0000950123-05-003625.txt : 20120607
0000950123-05-003625.hdr.sgml : 20120607
20050325154858
ACCESSION NUMBER: 0000950123-05-003625
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050325
DATE AS OF CHANGE: 20050325
GROUP MEMBERS: HELEN A. 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: 05704560
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
y07184asc13dza.txt
AMENDMENT NO. 5 TO SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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 23, 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 13
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 1,215,447
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 30,565,407
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 1,215,447
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,780,854
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6%
14. TYPE OF REPORTING PERSON IN
*Excludes 35,542,594 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 13
1. NAME OF REPORTING PERSON Helen A. Dolan
Not applicable
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 31,780,854
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 31,780,854
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,780,854
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6%
14. TYPE OF REPORTING PERSON IN
*Excludes 35,542,594 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 13
Amendment No. 5 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"), and Helen A. Dolan (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, Amendment No. 2 filed on
June 30, 2004, Amendment No. 3 filed on March 3, 2005 and Amendment No. 4 filed
on March 10, 2005, is hereby amended and supplemented by the Filing Parties as
set forth below in this Amendment No. 5.
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; 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 Trustee of the Charles F. Dolan 2001 Family Trust (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 4 of 13
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
The disclosure in the first three paragraphs 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 68,792,758 shares of Class A Common Stock as a result
of their beneficial ownership of (i) 3,087,016 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)
65,705,742 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 23.9% 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 65,705,742
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
31,780,854 shares of Class A Common Stock, including (i) 1,478,372
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) 30,219,148 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 12.6% 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 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 and (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. He disclaims
beneficial ownership of 1,215,447 shares of Class A Common Stock
owned of record by the Dolan Family Foundation, 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
31,780,854 shares of Class A Common Stock, including (i) 1,478,372
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) 30,219,148 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 12.6% 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 and (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.
Page 5 of 13
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. 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."
The disclosure in the tenth and eleventh paragraphs of Item 5 is
hereby amended and restated to read in its entirety as follows:
"Lawrence J. Dolan may be deemed to beneficially own an aggregate of
4,943,856 shares of Class A Common Stock, including 47,993 shares of
Class A Common Stock and 4,895,863 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 2.2% 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 sole power to vote or direct the vote of and to
dispose of or direct the disposition of 47,993 shares of Class A
Common Stock owned of record by the 2001 Trust and 4,895,863 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
15,930,570 shares of Class A Common Stock, including (i) 73,376
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
470,358 shares of Class A Common Stock, including 10,336 shares of
Class A Common Stock held as custodian for minor children, 50,511
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 50,511 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."
The disclosure in part (c) of Item 5 is amended and supplemented by
adding the following after the final paragraph thereof:
"On March 16, 2005, the trustees of the 2001 Trust sold 28,000
shares of Class A Common Stock at the following sale prices: 6,100
shares at $30.03 per share; 7,200 shares at $30.04 per share; 8,900
shares at $30.05 per share; 2,000 shares at $30.06 per share; 400
shares at $30.07 per share; 200 shares at $30.25 per share; 200
shares at $30.34 per share; and 3,000 shares at $30.35 per share.
These sales were made by a broker pursuant to the separate Sales
Plans entered into by the 2001 Trust for the
Page 6 of 13
benefit of Deborah A. Dolan-Sweeney and the 2001 Trust for the
benefit of Patrick F. Dolan. Each of the sub-trusts sold 14,000
shares. Helen A. Dolan and Lawrence Dolan had shared voting and
dispositive power over the shares held in the 2001 Trust on March
16, 2005 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 on March 16, 2006 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 or was the beneficial owner of such
securities.
On March 23, 2005, the trustees of the 2001 Trust converted 56,000
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 had shared voting and dispositive power over the
shares held by the 2001 Trust on March 23, 2005 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 on March 23, 2005 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 or was
the beneficial owner of such securities.
