<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1996
REGISTRATION NO. 33-63691
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CABLEVISION SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 4841 11-2776686
(PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL IDENTIFICATION NUMBER)
JURISDICTION OF CLASSIFICATION CODE
INCORPORATION OR NUMBER)
ORGANIZATION)
----------------
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
(516) 364-8450
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
ROBERT S. LEMLE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
(516) 364-8450
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPIES TO:
JOHN P. MEAD
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the Securities registered on this Form are to be offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Series H Redeemable
Exchangeable Preferred
Stock................. $265,336,700 100% $265,336,700 $91,496(2)
- -------------------------------------------------------------------------------
11 3/4% Senior
Subordinated Debentures
due 2007.............. $265,336,700 (3) (3) (3)
</TABLE>
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- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Of which amount, $86,207 was paid on October 26, 1995 and $2,673 was paid
on January 25, 1996.
(3) The Series H Redeemable Exchangeable Preferred Stock is exchangeable, in
whole but not in part, at the option of the Company for the 11 3/4% Senior
Subordinated Debentures due 2007. No additional registration fee is payable
in respect thereof.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CROSS-REFERENCE SHEET
LOCATION IN PROSPECTUS
OF INFORMATION REQUIRED BY
PART I OF FORM S-4
<TABLE>
<CAPTION>
ITEM NO. CAPTION LOCATION IN PROSPECTUS
-------- ------- ----------------------
<C> <S> <C>
Item 1 Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus............... Facing Page of Registration
Statement; Cross-Reference
Sheet; Outside Front and Inside
Front Cover Page of Prospectus
Item 2 Inside Front and Outside Back
Cover Pages of Prospectus........ Inside Front Cover Pages of
Prospectus
Item 3 Risk Factors, Ratio of Earnings to
Fixed Charges, and Other
Information...................... Summary; Risk Factors; The
Company
Item 4 Terms of the Transaction.......... The Exchange Offer; Description
of New Preferred Stock; Certain
Federal Income Tax
Considerations
Item 5 Pro Forma Financial Information... Not Applicable
Item 6 Material Contracts With the
Company Being Acquired........... Not Applicable
Item 7 Additional Information Required
for Reoffering by Persons and
Parties Deemed to be
Underwriters..................... Plan of Distribution
Item 8 Interests of Named Experts and
Counsel.......................... Not Applicable
Item 9 Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities.................. Not Applicable
Item 10 Information with Respect to S-3
Registrants...................... Incorporation of Certain
Documents by Reference; Recent
Developments
Item 11 Incorporation of Certain
Information by Reference......... Incorporation of Certain
Documents by Reference
Item 12 Information with Respect to S-2 or
S-3 Registrants.................. Not Applicable
Item 13 Incorporation of Certain
Information by Reference......... Not Applicable
Item 14 Information with Respect to
Registrants Other than S-3 or S-2
Registrants...................... Not Applicable
Item 15 Information With Respect to S-3
Companies........................ Not Applicable
Item 16 Information With Respect to S-2 or
S-3 Companies.................... Not Applicable
Item 17 Information With Respect to
Companies Other Than S-2 or S-3
Companies........................ Not Applicable
Item 18 Information if Proxies, Consents
or Authorizations Are to be
Solicited........................ Not Applicable
Item 19 Information if Proxies, Consents
or Authorizations are Not to be
Solicited, or in an Exchange
Offer............................ Summary; The Exchange Offer;
Description of New Preferred
Stock; Certain Federal Income
Tax Considerations
</TABLE>
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MARCH 29, 1996
OFFER TO EXCHANGE
ALL OUTSTANDING
11 3/4% SERIES G REDEEMABLE
EXCHANGEABLE PREFERRED STOCK
($265,336,700 AGGREGATE LIQUIDATION PREFERENCE)
FOR
11 3/4% SERIES H REDEEMABLE
EXCHANGEABLE PREFERRED STOCK
OF
CABLEVISION SYSTEMS CORPORATION
-----------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MAY , 1996, UNLESS EXTENDED
-----------
Cablevision Systems Corporation, a Delaware corporation (the "Company"),
hereby offers, upon the terms and subject to the conditions set forth in this
Prospectus and the accompanying letter of transmittal (the "Letter of
Transmittal," and together with this Prospectus, the "Exchange Offer"), to
exchange $100 aggregate liquidation preference of its 11 3/4% Series H
Redeemable Exchangeable Preferred Stock (the "New Preferred Stock"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement (as defined herein) of which this
Prospectus constitutes a part, for each $100 aggregate liquidation preference
of the outstanding 11 3/4% Series G Redeemable Exchangeable Preferred Stock
(the "Old Preferred Stock") of the Company. The New Preferred Stock and the Old
Preferred Stock are collectively referred to herein as the "Preferred Stock".
The Company will accept for exchange any and all shares of Old Preferred
Stock that are validly tendered on or prior to 5:00 p.m., New York City time,
on the date the Exchange Offer expires, which will be May , 1996, unless the
Exchange Offer is extended to a date not later than June , 1996 (the
"Expiration Date"). Tenders of Old Preferred Stock may be withdrawn at any time
prior to 5:00 p.m., New York City time, on the business day prior to the
Expiration Date, unless previously accepted for exchange. The Exchange Offer is
not conditioned upon any minimum principal amount of Old Preferred Stock being
tendered for exchange. However, the Exchange Offer is subject to certain
conditions which may be waived by the Company and to the terms and provisions
of the Registration Rights Agreement (as defined herein). See "The Exchange
Offer."
The form and terms of the New Preferred Stock are the same in all material
respects as the form and terms of the Old Preferred Stock except that the
shares of New Preferred Stock have been registered under the Securities Act and
will not contain terms restricting the transfer of such Stock. Following the
completion of the Exchange Offer, none of the Preferred Stock will be entitled
to the benefits of the Registration Rights Agreement, relating to contingent
increases in the dividend rate provided for pursuant thereto. See "The Exchange
Offer".
INVESTMENT IN THE PREFERRED STOCK INVOLVES SIGNIFICANT RISKS DISCUSSED UNDER
"RISK FACTORS" ON PAGE 19 WHICH SHOULD BE CONSIDERED BY PROSPECTIVE
INVESTORS.
Dividends on the New Preferred Stock are payable out of legally available
funds and are cumulative from the most recent dividend payment date to which
dividends on the Old Preferred Stock were paid (the "Accrual Date"). Holders of
Old Preferred Stock whose shares of Old Preferred Stock are accepted for
exchange will be deemed to have waived
(Continued on next page)
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------
The date of this Prospectus is April , 1996.
<PAGE>
(Continued from previous page)
the right to receive any payment in respect of dividends on the Old Preferred
Stock accumulated from the Accrual Date to the date of the issuance of the New
Preferred Stock. Consequently, holders who exchange their Old Preferred Stock
for New Preferred Stock will receive the same dividend payment on the next
dividend payment date (expected to be July 1, 1996) that they would have
received had they not accepted the Exchange Offer, except that if such dividend
is not paid in cash, it will be paid in shares of New Preferred Stock instead
of Old Preferred Stock. The Company paid dividends on January 2, 1996 and will
pay dividends on April 1, 1996 on the Old Preferred Stock in additional shares
of Old Preferred Stock (the "Dividend Shares"). Dividend Shares may be
exchanged for shares of New Preferred Stock. Dividends on the New Preferred
Stock are payable quarterly in arrears on January 1, April 1, July 1 and
October 1 of each year, commencing July 1, 1996, accumulating from the Accrual
Date at the annual rate of 11 3/4% per share of New Preferred Stock.
Before October 1, 2000, dividends may, at the option of the Company, be paid
in cash or by issuing fully paid and nonassessable shares of New Preferred
Stock with an aggregate liquidation preference equal to the amount of such
dividends. On and after October 1, 2000, dividends must be paid in cash. The
New Preferred Stock has a liquidation preference of $100 per share, plus
accumulated and unpaid dividends thereon.
Based on no-action letters issued by the staff of the Securities and Exchange
Commission (the "Commission") to third parties, the Company believes the New
Preferred Stock issued pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than a
"Restricted Holder," being (i) a broker-dealer who acquires such New Preferred
Stock directly from the Company to resell pursuant to Rule 144A or any other
available exemption under the Securities Act or (ii) a person that is an
affiliate of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act provided that such shares of New Preferred
Stock are acquired in the ordinary course of such holders' business and such
holders have no arrangements with any person to participate in the distribution
of such New Preferred Stock. Eligible holders wishing to accept the Exchange
Offer must represent to the Company that such conditions have been met. Each
broker-dealer that receives New Preferred Stock for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Preferred Stock. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of New Preferred Stock received in exchange for Old Preferred
Stock where such Old Preferred Stock was acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Company has
agreed that it will make this Prospectus and any amendment or supplement to
this Prospectus available to any broker-dealer for use in connection with any
such resale for a period of 90 days from the date of this Prospectus, or such
shorter period as will terminate when all Old Preferred Stock acquired by
broker-dealers for their own accounts as a result of market-making activities
or other trading activities have been exchanged for New Preferred Stock and
resold by such broker-dealers. See "Plan of Distribution."
The Company will not receive any proceeds from this offering, and no
underwriter is being utilized in connection with the Exchange Offer.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT
SURRENDERS FOR EXCHANGE FROM, HOLDERS OF OLD PREFERRED STOCK IN ANY
JURISDICTION IN WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE
IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.
The New Preferred Stock is a new security for which there currently is no
public market. If a market for the New Preferred Stock should develop, the
shares of New Preferred Stock could trade at a discount from their aggregate
liquidation preference. The Company does not intend to list the New Preferred
Stock on a national securities exchange or to apply for quotation of the New
Preferred Stock through the National Association of Securities Dealers
Automated Quotation System. There can be no assurance that an active public
market for the New Preferred Stock will develop.
The Company has been advised by Bear, Stearns & Co. Inc., Merrill Lynch & Co.
and Morgan Stanley & Co. Incorporated that they intend to make a market in the
New Preferred Stock; however, such entities are under no obligation to do so
and any market making activities with respect to the New Preferred Stock may be
discontinued at any time.
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices: Seven World Trade Center, 13th Floor, New York, New
York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and copies of such material can be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and
other information also may be inspected at the offices of the American Stock
Exchange, 86 Trinity Place, New York, New York 10006.
This Prospectus constitutes a part of a registration statement (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. As permitted by the rules and regulations of the Commission,
this Prospectus does not contain all of the information contained in the
Registration Statement and the exhibits and schedules thereto and reference is
hereby made to the Registration Statement and the exhibits and schedules
thereto for further information with respect to the Company and the securities
offered hereby. Statements contained herein concerning the provisions of any
documents filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete, and in each instance
reference is made to the copy of such document so filed. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents or information filed with the Commission:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (the "Form 10-K");
(b) the Company's Current Report on Form 8-K filed March 26, 1996 (the
"Form 8-K"); and
(c) all documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act on or after the date of this Prospectus and
prior to the termination of the offering made hereby.
Any statement contained herein or in any documents incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for the purpose of this Prospectus to the extent that a subsequent
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
As used herein, unless the context otherwise requires, the term "Company"
refers to Cablevision Systems Corporation and its subsidiaries. The term
"Consolidated Financial Statements" refers to the Company's Consolidated
Financial Statements and the notes thereto incorporated by reference from the
Form 10-K and the term "Management's Discussion and Analysis" refers to the
Management's Discussion and Analysis of Financial Condition and Results of
Operations incorporated by reference from the Form 10-K. The term "Condensed
Pro Forma Consolidated Financial Statements" refers to the Condensed Pro Forma
Consolidated Financial Statements contained in the Company's Current Report on
Form 8-K.
3
<PAGE>
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE WITHOUT CHARGE UPON
WRITTEN OR ORAL REQUEST FROM ROBERT S. LEMLE, EXECUTIVE VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY OF THE COMPANY AT THE COMPANY'S PRINCIPAL EXECUTIVE
OFFICES LOCATED AT ONE MEDIA CROSSWAYS, WOODBURY, NEW YORK 11797, TELEPHONE
NUMBER (516) 364-8450. IN ORDER TO ENSURE TIMELY DELIVERY OF SUCH DOCUMENTS,
ANY REQUEST SHOULD BE MADE BY APRIL , 1996.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND THE ACCOMPANYING LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE EXCHANGE AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR THE ACCOMPANYING LETTER OF TRANSMITTAL, OR BOTH TOGETHER, NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
NEITHER THIS PROSPECTUS NOR THE ACCOMPANYING LETTER OF TRANSMITTAL, OR BOTH
TOGETHER, CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 3
Incorporation of Certain Documents by Reference............................ 3
Summary.................................................................... 5
Risk Factors............................................................... 18
The Company................................................................ 22
Use of Proceeds............................................................ 26
The Exchange Offer......................................................... 27
Capitalization............................................................. 34
Description of Capital Stock............................................... 36
Description of New Preferred Stock and Exchange Debentures................. 46
Certain Federal Income Tax Considerations.................................. 62
Plan of Distribution....................................................... 63
Validity of the New Preferred Stock........................................ 64
Experts.................................................................... 64
</TABLE>
4
<PAGE>
SUMMARY
The following information is qualified in its entirety by the more detailed
information, financial statements and pro forma financial information appearing
elsewhere in this Prospectus or incorporated by reference herein. Investment in
the securities offered hereby involves significant risks. See "Risk Factors".
THE COMPANY
The Company is one of the largest operators of cable television systems in
the United States, with approximately 2,723,000 subscribers in 19 states as of
December 31, 1995 based on the number of basic subscribers in systems which the
Company manages and which it owns or in which it has investments. The Company
also has ownership interests in companies that produce and distribute national
and regional programming services and provide advertising sales services for
the cable television industry. The Company was formed in 1985 to effect a
reorganization of its predecessors.
CABLE TELEVISION
The cable television systems that are majority owned and managed by the
Company (the "Company's cable television systems") served approximately
2,061,000 subscribers as of December 31, 1995 in New York, Ohio, Connecticut,
New Jersey, Michigan and Massachusetts. In addition, the Company has non-
majority investments in and manages cable television systems which served
approximately 662,000 subscribers as of December 31, 1995 in Alabama, Arkansas,
Florida, Illinois, Kansas, Kentucky, Maine, Massachusetts, Mississippi,
Missouri, New Jersey, New York, North Carolina, Oklahoma, Pennsylvania and
Tennessee. The Company's cable television systems have generally been
characterized by relatively high revenues per subscriber ($37.07 for December
1995) and ratios of premium service units to basic subscribers (1.9:1 for
December 1995). In calculating revenue per subscriber, the Company includes
only recurring service revenues and excludes installation charges and certain
other revenues such as advertising, pay-per-view and home shopping revenues.
PROGRAMMING SERVICES
The Company conducts its programming activities through Rainbow Programming
Holdings, Inc. ("Rainbow Programming"), its wholly-owned subsidiary, and
through subsidiaries of Rainbow Programming in partnership with certain
unaffiliated entities, including National Broadcasting Company, Inc. ("NBC")
and Liberty Media Corporation. Rainbow Programming's businesses include eight
regional SportsChannel services, four national entertainment services (American
Movie Classics Company, Bravo Network, MuchMusic and the Independent Film
Channel), Rainbow News 12 (a regional news service serving Long Island) and the
national backdrop sports services of Prime SportsChannel Networks. Rainbow
Programming also owns an interest in Madison Square Garden Corporation.
ADVERTISING SERVICES
Rainbow Advertising Sales Corporation sells advertising time to national,
regional and local advertisers on behalf of the Company's cable television
systems and the SportsChannel and News 12 programming services, as well as on
behalf of unaffiliated cable television systems.
5
<PAGE>
SUMMARY OF THE TERMS OF THE EXCHANGE OFFER
The Exchange Offer relates to the exchange of up to 2,653,367 shares of Old
Preferred Stock with an aggregate liquidation preference of $265,336,700 for up
to 2,653,367 shares of New Preferred Stock with the same aggregate liquidation
preference. The form and terms of the New Preferred Stock are the same as the
form and terms of the Old Preferred Stock except that the shares of New
Preferred Stock have been registered under the Securities Act and will not
contain terms restricting the transfer of such stock (and hence are not
entitled to the benefits of the Registration Rights Agreement relating to the
contingent increases in the dividend rate provided for pursuant thereto) and
the terms of the New Preferred Stock clarify the calculation of the Make-Whole
Premium applicable to an optional redemption following a Change of Control. The
Old Preferred Stock and the New Preferred Stock are herein collectively
referred to as the "Preferred Stock." See "Description of New Preferred Stock".
The Exchange Offer......
One share of New Preferred Stock with an
aggregate liquidation preference of $100 will be
issued in exchange for each share of Old
Preferred Stock with an aggregate liquidation
preference of $100. As of the date hereof,
2,653,367 shares of Old Preferred Stock with an
aggregate liquidation preference of $265,336,700
are issued and outstanding. The Company will
issue the New Preferred Stock to tendering
holders of Old Preferred Stock on or promptly
after the Expiration Date.
Resale..................
The Company believes that the New Preferred Stock
issued pursuant to the Exchange Offer generally
will be freely transferable by the holders
thereof without registration or any prospectus
delivery requirement under the Securities Act,
except that a "dealer" or any of the Company's
"affiliates", as such terms are defined under
the Securities Act, that exchanges Old Preferred
Stock held for its own account (a "Restricted
Holder") may be required to deliver copies of
this Prospectus in connection with any resale of
the New Preferred Stock (the "Resale Preferred
Stock") issued in exchange for such Old
Preferred Stock (the "Prospectus Delivery
Requirement"). See "The Exchange Offer--General"
and "Plan of Distribution".
Expiration Date.........
5:00 p.m., New York City time, on May , 1996,
unless the Exchange Offer is extended to a date
not later than June , 1996, in which case the
term "Expiration Date" means the latest date and
time to which the Exchange Offer is extended.
The maximum period that the Exchange Offer will
remain in effect shall be from the date of this
Prospectus until the Expiration Date. See "The
Exchange Offer--Expiration Date; Extensions;
Amendments".
Accrued Dividends on
the New Preferred
Stock and the Old
Preferred Stock........
Dividends on the New Preferred Stock will
accumulate from the Accrual Date. Holders of Old
Preferred Stock whose shares of Old Preferred
Stock are accepted for exchange will be deemed
to have waived the right to receive any payment
in respect of dividends on such Old Preferred
Stock accumulated from the Accrual Date to the
date of the issuance of the New Preferred
6
<PAGE>
Stock. Consequently, holders who exchange their
Old Preferred Stock for New Preferred Stock will
receive the same dividend payment on the next
dividend payment date (expected to be July 1,
1996) that they would have received had they not
accepted the Exchange Offer, except that if such
dividend is not paid in cash, it will be paid in
shares of New Preferred Stock instead of Old
Preferred Stock. See "The Exchange Offer--
Dividends on the New Preferred Stock".
Termination of the
Exchange Offer....
The Company may terminate the Exchange Offer if
it determines that its ability to proceed with
the Exchange Offer could be materially impaired
due to any legal or governmental action, any new
law, statute, rule or regulation or any
interpretation of the staff of the Commission of
any existing law, statute, rule or regulation or
if the Company reasonably deems it advisable to
terminate the Exchange Offer. Holders of Old
Preferred Stock will have certain rights against
the Company under the Registration Rights
Agreement should the Company fail to consummate
the Exchange Offer. See "The Exchange Offer--
Termination".
No federal or state regulatory requirements must
be complied with or approvals obtained in
connection with the Exchange Offer, other than
applicable requirements under federal and state
securities laws.
Procedures For
Tendering Old
Preferred Stock........ Each holder of Old Preferred Stock wishing to
accept the Exchange Offer must complete, sign
and date the Letter of Transmittal, or a
facsimile thereof, in accordance with the
instructions contained herein and therein, and
mail or otherwise deliver such Letter of
Transmittal, or such facsimile, together with
the Old Preferred Stock to be exchanged and any
other required documentation to Mellon
Securities Trust Company, as Exchange Agent, at
the address set forth herein and therein or
effect a tender of Old Preferred Stock pursuant
to the procedures for book-entry transfer as
provided for herein. See "The Exchange Offer--
Procedures for Tendering".
Special Procedures for
Beneficial Holders ....
Any beneficial holder whose shares of Old
Preferred Stock are registered in the name of
his broker, dealer, commercial bank, trust
company or other nominee and who wishes to
tender in the Exchange Offer should contact such
registered holder promptly and instruct such
registered holder to tender on his behalf. If
such beneficial holder wishes to tender on his
own behalf, such beneficial holder must, prior
to completing and executing the Letter of
Transmittal and delivering his Old Preferred
Stock, either make appropriate arrangements to
register ownership of the Old Preferred Stock in
such holder's
7
<PAGE>
name or obtain a properly completed stock power
from the registered holder. The transfer of
record ownership may take considerable time. See
"The Exchange Offer--Procedures for Tendering".
Guaranteed Delivery
Procedures............. Holders of Old Preferred Stock who wish to tender
their Old Preferred Stock and whose shares of
Old Preferred Stock are not immediately
available or who cannot deliver their Old
Preferred Stock and a properly completed Letter
of Transmittal or any other documents required
by the Letter of Transmittal to the Exchange
Agent prior to the Expiration Date may tender
their Old Preferred Stock according to the
guaranteed delivery procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures".
Withdrawal Rights....... Tenders of Old Preferred Stock may be withdrawn
at any time prior to 5:00 p.m., New York City
time, on the business day prior to the
Expiration Date, unless previously accepted for
exchange. See "The Exchange Offer--Withdrawal of
Tenders".
Acceptance of Old
Preferred Stock and
Delivery of New
Preferred Stock........
Subject to certain conditions (as summarized
above in "Termination of the Exchange Offer" and
described more fully in "The Exchange Offer--
Termination"), the Company will accept for
exchange any and all shares of Old Preferred
Stock which are properly tendered in the
Exchange Offer prior to 5:00 p.m., New York City
time, on the Expiration Date. The New Preferred
Stock issued pursuant to the Exchange Offer will
be delivered promptly following the Expiration
Date. See "The Exchange Offer--General".
Certain Tax The exchange pursuant to the Exchange Offer will
Considerations......... generally not be a taxable event for federal
income tax purposes. See "Certain Federal Income
Tax Considerations".
Exchange Agent.......... Mellon Securities Trust Company is serving as
exchange agent (the "Exchange Agent") in
connection with the Exchange Offer.
Use of Proceeds.........
There will be no cash proceeds payable to the
Company from the issuance of the New Preferred
Stock pursuant to the Exchange Offer. Of the net
proceeds received by the Company from the sale
of the Old Preferred Stock, approximately
$100,000,000 (plus accrued dividends thereon)
was applied to the redemption of the Company's
outstanding Series E Redeemable Exchangeable
Convertible Preferred Stock ("Series E Preferred
Stock"), with the remainder applied to repay
borrowings under the Credit Agreement. The
Company expects to reborrow the amount repaid
under the Credit Agreement in the future for
general corporate purposes. See "Use of
Proceeds" herein.
8
<PAGE>
SUMMARY OF TERMS OF THE NEW PREFERRED STOCK AND THE EXCHANGE DEBENTURES
NEW PREFERRED STOCK
Dividends...............
Cumulative at 11 3/4% per annum out of legally
available funds. Dividends will accumulate from
the Accrual Date and are payable quarterly in
arrears on January 1, April 1, July 1 and
October 1 of each year, commencing July 1, 1996.
The rights to dividends on the New Preferred
Stock will be cumulative (whether or not earned
or declared) on a daily basis. Before October 1,
2000, dividends may, at the option of the
Company, be paid in cash or by issuing
additional fully paid and nonassessable shares
of New Preferred Stock with an aggregate
liquidation preference equal to the amount of
such dividends. On or after October 1, 2000,
dividends are payable only in cash. For federal
income tax purposes, distributions with respect
to the New Preferred Stock will not qualify as
dividends and will be treated as a return of
capital until the Company has earnings and
profits. See "Certain Federal Income Tax
Considerations--Distributions on Preferred
Stock".
Liquidation Preference.. $100 per share.
Voting.................. Holders of the New Preferred Stock have no
general voting rights except as provided by law
and as provided in the Certificate of
Designations therefor. Upon the failure of the
Company to (i) pay dividends in cash or, to the
extent permitted by its terms, by the issuance
of additional shares of New Preferred Stock, for
more than six quarters or (ii) discharge any
redemption obligation with respect to the New
Preferred Stock, the size of the Company's Board
of Directors will be increased by one director,
and holders of a majority of the outstanding
shares of Preferred Stock, voting or consenting,
as the case may be, separately as a class, will
be entitled to elect a director to fill the
newly created vacancy. The Company may not issue
any new class of Senior Securities (as defined
herein) without the approval of the holders of
at least a majority of the shares of Preferred
Stock then outstanding, voting or consenting, as
the case may be, separately as a class.
Mandatory Redemption.... The Company is required to redeem the New
Preferred Stock out of legally available funds
on October 1, 2007 at a redemption price equal
to the liquidation preference thereof plus
accrued and unpaid dividends thereon to the date
of redemption.
Optional Redemption.....
On and after October 1, 2002, the New Preferred
Stock is redeemable, at the option of the
Company, in whole or in part, at the redemption
prices set forth herein, plus accumulated and
unpaid dividends thereon to the date of
redemption. In addition, shares of the New
Preferred Stock representing up to 33 1/3% of
the aggregate liquidation preference of the New
Preferred Stock may be redeemed before October
1, 1998 at a
9
<PAGE>
redemption price per share equal to the
liquidation preference of $100 per share plus
accumulated and unpaid dividends thereon plus a
premium of $10 per share of New Preferred Stock
out of the net proceeds of a sale of Junior
Stock (as defined herein) to a Strategic Equity
Investor (as defined herein) or a public
offering of Class A Common Stock, provided that
following such redemption at least 1,666,667
shares of New Preferred Stock (representing at
least 66 2/3% of the amount of New Preferred
Stock initially issued) remain outstanding.
Furthermore, the Company may, at its option,
prior to October 1, 2002, redeem the New
Preferred Stock, in whole but not in part, at
any time within 180 days after a Change of
Control (as defined herein), at a redemption
price per share equal to the sum of (i) the
liquidation preference of $100 per share plus
(ii) accumulated and unpaid dividends to the
date of redemption plus (iii) the Make-Whole
Premium (as defined herein), which is based on a
discount rate equal to the Treasury Rate (as
defined herein) plus 50 basis points.
Exchange Feature........
The shares of New Preferred Stock are
exchangeable into the Exchange Debentures at the
option of the Company, in whole but not in part.
Ranking.................
The New Preferred Stock will rank, subject to
certain conditions, junior to (i) each class of
capital stock of the Company or series of
preferred stock issued by the Company
established after the initial issuance of the
Preferred Stock the terms of which specifically
provide that such class or series will rank
senior to the New Preferred Stock as to
dividends and distributions upon the
liquidation, winding-up or dissolution of the
Company and (ii) all liabilities and obligations
(whether or not for borrowed money) of the
Company. The New Preferred Stock will rank on a
parity with the Old Preferred Stock and the
Company's Series B Cumulative Preferred Stock,
8% Series C Cumulative Preferred Stock ("Series
C Preferred Stock"), 8% Series D Cumulative
Preferred Stock (which may be issued in exchange
for shares of Series C Preferred Stock), 8 1/2%
Series I Cumulative Convertible Exchangeable
Preferred Stock ("Series I Preferred Stock"), 11
1/8% Series L Redeemable Exchangeable Preferred
Stock (the "Series L Preferred Stock") and 11
1/8% Series M Redeemable Exchangeable Preferred
Stock (which may be issued in exchange for
shares of Series L Preferred Stock).
