SC 13D/A

-----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, TTF86aIv09QljoP/H56U+fCb0FcsEuzWyKvwaprG47ydxRirRUfO3CllI5dpcDAX 0qPNL5CKf2ca4PX0P2EJaA== 0000950123-08-017149.txt : 20081208 0000950123-08-017149.hdr.sgml : 20081208 20081208164805 ACCESSION NUMBER: 0000950123-08-017149 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20081208 DATE AS OF CHANGE: 20081208 GROUP MEMBERS: DAVID M. DOLAN GROUP MEMBERS: DEBORAH A. DOLAN-SWEENEY GROUP MEMBERS: DOLAN FAMILY LLC GROUP MEMBERS: HELEN A. DOLAN GROUP MEMBERS: JAMES L. DOLAN GROUP MEMBERS: KATHLEEN M. DOLAN GROUP MEMBERS: LAWRENCE J. DOLAN GROUP MEMBERS: MARIANNE DOLAN WEBER GROUP MEMBERS: MARY S. DOLAN GROUP MEMBERS: MATTHEW J. DOLAN GROUP MEMBERS: PATRICK F. DOLAN GROUP MEMBERS: PAUL J. DOLAN GROUP MEMBERS: THOMAS C. DOLAN 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: 081236253 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 y73089sc13dza.htm AMENDMENT NO. 23 TO SCHEDULE 13D SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 23)

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)

Richard D. Bohm
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
212-909-6000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 8, 2008

(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. o

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 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2007 Grantor Retained Annuity Trust and the Charles F. Dolan 2008 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) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			27,102,570

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,189,350

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			27,102,570

WITH		10	SHARED DISPOSITIVE POWER

			1,189,350

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	28,291,920

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	10.6%

14	TYPE OF REPORTING PERSON

	IN

*Excludes 29,548,292 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 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Helen A. Dolan I.R.S. Identification Nos. of above persons (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			28,291,920

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			28,291,920

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	28,291,920

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	10.6%

14	TYPE OF REPORTING PERSON

	IN

*Excludes 29,548,292 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 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON James L. Dolan I.R.S. Identification Nos. of above persons (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			1,469,819

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			40,986

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,469,819

WITH		10	SHARED DISPOSITIVE POWER

			40,986

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,510,805

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.6%

14	TYPE OF REPORTING PERSON

	IN

*Excludes 55,288,351 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

Page 4 of 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Thomas C. Dolan I.R.S. Identification Nos. of above persons (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			122,668

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			122,668

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	122,668

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.05%

14	TYPE OF REPORTING PERSON

	IN

*Excludes 55,288,351 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

Page 5 of 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Patrick F. Dolan I.R.S. Identification Nos. of above persons (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			131,034

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,228

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			131,034

WITH		10	SHARED DISPOSITIVE POWER

			1,228

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	132,262

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.05%

14	TYPE OF REPORTING PERSON

	IN

*Excludes 55,288,351 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Patrick F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

Page 6 of 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Kathleen M. Dolan, individually and as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, the DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Marianne Trust, the DC Deborah Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5, the CFD Trust No. 6, and as Trustee of the Charles Dolan 1989 Trust, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust I.R.S. Identification Nos. of above persons (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			192,494

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			22,961,305

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			192,494

WITH		10	SHARED DISPOSITIVE POWER

			22,961,305

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	23,153,799

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.8%

14	TYPE OF REPORTING PERSON

	IN

*Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children’s Foundation as to which the Reporting Person serves as a director and the 33,230,083 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

Page 7 of 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Marianne Dolan Weber I.R.S. Identification Nos. of above persons (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			25,251

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			25,251

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	25,251

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.01%

14	TYPE OF REPORTING PERSON

	IN

*Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children’s Foundation as to which the Reporting Person serves as a director and the 55,288,351 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

Page 8 of 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Deborah A. Dolan-Sweeney I.R.S. Identification Nos. of above persons (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			6,381

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			99,099

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			6,381

WITH		10	SHARED DISPOSITIVE POWER

			99,099

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	105,480

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.04%

14	TYPE OF REPORTING PERSON

	IN

*Excludes the 1,737,098 Shares of Class A Common Stock beneficially owned by Dolan Children’s Foundation as to which the Reporting Person serves as a director and the 55,288,351 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

Page 9 of 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Lawrence J. Dolan, as a Trustee of the Charles F. Dolan 2001 Family Trust I.R.S. Identification Nos. of above persons (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			7,809,110

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			7,809,110

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,809,110

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.1%

14	TYPE OF REPORTING PERSON

	IN

*Excludes 47,798,327 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Lawrence J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

Page 10 of 24


CUSIP No.		12686C-10-9


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 (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			1,217,809

