<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
CABLEVISION SYSTEMS CORPORATION
(F/K/A CSC Parent Corporation)
(Name of Issuer)
Class A Common Stock, $.01 par value
------------------------------------
(Title of Class of Securities)
Class A Common Stock 12686C 10 9
------------------------------------
(CUSIP Number)
Stephen M. Brett, Esq., Executive Vice President and General Counsel,
Tele-Communications, Inc.
Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111 (303-267-5500)
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 4, 1998
-------------
(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.
The information required on 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 that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Exhibit Index is on Page 10
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Class A Common Stock CUSIP No. 12686C 10 9
________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
TELE-COMMUNICATIONS, INC.
84 - 1260157
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(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
Delaware
________________________________________________________________________________
(7) Sole Voting Power 12,495,643 Shares of Class A*
Number of
Shares Bene- __________________________________________________________
ficially (8) Shared Voting Power 0 Shares
Owned by
Each Report- __________________________________________________________
ing Person (9) Sole Dispositive Power 12,495,643 Shares of Class A*
with
__________________________________________________________
(10) Shared Dispositive Power 0 Shares
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,495,643 Shares of Class A
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[_]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)**
Class A Common Stock 47.5%
________________________________________________________________________________
(14) Type of Reporting Person
HC, CO
__________________
* Subject to the Stockholders Agreement. (See Item 6 hereof)
** Each share of the Issuer's Class B Common Stock is entitled to 10 votes per
share and each share of Class A Common Stock is entitled to one vote per share.
Holders of Class B Common Stock and Class A Common Stock vote together as a
single class, except for the election of directors. With respect to the election
of directors and subject to certain conditions, holders of Class A Common Stock
vote as a separate class and are entitled to elect 25% of the total number of
directors constituting the whole board. For all other issues, when the classes
of stock are aggregated, the Reporting Person may be deemed to beneficially own
voting equity securities of the Issuer representing approximately 9.1% of the
voting power of the Issuer. (See Items 1 and 5)
2
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. __)
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
CABLEVISION SYSTEMS CORPORATION
(F/K/A CSC Parent Corporation)
(Commission File No. 333-444547)
ITEM 1. Security and Issuer
-------------------
Tele-Communications, Inc., a Delaware corporation ("TCI"), is filing
this Statement on Schedule 13D (this "Statement") with respect to the Class A
Common Stock, par value $.01 per share (the "Class A Stock"), of Cablevision
Systems Corporation, a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are located at One Media Crossways, Woodbury, New
York 11797.
The Issuer has also Class B Common Stock, par value $.01 per share (the
"Class B Stock"), issued and outstanding. The holders of Class A Stock and Class
B Stock generally vote together as a single class with respect to all matters
voted on by the stockholders of the Issuer, except for the election of
directors. The holders of the Class B Stock is entitled to 10 votes per share
and the holders of the Class A Stock are entitled to one vote per share. With
respect to the election of directors and subject to certain conditions, holders
of Class A Common Stock vote as a separate class and are entitled to elect 25%
of the total number of directors constituting the whole board.
ITEM 2. Identity and Background
-----------------------
The reporting person is TCI, whose principal business address is 5619
DTC Parkway, Englewood, Colorado 80111.
TCI, through its subsidiaries and affiliates, is principally engaged in
the construction, acquisition, ownership, and operation of cable television
systems and the provision of satellite-delivered video entertainment,
information and home shopping programming services to various video distribution
media, principally cable television systems. TCI also has investments in cable
and telecommunications operations and television programming in certain
international markets as well as investments in companies and joint ventures
involved in developing and providing programming for new television and
telecommunications technologies. TCI is a Delaware corporation and was
incorporated in 1994. TCI Communications, Inc. ("TCIC"), a majority owned
subsidiary of TCI, and its predecessors have been engaged in the cable
television business since the early 1950's. Prior to August 1994, TCI was named
TCI/Liberty Holding Company and TCIC was named Tele-Communications, Inc.
Schedule 1 attached to this Statement contains the following
information concerning each director, executive officer or controlling person of
TCI: (i) name and residence or business address, (ii) principal occupation or
employment; and (iii) the name, principal business and address of any
corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated herein by reference.
