<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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 11 Pages
<PAGE> 2
CUSIP No. 12686C-10-9 13D
(1) Names of Reporting Persons
S.S. or I.R.S. Identifica-
tion Nos. of Above Persons Dolan Family Foundation
IRS: 11-2854653
________________________________________________________________________________
(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 New York
________________________________________________________________________________
Number of Shares (7) Sole Voting Power 271,150
Beneficially Owned ----------------------------------------------------------
by Each Reporting (8) Shared Voting Power 0
Person With ----------------------------------------------------------
(9) Sole Dispositive Power 271,150
----------------------------------------------------------
(10) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 271,150
________________________________________________________________________________
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
________________________________________________________________________________
(13) Percent of Class Represented
by Amount in Row 11 2.2%
________________________________________________________________________________
(14) Type of Reporting Person 00
Page 2 of 11 Pages
<PAGE> 3
CUSIP No. 12686C-10-9 13D
CONTINUATION PAGES OF AMENDMENT NO. 2
TO SCHEDULE 13D FILED BY THE
DOLAN FAMILY FOUNDATION
This Amendment No. 2 to the Schedule 13D, dated March 16, 1988, as
amended by Amendment No. 1 thereto, dated May 7, 1990 (as so amended, the
"Schedule 13D"), previously filed by the Dolan Family Foundation, a New York
not-for-profit corporation (the "Foundation"), is being filed in connection
with changes in the Foundation's beneficial ownership of the stock of
Cablevision Systems Corporation, a Delaware corporation (the "Company"),
resulting from certain dispositions by gift by the Foundation of shares of
Class A Common Stock, par value $.01 per share, of the Company (the "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. 2 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 the Dolan Family
Foundation.
(b) The principal office of the Foundation is One Media Crossways,
Woodbury, New York 11797.
(c) The principal business of the Foundation is to make grants to
tax-exempt organizations. The Foundation currently makes grants to organizations
that conduct research for the cure of disease, are engaged in religious
activities, operate educational institutions, and provide shelter and care for
the poor.
(d) Schedule A attached to this statement and incorporated by reference
herein sets forth the name and residence or business address of each Member (as
defined herein) and Director of the Foundation, such Member or Director's
present principal occupation or employment and the
Page 3 of 11 Pages
<PAGE> 4
CUSIP No. 12686C-10-9 13D
name, principal business and address of any corporation or other organization
in which such employment is conducted.
(e) Neither the Foundation nor any Member or Director thereof has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither the Foundation nor any Member or Director thereof has,
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) The Foundation is a New York not-for-profit corporation. All of its
Directors and Members are United States citizens.
Item 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION.
The Class A Common Stock held by the Foundation was not acquired by
purchase. On December 26, 1986, Charles F. Dolan entered into an irrevocable
trust agreement (the "Trust Agreement") among himself as settlor and himself
and Helen A. Dolan, his wife ("Mrs. Dolan"), as trustees, creating a charitable
trust (the "Trust"), which was the predecessor of the Foundation. In
accordance with the Trust Agreement, on December 31, 1986, Mr. Dolan
contributed to the Trust 780,000 shares of Class A Common Stock, having a fair
market value at that date of $13,573,219. A copy of the Trust Agreement is
attached as Exhibit I to the Foundation's original Schedule 13D, dated March
16, 1988 and is incorporated herein by reference.
On January 16, 1987, Mr. Dolan formed the Foundation as a New York
not-for-profit corporation in order to administer and control the affairs and
property and to carry out the uses, objects and purposes of the Trust.
On November 30, 1987, all of the assets, trust estate activities and
commitments of the Trust were transferred to the Foundation. Effective that
date, the trustees terminated the Trust and ceased its separate legal
existence. All former activities of the Trust were thereupon carried on by the
Foundation.
Page 4 of 11 Pages
<PAGE> 5
CUSIP No. 12686C-10-9 13D
Item 4. PURPOSE OF TRANSACTION.
The purpose of the transactions set forth in Item 3 was to provide the
endowment through which the Foundation could carry out its charitable
activities.
Though the Foundation's primary intention is to maintain an endowment
fund and distribute income generated by the endowment fund to support its
activities, in the event such fund does not generate income sufficient to meet
planned distributions and grants, then the Foundation either uses current year
contributions or liquidates portions of such fund to meet these commitments.
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.
Subject to certain exceptions, the Foundation is required to make such
distributions within one year after the close of each of its taxable years.
Except as set forth above, the Foundation has 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;
(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
Page 5 of 11 Pages
<PAGE> 6
CUSIP No. 12686C-10-9 13D
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.
The Foundation (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 271,150
shares of Class A Common Stock and (ii) for purposes of Schedule 13D, is deemed
to own beneficially 271,150 shares of Class A Common Stock, representing, as of
November 2, 1995, approximately 2.2% of the outstanding shares of Class A Common
Stock.
During the past 60 days, the Foundation gifted shares of Class A
Common Stock to certain organizations in the following amounts:
<TABLE>
<CAPTION>
Month Shares
----- ------
<S> <C>
October 19, 1995 900
October 23, 1995 450
</TABLE>
Each of the foregoing gifts by the Foundation was in an amount of shares
constituting less than one percent of the outstanding shares of Class A Common
Stock.
The Foundation has ceased to be the beneficial owner of more than five
percent of Class A Common Stock.
