<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cablevision Systems Corporation
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of class of securities)
12686C-10-9
(CUSIP Number)
Bruce D. Haims, Esq. Debevoise & Plimpton,
875 Third Avenue,
New York, NY 10022 (212) 909-6000
(Name, Address and telephone Number of Person Authorized
to Receive Notices and Communications)
June 6, 1997
(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
Page 1 of 8
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The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 8
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CUSIP No. 12686C-10-9
(1) Names of Reporting Persons
S.S. or I.R.S. Identifica- Mary S. Dolan
tion Nos. of Above Persons SS: ###-##-####
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box (a)
if a Member of a Group (b)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds 00*
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
(6) Citizenship or Place of
Organization U.S.A.
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 2,000
Beneficially Owned -----------------------------------------------------------
by Each Reporting (8) Shared Voting Power 598,401
Person With -----------------------------------------------------------
(9) Sole Dispositive Power 2,000
-----------------------------------------------------------
(10) Shared Dispositive Power 598,401
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 600,401
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
- --------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 4.2%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IN
- ---------------
* See Exhibit A.
Page 3 of 8
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CUSIP No. 12686C-10-9
CONTINUATION PAGES OF AMENDMENT NO. 1
TO SCHEDULE 13D FILED BY
MARY S. DOLAN, INDIVIDUALLY AND AS TRUSTEE
This Amendment No. 1 to the Schedule 13D, dated November 15, 1994 (the
"Schedule 13D"), previously filed by Mary S. Dolan ("Ms. Dolan") is the
initial electronic filing by Ms. Dolan and, in accordance with Rule
101(a)(2)(ii) of Securities and Exchange Commission Regulation S-T, restates
the Schedule 13D.
Item 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is the Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), of Cablevision Systems Corporation, a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is One
Media Crossways, Woodbury, New York 11797.
Item 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is Mary S. Dolan, who
is filing individually and as Trustee for the Trusts listed on Exhibit A.
(b) The residence of Ms. Dolan is 4309 North Kenmore, Apt. 3S, Chicago,
Illinois 60613.
(c) The present principal occupation of Ms. Dolan is Attorney for the
United States Postal Service. The address is United States Postal Service, Law
Department, Suite 1480, 300 South Riverside Plaza, Chicago, Illinois 60606-6617.
(d) Ms. Dolan has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Ms. Dolan has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or
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CUSIP No. 12686C-10-9
state securities laws or finding any violation with respect to such laws.
(f) Ms. Dolan is a U.S. citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares held by Ms. Dolan were not acquired by purchase. See Exhibit
A.
Item 4. PURPOSE OF TRANSACTION.
The Trusts are held for investment purposes. See Exhibit A. Except as
set forth in Exhibit B, Ms. Dolan has no plans or proposals which relate or
would result in (a) the acquisition by any person of additional securities of
the Issuer or the disposition of additional securities of the Issuer; (b) an
extraordinary corporate transaction such as a merger, reorganization or
liquidation of the Issuer, involving the Issuer or any of its subsidiaries; (c)
the sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer; (e) any material change in the Issuer's present capitalization or
dividend policy; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or (j) any action similar to any of those enumerated above. See
Exhibit A and Exhibit B.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
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CUSIP No. 12686C-10-9
(a) Ms. Dolan may be deemed to beneficially own an aggregate of 600,401
shares of Class A Common Stock as a result of her beneficial ownership of (i)
597,401 shares of Class B Common Stock, par value $.01 per share, of the Issuer
(the "Class B Common Stock") which are convertible at the option of the holder
share for share into Class A Common and (ii) 3,000 shares of Class A Common
Stock. This aggregate amount represents approximately 4.2% of the outstanding
shares of Class A Common Stock (including shares of Class B Common Stock
issuable upon the conversion of shares of Class B Common Stock).
(b) Ms. Dolan has the (i) sole power to vote or to direct the vote of
and to dispose of or to direct the disposition of 2,000 shares of Class A
Common Stock and (ii) shared power to vote or direct the vote of and to dispose
of or direct the disposition of (a) 1,000 shares of Class A Common Stock owned
jointly with her spouse and (b) 597,401 shares of Class B Common Stock. See
Exhibit A.
