-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K6QANhkteqzxipEYxsTRtmY2m84r2t5Xr1w7e5KCFKwfVoeuBY/SZdZKQqrR4CNR Zum3ecTv7mBHKiJv1duXTA== 0000950123-05-004975.txt : 20050426 0000950123-05-004975.hdr.sgml : 20050426 20050426060451 ACCESSION NUMBER: 0000950123-05-004975 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050426 DATE AS OF CHANGE: 20050426 GROUP MEMBERS: HELEN A. DOLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CABLEVISION SYSTEMS CORP /NY CENTRAL INDEX KEY: 0001053112 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 112776686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53757 FILM NUMBER: 05771466 BUSINESS ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 BUSINESS PHONE: 5163806230 MAIL ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 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 SC 13D/A 1 y08176sc13dza.txt AMENDMENT NO. 7 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) Cablevision Systems Corporation ------------------------------------- (Name of Issuer) Cablevision NY Group Class A Common Stock, par value $.01 per share ------------------------------------------------------------------- (Title of Class of Securities) Cablevision NY Group Class A Common Stock: 12686C-10-9 ------------------------------------------------------ (CUSIP Number) April 22, 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 17 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 SHARES 7. SOLE VOTING POWER 30,565,407 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 1,215,447 9. SOLE DISPOSITIVE POWER 30,565,407 10. SHARED DISPOSITIVE POWER 1,215,447 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 35,156,780 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 17 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 SHARES 7. SOLE VOTING POWER 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 31,780,854 9. SOLE DISPOSITIVE POWER 0 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 35,156,780 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 17 1. NAME OF REPORTING PERSON David M. Dolan, as a Trustee of the Charles F. Dolan 2001 Family Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Not applicable (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 1,237,596 SHARES BENEFICIALLY 8. SHARED VOTING POWER 4,725,196 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 1,237,596 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 4,725,196 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,962,792 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14. TYPE OF REPORTING PERSON IN *Excludes 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 David M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. Page 4 of 17 Amendment No. 7 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, and David M. Dolan, as Trustee of the Charles F. Dolan 2001 Family Trust (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: Lawrence J. Dolan, as a Trustee of 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; 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. David M. Dolan became a Group Member on April 25, 2005. 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, Amendment No. 4 filed on March 10, 2005, Amendment No. 5 filed on March 25, 2004 and Amendment No. 6 filed on March 31, 2005, is hereby amended and supplemented by the Filing Parties as set forth below in this Amendment No. 7. 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 a Trustee of the Charles F. Dolan 2001 Family Trust (the "2001 Trust"); David M. 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 17 The disclosure in Item 2(c) is amended to add the following new paragraph immediately following the eighth paragraph thereof: "David M. Dolan is a retired attorney and is currently the Chairman of the Board of Citizens National Bank. He is a first cousin of Charles F. Dolan. He is a co-trustee of the 2001 Trust." ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The disclosure in Item 3 is hereby amended and supplemented by adding the following after the ninth paragraph thereof: "On June 10, 2002 David M. Dolan used an aggregate of $49,000 of personal funds to purchase 10,000 shares of Class A Common Stock. On June 22, 2002, David M. Dolan used an aggregate of $98,000 of personal funds to purchase 10,000 shares of Class A Common Stock." The disclosure in Item 3 is hereby amended and supplemented by adding the following after the seventeenth (now eighteenth) paragraph thereof: "Except as otherwise set forth above, David M. Dolan acquired beneficial ownership of all remaining shares reported as beneficially owned by him through gifts and as a result of his appointment as a co-trustee of certain family trusts." ITEM 4 PURPOSE OF THE TRANSACTION The disclosure in Item 4 is hereby amended and supplemented by adding the following after the fifteenth paragraph thereof: "On April 22, 2005, at a meeting of the Issuer's Board of Directors, Charles F. Dolan informed the Board of Directors that he no longer intends (i) 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 stockholders scheduled for May 2005 or (ii) to propose that the Board of Directors reduce its size to twelve members, with nine directors to be elected by the Class B stockholders and three