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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
CABLEVISION SYSTEMS CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
12686C-10-9
(CUSIP Number)
BRUCE D. HAIMS, ESQ. DEBEVOISE & PLIMPTON,
875 THIRD AVENUE,
NEW YORK, NY 10022 (212) 909-6000
(Name, Address and telephone Number of Person Authorized to Receive
Notices and Communications)
OCTOBER 23, 1995
(Date of event which requires filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement
/ /. (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 9 Pages
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CUSIP No. 12686C-10-9 13D
(1) Names of Reporting Persons
S.S. or I.R.S. Identifica- Charles F. Dolan
tion Nos. of Above Persons SS: ###-##-####
________________________________________________________________________________
(2) Check the Appropriate Box (a)___________________________
if a Member of a Group (b)___________________________
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds 00- See Item 3 of Statement
________________________________________________________________________________
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
________________________________________________________________________________
(6) Citizenship or Place of
Organization U.S.A.
________________________________________________________________________________
Number of Shares (7) Sole Voting Power 2,354,781
Beneficially Owned ------------------------------------------------------------
by Each Reporting (8) Shared Voting Power 276,150
Person With ------------------------------------------------------------
(9) Sole Dispositive Power 2,354,781
------------------------------------------------------------
(10) Shared Dispositive Power 276,150
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,630,931
________________________________________________________________________________
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
________________________________________________________________________________
(13) Percent of Class Represented
by Amount in Row 11 17.9%
________________________________________________________________________________
(14) Type of Reporting Person IN
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CUSIP No. 12686C-10-9 13D
CONTINUATION PAGES OF AMENDMENT NO. 4
TO SCHEDULE 13D FILED BY
CHARLES F. DOLAN
This Amendment No. 4 to the Schedule 13D, dated May 23, 1988, as
amended by Amendment No. 1 thereto, dated May 7, 1990, Amendment No. 2 thereto,
dated August 24, 1991 and Amendment No. 3 thereto, dated January 6, 1995 (as so
amended, the "Schedule 13D"), previously filed by Charles F. Dolan ("Mr.
Dolan"), is being filed in connection with changes in Mr. Dolan's beneficial
ownership of the stock of Cablevision Systems Corporation, a Delaware
corporation (the "Company"), resulting from (i) dispositions by gift by (a) Mr.
Dolan of certain shares of Class A Common Stock, par value $.01 per share, of
the Company ("Class A Common Stock"), and (b) the Dolan Family Foundation, a
New York not-for-profit corporation (the "Foundation"), of certain shares of
Class A Common Stock, and (ii) changes in the number of outstanding shares of
Class A Common Stock.
In addition, in accordance with Rule 101(a)(2)(ii) of Securities and
Exchange Commission Regulation S-T, this Amendment No. 4 restates the Schedule
13D.
Item 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is the Class A Common Stock. The address of the principal executive
offices of the Company is One Media Crossways, Woodbury, New York 11797.
Item 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is Charles F. Dolan.
(b) The business address of Mr. Dolan is One Media Crossways, Woodbury,
New York 11797.
(c) The present principal occupation of Mr. Dolan is Chairman and
director of the Company. The principal address of the Company is set forth in
Item 1 above.
(d) Mr. Dolan has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
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CUSIP No. 12686C-10-9 13D
(e) Mr. Dolan has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Dolan is a United States citizen.
Item 3. SOURCE AND AMOUNT OF
FUNDS OR OTHER CONSIDERATION.
The Class A Common Stock held by Mr. Dolan was not acquired by
purchase.
Immediately before the offering and sale to the public on January 27,
1986 of 6,250,000 shares of Class A Common Stock of the Company (the "Public
Offering"), Mr. Dolan exchanged all of his partnership interests in certain
partnerships that were the predecessors of the Company for a total of
12,837,500 shares of Class B Common Stock, par value $.01 per share ("Class B
Common Stock", and together with the Class A Common Stock, the "Common Stock"),
200,000 shares of Series A Preferred Stock of the Company and a note (the
"Note"), payable by the Company in 937,500 shares of Class B Common Stock or
cash or a combination thereof depending on the extent, if any, to which the
underwriters (the "Underwriters") of the Public Offering exercised their
over-allotment option (the "Over-allotment Option"). Mr. Dolan had no control
over the exercise or non-exercise of the Over-allotment Option, and therefore
had no control over the number of shares of Class B Common Stock, if any, he
would receive upon payment of the Note.
On February 17, 1986, because the Underwriters did not exercise their
Over-allotment Option, Mr. Dolan received 937,500 shares of Class B Common
Stock, which he contributed to CSC Holdings Company, a New York limited
partnership, of which he was the Managing General Partner.
Item 4. PURPOSE OF TRANSACTION.
Mr. Dolan's purpose in originally acquiring the shares of Class A
Common Stock and Class B Common Stock described in this Schedule l3D was to
ensure that his economic interests in, and voting control of, certain
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CUSIP No. 12686C-10-9 13D
partnerships that were the predecessors of the Company would be carried over to
the Company.
As in the past, Mr. Dolan may make gifts to various of his friends,
relatives and affiliates and may transfer shares to other entities to further
his charitable and philanthropic goals.
