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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:
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[ ] 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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________________________________________________________________________________
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<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING [LOGO]
June 6, 2000
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 6, 2000 at our 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 1999. 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. This
year many stockholders will have a choice of voting by using a toll-free
telephone number, over the Internet or by mailing a proxy card. If you choose to
vote by mail, please sign and return the enclosed proxy in the envelope
provided. Check your proxy materials to see which options are available to you.
Sincerely yours,
CHARLES F. DOLAN
Charles F. Dolan
Chairman
May 17, 2000
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF CABLEVISION SYSTEMS CORPORATION
TIME:
10:00 a.m., Eastern Standard Time
DATE:
June 6, 2000
PLACE:
Cablevision Systems Corporation
Corporate Headquarters
1111 Stewart Avenue
Bethpage, New York
PURPOSE:
Elect directors
Ratify appointment of independent accountants
Vote on the shareholder proposal set out in the proxy statement,
if it is properly introduced at the meeting
Conduct other business if properly raised
Only stockholders of record on May 5, 2000 may vote at the meeting.
YOUR VOTE IS IMPORTANT. WE URGE YOU TO VOTE AS SOON AS POSSIBLE BY
TELEPHONE, INTERNET OR MAIL.
ROBERT S. LEMLE
Robert S. Lemle
Executive Vice President,
General Counsel and Secretary
May 17, 2000
<PAGE>
Cablevision Proxy Statement 2000
<TABLE>
<S> <C>
TABLE OF CONTENTS PAGE
- - -------------------------------------------------
General Information.......................... 1
PROPOSAL 1 -- ELECTION OF DIRECTORS.......... 2
Director Compensation...................... 5
Board Committees........................... 5
PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT ACCOUNTANTS..................... 6
PROPOSAL 3 -- SHAREHOLDER PROPOSAL REGARDING
INDEPENDENT DIRECTORS....................... 6
Executive Compensation....................... 8
Compensation Committee Report.............. 8
Executive Compensation Tables.............. 11
Stock Performance Graph...................... 15
Our Executive Officers....................... 19
Stock Ownership Table........................ 20
Other Matters................................ 25
</TABLE>
<PAGE>
Proxy Statement 2000 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 May 5, 2000, may vote at the meeting. On March 31, 2000, there
were 130,258,082 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 nine Class B directors, to
approve Proposal 2 and to reject Proposal 3.
HOW TO VOTE
You may vote in person at the meeting or by proxy. You may vote by telephone,
over the Internet or using a 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. If you submit a proxy
card but do not specify how to vote, we will vote your shares in favor of our
director candidates and in favor of Proposal 2 and against Proposal 3. The
enclosed proxy materials contain instructions for telephone, Internet and mail
voting. Whichever method you use, 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.
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. Unless you decide to vote your shares in person, you
should revoke your prior proxy card in the same way you initially submitted it,
that is, by telephone, Internet or mail.
CONFIDENTIAL VOTING
Independent inspectors count the votes. Your individual vote is kept
confidential (including those delivered by telephone or Internet) 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.
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Cablevision Proxy Statement 2000
QUORUM
In order to carry on the business of the meeting, we must have a quorum. This
means that at least a majority of the outstanding shares eligible to vote must
be represented at the meeting, either by proxy or in person.
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 votes cast. Approval of Proposal 3 requires the
favorable vote of a majority of the votes cast. Abstentions and broker non-votes
count for quorum purposes. They will not affect Proposal 1, Proposal 2 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 (ITEM 1 ON PROXY CARD)
ELECTION OF DIRECTORS
The Board has nominated the director candidates named below. Of the thirteen
nominees for director, nine 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. Somers, who was
elected by the Board in October 1999.
The Board met ten times last year. On average, Cablevision's directors attended
96% of Board and committee meetings.
If a director nominee becomes unavailable before the election, your proxy
authorizes us to vote for a replacement nominee if the Board names one.
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Proxy Statement 2000 Cablevision
THE BOARD RECOMMENDS YOU VOTE FOR EACH OF THE FOLLOWING CANDIDATES:
DIRECTORS TO BE ELECTED BY CLASS A STOCKHOLDERS
CHARLES D. FERRIS, 67, 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, 54, 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, 83, 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.
- - --------------------------------------------------------------------------------
VINCENT TESE, 57, 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, 73, 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, 44, 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.
- - --------------------------------------------------------------------------------
WILLIAM J. BELL, 60, Director since 1985. Vice Chairman of the Company since
1985. Joined the Company's predecessor in 1979.
- - --------------------------------------------------------------------------------
ROBERT S. LEMLE, 47, 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 2000
SHEILA A. MAHONY, 58, 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, 47, 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, 49, 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, 80, Director since 1985. Consultant to the Company since January
1992. President of the Company from 1985 through December 1991. Chief
Operating Officer of the Company from 1985 to 1989 and of the Company's
predecessor from 1973 through 1985. Executive Vice President and director of
operations of Manhattan Cable Television during the 1960s and early 1970s.
