e10v12bza
As filed with the Securities and Exchange Commission on
November 4, 2009
File No.
001-34434
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Amendment No. 3
to
Form 10
General Form for Registration
of Securities
Pursuant to Section 12(b) or
(g) of
The Securities Exchange Act of
1934
Madison Square Garden,
Inc.
(Exact Name of Registrant as
Specified in its Charter)
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Delaware
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27-0624498
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(IRS Employer
Identification Number)
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Two Penn Plaza
New York, NY
(Address of Principal
Executive Offices)
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10121
(Zip Code)
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(212) 465-6000
(Registrant’s telephone
number, including area code)
Securities to be Registered
Pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange
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to be so Registered
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on Which Each Class is to be Registered
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Class A Common Stock, par value $.01 per share
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NASDAQ Global Select Market
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Securities to be Registered Pursuant to Section 12(g) of the
Act:
None
EXPLANATORY
NOTE
This Amendment No. 3 (“Amendment No. 3”) to
the registration statement on Form 10, as filed on
August 5, 2009 and as amended on September 18,
October 19 and November 4, 2009 (the
“Form 10”), is being filed solely to amend
Item 15, “Financial Statements and Exhibits,” and
the Exhibit Index by including additional exhibits and to file
certain exhibits to the registration statement. Accordingly, the
information statement (the “information statement”)
previously filed as Exhibit 99.1 to the Form 10 is
unchanged and has been omitted.
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
The information required by this item is contained under the
sections “Summary,” “Business,”
“Available Information” and “Madison Square
Garden, Inc. Combined Financial Statements” of this
information statement. Those sections are incorporated herein by
reference.
The information required by this item is contained under the
section “Risk Factors”. That section is incorporated
herein by reference.
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Item 2.
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Financial
Information
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The information required by this item is contained under the
sections “Summary,” “Selected Financial
Data” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” of this
information statement. Those sections are incorporated herein by
reference.
The information required by this item is contained under the
section “Business — Properties” of this
information statement. That section is incorporated herein by
reference.
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Item 4.
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Security
Ownership of Certain Beneficial Owners and
Management
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The information required by this item is contained under the
sections “Summary” and “Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters” of this information statement. Those sections are
incorporated herein by reference.
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Item 5.
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Directors
and Executive Officers
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The information required by this item is contained under the
section “Corporate Governance and Management” of this
information statement. That section is incorporated herein by
reference.
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Item 6.
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Executive
Compensation
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The information required by this item is contained under the
section “Executive Compensation” of this information
statement. That section is incorporated herein by reference.
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Item 7.
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Certain
Relationships and Related Transactions
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The information required by this item is contained under the
sections “Certain Relationships and Related Party
Transactions” and “Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters” of this information statement. Those sections are
incorporated herein by reference.
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Item 8.
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Legal
Proceedings
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The information required by this item is contained under the
section “Business — Legal Proceedings” of
this information statement. That section is incorporated herein
by reference.
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Item 9.
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Market
Price of and Dividends on the Registrant’s Common Equity
and Related Stockholder Matters
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The information required by this item is contained under the
sections “Risk Factors,” “The Distribution,”
“Dividend Policy,” “Business,”
“Corporate Governance and Management,”
“Shares Eligible for Future Sale” and
“Description of Capital Stock” of this information
statement. Those sections are incorporated herein by reference.
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Item 10.
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Recent
Sales of Unregistered Securities
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On July 29, 2009, in connection with the incorporation of
Madison Square Garden, Inc., Regional Programming Partners, GP,
an indirect subsidiary of Cablevision Systems Corporation,
acquired 1,000 shares of common stock of Madison Square Garden,
Inc. for $10.
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Item 11.
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Description
of Registrant’s Securities to be Registered
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The information required by this item is contained under the
sections “The Distribution” and “Description of
Capital Stock” of this information statement. Those
sections are incorporated herein by reference.
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Item 12.
