-----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, JtJyMdWtHZI8YE/L2bj6VffTw4P9hvo22GtfHL6ltikiUEf9idIFIUtxGWQlFnBJ 7muajySt/wC080i5GjArHQ== 0000950123-04-004439.txt : 20040409 0000950123-04-004439.hdr.sgml : 20040409 20040409060333 ACCESSION NUMBER: 0000950123-04-004439 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20040409 GROUP MEMBERS: DEBORAH A DOLAN SWEENEY GROUP MEMBERS: DOLAN FAMILY LLC GROUP MEMBERS: HELEN A DOLAN GROUP MEMBERS: JAMES L DOLAN GROUP MEMBERS: JOHN A MACPHERSON GROUP MEMBERS: KATHLEEN M DOLAN GROUP MEMBERS: LAWRENCE J DOLAN GROUP MEMBERS: MARIANNE DOLAN WEBER GROUP MEMBERS: MARY S DOLAN GROUP MEMBERS: MATTHEW J DOLAN GROUP MEMBERS: PATRICK F DOLAN GROUP MEMBERS: PAUL J DOLAN GROUP MEMBERS: THOMAS C DOLAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOLAN CHARLES F CENTRAL INDEX KEY: 0000935761 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CABLEVISION SYSTEMS CORP STREET 2: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5163648450 MAIL ADDRESS: STREET 1: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53757 FILM NUMBER: 04726123 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 SC 13D/A 1 y94884a1sc13dza.txt AMENDMENT #1 TO SCHEUDLE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) 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) April 7, 2004 ---------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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 purposes 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). Page 1 of 19 1. NAME OF REPORTING PERSON Charles F. Dolan I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 30,760,323 SHARES BENEFICIALLY 8. SHARED VOTING POWER 7,160,643 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 30,760,323 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 7,160,643 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,920,966 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.8% 14. TYPE OF REPORTING PERSON IN
*Excludes 30,777,643 shares of Cablevision NY Group Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), issuable upon conversion of an equal number of shares of Cablevision NY Group Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), held by other Reporting Persons hereto as to which Charles F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 2 of 19 1. NAME OF REPORTING PERSON Helen A. Dolan, individually and as a Trustee of the Charles F. Dolan 2001 Family 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) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00- See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 37,920,966 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 37,920,966 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,920,966 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.8% 14. TYPE OF REPORTING PERSON IN
*Excludes 30,777,643 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Helen A. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 3 of 19 1. NAME OF REPORTING PERSON James L. Dolan, individually and as a Trustee of the D.C. James Trust, and as Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust and the Ryan Dolan 1989 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) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 1,111,419 SHARES BENEFICIALLY 8. SHARED VOTING POWER 1,957,829 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 1,111,419 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,957,829 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,069,248 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% 14. TYPE OF REPORTING PERSON IN
*Excludes 65,097,913 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 4 of 19 1. NAME OF REPORTING PERSON Thomas C. Dolan, individually and as a Trustee of the D.C. Thomas 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) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 186,754 SHARES BENEFICIALLY 8. SHARED VOTING POWER 1,934,443 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 186,754 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,934,443 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,121,197 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% 14. TYPE OF REPORTING PERSON IN
*Excludes 65,279,794 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 5 of 19 1. NAME OF REPORTING PERSON Patrick F. Dolan, individually and as a Trustee of the D.C. Patrick Trust and as Trustee of the Tara Dolan 1989 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) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 166,540 SHARES BENEFICIALLY 8. SHARED VOTING POWER 1,878,085 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 166,540 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,878,085 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,044,625 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% 14. TYPE OF REPORTING PERSON IN
*Excludes 65,275,525 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Patrick F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 6 of 19 1. NAME OF REPORTING PERSON Kathleen M. Dolan, individually and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, and the D.C. 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) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 6,381 SHARES BENEFICIALLY 8. SHARED VOTING POWER 9,998,368 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 9,998,368 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,004,749 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% 14. TYPE OF REPORTING PERSON IN
*Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children's Foundation as to which the Reporting Person serves as a director and the 57,215,869 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 7 of 19 1. NAME OF REPORTING PERSON Marianne Dolan Weber, individually and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, and the D.C. Marianne 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) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 6,381 SHARES BENEFICIALLY 8. SHARED VOTING POWER 9,942,010 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 9,942,010 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,948,391 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% 14. TYPE OF REPORTING PERSON IN
*Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children's Foundation as to which the Reporting Person serves as a director and the 57,272,227 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 8 of 19 1. NAME OF REPORTING PERSON Deborah A. Dolan-Sweeney, individually and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, and the D.C. Deborah 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) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 6,381 SHARES BENEFICIALLY 8. SHARED VOTING POWER 10,083,822 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 6,381 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 10,083,822 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,090,203 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% 14. TYPE OF REPORTING PERSON IN
*Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children's Foundation as to which the Reporting Person serves as a director and the 57,215,869 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 9 of 19 1. NAME OF REPORTING PERSON Lawrence J. Dolan, as a Trustee of the Charles F. Dolan 2001 Family 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) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 5,945,196 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 5,945,196 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,945,196 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14. TYPE OF REPORTING PERSON IN
*Excludes 61,269,041 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Lawrence J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 10 of 19 1. NAME OF REPORTING PERSON Paul J. Dolan, as a Trustee of Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, the D.C. Kathleen Trust, and the D.C. James Trust, and as Trustee of the CFD Trust #10 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 620,018 SHARES BENEFICIALLY 8. SHARED VOTING POWER 11,943,340 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 620,018 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 11,943,340 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,563,358 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 14. TYPE OF REPORTING PERSON IN
*Excludes the 54,685,003 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Paul J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 11 of 19 1. NAME OF REPORTING PERSON Matthew J. Dolan, as a Trustee of the D.C. Marianne Trust and the D.C. Thomas 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) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 3,812,978 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 3,812,978 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,812,978 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14. TYPE OF REPORTING PERSON IN
*Excludes 63,401,709 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Matthew J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 12 of 19 1. NAME OF REPORTING PERSON Mary S. Dolan, as a Trustee of the D.C. Deborah Trust and the D.C. Patrick 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) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 3,832,465 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 3,832,465 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,832,465 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14. TYPE OF REPORTING PERSON IN
*Excludes 63,401,709 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Mary S. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 13 of 19 1. NAME OF REPORTING PERSON John A. MacPherson, as Trustee of the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 10,406,531 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 10,406,531 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,406,531 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14. TYPE OF REPORTING PERSON IN
*Excludes 56,833,392 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which John A. MacPherson disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 14 of 19 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) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 7,977,325 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,977,325 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% 14. TYPE OF REPORTING PERSON OO
*Excludes 59,236,912 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons as to which the Reporting Person disclaims beneficial ownership. Page 15 of 19 Amendment No. 1 to Schedule 13D The Schedule 13D (the "Schedule") filed jointly by the individuals (in their individual capacity and/or as trustee or co-trustee of the trusts listed on the signature pages hereto) and the entity listed on the signature pages hereto (the "Group Members") on March 19, 2004 is hereby amended and supplemented as set forth below in this Amendment No. 1 to the Schedule. Capitalized terms used below and not otherwise defined herein shall have the meaning set forth in the Schedule. ITEM 4 PURPOSE OF TRANSACTION The disclosure in the eighth paragraph of Item 4 is hereby amended and restated to read in its entirety as follows: "In order to increase their liquidity, each of Charles F. Dolan, four of the six sub-trusts of the 2001 Trust and CFD Trust #10 (the "Plan Sellers") currently plan to sell shares of Class A Common Stock over a period of approximately 12 to 18 months beginning in May 2004 pursuant to separate 10b5-1 sales plans (each, a "Sales Plan" and together, the "Sales Plans") entered into on April 7, 2004. The Sales Plan entered into by Charles F. Dolan provides for the sale of 844,000 shares of Class A Common Stock; the Sales Plan entered into by the sub-trust for the benefit of Deborah A. Dolan-Sweeney provides for the sale of 720,000 shares of Class A Common Stock; the Sales Plan entered into by the sub-trust for the benefit of Patrick F. Dolan provides for the sale of 328,000 shares of Class A Common Stock; the Sales Plan entered into by the sub-trust for the benefit of Kathleen M. Dolan provides for the sale of 300,000 shares of Class A Common Stock; the Sales Plan entered into by the sub-trust for the benefit of Marianne Dolan Weber provides for the sale of 48,000 shares of Class A Common Stock; and the Sales Plan entered into by CFD Trust #10 provides for the sale of 160,000 shares of Class A Common Stock. The Class A Common Stock to be sold pursuant to the Sales Plans will be issued on conversion of Class B Common Stock currently held by the Plan Sellers. The Sales Plans entered into by Charles F. Dolan, CFD Trust #10 and the 2001 sub-trust for the benefit of Kathleen M. Dolan provide for the sale of the shares of the stock received in connection with the Rainbow Spin-off in respect of the shares of stock covered by such Sales Plans at the time of the Rainbow Spin-off. The Sales Plans entered into by the 2001 sub-trust for the benefit of Patrick F. Dolan and the 2001 sub-trust for the benefit of Deborah A. Dolan-Sweeney provide for a proportional increase in the number of shares of Class A Common Stock sold following the Rainbow Spin-off to maintain the target cash flow in light of any decrease in price of the Class A Common Stock as a result of the Rainbow Spin-off. All sales pursuant to each of the Sales Plans will be subject to the minimum price and other terms and conditions set forth in such Sales Plan. The Sales Plans have been filed as exhibits to this Schedule 13D and the foregoing description of the Sales Plans is qualified in its entirety by reference to the Sales Plans. Charles F. Dolan also currently plans within the next month or so to make charitable gifts of shares of Class A Common Stock (issuable upon conversion of Class B Common Stock) having an aggregate value of approximately $4,300,000." ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The disclosure in Item 6 is hereby amended and supplemented by adding the following: Page 16 of 19 "As described in Item 4, on April 7, 2004 each of Charles F. Dolan, four of the sub-trusts of the 2001 Trust and CFD Trust #10 entered into separate Sales Plans to sell shares of Class A Common Stock to be issued upon the conversion of Class B Common Stock." ITEM 7 MATERIAL TO BE FILED AS EXHIBITS The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order: Exhibit 9: Sales Plan, dated April 7, 2004, between Charles F. Dolan and Bear, Stearns & Co. Inc. Exhibit 10: Sales Plan, dated April 7, 2004, between 2001 Trust, fbo Deborah A. Dolan-Sweeney and Bear, Stearns & Co. Inc. Exhibit 11: Sales Plan, dated April 7, 2004, between 2001 Trust, fbo Patrick F. Dolan and Bear, Stearns & Co. Inc. Exhibit 12: Sales Plan, dated April 7, 2004, between 2001 Trust, fbo Kathleen M. Dolan and Bear, Stearns & Co. Inc. Exhibit 13: Sales Plan, dated April 7, 2004, between 2001 Trust, fbo Marianne Dolan Weber and Bear, Stearns & Co. Inc. Exhibit 14: Sales Plan, dated April 7, 2004, between CFD Trust #10 and Bear, Stearns & Co. Inc. Page 17 of 19 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: April 8, 2004 CHARLES F. DOLAN By: * -------------------------------------------- HELEN A. DOLAN, individually and as a Trustee of the Charles F. Dolan 2001 Family Trust By: * -------------------------------------------- JAMES L. DOLAN, individually and as a Trustee of the D.C. James Trust, the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust and the Ryan Dolan 1989 Trust By: /s/ James L. Dolan -------------------------------------------- THOMAS C. DOLAN, individually and as a Trustee of the D.C. Thomas Trust By: /s/ Thomas C. Dolan ------------------------------------------- PATRICK F. DOLAN, individually and as a Trustee of the D.C. Patrick Trust and the Tara Dolan 1989 Trust By: * ------------------------------------------- KATHLEEN M. DOLAN, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, and the D.C. Kathleen Trust By: * -------------------------------------------- MARIANNE DOLAN WEBER, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, and the D.C. Marianne Trust By: * -------------------------------------------- DEBORAH A. DOLAN-SWEENEY, individually and as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, and the D.C. Deborah Trust By: * -------------------------------------------- Page 18 of 19 LAWRENCE J. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust By: * -------------------------------------------- PAUL J. DOLAN, as a Trustee for Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse Trust, the D.C. Kathleen Trust, and the D.C. James Trust, and as Trustee of the CFD Trust #10 By: * -------------------------------------------- MATTHEW J. DOLAN, as a Trustee of the D.C. Marianne Trust and the D.C. Thomas Trust By: * -------------------------------------------- MARY S. DOLAN, as a Trustee of the D.C. Deborah Trust and the D.C. Patrick Trust By: * -------------------------------------------- JOHN A. MACPHERSON, as Trustee of the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 By: * -------------------------------------------- DOLAN FAMILY LLC By: * -------------------------------------------- * By: /s/ William A. Frewin, Jr. ----------------------------- As Attorney-in-Fact Page 19 of 19 EX-99.9 3 y94884a1exv99w9.txt SALES PLAN: CHARLES F. DOLAN Exhibit 9 FINAL SALES PLAN Sales Plan dated April 7, 2004 (this "Sales Plan") between Charles F. Dolan ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns"), acting as agent. A. RECITALS 1. This Sales Plan is entered into between Seller and Bear Stearns as the Seller's adoption of a written plan for trading securities that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller's holdings of the Class A common stock, $0.01 par value per share of Cablevision Systems Corporation (the "Stock" and the "Issuer" as the case may be), consisting of Stock that Seller acquired as set forth in Section B.10 below. This Sales Plan may also include shares of Spinco Stock, as that term is defined in Section C.3.(d) herein, that may be issued, to the Seller during the duration of this Sales Plan. B. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS 1. As of the date on which Seller executed this Sales Plan, Seller was not aware of any material nonpublic information concerning the Issuer or its securities or of Rainbow Spinco, as defined in Section C.3.(d) herein. Seller entered into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. 2. The securities to be sold under this Sales Plan are owned free and clear or will be held free and clear by Seller upon Issuance and/or conversion and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the "Securities Act"). Bear Stearns acknowledges that the Stock to be sold under this Sales Plan will be acquired by the Seller upon conversion of shares of Class B common stock of Issuer currently owned by Seller and that the Spinco Stock contemplated by the Sales Plan may be issued to Seller during the duration of this Sales Plan as outlined herein. 3. Seller agrees to provide Bear Stearns with a certificate dated as of the date hereof and signed by the Issuer substantially in the form of Exhibit A 1 hereto prior to commencement of sales of Stock or Spinco Stock pursuant to this Sales Plan. 4. Seller agrees to complete, execute and deliver to Bear Stearns a seller's representation letter dated as of the date hereof substantially in the form of Exhibit B hereto prior to the commencement of sales of Stock or Spinco Stock pursuant to this Sales Plan. 5. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller. 6. Seller agrees that until this Sales Plan has been terminated he shall, upon written request from Bear Stearns delivered to Seller from time to time, provide such information as is reasonably requested to confirm that sales under the Sales Plan are in compliance with Rule 144 or Rule 145. 7. Seller agrees that he shall not, directly or indirectly, communicate any information relating to the Stock, Issuer, or the Rainbow Spinco to any employee of Bear Stearns or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while the Sales Plan is in effect. 8. (a) Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller. Bear Stearns shall, pursuant to Section G.5., notify Seller by facsimile, e-mail or telephone of any sales of Stock or Spinco Stock made pursuant to this Sales Plan no later than the next business day. (b) Seller agrees that he shall in connection with the performance of this Sales Plan comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (c) Seller acknowledges that Seller is deemed an insider (generally classified as an officer, director or 10% shareholder) of the Issuer. 9. (a) Seller represents and warrants that Seller acquired the Class B common stock of the Issuer over two years ago and that such shares are currently convertible into Class A common stock. Seller further represents and warrants that the Class A common stock to be sold pursuant to this Sales Plan may be sold in compliance with Rule 144 upon conversion. Furthermore, Seller represents and warrants that the shares of Spinco Stock contemplated by this Sales Plan may be sold under Rule 144 upon issuance. 2 (b) Seller agrees not to take, and agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock or Spinco Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144. (c) Bear Stearns agrees to file Forms 144 for the sales to be effected under this Sales Plan at such times as Seller may be required or permitted by applicable law.