- - --------------------------------------------------------------------------------
DANIEL E. SOMERS, 52, Director since October 1999. President and Chief Executive
Officer of AT&T Broadband since December 1999. Senior Executive Vice President
and Chief Financial Officer of AT&T from May 1997 through December 1999.
Chairman and Chief Executive Officer of Bell Cablemedia, plc, of London for
two years. Executive Vice President and Chief Financial Officer of Bell Canada
International, Inc. from 1992 through 1995. Prior to joining Bell Canada, Mr.
Somers held a number of senior executive, financial and operating management
positions with Radio Atlantic Holdings Ltd. and Imasco Ltd. Mr. Somers is also
a director of Liberty Media Corporation, CableLabs, the Chase National
Advisory Board and The Lubrizol Corporation.
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Proxy Statement 2000 Cablevision
DIRECTOR COMPENSATION
Cablevision employees receive no extra pay for serving as directors.
Non-employee directors receive a base fee of $30,000 per year; $1,000 per Board
and committee meeting attended in person, and $500 per Board and committee
meeting attended 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 20,000 shares of stock when first
elected to the Board and, if the director remains in office, options to purchase
an additional 5,000 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 assisting the Board of Directors in its
oversight of the Company's accounting and financial reporting principles and
policies and internal audit controls and procedures, in its oversight of the
Company's financial statements and the independent audit of those statements,
and in its selection, evaluation and retention of outside auditors.
Committee members: Messrs. Oristano (Chairman), Hochman and Tese.
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 for each named executive
officer 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.
Committee members: Messrs. Hochman (Chairman), Oristano and Tatta.
Meetings last year: four
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), Bell, Lemle, Hochman and
Tatta.
Meetings last year: five
OTHER COMMITTEES
In addition to standing committees, the Board of Directors from time-to-time
convenes a Special Committee, in 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 Corporation ('AT&T') allows AT&T to appoint two of the four members of
the Special Committee.
5
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Cablevision Proxy Statement 2000
PROPOSAL 2 (ITEM 2 ON PROXY CARD)
RATIFICATION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS
The Audit Committee of the Board has approved KPMG LLP ('KPMG') to audit our
financial statements for 2000. 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.
PROPOSAL 3 (ITEM 3 ON PROXY CARD)
SHAREHOLDER PROPOSAL REGARDING INDEPENDENT DIRECTORS
We understand that College Retirement Equities Fund ('CREF'), 730 Third Avenue,
New York, New York 10017 intends to present at the annual meeting the following
proposal that it has submitted to the Company. The number of Class A shares held
by CREF will be provided to stockholders upon request. This proposal requires
the affirmative vote of the majority of the Class A and Class B shares, voting
together as a single class.
Shareholder Proposal:
WHEREAS, we believe that the Board of Directors has fundamental responsibility
to foster the Company's long-term success, to enhance shareholder value, and to
represent the interests of all the shareholders;
WHEREAS, to best fulfill these responsibilities, a substantial majority of the
Board should be composed of independent directors, an 'independent director'
being one who is not a present or former employee of the Company and, other than
stock ownership, has no significant personal or financial tie to the Company or
management that in fact or appearance could compromise the director's loyalty to
the shareholders;
WHEREAS, Cablevision's Board structure and composition raises serious questions
about the Board's capacity to act independently of management if necessary;
RESOLVED, that the shareholders request that the Company adopt, and communicate
to shareholders, a policy to reconfigure the Board of Directors so that a
substantial majority of directors are independent, and the Board has audit,
compensation and nominating committees that consist entirely of independent
directors.
Shareholder's Supporting Statement:
Of the 14 current directors, seven are current executives of the Company, one is
a former executive who serves as a consultant to the Company, one is a partner
in a law firm that provides services to the Company, and two are designated by a
major shareholder by virtue of a shareholder agreement with the Company. Only
three of the directors appear to be independent by the definition of
independence used in this resolution. We believe insider control of the Board is
sustained in part by the Company's dual class stock structure, which entitles
insiders to elect three-quarters of the directors.
The Board lacks an independent nominating committee, and has a compensation
committee that is not composed only of independent directors.
We believe an independent board is an essential component of any effective
corporate governance system. An independent board can best represent all
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Proxy Statement 2000 Cablevision
shareholders and inspire shareholder confidence in the quality and impartiality
of its decision-making processes and the decisions themselves, without the
appearance of conflicts of interest. We acknowledge the importance of input of
people with intimate knowledge of a company in board or committee deliberations,
but we believe key management executives can take an active part in board
discussions without being board members.
We urge shareholders to vote for this resolution, sending the message that an
independent board can best represent all shareholders and inspire confidence in
the quality and impartiality of the board's processes and decisions.
