Exhibit 12
FINAL
SALES PLAN
Sales Plan dated April 7, 2004 (this "Sales Plan") between Xxxxxxx X.
Xxxxx 2001 Family Trust fbo Xxxxxxxx X. Xxxxx ("Seller") and Bear, Xxxxxxx & Co.
Inc. ("Bear Xxxxxxx"), acting as agent.
A. RECITALS
1. This Sales Plan is entered into between Seller and Bear
Xxxxxxx as the Seller's adoption of a written plan for trading securities that
complies with the requirements of Rule 10b5-1(c)(1) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. Seller is establishing this Sales Plan in order to permit the
orderly disposition of a portion of Seller's holdings of the Class A common
stock, $0.01 par value per share of Cablevision Systems Corporation (the "Stock"
and the "Issuer" as the case may be), consisting of Stock that Seller acquired
as set forth in Section B.10 below. This Sales Plan may also include shares of
Spinco Stock, as that term is defined in Section C.3.(d) herein, that may be
issued, to the Seller during the duration of this Sales Plan.
B. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
1. As of the date on which Seller executed this Sales Plan,
Seller was not aware of any material nonpublic information concerning the Issuer
or its securities or of Rainbow Spinco, as defined in Section C.3.(d) herein.
Seller entered into this Sales Plan in good faith and not as part of a plan or
scheme to evade compliance with the federal securities laws.
2. The securities to be sold under this Sales Plan are owned free
and clear or will be held free and clear by Seller upon Issuance and/or
conversion and are not subject to any liens, security interests or other
encumbrances or limitations on disposition other than those imposed by Rules 144
or 145 under the Securities Act of 1933, as amended (the "Securities Act").
Bear Xxxxxxx acknowledges that the Stock to be sold under this Sales
Plan will be acquired by the Seller upon conversion of shares of Class B common
stock of Issuer currently owned by Seller and that the Spinco Stock contemplated
by the Sales Plan may be issued to Seller during the duration of this Sales Plan
as outlined herein.
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3. Seller agrees to provide Bear Xxxxxxx with a certificate dated
as of the date hereof and signed by the Issuer substantially in the form of
Exhibit A hereto prior to commencement of sales of Stock or Spinco Stock
pursuant to this Sales Plan.
4. Seller agrees to complete, execute and deliver to Bear Xxxxxxx
a seller's representation letter dated as of the date hereof substantially in
the form of Exhibit B hereto prior to the commencement of sales of Stock or
Spinco Stock pursuant to this Sales Plan.
5. The execution and delivery of this Sales Plan by Seller and
the transactions contemplated by this Sales Plan will not contravene any
provision of applicable law or any agreement or other instrument binding on
Seller or any judgment, order or decree of any governmental body, agency or
court having jurisdiction over Seller.
6. Seller agrees that until this Sales Plan has been terminated
he shall, upon written request from Bear Xxxxxxx delivered to Seller from time
to time, provide such information as is reasonably requested to confirm that
sales under the Sales Plan are in compliance with Rule 144 or Rule 145.
7. Seller agrees that he shall not, directly or indirectly,
communicate any information relating to the Stock, Issuer, or the Rainbow Spinco
to any employee of Bear Xxxxxxx or its affiliates who is involved, directly or
indirectly, in executing this Sales Plan at any time while the Sales Plan is in
effect.
8. (a) Seller agrees to make all filings, if any, required under
Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the
extent any such filings are applicable to Seller. Bear Xxxxxxx shall, pursuant
to Section G.5., notify Seller by facsimile, e-mail or telephone of any sales of
Stock or Spinco Stock made pursuant to this Sales Plan no later than the next
business day.
(b) Seller agrees that he shall in connection with the performance
of this Sales Plan comply with all applicable laws, including, without
limitation, Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(c) Seller acknowledges that Seller is deemed an insider
(generally classified as an officer, director or 10% shareholder) of the Issuer.
9. (a) Seller represents and warrants that Seller acquired the
Class B common stock of the Issuer over two years ago and that such shares are
currently convertible into Class A common stock. Seller further represents and
warrants that the Class A common stock to be sold pursuant to this Sales Plan
may be sold in compliance with Rule 144 upon conversion.
