0000950123-05-002555.txt : 20120628 0000950123-05-002555.hdr.sgml : 20120628 20050302215310 ACCESSION NUMBER: 0000950123-05-002555 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050303 DATE AS OF CHANGE: 20050302 GROUP MEMBERS: HELEN A. DOLAN GROUP MEMBERS: LAWRENCE J. 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: 05655992 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 y06380sc13dza.txt AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) 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) March 2, 2005 ------------------------------------------------------ (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 22 1. NAME OF REPORTING PERSON Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity 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 30,565,407 SHARES BENEFICIALLY 8. SHARED VOTING POWER 6,391,303 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 30,565,407 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 6,391,303 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,956,710 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% 14. TYPE OF REPORTING PERSON IN *Excludes 30,590,731 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 22 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 36,956,710 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 36,956,710 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,956,710 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% 14. TYPE OF REPORTING PERSON IN *Excludes 30,590,731 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 22 1. NAME OF REPORTING PERSON Lawrence J. Dolan, as 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 5,175,856 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 5,175,856 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,175,856 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% 14. TYPE OF REPORTING PERSON IN *Excludes 60,809,879 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 4 of 22 Amendment No. 3 to Schedule 13D This Amendment to Schedule 13D is being filed jointly by Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust (the "2004 GRAT"); Helen A. Dolan, individually and as a Trustee of the Charles F. Dolan 2001 Family Trust (the "2001 Trust"); and Lawrence J. Dolan, as a Trustee of the 2001 Trust (the "Filing Parties"). The Filing Parties report on Schedule 13D as members of a group (the "Group Members") that includes, in addition to the Filing Parties, the following members: James L. Dolan, individually and as a Trustee of the D.C. James Trust and the CFD Trust No. 6, and as Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan) and the Ryan Dolan 1989 Trust; Thomas C. Dolan, individually and as a Trustee of the D.C. Thomas Trust and the CFD Trust No. 5; Patrick F. Dolan, individually and as a Trustee of the D.C. Patrick Trust and the CFD Trust No. 4 and as Trustee of the Tara Dolan 1989 Trust; Kathleen M. Dolan, individually and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, and the Dolan Progeny Trust (collectively, the "Family Trusts"), the D.C. Kathleen Trust and the CFD Trust No. 1; Marianne Dolan Weber, individually and as a Trustee of each of the Family Trusts, the D.C. Marianne Trust and the CFD Trust No. 3; Deborah A. Dolan-Sweeney, individually and as a Trustee of each of the Family Trusts, the D.C. Deborah Trust and the CFD Trust No. 2; Paul J. Dolan, as a Trustee of each of the Family Trusts, the D.C. Kathleen Trust, the D.C. James Trust, the CFD Trust No. 1 and the CFD Trust No. 6, and as Trustee of the CFD Trust #10; Matthew J. Dolan as a Trustee of the D.C. Marianne Trust, the D.C. Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5; Mary S. Dolan, as a Trustee of the D.C. Deborah Trust, the D.C. Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4; and Dolan Family LLC, a limited liability company organized under the laws of the State of Delaware. The Schedule 13D (the "Schedule") filed by the Group Members on March 19, 2004, as amended and supplemented by Amendment No. 1 filed on April 9, 2004 and Amendment No. 2 filed on June 30, 2004 is hereby amended and supplemented by the Filing Parties as set forth below in this Amendment No. 3. ITEM 2 IDENTITY AND BACKGROUND The disclosure in the first paragraph of Item 2 is hereby amended and restated to read in its entirety as follows: "(a) The names of Group Members are: Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust (the "2004 GRAT"); Helen A. Dolan, individually and as a Trustee of the Charles F. Dolan 2001 Family Trust (the "2001 Trust"); James L. Dolan, individually and as a Trustee of the D.C. James Trust and the CFD Trust No. 6, and as Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan) and the Ryan Dolan 1989 Trust; Thomas C. Dolan, individually and as a Trustee of the D.C. Thomas Trust and the CFD Trust No. 5; Patrick F. Dolan, individually and as a Trustee of the D.C. Patrick Trust and the CFD Trust No. 4 and as Trustee of the Tara Dolan 1989 Trust; Kathleen M. Dolan, individually and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, and the Dolan Progeny Trust (collectively, the "Family Trusts"), the D.C. Kathleen Trust and the CFD Trust No. 1; Marianne Dolan Weber, individually and as a Trustee of each of the Family Trusts, the D.C. Marianne Trust and the CFD Trust No. 3; Deborah A. Dolan-Sweeney, individually and as a Trustee of each of the Family Trusts, the D.C. Deborah Trust and the CFD Trust No. 2; Lawrence J. Dolan, as a Trustee of the 2001 Trust; Paul J. Dolan, as a Trustee of each of the Family Trusts, the D.C. Kathleen Trust, the D.C. James Trust, the CFD Trust No. 1 and the CFD Trust No. 6, and as Trustee of the CFD Trust #10; Matthew J. Dolan as a Trustee of the D.C. Marianne Trust, the D.C. Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5; Mary S. Dolan, as a Trustee of the D.C. Deborah Trust, the D.C. Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4; and Dolan Family LLC, a limited liability company organized under the laws of the State of Delaware." Page 5 of 22 The disclosure in the third paragraph of Item 2 is hereby amended by adding to the end of such paragraph the following sentence: "Charles F. Dolan is the Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust." ITEM 4 PURPOSE OF THE TRANSACTION The disclosure in Item 4 is hereby amended and supplemented by adding the following after the ninth paragraph thereof: "On December 21, 2004, the Issuer announced that its Board of Directors had decided to suspend pursuing the Rainbow Spin-Off in its previously announced form, and instead pursue strategic alternatives for its Rainbow DBS business. On January 20, 2005, the Issuer announced that it had entered into a definitive agreement for Rainbow DBS Company LLC to sell its Rainbow 1 direct broadcast satellite and certain other related assets to a subsidiary of EchoStar Communications Corp. On February 10, 2005, the Issuer signed a letter of intent with a new private company, VOOM HD, LLC ("VOOM") formed by Charles F. Dolan and Thomas C. Dolan, for the sale of the business, assets and liabilities of Rainbow DBS not included in the agreement with Echostar. On February 28, 2005, the Issuer announced that discussions with VOOM ended without reaching a definitive agreement and that it plans to shut down the VOOM business. Also on February 28, 2005, VOOM announced that it continued to be interested in acquiring those assets in accordance with the letter of intent. Such announcement was followed on March 1, 2005 by a letter to the Issuer to such effect. On March 2, 2005, acting by written consent, Charles F. Dolan, individually and as the trustee of the 2004 GRAT, and Helen A. Dolan and Lawrence J. Dolan, as trustees of the 2001 Trust (other than with respect to the shares fbo James L. Dolan), as holders in the aggregate in excess of 50% of the voting power of the Class B Shares, removed three directors elected by the Class B Stockholders (William J. Bell, Sheila A. Mahony and Steven Rattner) from the Company's Board of Directors and elected Rand Araskog, Frank J. Biondi, Jr., John Malone and Leonard Tow to fill the vacancies created by the removal of these directors and the death of John Tatta. On March 2, 2005, by a letter to the Issuer's Board of Directors, Charles F. Dolan advised the Issuer that he intends (i) to ask the Board at its next meeting on March 7 to increase the size of the Board so that the Class B Stockholders may elect Brian Sweeney to fill the new seat and (ii) for the Class B Stockholders to exercise their right under the Issuer's certificate of incorporation to elect 75% of the members of the Issuer's Board of Directors at the next annual meeting of shareholders." ITEM 5 INTEREST IN SECURITIES OF THE ISSUER The disclosure in parts (a) and (b) of Item 5 is hereby amended and restated to read in its entirety as follows: "(a) and (b) The Group Members may be deemed to beneficially own an aggregate of 69,042,758 shares of Class A Common Stock as a result of their beneficial ownership of (i) 3,281,016 shares of Class A Common Stock (including 1,114,887 shares of restricted stock and options to purchase 539,608 shares of Class A Common Stock that are exercisable within 60 days of the date of this filing), and (ii) 65,761,742 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 24.1% of the shares of Class A Common Stock currently outstanding. Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 65,761,742 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (representing all outstanding Class B Common Stock) because of the terms of the Class B Stockholders Agreement. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. Charles F. Dolan may be deemed to beneficially own an aggregate of 36,956,710 shares of Class A Common Stock, including (i) 1,702,365 shares of Class A Common Stock (including 250,000 shares of restricted stock), (ii) options to purchase 83,334 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 35,171,011 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 14.5% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 346,259 shares of Class A Common Stock (including 250,000 shares of restricted stock and options to purchase 83,334 shares of Class A Page 6 of 22 Common Stock that are exercisable within 60 days of this report) owned of record personally, 24,719,148 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally and 5,500,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2004 GRAT, (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,215,447 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 223,993 shares of Class A Common Stock owned of record by the 2001 Trust and 4,951,863 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2001 Trust. He disclaims beneficial ownership of 1,215,447 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 223,993 shares of Class A Common Stock owned of record by the 2001 Trust and 4,951,863 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2001 Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Helen A. Dolan may be deemed to beneficially own an aggregate of 36,956,710 shares of Class A Common Stock, including (i) 1,702,365 shares of Class A Common Stock (including 250,000 shares of restricted stock), (ii) options to purchase 83,334 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 35,171,011 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 14.5% of the shares of Class A Common Stock currently outstanding. Helen A. Dolan holds no Issuer securities directly. She may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of (a) 1,215,447 shares of Class A Common Stock owned of record by the Dolan Family Foundation, (b) 346,259 shares of Class A Common Stock (including 250,000 shares of restricted stock and options to purchase 83,334 shares of Class A Common Stock exercisable within 60 days of this report) owned of record by Charles F. Dolan personally, 24,719,148 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by Charles F. Dolan personally and 5,500,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2004 GRAT, and (c) 223,993 shares of Class A Common Stock owned of record by the 2001 Trust and 4,951,863 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2001 Trust. Helen A. Dolan disclaims beneficial ownership of all such securities, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. James L. Dolan may be deemed to beneficially own an aggregate of 4,870,505 shares of Class A Common Stock, including (i) 698,034 shares of Class A Common Stock (including 690,494 shares of restricted stock), (ii) options to purchase 282,756 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 3,889,715 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 2.2% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 1,139,285 shares of Class A Common Stock (including 7,381 shares of Class A Common Stock owned of record personally, 675,982 shares of restricted stock owned of record personally, 159 shares of Class A Common Stock held as custodian for a minor child, options to purchase 273,882 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, owned of record personally, and an aggregate of 181,881 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by Page 7 of 22 the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Marissa Waller 1989 Trust), and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 3,731,220 shares of Class A Common Stock, including 14,512 shares of restricted stock and options to purchase 8,874 shares of Class A Common Stock that are exercisable within 60 days of the date of this report owned of record by his spouse, and 3,707,834 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC James Trust and the CFD Trust No. 6. He disclaims beneficial ownership of 159 shares of Class A Common Stock held as custodian for a minor child, 23,386 shares of Class A Common Stock (including 14,512 shares of restricted stock and options to purchase 8,874 shares of Class A Common Stock that are exercisable within 60 days of the date of this report) owned of record by his spouse and an aggregate of 3,889,715 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust, the Marissa Waller 1989 Trust, the DC James Trust and the CFD Trust No. 6, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Thomas C. Dolan may be deemed to beneficially own an aggregate of 3,894,588 shares of Class A Common Stock, including (i) 96,993 shares of Class A Common Stock (including 87,422 shares of restricted stock), (ii) options to purchase 89,761 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 3,707,834 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.7% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 186,754 shares of Class A Common Stock (including 9,571 shares of Class A Common Stock, 87,422 shares of restricted stock and options to purchase 89,761 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, in each case owned of record personally), and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 3,707,834 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Thomas Trust and the CFD Trust No. 5. He disclaims beneficial ownership of 3,707,834 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned by the DC Thomas Trust and the CFD Trust No. 5, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Patrick F. Dolan may be deemed to beneficially own an aggregate of 3,710,603 shares of Class A Common Stock, including (i) 45,783 shares of Class A Common Stock (including 28,334 shares of restricted stock), (ii) options to purchase 60,130 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 3,604,690 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.7% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 166,540 shares of Class A Common Stock (including 17,449 shares of Class A Common Stock owned of record personally, 28,334 shares of restricted stock, options to purchase 60,130 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and 60,627 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Tara Dolan 1989 Trust), and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 3,544,063 shares of Class A Common Stock issuable upon conversion of an equal Page 8 of 22 number of shares of Class B Common Stock owned of record by the DC Patrick Trust and the CFD Trust No. 4. He disclaims beneficial ownership of an aggregate of 3,604,690 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Tara Dolan 1989 Trust, the DC Patrick Trust and the CFD Trust No. 4, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Kathleen M. Dolan may be deemed to beneficially own an aggregate of 11,746,230 shares of Class A Common Stock, including (i) 6,381 shares of Class A Common Stock, and (ii) 11,739,849 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 5.1% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 6,381 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 11,739,849 