-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KUQbVZ286R8xeAVGDEFB85bnADZsK+RCV5PLJ/hOkKfjAAtq55b08Rs47uO9+DiA Nwfk7BzkKb90mcRRs+wSgw== 0000950123-04-001786.txt : 20040213 0000950123-04-001786.hdr.sgml : 20040213 20040213165756 ACCESSION NUMBER: 0000950123-04-001786 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 GROUP MEMBERS: DEBORAH A DOLAN-SWEENEY GROUP MEMBERS: DOLAN FAMILY LLC GROUP MEMBERS: KATHLEEN M. DOLAN GROUP MEMBERS: PAUL J. DOLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CABLEVISION SYSTEMS CORP /NY CENTRAL INDEX KEY: 0001053112 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 112776686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53757 FILM NUMBER: 04600040 BUSINESS ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 BUSINESS PHONE: 5163806230 MAIL ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEBER MARIANNE DOLAN CENTRAL INDEX KEY: 0001098901 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 340 CROSSWAYS PARK DR CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5168039200 MAIL ADDRESS: STREET 1: C/O WILLIAM FREWIN JR STREET 2: 340 CORSSWAYS PARK DR CITY: WOODBURY STATE: NY ZIP: 11797 SC 13G/A 1 y94174sc13gza.txt AMENDMENT NO. 7 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Cablevision Systems Corporation ------------------------------------- (Name of Issuer) Cablevision NY Group Class A Common Stock, par value $.01 per share ------------------------------------------------------------------- (Title of Class of Securities) Cablevision NY Group Class A Common Stock: 12686C-10-9 ------------------------------------------------------------------ (CUSIP Number) December 31, 2003 ------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 14 1. NAME OF REPORTING PERSON Dolan Family LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 11-3519521 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 0 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 7,977,325 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,977,325 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5% 12. TYPE OF REPORTING PERSON OO
* Dolan Family LLC disclaims beneficial ownership of the 10,267,073 shares of Cablevision Class A Common Stock held by other Reporting Persons hereto and this report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 2 of 14 1. NAME OF REPORTING PERSON Kathleen M. Dolan, individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Kathleen Trust, and as Director of Dolan Children's Foundation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not Applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5. SOLE VOTING POWER 6,381 SHARES BENEFICIALLY 6. SHARED VOTING POWER 11,735,466 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON 8. SHARED DISPOSITIVE POWER 11,735,466 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,741,847 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% 12. TYPE OF REPORTING PERSON IN
* Kathleen M. Dolan disclaims beneficial ownership of the 11,735,466 shares of Cablevision Class A Common Stock held by the Trusts and Foundation listed above in Item 1 and the 6,502,551 shares of Cablevision Class A Common Stock held by other Reporting Persons hereto and this report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 3 of 14 1. NAME OF REPORTING PERSON Marianne Dolan Weber, individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Marianne Trust and as Director of Dolan Children's Foundation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not Applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5. SOLE VOTING POWER 6,381 SHARES BENEFICIALLY 6. SHARED VOTING POWER 11,679,108 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON 8. SHARED DISPOSITIVE POWER 11,679,108 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,685,489 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% 12. TYPE OF REPORTING PERSON IN
* Marianne Dolan Weber disclaims beneficial ownership of the 11,679,108 shares of Cablevision Class A Common Stock held by the Trusts and Foundation listed above in Item 1 and the 6,558,909 shares of Cablevision Class A Common Stock held by other Reporting Persons hereto and this report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 4 of 14 1. NAME OF REPORTING PERSON Deborah A. Dolan-Sweeney, individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Deborah Trust and as Director of Dolan Children's Foundation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not Applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5. SOLE VOTING POWER 6,381 SHARES BENEFICIALLY 6. SHARED VOTING POWER 11,847,737 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON 8. SHARED DISPOSITIVE POWER 11,847,737 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,854,118 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% 12. TYPE OF REPORTING PERSON IN
* Deborah A. Dolan-Sweeney disclaims beneficial ownership of the 11,735,466 shares of Cablevision Class A Common Stock held by the Trusts and Foundation listed above in Item 1, 112,271 shares of Cablevision Class A Common Stock held by her spouse and the 6,390,280 shares of Cablevision Class A Common Stock held by other Reporting Persons hereto and this report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 5 of 14 1. NAME OF REPORTING PERSON Paul J. Dolan, individually and as Trustee for CFD Trust #10, Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC James Trust and DC Kathleen Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not Applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5. SOLE VOTING POWER 630,547 SHARES BENEFICIALLY 6. SHARED VOTING POWER 11,932,811 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 630,547 REPORTING PERSON 8. SHARED DISPOSITIVE POWER 11,932,811 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,563,358 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% 12. TYPE OF REPORTING PERSON IN
