Dolans Strengthen Cablevision Board

jeslevine said:
James would not sell to Charles Dolan, and he has just arranged it so CVC will sell to him. This means that Voom will be an independent company, and CVC will not have to worry about Voom
I've already admitted I don't understand high finance particularly well...but I suspect that CVC's stock prices may go back up again on that news! :D
 
jeslevine said:
James would not sell to Charles Dolan, and he has just arranged it so CVC will sell to him. This means that Voom will be an independent company, and CVC will not have to worry about Voom
But will we have to wait until May -- when the new board is seated -- for a deal to go through?
 
justalurker said:
Interesting math. (Yes, I know the story, but it is still funny to see "replace 3 of 13 with 4".) 14 would allow for an even split?

JL

A new seat on the board will be opened. When you control the shares, you can do pretty much you wish.
 
Cablevision's new SEC filing

This was just posted today.....looks like Charles has already removed 3 directors and replaced them with three new directors, plus he wants to expand the board by one more director. Doesn't the three removals and the replacement of these three with people of his choice, give him the votes he needs now??

ITEM 4 PURPOSE OF THE TRANSACTION

The disclosure in Item 4 is hereby amended and supplemented by
adding the following after the ninth paragraph thereof:

"On December 21, 2004, the Issuer announced that its Board of
Directors had decided to suspend pursuing the Rainbow Spin-Off in
its previously announced form, and instead pursue strategic
alternatives for its Rainbow DBS business. On January 20, 2005, the
Issuer announced that it had entered into a definitive agreement for
Rainbow DBS Company LLC to sell its Rainbow 1 direct broadcast
satellite and certain other related assets to a subsidiary of
EchoStar Communications Corp. On February 10, 2005, the Issuer
signed a letter of intent with a new private company, VOOM HD, LLC
("VOOM") formed by Charles F. Dolan and Thomas C. Dolan, for the
sale of the business, assets and liabilities of Rainbow DBS not
included in the agreement with Echostar. On February 28, 2005, the
Issuer announced that discussions with VOOM ended without reaching a
definitive agreement and that it plans to shut down the VOOM
business. Also on February 28, 2005, VOOM announced that it
continued to be interested in acquiring those assets in accordance
with the letter of intent. Such announcement was followed on March
1, 2005 by a letter to the Issuer to such effect.

On March 2, 2005, acting by written consent, Charles F. Dolan,
individually and as the trustee of the 2004 GRAT, and Helen A. Dolan
and Lawrence J. Dolan, as trustees of the 2001 Trust (other than
with respect to the shares fbo James L. Dolan), as holders in the
aggregate in excess of 50% of the voting power of the Class B
Shares, removed three directors elected by the Class B Stockholders
(William J. Bell, Sheila A. Mahony and Steven Rattner) from the
Company's Board of Directors and elected Rand Araskog, Frank J.
Biondi, Jr., John Malone and Leonard Tow to fill the vacancies
created by the removal of these directors and the death of John
Tatta.

On March 2, 2005, by a letter to the Issuer's Board of Directors,
Charles F. Dolan advised the Issuer that he intends (i) to ask the
Board at its next meeting on March 7 to increase the size of the
Board so that the Class B Stockholders may elect Brian Sweeney to
fill the new seat and (ii) for the Class B Stockholders to exercise
their right under the Issuer's certificate of incorporation to elect
75% of the members of the Issuer's Board of Directors at the next
annual meeting of shareholders."
 
More news about new directors

Source: http://www.bloomberg.com/apps/news?pid=10000103&sid=axGI8SNHTG5s&refer=us


Cablevision's Dolan Ousts Three From Board Over Voom Shut Down
March 3 (Bloomberg) -- Cablevision Systems Corp. Chairman Charles Dolan ousted three directors after a dispute with the board over the closure of the Voom satellite-television service, founded by Dolan two years ago.

Dolan, who owns a majority of Cablevision's Class B shares, yesterday installed executives including Liberty Media Corp. Chairman John Malone and former Viacom Inc. Chief Executive Frank Biondi. Quadrangle Group managing principal Steven Rattner is among the departing directors, Dolan said in a statement issued at 8:09 p.m. New York time.

The boardroom coup at Cablevision, the largest cable- television operator in New York, escalates a disagreement between Dolan and his son, Cablevision Chief Executive Officer James Dolan, over the Bethpage, New York-based company's decision to close money-losing Voom and sell its satellite. Charles Dolan, 78, and another son, Thomas, offered to buy the rest of the unit before Cablevision ended talks this week.