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC, the DC Kathleen Trust and the CFD Trust No. 1. She disclaims beneficial ownership of 11,739,849 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC, the DC Kathleen Trust and the CFD Trust No. 1 and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Marianne Dolan Weber may be deemed to beneficially own an aggregate of 11,633,514 shares of Class A Common Stock, including (i) 6,381 shares of Class A Common Stock, and (ii) 11,627,133 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 5.0% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 6,381 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 11,627,133 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC, the DC Marianne Trust and the CFD Trust No. 3. She disclaims beneficial ownership of 11,627,133 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC, DC Marianne Trust and the CFD Trust No. 3, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 11,831,684 shares of Class A Common Stock, including (i) 68,208 shares of Class A Common Stock (including 58,637 shares of restricted stock), (ii) options to purchase 23,627 shares of Class A Common Stock that are exercisable within 60 days of the date of this report, and (iii) 11,739,849 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 5.1% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 6,381 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 85,454 shares of Class A Common Stock (including 58,637 shares of restricted stock and options to purchase 23,627 shares of Class A Common Stock that are exercisable within 60 days of the date of this report), owned of record by her spouse and 11,739,849 shares of Class A Common Stock issuable Page 9 of 22 upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC, the DC Deborah Trust and the CFD Trust No. 2. She disclaims beneficial ownership of the 85,454 shares of Class A Common Stock (including 58,637 shares of restricted stock and options to purchase 23,627 shares of Class A Common Stock that are exercisable within 60 days) owned of record by her spouse, and 11,739,849 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC, the DC Deborah Trust and the CFD Trust No. 2, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Lawrence J. Dolan may be deemed to beneficially own an aggregate of 5,175,856 shares of Class A Common Stock, including 223,993 shares of Class A Common Stock and 4,951,863 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 2.3% of the shares of Class A Common Stock currently outstanding. Lawrence J. Dolan holds no Issuer securities directly. He may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 223,993 shares of Class A Common Stock owned of record by the 2001 Trust and 4,951,863 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2001 Trust. He disclaims beneficial ownership of all such securities, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Paul J. Dolan may be deemed to beneficially own an aggregate of 15,948,570 shares of Class A Common Stock, including (i) 91,376 shares of Class A Common Stock, and (ii) 15,857,194 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 6.7% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 488,358 shares of Class A Common Stock, including 10,336 shares of Class A Common Stock held as custodian for minor children, 68,511 shares of Class A Common Stock owned of record by the CFD Trust #10, and 409,511 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD Trust #10, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 12,529 shares of Class A Common Stock owned jointly with his spouse, and an aggregate of 15,447,683 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC, the DC James Trust, the DC Kathleen Trust, the CFD Trust No. 1 and the CFD Trust No. 6. He disclaims beneficial ownership of the 10,336 shares of Class A Common Stock held as custodian for minor children, the 68,511 shares of Class A Common Stock and 409,511 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD Trust #10, and an aggregate of 15,447,683 shares of Class B Common Stock owned of record by the Family Trusts, Dolan Family LLC, the DC James Trust, the DC Kathleen Trust, the CFD Trust No. 1 and the CFD Trust No. 6, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Matthew J. Dolan may be deemed to beneficially own an aggregate of 7,272,992 shares of Class A Common Stock, including (i) 1,950 shares of Class A Common Stock and (ii) 7,271,042 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.2% of the shares of Class A Common Stock currently outstanding. He Page 10 of 22 may be deemed to have (a) the current sole power to vote or direct the vote of and to dispose of or to direct the disposition of 500 shares of Class A Common Stock held as custodian for a minor child and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 7,272,492 shares of Class A Common Stock, including 1,450 shares of Class A Common Stock owned jointly with his son, and an aggregate of 7,271,042 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Marianne Trust, the DC Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5. He disclaims beneficial ownership of 500 shares of Class A Common Stock held as custodian for a minor child and an aggregate of 7,271,042 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Marianne Trust, the DC Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Mary S. Dolan may be deemed to beneficially own an aggregate of 7,243,924 shares of Class A Common Stock, including (i) 23,937 shares of Class A Common Stock and (ii) 7,219,987 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.2% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the current sole power to vote or direct the vote and to dispose of or direct the disposition of 2,000 shares of Class A Common Stock held as custodian for a minor child and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 7,241,924 shares of Class A Common Stock, including 21,937 shares of Class A Common Stock owned jointly with her spouse and an aggregate of 7,219,987 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Deborah Trust, DC Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4. She disclaims beneficial ownership of 2,000 shares of Class A Common Stock held as custodian for a minor child and an aggregate of 7,219,987 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock owned of record by the DC Deborah Trust, the DC Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A. Dolan Family LLC may be deemed to beneficially own an aggregate of 7,977,325 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.5% of the shares of Class A Common Stock currently outstanding. Dolan Family LLC has no power to vote or direct the vote and may be deemed to share the power to dispose of or to direct the disposition of the shares of Class B Common Stock it holds. See Exhibit A." The disclosure in part (c) of Item 5 is amended and supplemented by adding the following after the final paragraph thereof: "Since the Amendment to the Schedule 13D filed on June 30, 2004, the following transactions in the Issuer's Securities have been effected by Group Members. On July 27, 2004, Helen A. Dolan renounced her rights and interests as a beneficiary of the 2001 Trust. On August 2, 2004, the 2004 GRAT was formed, with Charles F. Dolan as Trustee. On the same day, Charles F. Dolan transferred, as a gift, 5,500,000 shares of Class B Common Stock to the 2004 GRAT. Pursuant to Sections 15.1 and 15.5 of the Class B Stockholders Agreement, Charles F. Dolan became a party to the Class B Stockholders Agreement, as Trustee of the 2004 GRAT. Page 11 of 22 On August 13, 2004, James L. Dolan sold a total of 64, 468 shares of Class A Common Stock at the following sale prices: 9,068 shares at $17.73 per share; 12,400 shares at $17.70 per share; 7,400 shares at $17.60 per share; 5,600 shares at $17.66 per share; 3,000 shares at $17.67 per share; 17,000 shares at $17.65 per share; 4,000 shares at $17.71 per share; 3,000 shares at $17.69 per share; and 3,000 shares at $17.75 per share. On September 20, 2004, James L. Dolan disposed of 1,000 shares of Class A Common Stock through a gift. On October 1, James L. Dolan received a compensatory grant of 60,000 restricted shares of Class A Common Stock from the Issuer. On October 21, 2004, Charles F. Dolan converted 272,250 shares of Class B Common Stock into an equal number of shares of Class A