<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
___________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 31, 1995
CABLEVISION SYSTEMS CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
1-9046 11-2776686
(Commission File Number) (IRS Employer
Identification Number)
One Media Crossways, Woodbury, New York 11797
(Address of principal executive offices)
Registrant's telephone number, including area code:
(516) 364-8450
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(b) Pro Forma Financial Information
Cablevision Systems Corporation (the "Registrant" or the "Company")
files herewith the pro forma financial information that would be required
pursuant to Article 11 of Regulation S-X for the nine months ended September 30,
1995.
CONDENSED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following condensed pro forma consolidated balance sheet as of
September 30, 1995 presents the Company's financial position as adjusted to give
effect to the proposed acquisition by the Company of the interests in
Cablevision of Boston Limited Partnership ("Cablevision of Boston") that it does
not already own and the proposed transactions (the "Proposed V Cable
Transactions") relating to the Company's subsidiary, V Cable, Inc., as if such
acquisition and transactions had occurred as of that date. For a discussion of
the Proposed V Cable Transactions, see the Company's Quarterly Report on Form
10-Q for the period ended September 30, 1995 (the "September 30 10-Q"). The
following condensed pro forma consolidated statement of operations for the year
ended December 31, 1994 presents the Company's consolidated results of
operations as adjusted to give effect to (i) the acquisition (the "AMCC
Acquisition") of partnership interests in American Movie Classics Company
("AMCC"), (ii) the acquisition of substantially all of the assets of Monmouth
Cablevision Associates ("Monmouth Cable"), Riverview Cablevision Associates,
L.P. ("Riverview Cable"), and Framingham Cablevision Associates, Limited
Partnership ("Framingham Cable"), (iii) the proposed acquisition of Cablevision
of Boston, and (iv) the Proposed V Cable Transactions as if the acquisition of
interests in AMCC, the acquisition of Monmouth Cable, Riverview Cable and
Framingham Cable, the acquisition of Cablevision of Boston and the Proposed V
Cable Transactions had occurred at the beginning of the periods presented. The
following condensed pro forma consolidated statement of operations for the nine
months ended September 30, 1995 presents the Company's consolidated results of
operations as adjusted to give effect to the proposed acquisition of Cablevision
of Boston and the Proposed V Cable Transactions as if the proposed acquisition
of Cablevision of Boston and the Proposed V Cable Transactions had occurred at
the beginning of the periods presented. The condensed pro forma consolidated
financial statements should be read in conjunction with the notes thereto and
the historical consolidated financial statements and notes thereto included
<PAGE>
in the Company's Annual Report on Form 10-K for the year ended December 31, 1994
and the September 30 10-Q. The pro forma financial information is not
necessarily indicative of what the actual financial position or results of
operations of the Company would have been had the transactions occurred on the
dates indicated nor does it purport to indicate the future results of operations
or the future financial condition of the Company.
CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS*
----------------------
PROPOSED
CABLEVISION OF V CABLE
HISTORICAL BOSTON TRANSACTIONS PRO FORMA
---------- -------------- ------------ ---------
<S> <C> <C> <C> <C>
ASSETS
------
Cash and cash equivalents.................................. $ 21,950 $ 6,426(1) $ 1,653(4) $ 23,029
(3,000)(2) (4,000)(5)
Accounts receivable, trade................................. 84,949 2,354(1) 1,105(4) 88,408
Notes and other receivables................................ 18,543 789(1) 363(4) 19,695
Prepaid expenses and other assets.......................... 18,244 326(1) 471(4) 19,041
Property, plant and equipment, net......................... 941,853 36,071(1) 102,679(4) 1,080,603
Investments in and advances to affiliates.................. 172,562 (18,510)(1) 154,052
Feature film inventory..................................... 144,219 144,219
Intangible assets, net..................................... 859,663 113,544(2) 136,664(6) 1,108,647
(1,224)(3)
Deferred financing, interest expense and other costs, net.. 80,461 1,000(2) (30,343)(5) 51,118
----------- -------- --------- -----------
$ 2,342,444 $137,776 $ 208,592 $ 2,688,812
=========== ======== ========= ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Accounts payable........................................... $ 119,634 $ 9,657(1) $ 10,055(4) $ 139,346
Accrued expenses........................................... 226,866 9,766(1) 13,392(4) 250,024
Accounts payable to affiliates............................. 16,235 642(1) 488(4) 17,365
Feature film rights payable................................ 136,355 136,355
Bank debt.................................................. 1,371,585 79,217(2) 1,450,802
Senior debt................................................ 888,596 215,000(4) 603,596
(500,000)(5)
Subordinated debentures.................................... 623,590 623,590
Subordinated notes payable................................. 141,268 141,268
Obligation to related party................................ 191,579 191,579
Capital lease obligations and other debt................... 7,610 1,884(1) 9,494
----------- -------- --------- -----------
3,723,318 101,166 (261,065) 3,563,419
----------- -------- --------- -----------
Deficit investment in affiliates........................... 437,732 437,732
----------- -----------
Series G Redeemable Exchangeable 250,000 250,000
Preferred Stock ----------- -----------
Stockholders' deficiency:
Preferred stock.......................................... 2 5(5) 7
Common stock............................................. 239 6(2) 245
Par value in excess of capital contributed............... (79,478) 37,828(2) 499,995(5) 457,121
(1,224)(3)
Accumulated deficit...................................... (1,986,132) (30,343)(5) (2,016,475)
----------- --------- -----------
(2,065,369) 36,610 469,657 (1,559,102)
Less, treasury stock, at cost (50,000 shares).............. (3,237) (3,237)
----------- -----------
(2,068,606) 36,610 469,657 (1,562,339)
----------- -------- --------- -----------
$ 2,342,444 $137,776 $ 208,592 $ 2,688,812
=========== ======== ========= ===========
</TABLE>
* See Note A of Notes to Condensed Pro Forma Consolidated Financial Statements.
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<PAGE>
CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS*
----------------------------------------------------------------------------
MONMOUTH
CABLE,
RIVERVIEW CABLE
AMERICAN AND CABLEVISION PROPOSED
MOVIE FRAMINGHAM OF V CABLE
HISTORICAL CLASSICS CABLE BOSTON TRANSACTIONS PRO FORMA
---------- -------- --------------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Net Revenues.................... $ 837,169 $50,951(7) $ 47,286(13) $ 59,239(19) $ 71,960(22) $1,066,605
--------- ------- -------- -------- --------- ----------
Operating expenses:
Technical....................... 302,885 16,262(7) 15,127(13) 26,749(19) 29,674(22) 390,697
Selling, general and
administrative............... 195,942 16,105(7) 9,199(13) 17,119(19) 20,776(22) 254,162
(859)(11) (2,028)(16) (2,092)(20)
Restructuring charge............ 4,306 4,306
Depreciation and 271,343 142(7) 12,488(13) 8,428(19) 41,861(22) 379,719
amortization.................