(c) No transactions in the class of securities reported on were
effected during the past sixty days by Ms. Dolan.
(d) See Exhibit A.
(e) The reporting person ceased to be the beneficial owner of more than
5% of the class of securities prior to June 12, 1997.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
See Exhibit B.
Page 6 of 8
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CUSIP No. 12686C-10-9
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Voting Agreement
Exhibit 2 - Power of Attorney, dated as of
March 3, 1995, confirming the
authority of William A. Frewin, Jr.
to sign on behalf of Mary S. Dolan.
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CUSIP No. 12686C-10-9
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: June 23, 1997
Signature: /s/ Mary S. Dolan
By William A. Frewin, Jr.
-----------------------------------
Name/Title: Mary S. Dolan, individually and
as Trustee of each of the
following Trusts:
DC Deborah Trust
DC Patrick Trust
By William A. Frewin, Jr.,
attorney-in-fact
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CUSIP No. 12686C-10-9
Exhibit A
Mary S. Dolan ("Ms. Dolan") is currently one of the trustees (a "Trustee")
of each of the trusts listed in the table below (the "Trusts"), which own in the
aggregate 597,401 shares of Class B Common Stock par value $.01 per share (the
"Class B Common Stock") of Cablevision Systems Corporation, a Delaware
Corporation (the "Issuer"). The other Trustee of the DC Deborah Trust is Deborah
Dolan-Sweeney and of the DC Patrick Trust is Patrick Francis Dolan. Class B
Common Stock of the Issuer is convertible at the option of the holder share for
share into Class A Common Stock, par value $.01 per share (the "Class A Common
Stock") of the Issuer. Ms. Dolan does not have an economic interest in such
shares, but, and as a Trustee of the Trusts, has the shared power to vote and
dispose of such shares. Under certain rules of the Securities and Exchange
Commission, so long as Ms. Dolan retains such powers, she is deemed to have
beneficial ownership thereof for purposes of Schedule 13D reporting. In
addition, Ms. Dolan holds (i) 1,500 shares of Class A Common Stock of the Issuer
individually, (ii) 1,000 shares of Class A Common Stock jointly with her spouse
and (iii) 500 shares of Class A Common Stock as guardian for her minor child.
The following table lists each Trust's name and the name of its
beneficiary or description of its beneficiary class.
<TABLE>
<CAPTION>
Name of Trust Beneficiary
- ------------- -----------
<S> <C>
DC Deborah Trust Deborah Ann Dolan
DC Patrick Trust Patrick Francis Dolan
</TABLE>
Pursuant to the provisions of the agreements governing the Trusts, the
economic interest in the shares of the Issuer owned by each Trust is held by
such Trust's beneficiary.
The Dolan Children Trusts
For each of the DC Deborah Trust and the DC Patrick Trust (together,
the "Dolan Children Trusts"), distributions of income and principal can be made
in the discretion of the non-beneficiary Trustee, Mary S. Dolan, to the person
for whom the trust is named (the "Current
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CUSIP No. 12686C-10-9
Beneficiary"). The Current Beneficiary has the power during his or her life to
appoint all or part of the relevant Dolan Children Trust to or for the benefit
of one or more of the Current Beneficiary's descendants. Upon the death of the
Current Beneficiary, the relevant Dolan Children Trust, if not previously
terminated, will pass as appointed by the Current Beneficiary to or for the
benefit of one or more of the Current Beneficiary's descendants. Any unappointed
portion of such Trust will pass, in further trust, per stirpes to the Current
Beneficiary's then-living descendants, or if none, per stirpes to the
then-living descendants of Charles F. Dolan, or if none, among the heirs-at-law
of Charles F. Dolan.
Beneficial Ownership of Beneficiaries and Trusts
Beneficiaries of any Trust can be said to have only a contingent
economic interest in the securities of the Issuer held by such Trust because
Mary S. Dolan has the sole discretion to distribute or accumulate the income
from each Trust and the sole discretion to distribute the principal of each
Trust to the beneficiary of such Trust.