THE BOARD RECOMMENDS YOU VOTE AGAINST THIS PROPOSAL.
The Board of Directors believes that assuring a sound constituency and
continuity in the Board is one of its highest responsibilities. The Board's
composition is addressed annually to be certain that the Board taken as a whole
has the correct balance of independence, experience and knowledge to best
advance the interests of all stockholders.
The Company has consistently followed a policy of recommending for election to
the Board of Directors eminently qualified non-employees whom the Company
believes will be able to provide substantial judgment and guidance on the
important matters considered by the Board. The non-employee directors who are
currently serving on the Board include: Charles D. Ferris, a former Chairman of
the Federal Communications Commission; Vincent Tese, a director of the Bear
Stearns Companies, Inc.; Richard H. Hochman, a managing partner of Regent
Capital Partners, L.P., a private investment firm investing generally in private
consumer and telecommunications related companies; and Victor Oristano, Chairman
of Alda Limited Partners, a holding company which has built and operated cable
television systems in Connecticut, Florida, New Jersey Pennsylvania and England.
The Company operates in heavily regulated and highly competitive industries.
Accordingly, in addition to the need for independent directors, the Board of
Directors also benefits from the guidance and judgment of individuals with
special knowledge, experience and expertise in the areas most important to the
Company's business. The Company has always recommended for election as directors
certain senior executives of the Company. The Board of Directors believes that
this mix of independent directors and employee-directors has served the Company
exceedingly well over time as evidenced by the Company's position as one of the
nation's leading media, telecommunications and entertainment companies.
Approval of this Proposal and adherence to the rigid policy it embodies is not
in the best interests of the Company's stockholders. Moreover, the Proposal
ignores the Company's capital structure which was implemented in 1986, at the
time the Company became a public company, to assure that the holders of the
Company's Class B Common Stock -- Charles F. Dolan and other Dolan family
members and trusts for their benefit -- have the right to elect approximately
75% of the Board of Directors. The directors elected by the Company's public
Class A Common Stockholders are all individuals who, in the Board's opinion, are
independent of the Company's management.
IN LIGHT OF THE FOREGOING, YOUR BOARD OF DIRECTORS RECOMMENDS YOU VOTE AGAINST
THE PROPOSAL.
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Cablevision Proxy Statement 2000
EXECUTIVE COMPENSATION
REPORT OF COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
The Compensation Committee has 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 (the 'Senior Officer Compensation Subcommittee'),
whose members are Messrs. Hochman and Oristano, has exclusive authority and
responsibility for all annual bonus determinations for each named executive
officer 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 that 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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Proxy Statement 2000 Cablevision
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 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, Robert Lemle and Andrew
Rosengard for 1999 reflect the Company's performance in exceeding virtually all
of its plans and budgets for the year.
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 awards
granted during 1999 to the named executive officers are described in the Option
Grants Table. 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 1999 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 private market value. Charles F.
Dolan does not 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
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Cablevision Proxy Statement 2000
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
1999 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 1999 was $950,000. Mr. Dolan was awarded a bonus for 1999 of
$2,000,000, 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. 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 1999 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 $1 million is 'qualified performance-based compensation'. Our
policy is to design the short-term and long-term compensation plans to qualify
for the exemption from the deduction limitations of Section 162(m) of the Code
and to be consistent with providing appropriate compensation to executives.
Although it is the Company's intent to qualify compensation for the exemption
from the deduction limitations, the Company's compensation practices have been,
and will continue to be, designed to serve the best interests of the
stockholders regardless of whether specific compensation qualifies for the
exemption.
Members of the Compensation Committee
Richard H. Hochman Victor Oristano John Tatta
10
<PAGE>
Proxy Statement 2000 Cablevision
EXECUTIVE COMPENSATION TABLES
These tables show the compensation of the Company's Chief Executive Officer and
the four other most highly paid executives.
See the Compensation Committee report beginning on page 8 for an explanation of
our compensation philosophy.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation Awards
Annual Compensation -------------------
-------------------- Securities All Other
Name/ Salary Bonus Underlying Compensation
Principal Postion Year ($) ($) Options/SARs(#) ($)(1)
- - --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles F. Dolan 1999 900,000 2,000,000 0 388,721
Chairman & Director 1998 900,000 1,160,000 0 473,229
1997 525,000 525,000 0 315,962
..............................................................................................................
James L. Dolan 1999 950,000 2,000,000 0 4,463,681
President, Chief Executive Officer & 1998 900,000 2,500,000 160,000 137,682
Director 1997 550,000 2,750,000 0 213,684
..............................................................................................................
William J. Bell 1999 770,000 1,400,000 0 2,263,128
Vice Chairman & Director 1998 700,000 1,900,000 0 119,611
1997 525,000 2,150,000 700,000 117,275
..............................................................................................................
