-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DiMDDFzVqk1nNwoYIydvUK4rKu8vrF/SK5stMrQw72JEm1ZnW5ANhfrx+dD78/Kz ne8nEbwg3HlNryasPyrcGA== 0000950116-96-001114.txt : 19961021 0000950116-96-001114.hdr.sgml : 19961021 ACCESSION NUMBER: 0000950116-96-001114 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961018 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEGASUS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001015629 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 510374669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47153 FILM NUMBER: 96645088 BUSINESS ADDRESS: STREET 1: 5 RADNOR CORPORATE CENTER STE 454 STREET 2: 100 MATSONFORD ROAD CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6103411801 MAIL ADDRESS: STREET 1: 1345 CHESTNUT ST STREET 2: 1345 CHESTNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19107-3496 FORMER COMPANY: FORMER CONFORMED NAME: PEGASUS COMMUNICATIONS & MEDIA CORP DATE OF NAME CHANGE: 19960530 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARRON COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000701978 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 70 E LANCASTER AVE CITY: FRAZER STATE: PA ZIP: 19355 BUSINESS PHONE: 6106447500 MAIL ADDRESS: STREET 1: 70 E LANCASTER AVE CITY: FRAZER STATE: PA ZIP: 19355 SC 13D 1 ------------------------------------- OMB APPROVAL ------------------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response..........14.90 ------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) PEGASUS COMMUNICATIONS CORPORATION - ------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 705904 10 0 - ------------------------------------------------------------------------------- (CUSIP Number) James J. McEntee, III Lamb, Windle & McErlane 24 East Market Street P.O. Box 565 West Chester, PA 19381 (610) 701-4408 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 8, 1996 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. SCHEDULE 13D - ------------------------- ----------------------- CUSIP No. 705904 10 0 Page 2 of 11 Pages - ------------------------- ----------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harron Communications Corp. IRS Identification No. 15-0611077 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS OO - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------ NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 852,110 BENEFICIALLY | | OWNED BY | 8 | SHARED VOTING POWER EACH | | -0- REPORTING | 9 | SOLE DISPOSITIVE POWER PERSON WITH | | 852,110 | 10 | SHARED DISPOSITIVE POWER | | -0- - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 852,110 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 11 Pages Item 1. Security and Issuer. This statement relates to the Class A common stock, par value $.01 per share (the "Class A Common Stock"), of Pegasus Communications Corporation (the "Issuer"). The Issuer is a Delaware corporation and the principal executive offices of its management is c/o Pegasus Communications Management Company, 5 Radnor Corporate Center, Suite 454, 100 Matsonford Road, Radnor, Pennsylvania 19087. Item 2. Identity and Background. This statement is being filed by Harron Communications Corp. (hereinafter referred to as "Harron"), a New York corporation. Harron is a communications company, which primarily provides cable television services and operates television broadcasting stations. The address of Harron's principal office is 70 East Lancaster Avenue, Frazer, PA, 19355. The following are the directors and executive officers of Harron, and certain information relating thereto: Margaret E. Harron ------------------ Title: Director Business Address: 70 East Lancaster Avenue, Frazer, PA 19355 Present Principal Occupation: Housewife Paul F. Harron, Jr. ------------------- Title: Director, President Business Address: 70 East Lancaster Avenue, Frazer, PA 19355 Present Principal Occupation: Director and President of Harron John F. Quigley, III -------------------- Title: Vice President and Chief Financial Officer Business Address: 70 East Lancaster Avenue, Frazer, PA 19355 Present Principal Occupation: Vice President and Chief Financial Officer of Harron Page 4 of 11 Pages Margaret H. Bruder ------------------ Title: Director Business Address: 70 East Lancaster Avenue, Frazer, PA 19355 Present Principal Occupation: Housewife Patricia H. Imbesi ------------------ Title: Director Business Address: 