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Furthermore, Seller represents and warrants that the shares of Spinco
Stock contemplated by this Sales Plan may be sold under Rule 144 upon issuance.
(b) Seller agrees not to take, and agrees not to cause any person
or entity with which Seller would be required to aggregate sales of Stock or
Spinco Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action
that would cause the sales hereunder not to meet all applicable requirements of
Rule 144.
(c) Bear Xxxxxxx agrees to file Forms 144 for the sales to be
effected under this Sales Plan at such times as Seller may be required or
permitted by applicable law. (1)
(d) Bear Xxxxxxx agrees to conduct all sales pursuant to this
Sales Plan in accordance with whatever provisions of Rule 144 or Rule 145 are
applicable, including, but not limited to, the manner of sale requirement of
Rule 144 of the Securities Act, and in no event shall Bear Xxxxxxx effect any
sale if such sale would exceed the then-applicable volume limitation under Rule
144, assuming that, unless Bear Xxxxxxx shall be notified otherwise by Seller or
the Issuer, in a timely manner, the sales to be made by Bear Xxxxxxx under this
Sales Plan (together with Sales made under the Sales Plans, dated as of the date
hereof, between each of Xxxxxxx X. Xxxxx, CFD Trust #10, Xxxxxxx X. Xxxxx 2001
Family Trust fbo Xxxxxxx Xxxxx-Xxxxxxx, Xxxxxxx X. Xxxxx 2001 Family Trust fbo
Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx 2001 Family Trust fbo Xxxxxxxx Xxxxx Xxxxx
(the "Other Sellers") and Bear Xxxxxxx (the "Aggregated Sales Plans") are the
only sales subject to such limitation. Bear Xxxxxxx agrees that not more than an
aggregate of 250,000 shares of Stock, which may be adjusted as provided in
Section C.3.d herein (and in the Aggregated Sales Plans) and, for sales after
the Rainbow Spinoff, increased by the amount that the Monthly Sale Amount will
be increased as set forth in Section C.3.d. herein and in the Aggregated Sales
Plans, may be sold pursuant to this Sales Plan and the Aggregated Sales Plans
during any 30 day period.
Seller hereby understands and agrees that Bear Xxxxxxx shall not be
liable for any failure by the Seller or Issuer to timely inform Bear Xxxxxxx of
any sales by the Seller or by any individuals or entities that Seller must
aggregate with if Bear Xxxxxxx fails to receive such information prior to
executing sales under this Plan.
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(1) The Seller's representation on the Forms 144 regarding Seller's
knowledge of material information regarding the Issuer may be made as of the
date the Sales Plan is adopted. The "Remarks" section of each Form 144 should
state that the sale is being made pursuant to a previously adopted plan intended
to comply with Rule 10b5-1(c) and indicate the later of the date the Sales Plan
was adopted or was most recently amended and that the representation is made as
of such date.
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10. Seller shall maintain in its account at Bear Xxxxxxx a
sufficient number of shares to cover all sales contemplated by this Sales Plan
together with stock powers and other necessary transfer documentation. Upon the
request of Bear Xxxxxxx, Seller shall provide Bear Xxxxxxx with additional Forms
144 and other documentation necessary to carry out sales of Stock and Spinco
stock under this Sales Plan.
C. IMPLEMENTATION OF THE PLAN
1. Seller hereby appoints Bear Xxxxxxx to sell shares of Stock
pursuant to the terms and conditions set forth below and on Schedule A hereto.
Subject to such terms and conditions, Bear Xxxxxxx hereby accepts such
appointment.
2. Bear Xxxxxxx is authorized to begin selling Stock and Spinco
Stock pursuant to this Sales Plan commencing on May 1, 2004 and ending on the
earliest of October 31, 2005, or two business days after receipt of notice of
death of Seller or of the commencement of any proceedings in respect of or
triggered by the Seller's bankruptcy or insolvency, or the date on which the
maximum number of shares of Stock and Spinco Stock, authorized to be sold under
this Sales Plan, as set forth on Schedule A, have been sold.