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EXHIBIT B
Cablevision Systems Corporation, a Delaware corporation ("CSC"), has
entered into a Contribution and Merger Agreement, dated as of June 6, 1997 (the
"Contribution and Merger Agreement"), with TCI Communications, Inc., a Delaware
corporation and the principal cable television subsidiary of
Tele-Communications, Inc., ("TCI Communications"), CSC Parent Corporation, a
Delaware corporation wholly-owned by CSC ("Parent"), and CSC Merger Corporation,
a Delaware corporation wholly-owned by Parent ("Merger Sub"). The Contribution
and Merger Agreement provides for the merger of Merger Sub with and into CSC,
with CSC as the surviving corporation, and the conversion in the merger of
outstanding shares of CSC common stock into like shares of common stock of
Parent and for the contribution by or on behalf of TCI Communications of
corporations (the "Contributed Entities") owning specified cable television
systems in exchange for shares of Class A Common Stock of Parent. CSC's Series I
Preferred Shares will become convertible into Series A Common Stock of Parent.
Following the closing (the "Closing") of the transactions contemplated by the
Contribution and Merger Agreement, Parent will be renamed Cablevision Systems
Corporation. As a result of the transactions contemplated by the Contribution
and Merger Agreement, existing CSC shareholders will become shareholders of
Parent, which will be a new publicly traded company that will own CSC and,
separately, the Contributed Entities.
CSC shareholders having a majority of CSC's voting power have agreed
with TCI Communications in a voting agreement (the "Voting Agreement") that they
will vote to approve the adoption of the Contribution and Merger Agreement and
the issuance of Parent shares to TCI Communications and against any matter that
would compete with or interfere with such adoption and issuance. The parties to
the Voting Agreement are: Parent, Tele-Communications, Inc., CSC, Charles F.
Dolan, Charles F. Dolan 1997 Grantor Retained Annuity Trust, Dolan Descendants
Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC
Kathleen Trust, DC Deborah Trust, DC Marianne Trust, DC Patrick Trust, DC
Thomas Trust, DC James Trust, CFD Trust No. 1, CFD Trust No. 2, CFD Trust No.
3, CFD Trust No. 4, CFD Trust No. 5, CFD Trust No. 6, and CFD Trust No. 10.
The Contribution and Merger Agreement provides that at the Closing,
Parent, Tele-Communications, Inc., a Delaware corporation and owner of TCI
Communications ("TCI"), and certain holders of Parent's Class B Common Stock
(the "Class B Stockholders") will enter into a Stockholders Agreement (the
"Stockholders Agreement") providing, among other things for: (i) limitations on
TCI's ability to purchase and sell Class A Common Stock, (ii) consultation
rights between Parent, TCI and the Class B Stockholders regarding sales of
Parent or significant Parent assets, sales of Class A Common Stock owned by TCI
and sales of Class B Common Stock owned by the Class B Stockholders,
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(iii) TCI's right to designate two Class B directors, (iv) the right of TCI
director designees to membership on a Parent Board committee to approve certain
transactions with Class B Stockholders and their family members that will give
such designees a veto over such transactions, and (v) TCI's agreement to vote in
proportion with the public Parent Class A stockholders for the election of the
25% of Parent directors which the Parent Class A Common Stock is entitled to
elect. The Class B Stockholders are: Charles F. Dolan, CFD 1997 Grantor Retained
Annuity Trust, Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren
Trust, Dolan Spouse Trust, DC Kathleen Trust, DC Deborah Trust, DC Marianne
Trust, DC Patrick Trust, DC Thomas Trust, DC James Trust, CFD Trust No. 1, CFD
Trust No. 2, CFD Trust No. 3, CFD Trust No. 4, CFD Trust No. 5, CFD Trust No. 6,
and CFD Trust No. 10.
2
<PAGE> 1
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is entered into as of June 6,
1997, by and among CSC Parent Corporation, a Delaware corporation ("Parent"),
TeleCommunications, Inc., a Delaware corporation (the "Company"), Cablevision
Systems Corporation, a Delaware corporation ("CSC"), and the Class B Entities
(as defined below).
