<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1995
REGISTRATION NO. 33-62717
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CABLEVISION SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 4841 11-2776686
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
(516) 364-8450
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ROBERT S. LEMLE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
(516) 364-8450
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO:
<TABLE>
<S> <C>
JOHN P. MEAD RICHARD D. BOHM
SULLIVAN & CROMWELL DEBEVOISE & PLIMPTON
125 BROAD STREET 875 THIRD AVENUE
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10022
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement and upon
consummation of the Merger described herein.
If the Securities registered on this Form are to be offered in connection
with the formation of a
holding company and there is compliance with General Instruction G, check the
following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
________________________________________________________________________________
<PAGE>
CROSS-REFERENCE SHEET
LOCATION IN CONSENT SOLICITATION
STATEMENT/PROSPECTUS OF INFORMATION
REQUIRED BY PART I OF FORM S-4
<TABLE>
<CAPTION>
ITEM NO. CAPTION LOCATION IN PROSPECTUS
- -------- ------------------------------------------------ ----------------------------------------------------
<S> <C> <C>
Item 1 Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus........ Facing Page of Registration Statement;
Cross-Reference Sheet; Outside Front and Inside
Front Cover Pages of Consent Solicitation
Statement/Prospectus
Item 2 Inside Front and Outside Back Cover Pages of
Prospectus.................................... Inside Front Cover Pages of Consent Solicitation
Statement/Prospectus; Table of Contents
Item 3 Risk Factors, Ratio of Earnings to Fixed
Charges, and Other Information................ Summary; Risk Factors; Certain Comparative Data
Item 4 Terms of the Transaction........................ Summary; Risk Factors; The Transactions; Description
of the Incorporation; Description of the Merger;
Certain Federal Income Tax Consequences; Certain
Massachusetts Income Tax Consequences; Limited
Market for Units; Distributions; Price Range of
Cablevision Class A Common Stock and Dividend
Policy; Consent Solicitations; Comparison of
Cablevision Class A Common Stock with Units;
Description of Cablevision Class A Capital Stock
Item 5 Pro Forma Financial Information................. Summary; Cablevision Pro Forma Financial Information
Item 6 Material Contacts With the Company Being
Acquired...................................... Summary; Risk Factors; The Transactions
Item 7 Additional Information Required for Reoffering
by Persons and Parties Deemed to be
Underwriters.................................. Not Applicable
Item 8 Interests of Named Experts and Counsel.......... Not Applicable
Item 9 Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................... Not Applicable
Item 10 Information with Respect to S-3 Registrants..... Incorporation of Certain Documents by Reference;
Summary; Price Range of Cablevision Class A Common
Stock and Dividend Policy; Cablevision Systems
Corporation; Cablevision Pro Forma Financial
Information; Cable Regulation; Description of
Cablevision Capital Stock
Item 11 Incorporation of Certain Information by
Reference..................................... Incorporation of Certain Documents by Reference
Item 12 Information with Respect to S-2 or S-3
Registrants................................... Not Applicable
Item 13 Incorporation of Certain Information by
Reference..................................... Not Applicable
Item 14 Information with Respect to Registrants Other
than S-3 or S-2 Registrants................... Not Applicable
Item 15 Information With Respect to S-3 Companies....... Not Applicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM NO. CAPTION LOCATION IN PROSPECTUS
- -------- ------------------------------------------------ ----------------------------------------------------
<S> <C> <C>
Item 16 Information With Respect to S-2 or S-3
Companies..................................... Incorporation of Certain Documents by Reference;
Summary; The Transactions; Limited Market for
Units; Distributions; Cablevision of Boston; Cable
Regulation
Item 17 Information With Respect to Companies Other Than
S-2 or S-3 Companies.......................... Not Applicable
Item 18 Information if Proxies, Consents or
Authorizations Are to be Solicited............ Available Information; Incorporation of Certain
Documents by Reference; Summary; Risk Factors; The
Transactions; Description of the Incorporation;
Description of the Merger; Certain Federal Income
Tax Consequences; Certain Massachusetts Income Tax
Consequences; Limited Market for Units;
Distributions; Consent Solicitations; Fees and
Expenses
Item 19 Information if Proxies, Consents or
Authorizations are Not to be Solicited, or in
an Exchange Offer............................. Not Applicable
</TABLE>
<PAGE>
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a 'derivative action'),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
rights to which those seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
Article Ninth of the Corporation's Certificate of Incorporation provides:
The corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, or by any successor thereto, indemnify any and
all persons whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other matters
referred to in or covered by said section. Such right to indemnification
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person. The indemnification provided for
herein shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any By-Law, agreement, vote
of stockholders or disinterested directors or otherwise.