Exchange Offer
Registration Rights ...
The Company has entered into a registration
rights agreement with the Initial Purchasers of
the Old Preferred Stock (the "Registration
Rights Agreement") pursuant to which the Company
agreed, for the benefit of the holders of the
Old Preferred Stock, at the Company's cost (i)
within 30 days after
10
<PAGE>
the date of original issue of the Old Preferred
Stock, to file a registration statement (the
"Exchange Offer Registration Statement") with
the Commission with respect to a registered
offer to exchange (the "Exchange Offer") the Old
Preferred Stock for the New Preferred Stock and
(ii) use its best efforts to cause the Exchange
Offer Registration Statement to be declared
effective under the Securities Act, within 120
days after the date of original issuance of the
Old Preferred Stock. Upon the Exchange Offer
Registration Statement being declared effective,
the Company agreed to offer the New Preferred
Stock in exchange for surrender of the Old
Preferred Stock. For each share of Old Preferred
Stock surrendered to the Company pursuant to the
Exchange Offer, the holder of such Old Preferred
Stock will receive a share of New Preferred
Stock.
In the event that the Exchange Offer is not
consummated on or prior to the 180th calendar
day following the date of original issue of the
Old Preferred Stock, the dividend rate borne by
the Old Preferred Stock shall be increased by
one-quarter of one percent per annum for the
first 90 days following such 180-day period.
Such dividend rate will increase by an
additional one-quarter of one percent per annum
at the beginning of each subsequent 90-day
period, up to a maximum aggregate increase of
one percent per annum. Because the Exchange
Offer will not be consummated by the 180th
calendar day following the date of the original
issue of the Old Preferred Stock, the dividend
rate borne by the Old Preferred Stock increased
by one-quarter of one percent per annum on and
from March 24, 1996. Upon the consummation of
the Exchange Offer, the dividend rate borne by
the Old Preferred Stock will be reduced to the
original dividend rate. Dividends on the New
Preferred Stock will accumulate at the original
dividend rate accruing on the Old Preferred
Stock.
Absence of Public
Market................. The New Preferred Stock is a new security for
which there currently is no market. Although
Bear, Stearns & Co. Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley &
Co. Incorporated, the initial purchasers of the
Old Preferred Stock (collectively, the "Initial
Purchasers"), have informed the Company that
they currently intend to make a market in the
New Preferred Stock and, if issued, the Exchange
Debentures, they are not obligated to do so and
any such market making may be discontinued at
any time without notice. Accordingly, there can
be no assurance as to the development or
liquidity of any market for the Preferred Stock
and, if issued, the Exchange Debentures. The
Company does not intend to apply for listing of
the New Preferred Stock or, if issued, the
Exchange Debentures on any securities exchange
or for quotation through the National
Association of Securities Dealers Automated
Quotation System.
11
<PAGE>
EXCHANGE DEBENTURES
Maturity Date........... October 1, 2007.
Interest................ Interest will accrue at the dividend rate of the
New Preferred Stock and be payable in arrears on
January 1 and July 1 of each year, commencing
with the first of such dates to occur after the
date upon which Exchange Debentures are issued
in exchange for the Preferred Stock ("Exchange
Date"). Before October 1, 2000, interest may, at
the option of the Company, be paid in cash or by
issuing additional Exchange Debentures with a
principal amount equal to such interest. On and
after October 1, 2000, interest on the Exchange
Debentures may be paid only in cash.
Optional Redemption..... On and after October 1, 2002, the Exchange
Debentures are redeemable, at the option of the
Company, in whole or in part, at the redemption
prices set forth herein plus accrued and unpaid
interest thereon to the redemption date. In
addition, up to 33 1/3% in aggregate principal
amount of the Exchange Debentures may be
redeemed before October 1, 1998 at a price of
110% of the principal amount thereof, plus
accrued and unpaid interest thereon, out of the
net proceeds of a sale of Junior Stock to a
Strategic Equity Investor or a public offering
of Class A Common Stock, provided that following
such redemption at least $166,666,667 principal
amount of Exchange Debentures remains
outstanding. See "Description of New Preferred
Stock and Exchange Debentures".
Subordination...........
The Exchange Debentures will be subordinated to
all existing and future Senior Indebtedness (as
defined) of the Company and will rank pari passu
with the Company's 10 3/4% Senior Subordinated
Debentures due 2004, 9 7/8% Senior Subordinated
Debentures due 2013, 9 7/8% Senior Subordinated
Debentures due 2023, 9 1/4% Senior Subordinated
Notes due 2005, 8 1/2% Convertible Subordinated
Debentures due 2007 (that may be issued in
exchange for the Series I Preferred Stock) and
11 1/8% Senior Subordinated Debentures due 2008
(that may be issued in exchange for the Series L
Preferred Stock) (collectively, the "Existing
Debentures"). The amount of Senior Indebtedness
outstanding at December 31, 1995, adjusted to
give pro forma effect to the transactions
described under "Capitalization" and the
application of the net proceeds to the Company
from the offering of the Company's Series L
Preferred Stock represented by depositary
shares, would have been approximately $620.2
million. At December 31, 1995, the Company also
had outstanding $1,257.8 million of senior
subordinated indebtedness and obligations
(including $334.2 million of indebtedness of
subsidiaries guaranteed by the Company, included
in indebtedness of consolidated subsidiaries set
forth
12
<PAGE>
in the next sentence) that would have ranked
pari passu with the Exchange Debentures. Also,
at December 31, 1995, consolidated subsidiaries
of the Company had outstanding, adjusted to give
pro forma effect to the transactions described
under "Capitalization", approximately $1,206.2
million of indebtedness which, insofar as the
assets of those subsidiaries are concerned,
would have been effectively senior to the
Exchange Debentures.
Certain Restrictions.... The Indenture for the Exchange Debentures, among
other things, contains restrictions (with
certain exceptions) on the ability of the
Company and its Restricted Subsidiaries (as
defined) to incur additional indebtedness, make
certain dividend payments or payments to redeem
or retire capital stock, invest in Unrestricted
Subsidiaries (as defined) or affiliates, engage
in certain transactions with affiliates and
merge or consolidate with or transfer all or
substantially all of their assets to another
entity. The Indenture also prohibits the Company
from issuing any indebtedness that is senior in
right of payment to the Exchange Debentures and
expressly subordinate in right of payment to any
other indebtedness of the Company.
13
<PAGE>
SELECTED FINANCIAL DATA
The historical consolidated statement of operations data (except for book
value per common share, deficiency of earnings available to cover fixed charges
and deficiency of earnings available to cover fixed charges and preferred stock
dividends) and balance sheet data for each year ended December 31 and as of
December 31 in each year in the five-year period ended December 31, 1995,
included in the following selected financial data have been derived from the
Consolidated Financial Statements of the Company, audited by KPMG Peat Marwick
LLP, independent certified public accountants.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1995 1994 1993 1992 1991
---------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS
DATA(1):
Net revenues............ $1,078,060 $ 837,169 $ 666,724 $ 572,487 $ 603,272
Operating expenses:
Technical............... 412,479 302,885 241,877 204,449 213,059
Selling, general and ad-
ministrative........... 266,209 195,942 172,687 120,356 121,527
Restructuring charge.... -- 4,306(2) -- -- --
Depreciation and amorti-
zation................. 319,929 271,343 194,904 168,538 215,326
---------- --------- --------- --------- ---------
Operating profit........ 79,443 62,693 57,256 79,144 53,360
Other income (expense):
Interest expense, net... (311,887) (261,781) (230,327) (193,379) (257,189)
Provision for preferen-
tial payment to
related party.......... (5,600) (5,600) (5,600) (2,662) --
Provision for loss on
Olympics venture....... -- -- -- (50,000)(3) --
Loss on sale of pre-
ferred stock........... -- -- -- (20,000)(4) --
Write-off of deferred
financing costs........ (5,517)(5) (9,884)(5) (1,044)(5) (12,284)(5) --
Loss on redemption of
debentures............. -- (7,088)(5) -- -- --
Share of affiliates' net
loss................... (93,024) (82,864) (61,017) (47,278) (23,780)
Gain (loss) on sale of
programming
and affiliate inter-
ests, net.............. 35,989 -- (330) 7,053 15,505
Minority interest....... (8,637) (3,429) 3,000 -- --
Gain on sale of market-
able securities, net... -- -- -- 733 5,806
Settlement of litigation
and related matters.... -- -- -- (5,655) (9,677)
Miscellaneous, net...... (8,225) (7,198) (8,720) (6,175) (11,224)
---------- --------- --------- --------- ---------
Net loss................ (317,458) (315,151) (246,782) (250,503) (227,199)
Preferred dividend re-
quirement.............. (20,249) (6,385) (885) (885) (4,464)
---------- --------- --------- --------- ---------
Net loss applicable to
common shareholders.... $ (337,707) $(321,536) $(247,667) $(251,388) $(231,663)
========== ========= ========= ========= =========
Net loss per common
share.................. $ (14.17) $ (13.72) $ (10.83) $ (11.17) $ (10.32)
========== ========= ========= ========= =========
Average number of common
shares
outstanding (in thou-
sands)................. 23,826 23,444 22,859 22,512 22,446
========== ========= ========= ========= =========
Book value per common
share.................. $ (76.61) $ (76.93) $ (64.61) $ (55.28) $ (41.49)
========== ========= ========= ========= =========
Deficiency of earnings
available to cover
fixed charges.......... $ (317,384) $(315,003) $(246,644) $(250,429) $(227,124)
========== ========= ========= ========= =========
Deficiency of earnings
available to cover
fixed charges
and preferred stock
dividends.............. $ (337,633) $(321,388) $(247,529) $(251,314) $(231,588)
========== ========= ========= ========= =========
</TABLE>
(footnotes on following page)
14
<PAGE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
----------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SUBSCRIBER DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA(1):
Total assets........... $2,502,305 $2,176,413 $1,327,418 $1,251,157 $1,475,672
Total debt............. 3,157,107 3,169,236 2,235,499 2,004,452 2,211,056
Cumulative redeemable
preferred stock(4)..... -- -- -- -- 32,094
Series G Redeemable
Exchangeable
Preferred Stock(6).... 257,751 -- -- -- --
Stockholders'
deficiency............. (1,891,676) (1,818,535) (1,503,244) (1,250,248) (932,428)
STATISTICAL DATA(1):
Homes passed(7)........ 3,328,000 2,899,000 2,240,000 2,019,000 2,005,000
Basic service
subscribers............ 2,061,000 1,768,000 1,379,000 1,262,000 1,372,000
Basic penetration(8)... 61.9% 61.0% 61.6% 62.5% 68.4%
Number of premium
television units....... 3,990,000 3,208,000 3,003,000 2,802,000 2,326,000
Average number of
premium units per
basic
subscriber............ 1.9 1.8 2.2 2.2 1.7
Average monthly revenue
per basic
subscriber(9)......... $ 37.07 $ 36.33 $ 36.59 $ 37.64 $ 34.43
</TABLE>
- --------
(1) The consolidated statement of operations, balance sheet and statistical
data reflect (i) the deconsolidation of A-R Cable Services, Inc. ("A-R
Cable"), effective as of January 1, 1992, as a result of the restructuring
of A-R Cable, (ii) the acquisition of Cablevision of New York City
("Cablevision of NYC"), effective as of July 10, 1992, and (iii) various
acquisitions of cable television systems and other businesses during the
periods presented. (See "Business--Cable Television Operations" in the Form
10-K and "Condensed Pro Forma Consolidated Financial Information" herein.)
Acquisitions made by the Company during the periods presented were
accounted for under the purchase method of accounting and, accordingly, the
acquisition costs were allocated to the net assets acquired based on their
fair value, except for the acquisition of partnership interests in
Cablevision of NYC from Charles F. Dolan and entities affiliated with him,
which were recorded at Mr. Dolan's and such entities' historical costs.
Acquisitions are reflected in the consolidated statement of operations,
balance sheet and statistical data from the time of acquisition. Certain
reclassifications have been made to the 1991 and 1990 financial statement
amounts to conform to the 1992 presentation.
(2) The Company recorded a one-time charge in the first quarter of 1994 to
provide for employee severance and related costs resulting from a
restructuring of its operations.
(3) In 1992, the Company recognized a $50.0 million loss in connection with
Rainbow Programming's commitment in respect of its venture with NBC
relating to the 1992 Summer Olympics, which the Company paid in January
1993.
(4) In connection with the 1992 V Cable Reorganization (as defined under "The
Company--Cable Television"), the Company redeemed A-R Cable's redeemable
preferred stock on May 11, 1992, incurring a loss of $20 million.
(5) In connection with the 1992 V Cable Reorganization, the Company wrote off
approximately $7.5 million of deferred financing costs related to the debt
of V Cable, Inc. Also, a portion of the Company's deferred financing costs
of approximately $4.8 million in 1992 and $1.0 million in 1993, related to
the replacement of bank debt with subordinated debt, were written off. In
October 1994, the Company entered into a new bank credit agreement and
redeemed $200 million of its reset debentures. The related deferred
financing costs and unamortized discount relating to each were written off
(the portions relating to Cablevision of NYC and Cablevision of New Jersey
amounting to $3.2 million were written off in 1995) and approximately $2.0
million in redemption fees were incurred in connection with the redemption
of the reset debentures. In January 1995, Rainbow Programming amended its
credit agreement to refinance its existing borrowings and to provide funds
for the acquisition of SportsChannel (New York) Associates and Rainbow News
12 Company, resulting in an approximately $2.3 million write-off of
deferred financing costs.
(6) On September 26, 1995, the Company issued 2.5 million shares of the Old
Preferred Stock.
(7) Homes passed is based upon homes passed by cable actually marketed and does
not include multiple dwelling units passed by the cable plant that are not
connected to it.
(8) Basic penetration represents basic service subscribers at the end of the
period as a percentage of homes passed at the end of the period.
(9) Based on recurring service revenues, excluding installation charges and
certain other revenues such as advertising, pay-per-view and home shopping
revenues, for the last month of the period, divided by average basic
subscribers for that month.
15
<PAGE>
SUPPLEMENTAL FINANCIAL AND OPERATING DATA
The following tables set forth information concerning the Company's
Restricted Group (which includes Cablevision of NYC) and Unrestricted Group
(which includes V Cable and Cablevision MFR). The data should be read in
conjunction with the Company's Consolidated Financial Statements and
"Management's Discussion and Analysis".
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
FINANCIAL DATA 1995 1994 1993
-------------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
RESTRICTED GROUP:
STATEMENT OF OPERATIONS DATA:
Net revenues......................... $ 679,025 $ 584,567 $ 495,354
Operating profit before depreciation
and amortization(1)................. 285,323 249,316 215,563
Depreciation and amortization........ 168,067 154,187 111,366
Operating profit..................... 117,256 95,129 104,197
Total interest expense............... 162,340 150,626 137,960
BALANCE SHEET DATA:
Total assets......................... $1,415,777 $1,119,882 $ 838,746
Senior debt.......................... 567,249(2) 969,895(2) 488,128
Subordinated debt.................... 923,608 623,534 822,781
Obligation to related party.......... 192,945 193,079 91,619
Total debt........................... 1,683,802(2) 1,786,508(2) 1,402,528
FINANCIAL RATIOS AND OTHER DATA:
Operating profit before depreciation
and amortization to net revenues.... 42.0% 42.6% 43.5%
Total debt to operating profit before
depreciation and amortization....... 5.9x 7.2x 6.5x
Operating profit before depreciation
and amortization to total interest
expense............................. 1.8x 1.7x 1.6x
Capital expenditures................. $ 234,516 $ 251,078 $ 193,048
UNRESTRICTED CABLE:
STATEMENT OF OPERATIONS DATA:
Net revenues......................... $ 226,130 $ 169,826 $ 137,853
Operating profit before depreciation
and amortization(1)................. 107,093 84,932 65,789
Depreciation and amortization........ 124,488 105,938 80,287
Operating profit (loss).............. (17,395) (21,006) (14,498)
Total interest expense............... 132,264 107,100 94,452
BALANCE SHEET DATA:
Total assets......................... $ 716,399 $ 823,363 $ 536,629
Total debt........................... 1,235,271 1,233,708 832,964
FINANCIAL RATIOS AND OTHER DATA:
Operating profit before depreciation
and amortization to net revenues.... 47.4% 50.0% 47.7%
Total debt to operating profit before
depreciation and amortization....... 11.5x 11.2x(3) 12.7x
Operating profit before depreciation
and amortization to total interest
expense............................. 0.8x 0.8x 0.7x
Capital expenditures................. $ 43,707 $ 24,195 $ 20,304
<CAPTION>
AS OF DECEMBER 31,
---------------------------------------
STATISTICAL DATA 1995 1994 1993
---------------- ---------- ---------- ----------
<S> <C> <C> <C>
RESTRICTED GROUP:
Homes passed(4)...................... 2,549,000 2,138,000 1,731,000
Basic service subscribers at end of
period.............................. 1,512,000 1,243,000 1,029,000
Basic penetration(5)................. 59.3% 58.1% 59.4%
Number of premium television units... 3,375,000 2,699,000 2,557,000
Average number of premium units per
basic subscriber.................... 2.2 2.2 2.5
Average revenue per basic
subscriber(6)....................... $ 38.82 $ 38.29 $ 38.65
UNRESTRICTED CABLE:
Homes passed(4)...................... 779,000 760,000 509,000
Basic service subscribers at end of
period.............................. 549,000 525,000 350,000
Basic penetration(5)................. 70.5% 69.1% 68.7%
Number of premium television units... 615,000 508,000(7) 446,000
Average number of premium units per
basic subscriber.................... 1.1 1.0 1.3
Average revenue per basic
subscriber(6)....................... $ 32.45 $ 31.72 $ 30.56
</TABLE>
(footnotes on following page)
16
<PAGE>
FOOTNOTES
(1) Operating profit before depreciation and amortization is presented here to
provide additional information about the Company's ability to meet future
debt service, capital expenditures and working capital requirements.
Operating profit before depreciation and amortization should be considered
in addition to and not as a substitute for net income and cash flows as
indicators of financial performance and liquidity as reported in accordance
with generally accepted accounting principles.
(2) Excludes Cablevision MFR, Inc. seller note in the amount of approximately
$141.3 million that is guaranteed by the Restricted Group (as defined under
"The Company--Cable Television").
(3) Cablevision MFR, Inc. was acquired in August 1994, and operating profit
before depreciation and amortization for 1994 is annualized for purposes of
preparing financial ratios.
(4) Homes passed is based upon homes passed by cable actually marketed and does
not include multiple dwelling units passed by the cable plant that are not
connected to it.
(5) Basic penetration represents basic service subscribers at the end of the
period as a percentage of homes passed at the end of the period.
(6) Based on recurring service revenues, excluding installation charges and
certain other revenues such as advertising, pay-per-view and home shopping
revenues, for the last month in the period presented, divided by the
average number of basic subscribers for that month.
(7) Reflects the reclassification of units of Madison Square Garden Network
subscribers to non-premium units in February 1994.
17
<PAGE>
RISK FACTORS
Purchase of the New Preferred Stock offered hereby (the "Offering") involves
various risks, including the following principal factors, which, together with
the other matters set forth herein or incorporated by reference herein, should
be carefully considered by prospective investors.
Substantial Indebtedness and High Degree of Leverage. The Company has
incurred substantial indebtedness, primarily to finance acquisitions and
expansion of its operations and, to a lesser extent, for investments in and
advances to affiliates. The Company's consolidated debt plus the Old Preferred
Stock aggregated approximately $3.4 billion at December 31, 1995 ($3.7 billion
on a pro forma basis after giving effect to the transactions described under
"Capitalization") with varying maturities to 2023, including an aggregate of
approximately $808.6 million ($702.1 million on a pro forma basis after giving
effect to the transactions described under "Capitalization") maturing on or
prior to December 31, 2000. See Note 4 of Notes to the Consolidated Financial
Statements.
Net Losses and Stockholders' Deficit. The Company reported net losses for the
years ended December 31, 1995, 1994 and 1993 of $317.5 million, $315.2 million
and $246.8 million, respectively. At December 31, 1995, the Company had a
stockholders' deficiency of $1.9 billion. The losses primarily reflect high
levels of interest expense and depreciation and amortization charges relating
to the depreciation of assets obtained through, and debt incurred to finance,
acquisitions. Interest expense and depreciation and amortization charges
remained at a high level throughout 1993, 1994 and 1995 and will continue at
high levels in 1996 and future years as a result of previously completed,
pending and future acquisitions, expected capital expenditures and additional
investments in the Company's programming operations. The Company expects to
continue incurring substantial losses for at least the next several years. See
"Management's Discussion and Analysis--Liquidity and Capital Resources".
Need for Additional Financing. The Company's business requires substantial
investment on a continuing basis to finance capital expenditures and related
expenses for, among other things, upgrade of the Company's cable plant
(including the need to make cable system upgrades mandated by franchise
authorities), the offering of new services and the servicing, repayment or
refinancing of its indebtedness. The Company will require significant
additional financing, through debt and/or equity issuances, to meet its capital
expenditure plans and to pay its debt and preferred stock obligations. There
can be no assurance that the Company will be able to issue additional debt or
obtain additional equity capital on satisfactory terms, or at all, to meet its
future financing needs. See "Management's Discussion and Analysis--Liquidity
and Capital Resources".
Future Capital Expenditures and Programming Commitments. The Company's cable
systems have commitments for capital expenditures, including major system
upgrades, which will involve substantial expenditures over the next several
years. In addition, the Company, through Rainbow Programming, has entered into
numerous contracts relating to cable television programming, including rights
agreements with professional and other sports teams. These contracts typically
require substantial payments over extended periods of time. See Note 11 of
Notes to Consolidated Financial Statements for a discussion of commitments.
Rainbow Programming has the right to acquire interests in MSG Holdings from
ITT sufficient to equalize the interests of ITT and Rainbow Programming in MSG
Holdings by making certain scheduled payments totalling $250 million (plus
interest on any unpaid portion thereof) on specified dates up to and including
March 17, 1997. See "The Company--Programming Services". The Company and
Rainbow Programming may fund the interest payments on the unpaid portion of the
$250 million amount required to equalize the interests of ITT and Rainbow
Programming in MSG Holdings from available cash balances or amounts borrowed
under the Company's principal bank credit agreement (the "Credit Agreement").
Accordingly, the Company funded an approximate $29 million interest payment on
March 11, 1996 from funds available under the Credit Agreement. The Company has
not yet identified specific funding sources for the up to $250 million that
could be required in connection with the ITT/MSG Holdings transactions. The
Company also has a commitment to fund annual payments to Charles F. Dolan
related to Cablevision of
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New York City ("Cablevision of NYC"). See "Business--Consolidated Cable
Affiliates--Cablevision of New York City" and "Business--Programming
Operations" in the Form 10-K and "Management's Discussion and Analysis--
Liquidity and Capital Resources".
Intangible Assets. The Company had total assets at December 31, 1995 of
approximately $2.5 billion, of which approximately $1.0 billion were intangible
assets, principally franchises, affiliation agreements, excess cost over fair
value of net assets acquired, deferred financing, acquisition and other costs
and deferred interest expense. It is possible that no cash would be recoverable
from the voluntary or involuntary sale of these intangible assets.
Losses on Investments in and Advances to Certain Affiliates. The Company has
made investments in and advances to certain affiliates of which Charles F.
Dolan has substantial ownership interests. At December 31, 1995, advances (less
applicable reserves) to one such affiliate, Atlantic Cable Television
Publishing Corporation ("Atlantic Publishing"), aggregated approximately $16.7
million. Because Mr. Dolan has a substantial interest in Atlantic Publishing,
an inherent conflict of interest exists with respect to such advances. There
can be no assurances that such advances and any amounts accrued with respect
thereto will be fully recovered or that conflicts of interest will not arise
with respect to the recovery of such amounts.
Atlantic Publishing holds a minority equity interest and a debt interest in a
company that publishes cable television guides which are offered to the
Company's subscribers and to other unaffiliated cable television operators. As
of December 31, 1995, the Company had advanced an aggregate of $16.7 million to
Atlantic Publishing, of which approximately $0.5 million was repaid during
1993, $0.6 million was repaid during 1994 and approximately $1.0 million was
repaid during 1995. The Company has written off all advances to Atlantic
Publishing other than approximately $3.1 million. Atlantic Publishing is owned
by a trust for certain Dolan family members; however, the Company has the
option to purchase Atlantic Publishing for an amount equal to the owner's net
investment therein plus interest. The current owner has only a nominal
investment in Atlantic Publishing. See "Business--Other Affiliates--Atlantic
Publishing" in the Form 10-K.
On December 15, 1995, the Company consummated the acquisition of Cablevision
of Boston. In connection with the acquisition, all the subordinated advances
that the Company had made to Cablevision of Boston became intercompany
indebtedness. As part of the acquisition of Cablevision of Boston, the Company
entered into an agreement with Mr. Dolan with respect to Mr. Dolan's 0.5%
general partnership interest in Cablevision of Brookline Limited Partnership
("Cablevision of Brookline"), a partnership affiliated with Cablevision of
Boston. The Company acquired the remaining 99.5% of the partnership interests
in Cablevision of Brookline in the acquisition of Cablevision of Boston. Under
the agreement, the Company has a right of first refusal to acquire Mr. Dolan's
0.5% general partnership interest and a right to acquire such interest on the
earlier to occur of Mr. Dolan's death or January 1, 2002 at the greater of
$10,000 or the book value of such interest at such date. Mr. Dolan's estate has
the right to put the interest to the Company at the same price. Additionally,
in the event of a change of control of the Company or Cablevision of Brookline,
Mr. Dolan will have the right to put his 0.5% general partnership interest in
Cablevision of Brookline to the Company at the greater of (i) prices declining
from $3.9 million for the year ended December 15, 1996 to $10,000 for the year
ended December 15, 2002 and (ii) the book value of such interest on the date of
transfer.
See "Business--Consolidated Cable Affiliates--Cablevision of New York City"
in the Form 10-K for a discussion of the Company's acquisition of substantially
all of Charles F. Dolan's interest in Cablevision of NYC, which was consummated
as described therein in July 1992.
