Exhibit 13
FINAL
SALES PLAN
Sales Plan dated April 7, 2004 (this "Sales Plan") between ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ 2001 Family Trust fbo ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ("Seller") and Bear, ▇▇▇▇▇▇▇ &
Co. Inc. ("Bear ▇▇▇▇▇▇▇"), acting as agent.
A. RECITALS
1. This Sales Plan is entered into between Seller and Bear
▇▇▇▇▇▇▇ 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.
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. 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 by Seller 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 ▇▇▇▇▇▇▇ 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.
3. Seller agrees to provide Bear ▇▇▇▇▇▇▇ 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 pursuant to this Sales
Plan.
4. Seller agrees to complete, execute and deliver to Bear ▇▇▇▇▇▇▇
a seller's representation letter dated as of the date hereof substantially in
the form of
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Exhibit B hereto prior to the commencement of sales of 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 ▇▇▇▇▇▇▇ 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 or the Issuer to any employee
of Bear ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ shall, pursuant
to Section G.5., notify Seller by facsimile, e-mail or telephone of any sales of
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 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.
(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
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.
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(c) Bear ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ effect any
sale if such sale would exceed the then-applicable volume limitation under Rule
144, assuming that, unless Bear ▇▇▇▇▇▇▇ shall be notified otherwise by Seller or
the Issuer, in a timely manner, the sales to be made by Bear ▇▇▇▇▇▇▇ under this
Sales Plan (together with Sales made under the Sales Plans, dated as of the date
hereof, between each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, CFD Trust #10, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2001
Family Trust fbo ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2001 Family Trust
fbo ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2001 Family Trust fbo ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ (the "Other Sellers") and Bear ▇▇▇▇▇▇▇ (the "Aggregated Sales Plans") are
the only sales subject to such limitation. Bear ▇▇▇▇▇▇▇ agrees that not more
than an aggregate of 250,000 shares of Stock, which such amount 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 Plan during any 30 day period.
Seller hereby understands and agrees that Bear ▇▇▇▇▇▇▇ shall not be
liable for any failure by the Seller or Issuer to timely inform Bear ▇▇▇▇▇▇▇ of
any sales by Seller or by any individuals or entities that Seller must aggregate
with or if Bear ▇▇▇▇▇▇▇ fails to receive such information prior to executing
sales under this Plan.
10. Seller shall maintain in its account at Bear ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇, Seller shall provide Bear ▇▇▇▇▇▇▇ with additional Forms
144 and other documentation necessary to carry out sales of Stock under this
Sales Plan.
C. IMPLEMENTATION OF THE PLAN
------------------------
(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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1. Seller hereby appoints Bear ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ hereby accepts such
appointment.
2. Bear ▇▇▇▇▇▇▇ is authorized to begin selling Stock pursuant to
this Sales Plan commencing on May 1, 2004 and ending on the earliest of February
28, 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 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 ▇▇▇▇▇▇▇ may with time, price and amount
discretion by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ or another successor registered
representative designated by Bear ▇▇▇▇▇▇▇, a total of 48,000 shares of Stock
(the "Sale Amount"). Subject to the terms and conditions of this Sales Plan,
Bear ▇▇▇▇▇▇▇ 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").
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 ▇▇▇▇-down of at least $23.00 per share
("Minimum Sale Price") which such number may be adjusted pursuant to Section
C.3.d below.
Any Monthly Sale Amount shares not sold during a Sale Month shall be
rolled over and sold on the next Sale Day that such shares of Stock may be sold
in compliance with this Sales Plan.
Bear ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ shall sell the Sale Amount each Sale
Day during the applicable month under ordinary principles of best execution.
(c) The Seller agrees to pay Bear ▇▇▇▇▇▇▇ the commission set forth
in the letter from Bear ▇▇▇▇▇▇▇ to the Seller and the Other Sellers (the "Fee
Letter"). Bear ▇▇▇▇▇▇▇ 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 under this Sales Plan.
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(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 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 continue to apply only to the Stock and shall not be adjusted
to cover any 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 shall be adjusted as follows: the Minimum Sale Price per
share of Stock shall equal the Minimum Sale Price per share of Stock on the
trading day immediately prior to the Rainbow Spinoff multiplied by a fraction,
the numerator of which is the closing price of a share of Stock on the first day
that Spinco Stock is publicly traded and the denominator of which is the sum of
(x) the closing price of a share of Spinco Stock on the first day that Spinco
Stock is publicly traded multiplied by the number of shares of Spinco Stock
received in the Rainbow Spinoff in respect of a share of Stock plus (y) the
closing price of a share of Stock on the first day that Spinco Stock is publicly
traded rounded to the nearest whole cent.
NOTE: Please see Annex A for an example of the calculation for
adjusting the Minimum Sale Price in accordance with this section C.3.d. Sales
under the adjusted 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).
