<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-K/A
(MARK ONE)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
-------------------
CABLEVISION SYSTEMS CORPORATION
-------------------
1-14764 DELAWARE 11-3415180
(COMMISSION FILE NUMBER) (STATE OF INCORPORATION) (IRS EMPLOYER
1111 STEWART AVENUE IDENTIFICATION NO.)
BETHPAGE, NY 11714
(516) 803-2300
(REGISTRANT'S ADDRESS AND TELEPHONE NUMBER)
-------------------
CSC HOLDINGS, INC.
1-9046 DELAWARE 11-2776686
(COMMISSION FILE NUMBER) (STATE OF INCORPORATION) (IRS EMPLOYER
1111 STEWART AVENUE IDENTIFICATION NO.)
BETHPAGE, NY 11714
(516) 803-2300
(REGISTRANT'S ADDRESS AND TELEPHONE NUMBER)
-------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
Cablevision Systems Corporation New York Stock Exchange
Class A Common Stock
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Cablevision Systems Corporation None
CSC Holdings, Inc. None
Indicate by check mark whether the registrants (1) have filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Cablevision Systems Corporation Yes X No
CSC Holdings, Inc. Yes X No
Indicate by a check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrants' knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ____
Aggregate market value of voting stock held by nonaffiliates of
Cablevision Systems Corporation based on the closing price at which such stock
was sold on the New York Stock Exchange on March 17, 2000: $8,020,730,025.
Number of shares of common stock outstanding as of March 17, 2000:
Cablevision Systems Corporation Class A Common Stock -- 130,258,082
Cablevision Systems Corporation Class B Common Stock -- 43,126,836
CSC Holdings, Inc. Common Stock -- 1,000
- - --------------------------------------------------------------------------------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
-------------------
CABLEVISION SYSTEMS CORPORATION
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual Report on Form
10-K for the fiscal year ended December 31, 1999 as set forth in the pages
attached hereto:
Item 10. -- Directors and Executive Officers of the Registrant.
Item 11. -- Executive Compensation.
Item 12. -- Security Ownership of Certain Beneficial Owners and Management.
Item 13. -- Certain Relationships and Related Transactions.
<PAGE>
ITEM 10. -- DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT
The Board has nominated the director candidates named below. Of the fourteen
nominees for director, ten are to be elected by the Class B stockholders and
four are to be elected by the Class A stockholders.
All Cablevision directors are elected for one-year terms.
Personal information on each of our nominees is given below. All our nominees
currently serve as Cablevision directors. Each current director was elected by
stockholders at the last annual meeting except for Mr. Somers, who was elected
by the Board in October 1999.
The Board met ten times last year. On average, Cablevision's directors attended
96% of Board and committee meetings.
If a director nominee becomes unavailable before the election, your proxy
authorizes us to vote for a replacement nominee if the Board names one.
DIRECTORS TO BE ELECTED BY CLASS A STOCKHOLDERS
CHARLES D. FERRIS, 67, Director since 1985. Member of the law firm of
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. since 1981.
Chairman of the Federal Communications Commission from October 1977
until April 1981.
RICHARD H. HOCHMAN, 54, Director since 1986. Managing Partner of
Regent Capital Partners, L.P. since April 1995. Managing Director of
PaineWebber Incorporated from 1990 to April 1995. Mr. Hochman is also
a director of Evercon, Inc. and R.A.B. Enterprises, Inc.
VICTOR ORISTANO, 83, Director since 1985. Chairman of Alda Limited
Partners, a holding company which has built and operated cable
television systems in Connecticut, Florida, New Jersey, Pennsylvania
and England since 1966. Mr. Oristano is also a member of the Board of
Directors of People's Choice TV Corp.
VINCENT TESE, 57, Director since 1996. Director of the Bear Stearns
Companies, Inc. since December 1994. Chairman of Wireless Cable
International, Inc. since July 1995. Chairman of Cross Country
Wireless from December 1994 to July 1995. Mr. Tese served as Chairman
and Chief Executive Officer of the New York State Urban Development
Corporation from 1985 to 1987, and as Director of Economic Development
for New York State from 1987 to December 1994. Mr. Tese also serves on
the Board of Directors of Allied Waste Industries, Inc., Bowne and
Company, Inc., Mack-Cali Realty Corp. and KeySpan Energy Corp.
DIRECTORS TO BE ELECTED BY CLASS B STOCKHOLDERS
CHARLES F. DOLAN, 73, Director since 1985. Chairman of the Company
since 1985. Chief Executive Officer of the Company from 1985 to
October 1995. Founded and acted as the General Partner of the
Company's predecessor from 1973 until 1985. Established Manhattan
Cable Television in 1961 and Home Box Office in 1971. Charles F. Dolan
is the father of James L. Dolan, Patrick F. Dolan and Thomas C. Dolan.
JAMES L. DOLAN, 44, Director since 1991. President of the Company
since June 1998 and Chief Executive Officer of the Company since
October 1995. Chief Executive Officer of Rainbow Programming Holdings,
Inc., a subsidiary of the Company, from September 1992 to October
1995. Vice President of the Company from 1987 to September 1992. James
L. Dolan is the son of Charles F. Dolan and the brother of Patrick F.
Dolan and Thomas C. Dolan.
WILLIAM J. BELL, 60, Director since 1985. Vice Chairman of the Company
since 1985. Joined the Company's predecessor in 1979.
<PAGE>
ROBERT S. LEMLE, 47, Director since 1988. Executive Vice President,
General Counsel and Secretary of the Company since February 1994.
Senior Vice President, General Counsel and Secretary of the Company
from 1986 to February 1994.
THOMAS C. DOLAN, 47, Director since 1998. Senior Vice President and
Chief Information Officer of the Company since February 1996. Vice
President and Chief Information Officer of the Company from July 1994
to February 1996. General Manager of the Company's East End Long
Island cable system from November 1991 through July 1994. Thomas C.
Dolan is the son of Charles F. Dolan and brother of Patrick F. Dolan
and James L. Dolan.
SHEILA A. MAHONY, 58, Director since 1988. Executive Vice President,
Communications, Government and Public Affairs since April 1999. Senior
Vice President, Communications and Public Affairs of the Company from
June 1995 through April 1999. Vice President of Government Relations
and Public Affairs of the Company and the Company's predecessor from
1980 to June 1995.
PATRICK F. DOLAN, 49, Director since 1991. Vice President of News of
the Company since September 1995. News Director of News 12 Long
Island, a subsidiary of the Company, since December 1991. Patrick F.