3. (a) Subject to the terms and conditions of this Sales Plan,
commencing on May 1, 2004, Bear Xxxxxxx may sell with time, price and amount
discretion by Xxxx X. Xxxxxxxxx, Xxxxxxx Xxxx or another successor registered
representative designated by Bear Xxxxxxx, a total of 300,000 shares of Stock
(the "Sale Amount"). Subject to the terms and conditions of this Sales Plan,
Bear Xxxxxxx shall sell the number of shares of Stock during each calendar month
(each, a "Sale Month") as set forth on Schedule A (the "Monthly Sale Amount").
For any sales pursuant to this Sales Plan prior to the Rainbow Spinoff
(as defined below ), the Monthly Sale Amount may be sold on any day that the
principal market in which the Stock trades is open (each such day a "Sale Day"),
at a gross price before deduction of commissions or xxxx-down of at least $22.00
per share ("Minimum Sale Price").
For sales made pursuant to this Sales Plan after the Rainbow Spinoff,
the Monthly Sale Amount may be sold on any Sale Day at a gross price before
deduction of commissions or xxxx-down equal to at least the Aggregate Minimum
Sale Price (as defined in Section C.3.d).
Any of the Monthly Sale Amount either before or after the Rainbow
Spinoff, not sold during a Sale Month shall be rolled over and sold on the next
Sale Day that such shares of Stock or Spinco Stock may be sold in compliance
with this Sales Plan, at the then applicable Sales Price.
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Bear Xxxxxxx recognizes that the Seller does not want to file an
inordinate number of Form 4's during any month and shall consider this desire as
one factor among many in the course of exercising time, price and amount
discretion over the sales.
(b) Subject to the Minimum Sale Price and the other applicable
provisions of this Sales Plan, Bear Xxxxxxx shall sell the Sale Amount on each
Sale Day during the applicable month under ordinary principles of best
execution.
(c) The Seller agrees to pay Bear Xxxxxxx the commission set forth
in the letter from Bear Xxxxxxx to the Seller and the Other Sellers (the "Fee
Letter"). Bear Xxxxxxx will deduct its commission, the standard Securities and
Exchange Commission fee, and any regulatory or transfer taxes from the proceeds
of any sale of Stock or Spinco Stock under this Sales Plan.
(d) The Monthly Sale Amount and any other applicable provisions of
the Sales Plan shall be adjusted automatically on a proportionate basis to take
into account any stock split, reverse stock split or stock dividend with respect
to the Stock or any similar transaction with respect to the Issuer's stock or
Spinco Stock that occurs during the Sales Plan.
In October 2003, the Issuer announced that its board of directors had
approved an amended plan to spin-off the Issuer's recently launched satellite
service, Rainbow DBS and three of Rainbow Media's national entertainment
services - AMC, the Independent Film Channel and WE: Women's Entertainment -
their subsidiaries, and certain other Rainbow businesses (the "Rainbow Spinoff")
which, if completed will result in the formation of a new entity, referred to
herein as "Rainbow Spinco." In the event the Rainbow Spinoff is completed, this
Sales Plan shall be adjusted to cover the number of shares of stock of Rainbow
Spinco (the "Spinco Stock") received by Seller in respect of the Stock subject
to the Sales Plan at the time of the Rainbow Spinoff.
Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, the
Minimum Sale Price, as defined above, shall be adjusted such that the aggregate
gross sale prices before the deduction of commissions or markdowns of one share
of Stock plus the number of shares of Spinco Stock received by Seller in respect
of one share of Stock in the Rainbow Spinoff shall equal the Minimum Sale Price
per share of Stock immediately prior to the Rainbow Spinoff (such adjusted
Minimum Sale Price, the "Aggregate Minimum Sale Price"). Sales under the
Aggregate Minimum Sales Price shall not take place until the first full Spinco
Stock trading day has been completed (9:30 a.m. EST through 4:00 p.m. EST).
NOTE: Please see Annex A for an example of the calculation for
adjusting the Minimum Sale Price in accordance with this section.
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Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, no
shares of Stock of the Issuer may be sold pursuant to this Sales Plan unless the
number of shares of Spinco Stock received in respect of such shares are sold on
the same day and no shares of Rainbow Spinco may be sold pursuant to the Sales
Plan unless the number of shares of Issuer Stock in respect of which such shares
of Rainbow Spinco were received are sold on the same day.