* Paul J. Dolan disclaims beneficial ownership of the 12,543,493 shares of Cablevision Class A Common Stock held by the Trusts listed above in Item 1, 9,336 shares held by his children and the 5,681,040 shares of Cablevision Class A Common Stock held by other Reporting Persons hereto and this report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 6 of 14 CONTINUATION PAGES TO SCHEDULE 13G ITEM 1(a) NAME OF ISSUER: Cablevision Systems Corporation ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1111 Stewart Avenue Bethpage, New York 11714 ITEM 2(a) NAME OF PERSON FILING: This Statement is being filed by the persons (the "Reporting Persons") identified in the cover pages hereto, each of which is incorporated herein by reference. ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal place of business for each Reporting Person is: c/o William A. Frewin 340 Crossways Park Drive Woodbury, New York 11797 ITEM 2(c) CITIZENSHIP: Dolan Family LLC is a limited liability company formed in Delaware. Each other Reporting Person is a citizen of the U.S.A. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Cablevision NY Group Class A Common Stock, par value $.01 per share ("Cablevision Class A Common Stock") ITEM 2(e) CUSIP NUMBER: Cablevision Class A Common Stock: 12686C-10-9 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS: Not Applicable. Page 7 of 14 ITEM 4. OWNERSHIP (a) AMOUNT BENEFICIALLY OWNED The amount of shares beneficially owned by each Reporting Person is set forth in Item 9 of each of the cover pages hereto, each of which is incorporated herein by reference. (b) PERCENT OF CLASS: The percent of the class beneficially owned by each Reporting Person is set forth in Item 11 of each of the cover pages hereto, each of which is incorporated herein by reference. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: The number of shares as to which each Reporting Person has sole or shared voting power and sole or shared dispositive power is set forth in Items 5 through 8 of each of the cover pages hereto, each of which is incorporated herein by reference. 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 hereto. 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. See Exhibit B hereto. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. Page 8 of 14 ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 9 of 14 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 13, 2004 Dolan Family LLC By: Edward C. Atwood, as Manager By: * ---------------------------------------- Kathleen M. Dolan, individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Kathleen Trust, and as Director of Dolan Children's Foundation By: * ---------------------------------------- Marianne Dolan Weber, individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Marianne Trust, and as Director of Dolan Children's Foundation By: * ---------------------------------------- Deborah A. Dolan-Sweeney, individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Deborah Trust, and as Director of Dolan Children's Foundation By: * ---------------------------------------- Paul J. Dolan, individually and as Trustee for CFD Trust #10, Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC James Trust, and DC Kathleen Trust By: * ---------------------------------------- * By: /s/ William A. Frewin, Jr. ------------------------------ William A. Frewin, Jr. Attorney-in-Fact Page 10 of 14 Exhibit A Each of Kathleen Margaret Dolan, Marianne Dolan Weber, Deborah A. Dolan-Sweeney and Paul J. Dolan is currently a trustee (a "Trustee" and together, the "Trustees") for each of the trusts listed below (the "Trusts"), which as of December 31, 2003 beneficially own in the aggregate, either directly or indirectly through their membership interests in Dolan Family LLC, 8,063,925 shares of Cablevision Class B Common Stock, par value $.01 per share, of the Issuer (the "Cablevision Class B Common Stock"). Cablevision Class B Common Stock is convertible at the option of the holder thereof, share for share into Cablevision Class A Common Stock, par value $.01 per share, of the Issuer (the "Cablevision Class A Common Stock"). As a Trustee of the Trusts, each of the Trustees may be deemed to share the power to vote and dispose of all shares held by the Trusts and Dolan Family LLC. Under certain rules of the Securities and Exchange Commission, so long as the Trustees retain such powers, they may be deemed to have beneficial ownership thereof for purposes of Schedule 13G reporting. The Trustees expressly disclaim beneficial ownership of such shares and this report shall not be construed as an admission that such persons are the beneficial owners of such securities. The following table lists each Trust's name and the name of its beneficiary or description of its beneficiary class.
Name of Trust Beneficiary - ------------- ----------- Dolan Descendants Trust All descendants of Charles F. Dolan living at any time and from time to time. Dolan Progeny Trust All children of Charles F. Dolan living at any time and from time to time. Dolan Grandchildren Trust All children and grandchildren of Charles F. Dolan living at any time and from time to time. Dolan Spouse Trust All descendants of Charles F. Dolan living at any time and from time to time and their spouses.