Dolan is the son of Charles F. Dolan and the brother of James L. Dolan
and Thomas C. Dolan.
JOHN TATTA, 80, Director since 1985. Consultant to the Company since
January 1992. President of the Company from 1985 through December
1991. Chief Operating Officer of the Company from 1985 to 1989 and
of the Company's predecessor from 1973 through 1985. Executive Vice
President and director of operations of Manhattan Cable Television
during the 1960s and early 1970s.
DANIEL E. SOMERS, 52, Director since October 1999. President and Chief
Executive Officer of AT&T Broadband since December 1999. Senior
Executive Vice President and Chief Financial Officer of AT&T from May
1997 through December 1999. Chairman and Chief Executive Officer of
Bell Cablemedia, plc, of London for two years. Executive Vice
President and Chief Financial Officer of Bell Canada International,
Inc. from 1992 through 1995. Prior to joining Bell Canada, Mr. Somers
held a number of senior executive, financial and operating management
positions with Radio Atlantic Holdings Ltd. and Imasco Ltd. Mr. Somers
is also a director of Liberty Media Corporation, CableLabs, the Chase
National Advisory Board and The Lubrizol Corporation.
WILLIAM R. FITZGERALD, 43, Director since April 1999. Executive Vice
President and Chief Operating Officer of AT&T Broadband since November
1998. Executive Vice President of Corporate Development and
Partnership Relations of TCI Communications, Inc. from December 1997
to November 1998. Senior Vice President of Corporate Development of
TCI Communications from March 1996 to December 1997. Prior to joining
TCI Communications, Mr. Fitzgerald was Senior Vice President and a
Partner at Daniels & Associates.
DIRECTOR COMPENSATION
Cablevision employees receive no extra pay for serving as directors.
Non-employee directors receive a base fee of $30,000 per year; $1,000 per Board
and committee meeting attended in person, and $500 per Board and committee
meeting attend by telephone. Non-employee directors also receive $2,500 annually
per committee membership and $5,000 annually per committee chairmanship.
We also pay a portion of director compensation in stock options. Each
non-employee director receives options to purchase 20,000 shares of stock when
first elected to the Board and, if the director remains in office, options to
purchase an additional 5,000 shares each following year. The exercise price for
these options is the closing price of the stock on the date prior to the grant,
and they are all vested when granted.
BOARD COMMITTEES
The Board has three permanent committees: the Audit Committee, the Compensation
Committee and the Executive Committee. The Board does not have a Nominating
Committee.
THE AUDIT COMMITTEE is responsible for assisting the Board of Directors in its
oversight of the Company's accounting and financial reporting principles and
policies and internal audit controls and procedures, in its oversight of the
Company's financial statements and the independent audit of those statements,
and in its selection, evaluation and retention of outside auditors.
Committee members: Messrs. Oristano (Chairman), Hochman and Tese.
<PAGE>
Meetings last year: two
THE COMPENSATION COMMITTEE represents the Board in discharging its
responsibilities with respect to the Company's employee stock plans and, in
doing so, administers such plans with regard to, among other things, the
determination of eligibility of employees, the granting of stock, SARs and/or
options, and the termination of such plans. This committee also determines the
appropriate levels of compensation, including salaries, bonuses, stock and
option rights and retirement benefits for members of the Company's senior
management, subject to the approval of the Board of Directors. A subcommittee of
the Compensation Committee has exclusive authority and responsibility for, and
with respect to, all annual bonus determinations for each named executive
officer and any grants or awards under the Company's Employee Stock Plan or
Long-Term Incentive Plan to any executive officer of the Company, and to the
Company's other most senior employees.
Committee members: Messrs. Hochman (Chairman), Oristano and Tatta.
Meetings last year: four
Subcommittee members: Messrs. Hochman and Oristano
Meetings last year: two
THE EXECUTIVE COMMITTEE has broad power to act on behalf of the Board. In
practice, the committee only meets when it is impractical to call a meeting of
the full Board.
Committee members: Messrs. James Dolan (Chairman), Bell, Lemle, Hochman and
Tatta.
Meetings last year: five
Other Committees
In addition to standing committees, the Board of Directors from time-to-time
convenes a Special Committee, in accordance with the Company's By-laws, to
consider any proposed investment in, or advance to, Charles Dolan, members of
his family, trusts for the benefit of his family members, or companies (other
than the Company) owned or controlled by any of them. Our stockholders agreement
with AT&T allows AT&T to appoint two of the four members of the Special
Committee.
<PAGE>
OUR EXECUTIVE OFFICERS
Our executive officers are:
Charles F. Dolan Chairman
James L. Dolan Chief Executive Officer and President
William J. Bell Vice Chairman
Robert S. Lemle Executive Vice President, General Counsel and Secretary
Andrew B. Rosengard Executive Vice President, Finance and Controller
Sheila A. Mahony Executive Vice President, Communications, Government and
Public Affairs
Margaret Albergo Executive Vice President, Planning and Operations
Thomas C. Dolan Senior Vice President and Chief Information Officer
Biographies of Messrs. Charles Dolan, James Dolan, Thomas Dolan, Bell, Lemle and
Ms. Mahony are set forth above. Biographies for Mr. Rosengard and Ms. Albergo
are below.
ANDREW B. ROSENGARD, 42, Executive Vice President, Finance and
Controller of the Company since April 1999. Executive Vice President,
Financial Planning and Controller of the Company November 1997 to
April 1999. Senior Vice President and Controller of the Company from
February 1996 to November 1997. Senior Vice President, Finance for
Rainbow Programming Holdings, Inc., a subsidiary of the Company, from
1990 to February 1996.
MARGARET ALBERGO, 46, Executive Vice President, Planning and
Operations since April 1999. Senior Vice President, Planning and
Performance of the Company from October 1996 to April 1999. Senior
Vice President, Operations of Rainbow Programming Holdings, Inc., a
subsidiary of the Company from August 1995 to October 1996. Vice
President, Corporate Development of Rainbow Programming Holdings, Inc.
from 1993 to August 1995. Director of Operations and Administration of
News 12 Long Island from 1991 to 1993.