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			7,831,110

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,217,809

WITH		10	SHARED DISPOSITIVE POWER

			7,831,110

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	9,048,919

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.6%

14	TYPE OF REPORTING PERSON

	IN

*Excludes 47,798,327 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 11 of 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Paul J. Dolan, as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, the DC Kathleen Trust, the DC James Trust, the CFD Trust No. 1 and the CFD Trust No. 6 I.R.S. Identification Nos. of above persons (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			461,006

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			7,750,790

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			461,006

WITH		10	SHARED DISPOSITIVE POWER

			7,750,790

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,211,796

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.3%

14	TYPE OF REPORTING PERSON

	IN

*Excludes the 47,902,993 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Paul J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

Page 12 of 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Matthew J. Dolan, as a Trustee of the DC Marianne Trust, the DC Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5 I.R.S. Identification Nos. of above persons (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			3,850

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			7,622,045

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			3,850

WITH		10	SHARED DISPOSITIVE POWER

			7,622,045

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,625,895

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.1%

14	TYPE OF REPORTING PERSON

	IN

*Excludes 48,017,309 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Matthew J. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

Page 13 of 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Mary S. Dolan, as a Trustee of the DC Deborah Trust, the DC Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4 I.R.S. Identification Nos. of above persons (entities only) Not applicable


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		7	SOLE VOTING POWER

NUMBER OF			6,750

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			7,626,736

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			6,750

WITH		10	SHARED DISPOSITIVE POWER

			7,626,736

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,633,486

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.1%

14	TYPE OF REPORTING PERSON

	IN

*Excludes 48,068,364 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Mary S. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

Page 14 of 24


CUSIP No.		12686C-10-9


1	NAME OF REPORTING PERSON Dolan Family LLC I.R.S. Identification Nos. of above persons (entities only)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

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)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.0%

14	TYPE OF REPORTING PERSON

*Excludes 55,288,351 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 Dolan Family LLC disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

Page 15 of 24

Amendment No. 23 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 2007 Grantor Retained Annuity Trust (the “2007 GRAT”) and the Charles F. Dolan 2008 Grantor Retained Annuity Trust (the “2008 GRAT”); Helen A. Dolan; James L. Dolan; Thomas C. Dolan; Patrick F. Dolan; 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 DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Deborah Trust, the DC Marianne Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 and as sole Trustee of the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne Dolan Weber; Deborah A. Dolan-Sweeney; 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 DC Kathleen Trust, the DC James Trust, the CFD Trust No. 1 and the CFD Trust No. 6; Matthew J. Dolan, as a Trustee of the DC Marianne Trust, the DC Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5; Mary S. Dolan, as a Trustee of the DC Deborah Trust, the DC 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 (collectively, the “Group Members” and/or “Reporting Persons”).

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, 2005, Amendment No. 6 filed on March 31, 2005, Amendment No. 7 filed on April 26, 2005, Amendment No. 8 filed on June 20, 2005, Amendment No. 9 filed on July 19, 2005, Amendment No. 10 filed on August 10, 2005, Amendment No. 11 filed on September 16, 2005, Amendment No. 12 filed on October 13, 2005, Amendment No. 13 filed on October 25, 2005, Amendment No. 14 filed on December 29, 2005, Amendment No. 15 filed on August 11, 2006, Amendment No. 16 filed on October 10, 2006, Amendment No. 17 filed on November 13, 2006, Amendment No. 18 filed on December 11, 2006, Amendment No. 19 filed on January 12, 2007, Amendment No. 20 filed on May 3, 2007, Amendment No. 21 filed on November 7, 2007 and Amendment 22 filed on August 1, 2008, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 23.


Item 5		Interest in Securities of the Issuer

The disclosure in Item 5(a) and (b) 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 62,900,817 shares of Class A Common Stock as a result of their beneficial ownership of (i) 7,612,466 shares of Class A Common Stock (including 787,100 shares of restricted stock, 15,102 restricted stock units and options to purchase 1,619,083 shares of Class A Common Stock that are exercisable within sixty days of this filing), and (ii) 55,288,351 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 21.2% of the total shares 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 55,288,351 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 28,291,920 shares of Class A Common Stock, including (i) 1,722,661 shares of Class A Common Stock (including 360,700 shares of restricted stock), (ii) options to purchase 829,200 shares of

Page 16 of 24

Class A Common Stock that are exercisable within sixty days of this filing, and (iii) 25,740,059 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 10.6% 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 1,362,511 shares of Class A Common Stock (including 172,611 shares of Class A Common Stock owned of record personally, 360,700 shares of restricted stock owned of record personally and options owned of record personally to purchase 829,200 shares of Class A Common Stock that are exercisable within sixty days of this filing), and 25,740,059 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (including 13,540,059 shares of Class B Common Stock owned of record personally, 6,100,000 shares of Class B Common Stock owned by the 2007 GRAT and 6,100,000 shares of Class B Common Stock owned by the 2008 GRAT) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,189,350 shares of Class A Common Stock owned of record by the Dolan Family Foundation. He disclaims beneficial ownership of 1,189,350 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.