Voting Control by Majority Stockholders; Disparate Voting Rights. As of
December 31, 1995, Charles F. Dolan beneficially owned and possessed sole
voting power with respect to 292,007 shares or 2.1% of the Company's
outstanding Class A Common Stock and 2,346,281 shares or 20.3% of the Company's
outstanding Class B common stock (the "Class B Common Stock" and, collectively
with the Class A Common Stock, the "Common Stock"). In addition, as of December
31, 1995, an aggregate of 4,000,000
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shares or 34.6% of the outstanding Class B Common Stock were held by two
Grantor Retained Annuity Trusts (the "GRA Trusts") established by Mr. Dolan for
estate planning purposes. Mr. Dolan may be deemed to have beneficial ownership
of the shares of Class B Common Stock held by the GRA Trusts due to his right
to reacquire the Class B Common Stock held by the GRA Trusts by substituting
other property of equivalent value, but, until such event, each of the GRA
Trusts, through their co-trustees (who are family members of Mr. Dolan) has the
power to vote and dispose of the shares of Class B Common Stock held by the GRA
Trusts. As a result of his beneficial ownership of the shares held by the GRA
Trusts, as of December 31, 1995, Mr. Dolan beneficially owned 292,007 shares or
2.1% of the Company's outstanding Class A Common Stock and 6,346,281 shares or
54.8% of the Company's outstanding Class B Common Stock. On a combined basis,
these shares represented 25.7% of the total number of shares of both classes of
Common Stock and 49.1% of the total voting power of the classes. Other trusts
established by Mr. Dolan for the benefit of certain Dolan family members, and
as to which Mr. Dolan disclaims beneficial ownership, owned, as of December 31,
1995, an additional 500,000 shares of Class A Common Stock or 3.5% of the Class
A Common Stock and 5,225,928 shares of the Class B Common Stock, or 45.2% of
the Class B Common Stock and 40.6% of the total voting power of all classes of
the Common Stock. As a result of this stock ownership, Dolan family members
have the power to elect all the directors subject to election by holders of the
Class B Common Stock, which directors constitute 75% of the entire Board of
Directors of the Company. Moreover, because holders of Class B Common Stock are
entitled to ten votes per share while holders of Class A Common Stock are
entitled to one vote per share, Dolan family members may control stockholder
decisions on matters in which holders of Class A and Class B Common Stock vote
together as a class. These matters include the amendment of certain provisions
of the Company's certificate of incorporation (the "Certificate of
Incorporation") and the approval of fundamental corporate transactions,
including mergers. In addition, because the affirmative vote or consent of the
holders of at least 66 2/3% of the outstanding shares of the Class B Common
Stock, voting separately as a class, is required to approve (i) the
authorization or issuance of any additional shares of Class B Common Stock and
(ii) any amendment, alteration or repeal of any of the provisions of the
Certificate of Incorporation of the Company which adversely affects the powers,
preferences or rights of the Class B Common Stock, Dolan family members also
have the power to prevent such issuance or amendment. The voting rights of the
Class B Common Stock beneficially owned by Mr. Dolan will not be modified as a
result of any transfer of legal or beneficial ownership thereof.
Restrictive Covenants. The Company's Credit Agreement and certain of the
Company's other debt instruments contain various financial and operating
covenants which, among other things, require the maintenance of certain
financial ratios and restrict the Company's ability to borrow funds from other
sources and to utilize funds for various purposes, including investments in
certain subsidiaries. Violation of the covenants in the Credit Agreement could
result in a default under the Credit Agreement which would permit the bank
lenders thereunder to restrict the Company's ability to borrow undrawn funds
under the Credit Agreement and to accelerate the maturity of borrowings
thereunder. See "Management's Discussion and Analysis--Liquidity and Capital
Resources".
Conflicts of Interest. Charles F. Dolan and trusts for Dolan family interests
have varying economic interests in the Company's affiliates. Mr. Dolan and
other officers and directors of the Company are also officers and directors of
affiliated companies. Such officers and directors of the Company devote such
time to the business of the Company as is reasonably required; however, they
have other responsibilities which require various amounts of their time and
which could conflict with their duties to the Company.
Risks Related to Regulation. The Company's cable television operations may be
adversely affected by government regulation, the impact of competitive forces
and technological changes. In 1992, Congress enacted the 1992 Cable Act, which
represented a significant change in the regulatory framework under which cable
television systems operate. In April 1993 and February 1994, the FCC ordered
reductions in cable television rates. In June 1995, a Federal appeals court
upheld the material aspects of the FCC's rate regulation scheme. Congress has
enacted legislation (the "Telecommunications Act of 1996") that relaxes the
regulation
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of cable television rates. See "Business--Cable Television Operations--
Competition" and "Business--Cable Television Operations--Regulation" and
"Recent Developments--Impact of Pending Telecommunications Legislation on FCC
Cable Rate Regulation" in the Form 10-K.
Risk of Competition. Cable operators compete with a variety of distribution
systems, including broadcast television stations, multichannel multipoint
distribution services ("MMDS"), satellite master antenna systems ("SMATV"),
direct broadcast satellite systems ("DBS"), and private home dish earth
stations. For example, CAI Wireless Systems, Inc., an MMDS operator, has
received investments from Bell Atlantic Corporation and NYNEX Corporation and
owns operating systems or spectrum rights in a significant portion of the
Company's systems. In addition, three DBS systems are now operational in the
United States and recently AT&T Corp. announced an investment in Hughes
Electronics Corp.'s DirecTv Inc. A venture of MCI and News Corp. recently
acquired the rights to launch and operate a fourth DBS system. The 1992 Cable
Act prohibits a cable programmer that is owned by or affiliated with a cable
operator (such as Rainbow Programming) from unreasonably discriminating among
or between cable operators and other multichannel video distribution systems
with respect to the price, terms and conditions of sale or distribution of the
programmer's service and from unreasonably refusing to sell service to any
multichannel video programming distributor. Cable systems also compete with the
entities that make videotaped movies and programs available for home rental.
The 1992 Cable Act regulates the ownership by cable operators of MMDS and
SMATV. Under the Telecommunications Act of 1996, these cross-ownership
provisions do not apply to any cable operator in a franchise area in which a
cable operator faces competition from video programming distributors meeting
certain statutory requirements. In July 1992, the FCC voted to authorize
additional competition to cable television by video programmers using broadband
common carrier facilities constructed by telephone companies. The FCC allowed
telephone companies to take ownership interests of up to 5% in such
programmers. The FCC also reaffirmed an earlier holding, upheld on appeal by a
Federal appeals court, that programmers using such a telephone company-provided
"video dialtone" system would not need to obtain a state or municipal
franchise. Several telephone companies have sought approval from the FCC to
build such "video dialtone" systems. Such a system has been proposed in several
communities in which the Company currently holds a cable franchise and several
of such systems have been approved by the FCC. The Telecommunications Act of
1996 repeals the "video dialtone" rules, but gives telephone companies (and
cable companies, to the extent permitted by the FCC) the option of providing
video programming to subscribers through "open video systems" that closely
resemble video dialtone systems and that would not require a local cable
franchise. Additional competition to cable systems is possible if the FCC
authorizes the licensing of local multipoint distribution services ("LMDS").
The FCC has proposed to license this type of service to providers.
Competition from Telephone Companies. The 1984 Cable Act bars co-ownership of
telephone companies and cable television systems operating in the same service
areas ("cable-telco cross-ownership prohibition"). Numerous Federal district
courts have held this prohibition to be unconstitutional. Several of these
decisions have been upheld on appeal and a number of other decisions are
pending on appeal in various Federal appellate courts. The United States
Supreme Court is expected to rule on the constitutionality of the prohibition
during the 1995-96 term. Neither the 1984 Cable Act nor the 1992 Cable Act bars
a telephone company from acquiring cable systems outside its telephone service
area, and several Regional Bell operating companies have purchased or made
investments in cable systems. The Telecommunications Act of 1996 permits a
telephone company to provide video programming directly to subscribers in its
telephone service territory, subject to certain regulatory requirements, but
generally prohibits a telephone company from acquiring an in-region cable
operator, except in certain small markets under certain circumstances. See
"Business--Cable Television Operations--Regulation" in the Form 10-K.
Risk of Non-Exclusive Franchises and Franchise Renewals. The Company's cable
television systems are operated primarily under nonexclusive franchise
agreements with local government franchising authorities, in some cases with
the approval of state cable television authorities. The Company's business is
dependent on its ability to obtain and renew its franchises. Although the
Company has never lost a franchise as a result of
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a failure to obtain a renewal, its franchises are subject to non-renewal or
termination under certain circumstances. In certain cases, franchises have not
been renewed at expiration and the Company operates under temporary licenses
while negotiating renewal terms with the franchising authorities. See
"Business--Cable Television Operations--Franchises" in the Form 10-K.
Risks Related to the New Preferred Stock and the Exchange Debentures.
Absence of Public Market. The New Preferred Stock is a new security for which
there currently is no market. Although Bear, Stearns & Co. Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, the
initial purchasers of the Old Preferred Stock (collectively, the "Initial
Purchasers"), have informed the Company that they currently intend to make a
market in the Old Preferred Stock, the New Preferred Stock and, if issued, the
Exchange Debentures, they are not obligated to do so and any such market making
may be discontinued at any time without notice. Accordingly, there can be no
assurance as to the development or liquidity of any market for the New
Preferred Stock and, if issued, the Exchange Debentures. The Company does not
intend to apply for listing of the New Preferred Stock or, if issued, the
Exchange Debentures on any securities exchange or for quotation through the
National Association of Securities Dealers Automated Quotation System.
Restrictions on Company's Ability to Pay Dividends on the New Preferred
Stock. Certain of the Company's debt instruments contain covenants that
restrict the Company's ability to pay, or may prevent the payment of, dividends
on the New Preferred Stock. In addition, under Delaware law, dividends on
capital stock may only be paid from "surplus" or if there is no surplus from
the corporation's net profits for the then current or the preceding fiscal
year. The Company does not anticipate having net profits for the foreseeable
future and its ability to pay dividends on the New Preferred Stock will require
the availability of adequate "surplus", which is defined as the excess, if any,
of the Company's net assets (total assets less total liabilities) over its
capital (generally the par value of its issued capital stock). As of December
31, 1995, the Company's total liabilities, including deficit investment in
affiliates and Old Preferred Stock, exceeded its total assets by $1.9 billion.
Accordingly, in connection with dividend payments on the New Preferred Stock,
the Company's Board of Directors will have to determine that the Company has
adequate surplus on the basis of valuations of the Company's assets at higher
amounts than are reflected in the Company's financial statements. There can be
no assurance that the Company's Board of Directors will be able to make such
determination and that adequate surplus will be available to pay dividends on
the New Preferred Stock.
Certain Federal Income Tax Consequences. The Company believes that it does
not presently have any current or accumulated earnings and profits as
determined under United States federal income tax principles and that it is
unlikely to have current or accumulated earnings and profits for the
foreseeable future. As a result, until such time as the Company does have
earnings and profits, distributions on the New Preferred Stock will be treated
as a nontaxable return of capital and will be applied against and reduce the
adjusted tax basis of the New Preferred Stock in the hands of each holder (but
not below zero), thus increasing the amount of any gain (or reducing the amount
of any loss) which would otherwise be realized by such holder upon the
disposition of such New Preferred Stock. Consequently, distributions with
respect to the New Preferred Stock will not qualify as dividends for federal
income tax purposes and, as a result, will not be eligible for the dividends-
received deduction.
THE COMPANY
The Company is one of the largest operators of cable television systems in
the United States, with approximately 2,723,000 subscribers in 19 states as of
December 31, 1995 based on the number of basic subscribers in systems which the
Company manages and which it owns or in which it has investments. The Company
also has ownership interests in companies that produce and distribute national
and regional programming services and provide advertising sales services for
the cable television industry.
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For financing purposes, the Company is structured as a restricted group
(collectively, the "Restricted Group") and an unrestricted group of
subsidiaries. The Restricted Group consists of Cablevision Systems Corporation
and certain of its subsidiaries, including Cablevision of NYC and, as of
December 15, 1995, a subsidiary holding the cable television assets previously
a part of Cablevision of Boston Limited Partnership ("Cablevision of Boston").
The unrestricted group of subsidiaries consists primarily of V Cable, Inc. ("V
Cable"), Cablevision MFR, Inc. ("Cablevision MFR" and, collectively with V
Cable, "Unrestricted Cable") and Rainbow Programming Holdings, Inc., (including
Rainbow Advertising Sales Corporation ("Rainbow Advertising"), American Movie
Classics ("AMCC") and SportsChannel Associates (New York) ("SportsChannel New
York")) (collectively, "Rainbow Programming"). In addition, the Company has an
unrestricted group of investments, consisting of investments in A-R Cable
Services, Inc. ("A-R Cable"), U.S. Cable Television Group, L.P. ("U.S. Cable"),
Cablevision of Framingham Holding, Inc. ("CFHI"), A-R Cable Partners and
Cablevision of Newark. The Company's unrestricted subsidiaries and investments
are collectively referred to herein as the "Unrestricted Group". The Restricted
Group and each member of the Unrestricted Group that operates cable television
systems are individually and separately financed. The indebtedness of V Cable
and A-R Cable is non-recourse to the Company, other than with respect to the
capital stock of such entities owned by the Company. Rainbow Programming's cash
requirements have been financed to date by the Restricted Group, by sales of
equity interests in the programming businesses and, as set forth below under
"--Programming Services", through separate external debt financing. See
"Management's Discussion and Analysis--Liquidity and Capital Resources" for a
discussion of the restrictions on investments by the Restricted Group and
certain other matters.
STRATEGY
The Company's strategy has been to concentrate its cable television systems
in and around two major metropolitan areas, New York City and Cleveland, Ohio,
with a view to being the largest cable provider in each of these markets; to
maximize its revenue per subscriber through the use of "tiered" packaging
strategies for marketing premium services; to develop and promote niche
programming services; and to remain an industry leader in upgrading the
technological capabilities of its systems.
The Company believes that its cable television systems on Long Island, New
York comprise the largest contiguous group of cable television systems under
common ownership in the United States (measured by number of subscribers). By
developing systems in and around major metropolitan areas, including expansion
through acquisitions in areas in which the Company has existing systems, the
Company has been able to realize economies of scale in the operation and
management of its systems, and capitalize on opportunities to create and market
programming of regional interest.
Through the current and planned upgrade of its cable plant, including the
utilization of fiber optic cable and associated electronics, the Company is
seeking to significantly increase its analog channel capacity and add new
digital channel capacity that will facilitate the development of such adjunct
new businesses as information services, interactive services, including
Internet access, video on demand, near video on demand, residential telephony
and commercial telephony. To implement successfully and roll out these adjunct
new businesses beyond the initial development phases, the Company will require
additional capital from the sale of equity in the capital markets or to a
strategic investor.
CABLE TELEVISION
The cable television systems that are majority owned and managed by the
Company (the "Company's cable televisions systems") served approximately
2,061,000 subscribers as of December 31, 1995 in New York, Ohio, Connecticut,
New Jersey, Michigan and Massachusetts. In addition, the Company has non-
majority investments in and manages cable television systems which served
approximately 662,000 subscribers as of December 31, 1995 in Alabama, Arkansas,
Florida, Illinois, Kansas, Kentucky, Maine, Massachusetts, Mississippi,
Missouri, New Jersey, New York, North Carolina, Oklahoma, Pennsylvania and
Tennessee. The Company's cable television systems have generally been
characterized by relatively high revenues per
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subscriber ($37.07 for December 1995) and ratios of premium service units to
basic subscribers (1.9:1 for December 1995). In calculating revenue per
subscriber, the Company includes only recurring service revenues and excludes
installation charges and certain other revenues such as advertising, pay-per-
view and home shopping revenues.
The cable television operations in the Restricted Group served approximately
1,512,000 subscribers as of December 31, 1995, primarily on Long Island, New
York, in New York City, in Connecticut (principally Fairfield County), in
northern New Jersey, in Westchester County, New York and in Cleveland, Ohio.
The revenue per subscriber and ratio of premium service units to basic
subscribers for cable television systems in the Restricted Group for December
1995 were $38.82 and 2.2:1, respectively.
The cable television operations in Unrestricted Cable served approximately
549,000 subscribers as of December 31, 1995 and are conducted through the
Company's unrestricted subsidiaries, V Cable and Cablevision MFR, and through
its unrestricted investments, consisting of A-R Cable, U.S. Cable, CFHI, A-R
Cable Partners and Cablevision of Newark. The revenue per subscriber and ratio
of premium service units to basic subscribers for the Company's unrestricted
subsidiaries for December 1995 were $32.45 and 1.1:1, respectively.
In August 1994, Cablevision MFR, a wholly-owned subsidiary of the Company,
acquired substantially all of the assets of Monmouth Cablevision Associates
("Monmouth Cable") and Riverview Cablevision Associates, L.P. ("Riverview
Cable"), consisting of cable television systems in New Jersey. Also in August
1994, CFHI, a corporation jointly owned by the Company and E.M. Warburg Pincus
Investors, L.P., acquired substantially all of the assets of Framingham
Cablevision Associates Limited Partnership ("Framingham Cable"), consisting of
a cable television system in Massachusetts. Additionally, in June 1994, a
partnership comprised of subsidiaries of the Company and E.M. Warburg, Pincus &
Co. Inc. completed the purchase of certain assets of Nashoba Communications, a
group of three limited partnerships that operate three cable television systems
in Massachusetts.
V Cable was formed by the Company in February 1989, principally in the
suburbs of Cleveland, Ohio and on Long Island. As described under "Business--
Consolidated Cable Affiliates--V Cable" in the Form 10-K, the Company
consummated a significant restructuring and reorganization involving V Cable
and U.S. Cable (the "1992 V Cable Reorganization") on December 31, 1992. See
also "Recent Developments--V Cable Transactions" in the Form 10-K for a
description of certain transactions involving V Cable.
PROGRAMMING SERVICES
The Company conducts its programming activities through Rainbow Programming,
its wholly-owned subsidiary and member of the Unrestricted Group, and through
subsidiaries of Rainbow Programming in partnership with certain unaffiliated
entities, including National Broadcasting Company, Inc. ("NBC") and Liberty
Media Corporation ("Liberty"). Rainbow Programming's businesses include eight
regional SportsChannel services, four national entertainment services, AMCC,
Bravo Network ("Bravo"), MuchMusic ("MM") and the Independent Film Channel
("IFC")), Rainbow News 12 (a regional news service serving Long Island) and the
national backdrop sports services of Prime SportsChannel Networks ("Prime
SportsChannel"). Rainbow Programming also owns an interest in Madison Square
Garden Corporation ("MSG"). Rainbow Programming's SportsChannel services
provide regional sports programming to the New York, Philadelphia, New England,
Chicago, Cincinnati, Cleveland, San Francisco and Florida areas. AMCC is a
national program service featuring classic, unedited and non-colorized films
from the 1930s through the 1970s. Bravo is a national program service offering
international films and performing arts programs, including jazz, dance,
classical music, opera and theatrical programs. See "Business--Programming
Operations--General" in the Form 10-K. MM is a Canadian music service featuring
music primarily from Canadian artists. IFC is a national program service that
airs independent films made outside the traditional Hollywood system.
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In March 1995, MSG Holdings, L.P. ("MSG Holdings"), a partnership among
subsidiaries of Rainbow Programming and subsidiaries of ITT Corporation, a
Delaware corporation ("ITT"), acquired the business and assets of MSG in a
transaction in which MSG merged with and into MSG Holdings. MSG owns the
Madison Square Garden Arena and the adjoining Paramount Theater, the New York
Rangers professional hockey team, the New York Knicks professional basketball
team and the Madison Square Garden Network, a sports programming network with
over five million subscribers. The purchase price paid by MSG Holdings for MSG
was $1,009.1 million. The name of MSG Holdings has been changed to Madison
Square Garden, L.P.
MSG Holdings funded the purchase price of the acquisition through (i)
borrowings of $289.1 million under a $450 million credit agreement among MSG
Holdings, various lending institutions and Chemical Bank as administrative
agent, (ii) an equity contribution from Rainbow Programming of $110 million,
and (iii) an equity contribution from ITT of $610 million. ITT, Rainbow
Programming and the Company are parties to an agreement made as of August 15,
1994 (as amended, the "Bid Agreement") that, as amended, provides Rainbow
Programming the right to acquire interests in MSG Holdings from ITT sufficient
to equalize the interests of ITT and Rainbow Programming in MSG Holdings by
making certain scheduled payments totalling $250 million (plus interest on any
unpaid portion thereof) on specified dates up to and including March 17, 1997.
Rainbow Programming may acquire all or part of such interests in MSG Holdings
through (i) the payment of cash to ITT, (ii) the delivery to ITT, at the
option of the Company, of common or preferred stock of the Company (together
with the commitment of a nationally recognized underwriter to promptly
purchase such common or preferred stock for cash), or a combination of cash
and common or preferred stock (with such a commitment), or (iii) the delivery
to ITT, at the option of ITT, subject to certain conditions and in lieu of
payment of a limited amount of the required cash or common or preferred stock
for the purchase of a portion of such interests, of certain designated
programming interests of Rainbow Programming. If any scheduled payment is not
made on the applicable due date, then Rainbow Programming will forfeit (a) its
right to equalize the interests in MSG Holdings and (b) certain minority
rights. The Company and Rainbow Programming may fund the interest payments on
the unpaid portion of the $250 million amount required to equalize the
interests of ITT and Rainbow Programming in MSG Holdings from available cash
balances or from funds available from the Credit Agreement. Accordingly, the
Company funded an approximately $29 million interest payment on March 11, 1996
from funds available under the Credit Agreement. If certain conditions are met
and Rainbow Programming has forfeited its right to equalize the interests in
MSG Holdings, then Rainbow Programming will also have the right to require ITT
to purchase all of Rainbow Programming's interest in MSG Holdings for an
amount equal to (i) the price paid by Rainbow Programming for such interest
plus (ii) all interest paid by Rainbow Programming on the unpaid portion of
the $250 million of scheduled payments (as described above).
Initially MSG Holdings will be managed on a 50-50 basis by Rainbow
Programming and ITT. If, as discussed above, Rainbow Programming does not
equalize the interests in MSG Holdings, its management role will be
effectively eliminated. Rainbow Programming also has the right to voluntarily
relinquish any power to direct the management and policies of MSG Holdings. In
connection with obtaining the consent of the National Hockey League (the
"NHL") and the National Basketball Association (the "NBA") to the indirect
transfers of the New York Rangers and the New York Knickerbockers,
respectively, resulting from the merger, the Company and Rainbow Programming
entered into agreements with the NHL and the NBA agreeing, among other
matters, to conduct themselves in accordance with the relevant rules of each
league.
ADVERTISING SERVICES
Rainbow Advertising sells advertising time to national, regional and local
advertisers on behalf of the Company's cable television systems and the
SportsChannel and Rainbow News 12 Company programming services, as well as on
behalf of unaffiliated cable television systems.
25
<PAGE>
USE OF PROCEEDS
The Company will not receive any cash proceeds from the issuance of the New
Preferred Stock offered hereby. In consideration for issuing the New Preferred
Stock as contemplated in this Prospectus, the Company will receive in exchange
a like number of shares of Old Preferred Stock with a like aggregate
liquidation preference, the terms of which are identical in all material
respects to the New Preferred Stock. The Old Preferred Stock surrendered in
exchange for the New Preferred Stock will be retired and cancelled and cannot
be reissued. Accordingly, issuance of the New Preferred Stock will not result
in any change in capitalization of the Company.
The net proceeds received by the Company from the offering of the Old
Preferred Stock were $239.3 million. The Company applied approximately $103.1
million of such net proceeds to the redemption of the Company's outstanding
Series E Redeemable Convertible Exchangeable Preferred Stock (the "Series E
Preferred Stock") and the remainder to the repayment of borrowings under the
Company's Credit Agreement. All of the borrowings repaid may be reborrowed
under the Credit Agreement and the Company expects to reborrow such amount in
the future for general corporate purposes. See "Management's Discussion and
Analysis--Liquidity and Capital Resources" for information concerning the
Company's significant expected expenditures.
26
<PAGE>
THE EXCHANGE OFFER
GENERAL
In connection with the sale of the Old Preferred Stock, the purchasers
thereof became entitled to the benefits of certain registration rights (the
"Registration Rights"). Pursuant to the agreement governing the Registration
Rights (the "Registration Rights Agreement"), the Company agreed (x) within 30
days after September 26, 1995 to file a registration statement (the "Exchange
Offer Registration Statement") with the Securities and Exchange Commission (the
"Commission") with respect to a registered offer to exchange the Old Preferred
Stock for the New Preferred Stock, which will have terms identical to the Old
Preferred Stock (except that the New Preferred Stock will not contain terms
with respect to transfer restrictions and the terms of the New Preferred Stock
clarify the calculation of the Make-Whole Premium applicable to an optional
redemption following a Change of Control) and (y) to use its best efforts to
cause the Exchange Offer Registration Statement to become effective within 120
days after September 26, 1995. Upon the Exchange Offer Registration Statement
being declared effective, the Company will offer the New Preferred Stock in
exchange for surrender of the Old Preferred Stock. The Company will keep the
Exchange Offer open for not less than 30 days (or longer if required by
applicable law) after the date notice of the Exchange Offer is mailed to the
holders of the Old Preferred Stock. For each share of Old Preferred Stock
surrendered to the Company pursuant to the Exchange Offer, the holder of such
Old Preferred Stock will receive a share of New Preferred Stock having a
liquidation preference equal to that of the surrendered Old Preferred Stock.
Under existing interpretations of the staff of the Commission, the New
Preferred Stock would in general be freely transferable after the Exchange
Offer without further registration under the Securities Act by holders thereof
(other than a "Restricted Holder," being (i) a broker-dealer who purchases such
New Preferred Stock directly from the Company to resell pursuant to Rule 144A
or any other available exemption under the Securities Act or (ii) a person that
is an affiliate of the Company within the meaning of Rule 405 under the
Securities Act), without compliance with the registration and prospectus
delivery provisions of the Securities Act provided that such New Preferred
Stock is acquired in the ordinary course of such holders' business and such
holders have no arrangements with any person to participate in the distribution
of such New Preferred Stock. Eligible holders wishing to accept the Exchange
Offer must represent to the Company that such conditions have been met. Each
broker-dealer that receives New Preferred Stock for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new Preferred Stock.
In the event that applicable interpretations of the staff of the Commission
would not permit the Company to effect the Exchange Offer or, if for any other
reason the Exchange Offer was not consummated within 180 days of the issuance
of the Old Preferred Stock, the Company agreed to use its best efforts to cause
to become effective a shelf registration statement (the "Shelf Registration
Statement") with respect to the resale of the Old Preferred Stock and to keep
the Shelf Registration Statement effective until three years after the date of
issuance of the Old Preferred Stock or such shorter period to terminate once
all the Old Preferred Stock covered by the Shelf Registration Settlement have
been sold pursuant to such Shelf Registration Statement.
Each holder of Old Preferred Stock who wishes to exchange Old Preferred Stock
for New Preferred Stock in the Exchange Offer will be required to make certain
representations, including that (i) it is neither an affiliate of the Company
nor a broker-dealer tendering Old Preferred Stock acquired directly from the
Company for its own account, (ii) any shares of New Preferred Stock to be
received by it were acquired in the ordinary course of its business and (iii)
at the time of commencement of the Exchange Offer, it has no arrangement with
any person to participate in the distribution (within the meaning of the
Securities Act) of the New Preferred Stock. In addition, in connection with any
resales of New Preferred Stock, any broker-dealer (a "Participating Broker-
Dealer") who acquired Old Preferred Stock for its own account as a result of
market-making activities or other trading activities must deliver a prospectus
meeting the requirements of the Securities Act. The Commission has taken the
position that Participating Broker-Dealers may fulfill their prospectus
delivery requirements with respect to the New Preferred Stock (other than a
resale of an unsold
27
<PAGE>
allotment from the original sale of Old Preferred Stock) with the prospectus
contained in the Exchange Offer Registration Statement. Under the Registration
Rights Agreement, the Company is required to allow Participating Broker-Dealers
and other persons, if any, subject to similar prospectus delivery requirements
to use the prospectus contained in the Exchange Offer Registration Statement in
connection with the resale of such New Preferred Stock. The Company also agreed
that in the event that either (i) the Exchange Offer Registration Statement was
not filed with the Commission on or prior to the 30th calendar day following
the date of original issue of the Old Preferred Stock, or (ii) the Exchange
Offer was not consummated or a Shelf Registration Statement was not declared
effective on or prior to the 180th calendar day following the date of original
issue of the Old Preferred Stock, the dividend rate borne by the Old Preferred
Stock would be increased by one-quarter of one percent per annum for the first
30 days following such 30-day period in the case of (i) above or the first 90
days following such 180-day period in the case of (ii) above. Such dividend
rate would increase by an additional one-quarter of one percent per annum at
the beginning of each subsequent 30-day period in the case (i) above, or 90-day
period in the case of (ii) above, up to a maximum aggregate increase of one
percent per annum. The Company agreed that upon (x) the filing of the Exchange
Offer Registration Statement or (y) the consummation of the Exchange Offer or
the effectiveness of the Shelf Registration Statement, as the case may be, the
dividend rate borne by the Old Preferred Stock would be reduced to the original
dividend rate. The Exchange Offer Registration Statement was filed within 30
days of the date of original issue of the Old Preferred Stock, and thus no
increase in the interest rate borne by the Old Preferred Stock has been made
under (i) above. Because the Exchange Offer will not be consummated by the
180th calendar day following the date of the original issue of the Old
Preferred Stock, the dividend rate borne by the Old Preferred Stock increased
by one-quarter of one percent per annum under (ii) above on and from March 24,
1996.