<PAGE>
ITEM 11. -- EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION TABLES
These tables show the compensation of the Company's Chief Executive Officer and
the four other most highly paid executives.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
------------------- ----------------------------- ALL OTHER
SECURITIES UNDERLYING COMPENSATION
NAME/PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS/SARs(#) ($)(1)
- - ----------------------- ---- --------- -------- --------------- ------
<S> <C> <C> <C> <C> <C>
Charles F. Dolan 1999 900,000 2,000,000 0 388,721
Chairman & Director 1998 900,000 1,160,000 0 473,229
1997 525,000 525,000 0 315,962
James L. Dolan 1999 950,000 2,000,000 0 4,463,681
President, Chief Executive 1998 900,000 2,500,000 160,000 137,682
Officer & Director 1997 550,000 2,750,000 0 213,684
William J. Bell 1999 770,000 1,400,000 0 2,263,128
Vice Chairman & Director 1998 700,000 1,900,000 0 119,611
1997 525,000 2,150,000 700,000 117,275
Robert S. Lemle 1999 625,000 875,000 0 1,825,380
Executive Vice President, 1998 525,000 1,000,000 0 60,539
General Counsel, Secretary & 1997 475,000 1,250,000 605,200 51,753
Director
Andrew B. Rosengard 1999 575,000 900,000 0 181,565
Executive Vice President, 1998 450,000 900,000 0 147,875
Finance & Controller 1997 350,000 800,000 0 619,833
</TABLE>
(1) For 1999, represents the sum of (i) for each individual, $3,200
contributed by CSC Holdings on behalf of such individual under the
Company's Cash Balance Pension Plan (the "Pension Plan"), (ii) for each
individual, $30,000 credited to such individual (other than Mr. James
Dolan and Mr. Rosengard) on the books of the Company pursuant to the
defined contribution portion of the Company's Supplemental Benefit Plan
(the "Supplemental Plan"), (iii) for each individual, $4,000
contributed by the Company on behalf of such individual as a matching
contribution under the Company's 401(k) Plan, (iv) for each individual,
the following amounts paid as a premium on individual life insurance
policies purchased by the Company for the executive officer to replace
coverage under the integrated policy previously provided by the
Company: Mr. Charles Dolan $130,276, Mr. James Dolan $37,705, Mr. Bell
$82,037, Mr. Lemle $20,268 and Mr. Rosengard $9,305, (v) for Mr.
Charles Dolan, Mr. James Dolan, Mr. Bell and Mr. Lemle: $221,245,
$135,537, $2,271 and $1,074, respectively, representing the value of
personal use of the Company's aircraft, determined in accordance with
the Standard Industry Fare Level as promulgated by the Internal Revenue
Service, (vi) for Mr. James Dolan, Mr. Bell and Mr. Lemle: $4,283,239,
$2,141,620 and $1,766,838, respectively, representing the payout of a
Long Term Incentive Plan award and (vii) in the case of Mr. Rosengard,
amounts allocated in respect of a deferred compensation plan, including
an initial amount of $500,000 in 1997 plus an annual amount equal to
20% of base salary, together with attributable interest thereon,
aggregating $104,245, $131,370 and $165,060 in 1997, 1998 and 1999,
respectively.
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------- ANNUAL RATES OF
% OF TOTAL STOCK PRICE
OPTIONS APPRECIATION
GRANTED TO MARKET FOR
EMPLOYEES EXERCISE OR PRICE OPTION TERM(2)
OPTION IN FISCAL BASE PRICE ON DATE OF EXPIRATION
NAME GRANTED(#)(1) YEAR 1999 ($/SHARE) GRANT($) DATE 5%($) 10%($)
---- ------------- --------- --------- -------- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
James L. Dolan........ 240,000 5.2% 67.50 67.50 8/03/09 10,188,093 25,818,628
William J. Bell....... 200,000 4.3% 67.50 67.50 8/03/09 8,490,077 21,515,523
Robert S. Lemle....... 150,000 3.2% 67.50 67.50 8/03/09 6,367,558 16,136,642
Andrew B. Rosengard .. 150,000 3.2% 67.50 67.50 8/03/09 6,367,558 16,136,642
</TABLE>
- - ---------
(1) Options granted on August 2, 1999, under the 1998 Employee Stock Plan.
Such options become exercisable in annual installments of 33.33% per
year, beginning on August 2, 2000 and on each of the first two
anniversaries of that date. Vesting of options may be accelerated upon
a change of control of the Company (see "Employee Contracts and
Severance and Change-In-Control Arrangements" below). No SARs were
granted in 1999 to the named executive officers.
(2) The dollar amounts under these columns are the result of calculations
at 5% and 10% rates set by the SEC, and therefore are not intended to
forecast possible future appreciation of the Company's stock price. In
all cases the appreciation is calculated from the award date to the end
of the option term.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARs AT OPTIONS/SARs AT
SHARES ACQUIRED 12/31/99(#) 12/31/99($)
ON VALUE ----------- -----------
NAME EXERCISE(#)(1) REALIZED($) EXERCISABLE/ UNEXERCISABLE EXERCISABLE/ UNEXERCISABLE
---- -------------- ----------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Charles F. Dolan.......... -- -- -- -- -- --
James L. Dolan............ -- -- 199,332 346,668 12,039,936 7,020,064
William J. Bell........... 475,332 34,361,217 266,668 200,000 18,233,425 1,600,000
Robert S. Lemle........... 239,000 16,197,594 532,200 150,000 36,314,925 1,200,000
Andrew B. Rosengard....... 73,338 5,038,550(2) 59,998 150,000 4,102,363(3) 1,200,000
</TABLE>
- - ---------
(1) Exercise of stock options and SARs granted under CSC Holdings' Amended
and Restated Employee Stock Plan and CSC Holdings' First Amended and
Restated 1996 Employee Stock Plan.
(2) Including a cash payment of $614,118 representing a bonus related to
stock price improvement.
(3) Including a potential cash payment of $307,082 representing a bonus
related to potential stock price improvement.
<PAGE>
LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE
OR
OTHER
NUMBER OF PERIOD
SHARES, UNITS UNTIL ESTIMATED FUTURE PAYOUTS UNDER
OR MATURATION NON-STOCK PRICE-BASED PLANS
OTHER RIGHTS OR ---------------------------
NAME (#) PAYOUT THRESHOLD($) TARGET($) MAXIMUM($)
---- --- ------ ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Charles F. Dolan....... -- -- -- -- --
James L. Dolan......... N/A 12-36 mos. -- 4,500,000(1) --
William J. Bell........ N/A 12-36 mos. -- 2,500,000(1) --
Robert S. Lemle........ N/A 12-36 mos. -- 2,000,000(1) --
Andrew B. Rosengard.... N/A 12-36 mos. -- 1,200,000(1) --
</TABLE>
- - ---------
(1) Contingent cash awards granted under the Company's Long-Term Incentive
Plan, in the amounts indicated. The indicated amounts are payable in
full upon the attainment of specified performance objectives, including
(a) incremental cash flow and revenues and cumulative revenues from new
businesses, as defined, in respect of calendar years 1999, 2000 and
2001 in excess of specified targets, or (b) private market value of the
Company at the end of any calendar quarter starting with the fourth
quarter of 1999 in excess of specified targets.