Helen A. Dolan may be deemed to beneficially own an aggregate of 28,291,920 shares of Class A Common Stock, including (i) 1,722,661 shares of Class A Common Stock (including 360,700 shares of restricted stock), (ii) options to purchase 829,200 shares of Class A Common Stock that are exercisable within sixty days of this filing and (iii) 25,740,059 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 10.6% 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) 1,189,350 shares of Class A Common Stock owned of record by the Dolan Family Foundation and (b) 1,362,511 shares of Class A Common Stock (including 172,611 shares of Class A Common Stock, 360,700 shares of restricted stock and options to purchase 829,200 shares of Class A Common Stock exercisable within sixty days of this filing) owned of record personally by her spouse, Charles F. Dolan, and 25,740,059 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (including 13,540,059 shares of Class B Common Stock owned of record personally by her spouse, Charles F. Dolan, 6,100,000 shares of Class B Common Stock owned by the 2007 GRAT and 6,100,000 shares of Class B Common Stock owned by the 2008 GRAT). She 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.

James L. Dolan may be deemed to beneficially own an aggregate of 1,510,805 shares of Class A Common Stock, including (i) 779,739 shares of Class A Common Stock (including 379,800 shares of restricted stock) and (ii) options to purchase 731,066 shares of Class A Common Stock that are exercisable within sixty days of this filing. This aggregate amount represents approximately 0.6% 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 1,469,819 shares of Class A Common Stock (including 390,053 shares of Class A Common Stock owned of record personally, 362,700 shares of restricted stock owned of record personally and options owned of record personally to purchase 717,066 shares of Class A Common Stock that are exercisable within sixty days of this filing) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 40,827 shares of Class A Common Stock (including 17,100 shares of restricted stock and options to purchase 14,000 shares of Class A Common Stock that are exercisable within sixty days of this filing) owned of record by his spouse and 159 shares of Class A Common Stock owned of record by a member of his household. He disclaims beneficial ownership of 159 shares of Class A Common Stock owned of record by a member of his household

Page 17 of 24

and 40,827 shares of Class A Common Stock (including 17,100 shares of restricted stock and options to purchase 14,000 shares of Class A Common Stock exercisable within sixty days of this filing) owned of record by his spouse, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Thomas C. Dolan may be deemed to beneficially own 122,668 shares of Class A Common Stock. This amount represents approximately 0.05% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 122,668 shares of Class A Common Stock.

Patrick F. Dolan may be deemed to beneficially own an aggregate of 132,262 shares of Class A Common Stock, including (i) 110,140 shares of Class A Common Stock (including 23,300 shares of restricted stock) and (ii) options to purchase 22,122 shares of Class A Common Stock that are exercisable within sixty days of this filing. This aggregate amount represents approximately 0.05% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 131,034 shares of Class A Common Stock (including 85,612 shares of Class A Common Stock owned of record personally, 23,300 shares of restricted stock and options to purchase 22,122 shares of Class A Common Stock that are exercisable within sixty days of this filing), and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 1,228 shares of Class A Common Stock owned of record by the Daniel P. Mucci Trust (the “Mucci Trust”) for which he serves as co-trustee. He disclaims beneficial ownership of the securities held by the Mucci Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Kathleen M. Dolan may be deemed to beneficially own an aggregate of 23,153,799 shares of Class A Common Stock, including (i) 1,095,531 shares of Class A Common Stock (including 4,232 restricted stock units) and (ii) 22,058,268 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 8.8% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 10,613 shares of Class A Common Stock owned of record personally (including 4,232 shares of restricted stock units) and an aggregate of 181,881 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,084,918 shares of Class A Common Stock owned of record by the CFD Trusts Nos. 1 -6 and 21,876,387 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, the DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Marianne Trust, the DC Deborah Trust and the CFD Trusts Nos. 1 — 6. She disclaims beneficial ownership of 1,084,918 shares of Class A Common Stock owned of record by the CFD Trusts Nos. 1 – 6 and 22,058,268 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, the DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Marianne Trust, the DC Deborah Trust, the CFD Trusts Nos. 1 — 6, the Charles Dolan 1989 Trust (for the benefit of Charles P. Dolan), the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Marianne Dolan Weber may be deemed to beneficially own an aggregate of 25,251 shares of Class A Common Stock, including (i) 17,251 shares of Class A Common Stock (including 10,870 restricted stock units) and (ii) options to purchase 8,000 shares of Class A Common Stock that are exercisable within sixty days of this filing. This aggregate

Page 18 of 24

amount represents approximately 0.01% of the shares of Class A Common Stock currently outstanding. She may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 25,251 shares of Class A Common Stock owned of record personally (including 6,381 shares of Class A Common Stock owned of record personally, 10,870 restricted stock units and options to purchase 8,000 shares of Class A Common Stock that are exercisable within sixty days of this filing).

Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 105,480 shares of Class A Common Stock, including (i) 76,785 shares of Class A Common Stock (including 23,300 shares of restricted stock) and (ii) options to purchase 28,695 shares of Class A Common Stock that are exercisable within sixty days of this filing. This aggregate amount represents approximately 0.04% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 6,381 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 99,099 shares of Class A Common Stock (including 23,300 shares of restricted stock and options to purchase 28,695 shares of Class A Common Stock that are exercisable within sixty days of this filing) owned of record by her spouse. She disclaims beneficial ownership of the 99,099 shares of Class A Common Stock (including 23,300 shares of restricted stock and options to purchase 28,695 shares of Class A Common Stock that are exercisable within sixty days of this filing) owned of record by her spouse, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Lawrence J. Dolan may be deemed to beneficially own an aggregate of 7,809,110 shares of Class A Common Stock, including (i) 319,086 shares of Class A Common Stock and (ii) 7,490,024 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.1% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 7,809,110 shares of Class A Common Stock, including 319,086 shares of Class A Common Stock owned of record by the 2001 Trust and 7,490,024 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 319,086 shares of Class A Common Stock owned of record by the 2001 Trust and 7,490,024 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2001 Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

David M. Dolan may be deemed to beneficially own an aggregate of 9,048,919 shares of Class A Common Stock, including (i) 1,558,895 shares of Class A Common Stock and (ii) 7,490,024 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.6% 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 1,217,809 shares of Class A Common Stock, including 20,986 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 7,831,110 shares of Class A Common Stock, including 21,000 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 1,000 shares of Class A Common Stock held by his spouse as custodian for a minor child, 319,086 shares of Class A Common Stock owned of record by the 2001 Trust, and 7,490,024 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2001 Trust. He disclaims beneficial ownership of 1,196,823 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust, 21,000 shares of Class A Common Stock owned of record by the Ann H. Dolan

Page 19 of 24

Revocable Trust, 1,000 shares of Class A Common Stock held by his spouse as custodian for a member of his household, 319,086 shares of Class A Common Stock owned of record by the 2001 Trust, and 7,490,024 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.

Paul J. Dolan may be deemed to beneficially own an aggregate of 8,211,796 shares of Class A Common Stock, including (i) 826,438 shares of Class A Common Stock, and (ii) 7,385,358 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.3% 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 461,006 shares of Class A Common Stock, including 12,236 shares of Class A Common Stock held as custodian for minor children and 448,770 shares of Class A Common Stock owned of record by the CFD Trust No. 10, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 7,750,790 shares of Class A Common Stock, including 14,429 shares of Class A Common Stock owned jointly with his spouse, an aggregate of 351,003 shares of Class A Common Stock owned of record by the CFD Trust Nos. 1 and 6, and an aggregate of 7,385,358 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, the DC James Trust, the DC Kathleen Trust, the CFD Trust Nos. 1 and 6. He disclaims beneficial ownership of the 12,236 shares of Class A Common Stock held as custodian for minor children, the 448,770 shares of Class A Common Stock owned of record by the CFD Trust No. 10, an aggregate of 351,003 shares of Class A Common Stock owned of record by the CFD Trust Nos. 1 and 6, and an aggregate of 7,385,358 shares of Class B Common Stock owned of record by the Family Trusts, the DC James Trust, the DC Kathleen Trust, the CFD Trust Nos. 1 and 6, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A.

Matthew J. Dolan may be deemed to beneficially own an aggregate of 7,625,895 shares of Class A Common Stock, including (i) 354,853 shares of Class A Common Stock and (ii) 7,271,042 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.1% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the current sole power to vote or direct the vote of and to dispose of or to direct the disposition of 3,850 shares of Class A Common Stock, including 2,400 shares of Class A Common Stock owned of record personally and 1,450 shares of Class A Common Stock held as custodian for a minor child and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 7,622,045 shares of Class A Common Stock, including an aggregate of 351,003 shares of Class A Common stock owned of record by the CFD Trust Nos. 3 and 5 and 7,271,042 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Marianne Trust, the DC Thomas Trust, and the CFD Trust Nos. 3 and 5. He disclaims beneficial ownership of 1,450 shares of Class A Common Stock held as custodian for a minor child, an aggregate of 351,003 shares of Class A Common Stock owned of record by the CFD Trust Nos. 3 and 5 and an aggregate of 7,271,042 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Marianne Trust, the DC Thomas Trust, and the CFD Trust Nos. 3 and 5, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