10,827(12) 27,273(14) 10,974(20) (3,617)(26)
--------- ------ -------- -------- --------- ----------
774,476 42,477 62,059 61,178 88,694 1,028,884
--------- ------ -------- -------- --------- ----------
Operating profit (loss)......... 62,693 8,474 (14,773) (1,939) (16,734) 37,721
Other income (expense)
Interest expense................ (263,299) (1,510)(7) (4,657)(13) (8,955)(19) (24,195)(22) (266,226)
(7,615)(9) (11,093)(15) 1,769(21) 47,323(23)
6,006(25)
Interest income................ 1,518 305(7) 59(13) 216(19) 236(22) 2,334
Share of affiliates' net loss... (82,864) (4,304)(10) (521)(17) 8,594(22) (79,367)
(272)(18)
Write off of deferred
financing costs.............. (9,884) (9,884)
Loss on redemption
of debt...................... (7,088) (7,088)
Provision for preferential
payment to related party..... (5,600) (5,600)
Minority interest............... (3,429) (4,321)(8) (7,750)
Miscellaneous, net.............. (7,198) (23)(7) (131)(13) (307)(19) (1,280)(22) (8,939)
--------- ------- -------- -------- --------- ----------
Loss before extraordinary item.. (315,151) (8,994) (31,388) (9,216) 19,950 (344,799)
Extraordinary item:
Loss on redemption of debt..... (40,457)(23) (40,457)
--------- ------- -------- -------- --------- ----------
Net loss........................ (315,151) (8,994) (31,388) (9,216) (20,507) (385,256)
Preferred stock dividend
requirement..................... (6,385) (43,403)(24) (49,788)
--------- ------- -------- -------- --------- ----------
Net loss applicable to
common shareholders............. $(321,536) $(8,994) $ (31,388) $(9,216) $ (63,910) $ (435,044)
========= ======= ========= ======= =========== ==========
Loss per common
share before extraordinary
item.......................... $(13.72) $(16.39)
Extraordinary item.............. - (1.68)
--------- ----------
Net loss per common share...... $(13.72) $(18.07)
========= ==========
Average number of
common shares
outstanding (in
thousands).......... 23,444 635(19) 24,079
========= =========== ==========
</TABLE>
* See Note B of Notes to Condensed Pro Forma Consolidated Financial Statements.
-3-
<PAGE>
CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
<CAPTION>
PRO FORMA ADJUSTMENTS*
----------------------
PROPOSED
CABLEVISION OF V CABLE
HISTORICAL BOSTON TRANSACTIONS PRO FORMA
---------- -------------- ------------ ---------
<S> <C> <C> <C> <C>
Net Revenues.......................................... $ 787,293 $ 46,477(27) $ 57,324(30) $ 891,094
--------- -------- -------- ---------
Operating expenses:
Technical............................................ 302,385 21,425(27) 25,695(30) 349,505
Selling, general and administrative.................. 194,821 14,383(27) 15,661(30) 223,223
(1,642)(28)
Depreciation and amortization........................ 236,788 6,440(27) 27,859(30) 278,744
8,231(28) (574)(34)
--------- -------- -------- ---------
733,994 48,837 68,641 851,472
--------- -------- -------- ---------
Operating profit (loss)............................... 53,299 (2,360) (11,317) 39,622
Other income (expense)
Interest expense..................................... (236,680) (7,999)(27) (19,395)(30) (209,647)
2,670(29) 46,281(31)
5,476(33)
Interest income...................................... 1,308 184(27) 53(30) 1,545
Share of affiliates' net income (loss)............... (73,090) 2,840(30) (70,250)
Write off of deferred financing costs................ (2,888) (2,888)
Gain or sale of affiliate interests.................. 36,198 36,198
Provision for preferential payment to related party.. (4,200) (4,200)
Minority interest.................................... (6,229) (6,229)
Miscellaneous, net................................... (4,836) (165)(27) (284)(30) (5,285)
--------- -------- -------- ---------
Net loss.............................................. (237,118) (7,670) 23,654 (221,134)
Preferred stock dividend requirement.................. (7,272) (32,239)(32) (39,511)
--------- -------- -------- ---------
Net loss applicable to common shareholders............ $(244,390) $(7,670) $ (8,585) $(260,645)
========= ======== ======== =========
Net loss per common share............................. $(10.29) $(10.67)
========= =========
Average number of common shares outstanding
(in thousands)................ 23,745 635(27) 24,380
========= ======== =========
</TABLE>
* See Note C of Notes to Condensed Pro Forma Consolidated Financial Statements.
NOTE A--NOTES TO CONDENSED PRO FORMA BALANCE SHEET AS OF SEPTEMBER 30, 1995
CABLEVISION OF BOSTON ACQUISITION
(1) As a result of the acquisition of Cablevision of Boston, the assets and
liabilities purchased will be combined with the Company's consolidated
balance sheet amounts. The adjustments referenced by this Note (1) reflect
the consolidation of such amounts as of the balance sheet date.