(1) (d) Bear Stearns agrees to conduct all sales pursuant to this Sales Plan in accordance with whatever provisions of Rule 144 or Rule 145 are applicable, including, but not limited to, the manner of sale requirement of Rule 144 of the Securities Act, and in no event shall Bear Stearns effect any sale if such sale would exceed the then-applicable volume limitation under Rule 144, assuming that, unless Bear Stearns shall be notified otherwise by Seller or the Issuer, in a timely manner, the sales to be made by Bear Stearns under this Sales Plan (together with Sales made under the Sales Plans, dated as of the date hereof, between each of CFD Trust #10, Charles F. Dolan 2001 Family Trust fbo Deborah A. Dolan-Sweeney, Charles F. Dolan 2001 Family Trust fbo Patrick F. Dolan, Charles F. Dolan 2001 Family Trust fbo Kathleen M. Dolan and Charles F. Dolan 2001 Family Trust fbo Marianne Dolan Weber (the "Other Sellers") and Bear Stearns (the "Aggregated Sales Plans") are the only sales subject to such limitation. Bear Stearns agrees that not more than an aggregate of 250,000 shares of Stock, which may be adjusted as provided in Section C.3.d herein (and in the Aggregated Sales Plans) and, for sales after the Rainbow Spinoff, increased by the amount that the Monthly Sale Amount will be increased as set forth in Section C.3.d. herein and in the Aggregated Sales Plans, may be sold pursuant to this Sales Plan and the Aggregated Sales Plans during any 30 day period. Seller hereby understands and agrees that Bear Stearns shall not be liable for any failure by the Seller or Issuer to timely inform Bear Stearns of any sales by the Seller or by any individuals or entities that Seller must aggregate with if Bear Stearns fails to receive such information prior to executing sales under this Plan. 10. Seller shall maintain in its account at Bear Stearns a sufficient number of shares to cover all sales contemplated by this Sales Plan together with stock powers and other necessary transfer documentation. Upon the request of ________________ (1) The Seller's representation on the Forms 144 regarding Seller's knowledge of material information regarding the Issuer may be made as of the date the Sales Plan is adopted. The "Remarks" section of each Form 144 should state that the sale is being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c) and indicate the later of the date the Sales Plan was adopted or was most recently amended and that the representation is made as of such date. 3 Bear Stearns, Seller shall provide Bear Stearns with additional Forms 144 and other documentation necessary to carry out sales of Stock and Spinco stock under this Sales Plan. C. IMPLEMENTATION OF THE PLAN 1. Seller hereby appoints Bear Stearns to sell shares of Stock pursuant to the terms and conditions set forth below and on Schedule A hereto. Subject to such terms and conditions, Bear Stearns hereby accepts such appointment. 2. Bear Stearns is authorized to begin selling Stock and Spinco Stock pursuant to this Sales Plan commencing on May 1, 2004 and ending on the earliest of October 31, 2005, or two business days after receipt of notice of death of Seller or of the commencement of any proceedings in respect of or triggered by the Seller's bankruptcy or insolvency, or the date on which the maximum number of shares of Stock and Spinco Stock, authorized to be sold under this Sales Plan, as set forth on Schedule A, have been sold. 3. (a) Subject to the terms and conditions of this Sales Plan, commencing on May 1, 2004, Bear Stearns may sell with time, price and amount discretion by Alan C. Greenberg, Jeffrey Mehl or another successor registered representative designated by Bear Stearns, a total of 844,000 shares of Stock (the "Sale Amount"). Subject to the terms and conditions of this Sales Plan, Bear Stearns shall sell the number of shares of Stock during each calendar month (each, a "Sale Month") as set forth on Schedule A (the "Monthly Sale Amount"). For any sales pursuant to this Sales Plan prior to the Rainbow Spinoff (as defined below ), the Monthly Sale Amount may be sold on any day that the principal market in which the Stock trades is open (each such day a "Sale Day"), at a gross price before deduction of commissions or mark-down of at least $25.00 per share ("Minimum Sale Price"). For sales made pursuant to this Sales Plan after the Rainbow Spinoff, the Monthly Sale Amount may be sold on any Sale Day at a gross price before deduction of commissions or mark-down equal to at least the Aggregate Minimum Sale Price (as defined in Section C.3.d). Any of the Monthly Sale Amount either before or after the Rainbow Spinoff, not sold during a Sale Month shall be rolled over and sold on the next Sale Day that such shares of Stock or Spinco Stock may be sold in compliance with this Sales Plan, at the then applicable Sales Price. Bear Stearns recognizes that the Seller does not want to file an inordinate number of Form 4's during any month and shall consider this desire as one factor 4 among many in the course of exercising time, price and amount discretion over the sales. (b) Subject to the Minimum Sale Price and the other applicable provisions of this Sales Plan, Bear Stearns shall sell the Sale Amount on each Sale Day during the applicable month under ordinary principles of best execution. (c) The Seller agrees to pay Bear Stearns the commission set forth in the letter from Bear Stearns to the Seller and the Other Sellers (the "Fee Letter"). Bear Stearns will deduct its commission, the standard Securities and Exchange Commission fee, and any regulatory or transfer taxes from the proceeds of any sale of Stock and Spinco Stock under this Sales Plan. (d) The Monthly Sale Amount and any other applicable provisions of the Sales Plan shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any similar transaction with respect to the Issuer's stock or Spinco Stock that occurs during the Sales Plan. In October 2003, the Issuer announced that its board of directors had approved an amended plan to spin-off the Issuer's recently launched satellite service, Rainbow DBS and three of Rainbow Media's national entertainment services - AMC, the Independent Film Channel and WE: Women's Entertainment - their subsidiaries, and certain other Rainbow businesses (the "Rainbow Spinoff") which, if completed will result in the formation of a new entity, referred to herein as "Rainbow Spinco." In the event the Rainbow Spinoff is completed, this Sales Plan shall be adjusted to cover the number of shares of stock of Rainbow Spinco (the "Spinco Stock") received by Seller in respect of the Stock subject to the Sales Plan at the time of the Rainbow Spinoff. Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, the Minimum Sale Price, as defined above, shall be adjusted such that the aggregate gross sale prices before the deduction of commissions or markdowns of one share of Stock plus the number of shares of Spinco Stock received by Seller in respect of one share of Stock in the Rainbow Spinoff shall equal the Minimum Sale Price per share of Stock immediately prior to the Rainbow Spinoff (such adjusted Minimum Sale Price, the "Aggregate Minimum Sale Price"). Sales under the Aggregate Minimum Sales Price shall not take place until the first full Spinco Stock trading day has been completed (9:30 a.m. EST through 4:00 p.m. EST). NOTE: Please see Annex A for an example of the calculation for adjusting the Minimum Sale Price in accordance with this section. Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, no shares of Stock of the Issuer may be sold pursuant to this Sales Plan unless the number of shares of Spinco Stock received in respect of such shares are sold on 5 the same day and no shares of Rainbow Spinco may be sold pursuant to the Sales Plan unless the number of shares of Issuer Stock in respect of which such shares of Rainbow Spinco were received are sold on the same day. Notwithstanding anything to the contrary herein, in the event that shares of Stock are sold pursuant to this Sales Plan, but Bear Stearns is unable to complete a sale of the accompanying Spinco Stock on the same day in accordance with this Sales Plan, then such shares of Spinco Stock shall be sold as soon as is reasonably practicable. Notwithstanding anything to the contrary herein, in the event that shares of Spinco Stock are sold pursuant to this Sales Plan, but Bear Stearns is unable to complete a sale of the accompanying Stock on the same day in accordance with this Sales Plan, then such shares of Stock shall be sold as soon as is reasonably practicable. Furthermore, Shares of Stock of the Issuer and shares of Spinco Stock may only be sold if the Aggregate Minimum Sale Price is met. (e) Seller understands that Bear Stearns may not be able to effect a sale due to a market disruption or a legal, regulatory or contractual restriction applicable to Bear Stearns or any other event or circumstance (a "Blackout"). Seller also understands that even in the absence of a Blackout, Bear Stearns may be unable to effect sales consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock or Spinco Stock to reach and sustain a limit order price, or other market factors in effect on the date of a sale. (f) Seller and Bear Stearns agree that if Issuer enters into a transaction that results, in Issuer's good faith determination, in the imposition of trading restrictions on the Seller, such as a pooling-of-interests transaction or stock offering requiring an affiliate lock-up ("Issuer Restriction"), and if Issuer shall provide Broker at least three (3) days' prior written notice signed by Issuer and Seller and confirmed by telephone of such trading restrictions (Attn: Jeffrey Lipman, Tel No.: (212) 272-2559, Fax No.: (973) 463-5453; and Jim Hubbert, Tel No.: (212) 272-8059, Fax No.: (917) 849-0456, then Bear Stearns will cease effecting sales under this Sales Plan until notified in writing by Issuer that such restrictions have terminated. Bear Stearns shall resume effecting Sales in accordance with this Sales Plan as soon as practicable after the cessation or termination of a Blackout or receipt of the notice as set forth in the preceding sentence that the Issuer Restriction has ended. Any unfilled sales that are not executed due to the existence of a Blackout or Issuer Restriction shall be effected pursuant to this Sales Plan on the next Sale Day that such shares of Stock or Spinco Stock may be sold in compliance with this Sales Plan. 4. To the extent that any Stock or Spinco Stock remains in the Seller's account after the end of, or upon termination of this Sales Plan, Bear Stearns agrees to return such Stock and Spinco Stock promptly to the Issuer's transfer agent for relegending to the extent that such Stock and Spinco Stock 6 would then be subject to transfer restrictions in the hands of the Seller or otherwise to be put in such name as directed by Seller. 5. Subject to the parameters specified in Section C(3) above, and in each such case, subject to the manner of sale requirement of Rule 144 being satisfied as provided in Section B(10)(d), sales of the Stock and Spinco Stock may be effected, in whole or in part, on an agency basis or, if Bear Stearns is a market maker in the Stock at the time that any sale is to be made under this Sales Plan, Bear Stearns may, in its sole discretion, effect one or more sales on a principal basis commensurate with all regulatory requirements regarding best execution practices. 6. Seller acknowledges and agrees that he does not have authority, influence or control over any sales of Stock and Spinco Stock effected by Bear Stearns pursuant to this Sales Plan, and will not attempt to exercise any authority, influence or control over such sales. D. TERMINATION 1. This Sales Plan may not be terminated prior to the end of the Sales Plan, except upon direction by Seller or by notice from Bear Stearns that Bear Stearns, in its sole discretion, has determined that it is prohibited from continuing to operate as agent by a legal, contractual or regulatory restriction applicable to it or its affiliates. Any modification of this Sales Plan by Seller will be made in good faith and not as part of a scheme to evade the prohibitions of the Rule. In particular, subject to the Seller's right to terminate this Sales Plan, Seller agrees not to alter or modify this Sales Plan at any time that Seller is aware of any material non-public information about the Issuer, the Stock, the Spinco Stock, or the Rainbow Spinco. E. LIMITATION OF LIABILITY 1. Notwithstanding any other provision hereof, neither Seller nor Bear Stearns shall be liable to the other for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or incidental damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God". 7 2. Seller has consulted with his own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Bear Stearns or any person affiliated with Bear Stearns in connection with, Seller's adoption and implementation of this Sales Plan. 3. Seller acknowledges and agrees that in performing his obligations hereunder neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller's assets, or exercising any authority or control respecting management or disposition of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller's assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any "investment advice" within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller's assets. 4. Seller agrees to indemnify and hold harmless Bear Stearns and its officers, directors, employees, agents and affiliates from and against any losses, liabilities, claims, damages and expenses including but not limited to reasonable attorneys' fees and the costs of investigating or defending any matter, arising out of or incurred in connection with this Sales Plan ("Losses"), except to the extent Losses are found in a final award or judgment by an arbitrator or court of competent jurisdiction (not subject to further appeal) to have resulted from gross negligence or willful misconduct on the part of Bear Stearns. F. AGREEMENT TO ARBITRATE 1. Seller and Bear Stearns have agreed pursuant to a customer agreement that disputes arising out of, this Sales Plan shall be determined by arbitration. 2. Bear Stearns and Seller agree that the arbitration provisions of the customer agreement are incorporated by reference herein. G. GENERAL 1. Seller and Bear Stearns acknowledge and agree that Bear Stearns is acting as agent and custodian for Seller in connection with this Sales Plan and that Seller is a "customer" of Bear Stearns within the meaning of Section 741(2) of Title 11 of the United States Code (the "Bankruptcy Code"). Seller and Bear Stearns further acknowledge and agree that this Sales Plan is a "securities contract," as such term is defined in Section 741(7) of the Bankruptcy Code, 8 entitled to the protections of, among other sections, Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code. 2. This Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supercedes any prior agreements or understandings with regard to the Sales Plan. 3. This Sales Plan may be amended by Seller only upon the written consent of Bear Stearns and receipt by Bear Stearns of a certificate signed by Seller dated as of the date of such amendment certifying that Seller is not aware of any material non-public information with respect to the Issuer; provided that the foregoing shall not apply in the case of termination under Section D. 4. All notices to Bear Stearns under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Jeffrey Lipman Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-2559 Fax: (973) 463-5453 Alan C. Greenberg Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: 212-272-4605 Fax: 917-849-3069 Jeffrey Mehl Bear, Stearns & Co. Inc. 383 Madison Ave. New York, NY 10179 Phone: 212-272-4600 Fax: 917-849-3069 Jim Hubbert Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-8059 Fax: (917) 849-0456 9 5. All notices to the Seller under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Charles F. Dolan c/o William A. Frewin Dolan Family Office 340 Crossways Park Drive Woodbury, NY 11797 Telephone: (516) 803-9200 Fax: (516) 364-4592 E-Mail:bfrewin@cablevision.com Elizabeth Pagel Serebransky Debevoise & Plimpton LLP 919 Third Ave. New York, NY 10010 Telephone: (212) 909-6785 Fax: (212) 521-7785 E-Mail:epagel@debevoise.com 6. All notices to the Issuer under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Victoria Salhus, Esq. Cablevision Systems Corporation Address:1111 Stewart Ave. Bethpage, NY 11714-3581 Telephone: (516) 803-2570 Fax: (516) 803-2577 E-Mail:vsalhus@cablevision.com Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 7. Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 10 8. This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 9. If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect. 10. This Sales Plan, and all transactions contemplated hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. This Sales Plan may be modified or amended only by a writing signed by the parties hereto. 11 NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS F.1 AND F.2. IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above. /s/ Charles F. Dolan ------------------------------------ Charles F. Dolan Bear, Stearns & Co. Inc. /s/ Melissa Hochman for Jeff Lipman -------------------------------------- Name: Melissa Hochman for Jeff Lipman Title: Associate Director (for Senior Managing Director) 12 ANNEX A: ADJUSTMENT OF MINIMUM SALE PRICE FOLLOWING THE RAINBOW SPINOFF Assumptions: Minimum Sale Price prior to the Rainbow Spinoff = $25 per share of Stock Number of shares of Spinco Stock received for each share of Stock = 1/2 Aggregated sale price for 1 share of Stock + 1/2 share of Spinco Stock = $25 13 SCHEDULE A STOCK SALE SCHEDULE Name of Seller: Charles F. Dolan Name of Issuer:: Cablevision Systems Corporation
NUMBER SHARES OF STOCK AUTHORIZED TO BE SALE MONTH SOLD (MONTHLY SALE AMOUNT) - ---------- -------------------------- May 2004 90,000 June 2004 90,000 July 2004 78,000 August 2004 66,000 September 2004 70,000 October 2004 70,000 November 2004 70,000 December 2004 70,000 January 2005 70,000 February 2005 66,000 March 2005 70,000 April 2005 34,000 May 2005 *** June 2005 *** July 2005 *** August 2005 *** September 2005 *** October 2005 ***
Maximum number of shares of Stock that may be sold under this Sales Plan: 844,000 ***Any Monthly Sales Amount shares that are rolled over in accordance with Section C.3.(a) of this Sales Plan and are not sold prior to May 2005, shall be sold during these additional Sale Months in accordance with the terms of the Sales Plan, until all such shares subject to this Sales Plan are sold. 14 EXHIBIT A ISSUER REPRESENTATION 1. Cablevision Systems Corporation (the "Issuer") represents that it has reviewed the Sales Plan dated _______ __, 2004 (the "Sales Plan") between [name ] ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns") relating to the common stock, par value $____ per share of the Issuer (the "Stock"), and the Sales Plan does not violate the Issuer's insider trading restrictions. Dated: ____________ __, 2004 Cablevision Systems Corporation By:____________________________________________ [Name and title of authorized officer] 15 EXHIBIT B SELLER REPRESENTATION LETTER Bear, Stearns & Co. Inc. Bear, Stearns Securities Corp. 383 Madison Avenue New York, NY. 10179 Attention: Legal Department Re: Name of Issuer:_____________________________ Class of Stock:_____________________________ Number of Shares to Be Sold:________________ Account Number: ___________________________ Gentlemen: I have requested that you sell the above-captioned securities pursuant to a sales plan (the "Sales Plan") as broker for my account in the manner permitted by Rule 144 (the "Rule") under the Securities Act of 1933. In connection with this request, I hereby make the following representations to the issuer, issuer's counsel, and issuer's transfer agent. 1. I have been the beneficial owner of the securities, which were acquired and fully paid for, for a period of not less than one year preceding the date of this representation, as required by Rule 144. 2. The sale of the shares of the above-captioned securities in accordance with the terms of the Sales Plan, together with any other sales of such securities by me and by any person or entity whose sales are required by Rule 144 to be aggregated with mine during the three months preceding such sales under the Sales Plan will not exceed the greater of 1% of the shares outstanding; or the average weekly reported trading volume in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of the applicable Form 144. 3. I have not made and will not make any payment to any other person in connection with any execution you may effect on my order; and have not, and will not pay to Bear, Stearns Securities Corp. any more than the usual and customary broker's commission; and I have not solicited or arranged and will not solicit or arrange for the solicitation of orders to buy in anticipation of or in connection with the proposed sale pursuant to such order. I have advised and will advise you of any open sell orders in the above captioned securities with any other broker or bank pending completion of this order. 4. This order is not part of a distribution of any securities on my behalf, and I am not an underwriter with respect to these securities. I agree not to take, and agree to cause any 16 person or entity with whom I would be required to aggregate sales of Stock under Rule 144 not to take, any action that would cause any sales pursuant to the Sales Plan not to comply with Rule 144. 5. Bear Stearns has/will file(d), pursuant to the terms of the Sales Plan, on Form 144 three executed notices of proposed sale with the Securities and Exchange Commission and one with the principal national securities exchange on which the captioned issue is traded, if applicable. 6. I have a bona fide intention to sell these securities within a reasonable time from the filing of such Form 144, pursuant to the terms of the Sales Plan. 7. I hereby authorize Bear, Stearns Securities Corp. and its agents and representatives to make any inquiry of the issuer, issuer's counsel, and issuer's transfer agent that you may deem advisable in connection with the proposed sale of these securities. 8. I understand that my order may be accepted by you subject to your investigation as to whether such proposed sale, if executed, will comply with the Rule and policies of Bear, Stearns Securities Corp. 9. I understand that it may be necessary for the issuer of these securities to supply a letter to you certifying that such issuer has filed with the Securities and Exchange Commission all reports and statements required to be filed by such issuer within the past twelve (12) months. I agree to use my best efforts to see that said issuer supplies said letter if deemed necessary by Bear, Stearns Securities Corp. 10. I understand that Bear, Stearns Securities Corp. will, if my order to sell is accepted, act as no more than my agent or as a market maker as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934 for the sale of these securities; and that I will receive the proceeds of any sale only if and when the shares sold are received by Bear, Stearns Securities Corp. in good deliverable form. 11. I have not and will not enter into any arrangements with any other person or entity in respect of the sale of these securities. Very truly yours, _________________________________ _________________________________ [Print Name] Date: ______________________ 17 EX-99.10 4 y94884a1exv99w10.txt SALES PLAN: 2001 TRUST FBO DEBORAH DOLAN-SWEENEY Exhibit 10 FINAL SALES PLAN Sales Plan dated April 7, 2004 (this "Sales Plan") between Charles F. Dolan 2001 Family Trust fbo Deborah A. Dolan-Sweeney ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns"), acting as agent. A. RECITALS 1. This Sales Plan is entered into between Seller and Bear Stearns as the Seller's adoption of a written plan for trading securities that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller's holdings of the Class A common stock, $0.01 par value per share of Cablevision Systems Corporation (the "Stock" and the "Issuer" as the case may be), consisting of Stock that Seller acquired as set forth in Section B.10 below. B. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS 1. As of the date on which Seller executed this Sales Plan, Seller was not aware of any material nonpublic information concerning the Issuer or its securities. Seller entered into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. 2. The securities to be sold under this Sales Plan are owned free and clear by Seller and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the "Securities Act"). Bear Stearns acknowledges that the Stock to be sold under this Sales Plan will be acquired by the Seller upon conversion of shares of Class B common stock of Issuer currently owned by Seller. 3. Seller agrees to provide Bear Stearns with a certificate dated as of the date hereof and signed by the Issuer substantially in the form of Exhibit A hereto prior to commencement of sales of Stock pursuant to this Sales Plan. 4. Seller agrees to complete, execute and deliver to Bear Stearns a seller's representation letter dated as of the date hereof substantially in the form of Exhibit B hereto prior to the commencement of sales of Stock pursuant to this Sales Plan. 1 5. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller. 6. Seller agrees that until this Sales Plan has been terminated he shall, upon written request from Bear Stearns delivered to Seller from time to time, provide such information as is reasonably requested to confirm that sales under the Sales Plan are in compliance with Rule 144 or Rule 145. 7. Seller agrees that he shall not, directly or indirectly, communicate any information relating to the Stock or the Issuer to any employee of Bear Stearns or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while the Sales Plan is in effect. 8. (a) Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller. Bear Stearns shall, pursuant to Section G.5., notify Seller by facsimile, e-mail or telephone of any sales of Stock made pursuant to this Sales Plan no later than the next business day. (b) Seller agrees that he shall in connection with the performance of this Sales Plan comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (c) Seller acknowledges that Seller is deemed an insider (generally classified as an officer, director or 10% shareholder) of the Issuer. 9. (a) Seller represents and warrants that Seller acquired the Class B common stock over two years ago and that such shares are currently convertible into Class A common stock. Seller further represents and warrants that the Class A common stock to be sold pursuant to this Sales Plan may be sold in compliance with Rule 144 upon conversion. (b) Seller agrees not to take, and agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144. 2 (c) Bear Stearns agrees to file Forms 144 for the sales to be effected under this Sales Plan at such times as Seller may be required or permitted by applicable law.(1) (d) Bear Stearns agrees to conduct all sales pursuant to this Sales Plan in accordance with whatever provisions of Rule 144 or Rule 145 are applicable, including, but not limited to, the manner of sale requirement of Rule 144 of the Securities Act, and in no event shall Bear Stearns effect any sale if such sale would exceed the then-applicable volume limitation under Rule 144, assuming that, unless Bear Stearns shall be notified otherwise by Seller or the Issuer, in a timely manner, the sales to be made by Bear Stearns under this Sales Plan (together with Sales made under the Sales Plans, dated as of the date hereof, between each of Charles F. Dolan, CFD Trust #10, Charles F. Dolan 2001 Family Trust fbo Patrick F. Dolan, Charles F. Dolan 2001 Family Trust fbo Kathleen M. Dolan and Charles F. Dolan 2001 Family Trust fbo Marianne Dolan Weber (the "Other Sellers") and Bear Stearns (the "Aggregated Sales Plans") are the only sales subject to such limitation. Bear Stearns agrees that not more than an aggregate of 250,000 shares of Stock, which such amount may be adjusted as provided in Section C.3.d herein (and in the Aggregated Sales Plans) and, for sales after the Rainbow Spinoff, increased by the amount that the Monthly Sale Amount will be increased as set forth in Section C.3.d. herein and in the Aggregated Sales Plans, may be sold pursuant to this Sales Plan and the Aggregated Sales Plans during any 30 day period. Seller hereby understands and agrees that Bear Stearns shall not be liable for any failure by the Seller or Issuer to timely inform Bear Stearns of any sales by Seller or by any individuals or entities that Seller must aggregate with or if Bear Stearns fails to receive such information prior to executing sales under this Plan. 10. Seller shall maintain in its account at Bear Stearns a sufficient number of shares to cover all sales contemplated by this Sales Plan together with stock powers and other necessary transfer documentation. Upon the request of Bear Stearns, Seller shall provide Bear Stearns with additional Forms 144 and other documentation necessary to carry out sales of Stock under this Sales Plan. C. IMPLEMENTATION OF THE PLAN - ----------------------- (1) The Seller's representation on the Forms 144 regarding Seller's knowledge of material information regarding the Issuer may be made as of the date the Sales Plan is adopted. The "Remarks" section of each Form 144 should state that the sale is being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c) and indicate the later of the date the Sales Plan was adopted or was most recently amended and that the representation is made as of such date. 3 1. Seller hereby appoints Bear Stearns to sell shares of Stock pursuant to the terms and conditions set forth below and on Schedule A hereto. Subject to such terms and conditions, Bear Stearns hereby accepts such appointment. 2. Bear Stearns is authorized to begin selling Stock pursuant to this Sales Plan commencing on May 1, 2004 and ending on the earliest of October 31, 2005, or two business days after receipt of notice of death of Seller or of the commencement of any proceedings in respect of or triggered by the Seller's bankruptcy or insolvency, or the date on which the maximum number of shares of Stock authorized to be sold under this Sales Plan, as set forth on Schedule A, have been sold. 3. (a) Subject to the terms and conditions of this Sales Plan, commencing on May 1, 2004, Bear Stearns may sell with time, price and amount discretion by Alan C. Greenberg, Jeffrey Mehl or another successor registered representative designated by Bear Stearns, a total of 720,000 shares of Stock (the "Sale Amount"). Subject to the terms and conditions of this Sales Plan, Bear Stearns shall sell the number of shares of Stock during each calendar month (each, a "Sale Month") as set forth on Schedule A (the "Monthly Sale Amount") which such amount may be adjusted pursuant to Section C.3.d below. The Monthly Sale Amount may be sold on any day that the principal market in which the Stock trades is open (each such day a "Sale Day"), at a gross price before deduction of commissions or mark-down of at least $23.00 per share ("Minimum Sale Price") which such amount may be adjusted pursuant to Section C.3.d. Any Monthly Sale Amount shares not sold during a Sale Month shall be rolled over and sold on the next Sale Day that such shares of Stock may be sold in compliance with this Sales Plan. Bear Stearns recognizes that the Seller does not want to file an inordinate number of Form 4's during any month and shall consider this desire as one factor among many in the course of exercising time, price and amount discretion over the sales. (b) Subject to the Minimum Sale Price and the other applicable provisions of this Sales Plan, Bear Stearns shall sell the Sale Amount on each Sale Day under ordinary principles of best execution. (c) The Seller agrees to pay Bear Stearns the commission set forth in the letter from Bear Stearns to the Seller and the Other Sellers (the "Fee Letter"). Bear Stearns will deduct its commission, the standard Securities and Exchange Commission fee, and any regulatory or transfer taxes from the proceeds of any sale of Stock under this Sales Plan. 4 (d) The Monthly Sale Amount and any other applicable provisions of the Sales Plan shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any similar transaction with respect to the Issuer's stock that occurs during the Sales Plan. In October 2003, the Issuer announced that its board of directors had approved an amended plan to spin-off the Issuer's recently launched satellite service, Rainbow DBS and three of Rainbow Media's national entertainment services - AMC, the Independent Film Channel and WE: Women's Entertainment - their subsidiaries, and certain other Rainbow businesses (the "Rainbow Spinoff") which, if completed will result in the formation of a new entity, referred to herein as "Rainbow Spinco." In the event the Rainbow Spinoff is completed, this Sales Plan shall continue to apply only to the Stock and shall not be adjusted to cover any shares of stock of Rainbow Spinco (the "Spinco Stock") received by Seller in respect of the Stock subject to the Sales Plan at the time of the spin off. Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, the Minimum Sale Price shall be adjusted as follows: the Minimum Sale Price per share of Stock shall equal the Minimum Sale Price per share of Stock as set forth above on the trading day immediately prior to the Rainbow Spinoff multiplied by a fraction, the numerator of which is the closing price of a share of Stock on the first day that Spinco Stock is publicly traded and the denominator of which is the sum of (x) the closing price of a share of Spinco Stock on the on the first day that Spinco Stock is publicly traded multiplied by the number of shares of Spinco Stock received in the Rainbow Spinoff in respect of a share of Stock plus (y) the closing price of a share of Stock on the first day that Spinco Stock is publicly traded , rounded to the nearest whole cent. NOTE: Please see Annex A for an example of the calculation for adjusting the Minimum Sale Price in accordance with this section C.3.d. Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, the Monthly Sale Amounts shall be adjusted as follows: the Monthly Sale Amount for those months following the Rainbow Spinoff (the "Post-Spinoff Monthly Sale Amounts") shall equal the Monthly Sale Amount for such month (and if applicable the number of other shares of Stock remaining unsold at the time of the Rainbow Spinoff, as the case may be) multiplied by a fraction, the numerator of which is the sum of (x) the closing price of a share of Stock on the first day that Spinco Stock is publicly traded plus (y) the closing price of a share of Spinco Stock on the first day that Spinco Stock is publicly traded multiplied by the number of shares of Spinco Stock received in the Rainbow Spinoff in respect of a share of Stock and the denominator of which is the closing price of a share of Stock on the first day that Spinco Stock is publicly traded, rounded to the nearest whole share. 5 NOTE: Please see Annex B for an example of the calculation for adjusting the Monthly Sale Amount in accordance with this section C.3.d. Sales under the adjusted Minimum Sales Price, and the adjusted Monthly Sale Amounts, shall not take place until the first full Spinco Stock trading day has been completed (9:30 a.m. EST through 4:00 p.m. EST). (e) Seller understands that Bear Stearns may not be able to effect a sale due to a market disruption or a legal, regulatory or contractual restriction applicable to Bear Stearns or any other event or circumstance (a "Blackout"). Seller also understands that even in the absence of a Blackout, Bear Stearns may be unable to effect sales consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the date of a sale. (f) Seller and Bear Stearns agree that if Issuer enters into a transaction that results, in Issuer's good faith determination, in the imposition of trading restrictions on the Seller, such as a pooling-of-interests transaction or stock offering requiring an affiliate lock-up ("Issuer Restriction"), and if Issuer shall provide Broker at least three (3) days' prior written notice signed by Issuer and Seller and confirmed by telephone of such trading restrictions (Attn: Jeffrey Lipman, Tel No.: (212) 272-2559, Fax No.: (973) 463-5453; and Jim Hubbert, Tel No.: (212) 272-8059, Fax No.: (917) 849-0456, then Bear Stearns will cease effecting sales under this Sales Plan until notified in writing by Issuer that such restrictions have terminated. Bear Stearns shall resume effecting Sales in accordance with this Sales Plan as soon as practicable after the cessation or termination of a Blackout or receipt of the notice as set forth in the preceding sentence that the Issuer Restriction has ended. Any unfilled sales that are not executed due to the existence of a Blackout or Issuer Restriction shall be effected pursuant to this Sales Plan on the next Sale Day that such shares of Stock may be sold in compliance with this Sales Plan. 4. To the extent that any Stock remains in the Seller's account after the end of, or upon termination of this Sales Plan, Bear Stearns agrees to return such Stock promptly to the Issuer's transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of the Seller or otherwise to be put in such name as directed by Seller. 5. Subject to the parameters specified in Section C(3) above, and in each such case, subject to the manner of sale requirement of Rule 144 being satisfied as provided in Section B(10)(d), sales of the Stock may be effected, in whole or in part, on an agency basis or, if Bear Stearns is a market maker in the Stock at the time that any sale is to be made under this Sales Plan, Bear Stearns may, in its sole discretion, effect one or more sales on a principal basis commensurate with all regulatory requirements regarding best execution practices. 6 6. Seller acknowledges and agrees that he does not have authority, influence or control over any sales of Stock effected by Bear Stearns pursuant to this Sales Plan, and will not attempt to exercise any authority, influence or control over such sales. D. TERMINATION 1. This Sales Plan may not be terminated prior to the end of the Sales Plan, except upon direction by Seller or by notice from Bear Stearns that Bear Stearns, in its sole discretion, has determined that it is prohibited from continuing to operate as agent by a legal, contractual or regulatory restriction applicable to it or its affiliates. Any modification of this Sales Plan by Seller will be made in good faith and not as part of a scheme to evade the prohibitions of the Rule. In particular, subject to the Seller's right to terminate this Sales Plan, Seller agrees not to alter or modify this Sales Plan at any time that Seller is aware of any material non-public information about the Issuer or the Stock. E. LIMITATION OF LIABILITY 1. Notwithstanding any other provision hereof, neither Seller nor Bear Stearns shall be liable to the other for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or incidental damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God". 2. Seller has consulted with his own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Bear Stearns or any person affiliated with Bear Stearns in connection with, Seller's adoption and implementation of this Sales Plan. 3. Seller acknowledges and agrees that in performing his obligations hereunder neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller's assets, or exercising any authority or control respecting management or disposition of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 7 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller's assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any "investment advice" within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller's assets. 4. Seller agrees to indemnify and hold harmless Bear Stearns and its officers, directors, employees, agents and affiliates from and against any losses, liabilities, claims, damages and expenses including but not limited to reasonable attorneys' fees and the costs of investigating or defending any matter, arising out of or incurred in connection with this Sales Plan ("Losses"), except to the extent Losses are found in a final award or judgment by an arbitrator or court of competent jurisdiction (not subject to further appeal) to have resulted from gross negligence or willful misconduct on the part of Bear Stearns. F. AGREEMENT TO ARBITRATE 1. Seller and Bear Stearns have agreed pursuant to a customer agreement that disputes arising out of this Sales Plan shall be determined by arbitration. 2. Bear Stearns and Seller agree that the arbitration provisions of the customer agreement are incorporated by reference herein. G. GENERAL 1. Seller and Bear Stearns acknowledge and agree that Bear Stearns is acting as agent and custodian for Seller in connection with this Sales Plan and that Seller is a "customer" of Bear Stearns within the meaning of Section 741(2) of Title 11 of the United States Code (the "Bankruptcy Code"). Seller and Bear Stearns further acknowledge and agree that this Sales Plan is a "securities contract," as such term is defined in Section 741(7) of the Bankruptcy Code, entitled to the protections of, among other sections, Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code. 2. This Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supercedes any prior agreements or understandings with regard to the Sales Plan. 3. This Sales Plan may be amended by Seller only upon the written consent of Bear Stearns and receipt by Bear Stearns of a certificate signed by Seller dated as of the date of such amendment certifying that Seller is not aware of 8 any material non-public information with respect to the Issuer; provided that the foregoing shall not apply in the case of termination under Section D. 4. All notices to Bear Stearns under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Jeffrey Lipman Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-2559 Fax: (973) 463-5453 Alan C. Greenberg Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: 212-272-4605 Fax: 917-849-3069 Jeffrey Mehl Bear, Stearns & Co. Inc. 383 Madison Ave. New York, NY 10179 Phone: 212-272-4600 Fax: 917-849-3069 Jim Hubbert Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-8059 Fax: (917) 849-0456 5. All notices to the Seller under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Charles F. Dolan 2001 Family Trust fbo Deborah A. Dolan-Sweeney c/o William A. Frewin 9 Dolan Family Office 340 Crossways Park Drive Woodbury, NY 11797 Telephone: (516) 803-9200 Fax: (516) 364-4592 E-Mail:bfrewin@cablevision.com Elizabeth Pagel Serebransky Debevoise & Plimpton LLP 919 Third Ave. New York, NY 10010 Telephone: (212) 909-6785 Fax: (212) 521-7785 E-Mail:epagel@debevoise.com 6. All notices to the Issuer under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Victoria Salhus, Esq. Cablevision Systems Corporation Address:1111 Stewart Ave. Bethpage, NY 11714- 3581 Telephone: (516) 803- 2570 Fax: (516) 803-2577 E-Mail:vsalhus@cablevision.com Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 7. Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 8. This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 9. If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant 10 law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect. 10. This Sales Plan, and all transactions contemplated hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. This Sales Plan may be modified or amended only by a writing signed by the parties hereto. 11 NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS F.1 AND F.2. IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above. /s/ Lawrence J. Dolan -------------------------------------- Lawrence J. Dolan, Trustee /s/ Helen A. Dolan -------------------------------------- Helen A. Dolan, Trustee Bear, Stearns & Co. Inc. /s/ Melissa Hochman for Jeff Lipman -------------------------------------- Name: Melissa Hochman for Jeff Lipman Title: Associate Director (for Senior Managing Director) 12 ANNEX A: ADJUSTMENT OF MINIMUM SALE PRICE FOLLOWING THE RAINBOW SPINOFF Assumptions: Minimum Sale Price prior to the Rainbow Spinoff = $23 per share of Stock Closing price of share of Stock on Spinco Trading Day = $18 Closing price of share of Spinco Stock on Spinco Trading Day = $12 Number of Shares of Spinco Stock received per share of Stock in Rainbow Spinoff = 1/2 Minimum Sale Price = $23 x $18 = $17.25 ----------------- $18 + ($12 x 1/2) 13 ANNEX B: ADJUSTMENT OF MONTHLY SALE AMOUNT FOLLOWING THE RAINBOW SPINOFF Assumptions: Issuer Trading Price = $18 Spinco Trading Price = $12 Spinco Ratio = 1/2 Monthly Sale Amount = 100,000 Post Spin-off Monthly Sale Amount = 100,000 x $18 + ($12 x 1/2) = 133,000 ----------------- $18 14 SCHEDULE A STOCK SALE SCHEDULE Name of Seller: CFD 2001 Family Trust (fbo Deborah) Name of Issuer:: Cablevision Systems Corporation
NUMBER SHARES OF STOCK AUTHORIZED TO BE SOLD SALE MONTH (MONTHLY SALE AMOUNT) - ------------ ---------------------- May 2004 40,000 June 2004 40,000 July 2004 60,000 August 2004 60,000 September 2004 60,000 October 2004 60,000 November 2004 60,000 December 2004 60,000 January 2005 60,000 February 2005 60,000 March 2005 60,000 April 2005 100,000 May 2005 *** June 2005 *** July 2005 *** August 2005 *** September 2005 *** October 2005 ***