Mary S. Dolan may be deemed to beneficially own an aggregate of 7,633,486 shares of Class A Common Stock, including (i) 413,499 shares of Class A Common Stock and (ii) 7,219,987 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.1% of the shares of Class A Common Stock currently outstanding. She

Page 20 of 24

may be deemed to have (a) the current sole power to vote or direct the vote and to dispose of or direct the disposition of 6,750 shares of Class A Common Stock held as custodian for minor children and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 7,626,736 shares of Class A Common Stock, including 23,837 shares of Class A Common Stock owned jointly with her spouse, an aggregate of 382,912 shares of Class A Common Stock owned of record by CFD Trust Nos. 2 and 4 and an aggregate of 7,219,987 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the DC Deborah Trust, DC Patrick Trust, and CFD Trust Nos. 2 and 4. She disclaims beneficial ownership of 6,750 shares of Class A Common Stock held as custodian for minor children, an aggregate of 382,912 shares of Class A Common Stock owned of record by CFD Trust Nos. 2 and 4 and an aggregate of 7,219,987 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock owned of record by the DC Deborah Trust, the DC Patrick Trust, and CFD Trust Nos. 2 and 4, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.

(c) Since the most recent Amendment to the Schedule 13D filed on August 1, 2008, the following transactions in the Issuer’s Securities have been effected by Group Members:

On September 28, 2008, Charles F. Dolan disposed of 1,000 shares of Class A Common Stock through a gift.

On October 1, 2008, Charles F. Dolan used 26,132 shares of Class A Common Stock at a price of $24.84 per share to pay withholding taxes incurred upon the vesting of restricted shares.

On October 1, 2008, James L. Dolan used 26,132 shares of Class A Common Stock at a price of $24.84 per share to pay withholding taxes incurred upon the vesting of restricted shares.

On November 5, 2008, 13,695 currently exercisable options expiring on June 1, 2010 with an exercise price of $15.568 held by Deborah Dolan-Sweeney’s spouse were amended and replaced by 13,695 currently exercisable options expiring on June 1, 2010 with an exercise price of $16.06.

On November 5, 2008, 13,695 currently exercisable Stock Appreciation Rights expiring on June 1, 2010 with an exercise price of $15.568 held by Deborah Dolan-Sweeney’s spouse were amended and replaced by 13,695 currently exercisable Stock Appreciation Rights expiring on June 1, 2010 with an exercise price of $16.06.

On November 5, 2008, 13,695 currently exercisable options expiring on June 1, 2010 with an exercise price of $15.568 held by Patrick F. Dolan were amended and replaced by 13,695 currently exercisable options expiring on June 1, 2010 with an exercise price of $16.06.

On November 5, 2008, 13,695 currently exercisable Stock Appreciation Rights expiring on June 1, 2010 with an exercise price of $15.568 held by Patrick F. Dolan were amended and replaced by 13,695 currently exercisable Stock Appreciation Rights expiring on June 1, 2010 with an exercise price of $16.06.

On December 8, 2008, Dolan Family LLC converted 7,977,325 shares of Class B Common Stock into an equal number of shares of Class A Common Stock and disposed of such shares by delivering them to Bear Stearns International Limited (“Bear Stearns”) in settlement of the prepaid forward transaction with Bear Stearns entered into in November 1999 described in Item 6 below. See Item 6.

Page 21 of 24

(e) On December 8, 2008, upon delivery of 7,977,325 shares of Class A Common Stock to Bear Stearns, Dolan Family LLC ceased to be a beneficial owner of Issuer’s securities. As a result, Dolan Family LLC also ceased to be a Group Member.


Item 6		Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

The disclosure in Item 6 is hereby amended by deleting the fifteenth paragraph of Item 6 contained in the Schedule 13D filed on March 19, 2004 and inserting the following in its place:

On December 8, 2008, Dolan Family LLC and Bear Stearns entered into a letter agreement providing for the share settlement of the Forward Transaction entered into in November 1999 and described above. Pursuant to the Forward Transaction agreement and the letter agreement, Dolan Family LLC converted the 7,977,325 shares of Class B Common Stock pledged to Bear Stearns as collateral pursuant to the Forward Transaction agreement into an equal number of shares of Class A Common Stock and delivered them to Bear Stearns in share settlement of the Forward Transaction. All obligations of Dolan Family LLC under both the Forward Transaction agreement and the letter agreement have been satisfied in full. The letter agreement is filed as Exhibit 43 to this Schedule 13D.