directors to be elected by the Class A stockholders. On April 25, 2005, David M. Dolan became a party to the Class B Stockholders Agreement as a trustee of the 2001 Trust when the Acknowledgment to the Class B Stockholders Agreement, attached as an exhibit hereto, became effective." ITEM 5 INTEREST IN SECURITIES OF THE ISSUER The disclosure in the first paragraph 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 69,802,354 shares of Class A Common Stock as a result of their beneficial ownership of (i) 4,426,426 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) 65,375,928 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 24.3% of the Page 6 of 17 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 65,375,928 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 he is the beneficial owner of such securities." The disclosure in Item 5 is hereby amended by deleting the tenth and eleventh paragraphs thereof and replacing them with the following three paragraphs: "Lawrence J. Dolan may be deemed to beneficially own an aggregate of 4,703,196 shares of Class A Common Stock, including 137,147 shares of Class A Common Stock and 4,566,049 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 2.1% 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 shared power to vote or direct the vote of and to dispose of or direct the disposition of 137,147 shares of Class A Common Stock owned of record by the 2001 Trust and 4,566,049 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 he is the beneficial owner of such securities. See Exhibit A. David M. Dolan may be deemed to beneficially own an aggregate of 5,962,792 shares of Class A Common Stock, including (i) 1,396,743 shares of Class A Common Stock and (ii) 4,566,049 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 2.6% 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 1,237,596 shares of Class A Common Stock, including 40,773 shares of Class A Common Stock owned of record by the David M. Dolan Revocable Trust and 1,196,823 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 4,725,196 shares of Class A Common Stock, including 2,000 shares of Class A Common Stock owned jointly with his spouse, 20,000 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 137,147 shares of Class A Common Stock owned by the 2001 Trust and 4,566,049 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. David M. Dolan disclaims beneficial ownership of the 1,196,823 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust, 20,000 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 137,147 shares of Class A Common Stock and 4,566,049 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 he is the beneficial owner of such securities. See Exhibit A. Page 7 of 17 Paul J. Dolan may be deemed to beneficially own an aggregate of 15,923,570 shares of Class A Common Stock, including (i) 64,036 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 461,018 shares of Class A Common Stock, including 10,336 shares of Class A Common Stock held as custodian for minor children, 41,171 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 41,171 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 he 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 7, 2005, David M. Dolan disposed of 2,250 shares of Class A Common Stock through multiple gifts. On April 12, 2005, the trustee of the 2001 Trust converted 329,814 shares of the Class B Common Stock held in the 2001 Trust into an equal number of shares of Class A Page 8 of 17 Common Stock. On April 12, 2005, Lawrence J. Dolan had sole voting and dispositive power over the shares held by 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 April 15, 2005, the trustee of the 2001 Trust sold a total of 21,000 shares of Class A Common Stock at the following sale prices: 375 shares at $26.33 per share; 150 shares at $26.34 per share; 600 shares at $26.36 per share; 2,100 shares at $26.39 per share; 150 shares at $26.41 per share; 750 shares at $26.45 per share; 900 shares at $26.46 per share; 225 shares at $26.47 per share; 450 shares at $26.50 per share; 900 shares at $26.60 per share; 2,850 shares at $26.61 per share; 825 shares at $26.62 per share; 225 shares at $26.65 per share; 6,075 shares at $26.69 per share; 2,175 shares at $26.71 per share; 375 shares at $26.73 per share; and 1,875 shares at $26.75 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. Each sub-trust sold 7,000 shares. On April 15, 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 April 15, 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: 125 shares at $26.33 per share; 50 shares at $26.34 per share; 200 shares at $26.36 per share; 700 shares at $26.39 per share; 50 shares at $26.41 per share; 250 shares at $26.45 per share; 300 shares at $26.46 per share; 75 shares at $26.47 per share; 150 shares at $26.50 per share; 300 shares at $26.60 per share; 950 shares at $26.61 per share; 275 shares at $26.62 per share; 75 shares at $26.65 per share; 2,025 shares at $26.69 per share; 725 shares at $26.71 per share; 125 shares at $26.73 per share; and 625 shares at $26.75 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 beneficial owner of such securities. On April 25, 2005, David M. Dolan became a trustee of the 2001 Trust and may be deemed, as