Page 6 of 11 Pages
<PAGE> 7
CUSIP No. 12686C-10-9 13D
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
Article TENTH of the Certificate of Incorporation of the Foundation
requires that, in any taxable year in which the Foundation is a private
foundation as described in Section 509(a) of the Code, the Foundation shall
distribute its income for said period at such time and manner as not to subject
it to tax under Section 4942 of the Code; and the Foundation shall not (i)
engage in any act of self-dealing as defined in Section 49419(d) of the Code;
(ii) retain any excess business holdings as defined in Section 4943(c) of the
Code; (iii) make any investments in such manner as to subject the Foundation to
tax under Section 4944 of the Code; or (iv) make any taxable expenditures as
defined in Section 4945(d) of the Code.
Additionally, under Article III, Section 1 of the Foundation's
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 IV, Section 2 of
the Foundation's By-Laws, the Members elect the Directors of the Foundation,
giving the Members ultimate control over the Foundation and its assets.
A copy of the Certificate of Incorporation and By-Laws of the
Corporation are attached to the Foundation's original Schedule 13D filed on
March 16, 1988, as Exhibits 2 and 3 thereto, respectively, and are incorporated
by reference herein.
Mr. Dolan, a Member, controls or shares control of the vote of an
additional 13,500 shares of Class A Common Stock and 2,346,281 shares of Class
B Common Stock, par value $.01 per share, of the Company (the "Class B Common
Stock", and together with the Class A Common Stock, the "Common Stock"), which
is convertible into Class A Common Stock on a share-for-share basis. Mrs.
Dolan, the other Member, shares control of the vote of an additional 5,000
shares of Class A Common Stock and, as co-trustee of the Charles F. Dolan 1994
Grantor Retained Annuity Trust, a trust established by Mr. Dolan for estate
planning purposes on December 31, 1994, of an additional 4,000,000 shares of
Class B Common Stock.
In addition, pursuant to the terms of the Charles F. Dolan Charitable
Remainder Trust, a trust established by
Page 7 of 11 Pages
<PAGE> 8
CUSIP No. 12686C-10-9 13D
Mr. Dolan also for estate planning purposes on December 30, 1994, upon the
death of the survivor of Mr. and Mrs. Dolan, the Foundation could receive
distributions of shares of Common Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Trust Agreement, dated December 26, 1986, among Charles F.
Dolan, Settlor, and Charles F. Dolan and Helen A. Dolan,
Trustees. (This Exhibit can be found as Exhibit 1 to the
Foundation's original Schedule 13D, dated March 16, 1988,
and is incorporated herein by reference.)
Exhibit 2 - Certificate of Incorporation of the Dolan Family
Foundation, as filed on January 16, 1987. (This Exhibit can
be found as Exhibit 2 to the Foundation's original Schedule
13D, dated March 16, 1988, and is incorporated herein by
reference.)
Exhibit 3 - By-Laws of the Dolan Family Foundation. (This Exhibit can be
found as Exhibit 3 to the Foundation's original Schedule
13D, dated March 16, 1988, and is incorporated herein by
reference.)
Page 8 of 11 Pages
<PAGE> 9
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/ William A. Frewin, Jr.
-----------------------------------
Name/Title: William A. Frewin, Jr.
Vice President
Page 9 of 11 Pages
<PAGE> 10
SCHEDULE A
MEMBERS AND DIRECTORS OF
THE DOLAN FAMILY FOUNDATION (CORPORATION)
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
EMPLOYMENT AND NAME,
RESIDENCE BUSINESS AND ADDRESS
MEMBER OR BUSINESS WHERE EMPLOYMENT
NAME ADDRESS CONDUCTED
--------------------- ---------------------------- -----------------------------------------
<S> <C> <C>
Charles F. Dolan One Media Crossways, Chairman and a Director of Cablevision
Woodbury, New York 11797 Systems Corporation, One Media Crossways,
Woodbury, New York 11797, which owns and
operates cable television systems and
produces and distributes cable
programming through a subsidiary
("Cablevision").
Helen A. Dolan 119 Cove Neck Road Not Employed.
Oyster Bay, New York 11771
</TABLE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
EMPLOYMENT AND NAME,
RESIDENCE BUSINESS AND ADDRESS
DIRECTOR OR BUSINESS WHERE EMPLOYMENT
NAME ADDRESS CONDUCTED
--------------------- ---------------------------- -----------------------------------------
<S> <C> <C>
Marianne Dolan Weber One Media Crossways, President, The Foundation, One Media
Director/Executive Woodbury, New York 11797 Crossways, Woodbury, New York 11797
Director
</TABLE>
Page 10 of 11 Pages
<PAGE> 11
SCHEDULE A
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
EMPLOYMENT AND NAME,
RESIDENCE BUSINESS AND ADDRESS
DIRECTOR OR BUSINESS WHERE EMPLOYMENT
NAME ADDRESS CONDUCTED
--------------------- ---------------------------- -----------------------------------------
<S> <C> <C>
Deborah Dolan-Sweeney 59 Harbor Road, President, Sagamore Farms, Inc., which
Director Oyster Bay, New York 11771 raises and exhibits jumping horses,
located at 50 Sandy Hill Road, Oyster
Bay, New York 11771
Kathleen Dolan 2 Bartlett Avenue, Student; freelance teacher, 2 Bartlett
Director Belmont, Avenue, Belmont, Massachusetts 02178
Massachusetts, 02178
James Dolan One Media Crossways Chief Executive Officer and a Director,
Director Woodbury, New York 11797 Cablevision
Thomas Dolan One Media Crossways Vice President and Chief Information
Director Woodbury, New York 11797 Officer, Cablevision
Patrick Dolan One Media Crossways News Director, News 12, One Media
Director Woodbury, New York 11797 Crossways, Woodbury, New York 11797, and
a Director, Cablevision
</TABLE>
Page 11 of 11 Pages
