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EX-99.3 - EX-99.3 - CSC HOLDINGS LLC | y91897exv99w3.htm |
EX-99.2 - EX-99.2 - CSC HOLDINGS LLC | y91897exv99w2.htm |
EX-99.1 - EX-99.1 - CSC HOLDINGS LLC | y91897exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 30, 2011
June 30, 2011
CABLEVISION SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | No. 1-14764 | No. 11-3415180 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
CSC HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
Delaware | No. 1-9046 | No. 27-0726696 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
1111 Stewart Avenue | ||
Bethpage, New York | 11714 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (516) 803-2300
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement | ||||||||
Item 2.01 Completion of Acquisition or Disposition of Assets | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EX-99.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 |
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
Under the Related Party Transaction Approval Policy of Cablevision Systems Corporation
(Cablevision), a committee (an Independent Committee) of the Board of Directors of Cablevision
consisting entirely of directors who have been determined by the Board of Directors to be
independent directors for purposes of the NYSE corporate governance standards (Independent
Directors) reviews and approves or takes such other action as it may deem appropriate with respect
to transactions involving Cablevision and its subsidiaries, including CSC Holdings, LLC (CSC
Holdings), on the one hand, and in which any director, officer, greater than 5% stockholder of
Cablevision or any other related person as defined in Item 404 of Regulation S-K of the
Securities and Exchange Commission (Item 404) has or will have a direct or indirect material
interest. This approval requirement covers any transaction that meets the related party disclosure
requirements of the Securities and Exchange Commission as set forth in Item 404. Under the Related
Party Transaction Approval Policy, an Independent Committee similarly oversees approval of
transactions and arrangements between Cablevision and its subsidiaries, including CSC Holdings, on
the one hand, and The Madison Square Garden Company (MSG) and its subsidiaries, on the other
hand, to the extent involving amounts in excess of the dollar threshold set forth in Item 404 (the
Item 404 Threshold). In connection with the AMC Distribution (as defined in Item 2.01 below) and
effective as of the time thereof, the Board of Directors of Cablevision amended its Related Party
Transaction Approval Policy. As so amended, an Independent Committee will also oversee approval of
transactions and arrangements between Cablevision and its subsidiaries, including CSC Holdings, on
the one hand, and AMC Networks Inc. (AMC Networks) and its subsidiaries, on the other hand, to
the extent involving amounts in excess of the Item 404 Threshold. The Related Party Transaction
Approval Policy continues to provide that to simplify the administration of the approval process
under the Related Party Transaction Approval Policy, an Independent Committee may, where it deems
it to be appropriate, establish guidelines for certain types of these transactions. The approval
requirement will not apply to the implementation and administration of intercompany arrangements
under the Related Party Transaction Approval Policy, but will cover any amendments, modifications,
terminations or extensions involving amounts in excess of the Item 404 Threshold, as well as the
handling and resolution of any disputes involving amounts in excess of the Item 404 Threshold.
Cablevisions executive officers and directors who are also senior executives or directors of MSG
or AMC Networks may participate in the negotiation, execution, amendment, modification, or
termination of intercompany arrangements subject to the Related Party Transaction Approval Policy,
as well as in any resolution of disputes under intercompany arrangements, on behalf of either or
both of Cablevision and MSG or AMC Networks, in each case under the direction of an Independent
Committee or the comparable committee of the board of directors of MSG or AMC Networks.
Except as noted above, the Cablevision Related Party Transaction Approval Policy has not been
changed. The Related Party Transaction Approval Policy as amended is included as an exhibit to this
Form 8-K and the foregoing discussion of that document is qualified in its entirety to that
document as so filed.
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Policy Concerning Certain Matters Relating to MSG and AMC Networks
As discussed in the Form 8-K of Cablevision and CSC Holdings filed on June 9, 2011, Charles F.
