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THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT
OF 1934 (AMENDMENT NO. 3), DATED FEBRUARY 14, 1997, FILED ON FEBRUARY 18, 1997
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
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)
*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 the disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
the section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 13
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CUSIP No. 12686C-10-9 13G
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1. Names of Reporting Persons John MacPherson, individually and
S.S. or I.R.S. Identifica- as Trustee for the Trusts listed
tion Nos. of Above Persons Exhibit A
###-##-####
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2. Check the Appropriate Box (a)
if a Member of a Group ------------------------------------
(b)
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3. S.E.C. Use Only
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4. Citizenship or Place of U.S.A.
Organization
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Number of Shares (5) Sole Voting Power
Beneficially 1,946,074
Owned by Each Reporting --------------------------------------------
Person With (6) Shared Voting Power
Power 0
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(7) Sole Dispositive Power 1,946,074
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(8) Shared Dispositive
Power 0
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9. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,946,074
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10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
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11. Percent of Class Represented
by Amount in Row 9 12.6%
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12. Type of Reporting Person IN
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CUSIP No. 12686C-10-9 13G
CONTINUATION PAGES OF AMENDMENT NO. 3 TO SCHEDULE 13G
FILED BY
JOHN MACPHERSON, AS TRUSTEE
Item 1(a) Name of Issuer:
Cablevision Systems Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
One Media Crossways
Woodbury, New York 11797
Item 2(a) Name of Person Filing:
John MacPherson, individually and as Trustee for the Trusts
listed on Exhibit A.
Item 2(b) Address of Principal Business Office:
c/o Sportschannel N.Y.
200 Crossways Drive
Woodbury, New York 11797
Item 2(c) Citizenship:
U.S.A.
Item 2(d) Title of Class of Securities:
Class A Common Stock
Item 2(e) CUSIP Number:
12686C-10-9
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
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CUSIP No. 12686C-10-9 13G
(a) ( ) Broker or Dealer registered under Section 15 of
the Act
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19)
of the Act
(d) ( ) Investment Company registered under Section 8 of
the Investment Company Act
(e) ( ) Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
(h) ( ) Group, in accordance with
Section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if applicable, exceeds
five percent, provide the following information as of that
date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned:
1,946,074 (as of December 31, 1996)
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CUSIP No. 12686C-10-9 13G
(b) Percent of Class:
12.6% (as of December 31, 1996)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,946,074
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of: 1,946,074
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
If the statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
See Exhibit A.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
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CUSIP No. 12686C-10-9 13G
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
Not applicable because the statement is filed
pursuant to Rule 13d-1(c).
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CUSIP No. 12686C-10-9 13G
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: February 14, 1997
/s/ John MacPherson
By William A. Frewin, Jr.
Signature: attorney-in-fact
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Name/Title: John MacPherson, individually and as
Trustee of each of the following Trusts:
CFD Trust No. 1
CFD Trust No. 2
CFD Trust No. 3
CFD Trust No. 4
CFD Trust No. 5
CFD Trust No. 6
CFD Trust No. 10
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CUSIP No. 12686C-10-9 13G
Exhibit A
John MacPherson ("Mr. MacPherson" or the "Trustee") is
currently the trustee of each trust listed in the table below (the "Trusts"). As
of December 31, 1996, the CFD Trust No. 10 owned 50,000 shares of Class A Common
Stock, par value $.01 per share (the "Class A Common Stock"), of Cablevision
Systems Corporation, a Delaware corporation (the "Issuer"). In addition, as of
December 31, 1996, the Trusts owned, in the aggregate, 1,893,074 shares of Class
B Common Stock, par value $.01 per share (the "Class B Common Stock") of the
Issuer. Class B Common Stock of the Issuer is convertible at the option of the
holder share for share into Class A Common Stock of the Issuer. Mr. MacPherson
does not have an economic interest in such shares, but, as the Trustee of the
Trusts, does have the power to vote and dispose of such shares. Under certain
rules of the Securities and Exchange Commission, so long as Mr. MacPherson
retains such powers, he is deemed to have beneficial ownership thereof for
purposes of Schedule 13G reporting. In addition, as of December 31, 1996, Mr.