``Mr. Dolan is hoping new blood on the board will allow him to buy Voom from Cablevision rather than have it shut down,'' said New York-based Fulcrum Global Partners LLC analyst Richard Greenfield, who rates Cablevision shares ``buy.''

Dolan said a majority of Class B shareholders, all family members or partnerships or trusts for the family, voted to add Malone, Biondi, former ITT Corp. Chairman Rand Araskog and former Citizens Communication Co. Chairman Leonard Tow.

They will replace Rattner, the late John Tatta, and recently retired Cablevision officers William Bell and Sheila Mahoney, Dolan said.

The new members of the board may be more receptive to Dolan's argument that Cablevision stands to gain more from selling the unit's remaining assets than shutting it down, Greenfield said.
 
Charles Dolan showing his horsepower !

Cablevision's Dolan Ousts Three From Board Over Voom Shut Down
March 3 (Bloomberg) -- Cablevision Systems Corp. Chairman Charles Dolan ousted three directors after a dispute with the board over the closure of the Voom satellite-television service, founded by Dolan two years ago.

Dolan, who owns a majority of Cablevision's Class B shares, yesterday installed executives including Liberty Media Corp. Chairman John Malone and former Viacom Inc. Chief Executive Frank Biondi. Quadrangle Group managing principal Steven Rattner is among the departing directors, Dolan said in a statement issued at 8:09 p.m. New York time.

The boardroom coup at Cablevision, the largest cable- television operator in New York, escalates a disagreement between Dolan and his son, Cablevision Chief Executive Officer James Dolan, over the Bethpage, New York-based company's decision to close money-losing Voom and sell its satellite. Charles Dolan, 78, and another son, Thomas, offered to buy the rest of the unit before Cablevision ended talks this week.

``Mr. Dolan is hoping new blood on the board will allow him to buy Voom from Cablevision rather than have it shut down,'' said New York-based Fulcrum Global Partners LLC analyst Richard Greenfield, who rates Cablevision shares ``buy.''

Dolan said a majority of Class B shareholders, all family members or partnerships or trusts for the family, voted to add Malone, Biondi, former ITT Corp. Chairman Rand Araskog and former Citizens Communication Co. Chairman Leonard Tow.

They will replace Rattner, the late John Tatta, and recently retired Cablevision officers William Bell and Sheila Mahoney, Dolan said.

The new members of the board may be more receptive to Dolan's argument that Cablevision stands to gain more from selling the unit's remaining assets than shutting it down, Greenfield said.

Voom

Voom drained $1.4 billion from Cablevision, according to Merrill Lynch & Co. analyst Jessica Reif Cohen. The company last month posted a fourth-quarter loss because of $354.9 million in costs related to the Rainbow DBS unit, of which Voom was a part.

Dolan championed the satellite business, which attracted 26,000 subscribers, as an alternative to DirecTV Group Inc., the biggest satellite-TV company with 13.9 million customers, and No. 2 EchoStar Communications Corp.'s Dish service

Dolan and Thomas Dolan created Voom HD LLC to purchase Voom after Cablevision sold the service's main orbiter to EchoStar.

Cablevision spokesman Charlie Schueler yesterday declined to comment. Edward Horowitz, a spokesman for Dolan, didn't immediately return a call seeking comment.

Cablevision's board will be asked at a March 7 meeting to increase its size so the company's Class B shareholders can elect Brian Sweeney to fill a new seat, Dolan said in the statement. Sweeney is a vice president at Cablevision and Dolan's son-in- law.

The four new board members will hold their seats until the company's May 19 annual meeting and then be re-nominated, Dolan said yesterday.

Malone

In bringing Malone, 63, to the board, Dolan gains a director who ran cable-TV provider Tele-Communications Inc. for more than 25 years. Malone kept control of Liberty Media, TCI's cable- programming arm, after selling TCI to AT&T Corp. in 1999. TCI at the time was Cablevision's largest common shareholder, and AT&T got that stock in the TCI purchase.

Since then, Malone has built Liberty into a media company that includes the QVC shopping network, the Starz group of movie cable networks and a 50 percent stake in Discovery Communications, owner of the Discovery Channel.

Malone last year acquired an 18 percent voting stake in Rupert Murdoch's News Corp. Murdoch said Feb. 2 that an agreement to reduce Malone's stake in the company may be reached in nine months.

Biondi

Biondi was Viacom's CEO from 1987 until 1996, when Chairman Sumner Redstone ousted him, saying Biondi lacked the fast-paced and aggressive management style needed to run Viacom. Biondi, 60, became chairman and CEO of Universal Studios Inc. and since 1999 has been a senior managing director at Waterview Advisers LLC.