70 East Lancaster Avenue, Frazer, PA 19355 Present Principal Occupation: Vice President and Secretary, Harron Thomas J. MacCrory ------------------ Title: Director Business Address: 1235 Westlakes Drive, Berwyn, PA 19312 Present Principal Occupation: Senior Vice President Communications Equity Associates William H. Lamb, Esq. --------------------- Title: Director Business Address: Lamb, Windle & McErlane, P.C., 24 East Market Street, West Chester, PA 19380-0565 Present Principal Occupation: Principal of Lamb, Windle & McErlane, P.C., a law firm Gregory Raymond --------------- Title: Vice President Business Address: 70 East Lancaster Avenue, Frazer, PA 19355 Present Principal Occupation: Vice President, Harron Page 5 of 11 Pages All of the executive officers and directors of Harron are citizens of the United States. During the last five years, neither Harron nor any of the directors or executive officers of Harron has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to a Contribution and Exchange Agreement (the "Contribution and Exchange Agreement") by and between Harron and Pegasus Communications Holdings, Inc. (the parent of the Issuer) (the "Parent"), dated as of May 30, 1996, as amended, and concurrently with an initial public offering (completed on October 8, 1996) by the Issuer of 3,000,000 shares of its Class A Common Stock (the "Public Offering"), Harron sold to the Issuer rights as exclusive provider of DIRECTV services in certain rural areas of Texas and Michigan and related assets (the "DIRECTV Rights"). In exchange for the DIRECTV Rights, Harron received 852,110 shares of Class A Common Stock and approximately $17.9 million in cash. Item 4. Purpose of Transaction. The shares of Common Stock with respect to which this statement is filed were acquired for investment purposes. Neither Harron nor any of its directors or officers has any present plans, or contemplates any present proposals, that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, except that in connection with the acquisition of the DIRECTV Rights, the Parent agreed to nominate a designee of Harron as a member of the Issuer's board of directors until October 8, 1998. The initial nominee is James J. McEntee, III, who was appointed to the Issuer's board of directors effective October 8, 1996. Page 6 of 11 Pages Item 5. Interest in Securities of the Issuer. (a)(i) As of the date hereof, Harron is the beneficial owner of 852,110 shares of Class A Common Stock. There are currently 4,471,437 shares of Class A Common Stock outstanding. Harron's Class A Common Stock holdings represent approximately 19.1% of the Class A Common Stock. There are currently 9,053,337 total shares of Common Stock outstanding.1 Harron's Class A Common Stock holdings represent approximately 9.4% of the total shares of Common Stock outstanding. (a)(ii) None of the directors and executive officers of Harron holds any shares of Pegasus Class A Common Stock individually. (b) Harron has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of the shares of Class A Common Stock beneficially owned by it. (c) On October 8, 1996, Harron became the beneficial owner of 852,110 shares of Common Stock pursuant to the terms of the Contribution and Exchange Agreement by and between Harron and the Parent (see Item 3). (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The Issuer and Harron are parties to a Stockholders' Agreement, dated as of October 8, 1996. The Stockholders' Agreement provides Harron certain piggyback registration rights with respect to its shares of Class A Common Stock until such shares (i) have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) may be sold to the public pursuant to Rule 144 under the Securities Act. In addition, the Stockholders' Agreement provides the Issuer with a right of first offer until October 8, 1998 to purchase any shares that Harron or its affiliates intend to sell in a private transaction exempt from registration under the Securities Act and applicable state securities laws. - -------- 1 Consisting of 4,471,437 shares of Class A Common Stock and 4,581,900 shares of Class B Common Stock. Page 7 of 11 Pages The shares of the Issuer's Class A Common Stock held by Harron are subject to a Pledge and Security Agreement between Harron and its lending group. Item 7. Material to be Filed as Exhibits. 