CABLEVISION SYSTEMS CORPORATION
(a
Delaware corporation)
21,279,206 Shares of Cablevision NY Group Class A Common Stock
FORM OF UNDERWRITING AGREEMENT
Dated: October , 2001
CABLEVISION SYSTEMS CORPORATION
(a Delaware corporation)
21,279,206 Shares of
Cablevision NY Group Class A Common Stock
(Par Value $.01 per Share)
FORM OF UNDERWRITING AGREEMENT
October , 2001
BEAR, STEARNS & CO. INC. MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated SALOMON SMITH BARNEY INC. as Representatives of the several Underwriters c/o Bear, Stearns & Co. Inc. 245 Park Avenue New York, NY 10167
Ladies and Gentlemen:
Cablevision Systems Corporation, a Delaware corporation (the "Company"), AT&T Broadband CSC II, Inc., a Delaware corporation ("AT&T CSC II"), AT&T Broadband CSC Holdings, Inc., a Delaware corporation (" AT&T CSC Holdings" and, together with AT&T CSC II, the "Selling Stockholders"), and AT&T Corp., a New York corporation ("AT&T"), confirm their respective agreements with Bear, Stearns & Co. Inc. ("Bear Stearns"), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Salomon Smith Barney Inc. ("Salomon Smith Barney") and each of the other Underwriters named in Schedule I hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Bear Stearns, Merrill Lynch and Salomon Smith Barney are acting as representatives (in such capacity, the "Representatives") with respect to the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of 21,279,206 shares of Cablevision NY Group Class A Common Stock of the Company, par value $.01 per share (the "Cablevision NY Group Class A Common Stock"), and with respect to the grant by the Selling Stockholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(d) hereof to purchase all or any part of 3,191,880 additional shares of Cablevision NY Group Class A Common Stock solely to cover over-allotments, if any. The aforesaid 21,279,206 shares of Cablevision NY Group Class A Common Stock (the "Firm Shares") to be purchased by the Underwriters and all or any part of the 3,191,880 shares of Cablevision NY Group Class A Common Stock subject to the option described in Section 2(d) hereof (the "Additional Shares") are hereinafter called the "Shares".
The Company and the Selling Stockholders understand that the Underwriters propose to make a public offering of the Shares as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on From S-3 (No. 333-61942) covering the registration of certain of its securities, including the Shares, under the Securities Act of 1933, as amended (the "1933 Act"), including the related preliminary prospectus or prospectuses. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b))" of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information." Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Shares is herein called the "Prospectus."
Section 1. Representations and Warranties. (a) The Company represents and warrants to and agrees with each of the Underwriters that:
(i) The Company meets the requirements for use of Form S-3
under the 1933 Act. The Registration Statement and any Rule 462(b)
Registration Statement has become effective under the 1933 Act. At the
respective times the Registration Statement, any Rule 462(b)
Registration Statement and any post-effective amendments thereto become
effective, at the Closing Time (and, if any Additional Shares are
purchased, at the Additional Closing Time), (A) the Registration
Statement and any amendments and supplements thereto, comply and will
comply in all material respects with the requirements of the 1933 Act
and the 1933 Act Regulations, (B) neither the Registration Statement
nor any amendment or supplement thereto includes or will include an
untrue statement of a material fact or omits or will omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading and (C) neither the Prospectus nor
any amendment or supplement thereto includes or will include an untrue
statement of a material fact or omits or will omit to state a material
fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty does not apply to
statements or omissions made in reliance upon and in conformity with
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information furnished to the Company in writing by (i) any Underwriter
through the Representatives expressly for use in the Registration
Statement or the Prospectus or (ii) by or on behalf of the Selling
Stockholders or AT&T expressly for use in the Registration Statement or
the Prospectus.
(ii) The documents incorporated or deemed to be incorporated
by reference in the Prospectus pursuant to Item 12 of Form S-3 under
the 1933 Act, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the 1934 Act, and the rules and regulations of the
Commission thereunder (the "1934 Act Regulations"), and, when read
together and with the other information in the Prospectus, at the time
the Registration Statement became effective and at all times subsequent
thereto up to each Closing Time, did not and will not include an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading.