WHEREAS, CSC, Parent and TCI Communications, Inc. have entered into a
Contribution and Merger Agreement (the "Merger Agreement") dated as of June 6,
1997 providing for, among other things, the Stock Contribution and the Merger;
WHEREAS, the Merger Agreement contemplates the execution and delivery
of this Agreement;
WHEREAS, the parties hereto desire to make certain representations,
warranties, covenants and agreements as provided in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Certain Definitions. (a) Capitalized terms that are used but not
otherwise defined herein shall have the meanings given to them in the Merger
Agreement:
(b) For the purposes of this Agreement, the following terms shall have
the following meanings:
"Affiliate" and "Associate" when used with reference to any Person
shall have the meanings assigned to such terms in Rule 12b-2 of the Exchange Act
as in effect on the date hereof; provided, that CSC and Parent and their
Subsidiaries and the officers and directors of CSC and Parent and their
Subsidiaries who are not directors or officers of
<PAGE> 2
the Company or any of its Subsidiaries shall not, solely as a result of holding
such office of CSC and Parent or any of their Subsidiaries, be deemed Affiliates
or Associates of the Company or its Subsidiaries for purposes of this Agreement.
A Person shall be deemed the "Beneficial Owner", and to have
"Beneficial Ownership" of, and to "Beneficially Own," any securities as to which
such Person is or may be deemed to be the beneficial owner pursuant to Rule
13d-3 and 13d-5 under the Exchange Act, as such rules are in effect on the date
of this Agreement, as well as any securities as to which such Person has the
right to become Beneficial Owner (whether such right is exercisable immediately
or only after the passage of time or the occurrence of conditions) pursuant to
any agreement, arrangement or understanding (other than customary agreements
with and between underwriters and selling group members with respect to a bona
fide public offering of securities), or upon the exercise of conversion rights,
exchange rights, rights, warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the "Beneficial Owner", or to have "Beneficial
Ownership" of, or to "Beneficially Own", any Shares solely by virtue of being a
party to the Merger Agreement or (i) solely because such Shares have been
tendered pursuant to a tender or exchange offer made by such Person, or any of
such Person's Affiliates or Associates, until such tendered Shares are accepted
for payment or exchange or (ii) solely because such Person, or any of such
Person's Affiliates or Associates, has or shares the power to vote or direct the
voting of such Shares pursuant to a revocable proxy given in response to a
public proxy or consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations under the Exchange Act, except if such
power (or the arrangements relating thereto) is then reportable under Item 6 of
Schedule 13D under the Exchange Act (or any similar provision of a comparable or
successor report). For purposes of this Agreement, in determining the percentage
of the outstanding Shares with respect to which a Person is the
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<PAGE> 3
Beneficial Owner, all Shares as to which such Person is deemed the Beneficial
Owner shall be deemed outstanding.
"Charter Amendments" shall mean each of those amendments to the
certificate of incorporation of CSC, in such form as may be approved by
resolution of the board of directors of CSC, such that each of the CSC Series C
Cumulative Preferred Stock, par value $.01 per share, CSC Series D Cumulative
Preferred Stock, par value $.01 per share, and CSC Series I Cumulative
Convertible Exchangeable Preferred Stock, par value $.01 per share, shall, as a
result of the Merger automatically become at the Effective Time, without any
action by any Person, preferred stock of Parent having the same terms and
designations as immediately prior to the Effective Time except for being
preferred stock of Parent rather than preferred stock of CSC.
"Class B Entities" shall mean Charles F. Dolan, Charles F. Dolan 1997
Grantor Retained Annuity Trust, Dolan Descendants Trust, Dolan Progeny Trust,
Dolan Grandchildren Trust, Dolan Spouse Trust, DC Kathleen Trust, DC Deborah
Trust, DC Marianne Trust, DC Patrick Trust, DC Thomas Trust, DC James Trust, CFD
Trust No. 1, CFD Trust No. 2, CFD Trust No. 3, CFD Trust No. 4, CFD Trust No. 5,
CFD Trust No. 6 and CFD Trust No. 10.
"Shares" shall mean the Parent Class A Shares and Parent Class B
Shares and any other shares of common stock of Parent.
2. Representations of Parent and CSC. As of the date hereof, Parent
and CSC Severally represent and warrant to the Company and to each of the Class
B Entities that:
(a) each of Parent and CSC has all requisite corporate power and
authority and has taken all corporate action necessary in order to execute and
deliver this Agreement; and
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(b) this Agreement has been duly executed and delivered by Parent and
CSC and is a valid and binding agreement of Parent and CSC enforceable against
each of them in accordance with its terms, subject to the Bankruptcy and Equity
Exception.