Item 7		Material to be Filed as an Exhibit.

The disclosure in Item 7 is hereby amended by restating Exhibit A in its entirety as Exhibit A attached hereto and supplemented by adding the following in appropriate numerical order:

Exhibit A: Trustee and Beneficiary List

Exhibit B.7: Joint Filing Agreement.

Exhibit 43: Letter Agreement between Dolan Family LLC and Bear Stearns, dated December 8, 2008.

Page 22 of 24

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: December 8, 2008



		CHARLES F. DOLAN, individually and as Trustee of the Charles F. Dolan 2007 Grantor Retained Annuity Trust and the Charles F. Dolan 2008 Grantor Retained Annuity Trust

		By:		*


		HELEN A. DOLAN

		By:		*


		JAMES L. DOLAN

		By:		/s/ James L. Dolan


		THOMAS C. DOLAN

		By:		/s/ Thomas C. Dolan


		PATRICK F. DOLAN

		By:		*


		KATHLEEN M. DOLAN, individually and as a Trustee for the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, the DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Marianne Trust, the DC Deborah Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6, and as Trustee of the Charles Dolan 1989 Trust, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust

		By:		*


		MARIANNE DOLAN WEBER

		By:		*

Page 23 of 24


		DEBORAH A. DOLAN-SWEENEY

		By:		*


		LAWRENCE J. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust

		By:		*


		DAVID M. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust

		By:		*


		PAUL J. DOLAN, as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust and the Dolan Progeny Trust, the DC Kathleen Trust, the DC James Trust, the CFD Trust No. 1 and the CFD Trust No. 6

		By:		*


		MATTHEW J. DOLAN, as a Trustee of the DC Marianne Trust, the DC Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5

		By:		*


		MARY S. DOLAN, as a Trustee of the DC Deborah Trust, the DC Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4

		By:		*


		DOLAN FAMILY LLC

		By:		*



* By:		/s/ Brian G. Sweeney Brian G. Sweeney
		As Attorney-in-Fact

Page 24 of 24

EX-99.A 2 y73089exv99wa.htm EX-99.A: TRUSTEE AND BENEFICIARY LIST EX-99.A

Exhibit A

Each of Kathleen M. Dolan 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 December 8, 2008 beneficially owned in the aggregate 1,600 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, if there are more than three Trustees, 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. If there are only two Trustees, both must consent. 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. 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.

Kathleen M. Dolan is a co-Trustee of each of 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 December 8, 2008, beneficially owned in the aggregate 11,493,942 shares of Class B Common Stock.

The following table lists each DC Trust’s name and the name of its beneficiary (each a “Current 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

For each of the DC Trusts other than the DC Kathleen Trust, distributions of income and principal can be made in the discretion of the Trustees to the Current Beneficiary. For the DC Kathleen Trust, distributions of income and principal can be made in the discretion of the non-beneficiary Trustee to the Current Beneficiary. For each of the DC Trusts, 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.

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.

Kathleen M. Dolan is a co-Trustee of each of the 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 December 8, 2008 the CFD Children’s Trusts beneficially owned an aggregate of 1,084,918 shares of Class A Common Stock and 10,380,845 shares of Class B Common Stock.

For each of the CFD Children’s Trusts, except CFD Trust No. 1, distributions of income and principal can be made in the Trustees’ 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”). For CFD Trust No. 1, distributions of income and principal can be made in the non-beneficiary Trustee’s discretion to Kathleen M. Dolan who is the current beneficiary of this trust. 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.


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

Paul J. Dolan is the sole Trustee of CFD Trust No. 10. As of December 8, 2008, CFD Trust No. 10 owned 448,770 shares of Class A Common Stock. Paul J. Dolan does not have an economic interest in any such shares, but, as the Trustee of CFD Trust No. 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 No. 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 No. 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.

Kathleen M. 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 Tara Dolan 1989 Trust (collectively, the “DC Grandchildren Trusts”). As of December 8, 2008, the DC Grandchildren Trusts beneficially owned an aggregate of 181,881 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 grandchildren, in equal shares, or if none, to Charles F. Dolan’s then-living issue, per stirpes.

Charles P. Dolan has attained the age of 21. 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

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 December 8, 2008, the 2001 Trust owned 319,086 shares of Class A Common Stock and 7,490,024 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.

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 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 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.