Dolan will be the Executive Chairman of AMC Networks and will devote a portion of his business time
to that role. He will retain his position as Cablevisions Chairman and will devote most of his
business time to that role. In addition, the following directors of Cablevision will also become
directors of AMC Networks in connection with the AMC Distribution: Charles F. Dolan, James L.
Dolan, Kristin A. Dolan, Patrick F. Dolan, Thomas C. Dolan, Marianne Dolan Weber, Brian G. Sweeney
and Leonard Tow.
In light of the AMC Distribution and these overlapping relationships, Cablevision amended its
Policy Concerning Certain Matters Relating to The Madison Square Garden Company, Including
Responsibilities of Overlapping Directors and Officers to also cover matters relating to AMC
Networks (the Overlap Policy). In the Overlap Policy, Cablevision recognizes that (a) certain
directors and officers (the Overlap Persons) of Cablevision and its subsidiaries, including CSC
Holdings (collectively, the Corporation), have served and may serve as directors, officers,
employees and agents of MSG and AMC Networks and their respective subsidiaries and successors (each
of the foregoing is an Other Entity), (b) the Corporation, directly or indirectly, may engage in
the same, similar or related lines of business as those engaged in by any Other Entity and other
business activities that overlap with or compete with those in which such Other Entity may engage,
(c) the Corporation may have an interest in the same areas of business opportunity as an Other
Entity, (d) the Corporation will derive substantial benefits from the service of Overlap Persons as
directors or officers of the Corporation and (e) it is in the best interests of the Corporation
that the rights of the Corporation, and the duties of any Overlap Persons, be determined and
delineated as provided in the Overlap Policy in respect of any Potential Business Opportunities (as
defined below) and in respect of the agreements and transactions referred to therein. The
provisions of the Overlap Policy will, to the fullest extent permitted by law, regulate and define
the conduct of the business and affairs of the Corporation and its officers and directors who are
Overlap Persons in connection with any Potential Business Opportunities and in connection with any
agreements and transactions referred to therein. References in the Overlap Policy to directors,
officers, employees and agents of any person will be deemed to include those persons who hold
similar positions or exercise similar powers and authority with respect to any other entity that is
a limited liability company, partnership, joint venture or other non-corporate entity.
If a director or officer of the Corporation who is an Overlap Person is presented or offered,
or otherwise acquires knowledge of, a potential transaction or matter that may constitute or
present a business opportunity for the Corporation, in which the Corporation could, but for the
provisions of the Overlap Policy, have an interest or expectancy (any such transaction or matter,
and any such actual or potential business opportunity, a Potential Business Opportunity), (i)
such Overlap Person will, to the fullest extent permitted by law, have no duty or obligation to
refrain from referring such Potential Business Opportunity to any Other Entity and, if such Overlap
Person refers such Potential Business Opportunity to an Other Entity, such Overlap Person shall
have no duty or obligation to refer such Potential Business Opportunity to the Corporation or to
give any notice to the Corporation regarding such Potential Business Opportunity (or any matter
related thereto), (ii) if such Overlap Person refers a Potential
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Business Opportunity to an Other Entity, such Overlap Person, to the fullest extent permitted
by law, will not be liable to the Corporation as a director, officer, stockholder or otherwise, for
any failure to refer such Potential Business Opportunity to the Corporation, or for referring such
Potential Business Opportunity to any Other Entity, or for any failure to give any notice to the
Corporation regarding such Potential Business Opportunity or any matter relating thereto; (iii) any
Other Entity may participate, engage or invest in any such Potential Business Opportunity
notwithstanding that such Potential Business Opportunity may have been referred to such Other
Entity by an Overlap Person, and (iv) if a director or officer who is an Overlap Person refers a
Potential Business Opportunity to an Other Entity, then, as between the Corporation and such Other
Entity, the Corporation shall be deemed to have renounced any interest, expectancy or right in or
to such Potential Business Opportunity or to receive any income or proceeds derived therefrom
solely as a result of such Overlap Person having been presented or offered, or otherwise acquiring
knowledge of, such Potential Business Opportunity, unless in each case referred to in clause (i),
(ii), (iii) and (iv), such Potential Business Opportunity satisfies all of the following conditions
(any Potential Business Opportunity that satisfies all of such conditions, a Restricted Potential
Business Opportunity): (A) such Potential Business Opportunity was expressly presented or offered
to the Overlap Person solely in his or her capacity as a director or officer of the Corporation;
(B) the Overlap Person believed that the Corporation possessed, or would reasonably be expected to
be able to possess, the resources necessary to exploit such Potential Business Opportunity; and (C)
such opportunity relates exclusively to the business of owning and operating a cable television,
high speed data or voice telephone system; provided, that the Corporation is directly engaged in
such business at the time the Potential Business Opportunity is presented or offered to the Overlap
Person. In the Overlap Policy, the Corporation renounces, to the fullest extent permitted by law,
on behalf of itself and each of its subsidiaries, any interest or expectancy in any Potential
Business Opportunity that is not a Restricted Potential Business Opportunity. In the event the
Corporations board of directors declines to pursue a Restricted Potential Business Opportunity,
Overlap Persons are free to refer such Restricted Potential Business Opportunity to an Other
Entity.