In the event that shares of Stock are sold pursuant to this Sales Plan,
but Bear Xxxxxxx is unable to complete a sale of the accompanying Spinco Stock
on the same day in accordance with this Sales Plan, then such shares of Spinco
Stock shall be sold as soon as is reasonably practicable, provided that the
Aggregate Minimum Sale Price is met with respect to such sale. In the event that
shares of Spinco Stock are sold pursuant to this Sales Plan, but Bear Xxxxxxx is
unable to complete a sale of the accompanying Stock on the same day in
accordance with this Sales Plan, then such shares of Stock shall be sold as soon
as is reasonably practicable, provided that the Aggregate Minimum Sale Price is
met with respect to such sale.
Furthermore, Shares of Stock of the Issuer and shares of Spinco Stock
may only be sold if the Aggregate Minimum Sale Price is met.
(e) Seller understands that Bear Xxxxxxx may not be able to effect
a sale due to a market disruption or a legal, regulatory or contractual
restriction applicable to Bear Xxxxxxx or any other event or circumstance (a
"Blackout"). Seller also understands that even in the absence of a Blackout,
Bear Xxxxxxx may be unable to effect sales consistent with ordinary principles
of best execution due to insufficient volume of trading, failure of the Stock or
Spinco Stock to reach and sustain a limit order price, or other market factors
in effect on the date of a sale.
(f) Seller and Bear Xxxxxxx agree that if Issuer enters into a
transaction that results, in Issuer's good faith determination, in the
imposition of trading restrictions on the Seller, such as a pooling-of-interests
transaction or stock offering requiring an affiliate lock-up ("Issuer
Restriction"), and if Issuer shall provide Broker at least three (3) days' prior
written notice signed by Issuer and Seller and confirmed by telephone of such
trading restrictions (Attn: Xxxxxxx Xxxxxx, Tel No.: (000) 000-0000, Fax No.:
(000) 000-0000; and Xxx Xxxxxxx, Tel No.: (000) 000-0000, Fax No.: (917)
000-0000, then Bear Xxxxxxx will cease effecting sales under this Sales Plan
until notified in writing by Issuer that such restrictions have terminated. Bear
Xxxxxxx shall resume effecting Sales in accordance with this Sales Plan as soon
as practicable after the cessation or termination of a Blackout or receipt of
the notice as set forth in the preceding sentence that the Issuer Restriction
has ended. Any unfilled sales that are not executed due to the existence of a
Blackout or Issuer Restriction shall be effected pursuant to this Sales Plan on
the next Sale Day that such shares of Stock or Spinco Stock may be sold in
compliance with this Sales Plan.
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4. To the extent that any Stock or Spinco Stock remains in the
Seller's account after the end of, or upon termination of this Sales Plan, Bear
Xxxxxxx agrees to return such Stock and Spinco Stock promptly to the Issuer's
transfer agent for relegending to the extent that such Stock and Spinco Stock
would then be subject to transfer restrictions in the hands of the Seller or
otherwise to be put in such name as directed by Seller.
5. Subject to the parameters specified in Section C(3) above, and
in each such case, subject to the manner of sale requirement of Rule 144 being
satisfied as provided in Section B(10)(d), sales of the Stock and Spinco Stock
may be effected, in whole or in part, on an agency basis or, if Bear Xxxxxxx is
a market maker in the Stock at the time that any sale is to be made under this
Sales Plan, Bear Xxxxxxx may, in its sole discretion, effect one or more sales
on a principal basis commensurate with all regulatory requirements regarding
best execution practices.
6. Seller acknowledges and agrees that he does not have
authority, influence or control over any sales of Stock and Spinco Stock
effected by Bear Xxxxxxx pursuant to this Sales Plan, and will not attempt to
exercise any authority, influence or control over such sales.
D. TERMINATION
1. This Sales Plan may not be terminated prior to the end of the
Sales Plan, except upon direction by Seller or by notice from Bear Xxxxxxx that
Bear Xxxxxxx, in its sole discretion, has determined that it is prohibited from
continuing to operate as agent by a legal, contractual or regulatory restriction
applicable to it or its affiliates. Any modification of this Sales Plan by
Seller will be made in good faith and not as part of a scheme to evade the
prohibitions of the Rule. In particular, subject to the Seller's right to
terminate this Sales Plan, Seller agrees not to alter or modify this Sales Plan
at any time that Seller is aware of any material non-public information about
the Issuer, the Stock, the Spinco Stock, or the Rainbow Spinco.