Maximum number of shares of Stock that may be sold under this Sales Plan: 720,000 *** Any Monthly Sales Amount shares that are rolled over in accordance with Section C.3.(a) of this Sales Plan and are not sold prior to May 2005, shall be sold during these additional Sale Months in accordance with the terms of the Sales Plan, until all such shares subject to this Sales Plan are sold. 15 EXHIBIT A ISSUER REPRESENTATION 1. Cablevision Systems Corporation (the "Issuer") represents that it has reviewed the Sales Plan dated _______ __, 2004 (the "Sales Plan") between [name ] ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns") relating to the common stock, par value $____ per share of the Issuer (the "Stock"), and the Sales Plan does not violate the Issuer's insider trading restrictions. Dated: ____________ __, 2004 Cablevision Systems Corporation By: _________________________________________ [Name and title of authorized officer] 16 EXHIBIT B SELLER REPRESENTATION LETTER Bear, Stearns & Co. Inc. Bear, Stearns Securities Corp. 383 Madison Avenue New York, NY 10179 Attention: Legal Department Re: Name of Issuer: ____ Class of Stock: ___________ Number of Shares to Be Sold: Account Number: ________________ Gentlemen: We have requested that you sell the above-captioned securities pursuant to a sales plan (the "Sales Plan") as broker for our account in the manner permitted by Rule 144 (the "Rule") under the Securities Act of 1933. In connection with this request, we hereby make the following representations to the issuer, issuer's counsel, and issuer's transfer agent. 1. We have been the beneficial owner of the securities, which were acquired and fully paid for, for a period of not less than one year preceding the date of this representation, as required by Rule 144. 2. The sale of the shares of the above-captioned securities in accordance with the terms of the Sales Plan, together with any other sales of such securities by us and by any person or entity whose sales are required by Rule 144 to be aggregated with ours during the three months preceding such sales under the Sales Plan will not exceed the greater of 1% of the shares outstanding; or the average weekly reported trading volume in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of the applicable Form 144. 3. We have not made and will not make any payment to any other person in connection with any execution you may effect on our order; and have not, and will not pay to Bear, Stearns Securities Corp. any more than the usual and customary broker's commission; and we have not solicited or arranged and will not solicit or arrange for the solicitation of orders to buy in anticipation of or in connection with the proposed sale pursuant to such order. We have advised and will advise you of any open sell orders in the above captioned securities with any other broker or bank pending completion of this order. 4. This order is not part of a distribution of any securities on our behalf, and we are not an underwriter with respect to these securities. We agree not to take, and agree to cause any person or entity with whom we would be required to aggregate sales of Stock 17 under Rule 144 not to take, any action that would cause any sales pursuant to the Sales Plan not to comply with Rule 144. 5. Bear Stearns has/will file(d), pursuant to the terms of the Sales Plan, on Form 144 three executed notices of proposed sale with the Securities and Exchange Commission and one with the principal national securities exchange on which the captioned issue is traded, if applicable. 6. We have a bona fide intention to sell these securities within a reasonable time from the filing of such Form 144, pursuant to the terms of the Sales Plan. 7. We hereby authorize Bear, Stearns Securities Corp. and its agents and representatives to make any inquiry of the issuer, issuer's counsel, and issuer's transfer agent that you may deem advisable in connection with the proposed sale of these securities. 8. We understand that our order may be accepted by you subject to your investigation as to whether such proposed sale, if executed, will comply with the Rule and policies of Bear, Stearns Securities Corp. 9. We understand that it may be necessary for the issuer of these securities to supply a letter to you certifying that such issuer has filed with the Securities and Exchange Commission all reports and statements required to be filed by such issuer within the past twelve (12) months. We agree to use our best efforts to see that said issuer supplies said letter if deemed necessary by Bear, Stearns Securities Corp. 10. We understand that Bear, Stearns Securities Corp. will, if our order to sell is accepted, act as no more than our agent or as a market maker as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934 for the sale of these securities; and that we will receive the proceeds of any sale only if and when the shares sold are received by Bear, Stearns Securities Corp. in good deliverable form.. 11. We have not and will not enter into any arrangements with any other person or entity in respect of the sale of these securities. Very truly yours, By: _______________________ [Name] Title: Trustee Date: ______________________ 18 EX-99.11 5 y94884a1exv99w11.txt SALES PLAN: 2001 TRUST FBO PATRICK F. DOLAN Exhibit 11 FINAL SALES PLAN Sales Plan dated April 7, 2004 (this "Sales Plan") between Charles F. Dolan 2001 Family Trust fbo Patrick F. Dolan ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns"), acting as agent. A. RECITALS 1. This Sales Plan is entered into between Seller and Bear Stearns as the Seller's adoption of a written plan for trading securities that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller's holdings of the Class A common stock, $0.01 par value per share of Cablevision Systems Corporation (the "Stock" and the "Issuer" as the case may be), consisting of Stock that Seller acquired as set forth in Section B.10 below. B. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS 1. As of the date on which Seller executed this Sales Plan, Seller was not aware of any material nonpublic information concerning the Issuer or its securities. Seller entered into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. 2. The securities to be sold under this Sales Plan are owned free and clear by Seller and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the "Securities Act"). Bear Stearns acknowledges that the Stock to be sold under this Sales Plan will be acquired by the Seller upon conversion of shares of Class B common stock of Issuer currently owned by Seller. 3. Seller agrees to provide Bear Stearns with a certificate dated as of the date hereof and signed by the Issuer substantially in the form of Exhibit A hereto prior to commencement of sales of Stock pursuant to this Sales Plan. 4. Seller agrees to complete, execute and deliver to Bear Stearns a seller's representation letter dated as of the date hereof substantially in the form of Exhibit B hereto prior to the commencement of sales of Stock pursuant to this Sales Plan. 1 5. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller. 6. Seller agrees that until this Sales Plan has been terminated he shall, upon written request from Bear Stearns delivered to Seller from time to time, provide such information as is reasonably requested to confirm that sales under the Sales Plan are in compliance with Rule 144 or Rule 145. 7. Seller agrees that he shall not, directly or indirectly, communicate any information relating to the Stock or the Issuer to any employee of Bear Stearns or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while the Sales Plan is in effect. 8. (a) Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller. Bear Stearns shall, pursuant to Section G.5., notify Seller by facsimile, e-mail or telephone of any sales of Stock made pursuant to this Sales Plan no later than the next business day. (b) Seller agrees that he shall in connection with the performance of this Sales Plan comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (c) Seller acknowledges that Seller is deemed an insider (generally classified as an officer, director or 10% shareholder) of the Issuer. 9. (a) Seller represents and warrants that Seller acquired the Class B common stock over two years ago and that such shares are currently convertible into Class A common stock. Seller further represents and warrants that the Class A common stock to be sold pursuant to this Sales Plan may be sold in compliance with Rule 144 upon conversion. (b) Seller agrees not to take, and agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144. 2 (c) Bear Stearns agrees to file Forms 144 for the sales to be effected under this Sales Plan at such times as Seller may be required or permitted by applicable law. (1) (d) Bear Stearns agrees to conduct all sales pursuant to this Sales Plan in accordance with whatever provisions of Rule 144 or Rule 145 are applicable, including, but not limited to, the manner of sale requirement of Rule 144 of the Securities Act, and in no event shall Bear Stearns effect any sale if such sale would exceed the then-applicable volume limitation under Rule 144, assuming that, unless Bear Stearns shall be notified otherwise by Seller or the Issuer, in a timely manner, the sales to be made by Bear Stearns under this Sales Plan (together with Sales made under the Sales Plans, dated as of the date hereof, between each of Charles F. Dolan, CFD Trust #10, Charles F. Dolan 2001 Family Trust fbo Deborah A. Dolan-Sweeney, Charles F. Dolan 2001 Family Trust fbo Kathleen M. Dolan and Charles F. Dolan 2001 Family Trust fbo Marianne Dolan Weber (the "Other Sellers") and Bear Stearns (the "Aggregated Sales Plans") are the only sales subject to such limitation. Bear Stearns agrees that not more than an aggregate of 250,000 shares of Stock, which such amount may be adjusted as provided in Section C.3.d herein (and in the Aggregated Sales Plans) and, for sales after the Rainbow Spinoff, increased by the amount that the Monthly Sale Amount will be increased as set forth in Section C.3.d. herein and in the Aggregated Sales Plans, may be sold pursuant to this Sales Plan and the Aggregated Sales Plans during any 30 day period. Seller hereby understands and agrees that Bear Stearns shall not be liable for any failure by the Seller or Issuer to timely inform Bear Stearns of any sales by Seller or by any individuals or entities that Seller must aggregate with or if Bear Stearns fails to receive such information prior to executing sales under this Plan. 10. Seller shall maintain in its account at Bear Stearns a sufficient number of shares to cover all sales contemplated by this Sales Plan together with stock powers and other necessary transfer documentation. Upon the request of Bear Stearns, Seller shall provide Bear Stearns with additional Forms 144 and other documentation necessary to carry out sales of Stock under this Sales Plan. C. IMPLEMENTATION OF THE PLAN - ------------------------- (1) The Seller's representation on the Forms 144 regarding Seller's knowledge of material information regarding the Issuer may be made as of the date the Sales Plan is adopted. The "Remarks" section of each Form 144 should state that the sale is being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c) and indicate the later of the date the Sales Plan was adopted or was most recently amended and that the representation is made as of such date. 3 1. Seller hereby appoints Bear Stearns to sell shares of Stock pursuant to the terms and conditions set forth below and on Schedule A hereto. Subject to such terms and conditions, Bear Stearns hereby accepts such appointment. 2. Bear Stearns is authorized to begin selling Stock pursuant to this Sales Plan commencing on May 1, 2004 and ending on the earliest of October 31, 2005, or two business days after receipt of notice of death of Seller or of the commencement of any proceedings in respect of or triggered by the Seller's bankruptcy or insolvency, or the date on which the maximum number of shares of Stock authorized to be sold under this Sales Plan, as set forth on Schedule A, have been sold. 3. (a) Subject to the terms and conditions of this Sales Plan, commencing on May 1, 2004, Bear Stearns may sell with time, price and amount discretion by Alan C. Greenberg, Jeffrey Mehl or another successor registered representative designated by Bear Stearns, a total of 328,000 shares of Stock (the "Sale Amount"). Subject to the terms and conditions of this Sales Plan, Bear Stearns shall sell the number of shares of Stock during each calendar month (each, a "Sale Month") as set forth on Schedule A (the "Monthly Sale Amount") which such amount may be adjusted pursuant to Section C.3.d below. The Monthly Sale Amount may be sold on any day that the principal market in which the Stock trades is open (each such day a "Sale Day"), at a gross price before deduction of commissions or mark-down of at least $25.00 per share ("Minimum Sale Price") which such amount may be adjusted pursuant to Section C.3.d. Any Monthly Sale Amount shares not sold during a Sale Month shall be rolled over and sold on the next Sale Day that such shares of Stock may be sold in compliance with this Sales Plan. Bear Stearns recognizes that the Seller does not want to file an inordinate number of Form 4's during any month and shall consider this desire as one factor among many in the course of exercising time, price and amount discretion over the sales. (b) Subject to the Minimum Sale Price and the other applicable provisions of this Sales Plan, Bear Stearns shall sell the Sale Amount on each Sale Day under ordinary principles of best execution. (c) The Seller agrees to pay Bear Stearns the commission set forth in the letter from Bear Stearns to the Seller and the Other Sellers (the "Fee Letter"). Bear Stearns will deduct its commission, the standard Securities and Exchange Commission fee, and any regulatory or transfer taxes from the proceeds of any sale of Stock under this Sales Plan. 4 (d) The Monthly Sale Amount and any other applicable provisions of the Sales Plan shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any similar transaction with respect to the Issuer's stock that occurs during the Sales Plan. In October 2003, the Issuer announced that its board of directors had approved an amended plan to spin-off the Issuer's recently launched satellite service, Rainbow DBS and three of Rainbow Media's national entertainment services - AMC, the Independent Film Channel and WE: Women's Entertainment - their subsidiaries, and certain other Rainbow businesses (the "Rainbow Spinoff") which, if completed will result in the formation of a new entity, referred to herein as "Rainbow Spinco." In the event the Rainbow Spinoff is completed, this Sales Plan shall continue to apply only to the Stock and shall not be adjusted to cover any shares of stock of Rainbow Spinco (the "Spinco Stock") received by Seller in respect of the Stock subject to the Sales Plan at the time of the spin off. Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, the Minimum Sale Price shall be adjusted as follows: the Minimum Sale Price per share of Stock shall equal the Minimum Sale Price per share of Stock as set forth above on the trading day immediately prior to the Rainbow Spinoff multiplied by a fraction, the numerator of which is the closing price of a share of Stock on the first day that Spinco Stock is publicly traded and the denominator of which is the sum of (x) the closing price of a share of Spinco Stock on the on the first day that Spinco Stock is publicly traded multiplied by the number of shares of Spinco Stock received in the Rainbow Spinoff in respect of a share of Stock plus (y) the closing price of a share of Stock on the first day that Spinco Stock is publicly traded , rounded to the nearest whole cent. NOTE: Please see Annex A for an example of the calculation for adjusting the Minimum Sale Price in accordance with this section C.3.d. Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, the Monthly Sale Amounts shall be adjusted as follows: the Monthly Sale Amount for those months following the Rainbow Spinoff (the "Post-Spinoff Monthly Sale Amounts") shall equal the Monthly Sale Amount for such month (and if applicable the number of other shares of Stock remaining unsold at the time of the Rainbow Spinoff, as the case may be) multiplied by a fraction, the numerator of which is the sum of (x) the closing price of a share of Stock on the first day that Spinco Stock is publicly traded plus (y) the closing price of a share of Spinco Stock on the first day that Spinco Stock is publicly traded multiplied by the number of shares of Spinco Stock received in the Rainbow Spinoff in respect of a share of Stock and the denominator of which is the closing price of a share of Stock on the first day that Spinco Stock is publicly traded, rounded to the nearest whole share. 5 NOTE: Please see Annex B for an example of the calculation for adjusting the Monthly Sale Amount in accordance with this section C.3.d. Sales under the adjusted Minimum Sales Price, and the adjusted Monthly Sale Amounts, shall not take place until the first full Spinco Stock trading day has been completed (9:30 a.m. EST through 4:00 p.m. EST). (e) Seller understands that Bear Stearns may not be able to effect a sale due to a market disruption or a legal, regulatory or contractual restriction applicable to Bear Stearns or any other event or circumstance (a "Blackout"). Seller also understands that even in the absence of a Blackout, Bear Stearns may be unable to effect sales consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the date of a sale. (f) Seller and Bear Stearns agree that if Issuer enters into a transaction that results, in Issuer's good faith determination, in the imposition of trading restrictions on the Seller, such as a pooling-of-interests transaction or stock offering requiring an affiliate lock-up ("Issuer Restriction"), and if Issuer shall provide Broker at least three (3) days' prior written notice signed by Issuer and Seller and confirmed by telephone of such trading restrictions (Attn: Jeffrey Lipman, Tel No.: (212) 272-2559, Fax No.: (973) 463-5453; and Jim Hubbert, Tel No.: (212) 272-8059, Fax No.: (917) 849-0456, then Bear Stearns will cease effecting sales under this Sales Plan until notified in writing by Issuer that such restrictions have terminated. Bear Stearns shall resume effecting Sales in accordance with this Sales Plan as soon as practicable after the cessation or termination of a Blackout or receipt of the notice as set forth in the preceding sentence that the Issuer Restriction has ended. Any unfilled sales that are not executed due to the existence of a Blackout or Issuer Restriction shall be effected pursuant to this Sales Plan on the next Sale Day that such shares of Stock may be sold in compliance with this Sales Plan. 4. To the extent that any Stock remains in the Seller's account after the end of, or upon termination of this Sales Plan, Bear Stearns agrees to return such Stock promptly to the Issuer's transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of the Seller or otherwise to be put in such name as directed by Seller. 5. Subject to the parameters specified in Section C(3) above, and in each such case, subject to the manner of sale requirement of Rule 144 being satisfied as provided in Section B(10)(d), sales of the Stock may be effected, in whole or in part, on an agency basis or, if Bear Stearns is a market maker in the Stock at the time that any sale is to be made under this Sales Plan, Bear Stearns may, in its sole discretion, effect one or more sales on a principal basis commensurate with all regulatory requirements regarding best execution practices. 6 6. Seller acknowledges and agrees that he does not have authority, influence or control over any sales of Stock effected by Bear Stearns pursuant to this Sales Plan, and will not attempt to exercise any authority, influence or control over such sales. D. TERMINATION 1. This Sales Plan may not be terminated prior to the end of the Sales Plan, except upon direction by Seller or by notice from Bear Stearns that Bear Stearns, in its sole discretion, has determined that it is prohibited from continuing to operate as agent by a legal, contractual or regulatory restriction applicable to it or its affiliates. Any modification of this Sales Plan by Seller will be made in good faith and not as part of a scheme to evade the prohibitions of the Rule. In particular, subject to the Seller's right to terminate this Sales Plan, Seller agrees not to alter or modify this Sales Plan at any time that Seller is aware of any material non-public information about the Issuer or the Stock. E. LIMITATION OF LIABILITY 1. Notwithstanding any other provision hereof, neither Seller nor Bear Stearns shall be liable to the other for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or incidental damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God". 2. Seller has consulted with his own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Bear Stearns or any person affiliated with Bear Stearns in connection with, Seller's adoption and implementation of this Sales Plan. 3. Seller acknowledges and agrees that in performing his obligations hereunder neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller's assets, or exercising any authority or control respecting management or disposition of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 7 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller's assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any "investment advice" within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller's assets. 4. Seller agrees to indemnify and hold harmless Bear Stearns and its officers, directors, employees, agents and affiliates from and against any losses, liabilities, claims, damages and expenses including but not limited to reasonable attorneys' fees and the costs of investigating or defending any matter, arising out of or incurred in connection with this Sales Plan ("Losses"), except to the extent Losses are found in a final award or judgment by an arbitrator or court of competent jurisdiction (not subject to further appeal) to have resulted from gross negligence or willful misconduct on the part of Bear Stearns. F. AGREEMENT TO ARBITRATE 1. Seller and Bear Stearns have agreed pursuant to a customer agreement that disputes arising out of this Sales Plan shall be determined by arbitration. 2. Bear Stearns and Seller agree that the arbitration provisions of the customer agreement are incorporated by reference herein. G. GENERAL 1. Seller and Bear Stearns acknowledge and agree that Bear Stearns is acting as agent and custodian for Seller in connection with this Sales Plan and that Seller is a "customer" of Bear Stearns within the meaning of Section 741(2) of Title 11 of the United States Code (the "Bankruptcy Code"). Seller and Bear Stearns further acknowledge and agree that this Sales Plan is a "securities contract," as such term is defined in Section 741(7) of the Bankruptcy Code, entitled to the protections of, among other sections, Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code. 2. This Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supercedes any prior agreements or understandings with regard to the Sales Plan. 3. This Sales Plan may be amended by Seller only upon the written consent of Bear Stearns and receipt by Bear Stearns of a certificate signed by Seller dated as of the date of such amendment certifying that Seller is not aware of 8 any material non-public information with respect to the Issuer; provided that the foregoing shall not apply in the case of termination under Section D. 4. All notices to Bear Stearns under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Jeffrey Lipman Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-2559 Fax: (973) 463-5453 Alan C. Greenberg Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: 212-272-4605 Fax: 917-849-3069 Jeffrey Mehl Bear, Stearns & Co. Inc. 383 Madison Ave. New York, NY 10179 Phone: 212-272-4600 Fax: 917-849-3069 Jim Hubbert Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-8059 Fax: (917) 849-0456 5. All notices to the Seller under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Charles F. Dolan 2001 Family Trust fbo Patrick F. Dolan c/o William A. Frewin Dolan Family Office 9 340 Crossways Park Drive Woodbury, NY 11797 Telephone: (516) 803-9200 Fax: (516) 364-4592 E-Mail:bfrewin@cablevision.com Elizabeth Pagel Serebransky Debevoise & Plimpton LLP 919 Third Ave. New York, NY 10010 Telephone: (212) 909-6785 Fax: (212) 521-7785 E-Mail:epagel@debevoise.com 6. All notices to the Issuer under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Victoria Salhus, Esq. Cablevision Systems Corporation Address:1111 Stewart Ave. Bethpage, NY 11714- 3581 Telephone: (516) 803- 2570 Fax: (516) 803-2577 E-Mail:vsalhus@cablevision.com Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 7. Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 8. This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 9. If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect. 10 10. This Sales Plan, and all transactions contemplated hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. This Sales Plan may be modified or amended only by a writing signed by the parties hereto. 11 NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS F.1 AND F.2. IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above. /s/ Lawrence J. Dolan ----------------------------------------------------- Lawrence J. Dolan, Trustee /s/ Helen A. Dolan ----------------------------------------------------- Helen A. Dolan, Trustee Bear, Stearns & Co. Inc. /s/ Melissa Hochman for Jeff Lipman ----------------------------------- Name: Melissa Hochman for Jeff Lipman Title: Associate Director (for Senior Managing Director) 12 ANNEX A: ADJUSTMENT OF MINIMUM SALE PRICE FOLLOWING THE RAINBOW SPINOFF Assumptions: Minimum Sale Price prior to the Rainbow Spinoff = $25 per share of Stock Closing price of share of Stock on Spinco Trading Day = $18 Closing price of share of Spinco Stock on Spinco Trading Day = $12 Number of Shares of Spinco Stock received per share of Stock in Rainbow Spinoff = 1/2 Minimum Sale Price = $25 x $18 = $18.75 ---------------------------- $18 + ($12 x 1/2) 13 ANNEX B: ADJUSTMENT OF MONTHLY SALE AMOUNT FOLLOWING THE RAINBOW SPINOFF Assumptions: Issuer Trading Price = $18 Spinco Trading Price = $12 Spinco Ratio = 1/2 Monthly Sale Amount = 100,000 Post Spin-off Monthly Sale Amount = 100,000 x $18 + ($12 x 1/2) = 133,000 ------------------------ $18 14 SCHEDULE A STOCK SALE SCHEDULE Name of Seller: CFD 2001 Family Trust (fbo Patrick) Name of Issuer:: Cablevision Systems Corporation