3
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To the knowledge of TCI, each of the persons named on Schedule 1 (the
"Schedule 1 Persons") is a United States citizen. During the last five years,
neither TCI nor any of the Schedule 1 Persons (to the knowledge of TCI) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither TCI nor any of the Schedule
1 Persons (to the knowledge of TCI) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, is or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
TCI currently beneficially owns, through subsidiaries, a total of
12,495,643 shares of Class A Stock. At a Special Meeting of the stockholders of
CSC Holdings, Inc., f/k/a Cablevision Systems Corporation ("CSC"), held on
February 18, 1998, the stockholders of CSC approved and adopted a Contribution
and Merger Agreement, dated as of June 6, 1997, as amended and restated by the
Amended and Restated Contribution and Merger Agreement dated as of June 6, 1997
(the "Merger Agreement"), among CSC, TCIC, the Issuer, and CSC Merger
Corporation, a wholly owned subsidiary of the Issuer. Pursuant to the terms of
the Merger Agreement, effective March 4, 1998, CSC Merger Corporation merged
with and into CSC (the "Merger") and each outstanding share of Class A Common
Stock of CSC was converted into one share of the Class A Stock and each
outstanding share of Class B Common Stock of CSC was converted into one share of
the Class B Stock. As a result, CSC became a wholly owned subsidiary of the
Issuer. Simultaneously with the consummation of the Merger and pursuant to the
terms of the Merger Agreement, TCI transferred to the Issuer certain cable
television systems assets owned by TCI in exchange for 12,235,543 shares of
Class A Stock (the "Contribution"). In addition, a subsidiary of TCI held
260,100 shares of Class A Common Stock of CSC, which have been converted to
Class A Stock in the Merger. As a result of the Contribution and the Merger, TCI
became a greater than 5% beneficial owner of Class A Stock of the Issuer.
The foregoing summary of the Merger and the Contribution is qualified
in its entirety by reference to the complete terms, provisions and conditions
thereof set forth in the Prospectus of the Issuer and the Proxy Statement of CSC
filed on January 20, 1998 (the "Prospectuses/Proxy Statement"), by such parties
as part of a Registration Statement on Form S-4 (No. 333-444547). Said
Registration Statement and Prospectuses/Proxy Statement are incorporated herein
by reference and are so filed herewith as Exhibit 7(A) to this Statement.
ITEM 4. Purpose of Transaction
----------------------
TCI currently holds its interest in the Issuer for investment purposes.
Neither TCI nor, to the best of its knowledge, any of its executive officers,
directors or controlling persons, have any present plans or proposals which
relate to or would result in: (i) any acquisition by any person of additional
securities of the Issuer, or any disposition of securities of the Issuer; (ii)
any extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) any sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi) any
other material change in the Issuer's business or corporate structure; (vii) any
changes in the Issuer's charter, by-laws, or other instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (viii) any delisting from a national securities exchange
or any loss of authorization for quotation in an inter-dealer quotation system
of a registered national securities association of a class of securities of the
Issuer; (ix) any termination of registration pursuant to section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, of a class of equity securities of
the Issuer; or (x) any action similar to any of those enumerated above.
4
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Notwithstanding the foregoing, TCI may determine to change its
investment intent with respect to the Issuer at any time in the future. In
reaching any conclusion as to its future course of action, TCI will take into
consideration various factors, such as the Issuer's business and prospects,
other developments concerning the Issuer, other business opportunities available
to TCI, developments with respect to the business of TCI, and general economic
and stock market conditions, including, but not limited to, the market price of
the Class A Stock of the Issuer. TCI reserves the right, depending on other
relevant factors and subject to the terms and restrictions of the Stockholders
Agreement described in Item 6 below, to acquire additional shares of the Class A
Stock of the Issuer in open market or privately negotiated transactions, to
dispose of all or a portion of its holdings of shares of the Class A Stock of
the Issuer or to change its intention with respect to any or all of the matters
referred to in this Item.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) TCI presently beneficially owns, through subsidiaries, 12,495,643
shares of the Class A Stock. The 12,495,643 shares of Class A Stock beneficially
owned by TCI represent 47.5% of the 26,325,729 shares of Class A Stock
outstanding on March 2, 1998, as certified by the Issuer in connection with the
closing on the Merger Agreement and adjusted for 52,000 shares issued in
connection with a separate partnership contribution transaction consummated
simultaneously with the Merger and the shares issued to TCI in connection with
the Contribution. In addition, the Issuer has 11,096,709 shares of Class B Stock
outstanding on March 2, 1998, as certified by the Issuer in connection with the
closing on the Merger Agreement.
