SIGNIFICANT AND CREDIBLE RISK OF COMPETITION
GENERAL. Cable operators compete with a variety of television programming
distribution systems, including:
o broadcast television stations,
o direct broadcasting satellite systems,
o multichannel multipoint distribution services,
o satellite master antenna systems and
o private home dish earth stations.
For example, two direct broadcasting satellite systems are now operational in
the U.S. Companies with substantial resources like Hughes Electronics Corp. have
invested in some of these systems. Cable systems also compete with the entities
that make videotaped movies and programs available for home rental.
The Telecommunications Act of 1996 gives telephone companies and other
video providers the option of providing video programming to subscribers through
"open video systems", a wired video delivery system similar to a cable
television system that may not require a local cable franchise. RCN, an open
video system operator that teams with electric utilities, is currently operating
systems in Boston and parts of New York City that compete with us. Additional
video competition to cable systems is possible from new wireless local
multipoint distribution services authorized by the FCC, for which spectrum was
recently auctioned by the FCC.
The 1992 Cable Act prohibits a cable programmer that is owned by or
affiliated with a cable operator, like our subsidiary Rainbow Media Holdings,
Inc., from:
o unreasonably discriminating among or between cable operators and other
multichannel video distribution systems with respect to the price,
terms and conditions of sale or distribution of the programmer's
service and
o unreasonably refusing to sell service to any multichannel video
programming distributor.
COMPETITION FROM TELEPHONE COMPANIES. The Cable Communications Policy Act
of 1984 barred co-ownership of telephone companies and cable television systems
operating in the same service areas. The Telecommunications Act of 1996 repealed
this restriction and permits a telephone company to provide video programming
directly to subscribers in its telephone service territory, subject to some
regulatory requirements, but generally prohibits a telephone company from
acquiring an in-region cable operator, except in some small markets under some
circumstances. Telephone companies, like Ameritech Corp. in Ohio and Southern
New England Telephone Co. in Connecticut, have obtained or applied for local
franchises to construct and operate cable television systems in several
communities in which we currently hold cable franchises, and in some locations
have begun offering service in competition with us.
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OUR SYSTEMS AND THE SYSTEMS OF THIRD PARTIES ON WHOM WE RELY MAY NOT ACHIEVE
YEAR 2000 READINESS
Y2K readiness refers to the ability of some computerized systems and
technologies to recognize and/or correctly process dates beyond December 31,
1999 and leap year calculations. As a result of Y2K readiness issues, the
potential exists for computer system failure or miscalculations by computer
programs, which could disrupt our operations. Our plan to identify and address
Y2K issues is described in our Form 10-K, our March 31, 1999 Form 10-Q, our June
30, 1999 Form 10-Q and our September 30, 1999 Form 10-Q.
Many of the information technology, or "IT", and non-IT systems that are
necessary for the continued operation of our businesses are dependent upon
components that may not be Y2K compliant. Although our Y2K compliance program is
designed to identify and remediate these systems in order to avoid interruption
of our operations, there can be no assurance that we will be able to identify
all noncompliant systems or successfully remediate all those that are
identified. Failure of IT or non-IT systems that are necessary for the operation
of our businesses, including, without limitation, our billing systems,
addressable controller and converter systems, purchasing, finance and inventory
systems, marketing databases and point of sale systems, could have a material
adverse effect on us.
We are dependent on third-party products and services, like utility
services and programming uplinks, for the operation of our businesses. Although
as part of the inventory and assessment phase of our Y2K program, we have
contacted third-party product and service providers to ascertain whether Y2K
compliance issues may exist, we have in many cases not received assurances from
these suppliers. Moreover, in most cases we do not have the ability to verify
any assurances we do receive from third-party suppliers. If critical IT or
non-IT systems used by these third-party suppliers fail as a result of a Y2K
compliance issue, and as a result of such failure the ability of such supplier
to continue to provide this product or service to us is interrupted, our ability
to continue to provide services to our customers may be interrupted. Any
interruption could have a material adverse effect on us. We have developed
contingency plans to address those risks, with major areas identified and plans
substantially completed. Refinement of those contingency plans will continue
throughout 1999, as information about the potential risks is received. We
cannot assure you that any such plan would resolve these problems in a
satisfactory manner.