3. Representations of the Company. As of the date hereof, the Company
represents and warrants to Parent, to CSC and to each of the Class B Entities
that:
(a) the Company does not Beneficially Own any Shares other than those
Parent Class A Shares to be issued in connection with the Stock Contribution at
the Stock Closing;
(b) the Company has all requisite corporate power and authority and
has taken all corporate action necessary in order to execute and deliver this
Agreement; and
(c) this Agreement has been duly executed and delivered by the Company
and is a valid and binding agreement of the Company enforceable against the
Company in accordance with its terms, subject to the Bankruptcy and Equity
Exception.
4. Representations of the Class B Entities. As of the date hereof, the
Class B Entities each severally represents and warrants to the Company, to CSC
and to Parent that:
(a) such Class B Entity Beneficially Owns Shares as set forth opposite
its name in Schedule 4 hereto;
(b) such Class B Entity has all requisite power and authority
(corporate or otherwise) and has taken all action (corporate or otherwise)
necessary in order to execute and deliver this Agreement;
(c) this Agreement has been executed and delivered by such Class B
Entity and is a valid and binding
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<PAGE> 5
agreement of such Class B Entity enforceable against it in accordance with its
terms, subject to the Bankruptcy and Equity Exception;
(d) other than filings under the Exchange Act, no notices, reports or
other filings are required to be made by such Class B Entity with, nor are any
consents, registrations, approvals, permits or authorizations required to be
obtained by such Class B Entity from, any Governmental Entity, in connection
with the execution and delivery of this Agreement by such Class B Entity, except
those that the failure to make or obtain are not, individually or in the
aggregate, reasonably likely to prevent, materially delay or materially impair
the ability of such Class B Entity to consummate the transactions contemplated
by this Agreement; and
(e) the execution, delivery and performance of this Agreement by such
Class B Entity does not, and the consummation by such Class B Entity of the
transactions contemplated hereby will not, constitute or result in (i) a breach
or violation of, or a default under, the certificate of incorporation or by-laws
of such Class B Entity or any of their comparable governing instruments, (ii) a
breach of or violation of or a default under, or the acceleration of any
obligations of or the creation of a Lien on the assets of such Class B Entity
(with or without notice, lapse of time or both) pursuant to, any Contracts
binding upon such Class B Entity or any Law or governmental or non-governmental
permit or license to which such Class B Entity is subject or (iii) any change in
the rights or obligations of any party under any of such Contracts, except, in
the case of clause (ii) or (iii) above, (x) for Contracts, Laws, permits and
licenses also binding upon CSC or to which CSC or its business also is subject
and (y) for any breach, violation, default, acceleration, creation or change
that, individually or in the aggregate, is not reasonably likely to prevent,
materially delay or materially impair the ability of such Class B Entity to
consummate the transactions contemplated by this Agreement.
5
<PAGE> 6
5. Agreement to Vote Shares. Each of the Class B Entities severally
covenants and agrees with the Company, CSC and Parent (a) to vote all Shares
that are Beneficially Owned by such Class B Entity in favor of (or consent with
respect to such Shares for) the adoption and approval of the Merger Agreement
and the Merger, the adoption and approval of the Charter Amendments and the
approval of the issuance of the shares of Parent Common Stock required to be
issued in connection with the consummation of the Stock Contribution at every
meeting of the stockholders of CSC or Parent (or solicitation of consents in
lieu thereof) at which such matters are considered and at every adjournment or
postponement thereof, and (b) to vote such Shares against (or withhold consents
with respect to such Shares for) any proposal that would compete with or serve
to interfere, delay or otherwise inhibit the timely consummation of the matters
contemplated by the foregoing clause.