In the event an exchange offer is consummated, the Company will not be
required under the Registration Rights Agreement to file a Shelf Registration
Statement to register any outstanding Old Preferred Stock, and the dividend
rate on such Old Preferred Stock will be reduced to its initial level of 11
3/4%. The Exchange Offer shall be deemed to have been consummated upon the
earlier to occur of (i) the Company having exchanged New Preferred Stock for
all outstanding Old Preferred Stock (other than Old Preferred Stock held by a
Restricted Holder) pursuant to the Exchange Offer and (ii) the Company having
exchanged, pursuant to the Exchange Offer, New Preferred Stock for all Old
Preferred Stock that has been tendered and not withdrawn on the date that is 30
days following the commencement of such Exchange Offer. In such event, holders
of Old Preferred Stock seeking liquidity in their investment would have to rely
on exemptions to registration requirements under the securities laws, including
the Securities Act. See "Description of New Preferred Stock--Registration
Rights Agreement" and "Risk Factors".
Upon the terms and subject to the conditions set forth in this Prospectus and
in the accompanying Letter of Transmittal, the Company will accept all Old
Preferred Stock properly tendered prior to 5:00 p.m., New York City time, on
the Expiration Date. The Company will issue one share of New Preferred Stock
with a liquidation preference of $100 in exchange for each one share of issued
and outstanding Old Preferred Stock with a liquidation preference of $100
accepted in the Exchange Offer.
Based on no-action letters issued by the staff of the Commission to third
parties, the Company believes that the New Preferred Stock issued pursuant to
the Exchange Offer in exchange for Old Preferred Stock may be offered for
resale, resold and otherwise transferred by holders thereof (other than any
such holder that is an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act) without compliance with the registration and
prospectus delivery requirements of the Securities Act provided that such New
Preferred Stock is acquired in the ordinary course of such holders' business
and such holders have no arrangement with any person to participate in the
distribution of such New Preferred Stock. Any holder of Old Preferred Stock who
tenders in the Exchange Offer for the purpose of participating in a
distribution of the New Preferred Stock could not rely on such interpretation
by the staff of the Commission and must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction. Each broker-dealer that receives New Preferred Stock for
its own account in exchange
28
<PAGE>
for Old Preferred Stock, where such Old Preferred Stock was acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Preferred Stock. See "Plan of Distribution".
As of the date of this Prospectus, 2,653,367 shares of Old Preferred Stock
with an aggregate liquidation preference of $265,336,700 is issued and
outstanding. In connection with the issuance of the Old Preferred Stock, the
Company arranged for the Old Preferred Stock to be eligible for trading in the
Private Offering, Resale and Trading through Automated Linkages (PORTAL)
Market, the National Association of Securities Dealers' screen based, automated
market trading of securities eligible for resale under Rule 144A.
This Prospectus, together with the accompanying letter of transmittal (the
"Letter of Transmittal"), is being sent to all registered holders as of March
, 1996 (the "Record Date").
The Company shall be deemed to have accepted validly tendered Old Preferred
Stock when, as and if the Company has given oral or written notice thereof to
Mellon Securities Trust Company (the "Exchange Agent"). See "Exchange Agent."
The Exchange Agent will act as agent for the tendering holders of Old Preferred
Stock for the purpose of receiving New Preferred Stock from the Company and
delivering New Preferred Stock to such holders.
If any shares of tendered Old Preferred Stock are not accepted for exchange
because of an invalid tender or the occurrence of certain other events set
forth herein, certificates for any such unaccepted Old Preferred Stock will be
returned, without expense, to the tendering holder thereof as promptly as
practicable after the Expiration Date.
Holders of Old Preferred Stock who tender in the Exchange Offer will not be
required to pay brokerage commissions or fees or, subject to the instructions
in the Letter of Transmittal, transfer taxes with respect to the exchange of
Old Preferred Stock pursuant to the Exchange Offer. The Company will pay all
such charges and expenses, other than certain applicable taxes, in connection
with the Exchange Offer. See "Fees and Expenses".
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The term "Expiration Date" shall mean May , 1996 unless the Company, in its
sole discretion, extends the Exchange Offer to a date not later than June ,
1996, in which case the term "Expiration Date" shall mean the latest date to
which the Exchange Offer is extended. The maximum period that the Exchange
Offer will remain in effect shall be from the date of this Prospectus until the
Expiration Date.
In order to extend the Expiration Date, the Company will notify the Exchange
Agent of any extension by oral or written notice and will mail to the record
holders of Old Preferred Stock an announcement thereof, each prior to 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. Such announcement may state that the Company is
extending the Exchange Offer for a specified period of time.
The Company reserves the right (i) to delay acceptance of any Old Preferred
Stock, to extend the Exchange Offer or to terminate the Exchange Offer and to
refuse to accept Old Preferred Stock not previously accepted, if any of the
conditions set forth herein under "Termination" shall have occurred and shall
not have been waived by the Company (if permitted to be waived by the Company),
by giving oral or written notice of such delay, extension or termination to the
Exchange Agent, and (ii) to amend the terms of the Exchange Offer in any manner
deemed by it to be advantageous to the holders of the Old Preferred Stock. Any
such delay in acceptance, extension, termination or amendment will be followed
as promptly as practicable by oral or written notice thereof. If the Exchange
Offer is amended in a manner determined by the Company to constitute a material
change, the Company will promptly disclose such amendment in a manner
reasonably calculated to inform the holders of the Old Preferred Stock of such
amendment.
Without limiting the manner in which the Company may choose to make public
announcements of any delay in acceptance, extension, termination or amendment
of the Exchange Offer, the Company shall have no obligation to publish,
advertise, or otherwise communicate any such public announcement, other than by
making a timely release to the Dow Jones News Service.
29
<PAGE>
DIVIDENDS ON THE NEW PREFERRED STOCK
Dividends on the New Preferred Stock will accumulate from the Accrual Date,
payable quarterly in arrears on January 1, April 1, July 1 and October 1, of
each year commencing on July 1, 1996, at the rate of 11 3/4% per annum out of
legally available funds. Holders of Old Preferred Stock whose Old Preferred
Stock are accepted for exchange will be deemed to have waived the right to
receive any payment in respect of dividends on the Old Preferred Stock
accumulated from the Accrual Date until the date of the issuance of the New
Preferred Stock.
PROCEDURES FOR TENDERING
To tender in the Exchange Offer, a holder must complete, sign and date the
Letter of Transmittal, or a facsimile thereof, have the signatures thereon
guaranteed if required by the Letter of Transmittal, and mail or otherwise
deliver such Letter of Transmittal or such facsimile, together with the Old
Preferred Stock and any other required documents, to the Exchange Agent prior
to 5:00 p.m., New York City time, on the Expiration Date.
The tender by a holder of Old Preferred Stock will constitute an agreement
between such holder and the Company in accordance with the terms and subject to
the conditions set forth herein and in the Letter of Transmittal.
Delivery of all documents must be made to the Exchange Agent at its address
set forth herein. Holders may also request that their respective brokers,
dealers, commercial banks, trust companies or nominees effect such tender for
such holders.
The method of delivery of Old Preferred Stock and the Letter of Transmittal
and all other required documents to the Exchange Agent is at the election and
risk of the holders. Instead of delivery by mail, it is recommended that
holders use an overnight or hand delivery service. In all cases, sufficient
time should be allowed to assure timely delivery. No Letter of Transmittal or
Old Preferred Stock should be sent to the Company.
Only a holder of Old Preferred Stock may tender such Old Preferred Stock in
the Exchange Offer. The term "holder" with respect to the Exchange Offer means
any person in whose name the Old Preferred Stock is registered on the books of
the Company or any other person who has obtained a properly completed stock
power from the registered holder.
Holders of Old Preferred Stock who wish to tender additional shares of Old
Preferred Stock received on January 2, 1996 or April 1, 1996 as a dividend
payment with respect to the Old Preferred Stock may do so.
Any beneficial holder whose shares of Old Preferred Stock are registered in
the name of his broker, dealer, commercial bank, trust company or other nominee
and who wishes to tender should contact such registered holder promptly and
instruct such registered holder to tender on his behalf. If such beneficial
holder wishes to tender on his own behalf, such beneficial holder must, prior
to completing and executing the Letter of Transmittal and delivering his Old
Preferred Stock, either make appropriate arrangements to register ownership of
the Old Preferred Stock in such holder's name or obtain a properly completed
stock power from the registered holder. The transfer of record ownership may
take considerable time.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (an "Eligible Institution") unless the Old
Preferred Stock tendered pursuant thereto is tendered (i) by a registered
holder who has not completed the box entitled "Special Issuance Instructions"
or "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution.
30
<PAGE>
If the Letter of Transmittal is signed by a person other than the registered
holder of any Old Preferred Stock listed therein, such Old Preferred Stock must
be endorsed or accompanied by appropriate stock powers which authorize such
person to tender the Old Preferred Stock on behalf of the registered holder, in
either case signed as the name of the registered holder or holders appears on
the Old Preferred Stock.
If the Letter of Transmittal or any Old Preferred Stock or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by
the Company, evidence satisfactory to the Company of their authority to so act
must be submitted with the Letter of Transmittal.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of the tendered Old Preferred Stock will be
determined by the Company in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any and
all Old Preferred Stock not properly tendered or any Old Preferred Stock the
Company's acceptance of which would, in the opinion of counsel for the Company,
be unlawful. The Company also reserves the absolute right to waive any
irregularities or conditions of tender as to particular Old Preferred Stock.
The Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Preferred Stock must be cured within such time
as the Company shall determine. Neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Old Preferred Stock nor shall any of
them incur any liability for failure to give such notification. Tenders of Old
Preferred Stock will not be deemed to have been made until such irregularities
have been cured or waived. Any Old Preferred Stock received by the Exchange
Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned without cost by
the Exchange Agent to the tendering holder of such Old Preferred Stock unless
otherwise provided in the Letter of Transmittal, as soon as practicable
following the Expiration Date.
In addition, the Company reserves the right in its sole discretion to (a)
purchase or make offers for any Old Preferred Stock that remain outstanding
subsequent to the Expiration Date, or, as set forth under "Termination," to
terminate the Exchange Offer and (b) to the extent permitted by applicable law,
purchase Old Preferred Stock in the open market, in privately negotiated
transactions or otherwise. The terms of any such purchases or offers may differ
from the terms of the Exchange Offer.
GUARANTEED DELIVERY PROCEDURES
Holders who wish to tender their Old Preferred Stock and (i) whose Old
Preferred Stock is not immediately available, or (ii) who cannot deliver their
Old Preferred Stock, the Letter of Transmittal or any other required documents
to the Exchange Agent prior to the Expiration Date, or (iii) who cannot
complete the procedure for book-entry transfer on a timely basis, may effect a
tender if:
(a) The tender is made through an Eligible Institution;
(b) Prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the holder of the Old Preferred
Stock, the certificate number or numbers of such Old Preferred Stock and
the number of shares of Old Preferred Stock tendered, stating that the
tender is being made thereby, and guaranteeing that, within five business
days after the Expiration Date, the Letter of Transmittal (or facsimile
thereof), together with the certificate(s) representing the Old Preferred
Stock to be tendered in proper form for transfer and any other documents
required by the Letter of Transmittal, will be deposited by the Eligible
Institution with the Exchange Agent; and
31
<PAGE>
(c) Such properly completed and executed Letter of Transmittal (or
facsimile thereof), together with the certificate(s) representing all
tendered Old Preferred Stock in proper form for transfer and all other
documents required by the Letter of Transmittal are received by the
Exchange Agent within five business days after the Expiration Date.
WITHDRAWAL OF TENDERS
Except as otherwise provided herein, tenders of Old Preferred Stock may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the business
day prior to the Expiration Date, unless previously accepted for exchange.
To withdraw a tender of Old Preferred Stock in the Exchange Offer, a written
or facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth herein prior to 5:00 p.m., New York City time,
on the business day prior to the Expiration Date and prior to acceptance for
exchange thereof by the Company. Any such notice of withdrawal must (i) specify
the name of the person having deposited the Old Preferred Stock to be withdrawn
(the "Depositor"), (ii) identify the Old Preferred Stock to be withdrawn
(including the certificate number or numbers and number of shares of such Old
Preferred Stock), (iii) be signed by the Depositor in the same manner as the
original signature on the Letter of Transmittal by which such Old Preferred
Stock was tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to permit the Trustee with
respect to the Old Preferred Stock to register the transfer of such Old
Preferred Stock into the name of the Depositor withdrawing the tender and (iv)
specify the name in which any such Old Preferred Stock is to be registered, if
different from that of the Depositor. All questions as to the validity, form
and eligibility (including time of receipt) of such withdrawal notices will be
determined by the Company, whose determination shall be final and binding on
all parties. Any Old Preferred Stock so withdrawn will be deemed not to have
been validly tendered for purposes of the Exchange Offer and no New Preferred
Stock will be issued with respect thereto unless the Old Preferred Stock so
withdrawn is validly retendered. Any Old Preferred Stock which has been
tendered but which is not accepted for exchange will be returned to the holder
thereof without cost to such holder as soon as practicable after withdrawal,
rejection of tender or termination of the Exchange Offer. Properly withdrawn
Old Preferred Stock may be retendered by following one of the procedures
described above under "Procedures for Tendering" at any time prior to the
Expiration Date.
TERMINATION
Notwithstanding any other term of the Exchange Offer, the Company will not be
required to accept for exchange, or exchange New Preferred Stock for, any Old
Preferred Stock not theretofore accepted for exchange, and may terminate or
amend the Exchange Offer as provided herein before the acceptance of such Old
Preferred Stock if: (i) any action or proceeding is instituted or threatened in
any court or by or before any governmental agency with respect to the Exchange
Offer, which, in the Company's judgment, might materially impair the Company's
ability to proceed with the Exchange Offer, (ii) any law, statute, rule or
regulation is proposed, adopted or enacted, or any existing law, statute, rule
or regulation is interpreted by the staff of the Commission in a manner, which,
in the Company's judgment, might materially impair the Company's ability to
proceed with the Exchange Offer, or (iii) the Company reasonably deems it
advisable to terminate the Exchange Offer.
If the Company determines that it may terminate the Exchange Offer, as set
forth above, the Company may (i) refuse to accept any Old Preferred Stock and
return any Old Preferred Stock that has been tendered to the holders thereof,
(ii) extend the Exchange Offer and retain all Old Preferred Stock tendered
prior to the Expiration of the Exchange Offer, subject to the rights of such
holders of tendered Old Preferred Stock to withdraw their tendered Old
Preferred Stock, (iii) waive such termination event with respect to the
Exchange Offer and accept all properly tendered Old Preferred Stock that has
not been withdrawn. If such waiver constitutes a material change in the
Exchange Offer, the Company will disclose such change by means of a supplement
to this Prospectus that will be distributed to each registered holder of Old
Preferred Stock, and the Company will extend the Exchange Offer for a period of
five to ten business days, depending upon the significance of the waiver and
the manner of disclosure to the registered holders of the Old Preferred Stock,
32
<PAGE>
if the Exchange Offer would otherwise expire during such period. See
"Description of New Preferred Stock--Registration Rights Agreement".
EXCHANGE AGENT
Mellon Securities Trust Company has been appointed as Exchange Agent for the
Exchange Offer.
FEES AND EXPENSES
The expenses of soliciting tenders pursuant to the Exchange Offer will be
borne by the Company. The principal solicitation for tenders pursuant to the
Exchange Offer is being made by mail. Additional solicitations may be made by
officers and regular employees of the Company and its affiliates in person, by
telegraph or telephone.
The Company will not make any payments to brokers, dealers or other persons
soliciting acceptances of the Exchange Offer. The Company, however, will pay
the Exchange Agent reasonable and customary fees for its services and will
reimburse the Exchange Agent for its reasonable out-of-pocket expenses in
connection therewith. The Company may also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this Prospectus, Letters of
Transmittal and related documents to the beneficial owners of the Old Preferred
Stock and in handling or forwarding tenders for exchange.
The expenses to be incurred by the Company and the Exchange Agent in
connection with the Exchange Offer, including the fees of the Exchange Agent
and accounting and legal fees, will be paid by the Company.
The Company will pay all transfer taxes, if any, applicable to the exchange
of Old Preferred Stock pursuant to the Exchange Offer. If, however,
certificates representing New Preferred Stock or Old Preferred Stock not
tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered
holder of the Old Preferred Stock tendered, or if tendered Old Preferred Stock
is registered in the name of any person other than the person signing the
Letter of Transmittal, or if a transfer tax is imposed for any reason other
than the exchange of Old Preferred Stock pursuant to the Exchange Offer, then
the amount of any such transfer taxes (whether imposed on the registered holder
or any other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
the Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering holder.
ACCOUNTING TREATMENT
No gain or loss for accounting purposes will be recognized by the Company
upon the consummation of the Exchange Offer as the expenses of the Exchange
Offer will be charged to paid-in capital.
33
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of the Company
and its consolidated subsidiaries at December 31, 1995 and as adjusted to
reflect the pro forma consolidated capitalization of the Company and its
consolidated subsidiaries at December 31, 1995, adjusted to give effect to (i)
transactions involving V Cable described under "Recent Developments" in the
Form 10-K (the "V Cable Transactions") and (ii) the issuance in February 1996
of the Company's Series L Preferred Stock, and the application of the estimated
net proceeds to the Company from such offering. See "Use of Proceeds" and
"Condensed Pro Forma Consolidated Financial Statements".
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
1995
----------------------
HISTORICAL PRO FORMA
---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
LONG-TERM DEBT:
Restricted Group:
Bank indebtedness(1)........................... $ 559,235 $ 612,235
10 3/4% Senior Subordinated Debentures due
2004.......................................... 275,000 275,000
9 1/4% Senior Subordinated Notes due 2005...... 300,000 300,000
9 7/8% Senior Subordinated Debentures due 2013. 198,930 198,930
9 7/8% Senior Subordinated Debentures due 2023. 149,678 149,678
Capitalized lease obligations.................. 8,014 8,014
---------- ----------
Total........................................ 1,490,857 1,543,857
---------- ----------
V Cable:
Senior debt.................................... 898,803 --
---------- ----------
Cablevision of Ohio:
Bank debt...................................... -- 288,803
---------- ----------
MFR:
Senior bank debt............................... 195,200 195,200
Subordinated notes............................. 141,268 141,268
---------- ----------
Total........................................ 336,468 336,468
---------- ----------
Other Unrestricted Subsidiaries:
Other indebtedness............................. 238,034 388,034
Obligation to related party(2)................. 192,945 192,945
---------- ----------
Total........................................ 430,979 580,979
---------- ----------
Total long-term debt....................... 3,157,107 2,750,107
---------- ----------
Series G Redeemable Exchangeable Preferred Stock... 257,751 257,751
---------- ----------
Series L Redeemable Exchangeable Preferred Stock... -- 650,000
---------- ----------
STOCKHOLDERS' DEFICIENCY:
Series C/D Cumulative Preferred Stock:
Authorized--225,000 shares
Issued--110,622 shares......................... 1 1
Series I Cumulative Convertible Exchangeable
Preferred Stock.................................. 14 14
Class A Common Stock:
Authorized--50,000,000 shares
Issued--14,210,599 shares...................... 142 131
Class B Common Stock:
Authorized--20,000,000 shares
Issued--11,572,709 shares...................... 116 116
Paid-in capital.................................. 247,671 162,290
Accumulated deficit.............................. (2,079,228) (2,108,026)
---------- ----------
(1,831,284) (1,945,474)
Treasury stock (1,091,553 shares)................ (60,392) --
---------- ----------
Total stockholders' deficiency............... (1,891,676) (1,945,474)
---------- ----------
Total capitalization....................... 1,523,182 1,712,384
========== ==========
</TABLE>
(footnotes on following page)
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FOOTNOTES:
(1) See "Management's Discussion and Analysis--Liquidity and Capital Resources"
and the Consolidated Financial Statements for a description of the bank
indebtedness. This indebtedness consists of the Company's indebtedness
under its principal bank credit agreement, the New Jersey subsidiary credit
agreement and the Cablevision of NYC credit agreement. These amounts do not
include approximately $20.4 million reserved under the Company's bank
credit agreements for certain letters of credit issued on behalf of the
Company. The Company and its New Jersey subsidiary are jointly and
severally liable under the New Jersey subsidiary credit agreement.
(2) Obligation of NYC LP Corp., a wholly-owned Unrestricted Group subsidiary,
relating to the acquisition of Cablevision of NYC, which obligation has
been guaranteed by the Company. NYC LP Corp.'s obligation under such
guarantee may be paid in cash or, at the Company's option, shares of the
Company's Common Stock. Under the Credit Agreement, the Company is
currently prohibited from paying all but $40.0 million of this obligation
in cash and, accordingly, without the consent of the Company's bank
lenders, would be required to pay it in shares of the Company's Common
Stock.
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DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 80,000,000 shares of capital stock, of
which 50,000,000 shares are Class A Common Stock, par value $.01 per share,
20,000,000 shares are Class B Common Stock, par value $.01 per share, and
10,000,000 shares are preferred stock, par value $.01 per share, of which the
Preferred Stock offered hereby will be a series.
CLASS A COMMON STOCK AND CLASS B COMMON STOCK
Voting. Holders of Class A Common Stock are entitled to one vote per share.
Holders of Class B Common Stock are entitled to ten votes per share. All
actions submitted to a vote of stockholders are voted on by holders of Class A
Common Stock and Class B Common Stock voting together as a single class, except
for the election of directors and as otherwise set forth below. With respect to
the election of directors, holders of Class A Common Stock vote as a separate
class and are entitled to elect 25% of the total number of directors
constituting the whole Board of Directors (the "Class A Directors") and, if
such 25% is not a whole number, then the holders of Class A Common Stock are
entitled to elect the nearest higher whole number of directors that is at least
25% of the total number of directors. Holders of Class B Common Stock, voting
as a separate class, are entitled to elect the remaining directors. If,
however, on the record date for any stockholder meeting at which directors are
to be elected, the number of outstanding shares of Class A Common Stock is less
than 10% of the total number of outstanding shares of both classes of Common
Stock, the holders of Class A Common Stock and Class B Common Stock will vote
together as a single class with respect to the election of directors and the
holders of Class A Common Stock will not have the right to elect 25% of the
total number of directors but will have one vote per share for all directors
and holders of Class B Common Stock will have ten votes per share for all
directors. If, on the record date for any stockholder meeting at which
directors are to be elected, the number of outstanding shares of Class B Common
Stock is less than 12 1/2% of the total number of outstanding shares of both
classes of Common Stock, then the holders of Class A Common Stock, voting as a
separate class, would continue to elect a number of Class A Directors equal to
25% of the total number of directors constituting the whole Board of Directors
and, in addition, would vote together with the holders of Class B Common Stock
to elect the remaining directors to be elected at such meeting, with the
holders of class A Common Stock entitled to one vote per share and the holders
of Class B Common Stock entitled to ten votes per share.
In addition, the affirmative vote or consent of the holders of at least 66
2/3% of the outstanding shares of Class B Common Stock, voting separately as a
class, is required for the authorization or issuance of any additional shares
of Class B Common Stock and for any amendment, alteration or repeal of any
provisions of the Company's Certificate of Incorporation which would affect
adversely the powers, preferences or rights of the Class B Common Stock. The
Company's Certificate of Incorporation does not provide for cumulative voting.
Conversion. The Class A Common Stock has no conversion rights. The Class B
Common Stock is convertible into Class A Common Stock in whole or in part at
any time and from time to time on the basis of one share of Class A Common
Stock for each share of Class B Common Stock.
Dividends. Holders of Class A Common Stock and Class B Common Stock are
entitled to receive dividends equally on a per share basis if and when such
dividends are declared by the Board of Directors from funds legally available
therefor. No dividend may be declared or paid in cash or property on shares of
either Class A Common Stock or Class B Common Stock unless the same dividend is
paid simultaneously on each share of the other class of common stock. In the
case of any stock dividend, holders of Class A Common Stock are entitled to
receive the same percentage dividend (payable in shares of Class A Common
Stock) as holders of Class B Common Stock receive (payable in shares of Class B
Common Stock). The Company's Certificate of Incorporation provides that the
distribution of shares of capital stock of any subsidiary to common
stockholders may differ to the extent that the common stock differs as to
voting rights and rights in connection with certain dividends.
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Liquidation. Holders of Class A Common Stock and Class B Common Stock share
with each other on a ratable basis as a single class in the net assets
available for distribution in respect of Class A Common Stock and Class B
Common Stock in the event of liquidation.
Other Terms. Neither the Class A Common Stock nor the Class B Common Stock
may be subdivided, consolidated, reclassified or otherwise changed unless
contemporaneously therewith the other class of shares is subdivided,
consolidated, reclassified or otherwise changed in the same proportion and in
the same manner. In any merger, consolidation or business combination the
consideration to be received per share by holders of either Class A Common
Stock or Class B Common Stock must be identical to that received by holders of
the other class of Common Stock, except that in any such transaction in which
shares of capital stock are distributed, such shares may differ as to voting
rights only to the extent that voting rights now differ between Class A Common
Stock and Class B Common Stock.
Restrictions on Ownership. Transfer of shares of Class A Common Stock or
Class B Common Stock which could result in a change of control of the Company
may require the approval of state agencies or local franchising authorities in
certain states in which the Company operates.
Transfer Agent. The Company's transfer agent and registrar for the Class A
Common Stock is Mellon Securities Trust Company.
No Preemptive Rights. The shares of common stock have no preemptive or other
rights to subscribe for or purchase any proportionate part of any new or
additional issues of stock of any class or of securities convertible into stock
of any class.
PREFERRED STOCK
The following description of the terms of the Company's preferred stock sets
forth certain general terms and provisions of the preferred stock. The
description set forth below is subject to and qualified in its entirety by
reference to the certificate of designations establishing a particular series
of preferred stock.