(2) Represents (a) the total cost of interests in Cablevision of Boston not
owned by the Company to be paid by the issuance of Class A Common Stock of
the Company valued at $37,834,000, (b) estimated transaction costs of
-4-
<PAGE>
$2,000,000 and financing costs of $1,000,000, (c) bank borrowings of
$79,217,000 to be used to refinance Cablevision of Boston's bank debt and
accrued interest thereon of $59,096,000 and repay amounts owed to Charles
F. Dolan, the Company's Chairman, aggregating $20,121,000 for management
fees, loans, accrued interest thereon and preferred equity and (d) the
excess ($113,544,000) of the purchase price over the value of the net
liabilities acquired.
(3) Represents the amount paid to Mr. Dolan for his general partnership
interest and the assumption of his share of the excess liabilities over net
assets of Cablevision of Boston ($1,224,000) (such amount to be charged to
par value in excess of capital contributed). Interests in the Dolan-owned
assets and liabilities are recorded in the pro forma balance sheet at
Cablevision of Boston's historical cost.
PROPOSED V CABLE TRANSACTIONS
(4) As a result of the proposed acquisition of 80% of the partnership interests
in U.S. Cable Television Group, L.P. ("U.S. Cable") not already owned by V
Cable to be effected in connection with the Proposed V Cable Transactions,
the assets and liabilities of U.S. Cable will be combined with the
Company's consolidated balance sheet amounts. The adjustments referenced by
this Note (4) reflect the consolidation of such amounts as of the balance
sheet date.
(5) In connection with the Proposed V Cable Transactions, the Company will
redeem the outstanding preferred stock on the books of U.S. Cable for
$4,000,000 and will issue $500,000,000 of its preferred stock to General
Electric Capital Corporation ("GECC"), . The proceeds from this issuance
will be used to repay $450,000,000 of V Cable debt and/or debt of VC
Holding, Inc. ("VC Holding") to GECC and provide V Cable with $50,000,000
to make a preferred capital contribution to U.S. Cable, which will repay an
equivalent amount of its debt to GECC. Deferred interest expense of
$30,343,000 related to V Cable's assumption of U.S. Cable's debt in the
1992 reorganization of V Cable will be written off in connection with the
repayment of such debt.
-5-
<PAGE>
(6) Represents the excess ($136,664,000) of the purchase price of U.S. Cable
over the value of the net liabilities acquired.
NOTE B--NOTES TO CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR
THE YEAR ENDED DECEMBER 31, 1994
AMERICAN MOVIE CLASSICS COMPANY ACQUISITION
(7) As a result of the AMCC Acquisition, which was consummated on July 11,
1994, the results of operations of AMCC are combined with the Company's
consolidated results of operations. The adjustments referenced by this Note
(7) reflect the consolidation of such amounts for the period January 1,
1994 through July 10, 1994.
(8) Represents the 25.1% minority partnership interest in the results of
operations of AMCC owned by National Broadcasting Company, Inc. ("NBC") and
Liberty Media Corporation.
(9) Represents interest expense, at 8.0% per annum, on the $181,903,000 of debt
incurred by the Company to fund the purchase of the additional approximate
50% interest in AMCC. NBC will not share in this expense.
(10) Represents the income of AMCC previously recorded by the Company using the
equity method of accounting.
(11) Represents the elimination of management fees paid to the former partner by
AMCC. In connection with the purchase of the approximate 50% interest in
AMCC, the Company also purchased the right to receive such fees in the
future.
(12) Represents the amortization, based on an average 10-year life, of the
excess cost over fair value of assets acquired resulting from the purchase
of the additional approximate 50% interest in AMCC. NBC will not share in
this expense.
-6-
<PAGE>
MONMOUTH CABLE, RIVERVIEW CABLE AND FRAMINGHAM CABLE ACQUISITION
(13) As a result of the acquisition of Monmouth Cable and Riverview Cable, which
was consummated on August 8, 1994, the results of operations of Monmouth
Cable and Riverview Cable are combined with the Company's consolidated
results of operations. The adjustments referenced by this Note (13) reflect
the consolidation of such amounts for the period January 1, 1994 through
August 7, 1994.