DEFINED BENEFIT PENSION PLAN
The Company's Nonqualified Supplemental Benefit Plan provides actuarially
determined pension benefits, among other types of benefits, for nine employees
of the Company or its subsidiaries who were previously employed by Cablevision
Systems Services Corporation ("CSSC"). CSSC, which is wholly-owned by Charles
Dolan, provided management services to Cablevision Company (the Company's
predecessor) and to certain affiliates of the Company. The Supplemental Plan is
designed to provide these employees, in combination with certain qualified
benefit plans maintained by the Company and certain qualified retirement plans
formerly maintained by CSSC, with the same retirement benefit formulae they
would have enjoyed had they remained employees of CSSC and continued to
participate in the former CSSC qualified plans. The Supplemental Plan provides
that the Company may set aside assets for the purpose of paying benefits under
the Supplemental Plan, but that any such assets remain subject to the claims of
creditors of the Company.
The defined benefit feature of the Supplemental Plan provides that, upon
attaining normal retirement age (the later of age 65 or the completion of five
years of service), a participant will receive an annual benefit equal to the
lesser of 75% of his or her average compensation (not including bonuses and
overtime) for his or her three most highly compensated years and the maximum
benefit permitted by the Code (the maximum in 1999 is $130,000 for employees who
retire at age 65), reduced by the amount of any benefits paid to such individual
pursuant to the qualified defined benefit plan formerly maintained by CSSC. This
benefit will be reduced proportionately if the participant retires or otherwise
terminates employment before reaching normal retirement age.
The following sets forth the estimated annual benefits payable upon normal
retirement under the defined benefit portion of the Supplemental Plan (reduced
by any retirement benefits paid in connection with the termination of the CSSC
Defined Benefit Pension Plan) to the following persons: Mr. Charles Dolan,
$193,092; Mr. James Dolan, $0; Mr. Bell, $105,323; Mr. Lemle, $116,129 and Mr.
Rosengard, $0.
EMPLOYMENT CONTRACTS AND SEVERANCE
AND CHANGE-IN-CONTROL ARRANGEMENTS
Charles Dolan has an employment agreement with the Company which expired in
January 2000, and was automatically renewed until January 2001. The employment
agreement will automatically renew for successive one-year terms unless
terminated by either party at least three months prior to the end of the then
existing term. The agreement provides for annual compensation of not less than
$400,000 per year to Mr. Dolan. The agreement also provides for payment to Mr.
Dolan's estate in the event of his death during the term of such agreement, of
an amount equal to the greater of one year's base salary or one-half of the
compensation that would have been payable to Mr. Dolan during the remaining term
of such agreement.
Under the applicable award agreements, the vesting of the bonus award shares,
stock options and SARs granted to employees, including Messrs. James Dolan, Bell
and Lemle, under the Company's Employee Stock Plan and
<PAGE>
its predecessor plans, may be accelerated, in certain circumstances, upon a
"change of control" of the Company. A "change of control" is defined as the
acquisition by any person or group, other than Charles Dolan or members of his
immediate family (or trusts for the benefit of Charles Dolan or his immediate
family) or any employee benefit plan sponsored or maintained by the Company, of
(1) the power to direct the management of substantially all of the cable
television systems then owned by the Company in the New York City metropolitan
area, or (2) after any fiscal year of the Company in which the Company's cable
television systems in the New York City metropolitan area contributed in the
aggregate less than a majority of the net revenues of the Company and its
consolidated subsidiaries, the power to direct the management of the Company or
substantially all of its assets. Upon such a change in control, the bonus award
shares, stock options and SARs may be converted into either a right to receive
an amount of cash based upon the highest price per share of Common Stock paid in
the transaction resulting in the change of control, or into a corresponding
award with equivalent profit potential in the surviving entity, at the election
of the Compensation Committee.
The Company adopted as of May 1, 1994, a severance pay plan pursuant to which an
employee whose employment is involuntarily terminated (other than for cause) or
who resigns with the approval of the Company, may receive a benefit in an amount
determined by the Company.
In March 1998, the Company entered into employment agreements with each of
Messrs. Bell and Lemle, which agreements replaced previous employment
agreements. The agreements are each for a three year term that automatically
extends for an additional one year period on January 1, 1999, 2000 and 2001,
respectively, unless the Company or the executive notifies the other of its
election not to extend by the preceding October 31. The agreements currently
expire on December 31, 2002. In January 1999, the Company entered into an
employment agreement with James Dolan. This agreement is for a three year term
that automatically extends for an additional one year period on January 1, 2000
and 2001, respectively, unless the Company or Mr. Dolan notifies the other of
an election not to extend by the preceding October 31. The agreement currently
expires on December 31, 2002. Under their respective agreements, these
executives are to receive annual salaries of not less than $950,000 in the case
of Mr. James Dolan, $700,000, in the case of Mr. Bell and $525,000 in the case
of Mr. Lemle. Each agreement also provides that in the event that the executive
leaves the Company involuntarily (other than for cause), following a change of
control (as defined above), or because such executive's compensation, title or
responsibilities are reduced without his consent, such executive shall be
entitled to receive (1) a severance payment of not less than the salary due
for the remainder of the employment agreement or one year's annual salary (or
three times the sum of his annual salary plus his prior year's annual bonus
in the event of a change of control), whichever is greater, (2) an annual
bonus of not less than 100% of annual salary for Messrs. James Dolan and Bell
and 65% of annual salary for Mr. Lemle, pro rated for the months worked during
such year, (3) the right to receive payment of all bonus shares and deferred
compensation awards, and to exercise all stock option and conjunctive right
awards for the remainder of the term of the agreement, or a period of 180
days, if greater, whether or not such awards are due or exercisable at the
time, (4) the right to receive payment of all outstanding long-term performance
awards, at such time, if any, as such awards shall be earned (as if such
employee remained in the continuous employ of the Company through the payment
date), (5) three years payment of life insurance premiums and (6) the right
to participate in the Company's health plan for retired executives.