E. LIMITATION OF LIABILITY
1. Notwithstanding any other provision hereof, neither Seller nor
Bear Xxxxxxx shall be liable to the other for:
(a) special, indirect, punitive, exemplary or
consequential damages, or incidental losses or incidental damages of
any kind, even if advised of the possibility of such losses or damages
or if such losses or damages could have been reasonably foreseen, or
(b) any failure to perform or to cease performance or any
delay in performance that results from a cause or circumstance that is
beyond its
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reasonable control, including but not limited to failure of electronic
or mechanical equipment, strikes, failure of common carrier or utility
systems, severe weather, market disruptions or other causes commonly
known as "acts of God".
2. Seller has consulted with his own advisors as to the legal,
tax, business, financial and related aspects of, and has not relied upon Bear
Xxxxxxx or any person affiliated with Bear Xxxxxxx in connection with, Seller's
adoption and implementation of this Sales Plan.
3. Seller acknowledges and agrees that in performing his
obligations hereunder neither Bear Xxxxxxx nor any of its affiliates nor any of
their respective officers, employees or other representatives is exercising any
discretionary authority or discretionary control respecting management of
Seller's assets, or exercising any authority or control respecting management or
disposition of Seller's assets, or otherwise acting as a fiduciary (within the
meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974,
as amended, or Section 2510.3-21 of the Regulations promulgated by the United
States Department of Labor) with respect to Seller or Seller's assets. Without
limiting the foregoing, Seller further acknowledges and agrees that neither Bear
Xxxxxxx nor any of its affiliates nor any of their respective officers,
employees or other representatives has provided any "investment advice" within
the meaning of such provisions, and that no views expressed by any such person
will serve as a primary basis for investment decisions with respect to Seller's
assets.
4. Seller agrees to indemnify and hold harmless Bear Xxxxxxx and
its officers, directors, employees, agents and affiliates from and against any
losses, liabilities, claims, damages and expenses including but not limited to
reasonable attorneys' fees and the costs of investigating or defending any
matter, arising out of or incurred in connection with this Sales Plan
("Losses"), except to the extent Losses are found in a final award or judgment
by an arbitrator or court of competent jurisdiction (not subject to further
appeal) to have resulted from gross negligence or willful misconduct on the part
of Bear Xxxxxxx.
F. AGREEMENT TO ARBITRATE
1. Seller and Bear Xxxxxxx have agreed pursuant to a customer
agreement that disputes arising out of, this Sales Plan shall be determined by
arbitration.
2. Bear Xxxxxxx and Seller agree that the arbitration provisions
of the customer agreement are incorporated by reference herein.
G. GENERAL
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1. Seller and Bear Xxxxxxx acknowledge and agree that Bear
Xxxxxxx is acting as agent and custodian for Seller in connection with this
Sales Plan and that Seller is a "customer" of Bear Xxxxxxx within the meaning of
Section 741(2) of Title 11 of the United States Code (the "Bankruptcy Code").
Seller and Bear Xxxxxxx further acknowledge and agree that this Sales Plan is a
"securities contract," as such term is defined in Section 741(7) of the
Bankruptcy Code, entitled to the protections of, among other sections, Sections
362(b)(6), 546(e) and 555 of the Bankruptcy Code.
2. This Sales Plan constitutes the entire agreement between the
parties with respect to this Sales Plan and supercedes any prior agreements or
understandings with regard to the Sales Plan.
3. This Sales Plan may be amended by Seller only upon the written
consent of Bear Xxxxxxx and receipt by Bear Xxxxxxx of a certificate signed by
Seller dated as of the date of such amendment certifying that Seller is not
aware of any material non-public information with respect to the Issuer;
provided that the foregoing shall not apply in the case of termination under
Section D.