of April 25, 2005, to have shared voting and dispositive power over the shares held by the 2001 Trust. David M. Dolan disclaims beneficial ownership of the securities owned of record by the 2001 Trust. Page 9 of 17 Effective as of April 25, 2005, David M. Dolan executed the Acknowledgment to the Class B Stockholders Agreement becoming a party to the Stockholders Agreement as a trustee of the 2001 Trust. On April 25, 2005, the trustees of the 2001 Trust sold a total of 219,660 shares of Class A Common Stock at the following sale prices: 98 shares at $26.44 per share; 394 shares at $26.45 per share; 788 shares at $26.47 per share; 1,576 shares at $26.48 per share; 3,348 shares at $26.49 per share; 10,550 shares at $26.50 per share; 4,136 shares at $26.51 per share; 3,151 shares at $26.52 per share; 7,009 shares at $26.53 per share; 6,328 shares at $26.54 per share; 20,700 shares at $26.55 per share; 5,035 shares at $26.56 per share; 8,925 shares at $26.57 per share; 13,925 shares at $26.58 per share; 8,900 shares at $26.59 per share; 16,700 shares at $26.60 per share; 6,165 shares at $26.61 per share; 5,613 shares at $26.62 per share; 15,105 shares at $26.63 per share; 12,335 shares at $26.64 per share; 19,891 shares at $26.65 per share; 1,576 shares at $26.66 per share; 1,674 shares at $26.67 per share; 3,160 shares at $26.68 per share; 2,170 shares at $26.69 per share; 17,130 shares at $26.70 per share; 493 shares at $26.71 per share; 4,860 shares at $26.72 per share; 7,180 shares at $26.73 per share; 2,596 shares at $26.74 per share; 7,656 shares at $26.75 per share; 493 shares at $26.77 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 2001 Trust for the benefit of Patrick F. Dolan sold 62,000 shares, the 2001 Trust for the benefit of Deborah A. Dolan-Sweeney sold 124,320 shares and the 2001 Trust for the benefit of Kathleen M. Dolan sold 33,340 shares. On April 25, 2005, Lawrence J. Dolan and David M. Dolan had shared voting and dispositive power over the shares held in the 2001 Trust as trustees. Each of Lawrence J. Dolan and David M. 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 either of them is the beneficial owner of such securities. On April 25, 2005, the trustee of the CFD Trust #10 sold a total of 2,340 shares of Class A Common Stock at the following sale prices: 2 shares at $26.44 per share; 6 shares at $26.45 per share; 12 shares at $26.47 per share; 24 shares at $26.48 per share; 52 shares at $26.49 per share; 150 shares at $26.50 per share; 64 shares at $26.51 per share; 49 shares at $26.52 per share; 91 shares at $26.53 per share; 72 shares at $26.54 per share; 300 shares at $26.55 per share; 65 shares at $26.56 per share; 75 shares at $26.57 per share; 75 shares at $26.58 per share; 100 shares at $26.59 per share; 100 shares at $26.60 per share; 35 shares at $26.61 per share; 87 shares at $26.62 per share; 195 shares at $26.63 per share; 165 shares at $26.64 per share; 209 shares at $26.65 per share; 24 shares at $26.66 per share; 26 shares at $26.67 per share; 40 shares at $26.68 per share; 30 shares at $26.69 per share; 170 shares at $26.70 per share; 7 shares at $26.71 per share; 40 shares at $26.72 per share; 20 shares at $26.73 per share; 4 shares at $26.74 per share; 44 shares at $26.75 per share; 7 shares at $26.77 per share. 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 beneficial owner of such securities." Page 10 of 17 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: "As described in Item 4, effective as of April 25, 2005, David M. Dolan executed the Acknowledgment to the Class B Stockholders Agreement, becoming a party to the Stockholders Agreement as a trustee of the 2001 Trust." 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 supplemented by adding the following in appropriate numerical order: Exhibit B.1: Joint Filing Agreement, dated as of April 25, 2005 Exhibit C.1: Power of Attorney of David M. Dolan Exhibit 18: Acknowledgment to the Class B Stockholders Agreement, effective as of April 25, 2005. Page 11 of 17 SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: April 25, 2005 CHARLES F. DOLAN, individually and as the Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust By: * -------------------------------------- HELEN A. DOLAN By: * -------------------------------------- DAVID M. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust By: * -------------------------------------- * By: /s/ William A. Frewin, Jr. ----------------------------- As Attorney-in-Fact Page 12 of 17 EX-99.A 2 y08176exv99wa.txt EX-99.A: DISCLOSURE 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 April 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 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 April 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 13 of 17 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 April 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 14 of 17 Paul J. Dolan is the sole trustee of CFD Trust #10. As of April 25, 2005, CFD Trust #10 owned 41,171 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 April 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 Each of Lawrence J. Dolan and David M. 