(14) Represents the depreciation and amortization, based on an average 10-year
life, of the step-up in property, plant and equipment, franchise costs and
the excess cost over fair value of assets acquired, aggregating $39,761,000
for the period, offset by the elimination of pre-acquisition depreciation
and amortization of $12,488,000.
(15) Represents interest expense of $15,750,000 attributable to $237,800,000 of
bank borrowings (interest expense of $10,444,000 at a 7.32% interest rate);
$132,158,000 of 6% senior subordinated notes (interest expense of
$4,758,000); $9,110,000 of a 6% indemnification note (interest expense of
$328,000); and amortization of deferred finance costs of $220,000, offset
by pre-acquisition interest expense of $4,657,000 incurred by Monmouth
Cable and Riverview Cable.
(16) Represents the elimination of management fees of $2,378,000 paid to former
general partners by Monmouth Cable and Riverview Cable and the elimination
of an adjustment ($350,000) made in the first half of 1994 to reduce prior
period overaccruals of franchise fees.
(17) As a result of the acquisition of Framingham Cable, which was consummated
on August 8, 1994, by the Company and Warburg Pincus Investors, L.P., a 30%
Pre-Payout Interest in the results of Framingham Cable will be combined
with the Company's consolidated results of operations. The adjustment
referenced by this Note (17) reflects the 30% Pre-Payout Interest for the
period January 1, 1994 through August 7, 1994.
(18) Represents the Company's 30% share of reduced costs for Framingham Cable
management fees of $56,000, offset by additional expenses relating to the
Framingham Cable acquisition for depreciation and amortization of $249,000
and interest of $79,000.
-7-
<PAGE>
CABLEVISION OF BOSTON ACQUISITION
(19) As a result of the acquisition of Cablevision of Boston (and related
issuance of approximately 635,000 shares of the Company's Class A Common
Stock (based on the price per share of Class A Common Stock as of September
30, 1995)), the results of operations of Cablevision of Boston will be
combined with the Company's consolidated results of operations. The
adjustments referenced by this Note (19) reflect the consolidation of such
amounts for the year ended December 31, 1994.
(20) Represents the amortization, based on an average 10-year life, of the
excess cost over fair value of assets acquired of $11,232,000 for the
period, offset by the elimination of previous amortization of intangibles
of $258,000 and the elimination from selling, general and administrative
expenses of management fees payable ($2,092,000) by Cablevision of Boston
to Cablevision Systems Services Corporation, a company wholly owned by
Charles F. Dolan.
(21) Represents interest expense of $6,971,000 attributable to $79,217,000 of
bank debt (8.8% interest rate) reduced by pre-acquisition interest expense
of $8,740,000 incurred by Cablevision of Boston on its bank debt and debt
owed to Mr. Dolan and the Company.
PROPOSED V CABLE TRANSACTIONS
(22) As a result of the proposed acquisition of 80% of the partnership interests
in U.S. Cable not already owned by V Cable to be effected in connection
with the Proposed V Cable Transactions, the results of operations of U.S.
Cable will be combined with the Company's consolidated results of
operations. The adjustments referenced by this Note (22) reflect the
consolidation of such amounts for the year ended December 31, 1994 and the
elimination of the Company's share of losses in U.S. Cable previously
recorded on the equity basis.
(23) Represents the reduction in interest expense of $47,323,000, at an average
interest rate of 10.5%, resulting from the net repayment of $450,000,000 of
V Cable and/or VC Holding debt from the proceeds of the issuance of the
preferred stock in the Proposed V Cable Transactions. In addition, the
Company will write off deferred interest and financing costs of $40,457,000
in
-8-
<PAGE>
connection with the repayment of U.S. Cable debt assumed by V Cable in the
1992 V Cable Reorganization.
(24) Represents the dividends payable to GECC on the preferred stock to be
issued in the Proposed V Cable Transactions. This amount does not take into
account any gross up required to be paid to a holder of preferred stock
failing to obtain a dividends received deduction.