No contract, agreement, arrangement or transaction (or any amendment, modification or
termination thereof) entered into between the Corporation, on the one hand, and an Other Entity, on
the other hand, before such Other Entity ceased to be an indirect, wholly-owned subsidiary of
Cablevision shall be void or voidable or be considered unfair to the Corporation solely because an
Other Entity is a party thereto, or because any directors, officers or employees of an Other Entity
were present at or participated in any meeting of the board of directors, or a committee thereof,
of the Corporation, that authorized the contract, agreement, arrangement or transaction (or any
amendment, modification or termination thereof), or because his, her or their votes were counted
for such purpose. The Corporation may from time to time enter into and perform one or more
contracts, agreements, arrangements or transactions (or amendments, modifications or supplements
thereto) with an Other Entity. To the fullest extent permitted by law, no such contract,
agreement, arrangement or transaction (nor any such amendments, modifications or supplements), nor
the performance thereof by the Corporation or an Other Entity, shall be considered contrary to any
fiduciary duty owed to the Corporation (or to any stockholder of the Corporation) by any director
or officer of the Corporation who is an
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Overlap Person. To the fullest extent permitted by law, no
director or officer of the Corporation who is an
Overlap Person thereof shall have or be under any fiduciary duty to the Corporation
(or to any stockholder of the Corporation) to refrain from acting on behalf of the Corporation or
an Other Entity, in respect of any such contract, agreement, arrangement or transaction or
performing any such contract, agreement, arrangement or transaction in accordance with its terms
and each such director or officer of the Corporation who is an Overlap Person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and shall be deemed not to have breached his or her duties
of loyalty to the Corporation or any of its stockholders, and not to have derived an improper
personal benefit therefrom.
No alteration, amendment or repeal of, or adoption of any provision inconsistent with, any
provision of the Overlap Policy will have any effect upon (a) any agreement between the Corporation
and any Other Entity thereof, that was entered into before the time of such alteration, amendment
or repeal or adoption of any such inconsistent provision (the Amendment Time), or any transaction
entered into in connection with the performance of any such agreement, whether such transaction is
entered into before or after the Amendment Time, (b) any transaction entered into between the
Corporation and any Other Entity, before the Amendment Time, (c) the allocation of any business
opportunity between the Corporation and any Other Entity before the Amendment Time, or (d) any duty
or obligation owed by any director or officer of the Corporation (or the absence of any such duty
or obligation) with respect to any Potential Business Opportunity which such director or officer
was offered, or of which such director or officer otherwise became aware, before the Amendment Time
(regardless of whether any proceeding relating to any of the above is commenced before or after the
Amendment Time).
The Overlap Policy was approved by a committee of independent directors of the Boards of
Cablevision and CSC Holdings. The Overlap Policy is included as an exhibit to this Form 8-K and
the foregoing discussion of that document is qualified in its entirety to that document as so
filed.