NUMBER SHARES OF STOCK AUTHORIZED SALE MONTH TO BE SOLD (MONTHLY SALE AMOUNT) - ---------- -------------------------------- May 2004 28,000 June 2004 28,000 July 2004 24,000 August 2004 24,000 September 2004 28,000 October 2004 28,000 November 2004 28,000 December 2004 28,000 January 2005 28,000 February 2005 32,000 March 2005 28,000 April 2005 24,000 May 2005 *** June 2005 *** July 2005 *** August 2005 *** September 2005 *** October 2005 ***
Maximum number of shares of Stock that may be sold under this Sales Plan: 328,000 ***Any Monthly Sales Amount shares that are rolled over in accordance with Section C.3.(a) of this Sales Plan and are not sold prior to May 2005, shall be sold during these additional Sale Months in accordance with the terms of the Sales Plan, until all such shares subject to this Sales Plan are sold. 15 EXHIBIT A ISSUER REPRESENTATION 1. Cablevision Systems Corporation (the "Issuer") represents that it has reviewed the Sales Plan dated _______ __, 2004 (the "Sales Plan") between [name ] ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns") relating to the common stock, par value $____ per share of the Issuer (the "Stock"), and the Sales Plan does not violate the Issuer's insider trading restrictions. Dated: ____________ __, 2004 Cablevision Systems Corporation By: ________________________________________ [Name and title of authorized officer] 16 EXHIBIT B SELLER REPRESENTATION LETTER Bear, Stearns & Co. Inc. Bear, Stearns Securities Corp. 383 Madison Avenue New York, NY 10179 Attention: Legal Department Re: Name of Issuer: ____ Class of Stock: ___________ Number of Shares to Be Sold: Account Number: _________________ Gentlemen: We have requested that you sell the above-captioned securities pursuant to a sales plan (the "Sales Plan") as broker for our account in the manner permitted by Rule 144 (the "Rule") under the Securities Act of 1933. In connection with this request, we hereby make the following representations to the issuer, issuer's counsel, and issuer's transfer agent. 1. We have been the beneficial owner of the securities, which were acquired and fully paid for, for a period of not less than one year preceding the date of this representation, as required by Rule 144. 2. The sale of the shares of the above-captioned securities in accordance with the terms of the Sales Plan, together with any other sales of such securities by us and by any person or entity whose sales are required by Rule 144 to be aggregated with ours during the three months preceding such sales under the Sales Plan will not exceed the greater of 1% of the shares outstanding; or the average weekly reported trading volume in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of the applicable Form 144. 3. We have not made and will not make any payment to any other person in connection with any execution you may effect on our order; and have not, and will not pay to Bear, Stearns Securities Corp. any more than the usual and customary broker's commission; and we have not solicited or arranged and will not solicit or arrange for the solicitation of orders to buy in anticipation of or in connection with the proposed sale pursuant to such order. We have advised and will advise you of any open sell orders in the above captioned securities with any other broker or bank pending completion of this order. 4. This order is not part of a distribution of any securities on our behalf, and we are not an underwriter with respect to these securities. We agree not to take, and agree to cause any person or entity with whom we would be required to aggregate sales of Stock 17 under Rule 144 not to take, any action that would cause any sales pursuant to the Sales Plan not to comply with Rule 144. 5. Bear Stearns has/will file(d), pursuant to the terms of the Sales Plan, on Form 144 three executed notices of proposed sale with the Securities and Exchange Commission and one with the principal national securities exchange on which the captioned issue is traded, if applicable. 6. We have a bona fide intention to sell these securities within a reasonable time from the filing of such Form 144, pursuant to the terms of the Sales Plan. 7. We hereby authorize Bear, Stearns Securities Corp. and its agents and representatives to make any inquiry of the issuer, issuer's counsel, and issuer's transfer agent that you may deem advisable in connection with the proposed sale of these securities. 8. We understand that our order may be accepted by you subject to your investigation as to whether such proposed sale, if executed, will comply with the Rule and policies of Bear, Stearns Securities Corp. 9. We understand that it may be necessary for the issuer of these securities to supply a letter to you certifying that such issuer has filed with the Securities and Exchange Commission all reports and statements required to be filed by such issuer within the past twelve (12) months. We agree to use our best efforts to see that said issuer supplies said letter if deemed necessary by Bear, Stearns Securities Corp. 10. We understand that Bear, Stearns Securities Corp. will, if our order to sell is accepted, act as no more than our agent or as a market maker as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934 for the sale of these securities; and that we will receive the proceeds of any sale only if and when the shares sold are received by Bear, Stearns Securities Corp. in good deliverable form.. 11. We have not and will not enter into any arrangements with any other person or entity in respect of the sale of these securities. Very truly yours, By: ___________________________ [Name] Title: Trustee Date: ______________________ 18 EX-99.12 6 y94884a1exv99w12.txt SALES PLAN: 2001 TRUST FBO KATHLEEN M. DOLAN Exhibit 12 FINAL SALES PLAN Sales Plan dated April 7, 2004 (this "Sales Plan") between Charles F. Dolan 2001 Family Trust fbo Kathleen M. Dolan ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns"), acting as agent. A. RECITALS 1. This Sales Plan is entered into between Seller and Bear Stearns as the Seller's adoption of a written plan for trading securities that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller's holdings of the Class A common stock, $0.01 par value per share of Cablevision Systems Corporation (the "Stock" and the "Issuer" as the case may be), consisting of Stock that Seller acquired as set forth in Section B.10 below. This Sales Plan may also include shares of Spinco Stock, as that term is defined in Section C.3.(d) herein, that may be issued, to the Seller during the duration of this Sales Plan. B. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS 1. As of the date on which Seller executed this Sales Plan, Seller was not aware of any material nonpublic information concerning the Issuer or its securities or of Rainbow Spinco, as defined in Section C.3.(d) herein. Seller entered into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. 2. The securities to be sold under this Sales Plan are owned free and clear or will be held free and clear by Seller upon Issuance and/or conversion and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the "Securities Act"). Bear Stearns acknowledges that the Stock to be sold under this Sales Plan will be acquired by the Seller upon conversion of shares of Class B common stock of Issuer currently owned by Seller and that the Spinco Stock contemplated by the Sales Plan may be issued to Seller during the duration of this Sales Plan as outlined herein. 1 3. Seller agrees to provide Bear Stearns with a certificate dated as of the date hereof and signed by the Issuer substantially in the form of Exhibit A hereto prior to commencement of sales of Stock or Spinco Stock pursuant to this Sales Plan. 4. Seller agrees to complete, execute and deliver to Bear Stearns a seller's representation letter dated as of the date hereof substantially in the form of Exhibit B hereto prior to the commencement of sales of Stock or Spinco Stock pursuant to this Sales Plan. 5. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller. 6. Seller agrees that until this Sales Plan has been terminated he shall, upon written request from Bear Stearns delivered to Seller from time to time, provide such information as is reasonably requested to confirm that sales under the Sales Plan are in compliance with Rule 144 or Rule 145. 7. Seller agrees that he shall not, directly or indirectly, communicate any information relating to the Stock, Issuer, or the Rainbow Spinco to any employee of Bear Stearns or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while the Sales Plan is in effect. 8. (a) Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller. Bear Stearns shall, pursuant to Section G.5., notify Seller by facsimile, e-mail or telephone of any sales of Stock or Spinco Stock made pursuant to this Sales Plan no later than the next business day. (b) Seller agrees that he shall in connection with the performance of this Sales Plan comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (c) Seller acknowledges that Seller is deemed an insider (generally classified as an officer, director or 10% shareholder) of the Issuer. 9. (a) Seller represents and warrants that Seller acquired the Class B common stock of the Issuer over two years ago and that such shares are currently convertible into Class A common stock. Seller further represents and warrants that the Class A common stock to be sold pursuant to this Sales Plan may be sold in compliance with Rule 144 upon conversion. 2 Furthermore, Seller represents and warrants that the shares of Spinco Stock contemplated by this Sales Plan may be sold under Rule 144 upon issuance. (b) Seller agrees not to take, and agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock or Spinco Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144. (c) Bear Stearns agrees to file Forms 144 for the sales to be effected under this Sales Plan at such times as Seller may be required or permitted by applicable law. (1) (d) Bear Stearns agrees to conduct all sales pursuant to this Sales Plan in accordance with whatever provisions of Rule 144 or Rule 145 are applicable, including, but not limited to, the manner of sale requirement of Rule 144 of the Securities Act, and in no event shall Bear Stearns effect any sale if such sale would exceed the then-applicable volume limitation under Rule 144, assuming that, unless Bear Stearns shall be notified otherwise by Seller or the Issuer, in a timely manner, the sales to be made by Bear Stearns under this Sales Plan (together with Sales made under the Sales Plans, dated as of the date hereof, between each of Charles F. Dolan, CFD Trust #10, Charles F. Dolan 2001 Family Trust fbo Deborah Dolan-Sweeney, Charles F. Dolan 2001 Family Trust fbo Patrick F. Dolan and Charles F. Dolan 2001 Family Trust fbo Marianne Dolan Weber (the "Other Sellers") and Bear Stearns (the "Aggregated Sales Plans") are the only sales subject to such limitation. Bear Stearns agrees that not more than an aggregate of 250,000 shares of Stock, which may be adjusted as provided in Section C.3.d herein (and in the Aggregated Sales Plans) and, for sales after the Rainbow Spinoff, increased by the amount that the Monthly Sale Amount will be increased as set forth in Section C.3.d. herein and in the Aggregated Sales Plans, may be sold pursuant to this Sales Plan and the Aggregated Sales Plans during any 30 day period. Seller hereby understands and agrees that Bear Stearns shall not be liable for any failure by the Seller or Issuer to timely inform Bear Stearns of any sales by the Seller or by any individuals or entities that Seller must aggregate with if Bear Stearns fails to receive such information prior to executing sales under this Plan. - ------------------ (1) The Seller's representation on the Forms 144 regarding Seller's knowledge of material information regarding the Issuer may be made as of the date the Sales Plan is adopted. The "Remarks" section of each Form 144 should state that the sale is being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c) and indicate the later of the date the Sales Plan was adopted or was most recently amended and that the representation is made as of such date. 3 10. Seller shall maintain in its account at Bear Stearns a sufficient number of shares to cover all sales contemplated by this Sales Plan together with stock powers and other necessary transfer documentation. Upon the request of Bear Stearns, Seller shall provide Bear Stearns with additional Forms 144 and other documentation necessary to carry out sales of Stock and Spinco stock under this Sales Plan. C. IMPLEMENTATION OF THE PLAN 1. Seller hereby appoints Bear Stearns to sell shares of Stock pursuant to the terms and conditions set forth below and on Schedule A hereto. Subject to such terms and conditions, Bear Stearns hereby accepts such appointment. 2. Bear Stearns is authorized to begin selling Stock and Spinco Stock pursuant to this Sales Plan commencing on May 1, 2004 and ending on the earliest of October 31, 2005, or two business days after receipt of notice of death of Seller or of the commencement of any proceedings in respect of or triggered by the Seller's bankruptcy or insolvency, or the date on which the maximum number of shares of Stock and Spinco Stock, authorized to be sold under this Sales Plan, as set forth on Schedule A, have been sold. 3. (a) Subject to the terms and conditions of this Sales Plan, commencing on May 1, 2004, Bear Stearns may sell with time, price and amount discretion by Alan C. Greenberg, Jeffrey Mehl or another successor registered representative designated by Bear Stearns, a total of 300,000 shares of Stock (the "Sale Amount"). Subject to the terms and conditions of this Sales Plan, Bear Stearns shall sell the number of shares of Stock during each calendar month (each, a "Sale Month") as set forth on Schedule A (the "Monthly Sale Amount"). For any sales pursuant to this Sales Plan prior to the Rainbow Spinoff (as defined below ), the Monthly Sale Amount may be sold on any day that the principal market in which the Stock trades is open (each such day a "Sale Day"), at a gross price before deduction of commissions or mark-down of at least $22.00 per share ("Minimum Sale Price"). For sales made pursuant to this Sales Plan after the Rainbow Spinoff, the Monthly Sale Amount may be sold on any Sale Day at a gross price before deduction of commissions or mark-down equal to at least the Aggregate Minimum Sale Price (as defined in Section C.3.d). Any of the Monthly Sale Amount either before or after the Rainbow Spinoff, not sold during a Sale Month shall be rolled over and sold on the next Sale Day that such shares of Stock or Spinco Stock may be sold in compliance with this Sales Plan, at the then applicable Sales Price. 4 Bear Stearns recognizes that the Seller does not want to file an inordinate number of Form 4's during any month and shall consider this desire as one factor among many in the course of exercising time, price and amount discretion over the sales. (b) Subject to the Minimum Sale Price and the other applicable provisions of this Sales Plan, Bear Stearns shall sell the Sale Amount on each Sale Day during the applicable month under ordinary principles of best execution. (c) The Seller agrees to pay Bear Stearns the commission set forth in the letter from Bear Stearns to the Seller and the Other Sellers (the "Fee Letter"). Bear Stearns will deduct its commission, the standard Securities and Exchange Commission fee, and any regulatory or transfer taxes from the proceeds of any sale of Stock or Spinco Stock under this Sales Plan. (d) The Monthly Sale Amount and any other applicable provisions of the Sales Plan shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any similar transaction with respect to the Issuer's stock or Spinco Stock that occurs during the Sales Plan. In October 2003, the Issuer announced that its board of directors had approved an amended plan to spin-off the Issuer's recently launched satellite service, Rainbow DBS and three of Rainbow Media's national entertainment services - AMC, the Independent Film Channel and WE: Women's Entertainment - their subsidiaries, and certain other Rainbow businesses (the "Rainbow Spinoff") which, if completed will result in the formation of a new entity, referred to herein as "Rainbow Spinco." In the event the Rainbow Spinoff is completed, this Sales Plan shall be adjusted to cover the number of shares of stock of Rainbow Spinco (the "Spinco Stock") received by Seller in respect of the Stock subject to the Sales Plan at the time of the Rainbow Spinoff. Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, the Minimum Sale Price, as defined above, shall be adjusted such that the aggregate gross sale prices before the deduction of commissions or markdowns of one share of Stock plus the number of shares of Spinco Stock received by Seller in respect of one share of Stock in the Rainbow Spinoff shall equal the Minimum Sale Price per share of Stock immediately prior to the Rainbow Spinoff (such adjusted Minimum Sale Price, the "Aggregate Minimum Sale Price"). Sales under the Aggregate Minimum Sales Price shall not take place until the first full Spinco Stock trading day has been completed (9:30 a.m. EST through 4:00 p.m. EST). NOTE: Please see Annex A for an example of the calculation for adjusting the Minimum Sale Price in accordance with this section. 5 Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, no shares of Stock of the Issuer may be sold pursuant to this Sales Plan unless the number of shares of Spinco Stock received in respect of such shares are sold on the same day and no shares of Rainbow Spinco may be sold pursuant to the Sales Plan unless the number of shares of Issuer Stock in respect of which such shares of Rainbow Spinco were received are sold on the same day. In the event that shares of Stock are sold pursuant to this Sales Plan, but Bear Stearns is unable to complete a sale of the accompanying Spinco Stock on the same day in accordance with this Sales Plan, then such shares of Spinco Stock shall be sold as soon as is reasonably practicable, provided that the Aggregate Minimum Sale Price is met with respect to such sale. In the event that shares of Spinco Stock are sold pursuant to this Sales Plan, but Bear Stearns is unable to complete a sale of the accompanying Stock on the same day in accordance with this Sales Plan, then such shares of Stock shall be sold as soon as is reasonably practicable, provided that the Aggregate Minimum Sale Price is met with respect to such sale. Furthermore, Shares of Stock of the Issuer and shares of Spinco Stock may only be sold if the Aggregate Minimum Sale Price is met. (e) Seller understands that Bear Stearns may not be able to effect a sale due to a market disruption or a legal, regulatory or contractual restriction applicable to Bear Stearns or any other event or circumstance (a "Blackout"). Seller also understands that even in the absence of a Blackout, Bear Stearns may be unable to effect sales consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock or Spinco Stock to reach and sustain a limit order price, or other market factors in effect on the date of a sale. (f) Seller and Bear Stearns agree that if Issuer enters into a transaction that results, in Issuer's good faith determination, in the imposition of trading restrictions on the Seller, such as a pooling-of-interests transaction or stock offering requiring an affiliate lock-up ("Issuer Restriction"), and if Issuer shall provide Broker at least three (3) days' prior written notice signed by Issuer and Seller and confirmed by telephone of such trading restrictions (Attn: Jeffrey Lipman, Tel No.: (212) 272-2559, Fax No.: (973) 463-5453; and Jim Hubbert, Tel No.: (212) 272-8059, Fax No.: (917) 849-0456, then Bear Stearns will cease effecting sales under this Sales Plan until notified in writing by Issuer that such restrictions have terminated. Bear Stearns shall resume effecting Sales in accordance with this Sales Plan as soon as practicable after the cessation or termination of a Blackout or receipt of the notice as set forth in the preceding sentence that the Issuer Restriction has ended. Any unfilled sales that are not executed due to the existence of a Blackout or Issuer Restriction shall be effected pursuant to this Sales Plan on the next Sale Day that such shares of Stock or Spinco Stock may be sold in compliance with this Sales Plan. 6 4. To the extent that any Stock or Spinco Stock remains in the Seller's account after the end of, or upon termination of this Sales Plan, Bear Stearns agrees to return such Stock and Spinco Stock promptly to the Issuer's transfer agent for relegending to the extent that such Stock and Spinco Stock would then be subject to transfer restrictions in the hands of the Seller or otherwise to be put in such name as directed by Seller. 