CABLEVISION SYSTEMS CORP
8-K, 1997-02-18
CABLE & OTHER PAY TELEVISION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported):
                               February 18, 1997

                        CABLEVISION SYSTEMS CORPORATION
             (Exact Name of Registrant as specified in its charter)

                                    Delaware
                            (State of Incorporation)

        1-9046                                           11-2776686             
(Commission File Number)                    (IRS Employer Identification Number)
                                             
                 One Media Crossways, Woodbury, New York 11797
                    (Address of principal executive offices)

              Registrant's telephone number, including area code:
                                 (516) 364-8450

<PAGE>

Item 5. OTHER EVENTS

     Cablevision Systems Corporation (the "Registrant" or the "Company") hereby
supplements and, to the extent any prior disclosure in the Company's Form 10-K
for the year ended December 31, 1995 (the "Form 10-K") or Form 10-Qs for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (the "Form
10-Qs") are inconsistent herewith, amends the Form 10-K and Form 10-Qs as
follows:

     On February 18, 1997, Rainbow Programming Holdings, Inc. ("Rainbow
Programming"), a wholly-owned subsidiary of the Registrant, on behalf of two of
its wholly owned subsidiaries, Rainbow Garden Corporation and Garden LP Holding
Corp., made a payment of $168.75 million (plus accrued interest) to ITT
Corporation, increasing its partnership interest in Madison Square Garden, L.P.
("MSG") from approximately 26.6% to 50% and thus equalizing its interest in MSG.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c)  The following exhibits are filed as a part of this report on Form 8-K:

          Press Release, dated February 18, 1997.



<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   CABLEVISION SYSTEMS CORPORATION

                                   By: /s/ William J. Bell
                                      ----------------------------
     

Dated: February 18, 1997


                                      -2-

<PAGE>

                               Index to Exhibits


Exhibit No.                Description
- -----------                -----------

   99.1                    Press Release, dated February 18, 1997


                                      -4-


                          [LETTERHEAD OF CABLEVISION]


CABLEVISION SYSTEMS CORPORATION                     CONTACT:  Charles Schueler
ONE MEDIA CROSSWAYS                                           (516) 393-1399
WOODBURY, NEW YORK 11797

            CABLEVISION'S RAINBOW PROGRAMMING COMPLETES PAYMENTS FOR
                     50% OWNERSHIP IN MADISON SQUARE GARDEN

     Woodbury, New York, February 18, 1997--Cablevision Systems Corporation
(ASE:CVC) today announced that its wholly owned subsidiary, Rainbow Programming
Holdings, Inc., made a payment of the remaining balance of $168.75 million
dollars plus accrued interest to ITT Corporation to increase Rainbow's ownership
interest in Madison Square Garden, L.P., from approximately 26.6% to 50%.

     Together, Rainbow and ITT purchased the Madison Square Garden properties in
March of 1995. The MSG properties include the arena complex, the NBA Knicks, the
NHL Rangers and the MSG television network. Under the agreement between the two
buyers, Rainbow had until March 17, 1997 to complete its payment of half of the
total purchase price. Since March 1995 management of MSG has been shared equally
by Rainbow and ITT.

     "Madison Square Garden is New York's premiere sports and entertainment
property and a very important strategic asset for Cablevision and Rainbow
Programming," said James Dolan, chief executive officer of Cablevision Systems
Corporation. "Today's payment to ITT completes the arrangement for Rainbow and
ITT to equalize ownership," Mr. Dolan continued.

     Cablevision Systems Corporation is the nation's sixth largest operator of
cable television systems, serving 2.8 million customers in 19 states with major
operations in Boston, Cleveland and the New York metropolitan area, where
Cablevision has 1.6 million customers. Its wholly owned subsidiary, Rainbow
Programming Holdings, Inc., manages entertainment, news and sports programming
services.


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