(25) Represents the reduction in interest expense, at an average interest rate
of 12.0%, resulting from the repayment of $50,000,000 of U.S. Cable debt
from the proceeds of the issuance of preferred stock and certain reductions
in U.S. Cable's debt resulting from the Proposed V Cable Transactions.
(26) Represents the depreciation and amortization, based on an average 10-year
life, of the step-up in property, plant and equipment, franchise costs and
the excess cost over fair value of assets acquired, aggregating $38,244,000
for the period, offset by the elimination of pre-acquisition depreciation
and amortization of $41,861,000.
NOTE C -- NOTES TO CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 1995
CABLEVISION OF BOSTON ACQUISITION
(27) As a result of the acquisition of Cablevision of Boston (and related
issuance of approximately 635,000 shares of the Company's Class A Common
Stock), the results of operations of Cablevision of Boston will be combined
with the Company's consolidated results of operations. The adjustments
referenced by this Note (27) reflect the consolidation of such amounts for
the nine months ended September 30, 1995.
(28) Represents the amortization, based on an average 10-year life, of the
excess cost over fair value of assets acquired of $8,424,000 for the
period, offset by the elimination of previous amortization of intangibles
of $193,000 and the elimination from selling, general and administrative
expenses of management fees payable by Cablevision of Boston to Cablevision
Systems Services Corporation ($1,642,000).
(29) Represents interest expense of $5,214,000 attributable to $79,217,000 of
bank debt (8.8% interest rate) reduced by pre-acquisition interest expense
of $7,884,000 incurred
-9-
<PAGE>
by Cablevision of Boston on its bank debt and debt owed to Charles F. Dolan
and the Company.
PROPOSED V CABLE TRANSACTIONS
(30) As a result of the proposed acquisition of 80% of the partnership interests
in U.S. Cable not already owned by V Cable to be effected in connection
with the Proposed V Cable Transactions, the results of operations of U.S.
Cable will be combined with the Company's consolidated results of
operations. The adjustments referenced by this Note (30) reflect the
consolidation of such amounts for the nine months ended September 30, 1995
and the elimination of the Company's share of losses in U.S. Cable
previously recorded on the equity basis.
(31) Represents the reduction in interest expense of $36,167,000, at an average
interest rate of 10.7%, resulting from the net repayment of $450,000,000 of
V Cable and/or VC Holding debt from the proceeds of the issuance of the
preferred stock in the Proposed V Cable Transactions. In addition,
amortization of deferred interest and financing costs of $10,114,000 is
eliminated in connection with the repayment of U.S. Cable debt assumed by V
Cable in the 1992 reorganization of V Cable. Because the write-off of
deferred interest and financing costs related to this transaction has been
reflected in the Condensed Pro Forma Consolidated Statement of Operations
for the year ended December 31, 1994, no such write-off has been made in
the Condensed Pro Forma Consolidated Statement of Operations for the nine
months ended September 30, 1995.
(32) Represents the dividends payable to GECC on the preferred stock to be
issued in the Proposed V Cable Transactions. This amount does not take into
account any gross up required to be paid to a holder of preferred stock
failing to obtain a dividends received deduction.
(33) Represents the reduction in interest expense, at an average interest rate
of 11.6%, resulting from the repayment of $50,000,000 of U.S. Cable debt
from the proceeds of the issuance of preferred stock and certain reductions
in U.S. Cable's debt resulting from the Proposed V Cable Transactions.
(34) Represents the depreciation and amortization, based on an average 10-year
life, of the step-up in property, plant
-10-
<PAGE>
and equipment, franchise costs and the excess cost over fair value of
assets acquired, aggregating $27,285,000 for the period, offset by the
elimination of pre-acquisition depreciation and amortization of
$27,859,000.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CABLEVISION SYSTEMS CORPORATION
By: /s/ Jerry Shaw
---------------------------
Jerry Shaw
Vice President
and Controller
Dated: October 31, 1995
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