(iii) KPMG LLP, who are reporting upon the audited financial
statements and schedules included or incorporated by reference in the
Registration Statement, are independent accountants as required by the
1933 Act and the 1933 Act Regulations.
(iv) This Agreement has been duly authorized, executed and
delivered by the Company.
(v) The consolidated historical financial statements of the
Company and its subsidiaries included or incorporated by reference in
the Registration Statement and the Prospectus present fairly the
consolidated financial position of the Company and its subsidiaries as
of the dates indicated and the consolidated results of operations and
changes in financial position of the Company and its subsidiaries for
the periods specified. Such financial statements have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis throughout the periods involved. The financial
statement schedules, if any, included in the Registration Statement
present fairly the information required to be stated therein. The
selected financial data included in the Prospectus present fairly the
information shown therein and have been compiled on a basis consistent
with that of the audited consolidated financial statements included or
incorporated by reference in the Registration Statement.
(vi) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
with power and authority (corporate and other) under such laws to own,
lease and operate its properties and conduct its business as described
in the Prospectus; and the Company is duly qualified to transact
business as a foreign corporation and is in good standing in each other
jurisdiction in which it owns or leases property of a nature, or
transacts business of a type, that would make such qualification
necessary, except to the extent that the failure to so qualify or be in
good standing would not have a material adverse effect on the Company
and its subsidiaries, considered as one enterprise.
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(vii) The subsidiaries of the Company set forth on Schedule
III are, as of the date hereof, all of the "Restricted Subsidiaries",
as such term is defined in the indenture dated March 22, 2001, between
CSC Holdings, Inc. (a wholly-owned subsidiary of the Company) and the
Bank of New York, Trustee. The subsidiaries of the Company set forth on
Schedule IV are "Unrestricted Subsidiaries", as such term is defined in
such indenture (the restricted subsidiaries and the unrestricted
subsidiaries are hereinafter referred to collectively as the
"Subsidiaries"). The Subsidiaries on Schedules III and IV with an
asterisk by their names, together with CSC Holdings, Inc., are the only
subsidiaries of the Company which had at December 31, 2000 assets in
excess of 10% of the consolidated assets of the Company and its
subsidiaries as at that date or had, in the aggregate, for the fiscal
year then ended revenues or operating cash flow in excess of 10% of
consolidated revenues or consolidated operating cash flow of the
Company and its subsidiaries for such period (such Subsidiaries are
referred to herein as the "Material Subsidiaries"). In making this
determination, any subsidiary acquired after December 31, 2000 shall be
deemed to have been acquired as of such date.
(viii) Each Material Subsidiary that is a corporation is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation with power and authority (corporate
and other) under such laws to own, lease and operate its properties and
conduct its business; and each such Material Subsidiary is duly
qualified to transact business as a foreign corporation and is in good
standing in each other jurisdiction in which it owns or leases property
of a nature, or transacts business of a type, that would make such
qualification necessary, except to the extent that the failure to be so
qualified or in good standing would not have a material adverse effect
on the Company and its subsidiaries, considered as one enterprise. All
of the outstanding shares of capital stock of each Material Subsidiary
that is a corporation have been duly authorized and validly issued and
are fully paid and nonassessable and, except as disclosed on Schedule
III or IV to this Agreement or as disclosed or contemplated by the
Registration Statement, are owned by the Company, directly or through
one or more subsidiaries, free and clear of any pledge, lien, security
interest, mortgage, charge, claim, equity or encumbrance of any kind.