1. Contribution and Exchange Agreement by and between the Parent and Harron dated as of May 30, 1996, which is incorporated herein by reference to Exhibit 2.2 to the Issuer's registration statement on Form S-1 (File No. 333-05057), originally filed June 3, 1996, as amended. 2. Amendment No. 1 to Contribution and Exchange Agreement dated as of August 19, 1996. 3. Amendment No. 2 to Contribution and Exchange Agreement dated as of September 3, 1996, which is incorporated herein by reference to Exhibit 2.5 to the Issuer's registration statement on Form S-1 (File No. 333-05057), originally filed June 3, 1996, as amended. 4. Amendment No. 3 to Contribution and Exchange Agreement dated October 8, 1996. Page 8 of 11 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. HARRON COMMUNICATIONS CORP. By: /s/ John F. Quigley, III ---------------------------- John F. Quigley, III Vice President and Chief Financial Officer Dated: October 16, 1996 EX-2 2 Exhibit 2 Page 9 of 11 Pages AMENDMENT NO. 1 TO CONTRIBUTION AND EXCHANGE AGREEMENT This AMENDMENT NO. 1 ("Amendment") made and entered into as of the 19th day of August, 1996, by and between PEGASUS COMMUNICATIONS HOLDINGS, INC. ("Pegasus"), a Delaware corporation, and HARRON COMMUNICATIONS CORP. ("Harron"), a New York corporation. Pegasus and Harron are collectively referred to herein as the Parties. RECITALS: WHEREAS, the Parties have entered into that certain Contribution and Exchange Agreement dated as of May 30, 1996 ("Agreement"); and WHEREAS, the Parties wish to amend the Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and the mutual promises made herein and in the Agreement, and in consideration of the representations, warranties and covenants contained herein and in the Agreement, and intending to be legally bound hereby, the Parties agree that the term "Termination Date" defined in Section 1.1 of the Agreement shall be amended in its entirety to read as follows: "Termination Date" means November 15, 1996, or a mutually agreeable earlier date. IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written. PEGASUS COMMUNICATIONS HOLDINGS, INC. By:/s/ Ted S. Lodge ---------------------------- Ted S. Lodge Senior Vice President HARRON COMMUNICATIONS CORP. By:/s/ John F. Quigley, III ----------------------------- John F. Quigley, III Vice President and Chief Financial Officer EX-4 3 Exhibit 4 Page 10 of 11 Pages AMENDMENT NO. 3 TO CONTRIBUTION AND EXCHANGE AGREEMENT This AMENDMENT NO. 3 ("Amendment") made and entered into as of the 8th day of October, 1996, by and between Pegasus Communications Holdings, Inc. ("Pegasus"), a Delaware corporation, and Harron Communications Corp. ("Harron"), a New York corporation. Pegasus and Harron are collectively referred to herein as the "Parties." R E C I T A L S: WHEREAS, the Parties have entered into that certain Contribution and Exchange Agreement dated as of May 30, 1996, as amended by Amendment No. 1 dated as of August 19, 1996 and Amendment No. 2 dated as of September 3, 1996 ("Agreement"); and WHEREAS, the Parties wish to amend the Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and mutual promises made herein and in the Agreement, and in consideration of the representations, warranties and covenants contained herein and in the Agreement, and intending to be legally bound hereby, the Parties agree as follows: The definition of "NRTC Patronage Capital" set forth in Section 1.1 of the Agreement shall be amended in its entirety to read as follows: "NRTC Patronage Capital" means any equity interest in NRTC allocated to Harron, or if such equity interest is not transferrable to Pegasus at Closing, the right to receive any distributions on account of such equity interest. The following clause shall be added to Section 9.4 of the Agreement: (c) Harron shall have an ongoing obligation after Closing to make or pay to Pegasus any distributions on account of NRTC Patronage Capital. The following clause shall be added to the beginning of the last sentence of Section 11.1: "Except as otherwise provided in this Agreement,". This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the day and year first above written. Page 11 of 11 Pages PEGASUS COMMUNICATIONS HOLDINGS, INC. By: /s/ Ted S. Lodge ---------------------------------------- Ted S. Lodge, Senior Vice President HARRON COMMUNICATIONS CORP. By: /s/ John F. Quigley, III ---------------------------------------- John F. Quigley, III, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----