In addition, subject to certain adjustments, each year the Foundation
is required to make qualifying distributions -- generally, distributions to
publicly supported charitable organizations -- in an amount equal to at least
five percent of the aggregate fair market value of the Foundation's assets.
Mr. Dolan intends to review continuously his stock ownership of the
Company and may, depending on his evaluation of the Company's business and
prospects and upon future developments, determine to increase or decrease or
dispose of his stock ownership in the Company, although it is Mr. Dolan's
present intention to maintain, together with certain family members and trusts
established for the benefit of certain family members, control of the Company.
In making any such determination, Mr. Dolan also will take into consideration
other business opportunities available to him, developments with respect to his
other businesses and with respect to the Company's business, general economic
conditions and money and stock market conditions.
Except as set forth above, Mr. Dolan and his affiliates have no plans
or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number of term of
directors or to fill any vacancies on the board;
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CUSIP No. 12686C-10-9 13D
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure including but not limited to, if the Company is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the Investment
Company Act of 1940;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Dolan (i) owns directly and has the sole power to vote or to direct
the vote of and to dispose of or to direct the disposition of 8,500 shares of
Class A Common Stock and 2,346,281 shares of Class B Common Stock and (ii) for
purposes of Schedule 13D, is deemed to own beneficially 271,150 shares of Class
A Common Stock through the Foundation, and 5,000 shares of Class A Common Stock
through his spouse, Helen A. Dolan ("Mrs. Dolan"), for which shares Mr. Dolan
has shared power to vote or to direct the vote and to dispose of or to direct
the disposition. The Class B Common Stock is convertible into Class A Common
Stock on a share-for-share basis. Thus, Mr. Dolan is deemed to own beneficially
a total of 2,630,931 shares of Class A Common Stock or shares convertible into
such stock, which as of November 2, 1995, represented approximately 17.9% of the
outstanding shares of Class A Common Stock.
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CUSIP No. 12686C-10-9 13D
During the past 60 days, the Foundation gifted shares of Class A
Common Stock to certain organizations in the following amounts:
<TABLE>
<CAPTION>
Date Shares
---- ------
<S> <C>
October 19, 1995 900
October 23, 1995 450
</TABLE>
During the past 60 days, Mr. Dolan gifted shares of Class A Common
Stock to certain individuals and a charitable foundation in the following
amounts:
<TABLE>
<CAPTION>
Date Shares
---- ------
<S> <C>
September 22, 1995 13
October 5, 1995 200
October 19, 1995 1,000
</TABLE>
Each of the foregoing gifts by the Foundation and Mr. Dolan was in an amount of
shares constituting less than one percent of the outstanding shares of Class A
Common Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDER-
STANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Dolan formed the Foundation as a New York not-for-profit
corporation on January 16, 1987, and transferred all the assets of a
predecessor charitable trust to the Foundation on November 30, 1987. A copy of
the Certificate of Incorporation (the "Certificate") and By-Laws (the
"By-Laws") of the Foundation are attached to Mr. Dolan's original Schedule 13D,
dated May 23, 1988, as Exhibits 1 and 2, respectively, and are incorporated by
reference herein.
Articles SECOND and SEVENTH of the Certificate specify that no part of
the assets, income or profit of the Foundation is distributable to, or inures
to the benefit of its members, directors or officers or any private person
except to the extent permissible under the New York Not-for-Profit Corporation
Law, and except for reasonable compensation for services rendered and
distributions in furtherance of the Foundation's purposes. Articles FIFTH,
SIXTH, NINTH, and TENTH further limit the Foundation's operation to fulfill
certain provisions of the Internal Revenue Code of 1986, as amended.
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CUSIP No. 12686C-10-9 13D
Additionally, under Article III, Section 1 of the By-Laws, members of
the Foundation (the "Members") consist of Mr. and Mrs. Dolan and those persons
who are, from time to time, elected to be Members of the Foundation by majority
vote of the Members. Under Article III, Section 2 of the By-Laws, membership
is for life. Pursuant to Article IV, Section 2 of the By-Laws, the Members
elect the Directors of the Foundation, giving the Members ultimate control over
the Foundation and its assets.
In addition, Mr. Dolan, as settlor of each of the Charles F. Dolan
1994 Grantor Retained Annuity Trust and the Charles F. Dolan 1994 Charitable
Remainder Trust, which were established in 1994 for estate planning purposes,
may receive distributions of shares of Common Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Certificate of Incorporation of the Dolan Family
Foundation. (This Exhibit can be found as Exhibit 1
to Mr. Dolan's original Schedule 13D, dated May
23, 1988, and is incorporated herein by reference.)
Exhibit 2 - By-Laws of the Dolan Family Foundation. (This
Exhibit can be found as Exhibit 2 to Mr. Dolan's
original Schedule 13D, dated May 23, 1988, and is
incorporated herein by reference.)
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CUSIP No. 12686C-10-9 13D
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: November 20, 1995
Signature: /s/ Charles F. Dolan
By William A. Frewin, Jr.
-----------------------------------------
Name/Title: Charles F. Dolan
By William A. Frewin, Jr., as
attorney-in-fact for Charles F. Dolan
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