<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cablevision Systems Corporation
---------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
--------------------------------------------------
(Title of Class of Securities)
12686C-10-9
------------------
(CUSIP Number)
November 3, 1999
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 18
<PAGE> 2
1 NAME OF REPORTING PERSON Dolan Family LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Pending
(ENTITIES ONLY)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES 0
---------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 0
---------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 0
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
5,000,000
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]*
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
* Dolan Family LLC disclaims beneficial ownership of 5,262,348 shares owned by
other Reporting Persons as to which it has no voting or dispositive power.
Page 2 of 18
<PAGE> 3
1 NAME OF REPORTING PERSON Edward C. Atwood, as Manager
of Dolan Family LLC and as Trustee
for Dolan Descendants Trust,
Dolan Progeny Trust, Dolan
Grandchildren Trust and Dolan
Spouse Trust
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Not Applicable
(ENTITIES ONLY)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES 0
---------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 5,071,280
---------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 0
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
5,071,280
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,071,280
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]*
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Edward C. Atwood, as Manager of Dolan Family LLC and as Trustee of the trusts
listed above, disclaims beneficial ownership of 5,191,068 shares owned by other
Reporting Persons as to which he has no voting or dispositive power.
Page 3 of 18
<PAGE> 4
1 NAME OF REPORTING PERSON Kathleen M. Dolan, individually and as
Trustee for Dolan Descendants Trust,
Dolan Progeny Trust, Dolan
Grandchildren Trust, Dolan Spouse Trust,
DC Kathleen Trust, and as Director of
Dolan Children's Foundation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) Not Applicable
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES 4,000
---------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7,860,744
---------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 4,000
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
7,860,744
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,864,744
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]*
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Kathleen M. Dolan, individually and as Trustee and Director of the trusts and
foundation listed above, disclaims beneficial ownership of 2,397,604 shares
owned by other Reporting Persons as to which she has no voting or dispositive
power.
Page 4 of 18
<PAGE> 5
1 NAME OF REPORTING PERSON Marianne Dolan Weber,
individually and as Trustee for
Dolan Descendants Trust, Dolan
Progeny Trust, Dolan
Grandchildren Trust, Dolan
Spouse Trust, DC Marianne Trust
and as Director of Dolan
Children's Foundation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) Not Applicable
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES 4,000
---------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7,825,420
---------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 4,000
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
7,825,420
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,829,420
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]*
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Marianne Dolan Weber, individually and as Trustee and Director of the trusts
and foundation listed above, disclaims beneficial ownership of 2,432,928 shares
owned by other Reporting Persons as to which she has no voting or dispositive
power.
Page 5 of 18
<PAGE> 6
1 NAME OF REPORTING PERSON Deborah Dolan-Sweeney,
individually and as Trustee for
Dolan Descendants Trust, Dolan
Progeny Trust, Dolan
Grandchildren Trust, Dolan
Spouse Trust, DC Deborah Trust
and as Director of Dolan
Children's Foundation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) Not Applicable
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES 4,000
---------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7,860,744
---------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 4,000
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
7,860,744
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,864,744
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]*
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Deborah Dolan-Sweeney, individually and as Trustee and Director of the trusts
and foundation listed above, disclaims beneficial ownership of 2,397,604 shares
owned by other Reporting Persons as to which she has no voting or dispositive
power.
Page 6 of 18
<PAGE> 7
CONTINUATION PAGES TO SCHEDULE 13G
ITEM 1(a) NAME OF ISSUER:
Cablevision Systems Corporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
111 Stewart Avenue
Bethpage, New York 11714
ITEM 2(a) NAME OF PERSON FILING:
This Statement is being filed by the persons (the "Reporting
Persons") identified in the cover pages hereto.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principle place of business for each Reporting
Person is:
c/o William A. Frewin
340 Crossways Park Drive
Woodbury, New York 11797
ITEM 2(c) CITIZENSHIP:
Dolan Family LLC is a limited liability company formed in
Delaware.
Each other Reporting Person is a citizen of the U.S.A.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Class A Common Stock.
ITEM 2(e) CUSIP NUMBER:
12686C-10-9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS:
Not Applicable.
Page 7 of 18
<PAGE> 8
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED
The amount of shares beneficially owned by each Reporting
Person is set forth in Item 9 of the cover pages hereto,
which are incorporated herein by reference.
(b) PERCENT OF CLASS:
The percent of the class beneficially owned by each
Reporting Person is set forth in Item 11 of the cover pages
hereto, which are incorporated herein by reference.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF:
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF:
The number of shares as to which each Reporting Person has
sole or shared voting power and sole or shared dispositive
power is set forth in Items 5 through 8 of the cover pages
hereto, which are incorporated herein by reference.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Exhibit A hereto.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
Page 8 of 18
<PAGE> 9
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit B hereto.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that
purpose or effect.
