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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)
January 3, 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 [ ].
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 7 Pages
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CUSIP No. 12686C-10-9 13D
(1) Names of Reporting Persons Charles F. Dolan 1994
S.S. or I.R.S. Identifica- Grantor Retained Annuity Trust
tion Nos. of Above Persons EIN: 29-326-3610
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box (a)_______________________
if a Member of a Group x
(b)_______________________
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds N/A*
- --------------------------------------------------------------------------------
(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 1,852,378**
Beneficially Owned --------------------------------------------------
by Each Reporting (8) Shared Voting Power 0
Person With ---------------------------------------------------
(9) Sole Dispositive Power 1,852,378**
---------------------------------------------------
(10) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,852,378**
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
- --------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 11.4%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person OO***
____________________
* See Exhibit A.
** The co-trustees of this Trust are also the co-trustees of the Charles F.
Dolan 1996 Grantor Retained Annutiy Trust which owns 2,147,622 shares of
Class B Common Stock of the Issuer, representing approximately 13.0% of
the outstanding shares of Class A Common Stock of the Issuer, and which
has the same terms and characteristics as this Trust, as described in
Exhibit A.
*** Reporting Person is a Trust.
Page 2 of 7 Pages
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CUSIP No. 12686C-10-9 13D
CONTINUATION PAGES OF AMENDMENT NO. 1 TO SCHEDULE
13D FILED BY THE CHARLES F. DOLAN 1994
GRANTOR RETAINED ANNUITY TRUST
This Amendment No. 1 to the Schedule 13D, dated January 6,
1995 (the "Schedule 13D"), previously filed by the Charles F. Dolan 1994
Grantor Retained Annuity Trust (the "Trust"), is being filed in connection with
changes in the Trust's beneficial ownership of the stock of Cablevision Systems
Corporation, a Delaware corporation (the "Issuer"), resulting from the
distribution from the Trust of certain shares of Class B Common Stock, par
value $.01 per share, of the Issuer (the "Class B Common Stock").
In addition, in accordance with Rule 101(a)(2)(ii) of
Securities and Exchange Commission Regulation S-T, this Amendment No. 4
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, par value $.01 per share, of the
Issuer (the "Class A Common Stock"). 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 the
Charles F. Dolan 1994 Grantor Retained Annuity Trust.
(b) The business address of the Trust is One Media
Crossways Drive, Woodbury, NY, 11797.
(c) Not applicable. See Exhibit A.
(d) The Trust has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Trust 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 state securities laws or finding
any violation with respect to such laws.
Page 3 of 7 Pages
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CUSIP No. 12686C-10-9 13D
(f) The Trust is governed and construed according to the laws
of the State of New York.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares held by the Trust were not acquired by purchase.
See Exhibit A.
Item 4. PURPOSE OF TRANSACTION.
The Trust was established by Charles F. Dolan for estate
planning purposes. See Exhibit A. The Trust 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
(j) any action similar to any of those enumerated above.
Page 4 of 7 Pages
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CUSIP No. 12686C-10-9 13D
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After the distribution described in (c) below, the Trust
owns 1,852,378 shares of Class B Common Stock which are convertible at the
option of the holder share for share into Class A Common Stock. This amount
represents approximately 11.4% of the outstanding shares of Class A Common
Stock.
(b) The Trust, through its trustees, has the (i) sole
power to vote or to direct the vote of 1,852,378 shares of Class B Common Stock
convertible into Class A Common Stock and (ii) sole power to dispose or to
direct the disposition of 1,852,378 shares of Class B Common Stock convertible
into Class A Common Stock. The Trust does not have shared voting power or
dispositive power over any shares of Common Stock of the Issuer. See Exhibit
A.
(c) On January 3, 1996, the Trust made a distribution to
Charles F. Dolan ("Mr. Dolan") of 2,147,622 shares of Class B Common Stock.
Mr. Dolan subsequently transferred these shares to the Charles F. Dolan 1996
Grantor Retained Annuity Trust established by Mr. Dolan for estate planning
purposes.
(d) See Exhibit A.
(e) Not applicable.
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.
Not applicable.
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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: February 15, 1996
Charles F. Dolan 1994
Grantor Retained Annuity Trust
Signature: /s/ Helen A. Dolan, Trustee
By William A. Frewin, Jr.
-------------------------------------
Name/Title: Helen A. Dolan, Trustee
By William A. Frewin, Jr.,
attorney-in-fact
Signature: /s/ Lawrence Dolan, Trustee
By William A. Frewin, Jr.
-------------------------------------
Name/Title: Lawrence Dolan, Trustee
By William A. Frewin, Jr.,
attorney-in-fact
Page 6 of 7 Pages
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CUSIP No. 12686C-10-9 13D
Exhibit A
The Charles F. Dolan 1994 Grantor Retained Annuity Trust (the
"Trust") was established on December 31, 1994, by Charles F. Dolan ("Mr. Dolan")
for estate planning purposes, and as of February 6, 1996, owns 1,852,378 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, of the Issuer. The Trust,
through its trustees, has the sole power to vote and dispose of such shares.
Mr. Dolan has a power to reacquire any property held by the Trust by
substituting other property of equivalent value. Under certain rules of the
Securities and Exchange Commission, so long as the Trust retains such powers, it
is deemed to have beneficial ownership thereof for purposes of Schedule 13D
reporting. The two co-trustees (the "Trustees") of the Trust are Helen A. Dolan
("Mrs. Dolan") and Lawrence Dolan who have the shared power to vote and dispose
of such shares.
For two years or until the earlier death of Mr. Dolan, the
Trust will pay to Mr. Dolan a certain percentage of the fair market value of
the property initially contributed to the Trust (the "Annuity"). If Mr. Dolan
dies during such two-year term and is survived by Mrs. Dolan, the remaining
portion of the Annuity will be paid to Mrs. Dolan until the earlier of her
death or the expiration of such two-year term, provided that Mr. Dolan may
revoke Mrs. Dolan's right to receive such payments. In addition, the Trustees
may pay to Mr. Dolan (or, if Mr. Dolan dies within such two-year term, to Mrs.
Dolan) such amounts in excess of the Annuity as the Trustees in their
discretion may deem advisable. If Mr. Dolan is living at the expiration of the
term of the Trust, the remainder will pass into another trust for the benefit
of Mrs. Dolan and all descendants of Charles F. Dolan living at any time and
from time to time. If Mr. Dolan is not living at the expiration of the term of
the Trust, the then principal of the Trust will revert to his estate.
Page 7 of 7 Pages