With respect to matters presented for a vote of the holders of Class A
Stock and Class B Stock (other than for the election of directors), TCI
beneficially owns voting equity securities representing 9.1% of the voting power
therefor. With respect to the election of directors, the holders of Class A
Stock vote as a separate class and are entitled to elect 25% of the total number
of directors constituting the whole board.
Robert R. Bennett, an Executive Vice President of TCI, owns 1,000
shares of Class A Stock, which represent less than 1% of the 26,325,729 shares
of Class A Stock outstanding on March 2, 1998. Other than Mr. Bennett, none of
the Schedule 1 Persons have any interest in any securities of the Issuer.
(b) TCI's power to vote or to direct the voting of the shares of the
Class A Stock that TCI beneficially owns and its power to dispose of, or to
direct the disposition of, such shares of Class A Stock are subject to the
Stockholders Agreement described in Item 6 below.
To the knowledge of TCI, Mr. Bennett has the sole power to vote, or to
direct the voting of the shares of, the Class A Stock beneficially owned by him.
To the knowledge of TCI, Mr. Bennett has the sole power to dispose of, or to
direct the disposition of, the shares of Class A Stock beneficially owned by
him.
(c) Except for the securities of the Issuer converted, issued or
granted in connection with the Merger or the Contribution, neither TCI nor, to
the knowledge of TCI, any of the persons named on Schedule 1, has executed
transactions in the Class A Stock of the Issuer during the past sixty (60) days.
(d) There is no person that has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Class A Stock owned by TCI.
To the knowledge of TCI, there is no person that has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Class A Stock owned by Mr. Bennett.
(e) Not applicable.
5
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
---------------------------
Pursuant to the terms of the Merger Agreement, TCI contributed certain
cable television systems assets to the Issuer in exchange for 12,235,543 shares
of Class A Stock. The description of the Contribution and the securities
received by TCI in connection therewith contained herein is qualified in its
entirety by reference to the text of the Merger Agreement. The Merger Agreement
is incorporated herein by reference and is attached to this Statement as Exhibit
7(B).
In connection with the Contribution, TCI, the Issuer and certain other
parties who beneficially own Class B Stock (the "Class B Parties"), entered into
a Stockholders Agreement dated as of March 4, 1998 (the "Stockholders
Agreement"). The description of the Stockholders Agreement is qualified in its
entirety by reference to the Stockholders Agreement attached to this Statement
as Exhibit 7(C) and incorporated herein by reference. The Stockholders Agreement
provides for, among other things, the following: (a) limitations on TCI's
ability to acquire additional shares of Class A Stock if following such
acquisition TCI would beneficially own 10% more of the Class A Stock in excess
of what it received in the Contribution; (b) limitations on TCI's ability to
transfer its shares of Class A Stock to any person who after such transfer would
own 10% or more of the outstanding shares of Class A Stock or 5% of more of all
outstanding shares of the Issuer's Common Stock, except for certain transfers
(such as to certain subsidiaries of TCI or to a single party that has agreed to
become a party to the Stockholders Agreement); (c) consultation rights for the
parties to the Stockholders Agreement on a sale of the Issuer or a sale of
significant assets of the Issuer and on certain sales of the Issuer's Common
Stock owned by TCI or by the Class B Parties; (d) certain tag-along rights of
TCI and drag-along rights of the Class B Parties upon certain sales of the
Issuer's Common Stock by the Class B Parties; (v) preemptive rights in favor of
TCI, with certain limited exceptions; (f) TCI's right to designate two directors
for election to the Issuer's Board; (g) the TCI directors to be members of a
committee to approve certain transactions with the Class B Parties with such
directors having veto rights over such transactions; (h) TCI's agreement to vote
its shares of Class A Stock in proportion with the public holders of the Class A
Stock for the election of 25% of the directors of the Issuer and any increase in
authorized shares; (i) Issuer's agreement not to effect acquisition transactions
that would cause its debt to cash flow ratio to exceed certain specified ratios;
and (j) certain registration rights in favor of TCI for its shares of Class A
Stock.
Except as described above and in Items 3 and 7 hereof, there are no
other contracts, arrangements, understandings or relationships among TCI and
other persons with respect to the Class A Stock of the Issuer.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
(A) Registration Statement on Form S-4, filed by the Issuer and CSC on
January 20, 1998, and thereafter ordered effective January 20, 1998, under
Commission File No. 333-444547, which is hereby incorporated by this reference.
