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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
September 10, 1996
(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 [ ].
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).
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CUSIP No. 12686C-10-9 13D
(1) Names of Reporting Persons
S.S. or I.R.S. Identifica-
tion Nos. of Above Persons Thomas Charles Dolan
SS: ###-##-####
- ----------------------------------------------------------------------
(2) Check the Appropriate Box (a)
-----------------------
if a Member of a Group (b)
-----------------------
- ----------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds 00*
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(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 1,250**
Beneficially Owned ------------------------------------------------
by Each Reporting (8) Shared Voting Power 663,686
Person With ------------------------------------------------
(9) Sole Dispositive Power 1,250**
------------------------------------------------
(10) Shared Dispositive Power 663,686
- ----------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 664,936**
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(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
- ----------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 4.7%
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(14) Type of Reporting Person IN
- --------
* See Exhibit A.
** Includes 250 options to purchase Class A Common Stock which are
exercisable within 60 days.
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CUSIP No. 12686C-10-9 13D
CONTINUATION PAGES OF AMENDMENT NO. 1 TO SCHEDULE 13D
FILED BY
THOMAS CHARLES DOLAN, INDIVIDUALLY AND AS TRUSTEE
This Amendment No. 1 to the Schedule 13D, dated November 15, 1994
(the "Schedule 13D"), previously filed by Thomas Charles 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
"Issuer"), resulting from the distribution of certain shares of Class A Common
Stock, par value $.01 per share, of the Issuer (the "Class A Common Stock") from
a trust of which Mr. Dolan is currently a co-trustee.
In addition, in accordance with Rule 101(a)(2)(ii) of Securities
and Exchange Commission Regulation S-T, this Amendment No. 1 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 of the Issuer. The address of the
principal executive offices of the Issuer is One Media Crossways, Woodbury, New
York 11797.
Item 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is Thomas
Charles Dolan, who is filing individually and as Trustee for the Trusts listed
on Exhibit A.
(b) The residence of Mr. Dolan is 119 Cove Neck Road, Oyster Bay,
New York 11771.
(c) The present principal occupation of Mr. Dolan is as Senior
Vice President of Cablevision Systems Corporation. The address is One Media
Crossways, Woodbury, New York 11797.
(d) Mr. Dolan has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(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
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CUSIP No. 12686C-10-9 13D
state securities laws or finding any violation with respect to such laws.
(f) Mr. Dolan is a U.S. citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares held by Mr. Dolan were originally acquired by him
through gifts, grants under a compensation plan of the Issuer and by his
appointment as a co-trustee of family trusts. See Exhibit A.
Item 4. PURPOSE OF TRANSACTION.
The securities in the Trusts described in Exhibit A are held for
investment purposes. See Exhibit A. Mr. Dolan has no plans or proposals which
relate or would result in:
(a) the acquisition by any person of additional securities of the
Issuer or the disposition of additional securities of the Issuer;
(b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation of the Issuer, involving the Issuer or any of its
subsidiaries;
(c) the sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer;
(e) any material change in the Issuer's present capitalization or
dividend policy;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) causing a class of securities of the Issuer 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;
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CUSIP No. 12686C-10-9 13D
(i) a class of securities of the Issuer 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. See
Exhibit A.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After the distribution described in (c) below, Mr. Dolan may
be deemed to beneficially own an aggregate of 664,936 shares of Class A Common
Stock as a result of his beneficial ownership of (i) 663,686 shares of Class B
Common Stock, par value $.01 per share, of the Issuer (the "Class B Common
Stock") which are convertible at the option of the holder share for share into
Class A Common Stock; (ii) options to purchase 250 shares of Class A Common
Stock and (iii) 1,000 shares of Class A Common Stock. This aggregate amount
represents approximately 4.7% of the outstanding shares of Class A Common Stock.
(b) After the distribution described in (c) below, Mr. Dolan has
the (i) sole power to vote or to direct the vote of 250 shares of Class A Common
Stock which may be acquired upon the exercise of options and 1,000 shares of
Class A Common Stock; (ii) shared power to vote or direct the vote of 663,686
shares of Class B Common Stock convertible into Class A Common Stock; (iii) sole
power to dispose or to direct the disposition of 250 shares of Class A Common
Stock which may be acquired upon the exercise of options and 1,000 shares of
Class A Common Stock; and (iv) shared power to dispose or to direct the
disposition of 663,686 shares of Class B Common Stock convertible into Class A
Common Stock. See Exhibit A.
