Another new SEC filing (CVC 8-k): Closing of Rainbow DBS business has been delayed!

Seanb61

SatelliteGuys Pro
Original poster
Supporting Founder
Mar 4, 2004
324
0
Chicago
http://biz.yahoo.com/e/050303/cvc8-k.html

Form 8-K for CABLEVISION SYSTEMS CORP /NY


--------------------------------------------------------------------------------

3-Mar-2005

Change in Directors or Principal Officers, Other Events



ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On March 2, 2005, Cablevision Systems Corporation (the "Company") received a letter from Charles F. Dolan, the Chairman of the Company, stating that he was acting on behalf of holders of the Company's Class B Common Stock ("Class B holders") owning a majority of the Class B Common Stock, informing the Company that the Class B holders have removed each of William J. Bell, Sheila A. Mahony and Steven Rattner as directors of the Company. The letter did not specify any reason for the removals. The letter also stated that such holders have elected Rand Araskog, Frank Biondi, John Malone and Leonard Tow as directors to fill the vacancies created by the removals and the vacancy recently created by the death of the Company's co-founder, John Tatta. The letter also indicated that on March 7, 2005 Charles Dolan will ask the Company's Board to increase the size of the Board so that the Class B holders can elect Brian Sweeney, to the Board. Mr. Sweeney is the Senior Vice President for eMedia for the Company and is a son-in-law of Charles F. Dolan. Charles F. Dolan further informed the Company the Class B holders will exercise their right under the Company's charter to elect 75% of the Company's directors at the forthcoming annual meeting of Stockholders. As there are currently six directors elected by the holders of the Company's Class A Common Stock ("Class A holders"), the proposed action will require the election of 18 directors by the Class B holders or a reduction in the number of directors elected by the Class A holders or some combination thereof.





ITEM 8.01 OTHER EVENTS.
On February 11, 2005, the Company and CSC Holdings, Inc. filed a Current Report on Form 8-K disclosing that they had signed a letter of intent under which VOOM HD, LLC, a new private company formed by certain Class B holders, including Charles F. Dolan and Tom Dolan, would acquire the business, assets and liabilities of the Company's Rainbow DBS satellite business not included in the agreement with EchoStar announced on January 20, 2005. On February 28, 2005, the Company announced that the letter of intent had expired, that the Company and VOOM HD LLC had ended discussions without reaching a definitive agreement, and that, as a result, the Company would close down the Rainbow DBS business.

The closing of the Rainbow DBS business has been delayed to allow VOOM HD, a further opportunity to explore its ability to present to the Board a transaction for VOOM HD LLC to acquire assets and liabilities of the Rainbow DBS business on terms that are satisfactory to the Board and a committee of independent directors. Charles F. Dolan is currently expected to report to the Board on this matter by March 7, 2005. There can be no assurance that such a transaction can be structured or that any such transaction would be approved by the Board or the committee of independent directors.

Separately, on February 28, 2005, the Company was notified that the Securities and Exchange Commission is conducting an informal inquiry into trading in the Company's securities and has requested certain information for the period November 1, 2004 through January 20, 2005 relating to the Company's December 21, 2004 and January 20, 2005 disclosures concerning the suspension of the spin-off of Rainbow Media Enterprises and the agreement to sell assets of Rainbow DBS to EchoStar.
 
Another new SEC filing: Rainbow DBS business has been delayed

Here is an excerpt:

On February 11, 2005, the Company and CSC Holdings, Inc. filed a Current
Report on Form 8-K disclosing that they had signed a letter of intent under
which VOOM HD, LLC, a new private company formed by certain Class B holders,
including Charles F. Dolan and Tom Dolan, would acquire the business, assets and
liabilities of the Company's Rainbow DBS satellite business not included in the
agreement with EchoStar announced on January 20, 2005. On February 28, 2005, the
Company announced that the letter of intent had expired, that the Company and
VOOM HD LLC had ended discussions without reaching a definitive agreement, and
that, as a result, the Company would close down the Rainbow DBS business.

The closing of the Rainbow DBS business has been delayed to allow VOOM HD,
a further opportunity to explore its ability to present to the Board a
transaction for VOOM HD LLC to acquire assets and liabilities of the Rainbow
DBS business on terms that are satisfactory to the Board and a committee
of independent directors. Charles F. Dolan is currently expected to report to
the Board on this matter by March 7, 2005. There can be no assurance that such a
transaction can be structured or that any such transaction would be approved by
the Board or the committee of independent directors.

Separately, on February 28, 2005, the Company was notified that the
Securities and Exchange Commission is conducting an informal inquiry into
trading in the Company's securities and has requested certain information for
the period November 1, 2004 through January 20, 2005 relating to the Company's
December 21, 2004 and January 20, 2005 disclosures concerning the suspension of
the spin-off of Rainbow Media Enterprises and the agreement to sell assets of
Rainbow DBS to EchoStar.
 
Looks like Monday is the day. If the board (new board) voted last night to give Chuck more time, I would expect the voom.com site to be back up and running today.
 
This is legal mish mash. Sounds like there positioning to recover or save as much as they can for stock holders when the lights go out.
 
Was I reading that right - in that the SEC possibly suspects something shady going on with getting rid of the satellite? :confused:

Naughty, naughty James....
 
penguinbrat said:
Was I reading that right - in that the SEC possibly suspects something shady going on with getting rid of the satellite? :confused:

Naughty, naughty James....
I think they suspect the Dolans of conspiracy to defraud CVC stockholders, by funding the startup costs of VOOM, then giving away the programming assets and customer base to a family owned company (VOOM LLC.).
 