Tow until 2004 worked at Stamford, Connecticut-based Citizens Communications Corp., a telecommunications company, and its predecessors. Araskog sits on the board of ITT, International Steel Group Inc. and Rayonier Inc., a forestry products company.

Cablevision shares fell 13 cents today in New York Stock Exchange composite trading. They've risen 19 percent in the last 12 months.

Araskog declined to comment. Rattner didn't immediately return a call and e-mail seeking comment after business hours. Liberty spokesman Mike Erickson didn't immediately return a call seeking comment. Biondi didn't immediately return a call to his office after business hours.
 
The Deal.com

Source

Now that Cablevision Systems Corp. chairman Chuck Dolan has pulled the plug on disloyal directors and given his CEO son a very public spanking, he can turn his attention to the direct broadcast satellite assets his company agreed to sell EchoStar Communications Corp. for $200 million.

The definitive agreement, announced Jan. 20 and currently under regulatory review, includes DBS bird Rainbow 1, the rights to 11 DBS frequencies and a ground facility in Black Hawk, S.D. Each is considered critical to the DBS operation — currently a shell corporation called Voom HD LLC — that Dolan will stop at nothing to get off the ground.


"At this stage," said analyst Jimmy Schaeffler of Carmel Group, "it's his best shot to get the necessary infrastructure together. As to whether he can proceed as a satellite broadcaster without those assets, the answer is yes — but it will be very costly."


An EchoStar spokesman acknowledged the deal with Cablevision has not closed but declined to comment on such contract items as a termination fee. "I'm not going to talk about any discussions we're having with Cablevision," he said.


At Cablevision, when asked about its sale contract with EchoStar, a spokeswoman also declined comment Thursday, March 3. But in a reference to Dolan's re-stacking the board the night before, which cast out such DBS detractors as William J. Bell, Sheila A. Mahony and Steven Rattner, she said, "I can't say [the EchoStar deal] has been the topic of the day around here."


For good reason: The board's re-stacking followed contradictory statements earlier in the week from two Dolan camps. President and CEO Jim Dolan initiated the conflict by issuing a statement and an internal memo announcing Voom's demise, whereas Chuck and middle son Tom (Jim is the youngest) countered with their own statement and memo averring the DBS operation was very much alive.


No one doubts family patriarch Chuck ultimately prevailed. The 78-year-old cable veteran not only replaced the ousted directors with an entrepreneurial-sensitive crew, consisting of Rand Araskog, Frank Biondi, John Malone and Leonard Tow, but also announced he'll exercise rights to determine 75% of the company's board at the next annual meeting.


An 8-K filing Thursday said the letter detailing Dolan's board upheaval "did not specify any reason for the removals." But it expressly referred to Cablevision's DBS assets not included in the EchoStar agreement and to a letter of intent for their acquisition by Chuck and Tom Dolan (news - web sites).


The letter, as disclosed Feb. 11, addressed customer agreements for Voom, as well as 87 standard-definition channels and, most important, nearly 40 high-definition channels that the 16-month-old service currently broadcasts via leased satellite. But it also stipulated any obligations under the letter were "subject to the execution of a definitive agreement by February 28."


Thursday's 8-K filing delayed the letter's expiration "to allow Voom HD a further opportunity to explore its ability to present to the board a transaction." It also indicated that Chuck Dolan, who directly controls 37% of Cablevision's supervoting shares and overseers trusts controlling considerably more, would present plans for that transaction at a Monday board meeting.


Those who follow Cablevision may have been shocked by its latest boardroom maneuver — Fulcrum Global Partners LLC analyst Richard Greenfield quickly dispatched a e-mail titled "Unbelievable Breaking News" — but no one is surprised by chairman Chuck's devotion to satellite broadcasting.


"He keeps pulling out the stops," Schaeffler said of Dolan's commitment to his so-called beam dream, which has already cost Cablevision some $1.4 billion in startup costs. "He's really showing his board how serious he is."


Many now believe Dolan is so serious he would borrow against his massive Cablevision holdings — if not sell the company outright — to continue broadcasting from the sky. And since he has already done in his dissenting directors, what's to keep him from undoing what they've done? What's to keep him from restoring Cablevision's DBS operations to what they were before the board elected to sell the bulk of them to EchoStar at a perceived discount?


"What he's setting himself up for is probably dependent on some clause in the contract or maybe even a breach of contract suit," Schaeffler said. "But at this point, I'd have to say it's not good news for EchoStar."
 

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