Article VIII of the By-Laws of the Corporation provides:
A. The corporation shall indemnify each person who was or is made a
party or is threatened to be made a party to or is involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a 'proceeding'), by
reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or
alleged action in any other capacity while serving as a director, officer,
employee or agent, to the maximum extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than said
law permitted the corporation to provide prior to such amendment), against
all expense, liability and loss (including attorney's fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred by such person in connection with such
proceeding. Such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators. The right to
indemnification conferred in this Article shall be a contract right and
shall include the right to be paid by the corporation the expenses incurred
in defending any such proceeding in advance of its final disposition;
provided that, if the Delaware General Corporation Law so requires, the
payment of such expenses incurred by a director or officer in advance of
the final disposition of a proceeding shall be made only upon receipt by
the corporation of an undertaking by or on behalf of such person to repay
all amounts so advanced if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized
in this Article or otherwise.
II-1
<PAGE>
B. The right to indemnification and advancement of expenses conferred
on any person by this Article shall not limit the corporation from
providing any other indemnification permitted by law nor shall it be deemed
exclusive of any other right which any such person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or
otherwise.
C. The corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the corporation or another corporation, partnership, joint venture, or
other enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
The Corporation has entered into indemnification agreements with certain of
its officers and directors indemnifying such officers and directors from and
against certain expenses, liabilities or other matters referred to in or covered
by Section 145 of the Delaware General Corporation Law. The Corporation has also
entered into an agreement with Charles F. Dolan ('Mr. Dolan'), the Chairman of
the Corporation, pursuant to which Mr. Dolan has agreed to guarantee the
Corporation's obligation to indemnify its officers and directors to the fullest
extent permitted by Delaware law. In addition, subject to certain limitations,
Mr. Dolan has agreed to indemnify such officers and directors against any loss
or expense such person may incur in connection with any transaction involving
Mr. Dolan or entities affiliated with Mr. Dolan to the extent indemnification is
not provided by the Corporation. Any payment required to be made by Mr. Dolan
pursuant to such agreement will be reduced by any proceeds of insurance or
reimbursement under any other form of indemnification reimbursement available to
such officer or director. The Corporation maintains directors' and officers'
liability insurance.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The second paragraph of Article Ninth of the Corporation's Certificate
of Incorporation provides for such limitation of liability.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<S> <C>
2.1 Acquisition Agreement and Plan of Merger and Reorganization, dated as of June 14, 1994, among
Cablevision of Boston Limited Partnership, Cablevision of Boston, Inc., Charles F. Dolan, Cablevision
Systems Boston Corporation, Cablevision Systems Corporation, COB, Inc., Cablevision Systems Services
Corporation and Cablevision Finance Limited Partnership (incorporated herein by reference to Exhibit
10.59 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).
2.2 Amendment, dated as of June 14, 1995, to Acquisition Agreement and Plan of Merger and Reorganization,
dated as of June 14, 1994, among Cablevision of Boston Limited Partnership, Cablevision of Boston,
Inc., Charles F. Dolan, Cablevision Systems Boston Corporation, Cablevision Systems Corporation, COB,
Inc., Cablevision Systems Services Corporation and Cablevision Finance Limited Partnership.*
2.3 Amendment No. 2, dated as of September 14, 1995, to Acquisition Agreement and Plan of Merger and
Reorganization, dated as of June 14, 1994, among Cablevision of Boston Limited Partnership,
Cablevision of Boston, Inc., Charles F. Dolan, Cablevision Systems Boston Corporation, Cablevision
Systems Corporation, COB, Inc., Cablevision Systems Services Corporation and Cablevision Finance
Limited Partnership.*
</TABLE>
(table continued on next page)
II-2
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<S> <C>
3.1 Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-1 dated January 17, 1986, File No. 33-1936 (the
'S-1')).
3.1A Amendment to Certificate of Incorporation and complete copy of amended and restated Certificate of
Incorporation (incorporated herein by reference to Exhibits 3.1A(i) and 3.1A(ii) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989 (the '1989 10-K')).
3.1B Certificate of Designations for the Series E Redeemable Exchangeable Convertible Preferred Stock
(incorporated herein by reference to Exhibit 3.1B to the Company's Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1994 (the '1994 10-K/A')).
3.1C Certificate of Designations for the Series F Convertible Preferred Stock (incorporated by reference
to Exhibit 3.1C to the 1994 10-K/A).
3.1D Certificate of Designations for the Series G Redeemable Exchangeable Preferred Stock.*
3.2 By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the S-1).
3.2A Amendment to By-laws of the Registrant and complete copy of amended and restated By-laws (incorporated
herein by reference to Exhibit 3.2 to the 1989 10-K).