"then giving away the programming assets and customer base to a family owned company." that would be impossible given the current situation :p
 
so it turns out to be just hard ball negotiations


Cablevision's Voom Gets a Reprieve

Following Board Shakeup, Cable Firm
Delays Shutdown of Satellite TV Service
A WALL STREET JOURNAL ONLINE NEWS ROUNDUP
March 3, 2005 10:08 a.m.

Cablevision Systems Corp. said Thursday it has delayed the shutdown of the money-losing Voom satellite service to allow the company's chairman, Charles Dolan, more time to put together an offer to acquire the business.

we are really still here
 
from sky retailer

BREAKING NEWS: VOOM Gets a Reprieve
After the much talked about moves late Wednesday night involving the board of directors at Cablevision, the company announced this morning in a Securities and Exchange Commission filing that it will delay the shut down of the VOOM satellite TV service.

Cablevision said the closing of the Rainbow DBS business has been delayed to allow VOOM HD, controlled by Cablevision Chairman Charles Dolan, another opportunity to present to the board a transaction that will give him the assets and liabilities of the Rainbow DBS business. Dolan is expected to report to the board on this matter by March 7, Cablevision said.

VOOM HD wants to take over the Rainbow DBS assets that are not being purchased by EchoStar. In January, EchoStar agreed to acquire a satellite and uplink center from Cablevision for $200 million.
 
Informal Investigation

I noticed that the SEC notice also included an 'Informal investigation' into the trading of CVC stock during the period of November to January. The only insider trading stock between those dates (and it was allot of stock about $15M worth)was one Dolan Lawrence J anybody know who he is (seems suspiciously close to Dolan James L ;)
 
dreward said:
I noticed that the SEC notice also included an 'Informal investigation' into the trading of CVC stock during the period of November to January. The only insider trading stock between those dates (and it was allot of stock about $15M worth)was one Dolan Lawrence J anybody know who he is (seems suspiciously close to Dolan James L ;)
nah take a look at this http://64.233.187.104/search?q=cach...uzz/indians/+lawrence-dolan+cvc&hl=en&start=2 or this http://money.cnn.com/1999/11/04/bizbuzz/indians/..he's chuck's brother
 
Looks like Charles is "packing" the board of Directors with those favorable to saving VOOM. He fired and replaced a number of board members. It seems that James apparently thought he could just ignore the LOI he signed with his Dad, let the deadline pass and then shut down VOOM. Now Dad is showing him how to play hardball! Sounds like a real fight brewing at the next board meeting. Should be on PPV along with the next Dolan family Thanksgiving Dinner. Go Chuck!
 
Tvlman said:
Charles is simply "packing" the board of Directors with those favorable to his project. Nothing new there. It's done all the time in politics. In othere words James thought he could just ignore Charles offer and let the deadline pass and close VOOM down. Now his Dad is showing him how to play hardball! Go Chuck!
And exposing his "friends" to shareholder litigation if they play along with Chuck, despite the obvious losses posted by the VOOM division.
 
Shareholder litigation could only be initiated if they could show "conspiracy to defraud" stockholders or something like that. Boards fight all the time. Name of the game is power.Look at Disney.
 
From what we are seeing there does not apear to be any intent or conspiracy to defraud shareholders. Rather, just a rather nasty internal fight regarding what to do about Voom.
 
mdonnelly said:
And exposing his "friends" to shareholder litigation if they play along with Chuck, despite the obvious losses posted by the VOOM division.

You really hate VOOM and anybody that subscribed that much?
 
The simple - simple of it is, IMO, CVC started a DBS venture at great startup cost and now that much of the startup costs have been spent, The Dolan family is orchestrating a maneuver to acquire the dbs company. With enough votes they can manuever this plan by the CVC stockholders, but enter the SEC- Any wonder they are looking into this. It does indeed smell of Enron style stockholder ripoff. This is the kind of thing the little guy must risk in playing the stockmarket. I lost $11,500 years ago in a similar investment that taught me a lesson- Don't invest in stocks where the company can be controlled entirely by close family or friendly vote. In my case the company was owned 51% by the CEO. He financed a passion that drained all the cash and credit the rest of the company had and then went out of business. The only reprieve for my senses was that the money I lost was money I made in a smart investment in the stock market the 4 years prior. Since then, I have only invested in companies I have control. Live and learn!
Anyway, I don't claim to understand what's going on here. Who really does besides the Dolans? My only interest is that I want to watch VOOM HDTV lineup and want the DVR so I can really reduce my E* payments to near zip! So, while I feel for the stockholders and that they may be getting screwed, they have the freedom to dump and bail and go with a company that may be less risk.
As for CVC- The people of surrounding NYC area and Westchester that have Cablevision will have good and bad things to say about the company. The truth is that with all this manipulation going on internally, it just may be the TW could step in and gain control of CVC, buy them out and have 100% of the #1 market in the country. For the subscriber, what does it matter since they have to deal with a monopoly anyway? It isn't like they can shop around for their cable provider. With DBS, most everyone can shop now with selecting 1 or all of 3 different DBS providers.
 
so the board rejected the offer, so instead of changing the offer, they just changed the board?
 

SEC probes Cablevision

VoomLLC (Analysis) 3.4.05

Users Who Are Viewing This Thread (Total: 0, Members: 0, Guests: 0)

Who Read This Thread (Total Members: 1)