In February 1996, the Compensation Committee adopted the Cablevision Systems
Corporation Supplemental Life Insurance Premium Payment Plan (the "Supplemental
Life Insurance Premium Payment Plan"). Under the Supplemental Life Insurance
Premium Payment Plan, at all times following a change of control (as detailed
above) the Company would pay on behalf of certain executive officers of the
Company, including Messrs. James Dolan, Bell and Lemle, all premiums on life
insurance policies purchased by the Company for such executive officers, up to
the aggregate amount of additional premiums, if any, necessary to fund fully the
face amount of such executive officer's policy as in effect immediately prior to
the change of control.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As disclosed above, the Compensation Committee of the Board of Directors is
comprised of Messrs. Oristano, Tatta and Hochman. Mr. Tatta, the former
President of CSC Holdings, is currently a consultant to the Company. Mr.
Oristano and Mr. Hochman are not employees of the Company. Certain relationships
and transactions between the Company and those individuals or their affiliates
are described under Item 13. Certain Relationships and Related Transactions.
<PAGE>
ITEM 12. -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
STOCK OWNERSHIP TABLE
This table shows the number and percent of shares of Class A and Class B Common
Stock owned of record and beneficially as of March 1, 2000 by each director and
each executive officer of the Company named in the summary compensation table.
The table also shows the name, address and the number and percent of shares of
Class A and Class B Common Stock owned by persons beneficially owning more than
five (5%) percent of any class.
<TABLE>
<CAPTION>
COMBINED VOTING
POWER OF
CLASS A CLASS B CLASS A & CLASS B
COMMON COMMON CLASS A & CLASS B COMMON STOCK
STOCK STOCK COMMON STOCK BENEFICIALLY
BENEFICIALLY BENEFICIALLY BENEFICIALLY OWNED(1)(2)
NAME AND ADDRESS OWNED(1) OWNED(1)(2) OWNED(1)(2) -----------
- - ---------------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles F. Dolan(3)(4)(5)
1111 Stewart Avenue
Bethpage, NY 11714 ..................... 938,401 * 23,137,124 53.6% 24,075,525 13% 44.1%
Charles F. Dolan
1997 Grantor Retained
Annuity Trust(5) ....................... -- -- 4,230,655 9.8% 4,230,655 2.4% 7.5%
Gabelli Funds, Inc.(6)
GAMCO Investors, Inc.(6)
One Corporate Center
Rye, NY 10580 .......................... 8,828,650 6.8% -- -- 8,828,650 5.1% 1.8%
AT&T Corporation(7)
32 Avenue of the Americas
New York, NY 10013 ..................... 49,982,572 38.4% -- -- 49,982,572 28.8% 8.9%
James L. Dolan(11)(14)(22) ............. 130,333 * 1,326,464 3.1% 1,456,797 * 2.4%
William J. Bell(8)(11) ................. 201,195 * -- -- 201,195 * *
Robert S. Lemle(9)(11) ................. 994,470 * -- -- 994,470 * *
Andrew B. Rosengard(11) ................ 39,215 * -- -- 39,215 * *
Sheila A. Mahony(11) ................... 35,585 * -- -- 35,585 * *
Thomas C. Dolan(11)(16)(21) ........... 43,600 * 1,212,464 2.8% 1,256,064 * 2.2%
Patrick F. Dolan(11)(15)(20) ........... 47,333 * 1,215,140 2.8% 1,262,473 * 2.2%
John Tatta(10)(12) ..................... 82,400 * -- -- 82,400 * *
Charles D. Ferris(12) .................. 45,000 * -- -- 45,000 * *
Richard H. Hochman(12) ................. 49,376 * -- -- 49,376 * *
Victor Oristano(12)(13) ................ 45,000 * -- -- 45,000 * *
Vincent Tese(12) ....................... 19,000 * -- -- 19,000 * *
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel E. Somers(7)(12) ................ 20,000 * -- -- 20,000 * *
William R. Fitzgerald(7)(12) ........... 25,000 * -- -- 25,000 * *
All executive officers
and directors as a group
(16 persons)
(3)(4)(5)(8)(9)(10)(11)
(12)(13)(14)(15)(16)(20)
(21)(22)(23)(24)(25)(26) ............... 2,749,916 2.1% 26,891,192 62.4% 29,641,108 17.1% 48.4%
Paul J. Dolan(17)(22)
100 Corporate Place Suite 150
Chardon, OH 44024 ...................... 14,800 * 2,424,928 5.6% 2,439,728 1.4% 4.3%
Kathleen M. Dolan
(17)(23)(24)(25)(26)(27)(28)
1111 Stewart Avenue
Bethpage, NY 11714 ..................... 1,560,224 1.2% 6,283,744 14.6% 7,843,968 4.5% 11.5%
Mary S. Dolan(18)(20)
300 So. Riverside Plaza
Suite 1480 Chicago, IL 60606 .......... 11,000 * 2,389,604 5.5% 2,400,604 1.4% 4.3%
Deborah A. Dolan-Sweeney
(18)(23)(24)(25)(26)(27)(28)
1111 Stewart Avenue
Bethpage, NY 11714 ..................... 1,560,224 1.2% 6,283,744 14.6% 7,843,968 4.5% 11.5%
Matthew J. Dolan(19)(21)
231 Main Street
Court House Annex
Chardon, OH 44024 ...................... 4,000 * 2,389,604 5.5% 2,393,604 1.4% 4.3%
Marianne E. Weber
(19)(23)(24)(25)(26)(27)(28)
1111 Stewart Avenue
Bethpage, NY 11714 ..................... 1,560,224 1.2% 6,248,420 14.5% 7,808,644 4.5% 11.4%
Dolan Family LLC (28)
c/o William A. Frewin, Jr.
340 Crossways Park Drive
Woodbury, NY 11797 ..................... -- -- 5,000,000 11.6% 5,000,000 2.9% 8.9%
Edward C. Atwood
(23)(24)(25)(26)(28)(29)
1111 Stewart Avenue
Bethpage, NY 11714 ..................... 162,033 * 5,445,104 12.6% 5,607,137 3.2% 9.7%
John MacPherson(30)
21 Old Town Lane
Halesite, NY 10019 ..................... 164,600 * 7,560,296 17.5% 7,724,896 4.5% 13.5%
</TABLE>
- - ---------
* Less than 1%
(1) Beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the vote) and/or sole or
shared investment power (including the power to dispose or direct the
disposition) with respect to the security through any contract,
arrangement, understanding, relationship or otherwise. Unless
indicated, beneficial ownership disclosed consists of sole voting and
investment power. Beneficial ownership of Class A Common Stock is
exclusive of the shares of Class A Common Stock that are issuable upon
conversion of shares of Class B Common Stock.