Page 9 of 18
<PAGE> 10
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: November 15, 1999
Dolan Family LLC
By: Edward C. Atwood,
as Manager
By: *
---------------------------------
Edward C. Atwood,
as Trustee for Dolan Descendants Trust,
Dolan Progeny Trust, Dolan
Grandchildren Trust and Dolan Spouse
Trust
By: *
---------------------------------
Kathleen M. Dolan,
individually and as Trustee for Dolan
Descendants Trust, Dolan Progeny Trust,
Dolan Grandchildren Trust, Dolan Spouse
Trust, DC Kathleen Trust, and as
Director of Dolan Children's Foundation
By: *
---------------------------------
Page 10 of 18
<PAGE> 11
Marianne Dolan Weber
individually and as Trustee
for Dolan Descendants
Trust, Dolan Progeny Trust,
Dolan Grandchildren Trust,
Dolan Spouse Trust, DC
Marianne Trust, and as
Director of Dolan
Children's Foundation
By: *
---------------------------------
Deborah Dolan Sweeney
individually and as Trustee
for Dolan Descendants
Trust, Dolan Progeny Trust,
Dolan Grandchildren Trust,
Dolan Spouse Trust, DC
Deborah Trust, and as
Director of Dolan
Children's Foundation
By: *
---------------------------------
* By: /s/ William A. Frewin, Jr.
--------------------------
William A. Frewin, Jr.
Attorney-in-Fact
Page 11 of 18
<PAGE> 12
Exhibit A
Each of Edward C. Atwood, Kathleen Margaret Dolan, Marianne Dolan Weber
and Deborah Dolan-Sweeney is currently a trustee (a "Trustee" and together, the
"Trustees") for each of the trusts listed in the table below (the "Trusts"),
which own in the aggregate, either directly or through their membership
interests in Dolan Family LLC, 5,071,280 shares of Class B Common Stock, par
value $.01 per share, of the Issuer (the "Class B Common Stock"). Class B Common
Stock is convertible at the option of the holder thereof, share for share into
Class A Common Stock, par value $.01 per share, of the Issuer (the "Class A
Common Stock"). As a Trustee of the Trusts, each of the Trustees has the shared
power to vote and dispose of all shares held by the Trusts and Dolan Family LLC.
Under certain rules of the Securities and Exchange Commission, so long as the
Trustees retain such powers, they are deemed to have beneficial ownership
thereof for purposes of Schedule 13G reporting.
The following table lists each Trust's name and the name of its
beneficiary or description of its beneficiary class.
<TABLE>
<CAPTION>
Name of Trust Beneficiary
- ------------- -----------
<S> <C>
Dolan Descendants Trust All descendants of Charles F. Dolan living at
any time and from time to time.
Dolan Progeny Trust All children of Charles F. Dolan living at any
time and from time to time.
Dolan Grandchildren Trust All children and grandchildren of Charles F.
Dolan living at any time and from time to
time.
Dolan Spouse Trust All descendants of Charles F. Dolan living at
any time and from time to time and their
spouses.
</TABLE>
Pursuant to the provisions of the agreements governing the Trusts, the
economic interest in the shares of the Issuer owned by each Trust is held by
such Trust's beneficiary class. For each Trust, distributions of income and
principal can be made in the discretion of the non-beneficiary Trustee, (in each
case, Edward C. Atwood), to any one or more of the members of such Trust's
beneficiary class.
Page 12 of 18
<PAGE> 13
Each of Kathleen Margaret Dolan, Marianne Dolan Weber and Deborah
Dolan-Sweeney (each a "Current Beneficiary") is a beneficiary of, respectively,
the DC Kathleen Trust, the DC Marianne Trust and the DC Deborah Trust (together,
the "DC Trusts"), which own in the aggregate 3,602,068 shares of Class B Common
Stock. For each of the DC Trusts, distributions of income and principal can be
made in the discretion of the non-beneficiary trustee, to the Current
Beneficiary. The Current Beneficiary has the power during her life to appoint
all or part of her DC Trust to or for the benefit of one or more of her
descendants.
The following table lists each DC Trust's name and the name of its
beneficiary.
<TABLE>
<CAPTION>
Name of Trust Beneficiary
- ------------- -----------
<S> <C>
DC Kathleen Trust Kathleen Margaret Dolan
DC Marianne Trust Marianne Dolan Weber
DC Deborah Trust Deborah Dolan-Sweeney
</TABLE>
Beneficiaries of any DC Trust can be said to have only a contingent
economic interest in the securities of the Issuer held by such DC Trust because
the non-beneficiary trustee thereof has the sole discretion to distribute or
accumulate the income from each DC Trust and the sole discretion to distribute
the principal of each DC Trust to the beneficiary of such DC Trust.