Item 2.01 Completion of Acquisition or Disposition of Assets
On June 30, 2011, Cablevision distributed to its stockholders all of the common stock of AMC
Networks (the AMC Distribution). AMC Networks owns directly or indirectly all of the interests
in four nationally distributed programming networks: AMC, WE tv, IFC and Sundance Channel, as well
as AMC/Sundance Channel Global, IFC Entertainment, AMC Networks Broadcasting & Technology (formerly
Rainbow Network Communications) and certain other businesses which were classified in the Rainbow
segment of Cablevision. The AMC Distribution took the form of a distribution by Cablevision of one
share of AMC Networks Class A Common Stock for every four shares of Cablevision NY Group Class A
Common Stock held of record at the close of business in New York City on June 16, 2011 (the Record
Date) and one share of AMC Networks Class B Common Stock for every four shares of Cablevision NY
Group Class B Common Stock held of record on the Record Date.
On June 30, 2011, immediately prior to the AMC Distribution, CSC Holdings distributed to
Cablevision, its sole member, all of the common stock of AMC Networks.
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Subsequent to the AMC Distribution, Cablevision and CSC Holdings will no longer consolidate
the financial results of AMC Networks for the purpose of their own financial reporting. After the
date of the AMC Distribution, the historical financial results of AMC Networks will be reflected in
the consolidated financial statements of Cablevision and CSC Holdings as discontinued operations
for all periods presented through the AMC Distribution date, beginning with the financial
statements to be filed for the quarter ended June 30, 2011. Filed as an exhibit to this Form 8-K
are unaudited pro forma condensed consolidated balance sheets of Cablevision and CSC Holdings as of
March 31, 2011, and unaudited pro forma condensed consolidated statements of operations of
Cablevision and CSC Holdings for the three months ended March 31, 2011 and 2010 and unaudited pro
forma consolidated statements of operations of Cablevision and CSC Holdings for the years ended
December 31, 2010, 2009 and 2008, in each case giving effect to the AMC Distribution.
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Item 9.01 Financial Statements and Exhibits
(b) Pro forma Financial Information
The unaudited pro forma condensed consolidated balance sheets of Cablevision Systems
Corporation and CSC Holdings, LLC dated as of March 31, 2011, and the unaudited pro forma condensed
consolidated statements of operations of Cablevision Systems Corporation and CSC Holdings, LLC for
the three months ended March 31, 2011 and 2010 and the unaudited pro forma consolidated statements
of operations of Cablevision Systems Corporation and CSC Holdings, LLC for the years ended December
31, 2010, 2009 and 2008 are filed as Exhibit 99.3 to this Current Report on Form 8-K.
(d)
99.1 Cablevision Systems Corporation Related Party Transaction Approval Policy.
99.2 Cablevision Systems Corporation Policy Concerning Certain Matters Relating to The Madison
Square Garden Company and AMC Networks Inc., Including Responsibilities of Overlapping Directors
and Officers.
99.3 Unaudited pro forma condensed consolidated balance sheets of Cablevision Systems
Corporation and CSC Holdings, LLC dated as of March 31, 2011, and the unaudited pro forma condensed
consolidated statements of operations of Cablevision Systems Corporation and CSC Holdings, LLC for
the three months ended March 31, 2011 and 2010 and the unaudited pro forma consolidated statements
of operations of Cablevision Systems Corporation and CSC Holdings, LLC for the years ended December
31, 2010, 2009 and 2008.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CABLEVISION SYSTEMS CORPORATION (Registrant) |
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By: | /s/ Gregg G. Seibert | |||
Name: | Gregg G. Seibert | |||
Title: | Executive Vice President and Chief Financial Officer |
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Dated: July 1, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CSC HOLDINGS, LLC (Registrant) |
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By: | /s/ Gregg G. Seibert | |||
Name: | Gregg G. Seibert | |||
Title: | Executive Vice President and Chief Financial Officer |
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Dated: July 1, 2011
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