5. Subject to the parameters specified in Section C(3) above, and in each such case, subject to the manner of sale requirement of Rule 144 being satisfied as provided in Section B(10)(d), sales of the Stock and Spinco Stock may be effected, in whole or in part, on an agency basis or, if Bear Stearns is a market maker in the Stock at the time that any sale is to be made under this Sales Plan, Bear Stearns may, in its sole discretion, effect one or more sales on a principal basis commensurate with all regulatory requirements regarding best execution practices. 6. Seller acknowledges and agrees that he does not have authority, influence or control over any sales of Stock and Spinco Stock effected by Bear Stearns pursuant to this Sales Plan, and will not attempt to exercise any authority, influence or control over such sales. D. TERMINATION 1. This Sales Plan may not be terminated prior to the end of the Sales Plan, except upon direction by Seller or by notice from Bear Stearns that Bear Stearns, in its sole discretion, has determined that it is prohibited from continuing to operate as agent by a legal, contractual or regulatory restriction applicable to it or its affiliates. Any modification of this Sales Plan by Seller will be made in good faith and not as part of a scheme to evade the prohibitions of the Rule. In particular, subject to the Seller's right to terminate this Sales Plan, Seller agrees not to alter or modify this Sales Plan at any time that Seller is aware of any material non-public information about the Issuer, the Stock, the Spinco Stock, or the Rainbow Spinco. E. LIMITATION OF LIABILITY 1. Notwithstanding any other provision hereof, neither Seller nor Bear Stearns shall be liable to the other for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or incidental damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its 7 reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God". 2. Seller has consulted with his own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Bear Stearns or any person affiliated with Bear Stearns in connection with, Seller's adoption and implementation of this Sales Plan. 3. Seller acknowledges and agrees that in performing his obligations hereunder neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller's assets, or exercising any authority or control respecting management or disposition of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller's assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any "investment advice" within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller's assets. 4. Seller agrees to indemnify and hold harmless Bear Stearns and its officers, directors, employees, agents and affiliates from and against any losses, liabilities, claims, damages and expenses including but not limited to reasonable attorneys' fees and the costs of investigating or defending any matter, arising out of or incurred in connection with this Sales Plan ("Losses"), except to the extent Losses are found in a final award or judgment by an arbitrator or court of competent jurisdiction (not subject to further appeal) to have resulted from gross negligence or willful misconduct on the part of Bear Stearns. F. AGREEMENT TO ARBITRATE 1. Seller and Bear Stearns have agreed pursuant to a customer agreement that disputes arising out of, this Sales Plan shall be determined by arbitration. 2. Bear Stearns and Seller agree that the arbitration provisions of the customer agreement are incorporated by reference herein. G. GENERAL 8 1. Seller and Bear Stearns acknowledge and agree that Bear Stearns is acting as agent and custodian for Seller in connection with this Sales Plan and that Seller is a "customer" of Bear Stearns within the meaning of Section 741(2) of Title 11 of the United States Code (the "Bankruptcy Code"). Seller and Bear Stearns further acknowledge and agree that this Sales Plan is a "securities contract," as such term is defined in Section 741(7) of the Bankruptcy Code, entitled to the protections of, among other sections, Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code. 2. This Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supercedes any prior agreements or understandings with regard to the Sales Plan. 3. This Sales Plan may be amended by Seller only upon the written consent of Bear Stearns and receipt by Bear Stearns of a certificate signed by Seller dated as of the date of such amendment certifying that Seller is not aware of any material non-public information with respect to the Issuer; provided that the foregoing shall not apply in the case of termination under Section D. 4. All notices to Bear Stearns under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Jeffrey Lipman Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-2559 Fax: (973) 463-5453 Alan C. Greenberg Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: 212-272-4605 Fax: 917-849-3069 Jeffrey Mehl Bear, Stearns & Co. Inc. 383 Madison Ave. New York, NY 10179 Phone: 212-272-4600 Fax: 917-849-3069 9 Jim Hubbert Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-8059 Fax: (917) 849-0456 5. All notices to the Seller under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Charles F. Dolan 2001 Trust fbo Kathleen M. Dolan c/o William A. Frewin Dolan Family Office 340 Crossways Park Drive Woodbury, NY 11797 Telephone: (516) 803-9200 Fax: (516) 364-4592 E-Mail:bfrewin@cablevision.com Elizabeth Pagel Serebransky Debevoise & Plimpton LLP 919 Third Ave. New York, NY 10010 Telephone: (212) 909-6785 Fax: (212) 521-7785 E-Mail:epagel@debevoise.com 6. All notices to the Issuer under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Victoria Salhus, Esq. Cablevision Systems Corporation Address:1111 Stewart Ave. Bethpage, NY 11714- 3581 Telephone: (516) 803- 2570 Fax: (516) 803-2577 E-Mail:vsalhus@cablevision.com 10 Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 7. Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 8. This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 9. If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect. 10. This Sales Plan, and all transactions contemplated hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. This Sales Plan may be modified or amended only by a writing signed by the parties hereto. 11 NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS F.1 AND F.2. IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above. /s/ Lawrence J. Dolan -------------------------------------- Lawrence J. Dolan, Trustee /s/ Helen A. Dolan -------------------------------------- Helen A. Dolan, Trustee Bear, Stearns & Co. Inc. /s/ Melissa Hochman for Jeff Lipman -------------------------------------- Name: Melissa Hochman for Jeff LIpman Title: Associate Director (for Senior Managing Director) 12 ANNEX A: ADJUSTMENT OF MINIMUM SALE PRICE FOLLOWING THE RAINBOW SPINOFF Assumptions: Minimum Sale Price prior to the Rainbow Spinoff = $22 per share of Stock Number of shares of Spinco Stock received for each share of Stock = 1/2 Aggregated sale price for 1 share of Stock + 1/2 share of Spinco Stock = $22 13 SCHEDULE A STOCK SALE SCHEDULE Name of Seller: CFD 2001 Family Trust (fbo Kathleen) Name of Issuer:: Cablevision Systems Corporation
NUMBER SHARES OF STOCK AUTHORIZED TO BE SOLD SALE MONTH (MONTHLY SALE AMOUNT) - ------------------ ---------------------- May 2004 16,000 June 2004 16,000 July 2004 12,000 August 2004 24,000 September 2004 28,000 October 2004 28,000 November 2004 28,000 December 2004 28,000 January 2005 28,000 February 2005 28,000 March 2005 28,000 April 2005 36,000 May 2005 *** June 2005 *** July 2005 *** August 2005 *** September 2005 *** October 2005 ***
Maximum number of shares of Stock that may be sold under this Sales Plan: 300,000 ***Any Monthly Sales Amount shares that are rolled over in accordance with Section C.3.(a) of this Sales Plan and are not sold prior to May 2005, shall be sold during these additional Sale Months in accordance with the terms of the Sales Plan, until all such shares subject to this Sales Plan are sold. 14 EXHIBIT A ISSUER REPRESENTATION 1. Cablevision Systems Corporation (the "Issuer") represents that it has reviewed the Sales Plan dated _______ __, 2004 (the "Sales Plan") between [name ] ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns") relating to the common stock, par value $____ per share of the Issuer (the "Stock"), and the Sales Plan does not violate the Issuer's insider trading restrictions. Dated: ____________ __, 2004 Cablevision Systems Corporation By:_______________________________________ [Name and title of authorized officer] 15 EXHIBIT B SELLER REPRESENTATION LETTER Bear, Stearns & Co. Inc. Bear, Stearns Securities Corp. 383 Madison Avenue New York, NY 10179 Attention: Legal Department Re: Name of Issuer: ____________________ Class of Stock: ____________________ Number of Shares to Be Sold___________ Account Number: ___________________ Gentlemen: We have requested that you sell the above-captioned securities pursuant to a sales plan (the "Sales Plan") as broker for our account in the manner permitted by Rule 144 (the "Rule") under the Securities Act of 1933. In connection with this request, we hereby make the following representations to the issuer, issuer's counsel, and issuer's transfer agent. 1. We have been the beneficial owner of the securities, which were acquired and fully paid for, for a period of not less than one year preceding the date of this representation, as required by Rule 144. 2. The sale of the shares of the above-captioned securities in accordance with the terms of the Sales Plan, together with any other sales of such securities by us and by any person or entity whose sales are required by Rule 144 to be aggregated with ours during the three months preceding such sales under the Sales Plan will not exceed the greater of 1% of the shares outstanding; or the average weekly reported trading volume in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of the applicable Form 144. 3. We have not made and will not make any payment to any other person in connection with any execution you may effect on our order; and have not, and will not pay to Bear, Stearns Securities Corp. any more than the usual and customary broker's commission; and we have not solicited or arranged and will not solicit or arrange for the solicitation of orders to buy in anticipation of or in connection with the proposed sale pursuant to such order. We have advised and will advise you of any open sell orders in the above captioned securities with any other broker or bank pending completion of this order. 4. This order is not part of a distribution of any securities on our behalf, and we are not an underwriter with respect to these securities. We agree not to take, and agree to cause any person or entity with whom we would be required to aggregate sales of Stock 16 under Rule 144 not to take, any action that would cause any sales pursuant to the Sales Plan not to comply with Rule 144. 5. Bear Stearns has/will file(d), pursuant to the terms of the Sales Plan, on Form 144 three executed notices of proposed sale with the Securities and Exchange Commission and one with the principal national securities exchange on which the captioned issue is traded, if applicable. 6. We have a bona fide intention to sell these securities within a reasonable time from the filing of such Form 144, pursuant to the terms of the Sales Plan. 7. We hereby authorize Bear, Stearns Securities Corp. and its agents and representatives to make any inquiry of the issuer, issuer's counsel, and issuer's transfer agent that you may deem advisable in connection with the proposed sale of these securities. 8. We understand that our order may be accepted by you subject to your investigation as to whether such proposed sale, if executed, will comply with the Rule and policies of Bear, Stearns Securities Corp. 9. We understand that it may be necessary for the issuer of these securities to supply a letter to you certifying that such issuer has filed with the Securities and Exchange Commission all reports and statements required to be filed by such issuer within the past twelve (12) months. We agree to use our best efforts to see that said issuer supplies said letter if deemed necessary by Bear, Stearns Securities Corp. 10. We understand that Bear, Stearns Securities Corp. will, if our order to sell is accepted, act as no more than our agent or as a market maker as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934 for the sale of these securities; and that we will receive the proceeds of any sale only if and when the shares sold are received by Bear, Stearns Securities Corp. in good deliverable form.. 11. We have not and will not enter into any arrangements with any other person or entity in respect of the sale of these securities. Very truly yours, By_____________________ Title: Trustee By: ___________________ Title: Trustee 17 EX-99.13 7 y94884a1exv99w13.txt SALES PLAN: 2001 TRUST FBO MARIANNE DOLAN WEBER Exhibit 13 FINAL SALES PLAN Sales Plan dated April 7, 2004 (this "Sales Plan") between Charles F. Dolan 2001 Family Trust fbo Marianne Dolan Weber ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns"), acting as agent. A. RECITALS 1. This Sales Plan is entered into between Seller and Bear Stearns as the Seller's adoption of a written plan for trading securities that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller's holdings of the Class A common stock, $0.01 par value per share of Cablevision Systems Corporation (the "Stock" and the "Issuer" as the case may be), consisting of Stock that Seller acquired as set forth in Section B.10 below. B. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS 1. As of the date on which Seller executed this Sales Plan, Seller was not aware of any material nonpublic information concerning the Issuer or its securities. Seller entered into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. 2. The securities to be sold under this Sales Plan are owned free and clear by Seller and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the "Securities Act"). Bear Stearns acknowledges that the Stock to be sold under this Sales Plan will be acquired by the Seller upon conversion of shares of Class B Common Stock of Issuer currently owned by Seller. 3. Seller agrees to provide Bear Stearns with a certificate dated as of the date hereof and signed by the Issuer substantially in the form of Exhibit A hereto prior to commencement of sales of Stock pursuant to this Sales Plan. 4. Seller agrees to complete, execute and deliver to Bear Stearns a seller's representation letter dated as of the date hereof substantially in the form of 1 Exhibit B hereto prior to the commencement of sales of Stock pursuant to this Sales Plan. 5. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller. 6. Seller agrees that until this Sales Plan has been terminated he shall, upon written request from Bear Stearns delivered to Seller from time to time, provide such information as is reasonably requested to confirm that sales under the Sales Plan are in compliance with Rule 144 or Rule 145. 7. Seller agrees that he shall not, directly or indirectly, communicate any information relating to the Stock or the Issuer to any employee of Bear Stearns or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while the Sales Plan is in effect. 8. (a) Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller. Bear Stearns shall, pursuant to Section G.5., notify Seller by facsimile, e-mail or telephone of any sales of Stock made pursuant to this Sales Plan no later than the next business day. (b) Seller agrees that he shall in connection with the performance of this Sales Plan comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (c) Seller acknowledges that Seller is deemed an insider (generally classified as an officer, director or 10% shareholder) of the Issuer. 9. (a) Seller represents and warrants that Seller acquired the Class B common stock over two years ago and that such shares are currently convertible into Class A common stock. Seller further represents and warrants that the Class A common stock to be sold pursuant to this Sales Plan may be sold in compliance with Rule 144 upon conversion. (b) Seller agrees not to take, and agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144. 2 (c) Bear Stearns agrees to file Forms 144 for the sales to be effected under this Sales Plan at such times as Seller may be required or permitted by applicable law. (1) (d) Bear Stearns agrees to conduct all sales pursuant to this Sales Plan in accordance with whatever provisions of Rule 144 or Rule 145 are applicable, including, but not limited to, the manner of sale requirement of Rule 144 of the Securities Act, and in no event shall Bear Stearns effect any sale if such sale would exceed the then-applicable volume limitation under Rule 144, assuming that, unless Bear Stearns shall be notified otherwise by Seller or the Issuer, in a timely manner, the sales to be made by Bear Stearns under this Sales Plan (together with Sales made under the Sales Plans, dated as of the date hereof, between each of Charles F. Dolan, CFD Trust #10, Charles F. Dolan 2001 Family Trust fbo Deborah A. Dolan-Sweeney, Charles F. Dolan 2001 Family Trust fbo Patrick F. Dolan and Charles F. Dolan 2001 Family Trust fbo Kathleen M. Dolan (the "Other Sellers") and Bear Stearns (the "Aggregated Sales Plans") are the only sales subject to such limitation. Bear Stearns agrees that not more than an aggregate of 250,000 shares of Stock, which such amount may be adjusted as provided in Section C.3.d herein (and in the Aggregated Sales Plans) and, for sales after the Rainbow Spinoff, increased by the Amount that the Monthly Sale Amount will be increased as set forth in Section C.3.d. herein and in the Aggregated Sales Plans may be sold pursuant to this Sales Plan and the Aggregated Sales Plan during any 30 day period. Seller hereby understands and agrees that Bear Stearns shall not be liable for any failure by the Seller or Issuer to timely inform Bear Stearns of any sales by Seller or by any individuals or entities that Seller must aggregate with or if Bear Stearns fails to receive such information prior to executing sales under this Plan. 10. Seller shall maintain in its account at Bear Stearns a sufficient number of shares to cover all sales contemplated by this Sales Plan together with stock powers and other necessary transfer documentation. Upon the request of Bear Stearns, Seller shall provide Bear Stearns with additional Forms 144 and other documentation necessary to carry out sales of Stock under this Sales Plan. C. IMPLEMENTATION OF THE PLAN - ------------------------ (1) The Seller's representation on the Forms 144 regarding Seller's knowledge of material information regarding the Issuer may be made as of the date the Sales Plan is adopted. The "Remarks" section of each Form 144 should state that the sale is being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c) and indicate the later of the date the Sales Plan was adopted or was most recently amended and that the representation is made as of such date. 3 1. Seller hereby appoints Bear Stearns to sell shares of Stock pursuant to the terms and conditions set forth below and on Schedule A hereto. Subject to such terms and conditions, Bear Stearns hereby accepts such appointment. 2. Bear Stearns is authorized to begin selling Stock pursuant to this Sales Plan commencing on May 1, 2004 and ending on the earliest of February 28, 2005 or two business days after receipt of notice of death of Seller or of the commencement of any proceedings in respect of or triggered by the Seller's bankruptcy or insolvency, or the date on which the maximum number of shares of Stock authorized to be sold under this Sales Plan, as set forth on Schedule A, have been sold. 3. (a) Subject to the terms and conditions of this Sales Plan, commencing on May 1, 2004, Bear Stearns may with time, price and amount discretion by Alan C. Greenberg, Jeffrey Mehl or another successor registered representative designated by Bear Stearns, a total of 48,000 shares of Stock (the "Sale Amount"). Subject to the terms and conditions of this Sales Plan, Bear Stearns shall sell the number of shares of Stock during each calendar month (each, a "Sale Month") as set forth on Schedule A (the "Monthly Sale Amount"). The Monthly Sale Amount may be sold on any day that the principal market in which the Stock trades is open (each such day a "Sale Day"), at a gross price before deduction of commissions or mark-down of at least $23.00 per share ("Minimum Sale Price") which such number may be adjusted pursuant to Section C.3.d below. Any Monthly Sale Amount shares not sold during a Sale Month shall be rolled over and sold on the next Sale Day that such shares of Stock may be sold in compliance with this Sales Plan. Bear Stearns recognizes that the Seller does not want to file an inordinate number of Form 4's during any month and shall consider this desire as one factor among many in the course of exercising time, price and amount discretion over the sales. (b) Subject to the Minimum Sale Price and the other applicable provisions of this Sales Plan, Bear Stearns shall sell the Sale Amount each Sale Day during the applicable month under ordinary principles of best execution. (c) The Seller agrees to pay Bear Stearns the commission set forth in the letter from Bear Stearns to the Seller and the Other Sellers (the "Fee Letter"). Bear Stearns will deduct its commission, the standard Securities and Exchange Commission fee, and any regulatory or transfer taxes from the proceeds of any sale of Stock under this Sales Plan. 4 (d) The Monthly Sale Amount and any other applicable provisions of the Sales Plan shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any similar transaction with respect to the Issuer's stock that occurs during the Sales Plan. In October 2003, the Issuer announced that its board of directors had approved an amended plan to spin-off the Issuer's recently launched satellite service, Rainbow DBS and three of Rainbow Media's national entertainment services - AMC, the Independent Film Channel and WE: Women's Entertainment - their subsidiaries, and certain other Rainbow businesses (the "Rainbow Spinoff") which, if completed will result in the formation of a new entity, referred to herein as "Rainbow Spinco." In the event the Rainbow Spinoff is completed, this Sales Plan shall continue to apply only to the Stock and shall not be adjusted to cover any shares of stock of Rainbow Spinco (the "Spinco Stock") received by Seller in respect of the Stock subject to the Sales Plan at the time of the Rainbow Spinoff. Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, the Minimum Sale Price shall be adjusted as follows: the Minimum Sale Price per share of Stock shall equal the Minimum Sale Price per share of Stock on the trading day immediately prior to the Rainbow Spinoff multiplied by a fraction, the numerator of which is the closing price of a share of Stock on the first day that Spinco Stock is publicly traded and the denominator of which is the sum of (x) the closing price of a share of Spinco Stock on the first day that Spinco Stock is publicly traded multiplied by the number of shares of Spinco Stock received in the Rainbow Spinoff in respect of a share of Stock plus (y) the closing price of a share of Stock on the first day that Spinco Stock is publicly traded rounded to the nearest whole cent. NOTE: Please see Annex A for an example of the calculation for adjusting the Minimum Sale Price in accordance with this section C.3.d. Sales under the adjusted Minimum Sales Price, shall not take place until the first full Spinco Stock trading day has been completed (9:30 a.m. EST through 4:00 p.m. EST). (e) Seller understands that Bear Stearns may not be able to effect a sale due to a market disruption or a legal, regulatory or contractual restriction applicable to Bear Stearns or any other event or circumstance (a "Blackout"). Seller also understands that even in the absence of a Blackout, Bear Stearns may be unable to effect sales consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the date of a sale. (f) Seller and Bear Stearns agree that if Issuer enters into a transaction that results, in Issuer's good faith determination, in the imposition of trading 5 restrictions on the Seller, such as a pooling-of-interests transaction or stock offering requiring an affiliate lock-up ("Issuer Restriction"), and if Issuer shall provide Broker at least three (3) days' prior written notice signed by Issuer and Seller and confirmed by telephone of such trading restrictions (Attn: Jeffrey Lipman, Tel No.: (212) 272-2559, Fax No.: (973) 463-5453; and Jim Hubbert, Tel No.: (212) 272-8059, Fax No.: (917) 849-0456, then Bear Stearns will cease effecting sales under this Sales Plan until notified in writing by Issuer that such restrictions have terminated. Bear Stearns shall resume effecting Sales in accordance with this Sales Plan as soon as practicable after the cessation or termination of a Blackout or receipt of the notice as set forth in the preceding sentence that the Issuer Restriction has ended. Any unfilled sales that are not executed due to the existence of a Blackout or Issuer Restriction shall be effected pursuant to this Sales Plan on the next Sale Day that such shares of Stock may be sold in compliance with this Sales Plan. 4. To the extent that any Stock remains in the Seller's account after the end of, or upon termination of this Sales Plan, Bear Stearns agrees to return such Stock promptly to the Issuer's transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of the Seller or otherwise to be put in such name as directed by Seller. 5. Subject to the parameters specified in Section C(3) above, and in each such case, subject to the manner of sale requirement of Rule 144 being satisfied as provided in Section B(10)(d), sales of the Stock may be effected, in whole or in part, on an agency basis or, if Bear Stearns is a market maker in the Stock at the time that any sale is to be made under this Sales Plan, Bear Stearns may, in its sole discretion, effect one or more sales on a principal basis commensurate with all regulatory requirements regarding best execution practices. 6. Seller acknowledges and agrees that he does not have authority, influence or control over any sales of Stock effected by Bear Stearns pursuant to this Sales Plan, and will not attempt to exercise any authority, influence or control over such sales. D. TERMINATION 1. This Sales Plan may not be terminated prior to the end of the Sales Plan, except upon direction by Seller or by notice from Bear Stearns that Bear Stearns, in its sole discretion, has determined that it is prohibited from continuing to operate as agent by a legal, contractual or regulatory restriction applicable to it or its affiliates. Any modification of this Sales Plan by Seller will be made in good faith and not as part of a scheme to evade the prohibitions of the Rule. In particular, subject to the Seller's right to terminate this Sales Plan, Seller agrees not to alter or modify this Sales Plan at any time that Seller is aware of any material non-public information about the Issuer or the Stock. 6 E. LIMITATION OF LIABILITY 1. Notwithstanding any other provision hereof, neither Seller nor Bear Stearns shall be liable to the other for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or incidental damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God". 2. Seller has consulted with his own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Bear Stearns or any person affiliated with Bear Stearns in connection with, Seller's adoption and implementation of this Sales Plan. 3. Seller acknowledges and agrees that in performing his obligations hereunder neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller's assets, or exercising any authority or control respecting management or disposition of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller's assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any "investment advice" within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller's assets. 4. Seller agrees to indemnify and hold harmless Bear Stearns and its officers, directors, employees, agents and affiliates from and against any losses, liabilities, claims, damages and expenses including but not limited to reasonable attorneys' fees and the costs of investigating or defending any matter, arising out of or incurred in connection with this Sales Plan ("Losses"), except to the extent Losses are found in a final award or judgment by an arbitrator or court of competent jurisdiction (not subject to further appeal) to have resulted from gross negligence or willful misconduct on the part of Bear Stearns. 7 F. AGREEMENT TO ARBITRATE 1. Seller and Bear Stearns have agreed pursuant to a customer agreement that disputes arising out of this Sales Plan shall be determined by arbitration. 2. Bear Stearns and Seller agree that the arbitration provisions of the customer agreement are incorporated by reference herein. G. GENERAL 1. Seller and Bear Stearns acknowledge and agree that Bear Stearns is acting as agent and custodian for Seller in connection with this Sales Plan and that Seller is a "customer" of Bear Stearns within the meaning of Section 741(2) of Title 11 of the United States Code (the "Bankruptcy Code"). Seller and Bear Stearns further acknowledge and agree that this Sales Plan is a "securities contract," as such term is defined in Section 741(7) of the Bankruptcy Code, entitled to the protections of, among other sections, Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code. 2. This Sales Plan, constitutes the entire agreement between the parties with respect to this Sales Plan and supercedes any prior agreements or understandings with regard to the Sales Plan. 3. This Sales Plan may be amended by Seller only upon the written consent of Bear Stearns and receipt by Bear Stearns of a certificate signed by Seller dated as of the date of such amendment certifying that Seller is not aware of any material non-public information with respect to the Issuer; provided that the foregoing shall not apply in the case of termination under Section D. 4. All notices to Bear Stearns under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Jeffrey Lipman Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-2559 Fax: (973) 463-5453 Alan C. Greenberg Bear, Stearns & Co. Inc. 383 Madison Avenue 8 New York, NY 10179 Phone: 212-272-4605 Fax: 917-849-3069 Jeffrey Mehl Bear, Stearns & Co. Inc. 383 Madison Ave. New York, NY 10179 Phone: 212-272-4600 Fax: 917-849-3069 Jim Hubbert Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-8059 Fax: (917) 849-0456 5. All notices to the Seller under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Charles F. Dolan 2001 Family Trust fbo Marianne Dolan Weber c/o William A. Frewin Dolan Family Office 340 Crossways Park Drive Woodbury, NY 11797 Telephone: (516) 803-9200 Fax: (516) 364-4592 E-Mail:bfrewin@cablevision.com Elizabeth Pagel Serebransky Debevoise & Plimpton LLP 919 Third Ave. New York, NY 10010 Telephone: (212) 909-6785 Fax: (212) 521-7785 E-Mail:epagel@debevoise.com 6. All notices to the Issuer under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the 9 manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Victoria Salhus, Esq. Cablevision Systems Corporation Address: 1111 Stewart Ave. Bethpage, NY 11714- 3581 Telephone: (516) 803- 2570 Fax: (516) 803-2577 E-Mail:vsalhus@cablevision.com Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 7. Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 8. This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 9. If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect. 10. This Sales Plan, and all transactions contemplated hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. This Sales Plan may be modified or amended only by a writing signed by the parties hereto. 10 SCHEDULE A STOCK SALE SCHEDULE Name of Seller: CFD 2001 Family Trust (fbo Marianne) Name of Issuer:: Cablevision Systems Corporation
NUMBER SHARES OF STOCK AUTHORIZED SALE MONTH TO BE SOLD (MONTHLY SALE AMOUNT) - ---------- -------------------------------- May 2004 12,000 June 2004 12,000 July 2004 12,000 August 2004 12,000 September 2004 *** October 2004 *** November 2004 *** December 2004 *** January 2005 *** February 2005 ***
Maximum number of shares of Stock that may be sold under this Sales Plan: 48,000 ***Any Monthly Sales Amount shares that are rolled over in accordance with Section C.3.(a) of this Sales Plan and are not sold prior to September 2004, shall be sold during these additional Sale Months in accordance with the terms of the Sales Plan, until all such shares subject to this Sales Plan are sold. 11 NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS F.1 AND F.2. IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above. /s/ Lawrence J. Dolan ----------------------------------------------------- Lawrence J. Dolan, Trustee /s/ Helen A. Dolan ----------------------------------------------------- Helen A. Dolan, Trustee Bear, Stearns & Co. Inc. /s/ Melissa Hochman for Jeff Lipman ----------------------------------------------------- Name: Melissa Hochman for Jeff Lipman Title: Associate Director (for Senior Managing Director) 12 ANNEX A: ADJUSTMENT OF MINIMUM SALE PRICE FOLLOWING THE RAINBOW SPINOFF Assumptions: Minimum Sale Price prior to the Rainbow Spinoff = $23 per share of Stock Closing price of share of Stock on Spinco Trading Day = $18 Closing price of share of Spinco Stock on Spinco Trading Day = $12 Number of shares of Spinco Stock received per share of Stock in the Rainbow Spinoff = 1/2 Minimum Sale Price = $23 x $18 = $18.75 ---------------------------- $18 + ($12 x 1/2) 13 EXHIBIT A ISSUER REPRESENTATION 1. Cablevision Systems Corporation (the "Issuer") represents that it has reviewed the Sales Plan dated _______ __, 2004 (the "Sales Plan") between [name ] ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns") relating to the common stock, par value $____ per share of the Issuer (the "Stock"), and the Sales Plan does not violate the Issuer's insider trading restrictions. Dated: ____________ __, 2004 Cablevision Systems Corporation By:________________________________________________ [Name and title of authorized officer] 14 EXHIBIT B SELLER REPRESENTATION LETTER Bear, Stearns & Co. Inc. Bear, Stearns Securities Corp. 383 Madison Avenue New York, NY 10179 Attention: Legal Department Re: Name of Issuer: ____ Class of Stock: ___________ Number of Shares to Be Sold: Account Number: _________________ Gentlemen: We have requested that you sell the above-captioned securities pursuant to a sales plan (the "Sales Plan") as broker for our account in the manner permitted by Rule 144 (the "Rule") under the Securities Act of 1933. In connection with this request, we hereby make the following representations to the issuer, issuer's counsel, and issuer's transfer agent. 1. We have been the beneficial owner of the securities, which were acquired and fully paid for, for a period of not less than one year preceding the date of this representation, as required by Rule 144. 2. The sale of the shares of the above-captioned securities in accordance with the terms of the Sales Plan, together with any other sales of such securities by us and by any person or entity whose sales are required by Rule 144 to be aggregated with ours during the three months preceding such sales under the Sales Plan will not exceed the greater of 1% of the shares outstanding; or the average weekly reported trading volume in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of the applicable Form 144. 3. We have not made and will not make any payment to any other person in connection with any execution you may effect on our order; and have not, and will not pay to Bear, Stearns Securities Corp. any more than the usual and customary broker's commission; and we have not solicited or arranged and will not solicit or arrange for the solicitation of orders to buy in anticipation of or in connection with the proposed sale pursuant to such order. We have advised and will advise you of any open sell orders in the above captioned securities with any other broker or bank pending completion of this order. 4. This order is not part of a distribution of any securities on our behalf, and we are not an underwriter with respect to these securities. We agree not to take, and agree to cause any person or entity with whom we would be required to aggregate sales of Stock 15 under Rule 144 not to take, any action that would cause any sales pursuant to the Sales Plan not to comply with Rule 144. 5. Bear Stearns has/will file(d), pursuant to the terms of the Sales Plan, on Form 144 three executed notices of proposed sale with the Securities and Exchange Commission and one with the principal national securities exchange on which the captioned issue is traded, if applicable. 6. We have a bona fide intention to sell these securities within a reasonable time from the filing of such Form 144, pursuant to the terms of the Sales Plan. 7. We hereby authorize Bear, Stearns Securities Corp. and its agents and representatives to make any inquiry of the issuer, issuer's counsel, and issuer's transfer agent that you may deem advisable in connection with the proposed sale of these securities. 8. We understand that our order may be accepted by you subject to your investigation as to whether such proposed sale, if executed, will comply with the Rule and policies of Bear, Stearns Securities Corp. 9. We understand that it may be necessary for the issuer of these securities to supply a letter to you certifying that such issuer has filed with the Securities and Exchange Commission all reports and statements required to be filed by such issuer within the past twelve (12) months. We agree to use our best efforts to see that said issuer supplies said letter if deemed necessary by Bear, Stearns Securities Corp. 10. We understand that Bear, Stearns Securities Corp. will, if our order to sell is accepted, act as no more than our agent or as a market maker as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934 for the sale of these securities; and that we will receive the proceeds of any sale only if and when the shares sold are received by Bear, Stearns Securities Corp. in good deliverable form.. 11. We have not and will not enter into any arrangements with any other person or entity in respect of the sale of these securities. Very truly yours, By: ____________________________ [Name] Title: Trustee Date: ______________________ 16 EX-99.14 8 y94884a1exv99w14.txt SALES PLAN: CFD TRUST #10 Exhibit 14 FINAL SALES PLAN Sales Plan dated April 7, 2004 (this "Sales Plan") between CFD Trust #10 ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns"), acting as agent. A. RECITALS 1. This Sales Plan is entered into between Seller and Bear Stearns as the Seller's adoption of a written plan for trading securities that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller's holdings of the Class A common stock, $0.01 par value per share of Cablevision Systems Corporation (the "Stock" and the "Issuer" as the case may be), consisting of Stock that Seller acquired as set forth in Section B.10 below. This Sales Plan may also include shares of Spinco Stock, as that term is defined in Section C.3.(d) herein, that may be issued, to the Seller during the duration of this Sales Plan. B. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS 1. As of the date on which Seller executed this Sales Plan, Seller was not aware of any material nonpublic information concerning the Issuer or its securities or of Rainbow Spinco, as defined in Section C.3.(d) herein. Seller entered into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. 2. The securities to be sold under this Sales Plan are owned free and clear or will be held free and clear by Seller upon Issuance and/or conversion and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the "Securities Act"). Bear Stearns acknowledges that the Stock to be sold under this Sales Plan will be acquired by the Seller upon conversion of shares of Class B common stock of Issuer currently owned by Seller and that the Spinco Stock contemplated by the Sales Plan may be issued to Seller during the duration of this Sales Plan as outlined herein. 3. Seller agrees to provide Bear Stearns with a certificate dated as of the date hereof and signed by the Issuer substantially in the form of Exhibit A 1 hereto prior to commencement of sales of Stock or Spinco Stock pursuant to this Sales Plan. 4. Seller agrees to complete, execute and deliver to Bear Stearns a seller's representation letter dated as of the date hereof substantially in the form of Exhibit B hereto prior to the commencement of sales of Stock or Spinco Stock pursuant to this Sales Plan. 5. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller. 6. Seller agrees that until this Sales Plan has been terminated he shall, upon written request from Bear Stearns delivered to Seller from time to time, provide such information as is reasonably requested to confirm that sales under the Sales Plan are in compliance with Rule 144 or Rule 145. 7. Seller agrees that he shall not, directly or indirectly, communicate any information relating to the Stock, Issuer, or the Rainbow Spinco to any employee of Bear Stearns or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while the Sales Plan is in effect. 8. (a) Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller. Bear Stearns shall, pursuant to Section G.5., notify Seller by facsimile, e-mail or telephone of any sales of Stock or Spinco Stock made pursuant to this Sales Plan no later than the next business day. (b) Seller agrees that he shall in connection with the performance of this Sales Plan comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (c) Seller acknowledges that Seller is deemed an insider (generally classified as an officer, director or 10% shareholder) of the Issuer. 9. (a) Seller represents and warrants that Seller acquired the Class B common stock of the Issuer over two years ago and that such shares are currently convertible into Class A common stock. Seller further represents and warrants that the Class A common stock to be sold pursuant to this Sales Plan may be sold in compliance with Rule 144 upon conversion. Furthermore, Seller represents and warrants that the shares of Spinco Stock contemplated by this Sales Plan may be sold under Rule 144 upon issuance. 