(ix) Each of the Material Subsidiaries in which the Company or
a subsidiary of the Company is a limited or general partner
(hereinafter called the "Partnerships") has been duly formed and is
validly existing as a limited or general partnership, as the case may
be, under the laws of its jurisdiction of organization, with full power
and authority to own, lease and operate properties and conduct its
business; all necessary filings with respect to the formation of the
Partnerships as limited or general partnerships (as the case may be)
have been made under such laws; and each of the Partnerships is duly
qualified to transact business and is in good standing in each other
jurisdiction in which it owns or leases property of a nature, or
transacts business of a type, that would make such qualification
necessary, except to the extent that the failure to be so qualified or
in good standing would not have a material adverse effect on the
Company and its subsidiaries, considered as one enterprise.
(x) The Company had, at June 30, 2001, a duly authorized and
outstanding capitalization as set forth in the Prospectus under the
caption "Capitalization"; the
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Cablevision NY Group Class A Common Stock conforms in all material
respects to the description thereof contained in the Prospectus and
such description conforms in all material respects to the rights set
forth in the instruments defining the same.
(xi) All of the outstanding shares of capital stock of the
Company, including the Shares, have been duly authorized and validly
issued and are fully paid and non-assessable; and none of the
outstanding shares of capital stock of the Company, including the
Shares, was issued in violation of the preemptive rights of any
stockholder of the Company.
(xii) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
otherwise stated therein or contemplated thereby, there has not been
(A) any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action,
order or decree and there has not been any change in the capital stock
or long-term debt of the Company or any of its Subsidiaries or any
change which the Company has reasonable cause to believe will involve
any material adverse change, or any development involving a prospective
material adverse change, in or affecting the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as one enterprise, or (B) any transaction
entered into by the Company or any subsidiary, other than in the
ordinary course of business, that is material to the Company and its
subsidiaries, considered as one enterprise, or (C) any dividend or
distribution of any kind declared, paid or made by the Company on its
capital stock.
(xiii) Neither the Company nor any Subsidiary is in default in
the performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument to which it is
a party or by which it may be bound or to which any of its properties
may be subject, except for such defaults that would not have a material
adverse effect on the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, considered
as one enterprise. The execution and delivery of this Agreement and the
compliance by the Company with its obligations hereunder at each
Closing Time shall have been duly authorized by all necessary corporate
action on the part of the Company and do not and will not result in any
violation of the charter or by-laws of the Company or any Subsidiary,
and do not and will not conflict with, or result in a breach of any of
the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any Subsidiary under:
(A) any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument to
which the Company or any Subsidiary is a party or by which it
may be bound or to which any of its properties may be subject
(except for such conflicts, breaches or defaults or liens,
charges or encumbrances that would not have a material adverse
effect on the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries,
considered as one enterprise) or
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(B) any existing applicable law, rule, regulation,
judgment, order or decree of any government, governmental
instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any Subsidiary or any of its
properties (except for such conflicts, breaches or defaults or
liens, charges or encumbrances that would not have a material
adverse effect on the financial position, stockholders' equity
or results of operations of the Company and its subsidiaries,
considered as one enterprise) or
(C) any material agreement or other material
instrument (including any franchise agreement, license, permit
or other governmental authorization granted by the Federal
Communications Commission (hereinafter called the "FCC"), The
New York State Public Service Commission on Cable Television
or any other governing body having jurisdiction over the
Company's cable television operations) binding upon the
Company or any of its Subsidiaries (except for such conflicts,
breaches or defaults or liens, charges or encumbrances that
would not have a material adverse effect on the financial
position, stockholders' equity or results of operations of the
Company and its subsidiaries, considered as one enterprise).
(xiv) The statements in the Prospectus under "Risk Factors"
and "Description of Capital Stock," and the statements in the Company's
annual report on Form 10-K, as supplemented and amended by the
Company's Form 10-K/As, for the year ended December 31, 2000 (the "2000
Form 10-K"), which is incorporated by reference in the Prospectus,
under "Business -- Competition -- Cable Television" and "Business --
Regulation -- Cable Television", and in the Registration Statement in
Item 15, and the statements cross-referenced therein, insofar as such
statements constitute a summary of the legal matters, documents or
proceedings referred to therein, with respect to such legal matters,
documents and proceedings, do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not
misleading.