EX-99.B.7 3 y73089exv99wbw7.htm EX-99.B.7: JOINT FILING AGREEMENT EX-99.B.7

Exhibit B.7

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: December 8, 2008



		CHARLES F. DOLAN, individually and as Trustee of the Charles F. Dolan 2007 Grantor Retained Annuity Trust and the Charles F. Dolan 2008 Grantor Retained Annuity Trust

		By:		*


		HELEN A. DOLAN

		By:		*


		JAMES L. DOLAN

		By:		/s/ James L. Dolan


		THOMAS C. DOLAN

		By:		/s/ Thomas C. Dolan


		PATRICK F. DOLAN

		By:		*


		KATHLEEN M. DOLAN, individually and as a Trustee for the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, the DC James Trust, the DC Thomas Trust, the DC Patrick Trust, the DC Kathleen Trust, the DC Marianne Trust, the DC Deborah Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6, and as Trustee of the Charles Dolan 1989 Trust, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust

		By:		*


		MARIANNE DOLAN WEBER

		By:		*


		DEBORAH A. DOLAN-SWEENEY

		By:		*


		LAWRENCE J. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust

		By:		*


		DAVID M. DOLAN, as a Trustee of the Charles F. Dolan 2001 Family Trust

		By:		*


		PAUL J. DOLAN, as a Trustee of the Dolan Descendants Trust, the Dolan Grandchildren Trust, the Dolan Spouse Trust, the Dolan Progeny Trust, the DC Kathleen Trust, the DC James Trust, the CFD Trust No. 1 and the CFD Trust No. 6

		By:		*


		MATTHEW J. DOLAN, as a Trustee of the DC Marianne Trust, the DC Thomas Trust, the CFD Trust No. 3 and the CFD Trust No. 5

		By:		*


		MARY S. DOLAN, as a Trustee of the DC Deborah Trust, the DC Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4

		By:		*


		DOLAN FAMILY LLC

		By:		*



* By:		/s/ Brian G. Sweeney Brian G. Sweeney
		As Attorney-in-Fact

EX-99.43 4 y73089exv99w43.htm EX-99.43: LETTER AGREEMENT EX-99.43

Exhibit 43

Dolan Family LLC
c/o Mr. Richard Bohm
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022

DECEMBER 8, 2008

Dear Mr. Bohm:

The purpose of this letter agreement is to confirm the rights and obligations of Bear, Stearns International Limited (“Bear Stearns”) and Dolan Family LLC (“Counterparty”) under the Transaction entered into on November 3, 1999 (the “Transaction”) between the parties, as evidenced by a Confirmation between the parties dated November 3, 1999 (the “Confirmation”). Any capitalized term that is used but not defined herein shall have the meaning set forth for such term in the Confirmation.

WHEREAS, pursuant to the terms of the Confirmation, Counterparty was required to settle the Transaction in three separate tranches on the Settlement Dates set forth in the Confirmation (the “Scheduled Settlement Dates”);

WHEREAS, for each of the Scheduled Settlement Dates, the Relevant Price on the applicable Pricing Date was less than the Floor Price;

WHEREAS, the aggregate Number of Shares to be Delivered by Counterparty to Bear Stearns for all Settlement Dates is 7,977,325 Class A shares (also known as NY Group Class A Shares) (the “Shares”, and the number of such Shares, the “Share Delivery Requirement”) of Cablevision Systems Corporation (“CVC” or the “Issuer”) and such number was determined in accordance with the Confirmation based on the Relevant Prices on the Pricing Dates that occurred in 2003 and 2004;

WHEREAS, settlement of the Transaction did not occur on the Scheduled Settlement Dates and the Share Delivery Requirement remains deliverable in settlement of the Transaction;

WHEREAS, prior to the execution of this letter, Bear Stearns has delivered a copy of an opinion of Davis Polk & Wardwell, on which the Issuer and its transfer agent are permitted to rely (the “Opinion”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree to effect settlement of the Transaction as follows:

Counterparty hereby irrevocably instructs J.P. Morgan Clearing Corp. and/or its agent to deliver the share certificates, representing in aggregate 7,977,325 CVC Class B shares (as known as NY Group Class B Shares), held as Collateral by Bear Stearns or

its affiliate pursuant to the Confirmation (the “Collateral Shares”), to the Issuer together with a stock power and a copy of the Opinion.

	2.		Counterparty shall irrevocably instruct the Issuer to (a) convert the Collateral Shares into fully paid and non-assessable Shares and register such Shares in the name of Cede & Co. as nominee of The Depositary Trust Company (“DTC”) and (b) instruct the transfer agent to deliver such Shares, free of any legend that relates to any restriction on the disposition thereof, including any restriction under the Securities Act of 1933, as amended, to DTC for the benefit of J.P. Morgan Clearing Corp. (DTC participant 0352) for further credit to account number 35122326-16 (such Shares, the “Settlement Shares” and the date on which the Settlement Shares are so delivered, the “Share Delivery Date”).