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Indemnification
of Directors and Officers
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The information required by this item is contained under the
section “Indemnification of Directors and Officers” of
this information statement. That section is incorporated herein
by reference.
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Item 13.
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Financial
Statements and Supplementary Data
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The information required by this item is contained under the
sections “Selected Financial Data,”
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Madison
Square Garden, Inc. Combined Financial Statements” of this
information statement. Those sections are incorporated herein by
reference.
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Item 14.
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Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
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None.
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Item 15.
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Financial
Statements and Exhibits
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(a) Financial Statements
The information required by this item is contained under the
section “Madison Square Garden, Inc. Combined Financial
Statements” beginning on
page F-1
of this information statement. That section is incorporated
herein by reference.
(b) Exhibits
The following documents are filed as exhibits hereto:
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Exhibit No.
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Description
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2
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.1
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Form of Distribution Agreement between Cablevision Systems
Corporation and Madison Square Garden, Inc. (“Distribution
Agreement”)†
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3
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.1
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Certificate of Incorporation of Madison Square Garden, Inc.†
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3
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.2
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Form of Amended and Restated Certificate of Incorporation (as in
effect immediately prior to Distribution).†
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3
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.3
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By-laws of Madison Square Garden, Inc.†
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3
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.4
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Form of Amended By-Laws (as in effect immediately prior to
Distribution).†
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8
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.1
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Form of Tax Opinion of Sullivan & Cromwell LLP.*
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10
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.1
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Form of Transition Services Agreement between Cablevision
Systems Corporation and Madison Square Garden, Inc.
(“Transition Services Agreement”).†
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10
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.2
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Form of Tax Disaffiliation Agreement between Cablevision Systems
Corporation and Madison Square Garden, Inc. (“Tax
Disaffiliation Agreement”).*
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10
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.3
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Form of Employee Matters Agreement between Cablevision Systems
Corporation and Madison Square Garden, Inc. (“Employee
Matters Agreement”).
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10
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.4
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Form of Madison Square Garden, Inc. Employee Stock Plan.
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10
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.5
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Form of Madison Square Garden, Inc. Cash Incentive Plan.
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10
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.6
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Form of Madison Square Garden, Inc. Stock Plan for Non-Employee
Directors.
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10
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.7
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Lease Agreement, between RCPI Trust and Radio City Productions
LLC, relating to Radio City Music Hall, dated December 4, 1997.+
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10
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.8
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First Amendment to Original Lease Agreement, dated December 4,
1997, between RCPI Trust and Radio City Productions LLC, dated
February 19, 1999.
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Exhibit No.
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Description
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10
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.9
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Second Amendment to Original Lease Agreement, dated December 4,
1997, between RCPI Landmark Properties, LLC and Radio City
Productions LLC, dated November 6, 2002.+
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10
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.10
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Third Amendment to Original Lease Agreement, dated December 4,
1997, between RCPI Landmark Properties, LLC and Radio City
Productions LLC, dated August 14, 2008.†+
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10
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.11
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Restated Guaranty of Lease between Madison Square Garden, L.P.
and RCPI Landmark Properties, LLC, dated August 14, 2008.+
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10
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.12
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Form of Affiliation Agreement between CVC Holdings, Inc. and
Madison Square Garden, L.P. (“Affiliation Agreement”).+
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11
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.1
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Statement re: Computation of Per Share Earnings (Loss).*
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21
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.1
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Subsidiaries of the Registrant.*
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99
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.1
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Preliminary Information Statement dated October 19,
2009.†
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† |
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Previously filed |
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To be filed by amendment |
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Confidential treatment has been requested with respect to
certain portions of this exhibit. Omitted portions have been
filed separately with the Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Madison Square Garden,
Inc.
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By:
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/s/ Robert
M. Pollichino
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Name: Robert M. Pollichino
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Title:
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Executive Vice President and Chief Financial Officer
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Dated: November 4, 2009