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 Page 11 of 13 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 Page 12 of 13 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. Page 13 of 13