3.2B Amendment to By-laws of the Registrant and complete copy of amended and restated By-laws (incorporated
herein by reference to Exhibit 3.2B to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992).
3.2C Amendment to By-laws of the Registrant and complete copy of amended and restated By-laws (incorporated
herein by reference to Exhibit 3.2C to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994).
3.2D Amendment to By-laws of the Registrant and complete copy of amended and restated By-laws.*
5 Opinion of Sullivan & Cromwell with respect to validity of Cablevision Class A Common Stock.*
8.1 Opinion of Debevoise & Plimpton re: certain tax matters.*
8.2 Opinion of Sullivan & Cromwell re: certain tax matters.*
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Sullivan & Cromwell (included in Exhibits 5 and 8.2).*
23.3 Consent of Debevoise & Plimpton (included in Exhibit 8.1).*
23.4 Consent of PaineWebber Incorporated.*
23.5 Consent of Deloitte & Touche LLP.*
24 Powers of Attorney.*
99.1 Form of Consent for Incorporation.*
99.2 Form of Consent for Merger.*
99.3 Opinion of PaineWebber Incorporated (included as Appendix A to the Consent Solicitation
Statement/Prospectus constituting Part I of this Registration Statement).*
</TABLE>
- ------------
* Previously filed.
(c) Report, Opinion or Appraisal
Opinion of PaineWebber Incorporated, included as Appendix A to the
Consent Solicitation Statement/Prospectus constituting Part I of this
Registration Statement.
ITEM 22. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 20 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
II-3
<PAGE>
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by any such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by control-ling
precedent, submit to a court of appropriate jurisdiction the question of whether
or not such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(b) The undersigned registrant hereby undertakes:
(1) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Item 4, 10(b), 11 or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of this Registration Statement through the date of
responding to the request.
(2) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in this Registration Statement
when it became effective.
(3) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(4) That prior to any public reoffering of the securities registered
hereunder through any use of the Prospectus which is a part of this
Registration Statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes that
such reoffering prospectus will contain the information called for by the
applicable registration form with respect to reofferings by persons who may
be deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(5) That every prospectus: (i) that is filed pursuant to paragraph (4)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as part of an amendment to
this Registration Statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Oyster Bay
and the State of New York, on the 18th day of October, 1995.
CABLEVISION SYSTEMS CORPORATION
/s/ James L. Dolan
By: .................................
NAME: JAMES L. DOLAN
TITLE: CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on the 18th day of October, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
/S/ JAMES L. DOLAN Chief Executive Officer and Director
.......................................... (Principal Executive Officer)
JAMES L. DOLAN
* Chairman of the Board of Directors
..........................................
CHARLES F. DOLAN
* Senior Vice President-Finance and Treasurer (Principal Financial
.......................................... Officer)
BARRY J. O'LEARY
* Vice President and Controller (Principal Accounting Officer)
..........................................
JERRY SHAW
* Vice Chairman and Director
..........................................
WILLIAM J. BELL
* Vice Chairman and Director
..........................................
MARC A. LUSTGARTEN
/S/ ROBERT S. LEMLE Executive Vice President, General Counsel, Secretary and Director
..........................................
ROBERT S. LEMLE
* Vice President and Director
..........................................
SHEILA A. MAHONY
Director and Chairman of the Executive Committee
..........................................
JOHN TATTA
* Director
..........................................
PATRICK F. DOLAN
Director
..........................................
FRANCIS F. RANDOLPH, JR.
* Director
..........................................
DANIEL T. SWEENEY
Director
..........................................
CHARLES D. FERRIS
* Director
..........................................
RICHARD H. HOCHMAN
Director
..........................................
VICTOR ORISTANO
* Director
..........................................
A. JERROLD PERENCHIO
/s/ Robert S. Lemle Attorney-in-Fact
*By: ....................................
ROBERT S. LEMLE
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
LOCATION OF EXHIBIT
EXHIBIT IN SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT NUMBERING SYSTEM
- ----------- ------------------------------------------------------------ -------------------
<S> <C> <C>
2.1 Acquisition Agreement and Plan of Merger and Reorganization,
dated as of June 14, 1994, among Cablevision of Boston
Limited Partnership, Cablevision of Boston, Inc., Charles F.
Dolan, Cablevision Systems Boston Corporation, Cablevision
Systems Corporation, COB, Inc., Cablevision Systems Services
Corporation and Cablevision Finance Limited Partnership
(incorporated herein by reference to Exhibit 10.59 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994).