Pursuant to the provisions of the agreements governing the Trusts, the economic interest in the shares of the Issuer owned by each Trust is held by such Trust's beneficiary class. For each Trust, distributions of income and principal can be made in the discretion of the non-beneficiary Trustee (in each case, Paul J. Dolan) to any one or more of the members of such Trust's beneficiary class. Each of Kathleen Margaret Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney (each a "Current Beneficiary") is a beneficiary of, respectively, the DC Kathleen Trust, the DC Marianne Trust and the DC Deborah Trust (together, the "DC Trusts"), which as of December 31, 2003 own in the aggregate 5,746,971 shares of Cablevision Class B Common Stock. For each of the DC Trusts, distributions of income and principal can be made in the discretion of the non-beneficiary trustee to the Current Beneficiary. The Current Beneficiary has the power during his or her life to appoint all or part of his or her DC Trust to or for the benefit of one or more of her descendants. The following table lists each DC Trust's name and the name of its beneficiary or description of its beneficiary class. Page 11 of 14
Name of Trust Beneficiary - ------------- ----------- DC Kathleen Trust Kathleen Margaret Dolan DC Marianne Trust Marianne Dolan Weber DC Deborah Trust Deborah A. Dolan-Sweeney
Beneficiaries of any DC Trust can be said to have only a contingent economic interest in the securities of the Issuer held by such DC Trust because the non-beneficiary trustee thereof has the sole discretion to distribute or accumulate the income from each DC Trust and the sole discretion to distribute the principal of each DC Trust to the beneficiary of such DC. Paul J. Dolan is also the non-beneficiary trustee of the DC James Trust and the DC Kathleen Trust, which as of December 31, 2003 own in the aggregate 3,868,886 shares of Cablevision Class B Common Stock. In addition, Paul J. Dolan is the sole trustee of the CFD Trust #10. As of December 31, 2003, the CFD Trust #10 owns 14,259 shares of Cablevision Class A Common Stock and 596,423 shares of Cablevision Class B Common Stock. Mr. Dolan does not have an economic interest in any such shares, but, as the Trustee of the Trust, does have the power to vote and dispose of such shares. Under certain rules of the Securities and Exchange Commission, so long as he retains such powers, he may be deemed to have beneficial ownership thereof for purposes of Schedule 13G reporting. Paul J. Dolan expressly disclaims beneficial ownership of such shares and this report shall not be construed as an admission that such person is the beneficial owner of such securities. Distributions of income and principal of CFD Trust #10 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 #10 to or for the benefit of one or more of her descendants. Upon the death of the Current Beneficiary, the CFD Trust #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 #10 will pass, in further trust, per stirpes to the Current Beneficiary's then living descendants, or if none, among the Current Beneficiary's heirs-at-law. The spouse of the Current Beneficiary, if he survives the Current Beneficiary, has a power during his life and upon his death to appoint all or part of any such continuing trusts to or for the benefit of one or more of the Current Beneficiary's descendants. The Dolan Family LLC has entered into a contractual arrangement with an unaffiliated third party whereby such third party has the right to receive distributions on certain shares of Cablevision Class B Common Stock held by the Dolan Family LLC. Such shares do not represent, in the aggregate, more than 5% of the Cablevision Class A Common Stock. Page 12 of 14 Exhibit B Identification of Members of the Group DOLAN FAMILY LLC KATHLEEN M. DOLAN, individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Kathleen Trust, and as Director of Dolan Children's Foundation MARIANNE DOLAN WEBER, individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Marianne Trust, and as Director of Dolan Children's Foundation DEBORAH A. DOLAN-SWEENEY, individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Deborah Trust, and as Director of Dolan Children's Foundation PAUL J. DOLAN, individually and as Trustee for CFD Trust #10, Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC James Trust and the DC Kathleen Trust Page 13 of 14 Exhibit C JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: February 13, 2004 Dolan Family LLC By: Edward C. Atwood, as Manager By: * ---------------------------------------- Kathleen M. Dolan, individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Kathleen Trust, and as Director of Dolan Children's Foundation By: * ---------------------------------------- Marianne Dolan Weber. individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Marianne Trust, and as Director of Dolan Children's Foundation By: * ---------------------------------------- Deborah A. Dolan Sweeney, individually and as Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC Deborah Trust, and as Director of Dolan Children's Foundation By: * ---------------------------------------- Paul J. Dolan, individually and as Trustee for CFD Trust #10, Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, DC James Trust, and DC Kathleen Trust By: * ---------------------------------------- * By: /s/ William A. Frewin, Jr. ------------------------------ William A. Frewin, Jr. Attorney-in-Fact Page 14 of 14 -----END PRIVACY-ENHANCED MESSAGE-----