Common and disposed of such shares through multiple gifts to different recipients, including Paul J. Dolan, Matthew J. Dolan and Mary S. Dolan. On October 21, Paul J. Dolan received a gift of 2,000 shares of Class A Common Stock from Charles F. Dolan. On the same date, Paul J. Dolan received, as custodian for his minor children, a gift of 1,000 shares of Class A Common Stock from Charles F. Dolan. Paul J. Dolan disclaims beneficial ownership over the securities held as a custodian for his minor child. On October 21, Matthew J. Dolan received a gift of 1,000 shares of Class A Common Stock from Charles F. Dolan. On the same date, Matthew J. Dolan received, as custodian for his minor child, a gift of 500 shares of Class A Common Stock from Charles F. Dolan. Matthew J. Dolan disclaims beneficial ownership over the securities held as a custodian for his minor child. On October 21, Mary S. Dolan received a gift of 2,000 shares of Class A Common Stock from Charles F. Dolan. On the same date, Mary S. Dolan received, as custodian for her minor children, a gift of 2,000 shares of Class A Common Stock from Charles F. Dolan. Mary S. Dolan disclaims beneficial ownership over the securities held as a custodian for her minor child. On November 11, 2004, Charles F. Dolan disposed of 1,500 shares of Class A Common Stock through multiple gifts to different recipients. On November 15, 2004, the trustees of the 2001 Trust converted 136,000 shares of the Class B Common Stock held in the 2001 Trust into an equal number of shares of Class A Common Stock. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held by the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the beneficial owner of such securities. On November 15, 2004, the trustees of the 2001 Trust sold a total of 65,000 shares of Class A Common Stock at the following sale prices: 22,000 shares at $22.04 per share; 20,000 shares at $22.05 per share; 16,200 shares at $22.07 per share; 400 shares at $22.08 per share; 800 shares at $22.09 per share; and 5,600 shares at $22.10 per share. These sales were made by a broker pursuant to the Sales Plan entered into by the 2001 Trust for the benefit of Kathleen M. Dolan. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held in the 2001 Trust as co-trustees and Page 12 of 22 Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the owner of such securities. On November 16, 2004, Charles F. Dolan disposed of 1,500 shares of Class A Common Stock through multiple gifts to different recipients. On November 17, 2004, the trustees of the 2001 Trust sold a total of 27,000 shares of Class A Common Stock at the following sale prices: 18,800 shares at $22.04 per share; 400 shares at $22.05 per share; and 7,800 shares at $22.06 per share. These sales were made by a broker pursuant to the Sales Plan entered into by the 2001 Trust for the benefit of Kathleen M. Dolan. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held in the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the owner of such securities. On November 18, 2004, the trustees of the 2001 Trust sold 28,000 shares of Class A Common Stock for $22.04 per share. These sales were made by a broker pursuant to the Sales Plan entered into by the 2001 Trust for the benefit of Kathleen M. Dolan. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held in the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the owner of such securities. On December 15, 2004, the trustees of the 2001 Trust sold a total of 28,000 shares of Class A Common Stock at a price of $22.04 per share. These sales were made by a broker pursuant to the Sales Plan entered into by the 2001 Trust for the benefit of Kathleen M. Dolan. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held in the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the owner of such securities. On December 21, 2004, the trustees of the 2001 Trust converted 184,000 shares of the Class B Common Stock held in the 2001 Trust into an equal number of shares of Class A Common Stock. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held by the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the beneficial owner of such securities. On December 21, 2004, the trustees of the 2001 Trust sold a total of 175,380 shares of Class A Common Stock at the following sale prices: 4,385 shares at $23.65 per share; 44,136 shares at $23.75 per share; 7,307 shares at $23.80 per share; 8,769 shares at $23.88 per share; 30,400 shares at $23.90 per share; 59,922 shares at $23.92 per share; 5,846 shares at $23.95 per share; and 14,615 shares at $24.00 per share. These sales were Page 13 of 22 made by a broker pursuant to the separate Sales Plans entered into by each of the 2001 Trust for the benefit of Deborah A. Dolan-Sweeney and the 2001 Trust for the benefit of Marianne M. Dolan. The sub-trust for the benefit of Deborah A. Dolan-Sweeney sold 135, 420 shares and the sub-trust for the benefit of Marianne M. Dolan sold 39,960 shares. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held in the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the owner of such securities. On December 21, 2004, the trustee of the CFD Trust #10 sold a total of 46,620 shares of Class A Common Stock at the following sale prices: 1,165 shares at $23.65 per share; 11,734 shares at $23.75 per share; 1,943 shares at $23.80 per share; 2,331 shares at $23.88 per share; 8,080 shares at $23.90 per share; 15,928 shares at $23.92 per share; 1,554 shares at $23.95 per share; and 3,885 shares at $24.00 per share. These sales were made by a broker pursuant to the Sales Plan entered into by the CFD Trust #10. Paul J. Dolan has sole voting and dispositive power over the shares held in the CFD Trust #10. Paul J. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that he is the owner of such securities. On December 31, 2004, the trustees of the 2001 Trust converted 521,333 shares of the Class B Common Stock held in the 2001 Trust into an equal number of shares of Class A Common Stock. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held by the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the beneficial owner of such securities. On December 31, 2004, the trustee of the CFD Trust #10 converted 93,456 shares of the Class B Common Stock held in the CFD Trust #10 into an equal number of shares of Class A Common Stock. Paul J. Dolan has sole voting and dispositive power over the shares held in the CFD Trust #10. Paul J. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that he is the owner of such securities. On January 14, 2005, the trustees of the 2001 Trust sold a total of 21,000 shares of Class A Common Stock at the following sale prices: 3,750 shares at $24.48 per share; 6,900 shares at $24.50 per share; 5,925 shares at $24.52 per share; 900 shares at $24.53 per share; 150 shares at $24.54 per share; 75 shares at $24.55 per share; 450 shares at $24.56 per share; 750 shares at $24.57 per share; 225 shares at $24.58 per share; 1,500 shares at $24.59 per share; and 375 shares at $24.60 per share. These sales were made by a broker pursuant to the separate Sales Plans entered into by each of the 2001 Trust for the benefit of Deborah A. Dolan-Sweeney, the 2001 Trust for the benefit of Marianne M. Dolan and the 2001 Trust for the benefit of Kathleen M. Dolan. Each of the sub-trusts sold 7,000 shares. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held in the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the owner of such securities. Page 14 of 22 On January 14, 2005, the trustee of the CFD Trust #10 sold a total of 7,000 shares of Class A Common Stock at the following sale prices: 1,250 shares at $24.48 per share; 2,300 shares at $24.50 per share; 1,975 shares at $24.52 per share; 300 shares at $24.53 per share; 50 shares at $24.54 per share; 25 shares at $24.55 per share; 150 shares at $24.56 per share; 250 shares at $24.57 per share; 75 shares at $24.58 per share; 500 shares at $24.59 per share; and 125 shares at $24.60 per share. These sales were made by a broker pursuant to the Sales Plan entered into by the CFD Trust #10. Paul J. Dolan has sole voting and dispositive power over the shares held in the CFD Trust #10. Paul J. