<PAGE> 1
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).
Page 1 of 11
<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 Marianne Dolan Weber
SS: ###-##-####
- ----------------------------------------------------------------------
(2) Check the Appropriate Box (a)
-----------------------
if a Member of a Group (b)
-----------------------
- ----------------------------------------------------------------------
(3) SEC Use Only
- ----------------------------------------------------------------------
(4) Source of Funds 00*
- ----------------------------------------------------------------------
(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 1,000
Beneficially Owned ------------------------------------------------
by Each Reporting (8) Shared Voting Power 654,855
Person With ------------------------------------------------
(9) Sole Dispositive Power 1,000
------------------------------------------------
(10) Shared Dispositive Power 654,855
- ----------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 655,855
- ----------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
- ----------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 4.6%
- ----------------------------------------------------------------------
(14) Type of Reporting Person IN
- --------
* See Exhibit A.
Page 2 of 11
<PAGE> 3
CUSIP No. 12686C-10-9 13D
CONTINUATION PAGES OF AMENDMENT NO. 1 TO SCHEDULE 13D
FILED BY
MARIANNE DOLAN WEBER, INDIVIDUALLY AND AS TRUSTEE
This Amendment No. 1 to the Schedule 13D, dated November 15, 1994
(the "Schedule 13D"), previously filed by Marianne Dolan Weber ("Mrs. Weber"),
is being filed in connection with changes in Mrs. Weber'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 Mrs. Weber 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 Marianne
Dolan Weber, who is filing individually and as Trustee for the Trusts listed on
Exhibit A.
(b) The residence of Mrs. Weber is 33 Southard Avenue, Rockville
Centre, New York 11570.
(c) The present principal occupation of Mrs. Weber is President
of the Dolan Family Foundation. The address is One Media Crossways, Woodbury,
New York 11797.
(d) Mrs. Weber has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mrs. Weber 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
Page 3 of 11
<PAGE> 4
CUSIP No. 12686C-10-9 13D
state securities laws or finding any violation with respect to such laws.
(f) Mrs. Weber is a U.S. citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares held by Mrs. Weber were originally acquired by her
through gifts and by her 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. Mrs. Weber 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;
(i) a class of securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
Page 4 of 11
<PAGE> 5
CUSIP No. 12686C-10-9 13D
(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, Mrs. Weber may
be deemed to beneficially own an aggregate of 655,855 shares of Class A Common
Stock as a result of her beneficial ownership of (i) 654,855 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 and (ii) 1,000 shares of Class A Common Stock. This
aggregate amount represents approximately 4.6% of the outstanding shares of
Class A Common Stock.
(b) After the distribution described in (c) below, Mrs. Weber has
the (i) sole power to vote or to direct the vote of 1,000 shares of Class A
Common Stock; (ii) shared power to vote or direct the vote of 654,855 shares of
Class B Common Stock convertible into Class A Common Stock; (iii) sole power to
dispose or to direct the disposition of 1,000 shares of Class A Common Stock;
and (iv) shared power to dispose or to direct the disposition of 654,855 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
Mrs. Weber is a co-trustee converted 206,000 shares of Class B Common Stock into
Class A Common Stock and distributed such shares of Class A Common Stock to
certain Dolan family members and to other trusts for the benefit of Dolan family
members.
(d) See Exhibit A.
(e) September 10, 1996
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
Marianne Dolan Weber.
Page 5 of 11
<PAGE> 6
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: October 29, 1996
Signature: /s/ Marianne Dolan Weber
By William A. Frewin, Jr.
-------------------------
Name/Title: Marianne Dolan Weber,
individually and as a Trustee
of each of the following Trusts:
Dolan Grandchildren Trust
Dolan Spouse Trust
DC Marianne Trust
By William A. Frewin, Jr.,
attorney-in-fact
Page 6 of 11
<PAGE> 7
CUSIP No. 12686C-10-9 13D
Exhibit A
Marianne Dolan Weber 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 654,855 shares of Class B Common
Stock, par value $.01 per share (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.
Mrs. Weber 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 Mrs. Weber retains
such powers, she is deemed to have beneficial ownership thereof for purposes of
Schedule 13D reporting. In addition, Mrs. Weber individually owns 1,000 shares
of Class A Common Stock.
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 Marianne Trust Marianne Dolan Weber
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 Trustee, Paul Joseph Dolan, to any one or more of the members of
the Trust's beneficiary class.
Page 7 of 11
<PAGE> 8
CUSIP No. 12686C-10-9 13D
The Trusts
The DC Marianne Trust
For the DC Marianne 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, Marianne Dolan Weber (the
"Current Beneficiary"). The Current Beneficiary has the power during her life to
appoint all or part of the relevant DC Marianne Trust to or for the benefit of
one or more of her descendants. Upon the death of the Current Beneficiary, the
DC Marianne Trust, if not previously terminated, will pass as appointed by the
Current Beneficiary to or for the benefit of one or more of her 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 Marianne
Trust, Marianne Dolan Weber 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 Marianne Dolan Weber, there are two other Trustees of the
Dolan Grandchildren Trust, Thomas Charles Dolan 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. The Dolan Spouse Trust terminates upon the death of the
survivor of Charles F. Dolan's children and their spouses,
Page 8 of 11
<PAGE> 9
CUSIP No. 12686C-10-9 13D
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 Marianne Dolan Weber, there are two other Trustees of the
Dolan Spouse Trust, Thomas Charles Dolan 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.
Page 9 of 11
<PAGE> 10
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 POWER OF ATTORNEY
<PAGE> 1
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 attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-
Page 10 of 11
<PAGE> 2
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/ Marianne Dolan Weber
------------------------
Marianne Dolan Weber
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/ Marianne Dolan Weber
------------------------
Marianne Dolan Weber
Dated as of February 13, 1995
Page 11 of 11