General. Under the Certificate of Incorporation, the Board of Directors of
the Company is authorized, without further stockholder action, to provide for
the issuance of up to 10,000,000 shares of preferred stock in one or more
series. Subject to limitations imposed by law or the Company's Certificate of
Incorporation, the Board of Directors is empowered to determine (a) the maximum
number of shares to constitute the series and the distinctive designation
thereof; (b) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights; (c) the dividend rate, if any, on the shares of such series, the
conditions and dates upon which such dividends shall be payable, the preference
or relation which such dividends shall bear to the dividends payable on any
other class or classes or on any other series of capital stock, and whether
such dividends shall be cumulative or non-cumulative; (d) whether the shares of
such series shall be subject to redemption by the Company, and, if made subject
to redemption, the times, prices and other terms and conditions of such
redemption; (e) the rights of the holders of shares of such series upon the
liquidation, dissolution or winding up of the Company; (f) whether or not the
shares of such series shall be subject to the operation of a retirement or
sinking fund, and, if so, the extent to and manner in which any such retirement
or sinking fund shall be applied to the purchase or redemption of the shares of
such series for retirement or to other corporate purposes and the terms and
provisions relative to the operation thereof; (g) whether or not the shares of
such series shall be convertible into, or exchangeable for, shares of stock of
any other class or classes, or of any other series of the same class, and if so
convertible or exchangeable, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same; (h) the
limitations and restrictions, if any, to be effective while any shares of such
series are outstanding upon the payment of dividends or making of other
distributions on, and upon the purchase, redemption or other acquisition by the
Company of, the Class A Common Stock, the Class B Common Stock or any other
class or classes of stock of the Company ranking junior to the shares of such
series either as to dividends or upon liquidation; (i) the conditions or
restrictions,
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if any, upon the creation or indebtedness of the Company or upon the issue or
any additional stock (including additional shares of such series or of any
other series or of any other class) ranking on a parity with or prior to the
shares of such series as to dividends or distribution of assets on liquidation,
dissolution or winding up; (j) whether fractional interests in shares of the
series will be offered in the form of Depositary Shares; and (k) any other
preference and relative, participating, optional or other special rights or
qualifications, limitations or restrictions thereof.
Designated Preferred Stock.
General. The authorized preferred stock of the Company consists of (i)
200,000 shares of Series B Cumulative Preferred Stock, $.01 par value and $100
liquidation value per share (the "Series B Preferred Stock"), none of which are
outstanding, (ii) 112,500 shares of 8% Series C Cumulative Preferred Stock,
$.01 par value and $100 liquidation value per share (the "Series C Preferred
Stock"), of which 110,622 shares were outstanding at December 31, 1995, (iii)
112,500 shares of 8% Series D Cumulative Preferred Stock, $.01 par value and
$100 liquidation value per share, none of which are outstanding (the "Series D
Preferred Stock"), (iv) 100,000 shares of Series E Preferred Stock, $.01 par
value and $1,000 liquidation preference per share, none of which are
outstanding, (v) 100,000 shares of Series F Redeemable Preferred Stock, $.01
par value and $1,000 liquidation preference per share, none of which are
outstanding (the "Series F Preferred Stock"), (vi) 4,500,000 shares of Old
Preferred Stock, 2,500,000 shares of which were issued on September 26, 1995
and are outstanding and 77,510 shares of which were issued on January 2, 1996
and are outstanding, (viii) 1,380,000 shares of 8 1/2% Series I Cumulative
Convertible Exchangeable Preferred Stock (the "Series I Preferred Stock"),
1,380,000 shares of which are outstanding and represented by 13,800,000
depositary shares, and (ix) 115,000 shares of 11 1/8% Series L Redeemable
Exchangeable Preferred Stock (the "Series L Preferred Stock"), 65,000 shares of
which were issued on February 15, 1996 and are outstanding and are represented
by 6,500,000 depositary shares (the Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F
Preferred Stock, Old Preferred Stock, Series I Preferred Stock and the Series L
Preferred Stock are hereinafter sometimes collectively referred to as the
"Authorized Preferred Stock"). The Series A Preferred Stock, $.01 par value,
was cancelled by the Board of Directors on February 2, 1988. The Company does
not expect to issue any Series B Preferred Stock. The Series D Preferred Stock
is issuable upon conversion of the Series C Preferred Stock. The Company
redeemed the Series E Preferred Stock on November 2, 1995. The Series F
Preferred Stock would have been issuable upon conversion of the Series E
Preferred Stock. The Company anticipates that it will, prior to the
consummation of the Exchange Offer, file a certificate of cancellation with
respect to all of the authorized shares of Series E Preferred Stock and Series
F Preferred Stock with the Delaware Secretary of State. In connection with the
consummation of the Exchange Offer, a certificate of cancellation with respect
to the Old Preferred Stock tendered in the Exchange Offer will be filed with
the Delaware Secretary of State and a certificate of designation will be filed
with respect to 4,500,000 shares of New Preferred Stock. The right to dividends
on shares of the Authorized Preferred Stock are cumulative.
Series B, Series C and Series D Preferred Stock. The holders of such Series B
Preferred Stock are entitled, when declared by the Board of Directors, to
dividends at the time legally available at the annual rate of $12.00 per share
prior and in preference to any declaration of payment of any dividend on the
common stock of the Company. The holders of Series C Preferred Stock and Series
D Preferred Stock are entitled, when declared by the Board of Directors, to
dividends out of legally available funds at the annual rate of $8.00 per share
prior and in preference to any declaration of payment of any dividend on the
common stock of the Company.
At any time and from time to time commencing on December 31, 1997, the
holders of Series C Preferred Stock and Series D Preferred Stock may require
the Company to redeem, upon 30 days' notice to the Company, any or all of the
shares of Series C Preferred Stock and Series D Preferred Stock then
outstanding at a price equal to the lesser of (i) $100 per share or (ii) the
present value of $100, discounted from December 31, 2007 to the date of such
redemption, plus, in each case, all dividends (whether or not earned or
declared) accrued and unpaid on the shares of Series C Preferred Stock and
Series D Preferred Stock to the date fixed for redemption (the "Series C
Preferred Stock and Series D Preferred Stock Redemption
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<PAGE>
Price"). The Company may, at its option, upon notice to the holders requesting
redemption within 20 days of such holders' notice to the Company, convert all
or part of such shares of Series C Preferred Stock into Class B Common Stock
and all or part of such shares of Series D Preferred Stock into Class A Common
Stock. The Company at its option may, but shall not be required to, redeem, at
any time and from time to time after December 31, 1997 on not less than 30
days' nor more than 60 days' prior notice, any or all of the shares of Series C
Preferred Stock and Series D Preferred Stock then outstanding at the Series C
Preferred Stock and Series D Preferred Stock Redemption Price.
If the Company elects to convert any shares of Series C Preferred Stock or
Series D Preferred Stock after a demand for redemption by such holders, the
number of shares to be issued by the Company shall be calculated by dividing
the applicable Series C Preferred Stock and Series D Preferred Stock Redemption
Price by the average of the market price of a share of Class A Common Stock for
the 30 trading days preceding the date on which a holder gives notice of its
election to convert such shares. Holders of Series C Preferred Stock and Series
D Preferred Stock have no voting rights except as to which they may be entitled
under the laws of the State of Delaware.
In the event of any liquidation, dissolution or winding up the Company, the
holders of Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock are entitled to receive a preferential amount equal to $100 for
each share of Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock held plus all dividends (whether or not earned or declared)
accumulated and unpaid on such shares of Authorized Preferred Stock to the date
of final distribution in preference to any such distribution to the holders of
the common stock of the Company. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the amounts payable with
respect to the Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock are not paid in full, the holders of the Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock and any other
preferred stock on parity therewith will share equally and ratably in any
distribution of the assets of the Company in proportion to the full liquidation
preference to which each is entitled. Neither the sale, conveyance, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all the property or assets of the Company nor the
consolidation or merger of the Company with one or more corporations shall be
deemed a liquidation, dissolution or winding up of the Company.
Old Preferred Stock and New Preferred Stock. The Old Preferred Stock, with
respect to dividends and distributions upon the liquidation, winding up and
dissolution of the Company, ranks (i) senior to all classes of Common Stock and
each other class of capital stock or series of preferred stock established by
the Board of Directors (except as set forth below) which does not expressly
provide that it ranks senior to the Old Preferred Stock as to dividends and
distributions upon the liquidation, winding-up and dissolution of the Company
(collectively referred to as "Series G Junior Stock"); (ii) on a parity with
the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, New Preferred Stock, Series I Preferred Stock, Series L Preferred Stock
and any other class of capital stock or series of preferred stock issued by the
Company established after the initial issuance of the Old Preferred Stock by
the Board of Directors, the terms of which expressly provide that such class or
series will rank on a parity with the Old Preferred Stock as to dividends and
distributions upon the liquidation, winding up and dissolution of the Company
(collectively referred to as "Series G Parity Securities"); and (iii) junior to
each class of capital stock or series of preferred stock issued by the Company
established after the initial issuance of the Old Preferred Stock by the Board
of Directors, the terms of which specifically provide that such class or series
will rank senior to the Old Preferred Stock as to dividends and distributions
upon the liquidation, winding up and dissolution of the Company (collectively
referred to as "Series G Senior Securities").
No full dividends may be declared or paid or funds set apart for the payment
of dividends on any Series G Parity Securities for any period unless full
cumulative dividends shall have been paid or set apart for such payment on the
Old Preferred Stock. If full dividends are not so paid, the Old Preferred Stock
shall share
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<PAGE>
dividends pro rata with the Series G Parity Securities. Subject to certain
exceptions set forth in the certificate of designations for the Old Preferred
Stock, no dividends may be paid or set apart for such payment on Series G
Junior Stock (except dividends on Series G Junior Stock in additional shares of
Series G Junior Stock), and no Series G Junior Stock may be repurchased,
redeemed or otherwise retired nor may funds be set apart for payment with
respect thereto, if full dividends have not been paid on the Old Preferred
Stock.
The Company may redeem the Old Preferred Stock at any time after October 1,
2002, in whole or in part, at certain redemption prices. In addition, the
Company may redeem shares of Old Preferred Stock at any time before October 1,
1998 at a redemption price per share equal to the liquidation preference of
$100, plus accumulated and unpaid dividends plus a premium of $10 per share,
out of the net proceeds of the sale of Series G Junior Stock to a Strategic
Equity Investor or a public offering of Class A Common Stock. Furthermore, the
Company may, at its option, prior to October 1, 2002, redeem the Old Preferred
Stock at any time within 180 days, at certain redemption prices, after a Change
in Control (as defined in the Certificate of Designations for the Old Preferred
Stock). On October 1, 2007, the Company will be required to redeem all
outstanding shares of Old Preferred Stock out of funds legally available.
The Company may, at its option, on any scheduled dividend payment date,
exchange the Old Preferred Stock for the Company's 11 3/4% Senior Subordinated
Debentures due 2007.
In the event of any liquidation, winding up or dissolution of the Company,
holders of Old Preferred Stock will be entitled to receive a preferential
amount equal to $100 per share, plus all accumulated and unpaid dividends
thereon to the date fixed for liquidation, dissolution or winding up of the
Company (including an amount equal to a prorated dividend from the last
dividend payment date to the date fixed for liquidation, dissolution or winding
up), before any distribution is made on the Series G Junior Stock. If upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
the amounts payable with respect to the Old Preferred Stock and all other
Series G Parity Securities are not paid in full, the holders of the Old
Preferred Stock and the Series G Parity Securities will share equally and
ratably in any distribution of assets of the Company in proportion to the full
liquidation preference to which each is entitled. After payment of the full
amount of the liquidation preferences to which they are entitled, the holders
of shares of Old Preferred Stock will not be entitled to any further
participation in any distribution of assets of the Company. Neither the sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all the property or assets of the
Company nor the consolidation or merger of the Company with one or more
corporations shall be deemed a liquidation, dissolution or winding up of the
Company.
Holders of the Old Preferred Stock will have no voting rights with respect to
general corporate matters except as provided by law or as set forth in the
Certificate of Designations therefor. The Certificate of Designations for the
Old Preferred Stock provides that (a) dividends on the Old Preferred Stock are
in arrears and unpaid (and if after October 1, 2000, such dividends are not
paid in cash) for six quarterly periods (whether or not consecutive), or (b)
the Company fails to discharge its redemption obligation to redeem the Old
Preferred Stock on October 1, 2007, the number of directors constituting the
Board of Directors will be adjusted to permit the holders of the majority of
the then outstanding Old Preferred Stock, voting as a class, to elect a
director. Such voting rights will continue until such time as all dividends in
arrears on the Old Preferred Stock are paid in full (and in the case of
dividends payable after October 1, 2000, paid in cash) and any failure, breach
or default referred to in clause (b) is remedied, at which time the term of the
directors elected pursuant to the provisions of this paragraph shall terminate.
Each such event described in clauses (a) and (b) above is referred to herein as
a "Series G Voting Rights Triggering Event".
The Certificate of Designations for the Old Preferred Stock also provides
that the Company will not authorize any class of Series G Senior Securities
without the affirmative vote or consent of holders of at least a majority of
the shares of Old Preferred Stock then outstanding, voting or consenting, as
the case may be, separately as one class. The Company may not amend the
Certificate of Designations for the Old Preferred Stock so as to affect
adversely the specified rights, preferences, privileges or voting rights of
holders of shares
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<PAGE>
of the Old Preferred Stock, or authorize the issuance of any additional shares
of Old Preferred Stock, without the affirmative vote or consent of the holders
of at least a majority of the outstanding shares of Old Preferred Stock, voting
or consenting, as the case may be, as one class.
Without the affirmative vote or consent of a majority of the issued and
outstanding shares of Old Preferred Stock, the Company may not consolidate or
merge with or into, or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets to, any person unless: (a)
the entity formed by such consolidation or merger (if other than the Company)
or to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made shall be a corporation organized and existing
under the laws of the United States or any State thereof or the District of
Columbia; (b) the Old Preferred Stock shall be converted into or exchanged for
and shall become shares of such successor, transferee or resulting corporation,
having in respect of such successor, transferee or resulting corporation the
same powers, preferences and relative participating, optional or special
rights, and the qualifications, limitations or restrictions thereon, that the
Old Preferred Stock had immediately prior to such transactions; and (c)
immediately after giving effect to such transaction, no Series G Voting Rights
Triggering Event shall have occurred and be continuing. Notwithstanding the
foregoing, the Company may consolidate or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets to, any person if the Company makes adequate provision (i) prior to
October 1, 2002, to redeem the Old Preferred Stock after a Change in Control
(as defined in the Certificate of Designations for the Old Preferred Stock) or
(ii) on or after October 1, 2002, to redeem the Old Preferred Stock at the
applicable redemption price set forth in the certificate of designations
therefor.
The New Preferred Stock will have terms identical to the Old Preferred Stock,
except that the New Preferred Stock will not contain terms restricting the
transfer thereof and the terms of the New Preferred Stock clarify the
calculation of the Make-Whole Premium applicable to an optional redemption
following a Change of Control.
Series I Preferred Stock. The Series I Preferred Stock, with respect to
dividends and distributions upon the liquidation, winding-up and dissolution of
the Company, ranks (i) senior to all classes of Common Stock and each other
class of capital stock or series of preferred stock established by the Board of
Directors after the issuance of the Series I Preferred Stock which does not
expressly provide that it ranks senior to or on a parity with the Series I
Preferred Stock as to dividends and distributions upon the liquidation,
winding-up and dissolution of the Company (collectively referred to as "Series
I Junior Stock"); (ii) on a parity with the Company's Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock (which may be issued in
exchange for shares of the Series C Preferred Stock), Old Preferred Stock, New
Preferred Stock, Series L Preferred Stock and any other class of capital stock
or series of preferred stock established by the Board of Directors after the
initial issuance of the Series I Preferred Stock, the terms of which expressly
provide that such class or series will rank on a parity with the Series I
Preferred Stock as to dividends and distributions upon the liquidation,
winding-up and dissolution of the Company (collectively referred to as "Series
I Parity Stock"); and (iii) junior to each class of capital stock or series of
preferred stock established by the Board of Directors after the initial
issuance of the Series I Preferred Stock, the terms of which specifically
provide that such class or series will rank senior to the Series I Preferred
Stock as to dividends and distributions upon the liquidation, winding-up and
dissolution of the Company (collectively referred to as "Series I Senior
Stock").
Holders of the Series I Preferred Stock are entitled, when declared by the
Board of Directors, out of funds legally available therefor, to receive
cumulative cash dividends on each outstanding share of the Series I Preferred
Stock, at the annual rate of 8 1/2% or $21.25 per share of Series I Preferred
Stock (equivalent to $2.125 per annum per depositary share). Dividends on the
Series I Preferred Stock are payable quarterly in arrears on January 1, April
1, July 1 and October 1 of each year. Dividends will be payable to the holder
of record on the respective record date as may be fixed by the Board of
Directors in advance of each dividend. The right to dividends on the Series I
Preferred Stock will be cumulative (whether or not earned or declared) from the
date of issuance of the Series I Preferred Stock. If any dividend (or portion
thereof) payable on any dividend payment date is not paid in full on the
dividend payment date therefor, the amount of such dividend that is payable and
that is not paid on such date will increase at the rate of 8 1/2% per annum per
share of Series I Preferred Stock from such dividend payment date until paid in
full.
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<PAGE>
No full dividends may be declared or paid or funds set apart for the payment
of dividends on any Series I Parity Stock for any period unless full cumulative
dividends shall have been paid or set apart for such payment on the Series I
Preferred Stock. If the funds available for the payment of dividends are
insufficient to pay in full the dividends payable on all outstanding shares of
Series I Preferred Stock and any series of Series I Parity Stock, the total
available funds to be paid in partial dividends shall be divided among the
Series I Preferred Stock and such other series pro rata in proportion to the
aggregate amount of dividends accrued and unpaid with respect to such Series I
Preferred Stock and such other series. Subject to various exceptions set forth
in the certificate of designations for the Series I Preferred Stock, no
dividends may be paid or set apart for such payment on Series I Junior Stock
(except dividends on Series I Junior Stock in additional shares of Series I
Junior Stock), and no Series I Junior Stock, or any warrants, rights, calls or
options exercisable for or convertible into any Series I Junior Stock, may be
repurchased, redeemed or otherwise retired nor may funds be set apart for
payment with respect thereto, if full dividends have not been paid on the
Series I Preferred Stock. After dividends on the Series I Preferred Stock for
all past and current quarterly dividend periods have been paid in full, the
Series I Preferred Stock will not be entitled to participate in any further
distributions by the Company.
On or after January 1, 1998, the Company may, at its option, on any scheduled
dividend payment date, exchange the Series I Preferred Stock, in whole but not
in part, for the Company's 8 1/2% Convertible Subordinated Debentures due 2007
(the "Series I Exchange Debentures").
The Company at its option may redeem the Series I Preferred Stock (subject to
contractual and other restrictions with respect thereto and to the legal
availability of funds therefor) at any time after November 1, 1999, in whole or
in part, at certain redemption prices.
Each share of Series I Preferred Stock is convertible into shares of Class A
Common Stock at the option of the holder at a conversion rate equal to $250.00
(the original liquidation preference of the shares of Series I Preferred
Stock), divided by the conversion price, except that, if shares of Series I
Preferred Stock are called for redemption or the Company elects to issue Series
I Exchange Debentures in exchange for the Series I Preferred Stock, the
conversion right will terminate at the close of business five business days
prior to the date fixed for redemption or exchange. The initial conversion
price is $67.44 per share. The conversion price is subject to adjustment (under
formulas set forth in the certificate of designations for the Series I
Preferred Stock) in certain events, including (a) the issuance of Class A
Common Stock as a dividend or distribution on any class of the capital stock of
the Company; (b) subdivisions, reclassifications and combinations of the Class
A Common Stock; (c) the issuance to all holders of Class A Common Stock of
certain rights or warrants entitling them to subscribe for or purchase Class A
Common Stock at less than the current market price (as defined in the
certificate of designations for the Series I Preferred Stock); and (d) certain
distributions to all holders of Class A Common Stock of capital stock or
evidences of indebtedness of the Company or cash or other assets of the
Company.
In case of (i) any consolidation of the Company with, or merger of the
Company into, any other entity, (ii) any merger of another entity into the
Company (other than a merger which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Class A Common
Stock of the Company), or (iii) any sale or transfer of all or substantially
all of the assets of the Company, subject to certain exceptions set forth in
the certificate of designations for the Series I Preferred Stock, each holder
of a share of Series I Preferred Stock then outstanding shall have the right
thereafter to convert their shares of Series I Preferred Stock only into the
kind and amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer by a holder of the number of shares of
Class A Common Stock of the Company into which such share of Series I Preferred
Stock might have been converted immediately prior to such consolidation,
merger, sale or transfer.
The Series I Preferred Stock has a special conversion right that becomes
effective upon the occurrence of certain types of significant transactions
affecting ownership or control of the Company or the market for the Class A
Common Stock. In the event of any liquidation, dissolution or winding-up of the
Company, after
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<PAGE>
payment or processing for payment of the debts and other liabilities of the
Company and of liquidation preferences in respect of any Series I Senior Stock,
holders of Series I Preferred Stock will be entitled to receive out of the
remaining net assets of the Company, if any, a preferential amount equal to
$250.00 per share (equivalent to $25.00 per depositary share), plus all
accumulated and unpaid dividends thereon to the date fixed for liquidation,
dissolution or winding-up of the Company (including an amount equal to a
prorated dividend from the last dividend payment date to the date fixed for
liquidation, dissolution or winding-up), before any distribution is made on any
Series I Junior Stock, including, without limitation, on any Common Stock. If,
upon any voluntary or involuntary liquidation, dissolution or winding-up of the
Company, the amounts payable with respect to the Series I Preferred Stock and
all other Series I Parity Stock are not paid in full, the holders of the Series
I Preferred Stock and the Series I Parity Stock will share equally and ratably
in any distribution of assets of the Company in proportion to the full
liquidation preference to which each is entitled. After payment of the full
amount of the liquidation preferences to which they are entitled, the holders
of shares of Series I Preferred Stock will not be entitled to any further
participation in any distribution of assets of the Company. Neither the sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property or assets of
the Company nor the consolidation or merger of the Company with one or more
corporations shall be deemed to be a liquidation, dissolution or winding-up of
the Company.
Holders of the Series I Preferred Stock will have no voting rights with
respect to general corporate matters except as provided by law or as set forth
in the certificate of designations. The certificate of designations provides
that if dividends on the Series I Preferred Stock are in arrears and unpaid for
six quarterly periods (whether or not consecutive), then the number of
directors constituting the Board of Directors will be adjusted to permit the
holders of the majority of the then outstanding Series I Preferred Stock,
voting as a class, to elect one director and a second director if the right to
elect a second director is required by the American Stock Exchange or any other
national securities exchange on which the Company elects to list the Class A
Common Stock or by the requirements of the Nasdaq National Market System if the
Company elects to have the Class A Common Stock traded thereon. Such voting
rights will continue until such time as all dividends in arrears on the Series
I Preferred Stock are paid in full, at which time the term of the directors
elected pursuant to the provisions of this paragraph shall terminate. Such
event described above is referred to herein as a "Series I Voting Rights
Triggering Event".
Any vacancy occurring in the office of the director elected by holders of the
Series I Preferred Stock may be filled by the remaining director, if any, or
otherwise by the departing director unless and until such vacancy shall be
filled by such holders.
The certificate of designations also provides that the Company will not
authorize any class of Series I Senior Stock without the affirmative vote or
consent of holders of at least 66 2/3% of the shares of Series I Preferred
Stock then outstanding, voting or consenting, as the case may be, separately as
one class. The certificate of designations also provides that the Company may
not amend the certificate of designations so as to affect adversely the
specified rights, preferences, privileges or voting rights of holders of shares
of the Series I Preferred Stock, or authorize the issuance of any additional
shares of Series I Preferred Stock, without the affirmative vote or consent of
the holders of at least 66 2/3% of the outstanding shares of Series I Preferred
Stock, voting or consenting, as the case may be, as one class. The holders of
at least 66 2/3% of the outstanding shares of Series I Preferred Stock, voting
or consenting, as the case may be, as one class, may also waive compliance with
any provision of the certificate of designations. The certificate of
designations also provides that (a) the creation, authorization, existence or
issuance of any shares of Series I Parity Stock or Series I Junior Stock or (b)
the increase or decrease in the amount of authorized capital stock of any
class, including any preferred stock, shall not require the consent of the
holders of Series I Preferred Stock and shall not be deemed to affect adversely
the rights, preferences, privileges or voting rights of holders of shares of
Series I Preferred Stock.
Without the affirmative vote or consent of the holders of a majority of the
issued and outstanding shares of Series I Preferred Stock, the Company may not
consolidate or merge with or into, or sell, assign, transfer,
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<PAGE>
lease, convey or otherwise dispose of all or substantially all of its assets
to, any person unless: (a) the entity formed by such consolidation or merger
(if other than the Company) or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made (the "resulting entity")
shall be a corporation organized or existing under the laws of the United
States or any State thereof or the District of Columbia; (b) the Series I
Preferred Stock shall remain unchanged or be converted into or exchanged for
and shall become shares of such resulting entity, having in respect of such
resulting entity the same (or more favorable) powers, preferences and relative
participating, optional or other special rights, and the same (or more
favorable) qualifications, limitations or restrictions thereon, that the Series
I Preferred Stock had immediately prior to such transaction (provided that (i)
if, in accordance with the certificate of designations for the Series I
Preferred Stock, the Series I Preferred Stock shall become convertible into a
different amount or type of securities, cash or other property, such change
shall not be deemed to be a change in the powers, preferences and relative
participating, optional or other special rights of the Series I Preferred Stock
and (ii) the fact that the resulting entity has authorized or outstanding any
securities other than Series I Senior Stock, shall not be deemed to be a change
in the powers, preferences and relative participating, optional or other
special rights of the Series I Preferred Stock); and (c) immediately after
giving effect to such transaction, no Series I Voting Rights Triggering Event
shall have occurred or be continuing; provided, however, that the foregoing
shall not be applicable to a transaction or event that constitutes a "Change of
Control", as defined in the certificate of designations for the Series I
Preferred Stock.
Series L and Series M Preferred Stock. The Series L Preferred Stock, with
respect to dividends and distributions upon the liquidation, winding up and
dissolution of the Company, ranks (i) senior to all classes of Common Stock and
each other class of capital stock or series of preferred stock established by
the Board of Directors (except as set forth below) which does not expressly
provide that it ranks senior to the Series L Preferred Stock as to dividends
and distributions upon the liquidation, winding-up and dissolution of the
Company (collectively referred to as "Series L Junior Stock"); (ii) on a parity
with the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred
Stock and any other class of capital stock or series of preferred stock issued
by the Company established after the initial issuance of the Series L Preferred
Stock by the Board of Directors, the terms of which expressly provide that such
class or series will rank on a parity with the Series L Preferred Stock as to
dividends and distributions upon the liquidation, winding up and dissolution of
the Company (collectively referred to as "Series L Parity Securities"); and
(iii) junior to each class of capital stock or series of preferred stock issued
by the Company established after the initial issuance of Series L Preferred
Stock by the Board of Directors, the terms of which specifically provide that
such class or series will rank senior to the Series L Preferred Stock as to
dividends and distributions upon the liquidation, winding up or dissolution of
the Company (collectively referred to as "Series L Senior Securities").