	3.		Upon J.P. Morgan Clearing Corp.’s receipt of the Settlement Shares in the manner described in paragraph 2 above, Counterparty shall be deemed to have fulfilled its obligation under the Transaction to deliver the Share Delivery Requirement to Bear Stearns.

	4.		Counterparty shall pay to Bear Stearns an amount in respect of dividends previously paid on the Collateral Shares (the “Date Hereof Dividend Amount”) equal to thesum of (i) $89,498,255.00 that was credited to the Collateral Account as of November 20, 2008, and (ii) interest accrued thereon in the Collateral Account from November 20, 2008 to the date hereof. The “Collateral Account” is the following account:

Citibank
111 Wall Street, New York, NY
ABA # 021000089
A/C Bear Stearns
A/C # 09253186
Sub A/C Dolan Family LLC
Sub A/C # 353-01457-XA8

			Counterparty hereby irrevocably instructs Bear Stearns to retain such amount of cash as and when credited to the Collateral Account and apply such cash in complete satisfaction of Counterparty’s obligation to pay the Date Hereof Dividend Amount to Bear Stearns. For the avoidance of doubt, the full amount of the Date Hereof Dividend Amount shall be the amount described above in the Collateral Account (exclusive of the Stock Borrow Amount received therein) and shall not require any additional payment from Counterparty.

	5.		Counterparty shall irrevocably instruct the Issuer to pay an amount in respect of the dividend on the Shares for which the record date was November 17, 2008 equal to $797,732.50 (the “November 2008 Dividend Amount”) into the Collateral Account on December 9, 2008. Counterparty hereby irrevocably instructs Bear Stearns to retain, upon receipt in the Collateral Account, an amount of cash held in the Collateral Account equal to the November 2008 Dividend Amount and apply such cash in complete satisfaction of Counterparty’s obligation to pay the November 2008 Dividend Amount to Bear Stearns.

	6.		Counterparty shall pay to Bear Stearns on the date hereof an amount equal to $3,980,000.00 with respect to Bear Stearns’ cost of borrowing Shares in order to maintain its hedge of the Transaction during the period from the Scheduled Settlement Dates to the date hereof (the “Stock Borrow Amount”). Counterparty shall make such payment to the Collateral Account and hereby irrevocably instructs Bear Stearns to retain, upon such receipt in the Collateral Account, an amount of cash held in the Collateral Account equal to the Stock Borrow Amount and apply such cash in complete satisfaction of Counterparty’s obligation to pay the Stock Borrow Amount to Bear Stearns.

	7.		Counterparty represents and warrants that it is the record holder of the Collateral Shares and that each of the Collateral Shares is convertible into one fully paid and non-assessable Share.

	8.		Counterparty agrees that it shall promptly take such steps as may be reasonably requested by Bear Stearns, in order to effect delivery of the Settlement Shares described herein, including without limitation, providing or completing stock powers or transfer instructions.

	9.		If (a) J.P. Morgan Clearing Corp. fails to receive the Settlement Shares in the manner described in paragraph 2 hereof within three New York business days following the date on which J.P. Morgan Clearing Corp. and/or its agent delivers the certificates representing the Collateral Shares, the stock power and a copy of the Opinion to the Issuer in accordance with Counterparty’s instructions set forth in paragraph 1 above, (b) Bear Stearns does not receive the November 2008 Dividend Amount in the Collateral Account by December 12, 2008 or (c) Counterparty fails to pay the Stock Borrow Amount to Bear Stearns on the date hereof, it shall be an Event of Default in respect of Counterparty under the Master Agreement.

	10.		Upon (a) J.P. Morgan Clearing Corp.’s receipt of the Settlement Shares in the manner described in paragraph 2 hereof, (b) Bear Stearns’s receipt of the November 2008 Dividend Amount in the Collateral Account and (c) Counterparty’s payment of the Stock Borrow Amount as set forth herein, the parties hereby agree and acknowledge that (i) all of Counterparty’s obligations under the Transaction and the Master Agreement shall be irrevocably, fully and completely satisfied, paid and discharged and (ii) the Transaction evidenced by the Confirmation shall terminate and have no further force or effect.

11.

This letter agreement shall be construed in accordance with and governed by the laws of the State of New York (without reference to choice of law doctrine).

Very truly yours,


BEAR, STEARNS INTERNATIONAL LIMITED

By:		/s/ Karen Reynolds Name: Karen Reynolds
		Title: Executive Director

Agreed and Acknowledged,


DOLAN FAMILY LLC

By:		/s/ Edward Atwood Name: Edward Atwood
		Title: Manager

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