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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 Paul Joseph Dolan
SS: ###-##-####
- ----------------------------------------------------------------------
(2) Check the Appropriate Box (a)
-----------------------
if a Member of a Group (b)
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- ----------------------------------------------------------------------
(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 1,500
Beneficially Owned ------------------------------------------------
by Each Reporting (8) Shared Voting Power 1,895,752
Person With ------------------------------------------------
(9) Sole Dispositive Power 1,500
-----------------------------------------
(10) Shared Dispositive Power 1,895,752
- ----------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,897,252
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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 12.3%
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(14) Type of Reporting Person IN
- --------
* See Exhibit A.
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CUSIP No. 12686C-10-9 13D
CONTINUATION PAGES OF AMENDMENT NO. 1 TO SCHEDULE 13D
FILED BY
PAUL JOSEPH DOLAN, INDIVIDUALLY AND AS TRUSTEE
This Amendment No. 1 to the Schedule 13D, dated November 15, 1994
(the "Schedule 13D"), previously filed by Paul Joseph 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 Paul Joseph
Dolan, who is filing individually and as Trustee for the Trusts listed on
Exhibit A.
(b) The residence of Mr. Dolan is 1100 Sheerbrook Drive, Chagrin
Falls, Ohio 44022.
(c) The present principal occupation of Mr. Dolan is as Attorney
at Thrasher, Dinsmore & Dolan. The address is 100 Corporate Place, Suite 150,
Chardon, Ohio 44024.
(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 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;
(i) a class of securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
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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, Mr. Dolan may
be deemed to beneficially own an aggregate of 1,897,252 shares of Class A Common
Stock as a result of his beneficial ownership of (i) 1,894,052 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) 3,200 shares of Class A Common Stock. This
aggregate amount represents approximately 12.3% 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 1,500 shares of Class A
Common Stock; (ii) shared power to vote or direct the vote of 1,700 shares of
Class A Common Stock and 1,894,052 shares of Class B Common Stock convertible
into Class A Common Stock; (iii) sole power to dispose or to direct the
disposition of 1,500 shares of Class A Common Stock; and (iv) shared power to
dispose or to direct the disposition of 1,700 shares of Class A Common Stock and
1,894,052 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 other Dolan family
members and to other trusts for the benefit of Dolan family members.
(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.
Exhibit 1 Power of Attorney, dated as of February 13, 1995, confirming the
authority of William A. Frewin, Jr. to sign on behalf of Paul
Joseph Dolan.
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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: October 29, 1996
Signature: /s/ Paul Joseph Dolan
By William A. Frewin, Jr.
-------------------------
Name/Title: Paul Joseph Dolan, individually and as Trustee of
each of the following Trusts:
Dolan Descendants Trust
Dolan Progeny Trust
Dolan Grandchildren Trust
Dolan Spouse Trust
DC Kathleen Trust
DC James Trust
By William A. Frewin, Jr.,
attorney-in-fact
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CUSIP No. 12686C-10-9 13D
Exhibit A
Paul Joseph 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 1,894,052 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 does not have an economic interest in such shares, but, as one of the
Trustees 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 holds 1,700 shares of
Class A Common Stock jointly with his spouse and 1,500 shares of Class A Common
Stock as guardian for his minor children.
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 Kathleen Trust Kathleen Margaret Dolan
DC James Trust James Lawrence Dolan
Dolan Descendants Trust All descendants of Charles F.
Dolan living at any time and
from time to time.
Dolan Grandchildren Trust All children and grandchildren
of Charles F. Dolan living at any time and from
time to time.
Dolan Progeny Trust All children 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.
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CUSIP No. 12686C-10-9 13D
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 Descendants Trust, Dolan Grandchildren Trust, Dolan
Progeny Trust and Dolan Spouse Trust, distributions of income and principal can
be made in Mr. Dolan's sole discretion to any one or more of the members of the
Trust's beneficiary class.
The Trusts
The Dolan Children Trusts
For each of the DC Kathleen Trust and the DC James Trust
(together, the "Dolan Children Trusts"), distributions of income and principal
can be made in Mr. Dolan's sole discretion to the person for whom the Trust is
named (the "Current Beneficiary"). The Current Beneficiary has the power during
his or her life to appoint all or part of the relevant Dolan Children Trust to
or for the benefit of one or more of the Current Beneficiary's descendants. Upon
the death of the Current Beneficiary, the relevant Dolan Children Trust, if not
previously terminated, will pass as appointed by the Current Beneficiary to or
for the benefit of one or more of the Current Beneficiary's 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. Other than Paul Joseph Dolan, the other
Trustee of the DC Kathleen Trust is Kathleen Margaret Dolan and of the DC James
Trust is James Lawrence Dolan.
The Dolan Descendants Trust
The Dolan Descendants Trust's current beneficiary class consists
of the six children of Charles F. Dolan and three grandchildren of Charles F.
Dolan. The Dolan Descendants Trust terminates upon the death of the survivor of
the children of Charles F. Dolan, if not previously terminated. Upon such
termination, the Dolan Descendants Trust will pass as appointed by the unanimous
appointment of Charles F. Dolan's children or by the survivor of them to one or
more persons or charitable organizations. Any unappointed portion of the Dolan
Descendants 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. There are three Trustees
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CUSIP No. 12686C-10-9 13D
of the Dolan Descendants Trust, James Lawrence Dolan, Kathleen Margaret Dolan
and Paul Joseph 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. There are three Trustees of the Dolan Grandchildren Trust, Paul Joseph
Dolan, Thomas Charles Dolan and Marianne Dolan Weber.
The Dolan Progeny Trust
The Dolan Progeny Trust's current beneficiary class consists of
the six children of Charles F. Dolan. The Dolan Progeny Trust terminates upon
the death of the survivor of Charles F. Dolan's children, if not previously
terminated. Upon such termination, the Dolan Progeny 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 Progeny 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. There are three Trustees
of the Dolan Progeny Trust, Paul Joseph Dolan, Patrick Francis Dolan and Deborah
Ann 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, 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
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CUSIP No. 12686C-10-9 13D
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. There
are three Trustees of the Dolan Spouse Trust, Paul Joseph Dolan, Thomas Charles
Dolan and Marianne Dolan Weber.
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)
Paul Joseph Dolan 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 Descendants Trust, the Dolan Grandchildren Trust, the
Dolan Progeny 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 nd 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
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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/ Paul Joseph Dolan
---------------------
Paul Joseph 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/ Paul Joseph Dolan
---------------------
Paul Joseph Dolan
Dated as of February 13, 1995
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