4//SEC Filing
CLEARVIEW CINEMA GROUP INC 4
Accession 0000891836-98-000746
CIK 0001038754other
Filed
Dec 16, 7:00 PM ET
Accepted
—
Size
13.0 KB
Accession
0000891836-98-000746
Insider Transaction Report
Form 4
No transactions or holdings reported in this filing.
Footnotes (1)
- [1]At a special meeting of Clearview held on December 1, 1998, stockholders approved the merger ("Merger") of Clearview with CCG Holdings, Inc. ("Merger Sub"), a wholly-owned subsidiary of Cablevision, pursuant to the merger agreement between Cablevision, Clearview and Merger Sub dated as of August 12, 1998 ("Merger Agreement"). Upon the filing of the Certificate of Merger with the Secretary of State of Delaware on December 2, 1998, Clearview merged with and into Merger Sub and all the outstanding shares of Clearview were cancelled. Pursuant to the Merger, Merger Sub was the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Clearview ceased. All of the outstanding capital stock of the Surviving Corporation is beneficially owned by Cablevision. Subject to the allocations limitations and proration procedures under the Merger Agreement, each share of Common Stock, par value $.01 per share, of Clearview ("Clearview Common Stock") was converted into, and become exchangeable for, at the option of the holder thereof, (A) $24.25 in cash or (B) 0.5209 shares of Class A Common Stock, par value of $.01 per share, of Cablevision ("Cablevision Common Stock"), being that number of Cablevision Common Stock equal to the amount (rounded to four decimal places) derived by dividing $24.25 by $46.5531, being the average daily per share high and low sales prices, regular way of Cablevision Common Stock as reported on the American Stock Exchange composite transactions reporting system on each of the ten trading days ending on and including the third trading day prior to the closing of the Merger. No fractional shares of Cablevision Common Stock are issuable. CABLEVISION SYSTEMS CORPORATION /s/ Robert S. Lemle December 17, 1998 -------------------------------- ----------------- **
Documents
Issuer
CLEARVIEW CINEMA GROUP INC
CIK 0001038754
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001038754
Filing Metadata
- Form type
- 4
- Filed
- Dec 16, 7:00 PM ET
- Size
- 13.0 KB