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that he is the owner of such securities. On January 20, 2005, the trustees of the 2001 Trust sold a total of 149,620 shares of Class A Common Stock, at the following sale prices: 16,835 shares at $23.65 per share; 671 shares at $23.67 per share; 2,021 shares at $23.68 per share; 674 shares at $23.69 per share; 2,022 shares at $23.70 per share; 1,348 shares at $23.73 per share; 69,438 shares at $23.75 per share; 4,044 shares at $23.77 per share; 1,348 shares at $23.81 per share; 24,263 shares at $23.90 per share; 1,684 shares at $23.91 per share; and 25,272 shares at $24.00 per share. These sales were made by a broker pursuant to the separate Sales Plans entered into by each of the 2001 Trust for the benefit of Deborah A. Dolan-Sweeney, the 2001 Trust for the benefit of Marianne M. Dolan and the 2001 Trust for the benefit of Kathleen M. Dolan. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held in the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the owner of such securities. On January 20, 2005, the trustee of the CFD Trust #10 sold a total of 72,380 shares of Class A Common Stock at the following sale prices: 8,165 shares at $23.65 per share; 329 shares at $23.67 per share; 979 shares at $23.68 per share; 326 shares at $23.69 per share; 978 shares at $23.70 per share; 652 shares at $23.73 per share; 33,562 shares at $23.75 per share; 1,956 shares at $23.77 per share; 652 shares at $23.81 per share; 11,737 shares at $23.90 per share; 816 shares at $23.91 per share; and 12,228 shares at $24.00 per share. These sales were made by a broker pursuant to the Sales Plan entered into by the CFD Trust #10. Paul J. Dolan has sole voting and dispositive power over the shares held in the CFD Trust #10. Paul J. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that he is the owner of such securities. On January 28, 2005, the trustees of the 2001 Trust converted 28,000 shares of the Class B Common Stock held in the 2001 Trust into an equal number of shares of Class A Common Stock. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held by the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the beneficial owner of such securities. On February 3, 2005, Charles F. Dolan disposed of 3,000 shares of Class A Common Stock through multiple gifts to different recipients. On February 14, 2005, the trustees of the 2001 Trust sold a total of 28,000 shares of Class A Common Stock, at the following sale prices: 18,200 shares at $27.00 per share; 1,000 shares at $27.04 per share; 7,200 shares at $27.05 per share; 600 shares at $27.09 per share; and 1,000 shares at $27.10 per share. These sales were made by a broker pursuant to the Sales Plans entered into by the 2001 Trust for the benefit of Patrick F. Dolan. Page 15 of 22 Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held in the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the owner of such securities. On February 17, 2005, the trustees of the 2001 Trust converted 28,000 shares of the Class B Common Stock held in the 2001 Trust into an equal number of shares of Class A Common Stock. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held by the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the beneficial owner of such securities. On February 22, 2005, the trustees of the 2001 Trust sold a total of 215,340 shares of Class A Common Stock, at the following sale prices: 21,340 shares at $28.01 per share; 11,640 shares at $28.05 per share; 19,400 shares at $28.06 per share; 18,430 shares at $28.10 per share; 9,700 shares at $28.15 per share; 9,700 shares at $28.20 per share; 8,730 shares at $28.21 per share; 67,900 shares at $28.23 per share; 43,650 shares at $28.25 per share; and 4,850 shares at $28.30 per share. These sales were made by a broker pursuant to the separate Sales Plans entered into by each of the 2001 Trust for the benefit of Patrick F. Dolan, the 2001 Trust for the benefit of Deborah A. Dolan-Sweeney and the 2001 Trust for the benefit of Kathleen M. Dolan. Helen A. Dolan and Lawrence Dolan have shared voting and dispositive power over the shares held in the 2001 Trust as co-trustees and Charles F. Dolan may be deemed to have shared voting and dispositive powers over the shares held by the 2001 Trust as the spouse of Helen A. Dolan. Each of Helen A. Dolan, Lawrence Dolan and Charles F. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that any of these persons is the owner of such securities. On February 22, 2005, the trustee of the CFD Trust #10 sold a total of 6,660 shares of Class A Common Stock at the following sale prices: 660 shares at $28.01 per share; 360 shares at $28.05 per share; 600 shares at $28.06 per share; 570 shares at $28.10 per share; 300 shares at $28.15 per share; 300 shares at $28.20 per share; 270 shares at $28.21 per share; 2,100 shares at $28.23 per share; 1,350 shares at $28.25 per share; and 150 shares at $28.30 per share. These sales were made by a broker pursuant to the Sales Plan entered into by the CFD Trust #10. Paul J. Dolan has sole voting and dispositive power over the shares held in the CFD Trust #10. Paul J. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust and this report shall not be deemed to be an admission that he is the owner of such securities." 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: "In August 2004, the Issuer consummated the put and the Voting Agreement terminated. Effective as of September 5, 2004, the 2004 GRAT executed the Acknowledgement and Joinder to the Class B Stockholders Agreement, becoming a party to the Class B Stockholders Agreement." Page 16 of 22 ITEM 7 MATERIAL TO BE FILED AS EXHIBITS The disclosure in Item 7 is hereby amended by amending and restating Exhibit A to read in its entirety as Exhibit A attached hereto. The disclosure in Item 7 is hereby amended by deleting the following exhibit: Exhibit 8: Voting Agreement between the Issuer, certain holders of Class B Common Stock, and Quadrangle Capital Partners, L.P., dated as of February 5, 2003. The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order: Exhibit 15: Acknowledgment and Joinder to the Class B Stockholders Agreement, dated as of September 5, 2004. Exhibit 16: Letter from Charles F. Dolan to Issuer's Board of Directors, dated March 2, 2005. Page 17 of 22 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: March 2, 2005 CHARLES F. DOLAN, individually and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust By: * ________________________________________ HELEN A. DOLAN, individually and as a Trustee of the Charles F. Dolan 2001 Family Trust By: * ________________________________________ LAWRENCE J. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust By: * ________________________________________ * By: /s/ William A. Frewin, Jr. ----------------------------- As Attorney-in-Fact Page 18 of 22 EX-99.A 2 y06380exv99wa.txt EXHIBIT A Exhibit A Each of Kathleen M. Dolan, Marianne Dolan Weber, Deborah A. Dolan-Sweeney and Paul J. Dolan is currently a trustee (a "Trustee" and together, the "Trustees") for each of the trusts listed below (collectively, the "Family Trusts"), which as of March 2, 2005, beneficially owned in the aggregate, either directly or indirectly through their membership interests in Dolan Family LLC, 8,063,925 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the "Class B Common Stock"). Class B Common Stock is convertible at the option of the holder thereof, share for share, into Class A Common Stock, par value $.01 per share, of the Issuer (the "Class A Common Stock"). Under each trust, a majority of the trustees must act with respect to voting and disposition of the Class B Common Stock, and unanimous consent is not required. As a Trustee of the Family Trusts, each of the Trustees may be deemed to share the power to vote and dispose of all shares held by the Family Trusts and Dolan Family LLC. Under certain rules of the Securities and Exchange Commission, so long as the Trustees retain such powers, they may be deemed to have beneficial ownership thereof for purposes of Schedule 13D reporting. The Trustees expressly disclaim beneficial ownership of such shares and this report shall not be construed as an admission that such persons are the beneficial owners of such securities. The following table lists the name of each Family Trust and the name of its beneficiary or description of its beneficiary class. Name of Trust Beneficiary Dolan Descendants Trust All descendants of Charles F. Dolan living at any time and from time to time. Dolan Progeny Trust All children of Charles F. Dolan living at any time and from time to time. Dolan Grandchildren Trust All children and grandchildren of Charles F. Dolan living at any time and from time to time. Dolan Spouse Trust All descendants of Charles F. Dolan living at any time and from time to time and their spouses. Pursuant to the provisions of the agreements governing the Family Trusts, the economic interest in the shares of the Issuer owned by each Family Trust is held by such trust's beneficiary class. For each Trust, distributions of income and principal can be made in the discretion of the non-beneficiary Trustee (in each case, Paul J. Dolan) to any one or more of the members of such trust's beneficiary class. Each of James L. Dolan, Patrick F. Dolan, Thomas C. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney (each a "Current Beneficiary") is a co-trustee and beneficiary of, respectively, the DC James Trust (with Paul J. Dolan as co-trustee), the DC Patrick Trust (with Mary S. Dolan as co-trustee), the DC Thomas Trust (with Matthew J. Dolan as co-trustee), the DC Kathleen Trust (with Paul J. Dolan as co-trustee), the DC Marianne Trust (with Matthew J. Dolan as co-trustee) and the DC Deborah Trust (with Mary S. Dolan as co-trustee) (together, the "DC Trusts"), which as of March 2, 2005 beneficially owned in the aggregate 11,493,942 shares of Class B Common Stock. For each of the DC Trusts, distributions of income and principal can be made in the discretion of the non-beneficiary trustee to the Current Beneficiary. The Current Beneficiary has the power during his or her life to appoint all or part of his or her DC Trust to or for the benefit of one or more of his or her descendants. Page 19 of 22 The following table lists each DC Trust's name and the name of its beneficiary. Name of Trust Beneficiary DC James Trust James L. Dolan DC Patrick Trust Patrick F. Dolan DC Thomas Trust Thomas C. Dolan DC Kathleen Trust Kathleen M. Dolan DC Marianne Trust Marianne Dolan Weber DC Deborah Trust Deborah A. Dolan-Sweeney The beneficiary of any DC Trust can be said to have only a contingent economic interest in the securities of the Issuer held by such DC Trust because the non-beneficiary trustee thereof has the sole discretion to distribute or accumulate the income from each DC Trust and the sole discretion to distribute the principal of each DC Trust to the beneficiary of such DC Trust. Each of Kathleen M. Dolan, Deborah A. Dolan-Sweeney, Marianne Dolan-Weber, Patrick F. Dolan, Thomas C. Dolan and James L. Dolan is a co-trustee, respectively, of CFD Trust No. 1 (with Paul J. Dolan as co-trustee), CFD Trust No. 2 (with Mary Dolan as co-trustee), CFD Trust No. 3 (with Matthew Dolan as co-trustee), CFD Trust No. 4 (with Mary Dolan as co-trustee), CFD Trust No. 5 (with Matthew J. Dolan as co-trustee), and CFD Trust No. 6 (with Paul J. Dolan as co-trustee) (collectively, the "CFD Children's Trusts"). As of March 2, 2005, the CFD Children's Trusts beneficially owned an aggregate of 10,380,845 shares of Class B Common Stock. For each of the CFD Children's Trusts, distributions of income and principal can be made in the Trustee's discretion to the child of Charles F. Dolan and Helen A. Dolan who is the current beneficiary of the respective CFD Children's Trust (the "Current CFD Beneficiary"). The Current CFD Beneficiary has a power during his or her life to appoint all or part of the relevant CFD Children's Trust to or for the benefit of one or more of the Current CFD Beneficiary's descendants. Upon the death of the Current CFD Beneficiary, the relevant CFD Children's Trust, if not previously terminated, will pass as appointed by the Current CFD Beneficiary to or for the benefit of one or more of the Current CFD Beneficiary's descendants. Any unappointed portion of such Trust will pass, in further trust, per stirpes to the Current CFD Beneficiary's then living descendants, or if none, per stirpes to the then living descendants of Charles F. Dolan, or if none, among the heirs-at-law of Charles F. Dolan. The following table lists the CFD Children's Trusts and the name of its beneficiary or description of the beneficiary class with respect to each such trust. Name of Trust Beneficiary CFD Trust No. 1 Kathleen M. Dolan CFD Trust No. 2 Deborah A. Dolan-Sweeney CFD Trust No. 3 Marianne Dolan Weber CFD Trust No. 4 Patrick F. Dolan CFD Trust No. 5 Thomas C. Dolan CFD Trust No. 6 James L. Dolan Page 20 of 22 Paul J. Dolan is the sole trustee of CFD Trust #10. As of March 2, 2005, CFD Trust #10 owned 68,511 shares of Class A Common Stock and 409,511 shares of Class B Common Stock. Paul J. Dolan does not have an economic interest in any such shares, but, as the trustee of CFD Trust #10, does have the power to vote and dispose of such shares. Under certain rules of the Securities and Exchange Commission, so long as he retains such powers, he may be deemed to have beneficial ownership thereof for purposes of Schedule 13D reporting. Distributions of income and principal of CFD Trust #10 can be made in the trustee's discretion to Marie Atwood, the current beneficiary, who is the sister of Helen A. Dolan. Marie Atwood has a power during her life to appoint all or part of CFD Trust #10 to or for the benefit of one or more of her descendants. Upon the death of Marie Atwood, the trust, if not previously terminated, will pass as appointed by Marie Atwood to or for the benefit of one or more of her descendants. Any unappointed portion of the trust will pass, in further trust, per stirpes to Marie Atwood's then living descendants, or if none, among Marie Atwood's heirs-at-law. Marie Atwood's spouse, if he survives her, has a power during his life and upon his death to appoint all or part of any such continuing trust(s) to or for the benefit of one or more of Marie Atwood's descendants. James L. Dolan is the sole trustee of the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Marissa Waller 1989 Trust, and Patrick F. Dolan is the sole trustee of the Tara Dolan 1989 Trust (collectively, the "DC Grandchildren Trusts"). As of March 2, 2005, the DC Grandchildren Trusts beneficially owned an aggregate of 242,508 shares of Class B Common Stock. Until the respective beneficiary attains age 21, the income of the relevant DC Grandchildren Trust may be distributed to or for the benefit of such beneficiary as the trustee's discretion determines. Any net income not so distributed is to be accumulated and added to the principal of the relevant DC Grandchildren Trust. From and after the respective beneficiary attaining age 21, all of the net income of the relevant DC Grandchildren Trust is to be distributed to such beneficiary. In addition, during the continuance of relevant DC Grandchildren Trust, the trustee in the trustee's discretion may distribute the principal of the relevant DC Grandchildren Trust to or for the benefit of the respective beneficiary. Upon the respective beneficiary attaining age 40, the relevant DC Grandchildren Trust for the respective beneficiary terminates and is to be distributed to such beneficiary. If the respective beneficiary dies before attaining age 40, such beneficiary has a testamentary general power of appointment over the relevant DC Grandchildren Trust. In default of the exercise of such power of appointment, the relevant DC Grandchildren Trust will be distributed to the respective beneficiary's then-living issue, per stirpes, or if none, to Charles F. Dolan's then-living issue, per stirpes. Marissa Waller has attained the age of 21 and has an economic interest in the Issuer's shares held by her respective trust. Beneficiaries of each of the other DC Grandchildren Trusts can be said to have only a contingent economic interest in the securities of the Issuer, because such beneficiaries have not attained the age of 21. The following table lists the DC Grandchildren Trusts and the name of its beneficiary or description of the beneficiary class with respect to each such trust. Name of Trust Beneficiary Charles Dolan 1989 Trust Charles P. Dolan and descendants Ryan Dolan 1989 Trust Ryan Dolan and descendants Marissa Waller 1989 Trust Marissa Waller and descendants Tara Dolan 1989 Trust Tara Dolan and descendants Each of Helen A. Dolan and Lawrence J. Dolan (each, a "2001 Trustee" and together, the "2001 Trustees") is currently a trustee of the Charles F. Dolan 2001 Family Trust (the "2001 Trust"). As of March 2, 2005, the 2001 Trust owned 223,993 shares of Class A Common Stock and 4,951,863 shares of Class B Common Stock. The property held in the trust