No full dividends may be declared or paid or funds set apart for the payment
of dividends on any Series L Parity Securities for any period unless full
cumulative dividends shall have been paid or set apart for such payment on the
Series L Preferred Stock. If full dividends are not so paid, the Series L
Preferred Stock shall share dividends pro rata with the Series L Parity
Securities. Subject to certain exceptions set forth in the certificate of
designations for the Series L Preferred Stock, no dividends may be paid or set
apart for such payment on Series L Junior Stock (except dividends on Series L
Junior Stock in additional shares of Series L Junior Stock), and no Series L
Junior Stock may be repurchased, redeemed or otherwise retired nor may funds by
set apart for payment with respect thereto, if full dividends have not been
paid on the Series L Preferred Stock.
The Company may redeem the Series L Preferred Stock at any time after April
1, 2003, in whole or in part, at certain redemption prices. In addition, the
Company may redeem shares of Series L Preferred Stock at any time before April
1, 1999 at a redemption price per share equal to the liquidation preference of
$10,000, plus accumulated and unpaid dividends plus a premium of $1,000 per
share, out of the net proceeds of the sale of Series L Junior Stock to a
Strategic Equity Investor or a public offering of Class A Common Stock.
Furthermore, the Company may, at its option, prior to April 1, 2003, redeem the
Series L Preferred Stock at
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<PAGE>
any time within 180 days, at certain redemption prices, after a Change of
Control (as defined in the certificate of designations for the Series L
Preferred Stock). On April 1, 2008, the Company will be required to redeem all
outstanding shares of Series L Preferred Stock out of funds legally available
therefrom.
The Company may, at its option, on any scheduled dividend payment date,
exchange the Series L Preferred Stock for the Company's 11 1/8% Senior
Subordinated Debentures due 2008.
In the event of any liquidation, winding up or dissolution of the Company,
holders of Series L Preferred Stock will be entitled to receive a preferential
amount equal to $10,000 per share, plus all accumulated and unpaid dividends
thereon to the date fixed for liquidation, dissolution or winding up of the
Company (including an amount equal to a prorated dividend from the last
dividend payment date to the date fixed for liquidation, dissolution or winding
up), before any distribution is made on the Series L Junior Stock. If upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
the amounts payable with respect to the Series L Preferred Stock and all other
Series L Parity Securities are not paid in full, the holders of the Series L
Preferred Stock and the Series L Parity Securities will share equally and
ratably in any distribution of assets of the Company in proportion to the full
liquidation preference to which each is entitled. After payment of the full
amount of the liquidation preferences to which they are entitled, the holders
of shares of Series L Preferred Stock will not be entitled to any further
participation in any distribution of assets of the Company. Neither the sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all the property or assets of the
Company nor the consolidation or merger of the Company with one or more
corporations shall be deemed a liquidation, dissolution or winding up of the
Company.
Holders of the Series L Preferred Stock have no voting rights with respect to
general corporate matters except as provided by law or as set forth in the
certificate of designations therefor. The certificate of designations for the
Series L Preferred Stock provides that (a) dividends on the Series L Preferred
Stock are in arrears and unpaid (and if after April 1, 2001, such dividends are
not paid in cash) for six quarterly periods (whether or not consecutive), or
(b) the Company fails to discharge its redemption obligation to redeem the
Series L Preferred Stock on April 1, 2008, the number of directors constituting
the Board of Directors will be adjusted to permit the holders of a majority of
the then outstanding Series L Preferred Stock and the Company's 11 1/8% Series
M Redeemable Exchangeable Preferred Stock ("Series M Preferred Stock"), voting
or consenting, as the case may be, separately as a single class, to elect a
director. Such voting rights will continue until such time as all dividends in
arrears on the Series L Preferred Stock are paid in full (and in the case of
dividends payable after April 1, 2001, paid in cash) and any failure, breach or
default referred to in clause (b) is remedied, at which time the term of the
directors elected pursuant to the provisions of this paragraph shall terminate.
Each such event described in clauses (a) and (b) above is referred to herein as
a "Series L Voting Rights Triggering Event".
The certificate of designations for the Series L Preferred Stock also
provides that the Company will not authorize any class of Series L Senior
Securities without the affirmative vote or consent of holders of at least a
majority of the shares of Series L Preferred Stock and Series M Preferred Stock
then outstanding, voting or consenting, as the case may be, separately as a
single class. The Company may not amend the certificate of designations for the
Series L Preferred Stock so as to affect adversely the specified rights,
preferences, privileges or voting rights of holders of shares of the Series L
Preferred Stock, or authorize the issuance of any additional shares of Series L
Preferred Stock, without the affirmative vote or consent of the holders of at
least a majority of the outstanding shares of Series L Preferred Stock and
Series M Preferred Stock, voting or consenting, as the case may be, separately
as a single class.
Without the affirmative vote or consent of a majority of the issued and
outstanding shares of Series L Preferred Stock and Series M Preferred Stock,
voting or consenting, as the case may be, separately as a single class, the
Company may not consolidate or merge with or into, or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its assets
to, any person unless: (a) the entity formed by such consolidation or merger
(if other than the Company) or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made shall be a corporation
organized and existing under
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the laws of the United States or any State thereof or the District of Columbia;
(b) the Series L Preferred Stock shall be converted into or exchanged for and
shall become shares of such successor, transferee or resulting corporation,
having in respect of such successor, transferee or resulting corporation the
same powers, preferences and relative participating, optional or special
rights, and the qualifications, limitations or restrictions thereon, that the
Series L Preferred Stock had immediately prior to such transactions; and (c)
immediately after giving effect to such transaction, no Series L Voting Rights
Triggering Event shall have occurred and be continuing. Notwithstanding the
foregoing, the Company may consolidate or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets to, any person if the Company makes adequate provision (i) prior to
April 1, 2003, to redeem the Series L Preferred Stock after a Change of Control
(as defined in the certificate of designations for the Series L Preferred
Stock) or (ii) on or after April 1, 2003, to redeem the Series L Preferred
Stock at the applicable redemption price set forth in the certificate of
designations therefor.
The Series M Preferred Stock will have the same terms in all material
respects as the Series L Preferred Stock, except that the Series M Preferred
Stock will not contain terms restricting the transfer thereof.
DESCRIPTION OF NEW PREFERRED STOCK AND EXCHANGE DEBENTURES
NEW PREFERRED STOCK
The New Preferred Stock will be issued pursuant to a certificate of
designations (the "Certificate of Designations"). The summary contained herein
of certain provisions of the New Preferred Stock does not purport to be
complete and is qualified in its entirety by reference to the provisions of the
Certificate of Designations. The definitions of certain terms used in the
Certificate of Designations and in the following summary are set forth below
under "--Certain Definitions."
GENERAL
The Company will (assuming the exchange of all outstanding shares of Old
Preferred Stock for New Preferred Stock) authorize the issuance of up to
4,500,000 shares of New Preferred Stock, which will consist of 2,653,367 shares
of New Preferred Stock issuable in exchange for Old Preferred Stock plus
1,846,633 additional shares of New Preferred Stock which may be used to pay
dividends on the New Preferred Stock if the Company elects to pay dividends in
additional shares of New Preferred Stock, and will file a Certificate of
Designations with respect thereto with the Secretary of State of the State of
Delaware as required by Delaware law. The Old Preferred Stock surrendered in
exchange for the New Preferred Stock will be retired and cancelled and cannot
be reissued. Accordingly, issuance of the New Preferred Stock will not result
in any change in capitalization of the Company. The New Preferred Stock when
issued in accordance with the terms of the Exchange Offer (as defined herein),
will be fully paid and non-assessable, and the holders thereof will have no
subscription or preemptive rights related thereto.
RANKING
The New Preferred Stock, with respect to dividends and distributions upon the
liquidation, winding-up and dissolution of the Company, will rank (i) senior to
all classes of Common Stock and each other class of capital stock or series of
preferred stock established by the Board of Directors which does not expressly
provide that it ranks senior to or on a parity with the New Preferred Stock as
to dividends and distributions upon the liquidation, winding-up and dissolution
of the Company (collectively referred to as "Junior Stock"); (ii) on a parity
with the Old Preferred Stock and the Company's Series B Preferred Stock, Series
C Preferred Stock, Series D Preferred Stock (which may be issued in exchange
for shares of the Series C Preferred Stock), Series I Preferred Stock, Series L
Preferred Stock and any other class of capital stock or series of preferred
stock issued by the Company established after the initial issuance of the New
Preferred Stock by the Board
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<PAGE>
of Directors, the terms of which expressly provide that such class or series
will rank on a parity with the New Preferred Stock as to dividends and
distributions upon the liquidation, winding-up and dissolution of the Company
(collectively referred to as "Parity Securities"); and (iii) junior to each
class of capital stock or series of preferred stock issued by the Company
established after the initial issuance of the New Preferred Stock by the Board
of Directors, the terms of which specifically provide that such class or series
will rank senior to the New Preferred Stock as to dividends and distributions
upon the liquidation, winding-up and dissolution of the Company (collectively
referred to as "Senior Securities").
The Company may not issue any new class of Senior Securities without the
approval of the holders of at least a majority of the shares of New Preferred
Stock then outstanding, voting or consenting, as the case may be, as one class.
DIVIDENDS
Holders of New Preferred Stock are entitled, when declared by the Board of
Directors, out of funds legally available therefor, to receive dividends on
each outstanding share of the New Preferred Stock, at the annual rate of 11
3/4% per share of New Preferred Stock. Dividends on the New Preferred Stock
will accumulate from the most recent dividend payment date to which dividends
on the Old Preferred Stock were paid (the "Accrual Date") and are payable
quarterly in arrears on January 1, April 1, July 1 and October 1 of each year.
Holders of Old Preferred Stock whose shares of Old Preferred Stock are accepted
for exchange will be deemed to have waived the right to receive any payment in
respect of dividends on the Old Preferred Stock accumulated from the Accrual
Date until the date of the issuance of the New Preferred Stock. Consequently,
holders who exchanged their Old Preferred Stock for New Preferred Stock will
receive the same dividend payment on the next dividend payment date (expected
to be July 1, 1996) that they would have received had they not accepted the
Exchange Offer, except that if such dividend is not paid in cash, it will be
paid in shares of New Preferred Stock instead of Old Preferred Stock. Before
October 1, 2000, dividends may, at the option of the Company, be paid either in
cash or fully paid and non-assessable shares of New Preferred Stock with an
aggregate liquidation preference equal to the amount of such dividend. On and
after October 1, 2000, dividends may only be paid in cash. If any dividend (or
portion thereof) payable on any dividend payment date on or after October 1,
2000 is not paid in full in cash on the dividend payment date therefor, the
amount of such dividend that is payable and that is not paid in cash on such
date will increase at the rate of 11 3/4% per annum from such dividend payment
date until paid in full.
No full dividends may be declared or paid or funds set apart for the payment
of dividends on any Parity Securities for any period unless full cumulative
dividends shall have been paid or set apart for such payment on the New
Preferred Stock. If full dividends are not so paid, the New Preferred Stock
shall share dividends pro rata with the Parity Securities. No dividends may be
paid or set apart for such payment on Junior Stock (except dividends on Junior
Stock in additional shares of Junior Stock), and no Junior Stock may be
repurchased, redeemed or otherwise retired nor may funds be set apart for
payment with respect thereto, if full dividends have not been paid on the New
Preferred Stock, except for (i) any conversion of Class B Common Stock of the
Company into Class A Common Stock of the Company, (ii) prior to October 1,
2000, the occurrence of the Rainbow Spin-Off, (iii) repurchases of Common Stock
issued under the Company's stock incentive programs from employees of the
Company, and (iv) dividends or distributions payable-in-kind in additional
shares of, or warrants, rights, calls or options exercisable for or convertible
into additional shares of Junior Stock. See "Risk Factors--Risks Related to the
New Preferred Stock and the Exchange Debentures--Restrictions on Company's
Ability to Pay Dividends on the New Preferred Stock".
OPTIONAL REDEMPTION
The Company at its option may, but shall not be required to, redeem the New
Preferred Stock (subject to contractual and other restrictions with respect
thereto and to the legal availability of funds therefor) at any time after
October 1, 2002, in whole or in part, at the redemption prices (expressed in
percentage of
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<PAGE>
liquidation preference) set forth below together with all accumulated and
unpaid dividends from the last payment date to the redemption date, if redeemed
during the 12-month period beginning October 1 of the years indicated:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
2002........................................................... 105.875%
2003........................................................... 103.917
2004........................................................... 101.958
2005 and thereafter............................................ 100.000
</TABLE>
In addition, the Company may redeem shares of New Preferred Stock having an
aggregate liquidation preference of up to 33 1/3% of the aggregate liquidation
preference of all shares of New Preferred Stock then outstanding at any time
before October 1, 1998 at a redemption price per share equal to the liquidation
preference of $100, plus accumulated and unpaid dividends plus a premium of $10
per share, out of the net proceeds of the sale of Junior Stock to a Strategic
Equity Investor or a public offering of Class A Common Stock; provided that
following such redemption, at least 1,666,667 shares of New Preferred Stock
(representing at least 66 2/3% of the amount of the New Preferred Stock
initially issued) shall remain outstanding.
Furthermore, the Company may, at its option, prior to October 1, 2002, redeem
the New Preferred Stock, in whole but not in part, at any time within 180 days
after a Change of Control (as defined herein), at a redemption price per share
equal to the sum of (i) the liquidation preference of $100 per share plus (ii)
accumulated and unpaid dividends to the date of redemption plus (iii) the Make-
Whole Premium (as defined herein), which is based on a discount rate equal to
the Treasury Rate (as defined herein) plus 50 basis points.
In the event of partial redemptions of New Preferred Stock, the shares to be
redeemed will be determined pro rata or by lot, as determined by the Company,
except that the Company may redeem such shares held by any holders of fewer
than 100 shares (or shares held by holders who would hold less than 100 shares
as a result of such redemption), as may be determined by the Company.
MANDATORY REDEMPTION
On October 1, 2007 (the "Mandatory Redemption Date"), the Company will be
required to redeem (subject to contractual and other restrictions with respect
thereto and to the legal availability of funds therefor) all outstanding shares
of New Preferred Stock at a price equal to the liquidation preference thereof
plus all accumulated and unpaid dividends from the last payment date to the
date of redemption. Future agreements of the Company may restrict or prohibit
the Company from redeeming the New Preferred Stock.
PROCEDURE FOR REDEMPTION
On and after a redemption date, unless the Company defaults in the payment of
the applicable redemption price, dividends will cease to accumulate on shares
of New Preferred Stock called for redemption and all rights of holders of such
shares will terminate except for the right to receive the redemption price,
without interest. The Company will send a written notice of redemption by first
class mail to each holder of record of shares of New Preferred Stock, not fewer
than 30 days nor more than 60 days prior to the date fixed for such redemption.
Shares of New Preferred Stock issued and reacquired will, upon compliance with
the applicable requirements of Delaware law, have the status of authorized but
unissued shares of preferred stock of the Company undesignated as to series and
may with any and all other authorized but unissued shares of preferred stock of
the Company be designated or redesignated and issued or reissued, as the case
may be, as part of any series of preferred stock of the Company, except that
any issuance or reissuance of shares of New Preferred Stock must be in
compliance with the Certificate of Designations.
EXCHANGE
The Company may, at its option, on any scheduled dividend payment date,
exchange the New Preferred Stock, in whole but not in part, for the Exchange
Debentures. See "--The Exchange Debentures" below for the terms of the Exchange
Debentures. Holders of New Preferred Stock so exchanged will be entitled to
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<PAGE>
receive a principal amount of Exchange Debentures equal to $100 for each $100
of liquidation preference of New Preferred Stock held by such holders at the
time of exchange plus an amount per share in cash (or prior to October 1, 2000,
in principal amount of Exchange Debentures) equal to all accumulated but unpaid
dividends thereon from the last dividend payment date to the exchange date. The
Exchange Debentures will be issuable only in denominations of $1,000 and
integral multiples thereof. An amount in cash will be paid to holders for any
principal amount otherwise issuable which is less than $1,000. Following such
exchange, all dividends on the New Preferred Stock will cease to accrue, the
rights of the holders of New Preferred Stock as stockholders of the Company
shall cease and the person or persons entitled to receive the Exchange
Debentures issuable upon exchange shall be treated as the registered holder or
holders of such Exchange Debentures. Notice of exchange will be mailed at least
30 days but not more than 60 days prior to the date of exchange to each holder
of New Preferred Stock. See "--The Exchange Debentures" below.
LIQUIDATION PREFERENCE
In the event of any liquidation, dissolution or winding-up of the Company,
holders of New Preferred Stock will be entitled to receive a preferential
amount equal to $100 per share, plus all accumulated and unpaid dividends
thereon to the date fixed for liquidation, dissolution or winding-up of the
Company (including an amount equal to a prorated dividend from the last
dividend payment date to the date fixed for liquidation, dissolution or
winding-up), before any distribution is made on any Junior Stock, including,
without limitation, on any Common Stock. If upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, the amounts payable with
respect to the New Preferred Stock and all other Parity Securities are not paid
in full, the holders of the New Preferred Stock and the Parity Securities will
share equally and ratably in any distribution of assets of the Company in
proportion to the full liquidation preference to which each is entitled. After
payment of the full amount of the liquidation preferences to which they are
entitled, the holders of shares of New Preferred Stock will not be entitled to
any further participation in any distribution of assets of the Company.
However, neither the sale, conveyance, exchange or transfer (for cash, shares
of stock, securities or other consideration) of all or substantially all of the
property or assets of the Company nor the consolidation or merger of the
Company with one or more corporations shall be deemed to be a liquidation,
dissolution or winding-up of the Company.
The Certificate of Designations for the New Preferred Stock does not contain
any provision requiring funds to be set aside to protect the liquidation
preference of the New Preferred Stock, although such liquidation preference
will be substantially in excess of the par value of such shares of New
Preferred Stock. In addition, the Company is not aware of any provision of
Delaware law or any controlling decision of the courts of the State of Delaware
(the state of incorporation of the Company) that requires a restriction upon
any surplus of the Company solely because the liquidation preference of the New
Preferred Stock will exceed its par value. Consequently, there will be no
restriction upon any surplus of the Company solely because the liquidation
preference of the New Preferred Stock will exceed the par value and there will
be no remedies available to holders of the New Preferred Stock before or after
the payment of any dividend, other than in connection with the liquidation of
the Company, solely by reason of the fact that such dividend would reduce any
surplus of the Company to an amount less than the difference between the
liquidation preference of the New Preferred Stock and its par value. See "Risk
Factors--Risks Related to the New Preferred Stock and the Exchange Debentures--
Restrictions on the Company's Ability to Pay Dividends on the New Preferred
Stock".
VOTING RIGHTS.
Holders of the New Preferred Stock will have no voting rights with respect to
general corporate matters except as provided by law or as set forth in the
Certificate of Designations. The Certificate of Designations provides that if
(a) dividends on the New Preferred Stock are in arrears and unpaid (and if
after October 1, 2000, such dividends are not paid in cash) for six quarterly
periods (whether or not consecutive), or (b) the Company fails to discharge its
redemption obligation to redeem the New Preferred Stock on the Mandatory
Redemption Date, then the number of directors constituting the Board of
Directors will be adjusted to permit the holders of the majority of the then
outstanding New Preferred Stock, voting as a class, to elect a director. Such
voting rights will continue until such time as all dividends in arrears on the
New Preferred Stock are paid in full (and in the case of dividends payable
after October 1, 2000, paid in cash) and any failure, breach
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<PAGE>
or default referred to in clause (b) is remedied, at which time the term of the
directors elected pursuant to the provisions of this paragraph shall terminate.
Each such event described in clauses (a) and (b) above is referred to herein as
a "Voting Rights Triggering Event".
Any vacancy occurring in the office of the director elected by holders of the
New Preferred Stock may be filled by the departing director unless and until
such vacancy shall be filled by such holders.
The Certificate of Designations also provides that, except as stated above
under "--Ranking", the Company will not authorize any class of Senior
Securities without the affirmative vote or consent of holders of at least a
majority of the shares of New Preferred Stock then outstanding, voting or
consenting, as the case may be, separately as one class. The Certificate of
Designations also provides that the Company may not amend the Certificate of
Designations so as to affect adversely the specified rights, preferences,
privileges or voting rights of holders of shares of the New Preferred Stock, or
authorize the issuance of any additional shares of New Preferred Stock, without
the affirmative vote or consent of the holders of at least a majority of the
outstanding shares of New Preferred Stock, voting or consenting, as the case
may be, as one class. The holders of at least a majority of the outstanding
shares of New Preferred Stock, voting or consenting, as the case may be, as one
class, may also waive compliance with any provision of the Certificate of
Designations. The Certificate of Designations also provides that, except as set
forth above, (a) the creation, authorization or issuance of any shares of
Parity Securities or Junior Stock or (b) the increase or decrease in the amount
of authorized capital stock of any class, including any preferred stock, shall
not require the consent of the holders of New Preferred Stock and shall not be
deemed to affect adversely the rights, preferences, privileges or voting rights
of holders of shares of New Preferred Stock.
Under Delaware law, holders of a class of preferred stock will be entitled to
vote as a class upon a proposed amendment to the certificate of incorporation,
whether or not entitled to vote thereon by the certificate of incorporation, if
the amendment would increase or decrease the aggregate number of authorized
shares of such class, increase or decrease the par value of the shares of such
class, or alter or change the powers, preferences or special rights of the
shares of such class so as to affect them adversely.
MERGER, CONSOLIDATION AND SALE OF ASSETS.
Without the affirmative vote or consent of the holders of a majority of the
issued and outstanding shares of New Preferred Stock, the Company may not
consolidate or merge with or into, or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets to, any Person
unless: (a) the entity formed by such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made shall be a corporation organized or
existing under the laws of the United States or any State thereof or the
District of Columbia; (b) the New Preferred Stock shall be converted into or
exchanged for and shall become shares of such successor, transferee or
resulting corporation, having in respect of such successor, transferee or
resulting corporation the same powers, preferences and relative participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereon, that the New Preferred Stock had immediately prior to
such transaction; and (c) immediately after giving effect to such transaction,
no Voting Rights Triggering Event shall have occurred or be continuing.
Notwithstanding the foregoing, the Company may consolidate or merge with or
into, or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its assets to, any Person if the Company makes adequate
provision (i) prior to October 1, 2002, to redeem the New Preferred Stock after
a Change of Control or (ii) on or after October 1, 2002, to redeem the New
Preferred Stock at the applicable redemption price set forth herein.
COVENANT TO REPORT
Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Company will file with the
Securities and Exchange Commission (the "Commission") and provide the Transfer
Agent and the holders of the Preferred Stock with all information, documents
and reports specified in Section 13 and Section 15(d) of the Exchange Act.
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TRANSFER AGENT AND REGISTRAR
Mellon Securities Trust Company is the transfer agent and registrar for the
New Preferred Stock.
THE EXCHANGE DEBENTURES
The Exchange Debentures will be issued under an Indenture dated as of
September 26, 1995 (the "Exchange Indenture"), between the Company and The Bank
of New York, as trustee (the "Trustee"). The Exchange Indenture is subject to
and is governed by the Trust Indenture Act of 1939, as amended. The following
summaries of certain provisions of the Exchange Indenture do not purport to be
complete, and where reference is made to particular provisions of the Exchange
Indenture, such provisions, including the definitions of certain terms, are
incorporated by reference as a part of such summaries or terms, which are
qualified in their entirety by such reference. The definitions of certain
capitalized terms used in the Exchange Indenture and in the following summary
are set forth below under "Certain Definitions".
The Exchange Debentures will be unsecured obligations of the Company and will
be limited in aggregate principal amount to the aggregate liquidation
preference of the New Preferred Stock, plus accumulated and unpaid dividends on
the date of exchange of the New Preferred Stock into Exchange Debentures (plus
any additional Exchange Debentures issued in lieu of cash interest as described
herein). The Exchange Debentures will be issued only in fully registered form
without coupons, in denominations of $1,000 or any integral multiple thereof
(other than with respect to additional Exchange Debentures issued in lieu of
cash interest as described herein). The Exchange Debentures will be
subordinated to all existing and future Senior Indebtedness of the Company.
The Exchange Debentures will mature on October 1, 2007. Each Exchange
Debenture will accrue interest at the dividend rate of the New Preferred Stock
from the Exchange Debenture Issue Date or from the most recent interest payment
date to which interest has been paid or provided for.
Interest will be payable semi-annually in cash (or, on or prior to October 1,
2000, in additional Exchange Debentures having a principal amount equal to the
cash interest otherwise payable, or in a combination of cash and Exchange
Debentures, at the option of the Company) in arrears on January 1 and July 1 of
each year, commencing with the first such date after the Exchange Debenture
Issue Date. Interest on the Exchange Debentures will be computed on the basis
of a 360-day year of twelve 30-day months and the actual number of days
elapsed.
Principal of and premium, if any, and interest on the Exchange Debentures
will be payable, and the Exchange Debentures will be exchangeable and
transferable, at the office or agency of the Company in The City of New York
(which initially will be the Corporate Trust Office of the Trustee); provided,
however, that payment of interest, to the extent paid in cash, may be made at
the option of the Company by check mailed to the person entitled thereto as
shown on the Register of the Exchange Debentures. No service charge will be
made for any registration of transfer or exchange of Exchange Debentures,
except for any tax or other governmental charge that may be imposed in
connection therewith.
The Exchange Indenture will not contain any provisions that limit the ability
of the Company to incur indebtedness or that afford Holders of the Exchange
Debentures protection in the event of a highly leveraged or similar transaction
involving the Company, other than as described under "--Certain Covenants of
the Company--Limitation on Indebtedness".
SINKING FUND
The Exchange Debentures will not be entitled to the benefits of a sinking
fund.
SUBORDINATION
The indebtedness represented by the Exchange Debentures will be subordinated
in right of payment to the prior payment in full of all Senior Indebtedness.
(Section 1201) Upon the maturity of any Senior Indebtedness, by lapse of time,
acceleration or otherwise, or upon any payment default (with or without the
giving of notice or lapse of time or both, in accordance with the terms of the
instrument governing such Senior Indebtedness, and without any waiver or
forgiveness) with respect to any Senior Indebtedness, all
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obligations with respect to such Senior Indebtedness must first be paid in
full, or such payment duly provided for, before any payment is made with
respect to the Exchange Debentures or before any acquisition of Exchange
Debentures by the Company. (Section 1202)
Upon (i) a default with respect to any Senior Indebtedness (other than under
circumstances when the terms of the previous paragraph are applicable), as such
default is defined therein or in the instrument under which it is outstanding,
permitting the holders of Senior Indebtedness to accelerate the maturity
thereof, and (ii) written notice thereof ("Default Notice") given to the
Company and the Trustee by the agent or agents under the Credit Agreement,
then, unless and until such default shall have been cured or waived by the
holders of such Senior Indebtedness or shall have ceased to exist, no direct or
indirect payment may be made by the Company with respect to the principal of or
interest on the Exchange Debentures (other than payments made in Junior
Securities) or to acquire any of the Exchange Debentures or on account of the
redemption provisions of the Exchange Debentures; provided, however, that such
provision shall not prevent the making of any payment (which is not otherwise
prohibited by the previous paragraph) for more than 120 days after the Default
Notice shall have been given unless the Senior Indebtedness in respect of which
such event of default exists has been declared due and payable in its entirety,
in which case no such payment may be made until such acceleration has been
rescinded or annulled or such Senior Indebtedness has been paid in full.