6. No Voting Trusts or Transfers. After the date hereof, each of the
Class B Entities severally covenants and agrees with the Company, CSC and Parent
that such Class B Entity shall not, and shall not permit any entity to, (i)
deposit any Shares Beneficially Owned by such Class B Entity in a voting trust
or subject any Shares to any arrangement with respect to the voting of such
Shares other than agreements or arrangements entered into in furtherance of the
Transactions or those that would not materially impair the ability to consummate
the Transactions on the schedule contemplated by the Merger Agreement or (ii)
Transfer (as defined in the Stockholders Agreement) any of its interest in
Shares to any Person unless such transferee agrees to be bound by this Agreement
to the same extent as such Class B Entity, other than as agreed in writing by
Parent, CSC and the Company.
7. Stockholders Agreement. Each of the Class B Entities, the Company
and Parent severally agrees that, at the Stock Closing, it will execute and
deliver the Stock holders Agreement.
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<PAGE> 7
8. Miscellaneous.
(a) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND
SUBJECT TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICTS OF
LAWS PRINCIPLES.
(b) Venue; WAIVER OF JURY TRIAL. The parties hereby irrevocably submit
to the jurisdiction of the courts of the State of Delaware and the Federal court
of the United States of America located in the State of Delaware solely in
respect of the interpretation and enforcement of the pro visions of this
Agreement and of the documents referred to in this Agreement, and in respect of
the transactions contemplated hereby, and hereby waive, and agree not to
assert, as a defense in any action, suit or proceeding for the interpretation or
enforcement hereof or of any such document, that it is not subject thereto or
that such action, suit or proceeding may not be brought or is not maintainable
in said courts or that the venue thereof may not be appropriate or that this
Agreement or any such document may not be enforced in or by such courts, and the
parties hereto irrevocably agree that all claims with respect to such action or
proceeding shall be heard and determined in such a Delaware State or Federal
court. The parties hereby consent to and grant any such court jurisdiction over
the person of such parties and over the subject matter of such dispute and agree
that mailing of process or other papers in connection with any such action or
proceeding in the manner provided in paragraph (c) of this Section or in such
other manner as may be permitted by law shall be valid and sufficient service
thereof.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
7
<PAGE> 8
RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH (b).
(c) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given (i) on
the first business day following the date received, if delivered personally or
by telecopy (with telephonic confirmation of receipt by the addressee), (ii) on
the business day following timely deposit with an overnight courier service, if
sent by over night courier specifying next day delivery and (iii) on the first
business day that is at least five days following deposit in the mails, if sent
by first class mail, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
If to CSC or Parent
One Media Crossways
Woodbury, NY 11797
Attention: General Counsel
fax: (516) 364-8501
(with a copy to Joseph B. Frumkin, Esq.,
Sullivan & Cromwell,
125 Broad Street, New York, NY 10004
fax: (212) 558-3588)
8
<PAGE> 9
if to the Class B Entities
Charles F. Dolan
and
William A. Frewin
One Media Crossways
Woodbury, NY 11797
(with a copy to Bruce D. Haims, Esq.,
Debevoise & Plimpton,
875 Third Avenue,
New York, NY 10022
fax: (212) 909-6836)
if to the Company
5619 DTC Parkway
Englewood, Colorado 80111-3000
Attention: President
fax: (303) 488-3219
with a copy similarly addressed,
Attention: Legal Department
fax: (303) 488-3245
(with a copy to Charles Y. Tanabe, Esq.,
Sherman & Howard L.L.C.
Suite 3000
633 Seventeenth Street
Denver, Colorado 80202
fax: (303) 298-0940)
or to such other Persons or addresses as may be designated in writing by the
party to receive such notice as provided above.
(d) Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof. If
9
<PAGE> 10
any provision of this Agreement, or the application thereof to any Person or any
circumstance, is invalid or unenforceable, (i) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such in valid or unenforceable
provision and (ii) the remainder of this Agreement and the application of such
provision to other Persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.
(e) Counterparts. For the convenience of the parties hereto, this
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which shall together constitute the same
agreement.
(f) Termination; Survival. This Agreement shall terminate upon the
termination of the Merger Agreement in accordance with its terms, the mutual
written consent of all parties hereto or upon the later to occur of the
Effective Time, or the Stock Closing, and all of the provisions hereof shall
terminate at such time.
(g) Headings; Recitals. All Section headings and the recitals herein
are for convenience of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
(h) Specific Performance. Each party hereto acknowledges that it will
be impossible to measure in money the damage to the other party if a party
hereto fails to comply with any of the obligations imposed by this Agreement,
that every such obligation is material and that, in the event of any such
failure, the other party will not have an adequate remedy at law or damages.