In addition to the risks associated with the failure of IT systems due to
Y2K problems, the failure of non-IT systems would pose significant risks to us.
For example, we and our subsidiaries operate facilities for both employees and
the public. Failure of non-IT systems at such facilities could result in health
and safety risks that could lead to the closure or unavailability of these
facilities. This could result in lost revenues to us and the risk of actions
against us if the businesses of others are disrupted. Also, the failure of these
non-IT systems could result in injury to individuals which could expose us to
actions by or on behalf of these individuals.
WE HAVE NOT PAID DIVIDENDS, AND WE DO NOT INTEND TO PAY DIVIDENDS IN THE
FORESEEABLE FUTURE
Cablevision has never declared or paid dividends on any of its common stock
and has no intention to pay cash dividends on such stock in the foreseeable
future. In addition, some debt instruments to which we are a party contain
covenants which effectively prohibit the payment of such dividends.
WE HAVE GRANTED REGISTRATION RIGHTS COVERING A PORTION OF OUR SHARES
On November 17, 1999, 129,827,171 shares of Class A common stock were
outstanding. Cablevision has granted to each of Mr. Dolan, some Dolan family
interests, the Dolan Family Foundation, John Tatta, a director of Cablevision,
and some Tatta family interests registration rights with respect to 2,627,342
shares of Class A common stock held by them on such date, as well as with
respect to 43,126,836 shares of Class A common stock issuable upon conversion of
shares of Class
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B common stock. The direct or indirect subsidiaries of AT&T Corp. holding Class
A common stock have some registration rights with respect to such shares of
Class A common stock. Sales of a substantial number of shares of Class A common
stock or Class B common stock could adversely affect the market price of the
Class A common stock and could impair Cablevision's future ability to raise
capital through an offering of its equity securities.
WHERE YOU CAN FIND MORE INFORMATION
THE REGISTRATION STATEMENT
We have filed a registration statement with the SEC that registers the
Shares offered by this prospectus.
The registration statement that we filed with the SEC, including the
attached exhibits and schedules, contains additional relevant information about
Cablevision and its shares of common stock. The SEC allows us to omit some
information included in the registration statement from this prospectus. You
should read the entire registration statement in order to obtain this additional
information.
FILINGS WITH THE SEC
In addition, we file reports, proxy statements and other information with
the SEC on a regular basis. You may read and copy this information at the
following locations of the SEC:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. Further information on the operation of the
SEC's Public Reference Room in Washington, D.C. can be obtained by calling the
SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like Cablevision,
who file electronically with the Commission. The address of that site is
http://www.sec.gov.
In addition, you may read this information at the offices of the American
Stock Exchange, 86 Trinity Place, New York, New York 10006.
DOCUMENTS INCORPORATED BY REFERENCE
THE COMMISSION ALLOWS US TO "INCORPORATE BY REFERENCE" INFORMATION INTO
THIS PROSPECTUS. THIS MEANS THAT WE CAN DISCLOSE IMPORTANT INFORMATION TO YOU BY
REFERRING YOU TO ANOTHER DOCUMENT FILED SEPARATELY WITH THE SEC. This
information incorporated by reference is a part of this prospectus, unless we
provide you with different information in this prospectus.
This prospectus incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
Cablevision and its financial condition.
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<PAGE>
o Cablevision's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, as amended by Cablevision's Annual Report on Form
10-K/A for the fiscal year ended December 31, 1998 (collectively, our
"Form 10-K").
o Cablevision's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999 (our "March 31, 1999 Form 10-Q").
o Cablevision's Quarterly Report on Form 10-Q for the quarter ended June
30, 1999 (our "June 30, 1999 Form 10-Q").
o Cablevision's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 (our "September 30, 1999 Form 10-Q").
o The description of our Class A common stock contained in our
registration statement on Form S-4 (File No. 333-44547), including any
amendment or report filed with the SEC for the purpose of updating the
description.