(c) On September 10, 1996, the Dolan Grandchildren Trust of which
Mr. Dolan is a co-trustee converted 206,000 shares of Class B Common Stock into
Class A Common Stock and distributed such shares to certain Dolan family members
and to other trusts for the benefit of Dolan family members. In addition, Mr.
Dolan currently holds options to purchase 250 shares of Class A Common Stock
which are exercisable within 60 days.
(d) See Exhibit A.
(e) Not applicable.
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CUSIP No. 12686C-10-9 13D
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
See Exhibit A
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Power of Attorney, dated as of February 13, 1995, confirming the
authority of William A. Frewin, Jr. to sign on behalf of Thomas
Charles Dolan.
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: October 29, 1996
Signature: /s/ Thomas Charles Dolan
By William A. Frewin, Jr.
---------------------------
Name/Title: Thomas Charles Dolan,
individually and as a Trustee
of each of the following Trusts:
Dolan Grandchildren Trust
Dolan Spouse Trust
DC Thomas Trust
By William A. Frewin, Jr.,
attorney-in-fact
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CUSIP No. 12686C-10-9 13D
Exhibit A
Thomas Charles Dolan is currently one of the trustees (a
"Trustee") of each of the trusts listed in the table below (the "Trusts"), which
as of September 10, 1996 (after giving effect to the transaction reported in the
foregoing Schedule 13D) own in the aggregate 663,686 shares of Class B Common
Stock, par value $.01 (the "Class B Common Stock"), of Cablevision Systems
Corporation, a Delaware Corporation (the "Issuer"). Class B Common Stock is
convertible at the option of the holder share for share into Class A Common
Stock, par value $.01 per share (the "Class A Common Stock") of the Issuer. Mr.
Dolan has an economic interest in such shares, and, as a Trustee of the Trusts,
has the shared power to vote and dispose of such shares. Under certain rules of
the Securities and Exchange Commission, so long as Mr. Dolan retains such
powers, he is deemed to have beneficial ownership thereof for purposes of
Schedule 13D reporting. In addition, Mr. Dolan individually owns 1,000 shares of
Class A Common Stock and options to purchase 250 shares of Class A Common Stock
which are exercisable within 60 days.
The following table lists each Trust's name and the name of its
beneficiary or description of its beneficiary class.
Name of Trust Beneficiary
- ------------- -----------
DC Thomas Trust Thomas Charles Dolan
Dolan Grandchildren Trust All children and grandchildren
of Charles F. Dolan living at any time and from
time to time.
Dolan Spouse Trust All descendants of Charles F. Dolan living at any
time and from time to time and their spouses.
Pursuant to the provisions of the agreements governing the
Trusts, the economic interest in the shares of the Issuer owned by each Trust is
held by such Trust's beneficiary or, if more than one, such Trust's beneficiary
class. For each of the Dolan Grandchildren Trust and the Dolan Spouse Trust,
distributions of income and principal can be made in the discretion of the
non-beneficiary
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CUSIP No. 12686C-10-9 13D
Trustee, Paul Joseph Dolan, to any one or more of the members of the Trust's
beneficiary class.
The Trusts
The DC Thomas Trust
For the DC Thomas Trust, distributions of income and principal
can be made in the discretion of the non-beneficiary Trustee, Matthew John
Dolan, to the person for whom the Trust is named, Thomas Charles Dolan (the
"Current Beneficiary"). The Current Beneficiary has the power during his life to
appoint all or part of the relevant DC Thomas Trust to or for the benefit of one
or more of his descendants. Upon the death of the Current Beneficiary, the DC
Thomas Trust, if not previously terminated, will pass as appointed by the
Current Beneficiary to or for the benefit of one or more of his descendants. Any
unappointed portion of such Trust will pass, in further trust, per stirpes to
the Current Beneficiary's then-living descendants, or if none, per stirpes to
the then-living descendants of Charles F. Dolan, or if none, among the
heirs-at-law of Charles F. Dolan. There are two Trustees of the DC Thomas Trust,
Thomas Charles Dolan and Matthew John Dolan.