(xv) Except as disclosed in the Prospectus, no authorization,
approval, consent or license of any government, governmental
instrumentality or court, domestic or foreign (other than under the
1933 Act and the securities or the blue sky laws of the various
states), is required for the execution, delivery or performance of
this Agreement by the Company, except for any consent, approval,
authorization, order or registration the failure of which to obtain or
make or the absence of which would result in no material adverse
effect on the Company and its subsidiaries, considered as one
enterprise.
(xvi) Except as disclosed in the Prospectus, there is no
action, suit or proceeding before or by any government, governmental
instrumentality or court, domestic or foreign, now pending or, to the
best of the Company's knowledge, threatened against or affecting the
Company or any Subsidiary that the Company has reasonable cause to
believe will result in any material adverse change in the consolidated
financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, considered as one enterprise, or that
will materially and adversely affect the properties or assets of the
Company and its subsidiaries, considered as one enterprise, or that the
Company has
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reasonable cause to believe will materially adversely affect the
consummation of the transactions contemplated in this Agreement.
(xvii) There are no contracts or documents of a character
required to be described in the Registration Statement, the Prospectus
or the documents incorporated by reference therein or to be filed as
exhibits to the Registration Statement that are not described and filed
as required.
(xviii) The Company and the Subsidiaries each has good and
marketable title to all material properties and assets described in the
Prospectus as owned by it, free and clear of all liens, charges,
encumbrances or restrictions, except such as (A) are described in the
Prospectus or (B) are neither material in amount nor materially
significant in relation to the business of the Company and its
subsidiaries, considered as one enterprise; and any material real
property and buildings under lease by the Company and the Subsidiaries
are held by them under valid, subsisting and enforceable leases with
such exceptions as do not interfere, to an extent material to the
Company and its subsidiaries, considered as one enterprise, with the
use made and proposed to be made of such property and buildings by the
Company and the Subsidiaries.
(xix) Except as disclosed in the Prospectus, the Company and
the Subsidiaries each owns, possesses or has obtained all material
agreements, governmental licenses, permits, certificates, consents,
orders, approvals and other material authorizations (including, without
limitation, all material governmental authorizations and agreements
with public utilities and microwave transmission companies and pole
access and rental agreements) necessary to own or lease, as the case
may be, and to operate its properties and to carry on its business as
presently conducted; and neither the Company nor any Subsidiary has
received any notice of proceedings relating to revocation or
modification of any such licenses, permits, certificates, consents,
orders, approvals or authorizations.
(xx) To the best knowledge of the Company and except as
disclosed in the Prospectus, no labor problem exists with its employees
or with employees of the Subsidiaries that could reasonably be expected
to materially and adversely affect the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as one enterprise.
(b) Each of the Selling Stockholders and AT&T represents and warrants to and agrees with the Company and each Underwriter, as follows:
(i) At the respective times the Registration Statement, any
Rule 462(b) Registration Statement and any post-effective amendments
thereto become effective, at the Closing Time (and, if any Additional
Shares are purchased, at the Additional Closing Time), (A) neither the
Registration Statement nor any amendment or supplement thereto includes
or will include an untrue statement of a material fact or omits or will
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading and (B) neither
the Prospectus nor any amendment or supplement thereto includes or will
include an untrue statement of a material fact or omits or will omit to
state a material fact necessary in order to make the statements
therein, in the light
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of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty applies only
to statements or omissions relating to such Selling Stockholder or to
AT&T furnished to the Company in writing by or on behalf of such
Selling Stockholder or AT&T expressly for use in the Registration
Statement or Prospectus.
(ii) Such Selling Stockholder has the full right, power and
authority to enter into this Agreement and to sell, transfer and
deliver the Shares to be sold by such Selling Stockholder. The
execution and delivery of this Agreement and the sale and delivery of
the Shares to be sold by such Selling Stockholder and the consummation
of the transactions contemplated herein and compliance ...