is divided into equal portions, each held in separate sub-trust, such that at all times there is one sub-trust in respect of each then living child of Charles F. Page 21 of 22 Dolan. The beneficiary of each sub-trust is the child for whom the sub-trust was set apart, and the descendants of such child (each, a "Beneficiary" and, together, "the Beneficiaries"). As a 2001 Trustee, Lawrence J. Dolan has the shared power to vote and dispose of all shares held by the 2001 Trust. Helen A. Dolan, as a 2001 Trustee, shares the power to vote and dispose of all shares held by the 2001 Trust. Under certain rules of the Securities and Exchange Commission, so long as Lawrence J. Dolan and Helen A. Dolan retain such powers, each may be deemed to have beneficial ownership thereof for purposes of Schedule 13D reporting. During the lives of Charles F. Dolan and Helen A. Dolan, distributions of income and principal of any sub-trust can be made in the discretion of Lawrence J. Dolan, as trustee, to any of the Beneficiaries of such sub-trust. Upon the death of the survivor of Charles F. Dolan and Helen A. Dolan, the trustee shall distribute any remaining trust principal to the child for whom such sub-trust was set apart or if such child is not then living, to such child's then living descendants, per stirpes. If there are no such living descendants, then the trustee shall distribute any remaining trust principal to the Dolan Family Foundation or any successor thereto or, if it is not then in existence, then to a charitable organization. Each Beneficiary has a right of withdrawal with respect to certain contributions made to his or her respective sub-trust that constitute a gift within the meaning of Chapter 12 of the Internal Revenue Code, and that do not exceed the gift tax exclusion found in Section 2503(b) of the Code. If the right of withdrawal is not exercised, such right lapses with respect to all or a certain portion of such gift (i) 30 days following Charles F. Dolan's death, (ii) on the last day of the calendar year in which such gift is made (or 60 days following the gift, if later), and (iii) on the first day of the subsequent calendar year. A donor may deny any Beneficiary the right of withdrawal with respect to a gift. To the extent of this right of withdrawal, the Beneficiaries may be said to have a direct economic interest in trust assets, including, if applicable, securities of the Issuer which may be contributed as a gift to the 2001 Trust. Currently, no portion of trust assets may be withdrawn by any Beneficiary pursuant to the right of withdrawal. Except to the extent of the right of withdrawal, Beneficiaries of the 2001 Trust have only a contingent economic interest in the securities of the Issuer held by the 2001 Trust because the trustees thereof has the sole discretion to distribute or accumulate the income and the sole discretion to distribute the principal of the 2001 Trust to the Beneficiaries. Charles F. Dolan is the settlor and sole trustee, and the beneficiary, of the Charles F. Dolan 2004 Grantor Retained Annuity Trust (the "GRAT"), created on August 2, 2004 for a term of two years. On October 10, 2004, the GRAT owned 5,500,000 shares of Class B Common Stock. Pursuant to the terms of the GRAT, annuity payments will be made to Charles F. Dolan (or to his estate, if he is not living) on or about each of August 2, 2005 and August 2, 2006, each in an amount equal to 53.7808% of the initial fair market value of assets contributed to the trust at the creation of the GRAT. Upon the expiration of the GRAT term, if Charles F. Dolan is then living any remaining assets in the GRAT will be distributed to the 2001 Trust or, if the 2001 Trust is not then in existence, to Charles F. Dolan's then living descendants, per stirpes. If Charles F. Dolan dies prior to the termination of the GRAT, it is expected that any remaining GRAT assets will be returned to his estate. Page 22 of 22 EX-99.15 3 y06380exv99w15.txt EXHIBIT 15 Exhibit 15 ACKNOWLEDGMENT AND JOINDER TO THE STOCKHOLDERS AGREEMENT This ACKNOWLEDGMENT AND JOINDER (this "Acknowledgment and Joinder") to the Stockholders Agreement, dated as of March 19, 2004 (the "Original Agreement"), by and among each of the holders of Cablevision NY Group Class B common stock ("Class B Common Stock") of Cablevision Systems Corporation, a Delaware corporation ("Cablevision"), listed on Schedule A, annexed thereto (each, a "Class B Stockholder", and collectively, the "Class B Stockholders"), is entered into as of September 5, 2004, by and among the Class B Stockholders and Charles F. Dolan as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust, under Agreement, dated as of August 2, 2004, by and between Charles F. Dolan, as Settlor, and himself, as Trustee (the "GRAT"). Capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Agreement. W I T N E S S E T H: WHEREAS, each of CFD Trust Nos. 1-6 are Class B Stockholders and parties to the Original Agreement, and John A. MacPherson ("MacPherson") is a signatory as a Trustee on behalf of each of CFD Trust Nos. 1-6 to the Original Agreement; WHEREAS, by Appointment by John MacPherson of Successor Trustees for CFD Trusts Nos. 1-6 and 10, dated March 10, 1994, MacPherson designated the following individuals as respective successor Trustees to CFD Trust Nos. 1-6 (the "Successor Trustees") to act if, for any reason, MacPherson ceased to act as Trustee of such trust

Trust Successor Trustees ---- ------------------ CFD Trust No. 1 Kathleen M. Dolan and Paul J. Dolan CFD Trust No. 2 Deborah A. Dolan and Mary Dolan CFD Trust No. 3 Marianne Dolan Weber and Matt Dolan CFD Trust No. 4 Patrick F. Dolan and Mary Dolan CFD Trust No. 5 Thomas C. Dolan and Matt Dolan CFD Trust No. 6 James L. Dolan and Paul J. Dolan;

WHEREAS, as a result of his ill health, MacPherson ceased to act as Trustee of CFD Trust Nos. 1-6 and, pursuant to the Acceptance of Appointment of Successor Trustees, dated as of June 30, 2004, each of the Successor Trustees listed above accepted his or her appointment as a successor Trustee of CFD Trust Nos. 1-6, subject to the conditions set forth therein; WHEREAS, the Class B Stockholders wish to acknowledge that MacPherson is no longer a signatory as a Trustee of each of CFD Trust Nos. 1-6 and to acknowledge that each of the Successor Trustees are signatories to the Original Agreement, in their respective capacities as Trustees of CFD Trust Nos. 1-6; WHEREAS, on August 2, 2004, Charles F. Dolan, a Class B Stockholder, contributed 5,500,000 of his shares of Class B Stock Common Stock to the GRAT; WHEREAS, the agreement establishing the GRAT provides, in part, that the Trustee of the GRAT (the "GRAT Trustee") may enter into this Agreement on behalf of the GRAT, and such GRAT Trustee has been duly authorized, on behalf of the GRAT, to enter into, execute and deliver this Acknowledgment and Joinder and perform all of the obligations contained herein and in the Original Agreement, including, without limitation, those provisions with respect to the voting of shares of Class B Common Stock; WHEREAS, the Class B Stockholders wish to acknowledge and reflect the addition of the GRAT as a Class B Stockholder to the Original Agreement as if the GRAT were an original Class B Stockholder named therein; and WHEREAS, the GRAT Trustee wishes to be added as a Class B Stockholder to the Original Agreement as if it were an original Class B Stockholder named therein. NOW THEREFORE, in consideration of the premises and of the mutual promises and agreement contained herein, the parties hereto, agree as follows: Section 1. Acknowledgment of Successor Trustees. The Class B Stockholders hereby acknowledge that each of the Successor Trustees respectively have become Trustees of CFD Trust Nos. 1-6 as listed in the recitals above, and as such, shall be signatories to the Original Agreement in their respective capacities as Trustees on behalf of CFD Trust Nos. 1-6. Section 2. Acknowledgment and Agreement by the GRAT. The GRAT Trustee, on behalf of the GRAT, acknowledges receipt of, and having read, the Original Agreement. The GRAT Trustee, on behalf of the GRAT, hereby accepts and agrees to be bound by, and further covenants and agrees that it and the GRAT will comply with, all of the terms and conditions of the Original Agreement (as the same may be amended from time to time), as if the GRAT were an original Class B Stockholder party thereto. Section 3. Agreement by the Class B Stockholders. The Class B Stockholders hereby accept the GRAT as a party to the Original Agreement as if the GRAT were an original Class B Stockholder under the Original Agreement. 