MacPherson and his wife, Dorothy MacPherson, owned directly 3,000 shares of
Class A Common Stock of the Issuer.
The following table lists each Trust's name and its current
beneficiary.
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CUSIP No. 12686C-10-9 13G
Name of Trust Current Beneficiary
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CFD Trust No. 1 Kathleen Dolan
CFD Trust No. 2 Deborah Dolan
CFD Trust No. 3 Marianne Dolan
CFD Trust No. 4 Patrick Dolan
CFD Trust No. 5 Thomas Dolan
CFD Trust No. 6 James Dolan
CFD Trust No. 10 Marie Atwood
CFD Trust No. 1 - CFD Trust No. 6
For each of the CFD Trust No. 1, CFD Trust No. 2, CFD Trust
No. 3, CFD Trust No. 4, CFD Trust No. 5 and CFD Trust No. 6, (collectively the
"CFD Trusts 1-6"), distributions of income and principal can be made in the
Trustee's discretion to the person shown as the current beneficiary of each CFD
Trust 1-6 in the above table (the "Current Beneficiary"). The Current
Beneficiary has a power during his or her life to appoint all or part of the
relevant CFD Trust 1-6 to or for the benefit of one or more of the Current
Beneficiary's descendants. Upon the death of the Current Beneficiary, the
relevant CFD Trust 1-6, 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 stripes to the then living descendants of Charles
F. Dolan, or if none, among the heirs-at-law of Charles F. Dolan.
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CUSIP No. 12686C-10-9 13G
CFD Trust No. 10
For the CFD Trust No. 10, distributions of income and
principal can be made in the Trustee's discretion to Marie Atwood (the "Current
Beneficiary"). The Current Beneficiary has a power during her life to appoint
all or part of the CFD Trust No. 10 to or for the benefit of one or more of her
descendants. Upon the death of the Current Beneficiary, the CFD Trust No. 10, if
not previously terminated, will pass as appointed by the Current Beneficiary to
or for the benefit of one or more of her descendants. Any unappointed portion of
the CFD Trust No. 10 will pass, in further trust, per stirpes to the Current
Beneficiary's then living descendants, or if none, among the Current
Beneficiary's heirs-at-law. The spouse of the Current Beneficiary, if he
survives the Current Beneficiary, has a power during his life and upon his death
to appoint all or part of any such continuing trusts to or for the benefit of
one or more of the Current Beneficiary's descendants.
Beneficial Ownership of the Beneficiaries
No individual beneficiary of any Trust can be said to have a
present beneficial interest in any Trust of greater than five percent of the
Class A Common Stock because the Trustee has the sole discretion to distribute
or accumulate the income from a Trust and the sole discretion to distribute the
principal of a Trust to the Current Beneficiary.
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POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints William A. Frewin, Jr., the undersigned's true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director, beneficial
owner and/or trustee of stock of Cablevision Systems
Corporation (the "Company") (i) Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act
of 1934 (the "Exchange Act") and the rules thereunder and (ii)
all forms and schedules in accordance with Section 13(d) of
the Exchange Act and the rules thereunder (together, the
"Forms and Schedules");
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Forms and Schedules and timely file such
Forms and Schedules with the United States Securities and
Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full
power and authority to do and perform any and
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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 12th day of February, 1997.
/s/ John A. MacPherson
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John A. MacPherson
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
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Cablevision Systems Corporation. The authority of William A. Frewin, Jr. under
this Statement shall continue until the undersigned is no longer required to
file the Forms and Schedules with regard to the undersigned's ownership of or
transactions in securities of Cablevision Systems Corporation, unless earlier
revoked in writing. The undersigned acknowledges that William A. Frewin, Jr. is
not assuming, nor is Cablevision Systems Corporation assuming, any of the
undersigned's responsibilities to comply with Section 16 or Section 13 of the
Securities Exchange Act of 1934.
/s/ John A. MacPherson
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John A. MacPherson
Dated as of February 12, 1997