2.2 Amendment, dated as of June 14, 1995, to Acquisition
Agreement and Plan of Merger and Reorganization, dated as of
June 14, 1994, among Cablevision of Boston Limited
Partnership, Cablevision of Boston, Inc., Charles F. Dolan,
Cablevision Systems Boston Corporation, Cablevision Systems
Corporation, COB, Inc., Cablevision Systems Services
Corporation and Cablevision Finance Limited Partnership.*
2.3 Amendment No. 2, dated as of September 14, 1995, to
Acquisition Agreement and Plan of Merger and Reorganization,
dated as of June 14, 1994, among Cablevision of Boston
Limited Partnership, Cablevision of Boston, Inc., Charles F.
Dolan, Cablevision Systems Boston Corporation, Cablevision
Systems Corporation, COB, Inc., Cablevision Systems Services
Corporation and Cablevision Finance Limited Partnership.*
3.1 Certificate of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 dated January 17, 1986,
File No. 33-1936 (the 'S-1')).
3.1A Amendment to Certificate of Incorporation and complete copy
of amended and restated Certificate of Incorporation
(incorporated herein by reference to Exhibits 3.1A(i) and
3.1A(ii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989 (the '1989 10-K')).
3.1B Certificate of Designations for the Series E Redeemable
Exchangeable Convertible Preferred Stock (incorporated
herein by reference to Exhibit 3.1B to the Company's Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994 (the '1994 10-K/A')).
3.1C Certificate of Designations for the Series F Convertible
Preferred Stock (incorporated by reference to Exhibit 3.1C
to the 1994 10-K/A).
3.1D Certificate of Designations for the Series G Redeemable Exchangeable
Preferred Stock.*
3.2 By-laws of the Registrant (incorporated herein by reference
to Exhibit 3.2 to the S-1).
3.2A Amendment to By-laws of the Registrant and complete copy of amended
and restated By-laws (incorporated herein by reference to
Exhibit 3.2 to the 1989 10-K).
3.2B Amendment to By-laws of the Registrant and complete copy of amended
and restated By-laws (incorporated herein by reference to
Exhibit 3.2B to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992).
3.2C Amendment to By-laws of the Registrant and complete copy of amended
and restated By-laws (incorporated herein by reference to
Exhibit 3.2C to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994).
3.2D Amendment to By-laws of the Registrant and complete copy of amended
and restated By-laws.*
5 Opinion of Sullivan & Cromwell with respect to validity of
Cablevision Class A Common Stock.*
8.1 Opinion of Debevoise & Plimpton re: certain tax matters.*
8.2 Opinion of Sullivan & Cromwell re: certain tax matters.*
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Sullivan & Cromwell (included in Exhibits 5 and
8.2).*
23.3 Consent of Debevoise & Plimpton (included in Exhibit 8.1).*
23.4 Consent of PaineWebber Incorporated.*
23.5 Consent of Deloitte & Touche LLP.*
24 Powers of Attorney.*
99.1 Form of Consent for Incorporation.*
99.2 Form of Consent for Merger.*
99.3 Opinion of PaineWebber Incorporated (included as Appendix A
to the Consent Solicitation Statement/Prospectus
constituting Part I of this Registration Statement).*
</TABLE>
- ------------
* Previously filed.
<PAGE>
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The General Partners
Cablevision of Boston Limited Partnership:
We consent to the incorporation by reference in the Consent
Solicitation Statement/Prospectus No. 33-62717 of Cablevision Systems
Corporation of our report dated March 10, 1995, except as to Note 11, which is
as of April 14, 1995, relating to the consolidated balance sheets of Cablevision
of Boston Limited Partnership and consolidated company as of December 31, 1994
and 1993, and the related consolidated statements of operations, partners'
deficiency and cash flows for each of the years in the three-year period ended
December 31, 1994 included herein and to the references to our firm under the
headings 'Selected Financial and Operating Information -- Related Partnerships'
and 'Experts' in the prospectus.
KPMG Peat Marwick LLP
Jericho, New York
October 18, 1995
<PAGE>
ACCOUNTANTS' CONSENT
The Board of Directors
A-R Cable Services, Inc.:
We consent to the incorporation by reference in the Consent Solicitation
Statement/Prospectus of Cablevision Systems Corporation of our report
dated March 10, 1995, relating to the consolidated balance sheets of A-R Cable
Services, Inc. and subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of operations, stockholders' deficiency and
cash flows for each of the years in the three-year period ended December 31,
1994, which report appears as an exhibit in the December 31, 1994 annual report
on Form 10-K of Cablevision Systems Corporation, and to the reference to our
firm under the heading 'Experts' in the prospectus.
KPMG Peat Marwick LLP
Jericho, New York
October 18, 1995