Robert S. Lemle 1999 625,000 875,000 0 1,825,380
Executive Vice President, General 1998 525,000 1,000,000 0 60,539
Counsel, Secretary & Director 1997 475,000 1,250,000 605,200 51,753
..............................................................................................................
Andrew B. Rosengard 1999 575,000 900,000 0 181,565
Executive Vice President, Finance & 1998 450,000 900,000 0 147,875
Controller 1997 350,000 800,000 0 619,833
</TABLE>
(1) For 1999, 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 and Mr. Rosengard) on the books of the Company pursuant to the
defined contribution portion of the Company's Supplemental Benefit Plan
(the 'Supplemental Plan'), (iii) for each individual, $4,000 contributed
by the Company on behalf of such individual as a matching contribution
under the Company's 401(k) Plan, (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. Lemle $20,268 and
Mr. Rosengard $9,305, (v) for Mr. Charles Dolan, Mr. James Dolan, Mr. Bell
and Mr. Lemle: $221,245, $135,537, $2,271 and $1,074, 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, (vi) for Mr. James Dolan, Mr.
Bell and Mr. Lemle: $4,283,239, $2,141,620 and $1,766,838, respectively,
representing the payout of a Long Term Incentive Plan award and (vii) in
the case of Mr. Rosengard, amounts allocated in respect of a deferred
compensation plan, including an initial amount of $500,000 in 1997 plus an
annual amount equal to 20% of base salary, together with attributable
interest thereon, aggregating $104,245, $131,370 and $165,060 in 1997,
1998 and 1999, respectively.
11
<PAGE>
Cablevision Proxy Statement 2000
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term(2)
-------------------------------------------------------------------------------------------------
% of Total
Options
Granted to
Employees Exercise or Market Price
Option in Fiscal Base Price On Date of Expiration
Name Granted(#)(1) Year 1999 ($/Share) Grant($) Date 5%($) 10%($)
- - -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
James L. Dolan 240,000 5.2% 67.50 67.50 8/03/09 10,188,093 25,818,628
..............................................................................................................................
William J. Bell 200,000 4.3% 67.50 67.50 8/03/09 8,490,077 21,515,523
..............................................................................................................................
Robert S. Lemle 150,000 3.2% 67.50 67.50 8/03/09 6,367,558 16,136,642
..............................................................................................................................
Andrew B. Rosengard 150,000 3.2% 67.50 67.50 8/03/09 6,367,558 16,136,642
</TABLE>
(1) Options granted on August 2, 1999, under the 1998 Employee Stock Plan.
Such options become exercisable in annual installments of 33.33% per year,
beginning on December 31, 2000 and on each of the first two anniversaries
of that date. Vesting of options may be accelerated upon a change of
control of the Company (see 'Employee Contracts and Severance and
Change-In-Control Arrangements.') No SARs were granted in 1999 to the
named executive officers.
(2) The dollar amounts under these columns are the result of calculations at
5% and 10% rates set by the SEC, and therefore are not intended to
forecast possible future appreciation of the Company's stock price. In all
cases the appreciation is calculated from the award date to the end of the
option term.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------
Value of
Number of Securities Unexercised In-The-Money
Underlying Unexercised Options/SARs at
Shares Acquired Options/SARs at 12/31/99(#) 12/31/99($)
On Value -------------------------------------------------------------
Name Exericise(#)(1) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- - ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
Charles F. Dolan -- -- -- -- -- --
...........................................................................................................................
James L. Dolan -- -- 199,332 346,668 12,039,936 7,020,064
...........................................................................................................................
William J. Bell 475,332 34,361,217 266,668 200,000 18,233,425 1,600,000
...........................................................................................................................
Robert S. Lemle 239,000 16,197,594 532,200 150,000 36,314,925 1,200,000
...........................................................................................................................
Andrew B. Rosengard 73,338 5,038,550(2) 59,998 150,000 4,102,363(3) 1,200,000
</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.
(2) Including a cash payment of $614,118 representing a bonus related to stock
price improvement.
(3) Including a potential cash payment of $307,082 representing a bonus
related to potential stock price improvement.
12
<PAGE>
Proxy Statement 2000 Cablevision
LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Performance or
Other Period Estimated Future Payouts Under
Number of Until Non-Stock Price-Based Plans
Shares, Units or Maturation or ---------------------------------------------------------
Name Other Rights(#) Payout Threshold($) Target($)(1) Maximum($)
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles F. Dolan -- -- -- -- --
.................................................................................................................................
James L. Dolan N/A 12-36 mos. -- 4,500,000 --
.................................................................................................................................
William J. Bell N/A 12-36 mos. -- 2,500,000 --
.................................................................................................................................
Robert S. Lemle N/A 12-36 mos. -- 2,000,000 --
.................................................................................................................................