(2) Class B Common Stock is convertible into Class A Common Stock at the
option of the holder on a share for share basis. The holder of one
share of Class A Common Stock is entitled to one vote at a meeting of
stockholders of the Company, and the holder of one share of Class B
Common Stock is entitled to ten votes at a meeting of stockholders of
the Company except in the separate class elections of directors.
(3) Includes 774,555 shares of Class A Common Stock owned by the Dolan
Family Foundation, a New York not-for-profit corporation, the sole
members of which are Charles Dolan and his wife, Helen A. Dolan.
Neither Mr. Dolan nor Mrs. Dolan has an economic interest in such
shares, but Mr. Dolan and his wife share the ultimate power to vote and
dispose of such shares. Under certain rules of the Securities and
Exchange Commission, so long as Mr. Dolan and his wife retain such
powers, each of Mr. Dolan and his wife is deemed to have beneficial
ownership thereof. Also includes 20,000 shares of Class A Common Stock
owned directly by Mrs. Dolan.
<PAGE>
(4) Does not include an aggregate of 14,835,712 shares of Class B Common
Stock and 151,000 shares of Class A Common Stock held by trusts for the
benefit of Dolan family interests (the "Dolan Family Trusts"). Mr.
Dolan disclaims beneficial ownership of the shares owned by the Dolan
Family Trusts, in that he has neither voting nor investment power with
respect to such shares.
(5) Includes 4,230,655 shares of Class B Common Stock owned by the Charles
F. Dolan 1997 Grantor Retained Annuity Trust (the "GRAT"). The GRAT was
established on April 30, 1997 by Charles F. Dolan for estate planning
purposes. The GRAT, through its trustees, has the sole power to vote
and dispose of such shares. The two co-trustees of the trust are
Charles F. Dolan and his wife, Mrs. Dolan. For three years, the GRAT
will pay to Charles F. Dolan, and in the event of his death, to Mrs.
Dolan, a certain percentage of the fair market value of the property
initially contributed to the GRAT (the "Annuity"). If Mr. Dolan is
living at the expiration of the term of the GRAT, the remainder will
pass into another trust for the benefit of Mrs. Dolan and the
descendants of Charles F. Dolan. If Mr. Dolan is not living at the
expiration of the term of the GRAT, the then principal of the GRAT will
pass to his estate or to Mrs. Dolan.
(6) The Company has been informed that certain operating subsidiaries of
Gabelli Funds, Inc. ("GFI") beneficially held, or exercise investment
discretion over various institutional accounts which beneficially held
as of December 15, 1999, an aggregate of 8,828,650 shares of Class A
Common Stock. The Company has been informed that GAMCO Investors, Inc.,
an investment advisor registered under the Investment Advisors Act of
1940, as amended and a wholly-owned subsidiary of Gabelli Asset
Management, Inc., held sole dispositive power over 6,372,087 of such
shares and sole voting power over 6,245,087 of such shares.
(7) The Company has been informed that AT&T beneficially owned an aggregate
of 48,942,172 shares of Class A Common Stock. AT&T or its subsidiaries
have sole voting and investment power with respect to such shares. Also
includes 1,040,400 shares held directly by Liberty Media Corporation, a
wholly-owned subsidiary of AT&T, as to which AT&T disclaims beneficial
ownership. AT&T is a party to a Stockholders Agreement with the Company
and holders of Class B Common Stock, which agreement, among other
things, requires the Class B Stockholders to vote to elect for
director, up to two persons nominated by AT&T, and requires AT&T to
vote its shares of Class A Common Stock in proportion to the vote of
the other, non-affiliated Class A Stockholders, on certain matters.
Each of Messrs. William R. Fitzgerald and Daniel E. Somers, each a
Director and Nominee for Director of the Company, is an officer of
AT&T. Each of Messrs. Fitzgerald and Somers disclaim any beneficial
ownership interest in these shares.
(8) Includes 50,000 shares of Class A Common Stock purchased by William J.
Bell in April 1999.
(9) Includes 34,000 shares of Class A Common Stock purchased by Robert S.
Lemle in April 1999 and 10,000 shares of Class A Common Stock owned by
a family partnership of which Mr. Lemle is the general partner. Also
includes 52 shares of Class A Common Stock owned by a minor child. Also
includes 15,000 shares of Class A Common Stock owned by the Estate of
Marc Lustgarten for which Robert S. Lemle serves as co-executor and, in
such capacity, shares the power to vote and dispose of such shares and
581,000 shares of Class A Common Stock issuable upon the exercise of
options granted to Marc Lustgarten pursuant to the Company's Employee
Stock Plan which, on March 1, 2000 were unexercised but were
exercisable within a period of 60 days from that date, owned by the
Estate of Marc Lustgarten for which Robert S. Lemle serves as
co-executor and, in such capacity, will share the power to vote and
dispose of such shares, when issued.
(10) Includes 43,600 shares of Class A Common Stock by the John Tatta
Charitable Remainder Unitrust UAD 12/16/98 (the "JTCRT"). The JTCRT was
established on December 16, 1998 by John Tatta for charitable purposes.
Mr. Tatta, disclaims beneficial ownership of the stock beneficially
owned by trusts for the benefit of his family, in that he has neither
voting nor investment power with respect to such shares. Includes
33,800 shares of Class A Common Stock held by the Anne Tatta Grantor
Retained Annuity Trust UTA June 21, 1999 ("Anne Tatta GRAT"). The Anne
Tatta GRAT is a New York trust for the benefit of Tatta family
interests of which is Stephen A. Carb, Esq. is trustee.
(11) Includes shares of Class A Common Stock issuable upon the exercise of
options granted pursuant to the Company's Employee Stock Plan which on
March 1, 2000 were unexercised but were exercisable within a period of
60 days from that date. These amounts include the following number of
shares for the following individuals: Mr. James Dolan 126,333; Mr. Bell
150,000; Mr. Lemle 309,600; Mr. Rosengard 29,999; Ms. Mahony 30,000;
Mr. Patrick Dolan 39,733 and Mr. Thomas Dolan 39,600; all executive
officers and directors as a group 752,433.
