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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
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).
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CUSIP No. 12686C-10-9 13G
1. Names of Reporting Persons John MacPherson, individually
or I.R.S. Identifica- and as Trustee for the
tion Nos. of Above Persons Trusts listed in Exhibit A
SS: ###-##-####
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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 1,931,074
Owned by Each Reporting --------------------------------------
Person With (6) Shared Voting Power
0
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(7) Sole Dispositive Power
1,931,074
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(8) Shared Dispositive
Power 0
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9. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,931,074
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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 12.2%
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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. 4 TO SCHEDULE 13G
FILED BY
JOHN MACPHERSON, INDIVIDUALLY AND 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 Cablevision Systems Corporation
One Media Crossways
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:
Not Applicable.
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CUSIP No. 12686C-10-9 13G
Item 4. Ownership
(a) Amount Beneficially Owned
1,931,074 (as of December 31, 1997)
(b) Percent of Class:
12.2% (as of December 31, 1997)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,931,074
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of: 1,931,074
(iv) shared power to dispose or to direct the dis-
position of: 0
On June 6, 1997, Cablevision Systems Corporation, a Delaware
corporation ("Issuer"), entered into a Contribution and Merger Agreement (as
amended and restated, 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 Issuer ("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 Issuer, with Issuer as the surviving corporation, and the
conversion in the merger of outstanding shares of Issuer's 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, or
assets constituting, specified cable television systems in exchange for shares
of Class A Common Stock of Parent. Issuer'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
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CUSIP No. 12686C-10-9 13G
will be renamed Cablevision Systems Corporation. As a result of the transactions
contemplated by the Contribution and Merger Agreement, existing common
shareholders of Issuer will become common shareholders of Parent, which will be
a new publicly traded company that will own Issuer and, separately, the
Contributed Entities.
Shareholders of Issuer having a majority of Issuer'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., Issuer, 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, (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
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CUSIP No. 12686C-10-9 13G
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.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
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.
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 12, 1998
Signature: /s/ John MacPherson
By William A. Frewin, Jr., as
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
By William A. Frewin, Jr., as
attorney-in-fact
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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, 1997, the CFD Trust No. 10 owned 38,000 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, 1997, the Trusts owned, in the aggregate, 1,890,074 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, 1997, 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:
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
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CUSIP No. 12686C-10-9 13G
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 stirpes to the then living descendants of Charles F. Dolan, or
if none, among the heirs-at-law of Charles F. Dolan.
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, as 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.
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CUSIP No. 12686C-10-9 13G
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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