Andrew B. Rosengard N/A 12-36 mos. -- 1,200,000 --
</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 and revenues and cumulative revenues from new
businesses, as defined, in respect of calendar years 1999, 2000 and 2001
in excess of specified targets, or (b) private market value of the Company
at the end of any calendar quarter starting with the fourth quarter of
1999 in excess of specified targets.
13
<PAGE>
Cablevision Proxy Statement 2000
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, that 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 1999 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,
$193,092; Mr. James Dolan, $0; Mr. Bell, $105,323; Mr. Lemle, $116,129 and
Mr. Rosengard, $0.
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, 1994
through December 31, 1999. 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,
Charter Communications, Inc. (November - December 1999), Comcast Corporation,
Cox Communications, Inc.,
14
<PAGE>
Proxy Statement 2000 Cablevision
Insight Communications Inc. (July - December 1999) and Time Warner, Inc. The
chart assumes $100 was invested on December 31, 1994 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
[GRAPH]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
Fiscal Years Ended December 31
<S> <C> <C> <C> <C> <C> <C>
CABLEVISION SYSTEMS CORPORATION 100 107 61 190 397 598
RUSSELL 3000 INDEX 100 136 165 216 268 323
PERR GROUP 100 110 114 195 376 500
</TABLE>
EMPLOYMENT CONTRACTS AND SEVERANCE
AND CHANGE-IN-CONTROL ARRANGEMENTS
Charles Dolan has an employment agreement with the Company, which expired in
January 2000, and was automatically renewed until January 2001. The employment
agreement will automatically renew 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
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 bonus award shares, stock options and
15
<PAGE>
Cablevision Proxy Statement 2000
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 and Lemle, which agreements replaced previous employment
agreements. The agreements are each for a three year term that automatically
extends for an additional one year period on January 1, 1999, 2000 and 2001,
respectively, unless the Company or the executive notifies the other of its
election not to extend by the preceding October 31. The agreements currently
expire on December 31, 2002. In January 1999, the Company entered into an
employment agreement with James Dolan. This agreement is for a three year term
that automatically extends for an additional one year period on January 1, 2000
and 2001, respectively, unless the Company or Mr. Dolan notifies the other of an
election not to extend by the preceding October 31. The agreement currently
expires on December 31, 2002. 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 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 and Bell 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 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
16
<PAGE>
Proxy Statement 2000 Cablevision
policy as in effect immediately prior to the change of control.
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.') 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 $58.9 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.
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.
Daniel E. Somers, a director and a nominee for director, is an officer of AT&T.
AT&T holds approximately 28% 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 the Company or any of its affiliates (the 'Independent Directors')
rejects such offer, Mr. Dolan or such family interests
17
<PAGE>
Cablevision Proxy Statement 2000
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 1999, 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.
18
<PAGE>
Proxy Statement 2000 Cablevision
OUR EXECUTIVE OFFICERS
<TABLE>
<S> <C>
Our executive officers are:
Charles F. Dolan Chairman
James L. Dolan Chief Executive Officer and President
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, 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, 42, 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, 46, 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.
19
<PAGE>
Cablevision Proxy Statement 2000
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, 2000 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 938,401 * 23,137,124 53.6% 24,075,525 13% 44.1%
...................................................................................................................
Charles F. Dolan
1997 Grantor Retained
Annuity Trust(5) -- -- 4,230,655 9.8% 4,230,655 2.4% 7.5%
...................................................................................................................
Gabelli Funds, Inc.(6)
GAMCO Investors, Inc.(6)
One Corporate Center
Rye, NY 10580 8,828,650 6.8% -- -- 8,828,650 5.1% 1.8%
...................................................................................................................
AT&T Corporation(7)
32 Avenue of the Americas
New York, NY 10013 49,982,572 38.4% -- -- 49,982,572 28.8% 8.9%
...................................................................................................................
James L. Dolan(11)(14)(22) 130,333 * 1,326,464 3.1% 1,456,797 * 2.4%
...................................................................................................................
William J. Bell(8)(11) 201,195 * -- -- 201,195 * *
...................................................................................................................
Robert S. Lemle(9)(11) 994,483 * -- -- 994,483 * *
...................................................................................................................
Andrew B. Rosengard(11) 39,215 * -- -- 39,215 * *
...................................................................................................................
Sheila A. Mahony(11) 35,585 * -- -- 35,585 * *
...................................................................................................................
Thomas C. Dolan(11)(16)(21) 43,600 * 1,212,464 2.8% 1,256,064 * 2.2%
...................................................................................................................
Patrick F. Dolan(11)(15)(20) 47,333 * 1,215,140 2.8% 1,262,473 * 2.2%
...................................................................................................................
John Tatta(10)(12) 82,400 * -- -- 82,400 * *
...................................................................................................................
Charles D. Ferris(12) 45,000 * -- -- 45,000 * *
...................................................................................................................
Richard H. Hochman(12) 49,376 * -- -- 49,376 * *
...................................................................................................................