This prospectus also incorporates by reference additional documents that we
may file with the SEC between the date of this prospectus and the date that the
offering of the Shares is terminated. These documents include annual reports,
quarterly reports and other current reports, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document from us or from the SEC through the SEC's web site at the address
described above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents unless we specifically
incorporated by reference the exhibit in this prospectus. You can obtain these
documents from us by requesting them in writing or by telephone at the following
address or number:
Secretary
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714
Telephone: (516) 803-2300
OTHER INFORMATION
We have not authorized anyone to give you any information about us or this
offering that is different from what we tell you in this prospectus or in any of
the materials that we have incorporated into this document. If anyone gives you
any other information about us, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to buy, the
securities offered by this document are unlawful, or if you are a person to whom
it is unlawful to direct these types of activities, then the offer presented in
this document does not extend to you. The information contained in this document
speaks only as of the date of this document unless the information specifically
indicates that another date applies.
SELLING SHAREHOLDER
The Shares are being offered by the selling shareholder, Joseph Biondo. The
selling shareholder will acquire 100,000 Shares as the result of our acquisition
of all of the outstanding stock of Cable T.V. of Tri-States, Inc., Matamoras
Video Cable, Inc. and Montague Cable Company, Inc. Mr. Biondo may acquire 10,000
additional shares if conditions related to the acquisition are met. Mr. Biondo
owns 3,000 shares of Class A common stock in addition to the Shares offered by
this prospectus. Mr. Biondo does not have any material relationship with us
other than in connection with
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<PAGE>
our acquisition of all of the outstanding stock of Cable T.V. of Tri-States,
Inc., Matamoras Video Cable, Inc. and Montague Cable Company, Inc.
As a result of the acquisition, Cable T.V. of Tri-States, Inc., Matamoras
Video Cable, Inc. and Montague Cable Company, Inc. are now our subsidiaries.
PLAN OF DISTRIBUTION
METHODS OF DISTRIBUTION BY SELLING SHAREHOLDER
The selling shareholder has advised us that he proposes to offer any or all
of the Shares for sale from time to time and in several different ways. For
example, he may make sales:
o on the American Stock Exchange,
o on another interdealer quotation system or stock exchange on which our
common shares are quoted or listed at the time,
o through negotiated transactions or
o otherwise at prices related to prevailing market prices or at
negotiated prices.
From time to time, the selling shareholder may offer Shares through
brokers, dealers or agents, who may receive compensation in the form of
discounts, concessions or commissions from the selling shareholder, agents
and/or the purchasers for whom they may act as agent.
PREPARATION OF AN ADDITIONAL PROSPECTUS TO DESCRIBE THE METHOD OF SALE
If necessary, we will prepare another prospectus to describe the method of
sale in greater detail. As of the date of this prospectus, we do not know of any
arrangements by the selling shareholder to sell the Shares, nor do we know which
brokerage firms the selling shareholder may select to sell the Shares. In
addition, the selling shareholder may sell the Shares without the aid of a
registration statement if he follows some SEC rules.
PARTIES THAT MAY BE DEEMED UNDERWRITERS
The selling shareholder and any brokers, dealers or agents that participate
in the distribution of the Shares may be considered "underwriters" under the
federal securities laws. If the selling shareholder is considered an
underwriter, any profits on the sale of Shares by him and any associated
discounts, concessions or commissions may be considered underwriting
compensation under the federal securities laws. In addition, if the selling
shareholder is considered an underwriter, the selling shareholder may be subject
to some liabilities for misstatements and omissions in the registration
statement.
REGULATION OF SALES BY SELLING SHAREHOLDER
The selling shareholder and any other person participating in a sale or
distribution of Shares will be subject to applicable provisions of the
Securities Exchange Act of 1934, which is the federal statute regulating sales
of securities. Some rules and regulations issued by the SEC, including some
limitations on activities during securities offerings and anti-fraud provisions,
may limit when the selling shareholder, or any other person, may sell or
purchase the Shares.
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<PAGE>
In some jurisdictions, the state securities laws require that the Shares be
offered or sold only through registered or licensed brokers or dealers. In
addition, in some jurisdictions the Shares may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions or an
exemption from registration or qualification is available and is complied with.