2 Section 4. Amendments to Schedules. Schedules A and B to the Original Agreement are hereby amended and restated respectively in the form of Schedules A and B attached hereto. Section 5. Original Agreement Ratified. The Original Agreement is in all respects ratified and confirmed,and this Acknowledgment and Joinder shall be deemed part of the Original Agreement in the manner and to the extent herein and therein provided. Section 6. Governing Law. This Acknowledgment and Joinder shall be governed and construed according to the laws of the State of New York, without regard to its rules for conflicts of laws. Section 7. Counterparts; Section Headings. This Acknowledgment and Joinder may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together can constitute one and the same instrument. The headings and titles herein are for convenience of reference only and are to be ignored in any construction of the provisions hereof. [Remainder of page intentionally left blank.] 3 IN WITNESS WHEREOF, this Acknowledgment and Joinder has been executed by each of the parties hereto, and shall be effective as of the date first above written. /s/ Charles F. Dolan ------------------------------------------ CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust DOLAN FAMILY LLC By /s/ Edward C. Atwood ---------------------------------------- Name: Edward C. Atwood Title: Manager /s/ Kathleen M. Dolan ------------------------------------------- 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, the D.C. Kathleen Trust and CFD Trust No. 1 /s/ Deborah A. Dolan-Sweeney ------------------------------------------- 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, the D.C. Deborah Trust and CFD Trust No. 2 /s/ Marianne Dolan Weber ------------------------------------------- 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, the D.C. Marianne Trust and CFD Trust No. 3 /s/ Patrick F. Dolan ------------------------------------------ PATRICK F. DOLAN, individually, and as a Trustee of the D.C. Patrick Trust, the Tara Dolan 1989 Trust and CFD Trust No. 4 /s/ Thomas C. Dolan ------------------------------------------- THOMAS C. DOLAN, individually, and as a Trustee of the D.C. Thomas Trust and CFD Trust No. 5 /s/ Paul J. Dolan ------------------------------------------- PAUL J. DOLAN, not individually, but solely as a Trustee of Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, the D.C. Kathleen Trust, the D.C. James Trust, the CFD Trust # 10 and CFD Trust Nos. 1 and 6 /s/ Mary S. Dolan ------------------------------------------- MARY S. DOLAN, not individually, but solely as a Trustee of the D.C. Deborah Trust, the D.C. Patrick Trust, and CFD Trust Nos. 2 and 4 /s/ Matthew J. Dolan ------------------------------------------- MATTHEW J. DOLAN, not individually, but solely as a Trustee of the D.C. Marianne Trust, the D.C. Thomas Trust, and CFD Trust Nos. 3 and 5 /s/ Lawrence J. Dolan ------------------------------------------- LAWRENCE J. DOLAN, not individually, but solely as a Trustee of the Charles F. Dolan 2001 Family Trust /s/ Helen A. Dolan ------------------------------------------- HELEN A. DOLAN, individually, and as a Trustee of the Charles F. Dolan 2001 Family Trust SCHEDULE A

STOCKHOLDER SHARES OF CLASS B COMMON STOCK ---------------------------------------------- ------------------------------ Charles F. Dolan 24,991,398 Dolan Family LLC 7,977,325 Dolan Descendants Trust 37,493 Trustees: Kathleen M. Dolan Deborah A. Dolan-Sweeney Marianne Dolan Weber Paul J. Dolan Dolan Progeny Trust 19,145 Trustees: Kathleen M. Dolan Deborah A. Dolan-Sweeney Marianne Dolan Weber Paul J. Dolan Dolan Grandchildren Trust 26,325 Trustees: Kathleen M. Dolan Deborah A. Dolan-Sweeney Marianne Dolan Weber Paul J. Dolan Dolan Spouse Trust 3,637 Trustees: Kathleen M. Dolan Deborah A. Dolan-Sweeney Marianne Dolan Weber Paul J. Dolan D.C. Kathleen Trust 1,934,443 Trustees: Kathleen M. Dolan Paul J. Dolan D.C. Deborah Trust 1,934,443 Trustees: Deborah A. Dolan-Sweeney Mary S. Dolan

STOCKHOLDER SHARES OF CLASS B COMMON STOCK ---------------------------------------------- ------------------------------ D.C. Marianne Trust 1,878,085 Trustees: Marianne Dolan Weber Matthew J. Dolan D.C. Patrick Trust 1,878,085 Trustees: Patrick F. Dolan Mary S. Dolan D.C. Thomas Trust 1,934,443 Trustees: Thomas C. Dolan Matthew J. Dolan D.C. James Trust 1,934,443 Trustees: James L. Dolan Paul J. Dolan CFD Trust No. 1 1,741,481 Trustees: Kathleen M. Dolan Paul J. Dolan CFD Trust No. 2 1,741,481 Trustees: Deborah A. Dolan-Sweeney Mary Dolan CFD Trust No. 3 1,685,123 Trustees: Marianne Dolan Weber Matt Dolan CFD Trust No. 4 1,665,978 Trustees: Patrick F. Dolan Mary Dolan CFD Trust No. 5 1,773,391 Trustees: Thomas C. Dolan Matt Dolan CFD Trust No. 6 1,773,391 Trustees: James L. Dolan Paul J. Dolan CFD Trust # 10 596,423

STOCKHOLDER SHARES OF CLASS B COMMON STOCK ---------------------------------------------- ------------------------------ Trustee: Paul J. Dolan Tara Dolan 1989 Trust 60,627 Trustee: Patrick F. Dolan Marissa Waller 1989 Trust 60,627 Trustee: James L. Dolan Charles Dolan 1989 Trust 60,627 Trustee: James L. Dolan Ryan Dolan 1989 Trust 60,627 Trustee: James L. Dolan Charles F. Dolan 2001 Family Trust 5,945,196 Trustees: Helen A. Dolan Lawrence J. Dolan Charles F. Dolan 2004 Grantor Retained Annuity 5,500,000 Trust Trustee: Charles F. Dolan

SCHEDULE B

CLASS B STOCKHOLDER ADDRESS FOR NOTICES --------------------------------------- --------------------------------- Charles F. Dolan 119 Cove Neck Road Oyster Bay, New York 11771 Dolan Family LLC c/o Dolan Family Office Dolan Descendants Trust 340 Crossways Park Drive Dolan Progeny Trust Woodbury, New York 11797 Dolan Grandchildren Trust Attention: William A. Frewin, Jr. Dolan Spouse Trust D.C. Kathleen Trust D.C. Deborah Trust D.C. Marianne Trust D.C. Patrick Trust D.C. Thomas Trust D.C. James Trust CFD Trust No. 1 CFD Trust No. 2 CFD Trust No. 3 CFD Trust No. 4 CFD Trust No. 5 CFD Trust No. 6 CFD Trust # 10 Tara Dolan 1989 Trust Marissa Waller 1989 Trust Charles Dolan 1989 Trust Ryan Dolan 1989 Trust Charles F. Dolan 2001 Family Trust Charles F. Dolan 2004 Grantor Retained Annuity Trust

MEMBER ADDRESS FOR NOTICES ------------------------ ----------------------------------- Kathleen M. Dolan 65 Central Street Woodstock, Vermont 05091 Deborah A. Dolan-Sweeney 59 Harbor Road Oyster Bay, New York 11771 Marianne Dolan Weber 33 Southard Avenue Rockville Centre, New York 11570 Patrick F. Dolan 4 Smugglers Lane Lloyd Harbor, New York 11743 Thomas C. Dolan c/o Cablevision Systems Corporation 1111 Stewart Avenue Bethpage, NY 11714 James L. Dolan 125 Cove Neck Road Oyster Bay, New York 11771

EX-99.16 4 y06380exv99w16.txt LETTER TO SHAREHOLDERS Exhibit 16 March 2, 2005 Board of Directors Cablevision Systems Corporation 1111 Stewart Avenue Bethpage, NY 11714 Dear Board of Directors: I am writing to inform you that Class B stockholders owning a majority of the Class B shares have removed each of William J. Bell, Sheila A. Mahony and Steven Rattner as directors of Cablevision. We have elected Rand Araskog, Frank Biondi, John Malone and Leonard Tow to fill the vacancies created by the removal of these directors and the death of John Tatta. All of the foregoing actions are effective immediately. A copy of the action of the Class B stockholders is attached to the copy of this letter being sent to the secretary. I intend to ask the board at its next meeting on March 7 to increase the size of the board so that the Class B stockholders may elect Brian Sweeney to fill the new seat. I am also writing to inform you that the Class B stockholders will exercise their rights under the company's certificate of incorporation to nominate and elect 75% of the company's directors at the forthcoming annual meeting of stockholders. As I am sure you will agree, the individuals we have elected to the board have extensive industry experience and impressive qualifications and are very well-positioned to make significant contributions to the long-term success of the company. Our expectation is that each of the new Class B directors will participate in our next board meeting. Sincerely, Charles F. Dolan cc: Victoria Salhus, Secretary (with attachment)