Dolan Family LLC has entered into a financing arrangement with an
unaffiliated third party whereby such third party has the right to receive
distributions as a secured party on certain shares of Class B Common Stock held
by Dolan Family LLC. Such shares do not represent, in the aggregate, more than
5% of the Class A Common Stock.
Page 13 of 18
<PAGE> 14
Exhibit B
Identification of Members of the Group
DOLAN FAMILY LLC
EDWARD C. ATWOOD, as Manager of Dolan Family LLC and Trustee for Dolan
Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust and Dolan
Spouse Trust
KATHLEEN M. DOLAN, individually and as Trustee for Dolan Descendants Trust,
Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust and DC
Kathleen Trust, and as Director of Dolan Children's Foundation
MARIANNE DOLAN WEBER, individually and as Trustee for Dolan Descendants Trust,
Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust and DC
Marianne Trust, and as Director of Dolan Children's Foundation
DEBORAH DOLAN-SWEENEY, individually and as Trusteee for Dolan Descendants
Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust and
DC Marianne Trust, and as Director of Dolan Children's Foundation
Page 14 of 18
<PAGE> 15
Exhibit C
Power of Attorney
The undersigned hereby constitutes and appoints William A Frewin,
Jr. with full power of substitution and resubstitution, as his true and lawful
attorney-in-fact to:
(1) execute and deliver for and on behalf of the undersigned (i) any
and all Forms 3, 4 and 5 relating to Cablevision Systems
Corporation (the "Company") and required to be filed in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the rule thereunder and (ii) any
and all schedules relating to the Company required to be filed in
accordance with Section 13(d) of the Exchange Act and the rules
thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a trustee of the Dolan Descendants
Trust, the Dolan Progeny Trust, the Dolan Grandchildren Trust and
the Dolan Spouse Trust and as Manager of Dolan Family LLC, a
Delaware limited liability company, and in and all other
capacities pursuant to which such Forms and Schedules may be
required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned
which may be necessary or desirable to complete and execute any
such Forms and timely file such Forms and Schedules with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact and agents
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorney-in-fact and agent, in servicing in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with Section 16 or Section 13(d) of the Exchange Act. This Power of
Page 15 of 18
<PAGE> 16
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the 10th day of November, 1999.
/s/ Edward C. Atwood
----------------------------
Edward C. Atwood
CONFIRMING STATEMENT
This Statement confirms that Edward Atwood has authorized and
designated William A. Frewin, Jr. to execute and file on his behalf all the
Forms and Schedules (including any amendments thereto) that he may be required
to file with the United States Securities and Exchange Commission as a result of
the undersigned's direct or indirect ownership of or transactions in securities
of Cablevision Systems Corporation. The authority of William A. Frewin, Jr.
under this Statement shall continue until the undersigned is no longer required
to file the Forms and Schedules with respect to the undersigned's holdings of
and transactions in securities issued by Cablevision Systems Corporation, unless
earlier revoked by the undersigned in a signed writing. The undersigned
acknowledges that William A. Frewin, Jr. is not assuming any of the
undersigned's responsibilities to comply with Section 16 or Section 13(d) of the
Securities Exchange Act of 1934, as amended.
/s/ Edward C. Atwood
--------------------
Edward C. Atwood
Page 16 of 18
<PAGE> 17
Exhibit D
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned agree that the Statement on Schedule
13G to which this exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
Dated: November 15, 1999
Dolan Family LLC
By: Edward C. Atwood,
Manager
By: *
--------------------------------
Edward C. Atwood,
as Trustee for Dolan Descendants Trust,
Dolan Progeny Trust, Dolan
Grandchildren Trust and Dolan Spouse
Trust
By: *
--------------------------------
Kathleen M. Dolan,
individually and as Trustee for Dolan
Descendants Trust, Dolan Progeny Trust,
Dolan Grandchildren Trust, Dolan Spouse
Trust, DC Kathleen Trust, and as
Director of Dolan Children's Foundation
By: *
--------------------------------
Page 17 of 18
<PAGE> 18
Marianne Dolan Weber
individually and as Trustee for Dolan
Descendants Trust, Dolan Progeny Trust,
Dolan Grandchildren Trust, Dolan Spouse
Trust, DC Marianne Trust, and as
Director of Dolan Children's Foundation
By: *
--------------------------------
Deborah Dolan Sweeney
individually and as Trustee for Dolan
Descendants Trust, Dolan Progeny Trust,
Dolan Grandchildren Trust, Dolan Spouse
Trust, DC Deborah Trust, and as Director
of Dolan Children's Foundation
By: *
--------------------------------
* By: /s/ William A. Frewin, Jr.
--------------------------
William A. Frewin, Jr.
Attorney-in-Fact
Page 18 of 18