Victor Oristano(12)(13) 45,000 * -- -- 45,000 * *
...................................................................................................................
Vincent Tese(12) 19,000 * -- -- 19,000 * *
...................................................................................................................
Daniel E. Somers(7)(12) 20,000 * -- -- 20,000 * *
...................................................................................................................
</TABLE>
20
<PAGE>
Proxy Statement 2000 Cablevision
<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>
...................................................................................................................
All executive officers
and directors as a group
(15 persons)
(3)(4)(5)(8)(9)(10)(11)
(12)(13)(14)(15)(16)(20)
(21)(22)(23)(24)(25)(26) 2,724,929 2.1% 26,891,192 62.4% 29,616,121 17.1% 48.4%
...................................................................................................................
Paul J. Dolan(17)(22)
100 Corporate Place Suite 150
Chardon, OH 44024 14,800 * 2,424,928 5.6% 2,439,728 1.4% 4.3%
...................................................................................................................
Kathleen M. Dolan
(17)(23)(24)(25)(26)(27)(28)
1111 Stewart Avenue
Bethpage, NY 11714 1,560,224 1.2% 6,283,744 14.6% 7,843,968 4.5% 11.5%
...................................................................................................................
Mary S. Dolan(18)(20)
300 So. Riverside Plaza
Suite 1480 Chicago, IL 60606 11,000 * 2,389,604 5.5% 2,400,604 1.4% 4.3%
...................................................................................................................
Deborah A. Dolan-Sweeney
(18)(23)(24)(25)(26)(27)(28)
1111 Stewart Avenue
Bethpage, NY 11714 1,560,224 1.2% 6,283,744 14.6% 7,843,968 4.5% 11.5%
...................................................................................................................
Matthew J. Dolan(19)(21)
231 Main Street
Court House Annex
Chardon, OH 44024 4,000 * 2,389,604 5.5% 2,393,604 1.4% 4.3%
...................................................................................................................
Marianne E. Weber
(19)(23)(24)(25)(26)(27)(28)
1111 Stewart Avenue
Bethpage, NY 11714 1,560,224 1.2% 6,248,420 14.5% 7,808,644 4.5% 11.4%
...................................................................................................................
Dolan Family LLC(28)
c/o William A. Frewin, Jr.
340 Crossways Park Drive
Woodbury, NY 11791 -- -- 5,000,000 11.6% 5,000,000 2.9% 8.9%
...................................................................................................................
Edward C. Atwood
(23)(24)(25)(26)(28)(29)
1111 Stewart Avenue
Bethpage, NY 11714 162,033 * 5,445,104 12.6% 5,607,137 3.2% 9.7%
...................................................................................................................
John MacPherson(30)
21 Old Town Lane
Halesite, NY 10019 164,600 * 7,560,296 17.5% 7,724,896 4.5% 13.5%
</TABLE>
21
<PAGE>
Cablevision Proxy Statement 2000
* Less than 1%
(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 separate elections of directors.
(3) Includes 774,555 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.
(4) Does not include an aggregate of 14,835,712 shares of Class B Common
Stock and 151,000 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 4,230,655 shares of Class B Common Stock owned 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 certain operating subsidiaries of
Gabelli Funds, Inc. ('GFI') beneficially held, or exercise investment
discretion over various institutional accounts which beneficially held as
of December 15, 1999, an aggregate of 8,828,650 shares of Class A Common
Stock. The Company has been informed that GAMCO Investors, Inc., an
investment advisor registered under the Investment Advisors Act of 1940,
as amended and a wholly-owned subsidiary of Gabelli Asset Management,
Inc., held sole dispositive power over 6,372,087 of such shares and sole
voting power over 6,245,087 of such shares.
(7) The Company has been informed that AT&T beneficially owned an aggregate
of 48,942,172 shares of Class A Common Stock. AT&T or its subsidiaries
have sole voting and investment power with respect to such shares. Also
includes 1,040,400 shares held directly by Liberty Media Corporation, a
wholly-owned subsidiary of AT&T, as to which AT&T disclaims beneficial
ownership. 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. Daniel E.
Somers, a Director and Nominee for Director of the Company, is an officer
of AT&T. Mr. Somers disclaims any beneficial ownership interest in these
shares.
(8) Includes 50,000 shares of Class A Common Stock purchased by William J.
Bell in April 1999.
(9) Includes 34,000 shares of Class A Common Stock purchased by Robert S.
Lemle in April 1999 and 10,000 shares of Class A Common Stock owned by a
family partnership of which Mr. Lemle is the
22
<PAGE>
Proxy Statement 2000 Cablevision
general partner. Also includes 65 shares of Class A Common Stock owned by
minor children. Also includes 15,000 shares of Class A Common Stock owned
by the Estate of Marc Lustgarten for which Robert S. Lemle serves as
co-executor and, in such capacity, shares the power to vote and dispose
of such shares, and 581,000 shares of Class A Common Stock issuable upon
the exercise of options granted to Marc Lustgarten pursuant to the
Company's Employee Stock Plan which, on March 1, 2000 were unexercised
but were exercisable within a period of 60 days from that date, owned by
the Estate of Marc Lustgarten for which Robert S. Lemle serves as
co-executor and, in such capacity, will share the power to vote and
dispose of such shares, when issued.