(B) Contribution and Merger Agreement, dated as of June 6, 1997, as
amended and restated by the Amended and Restated Contribution and Merger
Agreement dated as of June 6, 1997, among CSC, TCIC, the Issuer, and CSC Merger
Corporation filed January 20, 1998, as Appendix A to the Prospectuses/Proxy
Statement contained in said Registration Statement, under Commission File No.
333-444547, which is hereby incorporated by this reference.
(C) Stockholders Agreement, dated as of March 4,1998, among TCI, the
Issuer and certain beneficial owners of the Class B Stock filed as an Exhibit to
TCI's Current Report on Form 8-K dated March 6, 1998, under Commission File No.
0-20421, which is hereby incorporated by this reference.
6
<PAGE>
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.
March 9, 1998 TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
----------------------------
Stephen M. Brett
Executive Vice President and
General Counsel
7
<PAGE>
SCHEDULE 1
----------
Directors, Executive Officers and Controlling Persons
of
Tele-Communications, Inc. ("TCI")
<TABLE>
<CAPTION>
DIRECTORS
---------
Principal Occupation & Principal Business or Organization in
Name Business Address Which such Employment Is Conducted
- ---- ---------------------- -------------------------------------
<S> <C> <C>
Donne F. Fisher Consultant & Director of TCI; Business Cable television & telecommunications
Executive & programming services
5619 DTC Parkway
Englewood, CO 80111
John W. Gallivan Director of TCI; Former Chairman of the Newspaper publishing
Board of Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Paul A. Gould Director of TCI, an Executive Vice President Investment banking services
and a Managing Director of
Allen & Company Incorporated
711 5th Avenue
New York, New York 10022
Leo J. Hindery, Jr. President, Chief Operating Officer and Cable television & telecommunications
Director of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Jerome H. Kern Director of TCI; Business Consultant; Special Business Consulting; Law
Counsel to Baker & Botts, L.L.P.
5619 DTC Parkway
Englewood, CO 80111
Kim Magness Director of TCI; Business Executive Management of various business
4000 E. Belleview enterprises
Englewood, CO 80111
John C. Malone Chairman of the Board, Chief Executive Officer Cable television & telecommunications
& Director of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Robert A. Naify Director of TCI; President & Chief Executive Provider of services to the motion
Officer of Todd-AO Corporation picture industry
172 Golden Gate Avenue
San Francisco, CA 94102
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation & Principal Business or Organization in
Name Business Address Which such Employment Is Conducted
- ---- ---------------------- -------------------------------------
<S> <C> <C>
J C Sparkman Consultant & Director of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
EXECUTIVE OFFICERS
------------------
Robert R. Bennett Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Gary K. Bracken Executive Vice President & Controller Cable television & telecommunications
of TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Stephen M. Brett Executive Vice President, Secretary Cable television & telecommunications
& General Counsel of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
William R. Fitzgerald Exective Vice President of Cable television & telecommunications
TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Gary S. Howard Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Marvin L. Jones Director, Executive Vice President & Chief Cable television & telecommunications
Operating Officer of TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Ann M. Koets Executive Vice President of Cable television & telecommunications
TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Larry E. Romrell Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Bernard W. Schotters, II Senior Vice President & Treasurer of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
</TABLE>
9
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EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT PAGE
NUMBER
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
7(A) Registration Statement on Form S-4, filed by the Issuer and CSC on January --
20, 1998, and thereafter ordered effective January 20, 1998, under
Commission File No. 333-444547, which is hereby incorporated by this
reference.
7(B) Contribution and Merger Agreement, dated as of June 6, 1997, as amended and --
restated by the Amended and Restated Contribution and Merger Agreement
dated as of June 6, 1997, among CSC, TCIC, the Issuer, and CSC Merger
Corporation filed January 20, 1998, as Appendix A to the Prospectuses/Proxy
Statement contained in said Registration Statement, under Commission File
No. 333-444547, which is hereby incorporated by this reference.
7(C) Stockholders Agreement, dated as of March 4,1998, among TCI, the Issuer and --
certain beneficial owners of the Class B Stock filed as an Exhibit to TCI'S
Current Report on Form 8-K dated March 6, 1998, under Commission File No.
0-20421, which is hereby incorporated by this reference.
</TABLE>
10