EXPENSES
We will not receive any part of the proceeds from the sale of Shares. We
will bear all expenses we incur in registering the Shares with the SEC. We
estimate these expenses to be approximately $75,000. If and when we are required
to update this prospectus, we may incur additional expenses in excess of the
amount estimated above. The selling shareholder will pay his own expenses,
including brokerage commissions, personal legal fees or similar expenses, in
offering and selling the Shares.
USE OF PROCEEDS
The Shares may be sold by this prospectus by the selling shareholder. We
will not receive any proceeds from the sales of the Shares, but we will bear
some of the expenses. See "Plan of Distribution -- Expenses" for a description
of the payment of expenses.
STATEMENT OF INDEMNIFICATION
Under our certificate of incorporation, each person who is or was a
director or officer shall be indemnified by us to the fullest extent permitted
by Section 145 of the General Corporation Law of Delaware. Section 145 provides
that a corporation shall have the power to indemnify an agent, officer or
director who was or is threatened to be made a party to any proceedings, against
some expenses, judgments, fines, settlements and other accounts under some
circumstances. Our by-laws provide that the board of directors may advance
expenses incurred by an officer or director in defending some proceedings upon
receipt of an undertaking to repay such amount under some circumstances.
At the annual meeting of our stockholders held on September 23, 1987, our
stockholders authorized and approved a form of indemnification agreement. We
have entered into such indemnification agreement with approximately 15 of our
officers and directors. Such indemnification agreement provides that we will,
subject to some exceptions, indemnify each such person in respect of losses or
expenses incurred as a result of threatened, pending or completed actions or
proceedings involving such person and relating to such person's service as an
officer or director of Cablevision, including losses and expenses in respect of
actions or proceedings brought under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for directors, officers or persons controlling Cablevision
pursuant to the foregoing provisions, we have been informed that in the opinion
of the SEC such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
VALIDITY OF CLASS A COMMON STOCK
The validity of the Shares offered hereunder has been passed upon for
Cablevision by Sullivan & Cromwell.
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<PAGE>
EXPERTS
The consolidated financial statements and schedule of Cablevision and its
subsidiaries as of December 31, 1998 and 1997 and for each of the years in the
three-year period ended December 31, 1998 are incorporated in this prospectus
and registration statement by reference in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemization of all estimated expenses in
connection with the issuance and distribution of the securities being
registered, none of which are payable by the selling shareholder:
Registration Statement Filing Fee......................... $ 1,981
Legal Fees and Expenses................................... 50,000
Accounting Fees and Expenses.............................. 10,000
Miscellaneous Fees and Expenses........................... 13,036
------
Total..................................................... $75,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. The statute provides that it is not
exclusive of other rights to which those seeking indemnification may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise.
The first paragraph of Article Ninth of Cablevision's Certificate of
Incorporation provides:
The corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, or by any successor thereto, indemnify any and
all persons whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other matters
referred to in or covered by said section. Such right to indemnification
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person. The indemnification provided for
herein shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any By-Law, agreement, vote
of stockholders or disinterested directors or otherwise.
Article VIII of the By-Laws of Cablevision provides:
A. The corporation shall indemnify each person who was or is made a
party or is threatened to be made a party to or is involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or
alleged action in any other capacity while serving as a director, officer,
employee or agent, to the maximum extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than said
law permitted the corporation to provide prior to such amendment), against
all expense, liability and loss (including attorney's fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred by such person in connection with such
proceeding. Such indemnification shall continue as to a person who has
ceased to
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<PAGE>
be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators. The right to
indemnification conferred in this Article shall be a contract right and
shall include the right to be paid by the corporation the expenses incurred
in defending any such proceeding in advance of its final disposition;
provided that, if the Delaware General Corporation Law so requires, the
payment of such expenses incurred by a director or officer in advance of
the final disposition of a proceeding shall be made only upon receipt by
the corporation of an undertaking by or on behalf of such person to repay
all amounts so advanced if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized
in this Article or otherwise.
B. The right to indemnification and advancement of expenses conferred
on any person by this Article shall not limit the corporation from
providing any other indemnification permitted by law nor shall it be deemed
exclusive of any other right which any such person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or
otherwise.