2 (b) Seller agrees not to take, and agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock or Spinco Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144. (c) Bear Stearns agrees to file Forms 144 for the sales to be effected under this Sales Plan at such times as Seller may be required or permitted by applicable law. (1) (d) Bear Stearns agrees to conduct all sales pursuant to this Sales Plan in accordance with whatever provisions of Rule 144 or Rule 145 are applicable, including, but not limited to, the manner of sale requirement of Rule 144 of the Securities Act, and in no event shall Bear Stearns effect any sale if such sale would exceed the then-applicable volume limitation under Rule 144, assuming that, unless Bear Stearns shall be notified otherwise by Seller or the Issuer, in a timely manner, the sales to be made by Bear Stearns under this Sales Plan (together with Sales made under the Sales Plans, dated as of the date hereof, between each of Charles F. Dolan, Charles F. Dolan 2001 Family Trust fbo Deborah A. Dolan-Sweeney, Charles F. Dolan 2001 Family Trust fbo Patrick F. Dolan, Charles F. Dolan 2001 Family Trust fbo Kathleen M. Dolan and Charles F. Dolan 2001 Family Trust fbo Marianne Dolan Weber (the "Other Sellers") and Bear Stearns (the "Aggregated Sales Plans") are the only sales subject to such limitation. Bear Stearns agrees that not more than an aggregate of 250,000 shares of Stock, which may be adjusted as provided in Section C.3.d herein (and in the Aggregated Sales Plans) and, for sales after the Rainbow Spinoff, increased by the amount that the Monthly Sale Amount will be increased as set forth in Section C.3.d. herein and in the Aggregated Sales Plans, may be sold pursuant to this Sales Plan and the Aggregated Sales Plans during any 30 day period. Seller hereby understands and agrees that Bear Stearns shall not be liable for any failure by the Seller or Issuer to timely inform Bear Stearns of any sales by the Seller or by any individuals or entities that Seller must aggregate with if Bear Stearns fails to receive such information prior to executing sales under this Plan. 10. Seller shall maintain in its account at Bear Stearns a sufficient number of shares to cover all sales contemplated by this Sales Plan together with stock powers and other necessary transfer documentation. Upon the request of - ------------------ (1) The Seller's representation on the Forms 144 regarding Seller's knowledge of material information regarding the Issuer may be made as of the date the Sales Plan is adopted. The "Remarks" section of each Form 144 should state that the sale is being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c) and indicate the later of the date the Sales Plan was adopted or was most recently amended and that the representation is made as of such date. 3 Bear Stearns, Seller shall provide Bear Stearns with additional Forms 144 and other documentation necessary to carry out sales of Stock and Spinco stock under this Sales Plan. C. IMPLEMENTATION OF THE PLAN 1. Seller hereby appoints Bear Stearns to sell shares of Stock pursuant to the terms and conditions set forth below and on Schedule A hereto. Subject to such terms and conditions, Bear Stearns hereby accepts such appointment. 2. Bear Stearns is authorized to begin selling Stock and Spinco Stock pursuant to this Sales Plan commencing on May 1, 2004 and ending on the earliest of October 31, 2005, or two business days after receipt of notice of death of Seller or of the commencement of any proceedings in respect of or triggered by the Seller's bankruptcy or insolvency, or the date on which the maximum number of shares of Stock and Spinco Stock, authorized to be sold under this Sales Plan, as set forth on Schedule A, have been sold. 3. (a) Subject to the terms and conditions of this Sales Plan, commencing on May 1, 2004, Bear Stearns may sell with time, price and amount discretion by Alan C. Greenberg, Jeffrey Mehl or another successor registered representative designated by Bear Stearns, a total of 160,000 shares of Stock (the "Sale Amount"). Subject to the terms and conditions of this Sales Plan, Bear Stearns shall sell the number of shares of Stock during each calendar month (each, a "Sale Month") as set forth on Schedule A (the "Monthly Sale Amount"). For any sales pursuant to this Sales Plan prior to the Rainbow Spinoff (as defined below ), the Monthly Sale Amount may be sold on any day that the principal market in which the Stock trades is open (each such day a "Sale Day"), at a gross price before deduction of commissions or mark-down of at least $23.00 per share ("Minimum Sale Price"). For sales made pursuant to this Sales Plan after the Rainbow Spinoff, the Monthly Sale Amount may be sold on any Sale Day at a gross price before deduction of commissions or mark-down equal to at least the Aggregate Minimum Sale Price (as defined in Section C.3.d). Any of the Monthly Sale Amount either before or after the Rainbow Spinoff, not sold during a Sale Month shall be rolled over and sold on the next Sale Day that such shares of Stock or Spinco Stock may be sold in compliance with this Sales Plan, at the then applicable Sales Price. Bear Stearns recognizes that the Seller does not want to file an inordinate number of Form 4's during any month and shall consider this desire as one factor among many in the course of exercising time, price and amount discretion over the sales. 4 (b) Subject to the Minimum Sale Price and the other applicable provisions of this Sales Plan, Bear Stearns shall sell the Sale Amount on each Sale Day during the applicable month under ordinary principles of best execution. (c) The Seller agrees to pay Bear Stearns the commission set forth in the letter from Bear Stearns to the Seller and the Other Sellers (the "Fee Letter"). Bear Stearns will deduct its commission, the standard Securities and Exchange Commission fee, and any regulatory or transfer taxes from the proceeds of any sale of Stock or Spinco Stock under this Sales Plan. (d) The Monthly Sale Amount and any other applicable provisions of the Sales Plan shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any similar transaction with respect to the Issuer's stock or Spinco Stock that occurs during the Sales Plan. In October 2003, the Issuer announced that its board of directors had approved an amended plan to spin-off the Issuer's recently launched satellite service, Rainbow DBS and three of Rainbow Media's national entertainment services - AMC, the Independent Film Channel and WE: Women's Entertainment - their subsidiaries, and certain other Rainbow businesses (the "Rainbow Spinoff") which, if completed will result in the formation of a new entity, referred to herein as "Rainbow Spinco." In the event the Rainbow Spinoff is completed, this Sales Plan shall be adjusted to cover the number of shares of stock of Rainbow Spinco (the "Spinco Stock") received by Seller in respect of the Stock subject to the Sales Plan at the time of the Rainbow Spinoff. Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, the Minimum Sale Price, as defined above, shall be adjusted such that the aggregate gross sale prices before the deduction of commissions or markdowns of one share of Stock plus the number of shares of Spinco Stock received by Seller in respect of one share of Stock in the Rainbow Spinoff shall equal the Minimum Sale Price per share of Stock immediately prior to the Rainbow Spinoff (such adjusted Minimum Sale Price, the "Aggregate Minimum Sale Price"). Sales under the Aggregate Minimum Sales Price shall not take place until the first full Spinco Stock trading day has been completed (9:30 a.m. EST through 4:00 p.m. EST). NOTE: Please see Annex A for an example of the calculation for adjusting the Minimum Sale Price in accordance with this section. Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, no shares of Stock of the Issuer may be sold pursuant to this Sales Plan unless the number of shares of Spinco Stock received in respect of such shares are sold on the same day and no shares of Rainbow Spinco may be sold pursuant to the Sales Plan unless the number of shares of Issuer Stock in respect of which such shares of Rainbow Spinco were received are sold on the same day. 5 In the event that shares of Stock are sold pursuant to this Sales Plan, but Bear Stearns is unable to complete a sale of the accompanying Spinco Stock on the same day in accordance with this Sales Plan, then such shares of Spinco Stock shall be sold as soon as is reasonably practicable, provided that the Aggregate Minimum Sale Price is met with respect to such sale. In the event that shares of Spinco Stock are sold pursuant to this Sales Plan, but Bear Stearns is unable to complete a sale of the accompanying Stock on the same day in accordance with this Sales Plan, then such shares of Stock shall be sold as soon as is reasonably practicable, provided that the Aggregate Minimum Sale Price is met with respect to such sale. Furthermore, Shares of Stock of the Issuer and shares of Spinco Stock may only be sold if the Aggregate Minimum Sale Price is met. (e) Seller understands that Bear Stearns may not be able to effect a sale due to a market disruption or a legal, regulatory or contractual restriction applicable to Bear Stearns or any other event or circumstance (a "Blackout"). Seller also understands that even in the absence of a Blackout, Bear Stearns may be unable to effect sales consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock or Spinco Stock to reach and sustain a limit order price, or other market factors in effect on the date of a sale. (f) Seller and Bear Stearns agree that if Issuer enters into a transaction that results, in Issuer's good faith determination, in the imposition of trading restrictions on the Seller, such as a pooling-of-interests transaction or stock offering requiring an affiliate lock-up ("Issuer Restriction"), and if Issuer shall provide Broker at least three (3) days' prior written notice signed by Issuer and Seller and confirmed by telephone of such trading restrictions (Attn: Jeffrey Lipman, Tel No.: (212) 272-2559, Fax No.: (973) 463-5453; and Jim Hubbert, Tel No.: (212) 272-8059, Fax No.: (917) 849-0456, then Bear Stearns will cease effecting sales under this Sales Plan until notified in writing by Issuer that such restrictions have terminated. Bear Stearns shall resume effecting Sales in accordance with this Sales Plan as soon as practicable after the cessation or termination of a Blackout or receipt of the notice as set forth in the preceding sentence that the Issuer Restriction has ended. Any unfilled sales that are not executed due to the existence of a Blackout or Issuer Restriction shall be effected pursuant to this Sales Plan on the next Sale Day that such shares of Stock or Spinco Stock may be sold in compliance with this Sales Plan. 4. To the extent that any Stock or Spinco Stock remains in the Seller's account after the end of, or upon termination of this Sales Plan, Bear Stearns agrees to return such Stock and Spinco Stock promptly to the Issuer's transfer agent for relegending to the extent that such Stock and Spinco Stock would then be subject to transfer restrictions in the hands of the Seller or otherwise to be put in such name as directed by Seller. 6 5. Subject to the parameters specified in Section C(3) above, and in each such case, subject to the manner of sale requirement of Rule 144 being satisfied as provided in Section B(10)(d), sales of the Stock and Spinco Stock may be effected, in whole or in part, on an agency basis or, if Bear Stearns is a market maker in the Stock at the time that any sale is to be made under this Sales Plan, Bear Stearns may, in its sole discretion, effect one or more sales on a principal basis commensurate with all regulatory requirements regarding best execution practices. 6. Seller acknowledges and agrees that he does not have authority, influence or control over any sales of Stock and Spinco Stock effected by Bear Stearns pursuant to this Sales Plan, and will not attempt to exercise any authority, influence or control over such sales. D. TERMINATION 1. This Sales Plan may not be terminated prior to the end of the Sales Plan, except upon direction by Seller or by notice from Bear Stearns that Bear Stearns, in its sole discretion, has determined that it is prohibited from continuing to operate as agent by a legal, contractual or regulatory restriction applicable to it or its affiliates. Any modification of this Sales Plan by Seller will be made in good faith and not as part of a scheme to evade the prohibitions of the Rule. In particular, subject to the Seller's right to terminate this Sales Plan, Seller agrees not to alter or modify this Sales Plan at any time that Seller is aware of any material non-public information about the Issuer, the Stock, the Spinco Stock, or the Rainbow Spinco. E. LIMITATION OF LIABILITY 1. Notwithstanding any other provision hereof, neither Seller nor Bear Stearns shall be liable to the other for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or incidental damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God". 2. Seller has consulted with his own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Bear Stearns or 7 any person affiliated with Bear Stearns in connection with, Seller's adoption and implementation of this Sales Plan. 3. Seller acknowledges and agrees that in performing his obligations hereunder neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller's assets, or exercising any authority or control respecting management or disposition of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller's assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither Bear Stearns nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any "investment advice" within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller's assets. 4. Seller agrees to indemnify and hold harmless Bear Stearns and its officers, directors, employees, agents and affiliates from and against any losses, liabilities, claims, damages and expenses including but not limited to reasonable attorneys' fees and the costs of investigating or defending any matter, arising out of or incurred in connection with this Sales Plan ("Losses"), except to the extent Losses are found in a final award or judgment by an arbitrator or court of competent jurisdiction (not subject to further appeal) to have resulted from gross negligence or willful misconduct on the part of Bear Stearns. F. AGREEMENT TO ARBITRATE 1. Seller and Bear Stearns have agreed pursuant to a customer agreement that disputes arising out of, this Sales Plan shall be determined by arbitration. 2. Bear Stearns and Seller agree that the arbitration provisions of the customer agreement are incorporated by reference herein. G. GENERAL 1. Seller and Bear Stearns acknowledge and agree that Bear Stearns is acting as agent and custodian for Seller in connection with this Sales Plan and that Seller is a "customer" of Bear Stearns within the meaning of Section 741(2) of Title 11 of the United States Code (the "Bankruptcy Code"). Seller and Bear Stearns further acknowledge and agree that this Sales Plan is a "securities contract," as such term is defined in Section 741(7) of the Bankruptcy Code, entitled to the protections of, among other sections, Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code. 8 2. This Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supercedes any prior agreements or understandings with regard to the Sales Plan. 3. This Sales Plan may be amended by Seller only upon the written consent of Bear Stearns and receipt by Bear Stearns of a certificate signed by Seller dated as of the date of such amendment certifying that Seller is not aware of any material non-public information with respect to the Issuer; provided that the foregoing shall not apply in the case of termination under Section D. 4. All notices to Bear Stearns under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Jeffrey Lipman Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-2559 Fax: (973) 463-5453 Alan C. Greenberg Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: 212-272-4605 Fax: 917-849-3069 Jeffrey Mehl Bear, Stearns & Co. Inc. 383 Madison Ave. New York, NY 10179 Phone: 212-272-4600 Fax: 917-849-3069 Jim Hubbert Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Phone: (212) 272-8059 Fax: (917) 849-0456 5. All notices to the Seller under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the 9 manner specified by this Sales Plan by telephone, by facsimile or by certified mail: CFD Trust #10 c/o William A. Frewin Dolan Family Office 340 Crossways Park Drive Woodbury, NY 11797 Telephone: (516) 803-9200 Fax: (516) 364-4592 E-Mail:bfrewin@cablevision.com Elizabeth Pagel Serebransky Debevoise & Plimpton LLP 919 Third Ave. New York, NY 10010 Telephone: (212) 909-6785 Fax: (212) 521-7785 E-Mail:epagel@debevoise.com 6. All notices to the Issuer under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail: Victoria Salhus, Esq. Cablevision Systems Corporation Address:1111 Stewart Ave. Bethpage, NY 11714- 3581 Telephone: (516) 803- 2570 Fax: (516) 803-2577 E-Mail:vsalhus@cablevision.com Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 7. Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Bear Stearns. 8. This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 9. If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be 10 deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect. 10. This Sales Plan, and all transactions contemplated hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. This Sales Plan may be modified or amended only by a writing signed by the parties hereto. 11 NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS F.1 AND F.2. IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above. /s/ Paul J. Dolan ------------------------------------ Paul J. Dolan, Trustee Bear, Stearns & Co. Inc. /s/ Melissa Hochman for Jeff Lipman ------------------------------------ Name: Melissa Hochman for Jeff Lipman Title: Associate Director (for Senior Managing Director) 12 ANNEX A: ADJUSTMENT OF MINIMUM SALE PRICE FOLLOWING THE RAINBOW SPINOFF Assumptions: Minimum Sale Price prior to the Rainbow Spinoff = $23 per share of Stock Number of shares of Spinco Stock received for each share of Stock = 1/2 Aggregated sale price for 1 share of Stock + 1/2 share of Spinco Stock = $23 13 SCHEDULE A STOCK SALE SCHEDULE Name of Seller: CFD Trust No. 10 Name of Issuer:: Cablevision Systems Corporation
NUMBER SHARES OF STOCK AUTHORIZED SALE MONTH TO BE SOLD (MONTHLY SALE AMOUNT) ---------- --------------------------------- May 2004 14,000 June 2004 14,000 July 2004 14,000 August 2004 14,000 September 2004 14,000 October 2004 14,000 November 2004 14,000 December 2004 14,000 January 2005 14,000 February 2005 14,000 March 2005 14,000 April 2005 6,000 May 2005 *** June 2005 *** July 2005 *** August 2005 *** September 2005 *** October 2005 ***
Maximum number of shares of Stock that may be sold under this Sales Plan: 160,000 ***Any Monthly Sales Amount shares that are rolled over in accordance with Section C.3.(a) of this Sales Plan and are not sold prior to May 2005, shall be sold during these additional Sale Months in accordance with the terms of the Sales Plan, until all such shares subject to this Sales Plan are sold. 14 EXHIBIT A ISSUER REPRESENTATION 1. Cablevision Systems Corporation (the "Issuer") represents that it has reviewed the Sales Plan dated _______ __, 2004 (the "Sales Plan") between [NAME] ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns") relating to the common stock, par value $____ per share of the Issuer (the "Stock"), and the Sales Plan does not violate the Issuer's insider trading restrictions. Dated: ____________ __, 2004 Cablevision Systems Corporation By:_________________________________________ [Name and title of authorized officer] 15 EXHIBIT B SELLER REPRESENTATION LETTER Bear, Stearns & Co. Inc. Bear, Stearns Securities Corp. 383 Madison Avenue New York, NY 10179 Attention: Legal Department Re: Name of Issuer: _________________ Class of Stock: _________________ Number of Shares to Be Sold: ____ Account Number: ________________ Gentlemen: We have requested that you sell the above-captioned securities pursuant to a sales plan (the "Sales Plan") as broker for our account in the manner permitted by Rule 144 (the "Rule") under the Securities Act of 1933. In connection with this request, we hereby make the following representations to the issuer, issuer's counsel, and issuer's transfer agent. 1. We have been the beneficial owner of the securities, which were acquired and fully paid for, for a period of not less than one year preceding the date of this representation, as required by Rule 144. 2. The sale of the shares of the above-captioned securities in accordance with the terms of the Sales Plan, together with any other sales of such securities by us and by any person or entity whose sales are required by Rule 144 to be aggregated with ours during the three months preceding such sales under the Sales Plan will not exceed the greater of 1% of the shares outstanding; or the average weekly reported trading volume in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of the applicable Form 144. 3. We have not made and will not make any payment to any other person in connection with any execution you may effect on our order; and have not, and will not pay to Bear, Stearns Securities Corp. any more than the usual and customary broker's commission; and we have not solicited or arranged and will not solicit or arrange for the solicitation of orders to buy in anticipation of or in connection with the proposed sale pursuant to such order. We have advised and will advise you of any open sell orders in the above captioned securities with any other broker or bank pending completion of this order. 16 4. This order is not part of a distribution of any securities on our behalf, and we are not an underwriter with respect to these securities. We agree not to take, and agree to cause any person or entity with whom we would be required to aggregate sales of Stock under Rule 144 not to take, any action that would cause any sales pursuant to the Sales Plan not to comply with Rule 144. 5. Bear Stearns has/will file(d), pursuant to the terms of the Sales Plan, on Form 144 three executed notices of proposed sale with the Securities and Exchange Commission and one with the principal national securities exchange on which the captioned issue is traded, if applicable. 6. We have a bona fide intention to sell these securities within a reasonable time from the filing of such Form 144, pursuant to the terms of the Sales Plan. 7. We hereby authorize Bear, Stearns Securities Corp. and its agents and representatives to make any inquiry of the issuer, issuer's counsel, and issuer's transfer agent that you may deem advisable in connection with the proposed sale of these securities. 8. We understand that our order may be accepted by you subject to your investigation as to whether such proposed sale, if executed, will comply with the Rule and policies of Bear, Stearns Securities Corp. 9. We understand that it may be necessary for the issuer of these securities to supply a letter to you certifying that such issuer has filed with the Securities and Exchange Commission all reports and statements required to be filed by such issuer within the past twelve (12) months. We agree to use our best efforts to see that said issuer supplies said letter if deemed necessary by Bear, Stearns Securities Corp. 10. We understand that Bear, Stearns Securities Corp. will, if our order to sell is accepted, act as no more than our agent or as a market maker as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934 for the sale of these securities; and that we will receive the proceeds of any sale only if and when the shares sold are received by Bear, Stearns Securities Corp. in good deliverable form.. 11. We have not and will not enter into any arrangements with any other person or entity in respect of the sale of these securities. Very truly yours, By: __________________________ Title: Trustee Date: ______________________ 17 -----END PRIVACY-ENHANCED MESSAGE-----