-----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, WTeZ2ga040uvgW+7y8+BeA3Mp832mAk/By+hdd8kCuYl4vfniGthwUbnD3sQc7Eg IdBKDAmiOGneSGXgLUwByA== 0000914760-00-000011.txt : 20000202 0000914760-00-000011.hdr.sgml : 20000202 ACCESSION NUMBER: 0000914760-00-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000110 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN SKY DBS INC CENTRAL INDEX KEY: 0001082925 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 431839531 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-76413 FILM NUMBER: 508720 BUSINESS ADDRESS: STREET 1: 605 WEST 47TH STREET, SUITE 300 CITY: KANSAS CITY STATE: MO ZIP: 64112 BUSINESS PHONE: 8167535544 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2000 Commission file number 333-76413 --------- GOLDEN SKY DBS, INC. (Exact name of registrant as specified in its charter) DELAWARE 43-1839531 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4700 BELLEVIEW, SUITE 300 KANSAS CITY, MO 64112 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code, (816) 753-5544 ITEM 5. OTHER EVENTS Merger with Pegasus Communications Corporation On January 11, 2000 Golden Sky Holdings, Inc. issued the press release attached hereto as Exhibit 99.1, announcing that it has entered into a definitive merger agreement with Pegasus Communications Corporation. Golden Sky Holdings is the parent company of Golden Sky DBS, Inc., which is the parent company of Golden Sky Systems, Inc. DIRECTV Litigation On January 11, 2000, Golden Sky Holdings issued the press release attached hereto as Exhibit 99.2, announcing that it and Pegasus Communications Corporation filed a class action lawsuit against DIRECTV, Inc. and Hughes Communication Galaxy. Bank Credit Facility Amendment On January 10, 2000, Golden Sky Holdings issued the press release attached hereto as Exhibit 99.3, announcing that Golden Sky Systems has completed an amendment to its bank credit facility, effective as of December 31, 1999. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Golden Sky Holdings, Inc. press release, dated January 11, 2000 announcing that it has entered into a definitive merger agreement with Pegasus Communications Corporation. 99.2 Golden Sky Holdings, Inc. press release, dated January 11, 2000 announcing that it and Pegasus Communications Corporation filed a class action lawsuit against DIRECTV, Inc. and Hughes Communication Galaxy. 99.3 Golden Sky Holdings, Inc. press release, dated January 10, 2000 announcing that Golden Sky Systems, Inc. has completed an amendment to its bank credit facility, effective as of December 31, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GOLDEN SKY DBS, INC. By: /s/ John R. Hager ------------------------- John R. Hager Chief Financial Officer Date: January 18, 2000 EX-99.1 2 EXHIBIT 99.1 KANSAS CITY, MO, January 11, 2000 - Golden Sky Holdings, Inc. (Golden Sky) today announced that it has signed a definitive agreement to merge with Pegasus Communications Corporation for approximately $1 billion in stock and assumed liabilities. The transaction firmly establishes Pegasus, which is based in Bala Cynwyd, Pennsylvania, as one of the nation's largest multichannel video providers. Privately held Golden Sky is the second largest independent provider of DIRECTV and currently serves 345,200 subscribers in 24 states, and has exclusive rights to serve approximately 1.86 million households. The combined operations of Pegasus and Golden Sky will serve in excess of 1.1 million subscribers in 41 states and reach approximately 7 million rural households. The 1.1 million subscribers will make Pegasus the third largest provider of DBS and the 8th largest multichannel video provider in the US, including satellite and cable. Moreover, Pegasus is the only multichannel video provider focused exclusively on rural and underserved areas of the country. Pursuant to the terms of the transaction, Pegasus will issue 6.5 million shares of its Class A common stock to Golden Sky shareholders, currently valued at $632 million, based on yesterday's closing price of $97.25 per share. Golden Sky's net debt and other liabilities totaled approximately $373 million as of September 30, 1999. The transaction has been approved by the boards of directors of both companies. Pending shareholder and certain other approvals, the transaction is expected to close during the second quarter of 2000. Upon completion of the transaction, Golden Sky will become a wholly owned subsidiary of Pegasus Communications Corporation. Golden Sky Chairman and CEO Rodney A. Weary noted, "We are excited about the opportunity to join forces with Pegasus. The scale and operating efficiencies expected to result from this merger will better position our combined companies to be the preeminent provider of subscription television and other satellite services to consumers in rural America. We are proud of Golden Sky's track record of rapidly penetrating our rural markets at low subscriber acquisition costs and our generally low subscriber churn results. We believe our past accomplishments provide a firm foundation for the continued growth of our combined businesses." Marshall W. Pagon, President, Chairman and CEO of Pegasus, stated, "The acquisition of Golden Sky is a major step in unifying the nation's independent providers of DIRECTV. With a critical mass of well over one million subscribers, our combined operations affirm Pegasus' position as the only large-scale distributor of multichannel video services focused exclusively on rural areas of the