<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):
March 25, 1996
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 "Company") files herewith the pro
forma financial information that would be required pursuant to Article 11 of
Regulation S-X for the year ended December 31, 1995.
CONDENSED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following condensed pro forma consolidated balance sheet as of December
31, 1995 presents the Company's financial position as adjusted to give effect to
(i) the transactions involving V Cable, Inc. (the "V Cable Transactions")
described in the Company's Form 10-K for the year ended December 31, 1995 (the
"Form 10-K") and the offering (the "Series L Preferred Stock Offering") by the
Company of 65,000 shares of the Company's 11 1/8% Series L Redeemable
Exchangeable Preferred Stock (the "Series L Preferred Stock") and the
application of the net proceeds therefrom, in each case, as if they had occurred
as of that date and (ii) the cancellation of treasury shares held by the Company
and its subsidiaries. The following condensed pro forma consolidated statement
of operations for the year ended December 31, 1995 presents the Company's
consolidated results of operations as adjusted to give effect to (i) the
acquisition of Cablevision of Boston Limited Partnership ("Cablevision of
Boston") on December 15, 1995, (ii) the redemption by the Company of the
Company's Series E Preferred Stock on November 2, 1995 and the issuances in
September 1995 of the Company's 11 3/4% Series G Redeemable Exchangeable
Preferred Stock and in November 1995 of the Company's 9 1/4% Senior Subordinated
Notes due 2005 and the Company's 8 1/2% Series I Cumulative Convertible
Exchangeable Preferred Stock ("Series I Preferred Stock") and the application of
the net proceeds to the Company from such offerings to repay bank indebtedness
(the "1995 Refinancings") and (iii) the V Cable Transactions and the Series L
Preferred Stock Offering and the application of the net proceeds therefrom, in
each case, as if they had occurred as of the beginning of the period presented.
The condensed pro forma consolidated financial statements should be read in
conjunction with the notes thereto and the historical consolidated financial
statements included in the Form 10-K. 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.
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS*
----------------------
V CABLE CANCELLATION
TRANSACTIONS AND OF TREASURY
HISTORICAL SERIES L OFFERING SHARES PRO FORMA
---------- ----------------- ------------ ---------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents.................................. $15,332 $ 36(1) $ 15,368
Accounts receivable, trade................................. 100,506 1,004(1) 101,510
Notes and other receivables................................ 16,762 348(1) 17,110
Prepaid expenses and other current assets.................. 19,353 404(1) 19,757
Property, plant and equipment, net......................... 1,026,355 101,439(1) 1,127,794
Investments in and advances to affiliates.................. 148,254 75(1) 148,329
Feature film inventory..................................... 143,916 143,916
Intangible assets, net..................................... 956,058 138,313(3) 1,094,371
Deferred financing, interest expense and other costs, net.. 75,769 (28,798)(2) 46,971
----------- --------- -----------
$ 2,502,305 $ 212,821 $ 2,715,126
=========== ========= ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Accounts payable........................................... $ 156,470 $11,386(1) $ 167,856
Accrued expenses........................................... 228,010 12,233(1) 240,243
Accounts payable to affiliates............................. 12,708 12,708
Feature film rights payable................................ 128,000 128,000
Bank debt.................................................. 992,469 491,803(2) 1,484,272
Senior debt................................................ 898,803 (898,803)(2) --
Senior debentures.......................................... 923,608 923,608
Subordinated notes payable................................. 141,268 141,268
Obligation to related party................................ 192,945 192,945
Capital lease obligations and other debt................... 8,014 214,000(1) 8,014
(214,000)(2)
----------- --------- -----------
3,682,295 (383,381) 3,298,914
----------- --------- -----------
Deficit investment in affiliates........................... 453,935 453,935
----------- --------- -----------
Series G Redeemable Exchangeable Preferred Stock........... 257,751 257,751
----------- --------- -----------
Series L Redeemable Exchangeable Preferred Stock........... 650,000(2) 650,000
----------- --------- -----------
Stockholders' deficiency:
Preferred stock........................................... 15 15
Common stock.............................................. 258 (11)(4) 247
Paid-in capital........................................... 247,671 (25,000)(2) (60,381)(4) 162,290
Accumulated deficit....................................... (2,079,228) (28,798)(2) (2,108,026)
----------- --------- ------- -----------
(1,831,284) (53,798) (60,392) (1,945,474)
Less, treasury stock, at cost (1,091,553 shares)........... (60,392) 60,392(4) --
----------- --------- ------- -----------
(1,891,676) (53,798) -- (1,945,474)
----------- --------- ------- -----------
$ 2,502,305 $ 212,821 -- $ 2,715,126
=========== ========= ======= ===========
</TABLE>
______________________
* See Note A of Notes to Condensed Pro Forma Consolidated Financial Statements.