On March 23, 2005, Helen A. Dolan resigned as a trustee of the 2001
Trust and ceased to be deemed to be a beneficial owner of the
251,993 shares of Class A Common stock and 4,895,863 shares of Class
B Common Stock held by the 2001 Trust on of March 23, 2005. Charles
F. Dolan, as the spouse of Helen A. Dolan, may have been deemed to
have shared voting and dispositive powers over the shares held by
the 2001 Trust during the time that his spouse served as a trustee
of the 2001 Trust. Effective upon Helen A. Dolan's resignation as a
trustee of the 2001 Trust, Charles F. Dolan may no longer be deemed
to have shared voting and dispositive powers over the shares held by
the 2001 Trust as the spouse of a trustee.
On March 24, 2005, the trustee of the 2001 Trust sold a total of
204,000 shares of Class A Common Stock at the following sale prices:
87,308 shares at $29.15 per share; 920 shares at $29.17 per share;
552 shares at $29.18 per share; 1,288 shares at $29.19 per share;
28,244 shares at $29.20 per share; 14,168 shares at $29.21 per
share; 1,380 shares at $29.23 per share; 6,072 shares at $29.24 per
share; 61,952 shares at $29.25 per share; 920 shares at $29.26 per
share; 92 shares at $29.28 per share; 460 shares at $29.29 per
share; and 644 shares at $29.30 per share. These sales were made by
a broker pursuant to the separate Sales Plans entered into by 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. The sub-trust for the benefit of
Patrick F. Dolan sold 69,000 shares, the sub-trust for the benefit
of Deborah A. Dolan-Sweeney sold 90,000 shares and the sub-trust for
the benefit of Kathleen M. Dolan sold 45,000 shares. On March 24,
2005, Lawrence J. Dolan had sole voting and dispositive power over
the shares held in the 2001 Trust as sole trustee. Lawrence 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 beneficial owner of such securities.
On March 24, 2005, the trustee of the CFD Trust #10 sold a total of
18,000 shares of Class A Common Stock at the following sale prices:
7,592 shares at $29.15 per share; 80 shares at $29.17 per share; 48
shares at $29.18 per share; 112 shares at $29.19 per share; 2,456
shares at $29.20 per share; 1,232 shares at $29.21 per share; 120
shares at $29.23 per share; 528 shares at $29.24 per share; 5,648
shares at $29.25 per share; 80 shares at $29.26 per share; 8 shares
at $29.28 per share; 40 shares at $29.29 per share; and 56 shares at
$29.30 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
Page 7 of 13
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 beneficial owner of such securities."
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.
Page 8 of 13
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 25, 2005
CHARLES F. DOLAN, individually and as
Trustee of the Charles F. Dolan 2004 Grantor
Retained Annuity Trust
By: *
----------------------------------------
HELEN A. DOLAN
By: *
----------------------------------------
* By: /s/ William A. Frewin, Jr.
--------------------------
As Attorney-in-Fact
Page 9 of 13
EX-99.A
2
y07184aexv99wa.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 25, 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 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 25, 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 10 of 13
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 25,
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
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Paul J. Dolan is the sole trustee of CFD Trust #10. As of March 25, 2005,
CFD Trust #10 owned 50,511 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 25, 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
Lawrence J. Dolan (the "2001 Trustee") is currently the sole trustee of
the Charles F. Dolan 2001 Family Trust (the "2001 Trust"). As of March 25, 2005,
the 2001 Trust owned 47,993 shares of Class A Common Stock and 4,895,863 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. Dolan. The
beneficiary of each sub-trust is the child for whom the sub-trust was
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set apart, and the descendants of such child (each, a "Beneficiary" and,
together, "the Beneficiaries"). As a 2001 Trustee, Lawrence J. Dolan has the
sole 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 retains such powers, he 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 Lawrence J. Dolan, as trustee thereof have 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 March 25, 2005, 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.
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