Notwithstanding the foregoing, not more than one Default Notice may be given
with respect to Senior Indebtedness within a period of 240 consecutive days.
The Exchange Indenture will provide that, upon any payment by or distribution
of the assets of the Company to creditors upon any dissolution, winding up,
liquidation, bankruptcy, reorganization, assignment for the benefit of
creditors, or any insolvency, receivership or similar proceeding relating to
the Company, all Senior Indebtedness must be paid in full, or such payment duly
provided for, before any payment or distribution (other than in Junior
Securities) is made on account of the principal of or interest on the Exchange
Debentures. (Section 1203)
By reason of such subordination, in the event of liquidation or insolvency,
creditors of the Company who are holders of Senior Indebtedness may recover
more, ratably, than other creditors of the Company and creditors of the Company
who are not holders of Senior Indebtedness or of the Exchange Debentures (or
the Company's 10 3/4% Debentures due 2004, the 9 1/4% Senior Subordinated Notes
due 2005, the 9 7/8% Debentures due 2013 and the 9 7/8% Debentures due 2023
(collectively, the "Debentures")) may recover more, ratably, than the Holders
of the Exchange Debentures.
A Holder of Exchange Debentures by such holder's acceptance of the Exchange
Debentures agrees to be bound by such provisions and authorizes and expressly
directs the Trustee, on his behalf, to take such action as may be necessary or
appropriate to effectuate the subordination provided for in the Exchange
Indenture and appoints the Trustee his attorney-in-fact for such purpose.
(Section 1209)
The amount of Senior Indebtedness outstanding at December 31, 1995, adjusted
to give pro forma effect to the transactions described under "Capitalization"
and the application of the net proceeds to the Company from the offering of the
Company's Series L Preferred Stock, would have been approximately $620.2
million.
OPTIONAL REDEMPTION.
The Exchange Debentures will be subject to redemption at any time on or after
October 1, 2002, at the option of the Company, in whole or in part, on not less
than 30 nor more than 60 days' prior notice at the following redemption prices
(expressed as percentages of the principal amount), if redeemed during the
12-month period beginning October 1 of the years indicated:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
---- ----------
<S> <C>
2002........................................................... 105.875%
2003........................................................... 103.917
2004........................................................... 101.958
2005 and thereafter............................................ 100.000
</TABLE>
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in each case together with accrued interest to the redemption date (subject to
the right of Holders of record on relevant record dates to receive interest due
on an interest payment date). If less than all of the Exchange Debentures are
to be redeemed, the Trustee shall select the Exchange Debentures or portions
thereof to be redeemed either pro rata or by lot.
In addition, up to 33 1/3% in aggregate principal amount of the Exchange
Debentures may be redeemed before October 1, 1998 at a price of 110% of the
principal amount thereof, plus accrued and unpaid interest thereon, out of the
net proceeds of a sale of Junior Stock to a Strategic Equity Investor or a
public offering of Class A Common Stock, provided that following such
redemption at least $166,666,667 principal amount of Exchange Debentures
remains outstanding.
The Credit Agreement currently prohibits the Company from making optional
redemptions of the Exchange Debentures other than through the issuance of
subordinated indebtedness, preferred stock or common stock.
CERTAIN COVENANTS OF THE COMPANY.
Upon issuance of the Exchange Debentures, the following covenants shall be
applicable:
Limitation on Indebtedness. The Exchange Indenture provides that the Company
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly incur, create, issue, assume, guarantee or otherwise become liable
for, contingently or otherwise, or become responsible for the payment of,
contingently or otherwise, any Indebtedness (other than Indebtedness between or
among any of the Company and Restricted Subsidiaries) unless, after giving
effect thereto, the Cash Flow Ratio shall be less than or equal to 9 to 1.
(Section 1007)
At December 31, 1995, such Cash Flow Ratio was approximately 5.66 to 1.
Limitation on Senior Subordinated Indebtedness. The Exchange Indenture
provides that the Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become liable for, contingently or otherwise, or become
responsible for the payment of, contingently or otherwise, any Indebtedness
which is both (i) senior in right of payment to the Exchange Debentures and
(ii) expressly subordinate in right of payment to any other Indebtedness of the
Company. For purposes of this covenant, Indebtedness is deemed to be senior in
right of payment to the Exchange Debentures if it is not subordinate in right
of payment to Senior Indebtedness at least to the same extent as the Exchange
Debentures are subordinate to Senior Indebtedness. (Section 1008)
Limitation on Restricted Payments. The Exchange Indenture provides that, so
long as any of the Exchange Debentures remains outstanding, the Company will
not, and will not permit any Restricted Subsidiary to, make any Restricted
Payment if (a) at the time of such proposed Restricted Payment, a Default or
Event of Default shall have occurred and be continuing or shall occur as a
consequence of such Restricted Payment or (b) immediately after giving effect
to such Restricted Payment, the aggregate of all Restricted Payments that shall
have been made on or after July 1, 1988 would exceed the sum of:
(i) $25,000,000, plus
(ii) an amount equal to the difference between (A) the Cumulative Cash
Flow Credit and (B) 1.2 multiplied by Cumulative Interest Expense.
Notwithstanding the foregoing, so long as no Default or Event of Default
shall have occurred and be continuing, the Company may make any Permitted
Restricted Payment; provided, however, that such Permitted Restricted Payment
shall thereafter be counted as a Restricted Payment solely for purposes of
calculating whether any future Restricted Payments are permitted under clause
(b) of the preceding sentence.
For purposes of the "Limitation on Restricted Payments" covenant, the amount
of any Restricted Payment or Permitted Restricted Payment, if other than cash,
shall be based upon fair market value as
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determined by the Board of Directors of the Company, whose good faith
determination shall be conclusive. (Section 1009)
The foregoing provisions do not prevent: (i) the payment of any dividend
within 60 days after the date of declaration thereof, if at such date of
declaration such payment complied with the above provisions; (ii) the
retirement or redemption of any shares of the Company's capital stock or
warrants, rights or options to acquire capital stock of the Company, in
exchange for, or out of the proceeds of a substantially concurrent sale of,
other shares of the Company's capital stock or warrants, rights or options to
acquire capital stock of the Company (other than Disqualified Stock); and (iii)
the redemption of or payments of cash dividends on the Series C Preferred Stock
outstanding on January 1, 1995, which redemptions or dividends are provided for
by the terms of the Series C Preferred Stock in effect on such date (or the
redemption of or payment of cash dividends on any security of the Company
issued in exchange for or upon the conversion of such Series C Preferred Stock;
provided that the aggregate amount payable pursuant to the terms of such
security is no greater than the aggregate amount payable pursuant to the terms
of the Series C Preferred Stock). For purposes of determining the aggregate
permissible amount of Restricted Payments in accordance with clause (b) of the
first paragraph of this covenant, all amounts expended pursuant to clauses (i)
and (iii) of this paragraph shall be included and all amounts expended or
received pursuant to clause (ii) of this paragraph shall be excluded; provided,
however, that amounts paid pursuant to clause (i) of this paragraph shall be
included only to the extent that such amounts were not previously included in
calculating Restricted Payments. (Section 1009)
For the purposes of the foregoing provisions, the net proceeds from the
issuance of shares of capital stock of the Company upon conversion of
Indebtedness shall be deemed to be an amount equal to (i) the accreted value of
such Indebtedness so converted on the date of such conversion and (ii) the
additional consideration, if any, received by the Company upon such conversion
thereof, less any cash payment on account of fractional shares (such
consideration, if in property other than cash, to be determined by the Board of
Directors of the Company, whose good faith determination shall be conclusive).
If the Company makes a Restricted Payment which, at the time of the making of
such Restricted Payment, would in the good faith determination of the Company
be permitted under the requirements of this covenant, such Restricted Payment
shall be deemed to have been made in compliance with this covenant
notwithstanding any subsequent adjustments made in good faith to the Company's
financial statements affecting Cumulative Cash Flow Credit or Cumulative
Interest Expense for any period. (Section 1009)
As of December 31, 1995, this covenant would have permitted the Company to
make Restricted Payments of $597.7 million.
Limitation on Investments in Unrestricted Subsidiaries and Affiliates. The
Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly (i) make any Investment or (ii) allow any Restricted Subsidiary to
become an Unrestricted Subsidiary (a "redesignation of a Restricted
Subsidiary"), in each case unless (a) no Default or Event of Default shall have
occurred and be continuing or shall occur as a consequence of such Investment
or such redesignation of a Restricted Subsidiary and (b) after giving effect
thereto, the Cash Flow Ratio shall be less than or equal to 9 to 1.
The foregoing provisions of this covenant shall not prohibit (i) any renewal
or reclassification of any Investment existing on the date hereof or (ii) trade
credit extended on usual and customary terms in the ordinary course of
business. (Section 1010)
Transactions with Affiliates. The Exchange Indenture provides that the
Company shall not, and shall not permit any of its subsidiaries to, sell,
lease, transfer or otherwise dispose of any of its properties or assets to or
purchase any property or assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, an
Affiliate of the Company that is not a subsidiary of the Company, having a
value, or for consideration having a value, in excess of $10,000,000
individually or in the aggregate unless the Board of Directors of the Company
shall make a good faith determination that the terms
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of such transaction are, taken as a whole, no less favorable to the Company or
such subsidiary, as the case may be, than those which might be available in a
comparable transaction with an unrelated Person. For purposes of clarification,
this provision shall not apply to Restricted Payments or Permitted Restricted
Payments permitted under "Limitation on Restricted Payments". (Section 1011)
CONSOLIDATION, MERGER AND SALE OF ASSETS.
The Company may not consolidate or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets to, any Person, unless: (i) the entity formed by such consolidation or
merger (if other than the Company) or to which such sale, assignment, transfer,
lease, conveyance or disposition shall have been made shall be a corporation
organized and existing under the laws of the United States or any State thereof
or the District of Columbia, and shall assume by a supplemental indenture all
the obligations of the Company under the Exchange Debentures and the Exchange
Indenture; (ii) immediately before and immediately after such transaction, and
after giving effect thereto, no Default or Event of Default shall have occurred
and be continuing; and (iii) immediately after such transaction, and after
giving effect thereto, the Person formed by or surviving any such consolidation
or merger, or to which such sale, assignment, transfer, lease or conveyance or
disposition shall have been made, shall have a Cash Flow Ratio not in excess of
9 to 1. (Section 801)
EVENTS OF DEFAULT.
The following are Events of Default under the Exchange Indenture: (1) default
for 30 days in payment of interest on the Exchange Debentures; (2) default in
payment of principal or premium, if any, on the Exchange Debentures at
Maturity, upon acceleration, redemption or otherwise; (3) failure to comply
with any other covenant or agreement of the Company, continued for 60 days (or,
with respect to certain covenants or agreements, 30 days) after written notice
as provided in the Exchange Indenture; (4) a default or defaults under any
mortgage, indenture or instrument which secures or evidences any Indebtedness
for money borrowed or guaranteed by the Company or a Restricted Subsidiary in
an aggregate amount of $10,000,000 or more (but excluding any Indebtedness for
the deferred purchase price of property or services owed to the Person
providing such property or services as to which the Company or such Restricted
Subsidiary is contesting its obligation to pay the same in good faith and by
proper proceedings and for which the Company or such Restricted Subsidiary has
established appropriate reserves) which result from the failure to pay such
Indebtedness at final maturity or which have resulted in the acceleration of
such Indebtedness; (5) the entry of a final judgment or final judgments for the
payment of money by a court or courts of competent jurisdiction against the
Company or any Restricted Subsidiary in an aggregate amount exceeding
$10,000,000 which remain undischarged and unbonded for a period (during which
execution shall not be effectively stayed) of 60 days or as to which an
enforcement proceeding has been commenced by any creditor, and (6) certain
events of bankruptcy, insolvency or reorganization. (Section 501)
If an Event of Default (other than as specified in clause (6) above) shall
occur and be continuing under the Exchange Indenture, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the outstanding
Exchange Debentures, by written notice to the Company and the agents, if any,
under the Credit Agreement (and to the Trustee if such notice is given by the
Holders), may declare all the unpaid principal of, premium, if any, and
interest on the Exchange Debentures to be due and payable as provided in the
Exchange Indenture. Upon a declaration of acceleration, such principal,
premium, if any, and accrued interest shall be due and payable upon the first
to occur of an acceleration under the Credit Agreement or ten days after
receipt by the Company and the agents, if any, under the Credit Agreement of
such written notice. No action on the part of the Trustee or any Holder of the
Exchange Debentures is required for such acceleration if an Event of Default
specified in clause (6) above shall occur and be continuing. The Holders of at
least a majority in principal amount of the Exchange Debentures then
outstanding may rescind an acceleration and its consequences if (i) all
existing Events of Default, other than the nonpayment of principal of, premium,
if any, or interest on the Exchange Debentures which have become due solely
because of the acceleration, have been cured or waived and (ii) the rescission
would not conflict with any judgment or decree
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of a court of competent jurisdiction. A declaration of acceleration because of
an Event of Default specified in clause (4) of the preceding paragraph would be
automatically annulled if the Indebtedness referred to therein were discharged,
or the Holders thereof rescinded their declaration of acceleration referred to
therein, within 30 days after the acceleration of the Exchange Debentures and
no other Event of Default had occurred and not been cured or waived during such
period. (Section 502) The Holders of a majority in principal amount of the
Exchange Debentures outstanding also have the right to waive certain past
defaults under the Exchange Indenture. (Section 513)
No Holder of any Exchange Debentures issued under the Exchange Indenture has
any right to institute any proceeding with respect to such Exchange Indenture
or for any remedy thereunder, unless (i) such Holder has previously given to
the Trustee written notice of a continuing Event of Default under the Exchange
Indenture, (ii) the Holders of at least 25% in principal amount of the
outstanding Exchange Debentures issued under the Exchange Indenture have made
written request and offered reasonable indemnity to the Trustee to institute
such proceeding as Trustee under the Exchange Indenture, and (iii) the Trustee
has not received from the Holders of a majority in principal amount of the
outstanding Exchange Debentures a direction inconsistent with such request and
the Trustee has failed to institute such proceeding within 60 days after
receipt of such notice. (Section 507) Such limitations do not apply, however,
to a suit instituted by a Holder of an Exchange Debenture for the enforcement
of payment of the principal of or premium, if any, or interest on such Exchange
Debenture on or after the respective due dates expressed in such Exchange
Debenture. (Section 508)
During the existence of an Event of Default, the Trustee is required to
exercise such rights and powers vested in it under the Exchange Indenture and
use the same degree of care and skill in its exercise thereof as a prudent
person would exercise under the circumstances in the conduct of such person's
own affairs. Subject to the provisions of the Exchange Indenture relating to
the duties of the Trustee, in case an Event of Default shall occur and be
continuing, the Trustee is not under any obligation to exercise any of its
rights or powers under the Exchange Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
reasonable security or indemnity. (Section 602) Subject to such provisions for
the indemnification of the Trustee, the Holders of a majority in principal
amount of the outstanding Exchange Debentures have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee under
the Exchange Indenture. (Section 512)
The Company is required to furnish to the Trustee an annual statement as to
the performance by the Company of its obligations under the Exchange Indenture
and as to any default in such performance. (Section 1013)
DEFEASANCE.
The Company may at any time terminate all of its obligations with respect to
the Exchange Debentures ("defeasance"), except for certain obligations,
including those regarding the Defeasance Trust (as defined below) and
obligations to register the transfer or exchange of Exchange Debentures, to
replace mutilated, destroyed, lost or stolen Exchange Debentures and to
maintain agencies in respect of the Exchange Debentures. The Company may also
at any time terminate its obligations under the covenants set forth in the
Exchange Indenture, which are described under "--Certain Covenants of the
Company" above, and any omission to comply with such obligations shall not
constitute a Default or an Event of Default with respect to the Exchange
Debentures ("covenant defeasance"). (Sections 1402, 1403 and 1404)
In order to exercise either defeasance or covenant defeasance, (i) the
Company must irrevocably deposit in trust, for the benefit of the Holders, with
the Trustee money or U.S. Government Obligations, or a combination thereof, in
such amounts as will be sufficient to pay the principal of and premium, if any,
and interest on the Exchange Debentures to redemption or maturity (the
"Defeasance Trust"), (ii) the Company must deliver opinions of counsel to the
effect that such Holders will not recognize income, gain or loss for
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federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred (in the case of defeasance,
such opinion must refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable federal income tax laws), (iii) no event or
condition shall exist that, pursuant to certain provisions described under
"Subordination" above, would prevent the Company from making payments of
principal of and premium, if any, and interest on the Exchange Debentures at
the date of the irrevocable deposit referred to above or at any time during the
period ending on the 91st day after such deposit date and (iv) the Company must
comply with certain other conditions. (Section 1404)
SATISFACTION AND DISCHARGE OF THE EXCHANGE INDENTURE AND THE EXCHANGE
DEBENTURES.
The Exchange Indenture will cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of Exchange
Debentures, as expressly provided for in the Exchange Indenture) when either
(i) all such Exchange Debentures theretofore authenticated and delivered
(except lost, stolen or destroyed Exchange Debentures which have been replaced
or paid) have been delivered to the Trustee for cancellation and the Company
has paid all sums payable by it under the Exchange Indenture or (ii) all such
Exchange Debentures not theretofore delivered to the Trustee for cancellation
(a) have become due and payable, or (b) will become due and payable within one
year, or (c) are to be called for redemption within one year, and the Company
has irrevocably deposited or caused to be deposited with the Trustee funds in
an amount sufficient to pay the entire indebtedness on such Exchange Debentures
not theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest to the date of deposit (if such Exchange
Debentures are then due and payable) or to the applicable maturity or
redemption date (as the case may be), and the Company has paid all sums payable
by it under the Exchange Indenture. (Section 401)
MODIFICATION AND WAIVER.
Modifications and amendments of the Exchange Indenture or the Exchange
Debentures may be made by the Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the
outstanding Exchange Debentures; provided, however, that no such modification
or amendment may, without the consent of the Holder of each outstanding
Exchange Debenture, (i) change the Stated Maturity of the principal of, or the
premium, if any, or any installment of interest on, the Exchange Debentures,
(ii) reduce the principal amount of, or the premium, if any, or interest on,
the Exchange Debentures, (iii) change the Currency in which any Exchange
Debenture or any premium or the interest thereon is payable, (iv) impair the
right to institute suit for the enforcement of any payment on or with respect
to the Exchange Debentures, (v) reduce the percentage in principal amount of
outstanding Exchange Debentures necessary to waive compliance with certain
provisions of the Exchange Indenture or to waive certain defaults, (vi) modify
any of the provisions relating to supplemental indentures requiring the consent
of Holders or relating to the waiver of past defaults, except to increase the
percentage of outstanding Exchange Debentures required for such actions or to
provide that certain other provisions of the Exchange Indenture cannot be
modified or waived without the consent of the Holder of each Exchange Debenture
affected thereby, or (vii) modify any of the provisions of the Exchange
Indenture relating to the subordination of the Exchange Debentures in a manner
adverse to the Holders thereof. (Sections 901 and 902)
The Holders of a majority in aggregate principal amount of the Exchange
Debentures then outstanding may waive compliance with certain restrictive
covenants and provisions of the Exchange Indenture. (Section 1014)
REGARDING THE TRUSTEE.
The Bank of New York ("BONY") is the Trustee under the Exchange Indenture and
the indentures relating to the Company's 10 3/4% Debentures due 2004, the
9 7/8% Debentures due 2013, the 9 7/8% Debentures due 2023 and the 9 1/4% Senior
Subordinated Notes due 2005. BONY is a party to certain credit
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agreements with the Company and its subsidiaries, including the Credit
Agreement, borrowings under which constitute Senior Indebtedness under the
Exchange Indenture. BONY may also maintain other banking arrangements with the
Company in the ordinary course of business.
DEFINITIONS
Set forth below is a summary of certain defined terms used in the Certificate
of Designations and in the Exchange Indenture. Reference is made to the
Certificate of Designations and the Exchange Indenture for the full definition
of all such terms, as well as any other capitalized terms used herein for which
no definition is provided.
"Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
control when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Annualized Operating Cash Flow" means, for any period of three complete
consecutive calendar months, an amount equal to Operating Cash Flow for such
period multiplied by four.
"Banks" means the lenders from time to time under the Credit Agreement.
"Capitalized Lease Obligation" means any obligation of a person to pay rent
or other amounts under a lease with respect to any property (whether real,
personal or mixed) acquired or leased by such Person and used in its business
that is required to be accounted for as a liability on the balance sheet of
such Person in accordance with generally accepted accounting principles, and
the amount of such Capitalized Lease Obligation shall be the amount so required
to be accounted for as a liability.
"Cash Flow Ratio" means, as at any date, the ratio of (i) the sum of the
aggregate outstanding principal amount of all Indebtedness of the Company and
the Restricted Subsidiaries determined on a consolidated basis but excluding
all Interest Swap Obligations entered into by the Company or any Restricted
Subsidiary and one of the Banks outstanding on such date plus (but without
duplication of Indebtedness supported by Letters of Credit) the aggregate
undrawn face amount of all Letters of Credit outstanding on such date to (ii)
Annualized Operating Cash Flow determined as at the last day of the most recent
month for which financial information is available.
"Change of Control" means any transaction or series of transactions
(including, without limitation, a tender offer, merger or consolidation) the
result of which is that Dolan ceases (i) to elect a majority of the Board of
Directors of the Company or (ii) to be the "beneficial owner" (as defined in
Rule 13(d)(3) under the Exchange Act) of at least 50% of the aggregate voting
power of the voting stock of the Company.
"Cumulative Cash Flow Credit" means the sum of:
(a) cumulative Operating Cash Flow during the period commencing on July
1, 1988 and ending on the last day of the most recent month preceding the
date of the proposed Restricted Payment for which financial information is
available or, if cumulative Operating Cash Flow for such period is
negative, minus the amount by which cumulative Operating Cash Flow is less
than zero, plus
(b) the aggregate net proceeds received by the Company from the issue or
sale (other than to a Restricted Subsidiary) of its capital stock (other
than Disqualified Stock) on or after January 1, 1992, plus
(c) the aggregate net proceeds received by the Company from the issuance
or sale (other than to a Restricted Subsidiary) of its capital stock (other
than Disqualified Stock) on or after January 1, 1992, upon the conversion
of, or exchange for, Indebtedness of the Company or any Restricted
Subsidiary or from the exercise of any options, warrants or other rights to
acquire capital stock of the Company.
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For purposes of this definition, the net proceeds in property other than cash
received by the Company as contemplated by clauses (b) and (c) above shall be
valued at the fair market value of such property (as determined by the Board of
Directors of the Company, whose good faith determination shall be conclusive)
at the date of receipt by the Company.
"Cumulative Interest Expense" means, for the period commencing on July 1,
1988 and ending on the last day of the most recent month preceding the proposed
Restricted Payment for which financial information is available, the aggregate
of the interest expense of the Company and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with generally
accepted accounting principles, including interest expense attributable to
Capitalized Lease Obligations.
"Debt" with respect to any Person means, without duplication, any liability,
whether or not contingent, (i) in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereto), but excluding reimbursement
obligations under any surety bond, (ii) representing the balance deferred and
unpaid of the purchase price of any property (including pursuant to Capitalized
Lease Obligations), except any such balance that constitutes a trade payable,
(iii) under Interest Swap Agreements (as defined in the Credit Agreement)
entered into pursuant to the Credit Agreement, (iv) under any other agreement
related to the fixing of interest rates on any Indebtedness, such as an
interest swap, cap or collar agreement (if and to the extent any of the
foregoing would appear as a liability upon a balance sheet of such Person
prepared on a consolidated basis in accordance with generally accepted
accounting principles), or (v) guarantees of items of other Persons which would
be included within this definition for such other Persons (whether or not the
guarantee would appear on such balance sheet).
"Disqualified Stock" means any capital stock of the Company or any Restricted
Subsidiary which, by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to the maturity date of the Exchange
Debentures.
"Dolan" shall mean Mr. Charles Dolan, his spouse, his descendants or any
spouse of any such descendants and trusts for the benefit of, inter alia, him,
his spouse, his descendants or any spouse of any such descendants, and any
estate, testamentary trust, or executor, administrator, conservator or legal or
personal representative of any of the foregoing.
"Exchange Debenture Issue Date" means the date on which the Exchange
Debentures are originally issued under the Exchange Indenture.
"Indebtedness" with respect to any Person, means the Debt of such Person;
provided, however, that, with respect to the Company, the Minimum Payment or
the Preferred Payment (each a "Cablevision of NYC Payment") payable by a
subsidiary of the Company and guaranteed by the Company as a result of the
Cablevision of NYC Acquisition shall not be deemed to be "Indebtedness" so long
as the Company and such subsidiary are permitted to make such Cablevision of
NYC Payment in one or more classes of the Company's capital stock (other than
Disqualified Stock) pursuant to the terms of the Cablevision of NYC Acquisition
agreement and the Company and the Restricted Subsidiaries are prohibited from
making such Cablevision of NYC Payment in cash, debt securities, Disqualified
Stock or any combination thereof, pursuant to the terms of any mortgage,
indenture, credit agreement or other instrument that secures or evidences
Indebtedness for money borrowed or guaranteed by the Company or a Restricted
Subsidiary in an aggregate amount of $10,000,000 or more; provided that, for
purposes of the definition of "Indebtedness" (including the term "Debt" to the
extent incorporated in such definition) and for purposes of the definition of
"Event of Default", the term "guarantee" shall not be interpreted to extend to
a guarantee under which recourse is limited to the capital stock of an entity
that is not a Restricted Subsidiary.
"Interest Swap Obligations" means, with respect to any Person, the
obligations of such Person pursuant to any arrangement with any other Person
whereby, directly or indirectly, such Person is entitled to receive
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from time to time periodic payments calculated by applying either a floating or
a fixed rate of interest on a stated notional amount in exchange for periodic
payments made by such Person calculated by applying a fixed or a floating rate
of interest on the same notional amount.
"Investment" means any advance, loan, account receivable (other than an
account receivable arising in the ordinary course of business), or other
extension of credit (excluding, however, accrued and unpaid interest in respect
of any advance, loan or other extension of credit) or any capital contribution
to (by means of transfers of property to others, payments for property or
services for the account or use of others, or otherwise), any purchase or
ownership of any stocks, bonds, notes, debentures or other securities
(including, without limitation, any interests in any partnership, joint venture
or joint adventure) of, or any bank accounts with or guarantee of any
Indebtedness or other obligations of, any Unrestricted Subsidiary or Affiliate
that is not a subsidiary of the Company, provided that (i) the term
"Investment" shall not include any transaction that would otherwise constitute
an Investment of the Company or a subsidiary of the Company to the extent that
the consideration provided by the Company or such subsidiary in connection
therewith shall consist of capital stock of the Company (other than
Disqualified Stock) and (ii) the term "guarantee" shall not be interpreted to
extend to a guarantee under which recourse is limited to the capital stock of
an entity that is not a Restricted Subsidiary.
"Junior Securities" means securities of the Company as reorganized or
readjusted or securities of the Company or any other company, trust or
corporation provided for by a plan of reorganization or readjustment, junior or
the payment of which is otherwise subordinate, at least to the extent provided
in the Exchange Indenture, to the payment of all Senior Indebtedness at the
time outstanding, and to the payment of all securities issued in exchange
therefor, to the holders of the Senior Indebtedness at the time outstanding.