(12) Includes shares of Class A Common Stock issuable upon the exercise of
options granted pursuant to CSC Holdings' 1996 Stock Option Plan, as
amended, for Non-Employee Directors, which on March 1, 2000 were
unexercised but were exercisable within a period of 60 days from that
date. These amounts include the following number of shares for the
following individuals: Mr. Tatta 5,000, Mr. Ferris 41,000; Mr. Hochman
41,000; Mr. Oristano 41,000; Mr. Tese 19,000, Mr. Fitzgerald 25,000 and
Mr. Somers 20,000.
(13) The shares listed are owned by the Oristano Foundation, a charitable
trust the trustees of which are members of the Oristano family.
(14) Includes 114,000 shares of Class B Common Stock owned by trusts for
minor children as to which James L. Dolan disclaims beneficial
ownership. Also includes 1,212,464 shares of Class B Common Stock held
by a family trust of which James L. Dolan is a contingent beneficiary
and a co-trustee, as to which James L. Dolan disclaims beneficial
ownership, which shares are also described in footnote (22).
(15) Includes 38,000 shares of Class B Common Stock owned by a trust for a
minor child as to which Patrick F. Dolan disclaims beneficial
ownership. Also includes 1,177,140 shares of Class B Common Stock held
by a family trust of which Patrick F. Dolan is a contingent beneficiary
and a co-trustee, as to which Patrick F. Dolan disclaims beneficial
ownership, which shares are also described in footnote (20).
(16) Includes 1,212,464 shares of Class B Common Stock held by a family
trust of which Thomas C. Dolan is a contingent beneficiary and a co-
trustee, as to which Thomas C. Dolan disclaims beneficial ownership,
which shares are also described in footnote (21) .
(17) Includes 1,212,464 shares of Class B Common Stock held by the DC
Kathleen Trust, the co-trustees of which are Kathleen Dolan and Paul
Dolan.
(18) Includes 1,212,464 shares of Class B Common Stock held by the DC
Deborah Trust, the co-trustees of which are Deborah Dolan-Sweeney
and Mary Dolan.
(19) Includes 1,177,140 shares of Class B Common Stock held by the DC
Marianne Trust, the co-trustees of which are Marianne E. Weber and
Matthew Dolan.
(20) Includes 1,177,140 shares of Class B Common Stock held by the DC
Patrick Trust, the co-trustees of which are Patrick Dolan and Mary
Dolan.
(21) Includes 1,212,464 shares of Class B Common Stock held by the DC Thomas
Trust, the co-trustees of which are Thomas Dolan and Matthew Dolan.
(22) Includes 1,212,464 shares of Class B Common Stock held by the DC James
Trust, the co-trustees of which are James Dolan and Paul Dolan.
<PAGE>
(23) Includes 23,500 shares of Class B Common Stock held by the Dolan
Descendants Trust, the co-trustees of which are Edward C. Atwood,
Kathleen M. Dolan, Marianne E. Weber, and Deborah Dolan-Sweeney.
(24) Includes 29,000 shares of Class B Common Stock held by the Dolan
Progeny Trust, the co-trustees of which are Edward C. Atwood, Kathleen
M. Dolan, Marianne E. Weber, and Deborah Dolan-Sweeney.
(25) Includes 16,500 shares of Class B Common Stock held by the Dolan
Grandchildren Trust, the co-trustees of which are Edward C. Atwood,
Kathleen M. Dolan, Marianne E. Weber, and Deborah Dolan-Sweeney.
(26) Includes 2,280 shares of Class B Common Stock held by the Dolan Spouse
Trust, the co-trustees of which are Edward C. Atwood, Kathleen M.
Dolan, Marianne E. Weber, and Deborah Dolan-Sweeney.
(27) Includes 1,556,224 shares of Class A Common Stock owned by the Dolan
Children's Foundation, a New York not-for-profit corporation, the sole
members of which are Marianne E. Weber, Kathleen M. Dolan and
Deborah Dolan-Sweeney. None of the members has an economic interest
in such shares, but each member shares the ultimate power to vote and
dispose of such shares.
(28) Includes 5,000,000 shares of Class B Common Stock owned by Dolan
Family LLC , a Delaware limited liability company, the members of
which are four Dolan family trusts, the co-trustees of which are
Edward C. Atwood, Marianne E. Weber, Kathleen M. Dolan and
Deborah Dolan-Sweeney. Edward C. Atwood serves as Manager of Dolan
Family LLC, but does not have an economic interest in such shares.
Each of the co-trustees shares the ultimate power to vote and dispose
of such shares.
(29) Includes 5,000 shares of Class A Common Stock owned directly by Edward
C. Atwood and his wife, Marie E. Atwood. Also includes 6,033 shares of
Class A Common Stock issuable upon the exercise of options granted
pursuant to the Company's Employee Stock Plan which on March 1, 2000
were unexercised but were exercisable within a period of 60 days from
that date. Also includes 151,000 shares of Class A Common Stock held by
a trust for the benefit of Edward C. Atwood's wife, Marie E. Atwood and
373,824 shares of Class B Common Stock held by a trust for the benefit
of Edward C. Atwood's wife, Marie E. Atwood.
(30) Includes an aggregate of 7,560,296 shares of Class B Common Stock and an
aggregate of 151,000 shares of Class A Common Stock each held by various
trusts for the benefit of family members of Charles F. Dolan's family
for which Mr. John MacPherson serves as Trustee and, in such capacity,
exercises sole voting power and dispositive power with respect to such
shares.
---------------------------------
The Dolan family interests (other than Charles Dolan) have agreed with the
Company that in the case of any sale or disposition by Dolan family interests
(other than Charles Dolan) of shares of Class B Common Stock to a holder other
than Charles Dolan or Dolan family interests, the Class B Common Stock will be
converted on the basis of one share of Class A Common Stock for each share of
Class B Common Stock.
Charles Dolan and trusts for the benefit of members of his family, by virtue of
their ownership of Class B Common Stock, are able collectively to control
stockholder decisions on matters in which holders of Class A and Class B common
Stock vote together as a class, and to elect up to 75% of the Company's Board of
Directors.