The Dolan Grandchildren Trust
The Dolan Grandchildren Trust's current beneficiary class
consists of the six children and three grandchildren of Charles F. Dolan. The
Dolan Grandchildren Trust terminates upon the death of the survivor of the
beneficiaries or upon the expiration of the applicable perpetuities period, if
not previously terminated. Upon such termination, the Dolan Grandchildren Trust
will pass as appointed by the unanimous appointment of Charles F. Dolan's
children or by the survivor of them, otherwise by the unanimous appointment of
Charles F. Dolan's grandchildren or by the survivor of them, to one or more
persons or charitable organizations. Any unappointed portion of the Dolan
Grandchildren Trust will pass, in further trust, per stirpes to the then-living
descendants of Charles F. Dolan, or if none, among the heirs-at-law of Charles
F. Dolan. Other than Thomas Charles Dolan, there are two other Trustees of the
Dolan Grandchildren Trust, Marianne Dolan Weber and Paul Joseph Dolan.
The Dolan Spouse Trust
The Dolan Spouse Trust's current beneficiary class consists of
the six children and three grandchildren of Charles F. Dolan and the spouses of
three of these children.
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CUSIP No. 12686C-10-9 13D
The Dolan Spouse Trust terminates upon the death of the survivor of Charles F.
Dolan's children and their spouses, if not previously terminated. Upon such
termination, the Dolan Spouse Trust will pass as appointed by the unanimous
appointment of Charles F. Dolan's children or by the survivor of them to or for
the benefit of any one or more persons or charitable organizations. Any
unappointed portion of the Dolan Spouse Trust will pass, in further trust, per
stirpes to the then-living descendants of the children of Charles F. Dolan or,
if none, among the heirs- at-law of Charles F. Dolan. Other than Thomas Charles
Dolan, there are two other Trustees of the Dolan Spouse Trust, Marianne Dolan
Weber and Paul Joseph Dolan.
Beneficial Ownership of Beneficiaries and Trusts
Beneficiaries of any Trust can be said to have only a contingent
economic interest in the securities of the Issuer held by such Trust because (a)
the non-beneficiary Trustee has the sole discretion to distribute or accumulate
the income from each Trust and the sole discretion to distribute the principal
of each Trust to the beneficiary of such Trust or, if more than one, to any one
or more of the members of such Trust's beneficiary class, and (b) the
beneficiary class for each of the Dolan Grandchildren Trust and the Dolan Spouse
Trust has not yet closed.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 POWER OF ATTORNEY
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Exhibit 1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints William A. Frewin, Jr., the undersigned's true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director, beneficial
owner and/or trustee of stock of Cablevision Systems
Corporation (the "Company") (i) Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act
of 1934 (the "Exchange Act") and the rules thereunder and (ii)
all forms and schedules in accordance with Section 13(d) of
the Exchange Act and the rules thereunder (together, the
"Forms and Schedules");
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Forms and Schedules and timely file such
Forms and Schedules with the United States Securities and
Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of
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attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorney-in-fact, in serving in such capacity at the request
of the undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Section 13 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file the Forms and Schedules with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the 13th day of February, 1995.
/s/ Thomas Charles Dolan
------------------------
Thomas Charles Dolan
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized
and designated William A. Frewin, Jr. to execute and file on the undersigned's
behalf all the Forms and Schedules (including any amendments thereto) that the
undersigned may be required to file with the United States Securities and
Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of Cablevision Systems Corporation. The authority of
William A. Frewin, Jr. under this Statement shall continue until the undersigned
is no longer required to file the Forms and Schedules with regard to the
undersigned's ownership of or transactions in securities of Cablevision Systems
Corporation, unless earlier revoked in writing. The undersigned acknowledges
that William A. Frewin, Jr. is not assuming, nor is Cablevision Systems
Corporation assuming, any of the undersigned's responsibilities to comply with
Section 16 or Section 13 of the Securities Exchange Act of 1934.
/s/ Thomas Charles Dolan
------------------------
Thomas Charles Dolan
Dated as of February 13, 1995
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