"Make-Whole Premium" means, with respect to a share of Preferred Stock, (a)
the present value of (i) dividends accruing until and including October 1, 2002
(assuming payment thereof in cash on the applicable dividend payment date) and
(ii) the liquidation preference and any applicable optional redemption premium
therefor payable on such date for such share (in each case assuming payment
thereof on October 1, 2002), computed using a discount rate equal to the
Treasury Rate plus 50 basis points less (b) the liquidation preference of $100
per share. The definition of Make-Whole Premium in the New Preferred Stock has
been changed to make clear that the amount to be received by a holder of New
Preferred Stock is the sum of (i) the liquidation preference of $100 per share
plus (ii) accumulated and unpaid dividends to the date of redemption plus (iii)
the Make-Whole Premium, which is based on a discount rate equal to the Treasury
Rate plus 50 basis points.
"Operating Cash Flow" means, for any period, the sum of the following for the
Company and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with generally accepted accounting principles
(except for the amortization of deferred installation income which shall
be excluded from the calculation of Operating Cash Flow for all purposes of the
Exchange Indenture): (i) aggregate operating revenues minus (ii) aggregate
operating expenses (including technical, programming, sales, selling, general
and administrative expenses and salaries and other compensation, net of amounts
allocated to Affiliates, paid to any general partner, director, officer or
employee of the Company or any Restricted Subsidiary, but excluding interest,
depreciation and amortization and the amount of non-cash compensation in
respect of the Company's employee incentive stock programs for such period (not
to exceed in the aggregate for any calendar year 7% of Operating Cash Flow for
the previous calendar year) and, to the extent otherwise included in operating
expenses, any losses resulting from a writeoff or writedown of Investments by
the Company or any Restricted Subsidiary in Affiliates). For purposes of
determining Operating Cash Flow, there shall be excluded all management fees
until actually paid to the Company or any Restricted Subsidiary in cash.
"Permitted Restricted Payment" means the payment or declaration of any
dividend by the Company or the making by the Company of any other distribution
or the consummation of an exchange offer, or any combination of the foregoing,
which results in all or a portion of the Capital Stock of Rainbow Programming
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Holdings, Inc. or of another entity holding only assets that were held by
Rainbow Programming Holdings, Inc. immediately prior to the acquisition thereof
by such entity (in either case, "RPH") being held by all or any portion of the
shareholders of the Company (an "RPH Transaction"), it being understood that
(i) if the Company and its Subsidiaries, after the date of the Exchange
Indenture and prior to the date of an RPH Transaction, make Investments in RPH
(in cash or assets) aggregating not more than $15,000,000, then such RPH
Transaction shall continue to constitute a "Permitted Restricted Payment" and
(ii) if the Company or any Subsidiary makes any Investment in RPH, after the
date of the Exchange Indenture and prior to the date of such RPH Transaction,
that is not permitted by the foregoing clause (i), then such RPH Transaction
shall not constitute a "Permitted Restricted Payment". For purposes of the
foregoing, the value of any assets invested in RPH shall be based upon the fair
market value thereof as determined by the Board of Directors of the Company,
whose good faith determination shall be conclusive.
"Principals" means Charles F. Dolan and trusts established for the benefit of
family members of Charles F. Dolan.
"Rainbow Spin-Off" means the payment of any dividend by the Company or the
making by the Company of any other distribution or the consummation of an
exchange offer, or any combination of the foregoing, which results in all or a
portion of the capital stock of Rainbow Programming Holdings, Inc. or any
successor to the assets or equity interests thereof, or of another entity,
holding only assets that were held by Rainbow Programming Holdings, Inc.
immediately prior to the acquisition thereof by such entity, being held by all
or any portion of the shareholders of the Company.
"Restricted Payment" means,
(a) any Stock Payment by the Company or a Restricted Subsidiary; or
(b) any direct or indirect payment to redeem, repurchase, defease or
otherwise acquire or retire for value, or permit any Restricted Subsidiary to
redeem, repurchase, defease or otherwise acquire or retire for value, prior to
any scheduled maturity, scheduled repayment or scheduled sinking fund payment,
any Indebtedness of the Company that is subordinate in right of payment to the
Exchange Debentures.
Notwithstanding the foregoing, Restricted Payments shall not include (x)
payments by any Restricted Subsidiary to the Company or any other Restricted
Subsidiary or (y) any Investment or designation of a Restricted Subsidiary as
an Unrestricted Subsidiary permitted under the "Limitation on Investments in
Unrestricted Subsidiaries and Affiliates" covenant.
"Restricted Subsidiary" means any subsidiary of the Company, whether existing
on the date of the Exchange Indenture or created subsequent thereto, designated
from time to time by the Company as a "Restricted Subsidiary"; provided,
however, that no subsidiary can be or remain so designated unless (i) at least
67% of each of the total equity interest and the voting control of such
subsidiary is owned, directly or indirectly, by the Company or another
Restricted Subsidiary and (ii) such subsidiary is not restricted, pursuant to
the terms of any loan agreement, note, indenture or other evidence of
indebtedness, from (a) paying dividends or making any distribution on such
subsidiary's capital stock or other equity securities or paying any
Indebtedness owed to the Company or to any Restricted Subsidiary, (b) making
any loans or advances to the Company or any Restricted Subsidiary or (c)
transferring any of its properties or assets to the Company or any Restricted
Subsidiary (it being understood that a financial covenant any of the components
of which are directly impacted by the taking of the action (e.g., the payment
of a dividend) itself (such as a minimum net worth test) would be deemed to be
a restriction on the foregoing actions, while a financial covenant none of the
components of which is directly impacted by the taking of the action (e.g., the
payment of a dividend) itself (such as a debt to cash flow test) would not be
deemed to be a restriction on the foregoing actions); and provided further,
that the Company may, from time to time, redesignate any Restricted Subsidiary
as an Unrestricted Subsidiary in accordance with the provisions of the
"Limitation on Investments in Unrestricted Subsidiaries and Affiliates"
covenant.
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"Senior Indebtedness" means the principal, premium, if any, interest
(including post-petition interest in any proceeding under any Bankruptcy Law,
whether or not such interest is an allowed claim enforceable against the debtor
in a proceeding under such Bankruptcy Law), penalties, fees and other
liabilities payable with respect to (i) all Debt of the Company, other than the
Exchange Debentures and the Company's 10 3/4% Debentures due 2004, the 9 7/8%
Debentures due 2013, the 9 7/8% Debentures due 2023 and the 9 1/4% Senior
Subordinated Notes due 2005 (with which the Exchange Debentures are intended to
rank on a parity), whether outstanding on the date of the Exchange Indenture or
thereafter created, incurred or assumed, which is (x) for money borrowed, (y)
evidenced by a note or similar instrument given in connection with the
acquisition of any businesses, properties or assets of any kind or (z) in
respect of any Capitalized Lease Obligations and (ii) all renewals, extensions,
refundings, increases or refinancings thereof, unless, in the case of (i) or
(ii) above, the instrument under which the Debt is created, incurred, assumed
or guaranteed expressly provides that such Debt is not senior in right of
payment to the Exchange Debentures. For purposes of clarification, Senior
Indebtedness includes any liability under Interest Swap Agreements entered into
pursuant to the Credit Agreement. Notwithstanding anything to the contrary
contained in the Exchange Indenture, Senior Indebtedness shall mean and include
all amounts of Senior Indebtedness that is such by virtue of clause (i) or (ii)
of the foregoing definition that are repaid by the Company and subsequently
recovered from the holder of such Senior Indebtedness under any applicable
Bankruptcy Laws or otherwise (other than by reason of some wrongful conduct on
the part of the holders of such Debt).
"Stock Payment" means, with respect to any Person, the payment or declaration
of any dividend, either in cash or in property (except dividends payable in
common stock or common shares of capital stock of such Person), or the making
by such Person of any other distribution, on account of any shares of any class
of its capital stock, now or hereafter outstanding, or the redemption,
purchase, retirement or other acquisition for value by such Person, directly or
indirectly, of any shares of any class of its capital stock, now or hereafter
outstanding.
"Strategic Equity Investor" means a corporation or entity with an equity
market capitalization, a net asset value or annual revenues of at least $1.0
billion that owns and operates businesses in the telecommunications,
information systems, entertainment, cable or similar or related industries.
"Treasury Rate" means the yield to maturity at the time of computation of
United States Treasury securities (as compiled and published in the most recent
Federal Reserve Statistical Release H.15(519) which has become publicly
available at least two business days prior to the date fixed for redemption of
the Preferred Stock or, if such Statistical Release is no longer published, any
publicly available source of similar market data with a constant maturity most
nearly equal to the then remaining period to the date scheduled for the
mandatory redemption of the Preferred Stock; provided, however, that if such
period is not equal to the constant maturity of a United States Treasury
security for which a weekly average yield is given, the Treasury Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of United States Treasury securities for
which such yields are given.
"Unrestricted Subsidiary" means any subsidiary of the Company which is not a
Restricted Subsidiary.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material anticipated federal income tax
consequences of an exchange of the Old Preferred Stock for New Preferred Stock.
This summary is based upon the provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), the final, temporary and proposed regulations
promulgated thereunder, and administrative rulings and judicial decisions now
in effect, all of which are subject to change (possibly with retroactive
effect) or different interpretations. This summary does not purport to deal
with all aspects of federal income taxation that may be relevant to an
investor's decision to hold the New Preferred Stock and it is not intended to
be applicable to all categories of investors, some of which, such as dealers in
securities, banks, insurance companies, tax-exempt organizations, foreign
persons, persons that hold New Preferred Stock or Exchange Debentures as part
of a straddle or conversion transaction or holders
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subject to the alternative minimum tax, may be subject to special rules. In
addition, the summary is limited to persons that will hold the New Preferred
Stock and any Exchange Debentures received in exchange therefor as "capital
assets" (generally, property held for investment) within the meaning of Section
1221 of the Code. Holders should note that Counsel's opinion is not binding on
the Service and there can be no assurance that the Internal Revenue Service
(the "Service") will take a similar view with respect to the tax consequences
described below. No ruling has been or will be requested by the Company from
the Service on any tax matters relating to the New Preferred Stock or Exchange
Debentures. ALL PROSPECTIVE HOLDERS OF SHARES OF NEW PREFERRED STOCK ARE
ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE FEDERAL, STATE, LOCAL
AND FOREIGN TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF NEW PREFERRED
STOCK OR EXCHANGE DEBENTURES.
TAXATION OF HOLDERS ON EXCHANGE
No gain or loss will be recognized by a holder that exchanges Old Preferred
Stock for New Preferred Stock pursuant to the Exchange Offer. The basis of New
Preferred Stock received by such holder in the exchange will be the same as the
Old Preferred Stock exchanged therefor. The holder's holding period for such
New Preferred Stock will include the holder's holding period for the Old
Preferred Stock so exchanged, provided that the Old Preferred Stock was held as
a capital asset.
PLAN OF DISTRIBUTION
Each broker-dealer that receives New Preferred Stock for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Preferred Stock. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Preferred Stock received
in exchange for Old Preferred Stock where such Old Preferred Stock were
acquired as a result of market-making activities or other trading activities.
The Company has agreed that it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale for a period of 90 days from the date of this Prospectus, or such
shorter period as will terminate when all Old Preferred Stock acquired by
broker-dealers for their own accounts as a result of market-making activities
or other trading activities have been exchanged for New Preferred Stock and
resold by such broker-dealers.
The Company will not receive any proceeds from any sale of New Preferred
Stock by broker-dealers. New Preferred Stock received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Preferred Stock or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such New
Preferred Stock. Any broker-dealer that resells New Preferred Stock that were
received by it for its own account pursuant to the Exchange Offer and any
broker or dealer that participates in a distribution of such New Preferred
Stock may be deemed to be a "underwriter" within the meaning of the Securities
Act and any profit on any such resale of New Preferred Stock and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
For a period of 90 days from the date of this Prospectus, or such shorter
period as will terminate when all Old Preferred Stock acquired by broker-
dealers for their own accounts as a result of market-making activities or other
trading activities have been exchanged for New Preferred Stock and resold by
such broker-dealers, the Company will promptly send additional copies of this
Prospectus and any amendment or
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supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to indemnify such broker-
dealers against certain liabilities, including liabilities under the Securities
Act.
VALIDITY OF THE NEW PREFERRED STOCK
The validity of the New Preferred Stock will be passed upon for the Company
by Sullivan & Cromwell, New York, New York.
EXPERTS
The consolidated financial statements and schedule of the Company and its
subsidiaries as of December 31, 1995 and 1994 and for each of the years in the
three-year period ended December 31, 1995 that are incorporated in this
Prospectus by reference have been incorporated herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The consolidated financial statements of A-R Cable Services, Inc. and its
subsidiaries as of December 31, 1995 and 1994 and for each of the years in the
three-year period ended December 31, 1995 that are incorporated in this
Prospectus by reference have been incorporated herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
rights to which those seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
The first paragraph of Article Ninth of the Corporation's Certificate of
Incorporation provides:
The corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, or by any successor thereto, indemnify
any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said section. Such right to
indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person. The
indemnification provided for herein shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled
under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.
Article VIII of the By-Laws of the Corporation provides:
A. The corporation shall indemnify each person who was or is made a
party or is threatened to be made a party to or is involved in any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of
whom he or she is the legal representative, is or was a director or
officer of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or alleged action in
any other capacity while serving as a director, officer, employee or
agent, to the maximum extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment), against all expense, liability and loss (including
attorney's fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred by such
person in connection with such proceeding. Such indemnification shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators. The right to indemnification conferred in
this Article shall be a contract right and shall include the right to
be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided that, if the
Delaware General Corporation Law so requires, the payment of such
expenses incurred by a director or officer in advance of the final
disposition of a proceeding
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shall be made only upon receipt by the corporation of an undertaking by
or on behalf of such person to repay all amounts so advanced if it
shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this Article or
otherwise.
B. The right to indemnification and advancement of expenses conferred
on any person by this Article shall not limit the corporation from
providing any other indemnification permitted by law nor shall it be
deemed exclusive of any other right which any such person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
C. The corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent
of the corporation or another corporation, partnership, joint venture,
or other enterprise against any expense, liability or loss, whether or
not the corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General
Corporation Law.
The Corporation has entered into indemnification agreements with certain of
its officers and directors indemnifying such officers and directors from and
against certain expenses, liabilities or other matters referred to in or
covered by Section 145 of the Delaware General Corporation Law. The Corporation
has also entered into an agreement with Charles F. Dolan ("Mr. Dolan"), the
Chairman of the Corporation, pursuant to which Mr. Dolan has agreed to
guarantee the Corporation's obligation to indemnify its officers and directors
to the fullest extent permitted by Delaware law. In addition, subject to
certain limitations, Mr. Dolan has agreed to indemnify such officers and
directors against any loss or expense such person may incur in connection with
any transaction involving Mr. Dolan or entities affiliated with Mr. Dolan to
the extent indemnification is not provided by the Corporation. Any payment
required to be made by Mr. Dolan pursuant to such agreement will be reduced by
any proceeds of insurance or reimbursement under any other form of
indemnification reimbursement available to such officer or director. The
Corporation maintains directors' and officers' liability insurance.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. The second paragraph of Article Ninth of the
Corporation's Certificate of Incorporation provides for such limitation of
liability.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<C> <S>
4.1 --Certificate of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 dated January 17, 1986, File No. 33-1936 (the "S-1")).
4.1A --Amendment to Certificate of Incorporation and complete copy of amended
and restated Certificate of Incorporation (incorporated herein by
reference to Exhibits 3.1A(i) and 3.1A(ii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989 (the
"1989 10-K")).
4.1B --Certificate of Designations for the Series G Redeemable Exchangeable
Preferred Stock (incorporated by reference to Exhibit 3.1D to the
Company's Registration Statement on Form S-4, File No. 33-62717)
*4.1C --Certificate of Designations for the Series H Redeemable Exchangeable
Preferred Stock.
4.1D --Certificate of Designations for the Series I Cumulative Convertible
Exchangeable Preferred Stock (incorporated herein by reference to
Exhibit 99.3 to the Company's Current Report on
Form 8-K filed November 7, 1995)
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
4.1E --Certificate of Designations for the Series L Redeemable Exchangeable
Preferred Stock (incorporated by reference from Exhibit 3.1G to the
Company's Form 10-K for the year ended December 31, 1995).
4.2 --By-laws of the Registrant (incorporated herein by reference to Exhibit
3.2 to the S-1).
4.2A --Amendment to By-laws of the Registrant and complete copy of amended
and restated By-laws (incorporated herein by reference to Exhibit 3.2
to the 1989 10-K).
4.2B --Amendment to By-laws of the Registrant and complete copy of amended
and restated By-laws (incorporated herein by reference to Exhibit 3.2B
to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1992).
4.2C --Amendment to By-laws of the Registrant and complete copy of amended
and restated By-laws (incorporated herein by reference to Exhibit 3.2C
to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994).
4.2D --Amendment to By-laws of the Company's Registrant and complete copy of
amended and restated By-laws (incorporated herein by reference to
Exhibit 3.2D to the Company's Registration Statement on Form S-4, File
No. 33-62717 ).
*4.3 --Registration Rights Agreement, dated September 26, 1995, between the
Registrant and Bear, Stearns & Co. Inc., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co.
Incorporated.
*4.4 --Indenture dated as of September 26, 1995 between the Registrant and
The Bank of New York, Trustee.
*4.5 --Form of 11 3/4% Exchange Debenture due 2007 (included in Exhibit 4.4).
5 --Opinion of Sullivan & Cromwell.
12 --Computation of ratio of deficiency of earnings to fixed charges.
23.1 --Consent of KPMG Peat Marwick LLP.
23.2 --Consent of Sullivan & Cromwell (included in Exhibit 5).
*24 --Powers of Attorney.
*25 --Statement of Eligibility of The Bank of New York, Trustee.
*99.1 --Form of Letter of Transmittal.
*99.2 --Form of Notice of Guaranteed Delivery.
</TABLE>
- --------
* Previously filed.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore,
II-3
<PAGE>
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by any such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether or not such indemnification is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall
be deemed to be part of this registration statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-4 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE TOWN OF OYSTER BAY AND THE STATE OF NEW YORK, ON THE
28TH DAY OF MARCH, 1996.
Cablevision Systems Corporation
*
By __________________________________
JAMES L. DOLAN
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED ON THE 28TH DAY OF MARCH, 1996.
SIGNATURE TITLE
* Chief Executive Officer (Principal
- ------------------------------------- Executive Officer) and Director
(JAMES L. DOLAN)
* Chairman of the Board
- -------------------------------------
(CHARLES F. DOLAN)
* Senior Vice President--Finance and
- ------------------------------------- Treasurer (Principal Financial Officer)
(BARRY J. O'LEARY)
Vice Chairman (Principal Accounting
* Officer)
- ------------------------------------- and Director
(WILLIAM J. BELL)
* Vice Chairman and Director
- -------------------------------------
(MARC A. LUSTGARTEN)
/s/ Robert S. Lemle Senior Vice President, General Counsel,
- ------------------------------------- Secretary and Director
(ROBERT S. LEMLE)
II-5
<PAGE>
SIGNATURE TITLE
* Vice President and Director
- -------------------------------------
(SHEILA A. MAHONY)
* Director and Chairman of the Executive
- ------------------------------------- Committee
(JOHN TATTA)
* Director
- -------------------------------------
(PATRICK F. DOLAN)
* Director
- -------------------------------------
(FRANCIS F. RANDOLPH, JR.)
* Senior Vice President and Director
- -------------------------------------
(DANIEL T. SWEENEY)
* Director
- -------------------------------------
(CHARLES D. FERRIS)
* Director
- -------------------------------------
(RICHARD H. HOCHMAN)
* Director
- -------------------------------------
(VICTOR ORISTANO)
/s/ Robert S. Lemle
*By: ________________________________
Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
LOCATION OF EXHIBIT
EXHIBIT IN SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT NUMBERING SYSTEM
------- ----------------------- -------------------
<C> <S> <C>
4.1 --Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit
3.1 to the Company's Registration Statement on
Form S-1 dated January 17, 1986, File No. 33-
1936 (the "S-1")).
4.1A --Amendment to Certificate of Incorporation and
complete copy of amended and restated
Certificate of Incorporation (incorporated
herein by reference to Exhibits 3.1A(i) and
3.1A(ii) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31,
1989 (the "1989 10-K")).
4.1B --Certificate of Designations for the Series G
Redeemable Exchangeable Preferred Stock
(incorporated by reference to Exhibit 3.1D to
the Company's Registration Statement on Form S-
4, File No. 33-62717).
4.1C --Certificate of Designations for the Series H
Redeemable Exchangeable Preferred Stock.
4.1D --Certificate of Designations for the Series I
Cumulative Convertible Exchangeable Preferred
Stock (incorporated herein by reference to
Exhibit 99.3 to the Company's Current Report on
Form 8-K filed November 7, 1995)
4.1E --Certificate of Designation for the Series L
Redeemable Exchangeable Preferred Stock
(incorporated by reference to Exhibit 3.1G to
the Company's Form 10-K for the year ended
December 31, 1995).
4.2 --By-laws of the Registrant (incorporated herein
by reference to Exhibit 3.2 to the S-1).
4.2A --Amendment to By-laws of the Registrant and
complete copy of amended and restated By-laws
(incorporated herein by reference to Exhibit
3.2 to the 1989 10-K).
4.2B --Amendment to By-laws of the Registrant and
complete copy of amended and restated By-laws
(incorporated herein by reference to Exhibit
3.2B to the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 1992).
4.2C --Amendment to By-laws of the Registrant and
complete copy of amended and restated By-laws
(incorporated herein by reference to Exhibit
3.2C to the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 1994).
4.2D --Amendment to By-laws of the Registrant and
complete copy of amended and restated By-laws
(incorporated herein by reference to Exhibit
3.2D to the Company's Registration Statement to
Form S-4, File No. 33-62717).
*4.3 --Registration Rights Agreement, dated September
26, 1995, between the Registrant and Bear,
Stearns & Co. Inc., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and Morgan Stanley & Co.
Incorporated.
*4.4 --Indenture dated as of September 26, 1995
between the Registrant and The Bank of New
York, Trustee.
*4.5 --Form of 11 3/4% Exchange Debenture due 2007
(included in Exhibit 4.4).
5 --Opinion of Sullivan & Cromwell.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION OF EXHIBIT
EXHIBIT IN SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT NUMBERING SYSTEM
------- ----------------------- -------------------
<C> <S> <C>
12 --Computation of ratio of deficiency of earnings
to fixed charges.
23.1 --Consent of KPMG Peat Marwick LLP.
23.2 --Consent of Sullivan & Cromwell (included in
Exhibit 5).
*24 --Powers of Attorney.
*25 --Statement of Eligibility of The Bank of New
York, Trustee.
*99.1 --Form of Letter of Transmittal.
*99.2 --Form of Notice of Guaranteed Delivery.
</TABLE>
- --------
* Previously filed.
<PAGE>
EXHIBIT 5
March 29, 1996
Cablevision Systems Corporation,
One Media Crossways,
Woodbury, New York 11797.
Dear Sirs:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 2,653,367 shares of 11 3/4% Series H Redeemable Exchangeable Preferred
Stock, par value $.01 per share (the "Securities"), of Cablevision Systems
Corporation (the "Company"), which Securities will be, at the Company's option,
exchangeable for the Company's 11 3/4% Senior Subordinated Debentures due 2007
(the "Exchange Debentures") issuable pursuant to an indenture, dated as of
September 26, 1995 (the "Exchange Indenture"), between the Company and The Bank
of New York, as trustee, we, as your counsel, have examined such corporate
records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the
<PAGE>
Cablevision Systems Corporation -2-
purposes of this opinion. Upon the basis of such examination, we advise you
that, in our opinion:
(1) When the registration statement relating to the Securities (the
"Registration Statement") has become effective under the Act, a certificate
of designations with respect to the Securities substantially in the form
filed as an exhibit to the Registration Statement has been duly filed with
the Secretary of State of the State of Delaware, the terms of the
Securities have been duly established in conformity with the Company's
certificate of incorporation, and the Securities have been duly issued and
exchanged for shares of the Company's 11 3/4% Series G Redeemable
Exchangeable Preferred Stock, par value $.01 per share, as contemplated by
the Registration Statement, the Securities will be validly issued, fully
paid and nonassessable.
(2) When the Registration Statement has become effective under the
Act and when the Exchange Debentures have been duly authorized by the
Company and duly executed, authenticated, issued and delivered in
conformity with the Exchange Indenture so as not to violate any applicable
law or result in a default under or breach of any agreement or instrument
binding upon
<PAGE>
Cablevision Systems Corporation -3-
the Company and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company, the
Exchange Debentures will constitute valid and legally binding obligations
of the Company enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible, and we have assumed that the Exchange Indenture has been duly
authorized, executed and delivered by the Trustee thereunder, an assumption
which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the
<PAGE>
Cablevision Systems Corporation -4-
reference to us under the heading "Validity of the New Preferred Stock" in the
Prospectus. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ SULLIVAN & CROMWELL
<PAGE>
EXHIBIT 12
CABLEVISION SYSTEMS CORPORATION
COMPUTATION OF RATIO OF DEFICIENCY OF EARNINGS TO FIXED CHARGES
AND EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(FIXED CHARGES COVERAGE DEFICIENCIES)
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Earnings:
Loss from continuing
operations................. $(317,458) $(315,151) ($246,782) ($250,503) $(227,199)
Add:
Fixed charges per (B)
below...................... 322,054 269,627 238,109 199,661 264,039
Amortization of previously
capitalized interest....... 74 148 138 74 75
Deduct:
Interest capitalized
during period.............. -- -- -- -- --
--------- --------- --------- --------- ---------
Earnings for computation
purposes (A)............... $ 4,670 $ (45,376) $ (8,535) $ (50,768) $ 36,915
========= ========= ========= ========= =========
Fixed Charges:
Interest on indebtedness,
expensed or capitalized,
including amortization
of debt expense............ 313,850 263,299 232,434 194,628 258,794
Portion of rents
representative of the
interest factor............ 8,204 6,328 5,675 5,033 5,245
--------- --------- --------- --------- ---------
Fixed charges for
computation purposes (B).... $ 322,054 $ 269,627 $ 238,109 $ 199,661 $ 264,039
========= ========= ========= ========= =========
Ratio of earnings to fixed
charges (A)/(B)............. -- -- -- -- --
Deficiency of earnings
available to cover fixed
charges..................... $(317,384) $(315,003) $(246,644) $(250,429) $(227,124)
========= ========= ========= ========= =========
Preferred stock
dividends (C)............... $ 20,249 $ 6,385 $ 885 $ 885 $ 4,464
========= ========= ========= ========= =========
Ratio of earnings to fixed
charges and preferred
stock dividends (A)/(B+C)... -- -- -- -- --
Deficiency of earnings
available to cover fixed
charges and preferred
stock dividends............. $(337,633) $(321,388) $(247,529) $(251,314) $(231,588)
========= ========= ========= ========= =========
</TABLE>
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
-------------------------------
The Boards of Directors
Cablevision Systems Corporation
and A-R Cable Services, Inc.:
We consent to the use of our reports, incorporated herein by reference,
and to the references to our firm under the headings "Selected Financial Data"
and "Experts" in the prospectus and the Registration Statement of Cablevision
Systems Corporation on Form S-4.
KPMG Peat Marwick LLP
Jericho, New York
March 29, 1996