4. All notices to Bear Xxxxxxx under this Sales Plan shall be
deemed notice when received and shall be given to all of the following persons
in the manner specified by this Sales Plan by telephone, by facsimile or by
certified mail:
Xxxxxxx Xxxxxx
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Xxxx X. Xxxxxxxxx
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
Xxxxxxx Xxxx
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxx.
Xxx Xxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
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Xxx Xxxxxxx
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
5. All notices to the Seller under this Sales Plan shall be
deemed notice when received and shall be given to all of the following persons
in the manner specified by this Sales Plan by telephone, by facsimile or by
certified mail:
Xxxxxxx X. Xxxxx 2001 Trust fbo Xxxxxxxx X. Xxxxx
c/o Xxxxxxx X. Xxxxxx
Xxxxx Family Xxxxxx
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
E-Mail:xxxxxxx@xxxxxxxxxxx.xxx
Xxxxxxxxx Xxxxx Serebransky
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxx.
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
E-Mail:xxxxxx@xxxxxxxxx.xxx
6. All notices to the Issuer under this Sales Plan shall be
deemed notice when received and shall be given to all of the following persons
in the manner specified by this Sales Plan by telephone, by facsimile or by
certified mail:
Xxxxxxxx Xxxxxx, Esq.
Cablevision Systems Corporation
Address:1111 Xxxxxxx Xxx.
Xxxxxxxx, XX 00000- 3581
Telephone: (516) 000- 0000
Fax: (000) 000-0000
E-Mail:xxxxxxx@xxxxxxxxxxx.xxx
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Seller's rights and obligations under this Sales Plan may not be
assigned or delegated without the written permission of Bear Xxxxxxx.
7. Seller's rights and obligations under this Sales Plan may not
be assigned or delegated without the written permission of Bear Xxxxxxx.
8. This Sales Plan may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
9. If any provision of this Sales Plan is or becomes inconsistent
with any applicable present or future law, rule or regulation, that provision
will be deemed modified or, if necessary, rescinded in order to comply with the
relevant law, rule or regulation. All other provisions of this Sales Plan will
continue and remain in full force and effect.
10. This Sales Plan, and all transactions contemplated hereunder,
shall be governed by and construed in accordance with the internal laws of the
State of New York. This Sales Plan may be modified or amended only by a writing
signed by the parties hereto.
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NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN
PARAGRAPHS F.1 AND F.2.
IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of
the date first written above.
/s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxxx X. Xxxxx, Trustee
/s/ Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx, Trustee
Bear, Xxxxxxx & Co. Inc.
/s/ Xxxxxxx Xxxxxxx for Xxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx for Xxxx XXxxxx
Title: Associate Director
(for Senior Managing Director)
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ANNEX A:
ADJUSTMENT OF MINIMUM SALE PRICE FOLLOWING THE RAINBOW SPINOFF
Assumptions:
Minimum Sale Price prior to the Rainbow Spinoff = $22 per share of Stock
Number of shares of Spinco Stock received for each share of Stock = 1/2
Aggregated sale price for 1 share of Stock + 1/2 share of Spinco Stock = $22
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SCHEDULE A
STOCK SALE SCHEDULE
Name of Seller: CFD 2001 Family Trust (fbo Xxxxxxxx)
Name of Issuer:: Cablevision Systems Corporation
NUMBER SHARES OF STOCK
AUTHORIZED TO BE SOLD
SALE MONTH (MONTHLY SALE AMOUNT)
------------------ ----------------------
May 2004 16,000
June 2004 16,000
July 2004 12,000
August 2004 24,000
September 2004 28,000
October 2004 28,000
November 2004 28,000
December 2004 28,000
January 2005 28,000
February 2005 28,000
March 2005 28,000
April 2005 36,000
May 2005 ***
June 2005 ***
July 2005 ***
August 2005 ***
September 2005 ***
October 2005 ***
Maximum number of shares of Stock that may be sold under this Sales Plan:
300,000
***Any Monthly Sales Amount shares that are rolled over in accordance with
Section C.3.(a) of this Sales Plan and are not sold prior to May 2005, shall be
sold during these additional Sale Months in accordance with the terms of the
Sales Plan, until all such shares subject to this Sales Plan are sold.