(e) Seller understands that Bear ▇▇▇▇▇▇▇ may not be able to effect
a sale due to a market disruption or a legal, regulatory or contractual
restriction applicable to Bear ▇▇▇▇▇▇▇ or any other event or circumstance (a
"Blackout"). Seller also understands that even in the absence of a Blackout,
Bear ▇▇▇▇▇▇▇ may be unable to effect sales consistent with ordinary principles
of best execution due to insufficient volume of trading, failure of the 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 ▇▇▇▇▇▇▇ agree that if Issuer enters into a
transaction that results, in Issuer's good faith determination, in the
imposition of trading
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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:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇, Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇; and ▇▇▇
▇▇▇▇▇▇▇, Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇, Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇, then Bear ▇▇▇▇▇▇▇
will cease effecting sales under this Sales Plan until notified in writing by
Issuer that such restrictions have terminated. Bear ▇▇▇▇▇▇▇ 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 may be sold in compliance with this Sales Plan.
4. To the extent that any Stock remains in the Seller's account
after the end of, or upon termination of this Sales Plan, Bear ▇▇▇▇▇▇▇ agrees to
return such Stock promptly to the Issuer's transfer agent for relegending to the
extent that such 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 may be effected,
in whole or in part, on an agency basis or, if Bear ▇▇▇▇▇▇▇ is a market maker in
the Stock at the time that any sale is to be made under this Sales Plan, Bear
▇▇▇▇▇▇▇ 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 effected by Bear ▇▇▇▇▇▇▇
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 ▇▇▇▇▇▇▇ that
Bear ▇▇▇▇▇▇▇, 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 or the Stock.
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E. LIMITATION OF LIABILITY
1. Notwithstanding any other provision hereof, neither Seller nor
Bear ▇▇▇▇▇▇▇ 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 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
▇▇▇▇▇▇▇ or any person affiliated with Bear ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇.
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F. AGREEMENT TO ARBITRATE
1. Seller and Bear ▇▇▇▇▇▇▇ have agreed pursuant to a customer
agreement that disputes arising out of this Sales Plan shall be determined by
arbitration.
2. Bear ▇▇▇▇▇▇▇ and Seller agree that the arbitration provisions
of the customer agreement are incorporated by reference herein.
G. GENERAL
1. Seller and Bear ▇▇▇▇▇▇▇ acknowledge and agree that Bear
▇▇▇▇▇▇▇ is acting as agent and custodian for Seller in connection with this
Sales Plan and that Seller is a "customer" of Bear ▇▇▇▇▇▇▇ within the meaning of
Section 741(2) of Title 11 of the United States Code (the "Bankruptcy Code").
Seller and Bear ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ and receipt by Bear ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2001 Family Trust fbo ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ Family ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail:▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Serebransky
Debevoise & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail:▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
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
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manner specified by this Sales Plan by telephone, by facsimile or by certified
mail:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Cablevision Systems Corporation
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇- 3581
Telephone: (516) ▇▇▇- ▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail:▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Seller's rights and obligations under this Sales Plan may not be
assigned or delegated without the written permission of Bear ▇▇▇▇▇▇▇.
7. Seller's rights and obligations under this Sales Plan may not
be assigned or delegated without the written permission of Bear ▇▇▇▇▇▇▇.
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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SCHEDULE A
STOCK SALE SCHEDULE
Name of Seller: CFD 2001 Family Trust (fbo ▇▇▇▇▇▇▇▇)
Name of Issuer:: Cablevision Systems Corporation
NUMBER SHARES OF STOCK AUTHORIZED
SALE MONTH TO BE SOLD (MONTHLY SALE AMOUNT)
---------- --------------------------------
May 2004 12,000
June 2004 12,000
July 2004 12,000
August 2004 12,000
September 2004 ***
October 2004 ***
November 2004 ***
December 2004 ***
January 2005 ***
February 2005 ***
Maximum number of shares of Stock that may be sold under this Sales Plan: 48,000
***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 September 2004,
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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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/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for ▇▇▇▇ ▇▇▇▇▇▇
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 = $23 per share of Stock
Closing price of share of Stock on Spinco Trading Day = $18
Closing price of share of Spinco Stock on Spinco Trading Day = $12
Number of shares of Spinco Stock received per share of Stock in the Rainbow
Spinoff = 1/2
Minimum Sale Price = $23 x $18 = $18.75
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$18 + ($12 x 1/2)
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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, ▇▇▇▇▇▇▇ & Co. Inc. ("Bear ▇▇▇▇▇▇▇") relating to the
common stock, par value $____ per share of the Issuer (the "Stock"), and the
Sales Plan does not violate the Issuer's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions.
Dated: ____________ __, 2004
Cablevision Systems Corporation
By:________________________________________________
[Name and title of authorized officer]
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EXHIBIT B
SELLER REPRESENTATION LETTER
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
Bear, ▇▇▇▇▇▇▇ Securities Corp.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ Securities Corp.
10. We understand that Bear, ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ 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: ____________________________
[Name]
Title: Trustee
Date: ______________________
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