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 April 25, 2005, the 2001 Trust owned 137,147 shares of Class A Common Stock and 4,566,049 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 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. David M. 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 David M. Dolan retain such powers, each may be deemed to have beneficial ownership thereof for purposes of Schedule 13D reporting. Page 15 of 17 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 and David M. Dolan, as trustees, to any of the Beneficiaries of such sub-trust. Upon the death of the survivor of Charles F. Dolan and Helen A. Dolan, the trustees 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 and David M. Dolan, as trustees 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 April 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 16 of 17 EX-99.B.1 3 y08176exv99wbw1.txt JOINT FILING AGREEMENT Exhibit B.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them. Date: April 25, 2005 CHARLES F. DOLAN, individually and as the Trustee of the Charles F. Dolan 2004 Grantor Retained Annuity Trust By: * -------------------------- HELEN A. DOLAN By: * -------------------------- DAVID M. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust By: * -------------------------- * By: /s/ William A. Frewin, Jr. ----------------------------- As Attorney-in-Fact Page 17 of 17 EX-99.C.1 4 y08176exv99wcw1.txt POWER OF ATTORNEY Exhibit C.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of William A. Frewin, Jr., Marianne Dolan Weber, Brian G. Sweeney and Thomas C. Dolan, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, beneficial owner and/or trustee of stock of Cablevision Systems Corporation (the "Company") (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (a "Section 13 Schedule"), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a "Form ID", and, together with a Section 13 Schedule and Section 16 Form, the "Forms and Schedules"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of March, 2005. /s/ David M. Dolan ------------------------------------- David M. Dolan 2 EX-99.18 5 y08176exv99w18.txt ACKNOWLEDGEMENT TO THE STOCKHOLDERS AGREEMENT Exhibit 18 ACKNOWLEDGMENT TO THE STOCKHOLDERS AGREEMENT This ACKNOWLEDGMENT (this "Acknowledgment") 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 April 25, 2005, by and among the Class B Stockholders and David M. Dolan, as Trustee of the Charles F. Dolan 2001 Family Trust (the "2001 Family Trust"). 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, Helen A. Dolan resigned as Trustee of the 2001 Family Trust, pursuant to the Resignation of Trustee, dated as of March 23, 2005; WHEREAS, Charles F. Dolan appointed David M. Dolan to be a successor co-Trustee of the 2001 Family Trust, pursuant to the Designation of Successor Trustee, dated as of March 23, 2005; WHEREAS, David M. Dolan accepted appointment as a successor co-Trustee of the 2001 Family Trust, pursuant to the Acceptance of Appointment of Successor Trustee, dated as of April 25, 2005; WHEREAS, the Class B Stockholders wish to acknowledge that Helen A. Dolan is no longer a signatory as a Trustee of the 2001 Family Trust and to acknowledge that David M. Dolan is a signatory to the Original Agreement, in his capacity as a Trustee of the 2001 Family Trust; 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 David M. Dolan has become a Trustee of the 2001 Family Trust as listed in the recitals above, and as such, shall be a signatory to the Original Agreement in his capacity as a Trustee on behalf of the 2001 Family Trust. Section 2. Amendment to Schedule. Schedule A to the Original Agreement is hereby amended and restated respectively in the form of Schedule A attached hereto. Section 3. Original Agreement Ratified. The Original Agreement is in all respects ratified and confirmed, and this Acknowledgment shall be deemed part of the Original Agreement in the manner and to the extent herein and therein provided. Section 4. Governing Law. This Acknowledgment 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 5. Counterparts; Section Headings. This Acknowledgment 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.] 2 IN WITNESS WHEREOF, this Acknowledgment 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/ James L. Dolan ---------------------------------------- JAMES L. DOLAN, individually, and as a Trustee of the D.C. James Trust and as Trustee of the Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust, the Ryan Dolan 1989 Trust and CFD Trust No. 6 /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/ David M. Dolan ---------------------------------------- DAVID M. DOLAN, not individually, but solely as a Trustee of the Charles F. Dolan 2001 Family Trust /s/ Helen A. Dolan ---------------------------------------- HELEN A. DOLAN, individually /s/ Lawrence J. Dolan ---------------------------------------- LAWRENCE J. DOLAN, not individually, but solely 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 Trustee: Paul J. Dolan
STOCKHOLDER SHARES OF CLASS B COMMON STOCK - ----------- ------------------------------ 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: Lawrence J. Dolan David M. Dolan Charles F. Dolan 2004 Grantor Retained 5,500,000 Annuity Trust Trustee: Charles F. Dolan
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