SC 13D/A

0000950123-06-015035.txt : 20061211 0000950123-06-015035.hdr.sgml : 20061211 20061211163834 ACCESSION NUMBER: 0000950123-06-015035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061211 DATE AS OF CHANGE: 20061211 GROUP MEMBERS: DAVID M DOLAN GROUP MEMBERS: DEBORAH A DOLAN SWEENY 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOLAN CHARLES F CENTRAL INDEX KEY: 0000935761 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CABLEVISION SYSTEMS CORP STREET 2: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5163648450 MAIL ADDRESS: STREET 1: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CABLEVISION SYSTEMS CORP /NY CENTRAL INDEX KEY: 0001053112 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 112776686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53757 FILM NUMBER: 061268878 BUSINESS ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 BUSINESS PHONE: 5163806230 MAIL ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 SC 13D/A 1 y27891sc13dza.htm AMENDMENT NO. 18 TO SCHEDULE 13D SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 18 )

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, 2006

(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).

Amendment No. 18 to Schedule 13D

This Amendment to Schedule 13D is being filed jointly by Charles F. Dolan; 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 Marissa Waller 1989 Trust, 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, and as Trustee of the CFD Trust No. 10; 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 (the “Reporting Persons”). The Reporting Persons report on Schedule 13D as members of a group (the “Group Members”).

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, and Amendment No. 17 filed on November 13, 2006 is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 18.

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	Item 3 Source and Amount of Funds or Other Consideration
	Item 7 Material to be Filed as an Exhibit
Signature
EX-99.32: COMMITMENT ACCEPTANCE EXTENSION LETTER

Item 3 Source and Amount of Funds or Other Consideration

The disclosure in Item 3 is hereby amended by amending and restating the final two paragraphs thereof as follows:

“It is anticipated that the funding for the 2006 Transaction (as defined and described in Item 4 below) will be approximately $10.9 billion (including refinancing the Issuer’s existing credit facilities). Merrill Lynch Capital Corporation and Bear, Stearns & Co. Inc. have executed a commitment letter, dated October 8, 2006 (as modified by commitment acceptance extension letters, dated November 10, 2006, and December 8, 2006), to fully finance the 2006 Transaction through a combination of revolving credit facilities, term loans and high yield notes.

This summary of the commitment letter and commitment acceptance extension letters does not purport to be complete and is qualified in its entirety by the commitment letter attached hereto as Exhibit 28 and the commitment acceptance extension letters attached hereto as Exhibit 31 and Exhibit 32, complete texts of which are hereby incorporated by reference. The structure of the 2006 Transaction reflected in the commitment letter remains under review and subject to change prior to execution by all parties.”

Item 7 Material to be Filed as an Exhibit.

The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:

Page 1 of 4

Exhibit 32: Commitment Acceptance Extension Letter, dated December 8, 2006, executed by Merrill Lynch Capital Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc. and Bear Stearns Corporate Lending Inc.

Page 2 of 4

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 11, 2006


		CHARLES F. DOLAN

		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 Dolan Descendants Trust, Dolan Progeny Trust, Dolan Grandchildren Trust, Dolan Spouse 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 Marissa Waller 1989 Trust, the Charles Dolan 1989 Trust, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust

		By:		*


		MARIANNE DOLAN WEBER

		By:		*

Page 3 of 4


		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 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 No. 10

		By:		*


		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

		By:		*


		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

		By:		*


		DOLAN FAMILY LLC

		By:		*



* By:		/s/ Brian G. Sweeney

		Brian G. Sweeney
		As Attorney-in-Fact

Page 4 of 4

EX-99.32 2 y27891exv99w32.htm EX-99.32: COMMITMENT ACCEPTANCE EXTENSION LETTER EX-99.32

Exhibit 32


MERRILL LYNCH CAPITAL		BEAR, STEARNS & CO. INC.
CORPORATION		BEAR STEARNS CORPORATE LENDING
MERRILL LYNCH, PIERCE, FENNER &		INC.
SMITH		383 Madison Avenue
INCORPORATED		New York, New York 10197
4 World Financial Center
North Tower
New York, NY 10080

HIGHLY CONFIDENTIAL

December 8, 2006

Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714
Attention: Victoria D. Salhus,
Senior Vice President,
Deputy General Counsel and Secretary

Project Central Park
Commitment Acceptance Extension Letter

Ladies and Gentlemen:

Reference is made to the Commitment Letter dated as of October 8, 2006 (the “Commitment Letter”) among Cablevision Systems Corporation, a Delaware corporation (“you” or “Central Park”), Merrill Lynch Capital Corporation (“Merrill Lynch”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), Bear Stearns Corporate Lending Inc. (“BSCL”) and Bear, Stearns & Co. Inc. (“BSC”). Capitalized terms used but not defined in this letter (and references to “you,” “we” and “us”) have the meanings assigned thereto in the Commitment Letter (including the attachments thereto).

We hereby agree to extend the deadline for your acceptance of our respective commitments and undertakings under the Commitment Letter, as set forth in the last sentence of the page of the Commitment Letter that immediately precedes the signature pages thereto, from 5:00 p.m., New York time, on November 10, 2006 to 5:00 p.m., New York time, on January 12, 2007.

This letter shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of this letter.

This letter, the Commitment Letter, the Engagement Letter, the Term Sheets and the Fee Letter are the only agreements between the parties hereto with respect to the matters contemplated hereby and thereby and set forth the entire understanding of the parties with respect thereto. This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this letter by telecopier or facsimile shall be effective as delivery of a manually executed counterpart.

[Remainder of Page Intentionally Left Blank]

- 2 -

We are pleased to have this opportunity and we look forward to working with you on this transaction.


Very truly yours, MERRILL LYNCH CAPITAL CORPORATION
By:	/s/ David Tuvlin
	Name:	David Tuvlin
	Title:	Vice President


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ David Tuvlin
	Name:	David Tuvlin
	Title:	Managing Director


BEAR, STEARNS & CO. INC.
By:	/s/ Larry Alletto
	Name:	Larry Alletto
	Title:	Senior Managing Director


BEAR STEARNS CORPORATE LENDING INC.
By:	/s/ Larry Alletto
	Name:	Larry Alletto
	Title:	Executive Vice President

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