Registration Rights. The Company has granted to each of Charles Dolan, certain
Dolan family interests and the Dolan Family Foundation the right to require the
Company to register, at any time prior to the death of both Mr. Dolan and his
wife, the shares of Class A Common Stock held by them provided that the shares
requested to be registered shall have an aggregate market value of at least
$3,000,000. There is no limitation on the number or frequency of the
registrations that such parties can demand pursuant to the preceding sentence.
After the death of both Mr. Dolan and his wife, such parties will be permitted
one additional registration. In addition, the company has granted such parties
"piggyback" rights pursuant to which they may require the Company to register
their holdings of Class A Common Stock on any registration statement under the
Act with respect to an offering by the Company or any security holder thereof
(other than a registration statement on Form S-8 and S-4 or any successor form
thereto).
The Company has granted Mr. Tatta and certain Tatta family interests the right
to require the Company, on any date, with the consent of Charles Dolan, his
widow or the representative of the estate of Mr. Dolan or his wife, to register
the shares of Class A Common Stock held by them provided that the shares
requested to be registered have an aggregate market value of at least
$3,000,000. After the death of both Charles Dolan and his wife, such parties
will be permitted to demand only one registration. Such parties have also been
granted piggyback registration rights identical to those described above,
provided that in certain instances they receive written consent of Mr. Dolan,
his widow or the representative of the estate of Mr. Dolan or his wife.
Pursuant to the Stockholders Agreement, dated as of March 4, 1998, among the
Company, AT&T and certain holders of Class B Common Stock, the Company granted
to AT&T certain registration rights with respect to shares of Class A Common
Stock held by AT&T or certain of its affiliates. AT&T is permitted to request
that the Company file a registration statement registering not less than
2,000,000 shares, on a demand basis, not more than once each year. In addition,
AT&T was granted "piggy-back" registration rights on any registration of at
least $100,000,000 of shares of Class A Common Stock (based on the market value
thereof on the date of filing) by the Company, subject to certain limitations.
The demand and piggyback registration rights described above are subject to
certain limitations, which are intended to prevent undue interference with the
Company's ability to distribute securities.
<PAGE>
ITEM 13. -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has made investments in and advances to certain affiliates of which
Mr. Dolan or Dolan family interests had or have ownership interests.
On August 23, 1996, the Company entered into an agreement with Northcoast
Operating Co., Inc. ("Northcoast") and certain of its affiliates, to form a
limited liability company (the "LLC") to participate in the auctions conducted
by the Federal Communications Commission ("FCC") for certain licenses to conduct
a personal communications service ("PCS") business. The Company has contributed
an aggregate of approximately $58.9 million to the LLC (either directly or
through a loan to Northcoast) and holds a 49.9% interest in the LLC and certain
preferential distribution rights. Northcoast is a Delaware corporation
controlled by John Dolan. John Dolan is a nephew of Charles F. Dolan and cousin
of James Dolan.
Charles D. Ferris, a director and a nominee for director, is a partner in the
law firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. which provides
legal services to the Company and certain of its subsidiaries.
Vincent Tese, a director and a nominee for director, is a director of The Bear
Stearns Companies, Inc. Bear Stearns has performed investment banking services
for the Company.
Each of Daniel E. Somers and William R. Fitzgerald, each a director and a
nominee for director, is an officer of AT&T. AT&T holds approximately 28% of the
Company's common stock and has certain contractual rights under the Stockholders
Agreement, including rights of consultation concerning certain transactions
including transfers of stock by Class B stockholders and transfers of assets by
the Company. AT&T also owns, or holds ownership interests in, various companies
that transact business with the Company on a regular basis.
CONFLICTS OF INTEREST
Charles Dolan and certain other principal officers of the Company and various
affiliates of the Company are subject to certain conflicts of interest. These
conflicts include, but are not limited to, the following:
Business Opportunities. Charles Dolan may from time to time be presented with
business opportunities which would be suitable for the Company and affiliates of
the Company in which Mr. Dolan and his family have varying interests. Mr. Dolan
has agreed that he will own and operate cable television systems only through
the Company, except for cable television systems which the company elects not to
acquire under its right of first refusal. Mr. Dolan will offer to the Company
the opportunity to acquire or invest in any cable television system or franchise
therefor or interest therein that is offered or available to him or his family
interests. If a majority of the members of the Board of Directors, who are not
employees of the Company or any of its affiliates (the "Independent Directors")
rejects such offer, Mr. Dolan or such family interests may acquire or invest in
such cable television system or franchise therefor or interest therein
individually or with others on terms no more favorable to Mr. Dolan than those
offered to the Company. Mr. Dolan's interests in companies other than the
Company, may conflict with his interest in the Company.
Except for the limitations on the ownership and operation of cable television
systems as described above, Mr. Dolan is not subject to any contractual
limitations with respect to his other business activities and may engage in
programming and other businesses related to cable television. A significant
portion of Mr. Dolan's time may be spent, from time to time, in the management
of such affiliates. Mr. Dolan will devote as much of his time to the business of
the Company as is reasonably required to fulfill the duties of his office.
During 1999, substantially all of Mr. Dolan's professional time was devoted to
the business of the Company.
In the event that Charles Dolan or any Dolan family interest decides to offer
(other than to any Dolan family interest or an entity affiliated with Mr. Dolan)
for sale for his, her or its account any of his, her or its ownership interest
in any cable television system or franchise therefor, he, she or it will
(subject to the rights of third parties existing at such time) offer such
interest to the Company. Mr. Dolan or such Dolan family interest may elect to
require that, if the Company accepts such offer, up to one-half of the
consideration for such interest would consist of shares of Class B Common Stock,
which shares will be valued at the prevailing market price of the Class A Common
Stock and the remainder would consist of shares of Class A Common Stock and/or
cash. If a majority of the Independent Directors rejects such offer, Mr. Dolan
or such Dolan family interest may sell such interest to third parties on terms
no more favorable to such third parties than those offered to the Company.
The Company's by-laws provide that the Company shall make any investment in or
advance, other than any investment or advance that constitutes compensation for
services rendered to the Company, to Charles Dolan and affiliates of Charles
Dolan (as defined therein) only if such investment or advance is approved by a
Special Committee of the Board of Directors comprised of two non-employee
directors and, subject to the provisions of the AT&T Stockholders Agreement, two
directors nominated by AT&T.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized on the
28th day of April, 2000.
CABLEVISION SYSTEMS CORPORATION
CSC HOLDINGS, INC.
By: /s/ William J. Bell
...............................
Name: William J. Bell
Title: Vice Chairman