2
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CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS*
----------------------
V CABLE
CABLEVISION OF 1995 TRANSACTIONS AND
HISTORICAL BOSTON REFINANCING SERIES L OFFERING PRO FORMA
---------- -------------- ----------- ----------------- ---------
<S> <C> <C> <C> <C> <C>
Net Revenues......................... $1,078,060 $59,818(5) $76,568(11) $1,214,446
---------- ---------- ---------- ----------
Operating expenses:
Technical........................... 412,479 27,315(5) 34,895(11) 474,689
Selling, general and
administrative............... 266,209 18,759(5) 19,875(11) 302,743
(2,100)(6)
Depreciation and amortization....... 319,929 8,189(5) 36,329(11) 375,777
10,730(6) 600(14)
---------- ------- ------- ----------
998,617 62,893 91,699 1,153,209
---------- ------- ------- ----------
Operating profit (loss)............. 79,443 (3,075) (15,131) 61,237
Other income (expense)
Interest expense.................... (313,850) (9,863)(5) (2,399)(8) (26,157)(11) (230,736)
3,104(7) 40,771(9) 84,463(12)
(6,805)(10)
Interest income..................... 1,963 211(5) 70(11) 2,244
Share of affiliates' net loss....... (93,024) 2,840(11) (90,184)
Write off of deferred financing
costs........................ (5,517) (5,517)
Gain on sale of programming and
affiliate interests.............. 35,989 35,989
Provision for preferential payment
to related party............. (5,600) (5,600)
Minority interest................... (8,637) (8,637)
Miscellaneous, net.................. (8,225) (231)(5) (241)(11) (8,697)
---------- ------- ------- ------- ----------
Net loss............................. (317,458) (9,854) 31,567 45,844 (249,901)
Preferred stock dividend
requirement..................... (20,249) (47,869)(9) (75,386)(13) (136,291)
7,213(10)
---------- ------- ------- ------- ----------
Net loss applicable to common
shareholders........................ (337,707) $(9,854) $(9,089) $(29,542) $(386,192)
========== ======= ======= ======== ==========
Net loss per common share............ $(14.17) $(15.77)
========== ==========
Average number of common shares
outstanding (in thousands).......... 23,826 656(5) 24,482
========== ======= ==========
- ----------------------
</TABLE>
* See Note B of Notes to Condensed Pro Forma Consolidated Financial Statements.
3
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CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
NOTE A --NOTES TO CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF DECEMBER
31, 1995
V CABLE TRANSACTIONS AND THE SERIES L PREFERRED STOCK OFFERING
(1) As a result of the proposed acquisition of the 80% of partnership interests
in U.S. Cable not already owned by V Cable, Inc. ("V Cable"), the assets and
liabilities of U.S. Cable Television Group, L.P. ("U.S. Cable") 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) In connection with the V Cable Transactions, the Company will repay existing
V Cable senior debt to GECC totalling $898,803,000, existing U.S. Cable debt
totalling $214,000,000 and redeem outstanding U.S. Cable preferred stock
amounting to $4,000,000. Funds will be provided from a new V Cable credit
facility amounting to $438,803,000, borrowings of $53,000,000 under the
Credit Agreement and from the net proceeds of $625,000,000 (net of
$25,000,000 of expenses) from the issuance of the Company's Series L
Preferred Stock. Deferred interest expense and financing costs of
$28,798,000 will be written off in connection with the V Cable Transactions.
(3) Represents the excess ($138,313,000) of the purchase price of U.S. Cable
over the value of the net liabilities acquired.
CANCELLATION OF TREASURY SHARES
(4) The Company will cancel 1,091,553 shares of Class A Common Stock held as
treasury shares.
NOTE B--NOTES TO CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR
THE YEAR ENDED DECEMBER
31, 1995
CABLEVISION OF BOSTON ACQUISITION
(5) As a result of the acquisition of Cablevision of Boston on December 15, 1995
(and related issuance of approximately 688,000 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 (5) reflect the consolidation of such
amounts for the period January 1, 1995 through December 14, 1995.
(6) Represents the amortization, based on an average 10-year life, of the excess
cost over fair value of assets acquired of $10,976,000 for the period,
offset by the elimination of pre-acquisition amortization of intangibles of
$246,000 and the elimination from selling, general and administrative
expenses of management fees payable of $2,100,000 resulting from the
Cablevision at Boston Acquisition.
(7) Represents interest expense of $6,425,000 attributable to $76,583,000 of
bank debt (8.8% interest rate) reduced by pre-acquisition interest expense
of $9,529,000 incurred by Cablevision of Boston on its bank debt and debt
owed to Charles F. Dolan and the Company.
4
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1995 REFINANCINGS
(8) Represents additional interest expense and amortization of deferred
financing costs in connection with the issuance of the Company's 9 1/4%
Senior Subordinated Notes due 2005 offset by a reduction of interest expense
resulting from the repayment of bank debt bearing interest at 8.8%.
(9) Represents a reduction in interest expense resulting from the repayment of
bank debt at a rate of 8.8% with the proceeds of the Company's 11 3/4%
Series G Redeemable Exchangeable Preferred Stock (the "Series G Preferred
Stock") and the Series I Preferred Stock and reflects the dividends payable
on the Series G Preferred Stock and the Series I Preferred Stock.
(10) Represents an increase in interest expense related to additional bank
borrowings at 8.8% used to redeem the Series E Preferred Stock and the
elimination of dividends payable on the Series E Preferred Stock.
V CABLE TRANSACTIONS AND THE SERIES L PREFERRED STOCK OFFERING
(11) As a result of the proposed acquisition of the 80% of partnership interests
in U.S. Cable not already owned by V Cable, 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 (11) reflect the
consolidation of such amounts for the year ended December 31, 1995 and the
elimination of the Company's share of losses in U.S. Cable previously
recorded on the equity basis.
(12) Represents the reduction in interest expense resulting from (i) the
repayment of $898,803,000 of V Cable debt and $214,000,000 of U.S. Cable
debt and (ii) the elimination of amortization of deferred interest and
financing costs related to the repayment of debt, offset by the increase in
interest expense and amortization of deferred financing costs related to
additional bank borrowings of $491,803,000.
(13) Represents the dividends payable on the Series L Preferred Stock.
(14) Represents the amortization, based on an average 10-year life, of the
excess cost over fair value of assets acquired of $138,313,000 offset by
the elimination of pre-acquisition amortization of intangibles.
5
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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/ Barry J. O'Leary
------------------------------
Barry J. O'Leary
Senior Vice President, Finance
and Treasurer
Dated: March 25, 1996
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