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EXHIBIT A
ISSUER REPRESENTATION
1. Cablevision Systems Corporation (the "Issuer") represents that it
has reviewed the Sales Plan dated _______ __, 2004 (the "Sales Plan") between
[name ] ("Seller") and Bear, Xxxxxxx & Co. Inc. ("Bear Xxxxxxx") relating to the
common stock, par value $____ per share of the Issuer (the "Stock"), and the
Sales Plan does not violate the Issuer's xxxxxxx xxxxxxx restrictions.
Dated: ____________ __, 2004
Cablevision Systems Corporation
By:_______________________________________
[Name and title of authorized officer]
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EXHIBIT B
SELLER REPRESENTATION LETTER
Bear, Xxxxxxx & Co. Inc.
Bear, Xxxxxxx Securities Corp.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Legal Department
Re: Name of Issuer: ____________________
Class of Stock: ____________________
Number of Shares to Be Sold___________
Account Number: ___________________
Gentlemen:
We have requested that you sell the above-captioned securities pursuant
to a sales plan (the "Sales Plan") as broker for our account in the manner
permitted by Rule 144 (the "Rule") under the Securities Act of 1933. In
connection with this request, we hereby make the following representations to
the issuer, issuer's counsel, and issuer's transfer agent.
1. We have been the beneficial owner of the securities, which were
acquired and fully paid for, for a period of not less than one year preceding
the date of this representation, as required by Rule 144.
2. The sale of the shares of the above-captioned securities in
accordance with the terms of the Sales Plan, together with any other sales of
such securities by us and by any person or entity whose sales are required by
Rule 144 to be aggregated with ours during the three months preceding such sales
under the Sales Plan will not exceed the greater of 1% of the shares
outstanding; or the average weekly reported trading volume in such securities on
all national securities exchanges and/or reported through the automated
quotation system of a registered securities association during the four calendar
weeks preceding the filing of the applicable Form 144.
3. We have not made and will not make any payment to any other person
in connection with any execution you may effect on our order; and have not, and
will not pay to Bear, Xxxxxxx Securities Corp. any more than the usual and
customary broker's commission; and we have not solicited or arranged and will
not solicit or arrange for the solicitation of orders to buy in anticipation of
or in connection with the proposed sale pursuant to such order. We have advised
and will advise you of any open sell orders in the above captioned securities
with any other broker or bank pending completion of this order.
4. This order is not part of a distribution of any securities on our
behalf, and we are not an underwriter with respect to these securities. We agree
not to take, and agree to cause any person or entity with whom we would be
required to aggregate sales of Stock
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under Rule 144 not to take, any action that would cause any sales pursuant to
the Sales Plan not to comply with Rule 144.
5. Bear Xxxxxxx has/will file(d), pursuant to the terms of the Sales
Plan, on Form 144 three executed notices of proposed sale with the Securities
and Exchange Commission and one with the principal national securities exchange
on which the captioned issue is traded, if applicable.
6. We have a bona fide intention to sell these securities within a
reasonable time from the filing of such Form 144, pursuant to the terms of the
Sales Plan.
7. We hereby authorize Bear, Xxxxxxx Securities Corp. and its agents
and representatives to make any inquiry of the issuer, issuer's counsel, and
issuer's transfer agent that you may deem advisable in connection with the
proposed sale of these securities.
8. We understand that our order may be accepted by you subject to your
investigation as to whether such proposed sale, if executed, will comply with
the Rule and policies of Bear, Xxxxxxx Securities Corp.
9. We understand that it may be necessary for the issuer of these
securities to supply a letter to you certifying that such issuer has filed with
the Securities and Exchange Commission all reports and statements required to be
filed by such issuer within the past twelve (12) months. We agree to use our
best efforts to see that said issuer supplies said letter if deemed necessary by
Bear, Xxxxxxx Securities Corp.
10. We understand that Bear, Xxxxxxx Securities Corp. will, if our
order to sell is accepted, act as no more than our agent or as a market maker as
that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934
for the sale of these securities; and that we will receive the proceeds of any
sale only if and when the shares sold are received by Bear, Xxxxxxx Securities
Corp. in good deliverable form..
11. We have not and will not enter into any arrangements with any other
person or entity in respect of the sale of these securities.
Very truly yours,
By_____________________
Title: Trustee
By: ___________________
Title: Trustee
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