Accordingly, each party hereto agrees that injunctive relief or other equitable
remedy, in addition to remedies at law or damages, is
10
<PAGE> 11
the appropriate remedy for any such failure and will not oppose the granting of
such relief on the basis that the other party has an adequate remedy at law.
Each party hereto agrees that it shall not seek, and agrees to waive any
requirement for the securing or posting of a bond in connection with any other
party's seeking or obtaining such equitable relief.
(i) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns and shall not be assignable without the written consent of all
other parties hereto.
(j) Entire Agreement; Amendment; Waiver. This Agreement (including any
annexes and schedules hereto) and the Merger Agreement (including any exhibits
and schedules thereto) supersede all prior agreements, written or oral, among
the parties hereto with respect to the subject matter hereof and contains the
entire agreement among the parties with respect to the subject matter hereof.
This Agreement may not be amended, supplemented or modified, and no pro visions
hereof may be modified or waived, except by an instrument in writing signed by
CSC and approved by the majority vote of the directors elected by the Class A
Shares and, with respect to each of Parent, the Company and the Class B
Entities, by Parent, the Company and such Class B Entities. No waiver of any
provisions hereof by any party shall be deemed a waiver of any other provisions
hereof by any such party, nor shall any such waiver be deemed a continuing
waiver of any provision hereof by such party.
(k) No Request for Amendment or Waiver. The Company and the Class B
Entities shall not, and shall cause their respective Controlled Affiliates and
Associates not to, request publicly that Parent or CSC or any of their
respective agents or representatives, directly or indirectly, amend or waive
any provision of this Agreement or make any such request privately if it could
be expected to
11
<PAGE> 12
require Parent or CSC to make a public announcement regarding such request.
(l) Further Assurances. The parties hereto shall execute and deliver
such additional instruments and other documents and shall take such further
actions as may be necessary or appropriate to effectuate, carry out and comply
with all of the terms of this Agreement and the transactions contemplated
hereby.
(m) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
IN WITNESS WHEREOF, Parent, the Company, CSC and each Class B Entity
have executed and delivered this Agreement as of the date first written above.
CSC PARENT CORPORATION
By: /s/ James L. Dolan
-------------------------------
Name: James L. Dolan
Title: Chief Executive Officer
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
-------------------------------
Name: Stephen M. Brett
Title: Executive Vice President
CABLEVISION SYSTEMS CORPORATION
By: /s/ James L. Dolan
--------------------------------
Name: James L. Dolan
Title: Chief Executive Officer
12
<PAGE> 13
CHARLES F. DOLAN
By: /s/ Charles F. Dolan
--------------------------------
Name: Charles F. Dolan
Title: Chairman
CHARLES F. DOLAN 1997 GRANTOR
RETAINED ANNUITY TRUST
By: /s/ Charles F. Dolan
-------------------------------
Name: Charles F. Dolan
Title: Chairman
DOLAN DESCENDANTS TRUST
By: /s/ Paul J. Dolan
--------------------------------
Name: Paul J. Dolan
Title: Co-Trustee
DOLAN PROGENY TRUST
By: /s/ Paul J. Dolan
--------------------------------
Name: Paul J. Dolan
Title: Co-Trustee
DOLAN GRANDCHILDREN TRUST
By: /s/ Paul J. Dolan
--------------------------------
Name: Paul J. Dolan
Title: Co-Trustee
13
<PAGE> 14
DOLAN SPOUSE TRUST
By: /s/ Paul J. Dolan
-------------------------------
Name: Paul J. Dolan
Title: Co-Trustee
DC KATHLEEN TRUST
By: /s/ Paul J. Dolan
-------------------------------
Name: Paul J. Dolan
Title: Co-Trustee
DC DEBORAH TRUST
By: /s/ Mary S. Dolan
-------------------------------
Name: Mary S. Dolan
Title: Co-Trustee
By: /s/ Deborah Ann Dolan
-------------------------------
Name: Deborah Ann Dolan
Title: Co-Trustee
DC MARIANNE TRUST
By: /s/ Marianne Dolan Weber
-------------------------------