C. The corporation may purchase and maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
Cablevision has entered into indemnification agreements with some of its
officers and directors indemnifying such officers and directors from and against
some expenses, liabilities or other matters referred to in or covered by Section
145 of the Delaware General Corporation Law. Cablevision maintains directors'
and officers' liability insurance.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The second paragraph of Article Ninth of Cablevision's Certificate of
Incorporation provides for such limitation of liability.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NO. DESCRIPTION
- ---------- -----------
5.1 Opinion of Sullivan & Cromwell, as to validity of the Class A
common stock.
23.1 Consent of KPMG LLP.
23.2 Consent of Sullivan & Cromwell (included in Exhibit 5.1).
24.1* Powers of Attorney.
- --------------------
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (as amended, and together with the
rules and regulations thereunder, the "Securities Act");
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the
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<PAGE>
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (as amended, and
together with the rules and regulations thereunder, the "Securities
Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of the registration statement
as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(7) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise (other than pursuant to insurance), the Registrant has been
advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and may,
therefore, be unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding and other than insurance payments) is
asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Bethpage , New York on this 22nd day of November, 1999.
CABLEVISION SYSTEMS CORPORATION
By: /s/ William J. Bell
-----------------------------------
Name: William J. Bell
Title: Vice Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William J. Bell and Robert S. Lemle, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on November 22, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ *
- ----------------------------
James L. Dolan President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ William J. Bell
- ----------------------------
William J. Bell Vice Chairman and Director
(Principal Financial Officer)
/s/ *
- ----------------------------
Andrew B. Rosengard Executive Vice President, Finance and Controller
(Principal Accounting Officer)
/s/ *
- ----------------------------
Charles F. Dolan Chairman of the Board of Directors
/s/ *
- ----------------------------
Robert S. Lemle Executive Vice President, General Counsel, Secretary and Director
/s/ *
- ----------------------------
Sheila A. Mahony Executive Vice President, Communications, Government, Public Affairs
and Director
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ *
- ----------------------------
Thomas C. Dolan Senior Vice President, Chief Information Officer and Director
/s/ *
- ----------------------------
John Tatta Director
/s/ *
- ----------------------------
Patrick F. Dolan Director
/s/ *
- ----------------------------
Charles D. Ferris Director
/s/ *
- ----------------------------
Richard H. Hochman Director
/s/ *
- ----------------------------
Victor Oristano Director
/s/ *
- ----------------------------
Vincent Tese Director
/s/ *
- ----------------------------
William Fitzgerald Director
- ----------------------------
Daniel Somers Director
*/s/ William J. Bell
- ----------------------------
By: William J. Bell
Attorney-in-Fact
</TABLE>
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
- ---------- ----------- --------
5.1 Opinion of Sullivan & Cromwell as to the Filed herewith.
validity of the Class A common stock
23.1 Consent of KPMG LLP Filed herewith.
23.2 Consent of Sullivan & Cromwell Included in Exhibit 5.1.
24.1 Powers of Attorney. Previously filed.
EXHIBIT (5.1)
November 22, 1999
Cablevision Systems Corporation,
1111 Stewart Avenue,
Bethpage, New York 11714.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 100,000 shares (the "Securities") of Class A Common Stock, par
value $0.01 per share, of Cablevision Systems Corporation, a Delaware
corporation (the "Company"), we, as your counsel, have examined such corporate
records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when the registration statement relating to the Securities (the "Registration
Statement") has become effective under the Act and the Securities have been duly
issued and transferred as contemplated by the Registration Statement, the
Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
Class A Common Stock" in the Prospectus. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
SULLIVAN & CROMWELL
(EXHIBIT 23.1)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
The Board of Directors
Cablevision Systems Corporation:
We consent to the incorporation by reference in the registration statement on
Amendment No. 1 to Form S-3 of Cablevision Systems Corporation of our report
dated March 12, 1999, relating to the consolidated balance sheets of Cablevision
Systems Corporation and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of operations, stockholders' deficiency and cash
flows for each of the years in the three-year period ended December 31, 1998,
and the related schedule, which report appears in the December 31, 1998 combined
annual report on Form 10-K of Cablevision Systems Corporation and CSC Holdings,
Inc., and to the references to our firm under the heading "Experts" in the
registration statement and related prospectus.
/s/ KPMG LLP
KPMG LLP
Melville, New York
November 22, 1999