(10) Includes 43,600 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. Includes 33,800 shares
of Class A Common Stock held by the Anne Tatta Grantor Retained Annuity
Trust UTA June 21, 1999 ('Anne Tatta GRAT'). The Anne Tatta GRAT is a New
York trust for the benefit of Tatta family interests of which Stephen A.
Carb, Esq. is trustee.
(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, 2000 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 126,333; Mr. Bell 150,000;
Mr. Lemle 309,600; Mr. Rosengard 29,999; Ms. Mahony 30,000; Mr. Patrick
Dolan 39,733 and Mr. Thomas Dolan 39,600; all executive officers and
directors as a group 752,433.
(12) Includes shares of Class A Common Stock issuable upon the exercise of
options granted pursuant to CSC Holdings' 1996 Stock Option Plan, as
amended, for Non-Employee Directors, which on March 1, 2000 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. Tatta 5,000, Mr. Ferris 41,000; Mr. Hochman
41,000; Mr. Oristano 41,000; Mr. Tese 19,000 and Mr. Somers 20,000.
(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 114,000 shares of Class B Common Stock owned by trusts for minor
children as to which James L. Dolan disclaims beneficial ownership. Also
includes 1,212,464 shares of Class B Common Stock held by a family trust
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 footnote (22).
(15) Includes 38,000 shares of Class B Common Stock owned by a trust for a
minor child as to which Patrick F. Dolan disclaims beneficial ownership.
Also includes 1,177,140 shares of Class B Common Stock held by a family
trust 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 footnote (20).
(16) Includes 1,212,464 shares of Class B Common Stock held by a family trust
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 footnote (21).
(17) Includes 1,212,464 shares of Class B Common Stock held by the DC Kathleen
Trust, the co-trustees of which are Kathleen M. 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-Sweeney 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.
23
<PAGE>
Cablevision Proxy Statement 2000
(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 23,500 shares of Class B Common Stock held by the Dolan
Descendants Trust, the co-trustees of which are Edward C. Atwood,
Kathleen M. Dolan, Marianne E. Weber, and Deborah Dolan-Sweeney.
(24) Includes 29,000 shares of Class B Common Stock held by the Dolan Progeny
Trust, the co-trustees of which are Edward C. Atwood, Kathleen M. Dolan,
Marianne E. Weber, and Deborah Dolan-Sweeney.
(25) Includes 16,500 shares of Class B Common Stock held by the Dolan
Grandchildren Trust, the co-trustees of which are Edward C. Atwood,
Kathleen M. Dolan, Marianne E. Weber, and Deborah Dolan-Sweeney.
(26) Includes 2,280 shares of Class B Common Stock held by the Dolan Spouse
Trust, the co-trustees of which are Edward C. Atwood, Kathleen M. Dolan,
Marianne E. Weber, and Deborah Dolan-Sweeney.
(27) Includes 1,556,224 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 E. Weber, Kathleen M. Dolan and Deborah
Dolan-Sweeney. None of the members has an economic interest in such
shares, but each member shares the ultimate power to vote and dispose of
such shares.
(28) Includes 5,000,000 shares of Class B Common Stock owned by Dolan Family
LLC, a Delaware limited liability company, the members of which are four
Dolan family trusts, the co-trustees of which are Edward C. Atwood,
Marianne E. Weber, Kathleen M. Dolan and Deborah Dolan-Sweeney. Edward C.
Atwood serves as Manager of the Dolan Family LLC, but does not have an
economic interest in such shares. Each of the co-trustees shares the
ultimate power to vote and dispose of such shares.
(29) Includes 5,000 shares of Class A Common Stock owned directly by Edward C.
Atwood and his wife, Marie E. Atwood. Also includes 6,033 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, 2000 were unexercised
but were exercisable within a period of 60 days from that date. Also
includes 151,000 shares of Class A Common Stock held by a trust for the
benefit of Edward C. Atwood's wife, Marie E. Atwood and 373,824 shares of
Class B Common Stock held by a trust for the benefit of Edward C.
Atwood's wife, Marie E. Atwood.
(30) Includes an aggregate of 7,560,296 shares of Class B Common Stock and an
aggregate of 151,000 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
24
<PAGE>
Proxy Statement 2000 Cablevision
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 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 addition,
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 2001 ANNUAL MEETING
If you want to submit a proposal for possible inclusion in the Company's 2001
Proxy Statement, we must receive it by January 17, 2001.