Name: Marianne Dolan Weber
Title: Co-Trustee
By: /s/ Matthew John Dolan
-------------------------------
Name: Matthew John Dolan
Title: Co-Trustee
DC PATRICK TRUST
By: /s/ Mary S. Dolan
------------------------------
Name: Mary S. Dolan
Title: Co-Trustee
14
<PAGE> 15
DC THOMAS TRUST
By: /s/ Matthew John Dolan
-------------------------------
Name: Matthew John Dolan
Title: Co-Trustee
DC JAMES TRUST
By: /s/ Paul Joseph Dolan
-------------------------------
Name: Paul Joseph Dolan
Title: Co-Trustee
CFD TRUST NO. 1
By: /s/ John MacPherson
-------------------------------
Name: John MacPherson
Title: Trustee
CFD TRUST NO. 2
By: /s/ John MacPherson
-------------------------------
Name: John MacPherson
Title: Trustee
CFD TRUST NO. 3
By: /s/ John MacPherson
-------------------------------
Name: John MacPherson
Title: Trustee
15
<PAGE> 16
CFD TRUST NO. 4
By: /s/ John MacPherson
-------------------------------
Name: John MacPherson
Title: Trustee
CFD TRUST NO. 5
By: /s/ John MacPherson
-------------------------------
Name: John MacPherson
Title: Trustee
CFD TRUST NO. 6
By: /s/ John MacPherson
-------------------------------
Name: John MacPherson
Title: Trustee
CFD TRUST NO. 10
By: /s/ John MacPherson
-------------------------------
Name: John MacPherson
Title: Trustee
16
<PAGE> 17
Schedule 4
(Shares of the Class B Entities)
<TABLE>
<CAPTION>
Entities Class B Shares
- -------- --------------
<S> <C>
Charles F. Dolan 4,859,281
Charles F. Dolan 1997 Grantor 1,240,000
Retained Annuity Trust
Dolan Descendants Trust 413,625
Dolan Progeny Trust 513,625
Dolan Grandchildren Trust 307,625
Dolan Spouse Trust 52,945
DC Kathleen Trust 303,116
DC Deborah Trust 303,116
DC Marianne Trust 294,285
DC Patrick Trust 294,285
DC Thomas Trust 303,116
DC James Trust 303,116
CFD Trust No. 1 302,880
CFD Trust No. 2 302,880
CFD Trust No. 3 294,049
CFD Trust No. 4 294,049
CFD Trust No. 5 302,880
CFD Trust No. 6 302,880
CFD Trust No. 10 93,456
</TABLE>
<PAGE> 1
CUSIP No. 12686C-10-9
Exhibit 2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints William A. Frewin, Jr., the undersigned's true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, beneficial owner and/or trustee
of stock of Cablevision Systems Corporation (the "Company") (i)
Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules
thereunder and (ii) all forms and schedules in accordance with
Section 13(d) of the Exchange Act and the rules there-under
(together, the "Forms and Schedules");
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Forms and Schedules and timely file such Forms
and Schedules with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and
<PAGE> 2
CUSIP No. 12686C-10-9
every act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorney-in-fact, in serving in such capacity at the request
of the undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Section 13 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file the Forms and Schedules with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the 3rd day of March, 1995.
Signature: /s/ Mary S. Dolan
-----------------------------------------
Mary S. Dolan
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and
designated William A. Frewin, Jr. to execute and file on the undersigned's
behalf all the Forms and Schedules (including any amendments thereto) that the
undersigned may be required to file with the United States Securities and
Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of Cablevision Systems Corporation. The authority of
William A. Frewin, Jr. under this Statement shall continue until the
<PAGE> 3
CUSIP No. 12686C-10-9
undersigned is no longer required to file the Forms and Schedules with regard to
the undersigned's ownership of or transactions in securities of Cablevision
Systems Corporation, unless earlier revoked in writing. The undersigned
acknowledges that William A. Frewin, Jr. is not assuming, nor is Cablevision
Systems Corporation assuming, any of the undersigned's responsibilities to
comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.
Signature: /s/ Mary S. Dolan
-----------------------------------------
Mary S. Dolan
Dated as of March 3, 1995