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 these criteria, stockholders have until May
27, 2000, 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 1999 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, 1999, AS FILED WITH THE SECURITIES AND
EXCHANGE
25
<PAGE>
Cablevision Proxy Statement 2000
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,
ROBERT S. LEMLE
ROBERT S. LEMLE
Executive Vice President,
General Counsel and Secretary
Bethpage, New York
May 17, 2000
26
<PAGE>
APPENDIX 1
CLASS A PROXY
CABLEVISION SYSTEMS CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, JUNE 6, 2000
The undersigned hereby appoints WILLIAM J. BELL 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 Tuesday, June 6, 2000, 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:
-------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
<TABLE>
<S> <C> <C>
UNLESS OTHERWISE SPECIFIED IN THE SPACES PROVIDED, THE UNDERSIGNED'S VOTE IS Please mark ---------
CAST FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS LISTED IN PROPOSAL (1), FOR your votes as
APPROVAL OF PROPOSAL (2) AND AGAINST PROPOSAL (3) BELOW, ALL AS MORE FULLY indicated in X
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. this example
---------
</TABLE>
<TABLE>
<S> <C>
1. Election of the following nominees as Class A Directors: 01 Charles D. Ferris, 02 Richard H. Hochman,
03 Victor Oristano and 04 Vincent Tese
FOR all nominees WITHHOLD (Instruction: To withhold authority for any individual nomi-
listed above AUTHORITY nee, write that nominee's name on the space provided below.)
To vote for all
nominees listed above -------------------------------------------------------------
[ ] [ ]
</TABLE>
2. Proposal to ratify and approve the appointment of KPMG LLP, as independent
auditors of the Company for the fiscal year 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Shareholder proposal -- Independent directors.
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.
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, PLEASE READ THE INSTRUCTIONS IN
THE ENCLOSED MATERIALS.
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 a corporation gives the proxy, it should be signed by an authorized
officer and the corporate seal affixed.
PLEASE DATE, SIGN, AND RETURN THIS PROMPTLY IN THE ENVELOPE PROVIDED.
................................................................................
FOLD AND DETACH HERE
VOTE BY TELEPHONE OR INTERNET
QUICK EASY IMMEDIATE
To use telephone or Internet voting services, you will be asked to
provide your11-digit Control Number which is located
in the lower right hand corner of this form.
<PAGE>
APPENDIX 2
Two new ways to vote
------------------------------------------------
Vote by Internet
------------------------------------------------
It's fast, convenient, and your vote is immediately confirmed and posted.
WWW.EPROXY.COM/CVC
Just follow these 3 easy steps:
1. Go to website WWW.EPROXY.COM/CVC 24 hours a day, 7 days a week.
2. Locate your Control Number in the lower right hand corner of your proxy card.
3. Follow the simple instructions.
Your vote is important!
Go to WWW.EPROXY.COM/CVC
24 hours a day
[Logo]
------------------------------------------------
Vote by Telephone
------------------------------------------------
It's fast, convenient, and your vote is
immediately confirmed and posted.
Using a touch-tone phone call the toll-free number shown below.
Just follow these 3 easy steps:
1. Call toll-free 1-800-840-1208 on a touch-tone telephone 24 hours a day,
7 days a week. There is no charge to you for this call.
2. Have your proxy card in hand. You will be asked to enter your Control Number,
which is located in the box in the lower right hand corner of your proxy
card.
3. Follow the simple recorded instructions.
Your vote is important!
Call 24 hours a day
DO NOT MAIL BACK YOUR PROXY CARD IF YOU ARE VOTING BY INTERNET OR TELEPHONE.
<PAGE>
APPENDIX 3
CLASS B PROXY
CABLEVISION SYSTEMS CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, JUNE 6, 2000
The undersigned hereby appoints WILLIAM J. BELL, ROBERT S. LEMLE, STUART
CHUZMIR AND FRANK GOLDEN 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 Tuesday, June 6, 2000, 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:
Unless otherwise specified in the spaces provided, the undersigned's vote is
cast FOR the election of the nominees for directors listed in Proposal (1), FOR
approval of Proposal (2) and AGAINST Proposal (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: Charles F. Dolan,
James L. Dolan, William J. Bell, Robert S. Lemle, Sheila A. Mahony, Thomas C.
Dolan, Partick F. Dolan, John Tatta and Daniel E. Somers. (INSTRUCTION: TO
WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, 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 market to the contrary below) all nominees listed below
[ ] [ ]_______________________________
</TABLE>
2. Proposal to ratify and approve the appointment of KPMG LLP, as independent
auditors of the Company for the fiscal year 2000.
<TABLE>
<S> <C> <C>
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</TABLE>
3. Shareholder proposal -- independent directors.
<TABLE>
<S> <C> <C>
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</TABLE>
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
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. 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 shuld be signed by an authorized officer and
the corporate seal affixed.