US. Rural television households comprise one-third of the nation's viewing audience and account for approximately 67% of DBS subscribers nationally. The addition of Golden Sky only serves to increase the opportunities available to grow our DBS business." "However, additional scale in our DBS operations is only the first benefit of this transaction for Pegasus. The deal also substantially increases the audience to which we can offer new digital services through the Pegasus retail network, our 2,500-outlet distribution network, as we pursue our strategy of bringing digital multichannel video, broadband internet access and other satellite-delivered services to rural America. The success of DBS in rural America has illustrated clearly the degree to which this substantial market is underserved by media and information providers, particularly cable companies. Our distribution network and rapidly growing reach uniquely positions us to bring the benefits of new technology to these homes, and satellite is the ideal medium to do so." Golden Sky Holdings, Inc. (www.gssdirectv.com) is an independent provider of programming services from DIRECTV, the nation's leading direct broadcast satellite company. Golden Sky currently provides DIRECTV programming to more than 345,000 subscribers and has approximately 70 offices throughout the United States serving 57 rural markets. DIRECTV offers subscribers access to more than 200 channels via satellite, including cable and broadcast networks, sports packages, movies, and other premium services, using an 18-inch satellite antenna dish and digital receiver. Pegasus Communications Corporation (www.pgtv.com) is one of the fastest growing media companies in the United States. Pegasus is the largest independent provider of DBS services to rural parts of the United States on the DIRECTV platform, serving approximately 1.1 million DBS subscribers in 41 states. Pegasus is also a broadcaster operating and/or programming ten TV stations serving 2 million TV households in smaller markets in 10 states affiliated with FOX, UPN and the WB. This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed. EX-99.2 3 EXHIBIT 99.2 KANSAS CITY, MO, January 11, 2000 - Golden Sky Holdings, Inc. (Golden Sky) announced today that it and Pegasus Communications Corporation have filed a class action lawsuit against DIRECTV, Inc. and Hughes Communications Galaxy. The lawsuit was filed in the United States District Court, Central District of California. Golden Sky and Pegasus have filed on behalf of themselves and as representatives of a class of those similarly situated within the National Rural Telecommunications Cooperative (NRTC) affiliate and member universe. The action is asserting various claims, including intentional interference with contractual relations, interference with prospective economic advantage and declaratory relief. Rodney Weary, Chairman and President of Golden Sky commented, "The suit does not reflect a lack of confidence in the merits of the NRTC's separate actions. Rather, it is designed to improve the options available to NRTC members as a whole and to improve Golden Sky's, and Pegasus' direct position with regard to the issues at hand." "This suit was filed because DIRECTV is in violation of a number of aspects of its obligations to the NRTC, and by extension, Pegasus", said Marshall W. Pagon, President, Chairman and CEO of Pegasus. "It positions Pegasus, and all members and affiliate members of the NRTC, to obtain class standing, making us eligible to participate more directly in any remedies awarded including punitive damages." Mr. Pagon further commented, "This action demonstrates our intention to vigorously and fully defend our rights under our agreements with NRTC and DIRECTV and to pursue any and all remedies available to us." Golden Sky Holdings, Inc. (www.gssdirectv.com) is an independent provider of programming services from DIRECTV, the nation's leading direct broadcast satellite company. Golden Sky currently provides DIRECTV programming to more than 345,000 subscribers and has approximately 70 offices throughout the United States serving 57 rural markets. DIRECTV offers subscribers access to more than 200 channels via satellite, including cable and broadcast networks, sports packages, movies, and other premium services, using an 18-inch satellite antenna dish and digital receiver. Pegasus Communications Corporation (www.pgtv.com) is one of the fastest growing media companies in the United States. Pegasus is the largest independent provider of DBS services to rural parts of the United States on the DIRECTV platform, serving approximately 1.1 million DBS subscribers in 41 states. Pegasus is also a broadcaster operating and/or programming ten TV stations serving 2 million TV households in smaller markets in 10 states affiliated with FOX, UPN and the WB. This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed. EX-99.3 4 EXHIBIT 99.3 KANSAS CITY, MO, January 10, 2000 - Golden Sky Systems, Inc. announced today that it has completed an amendment to its bank credit facility. The amendment, which was effective as of December 31, 1999, waives the Company's third quarter 1999 covenant violations and amends certain future covenant requirements. Pursuant to the amendment, the Company may borrow up to an additional $20.0 million under the bank credit facility prior to March 31, 2000. Any such incremental borrowings, which are secured by letters of credit provided by certain of the Company's shareholders, must be repaid by March 31, 2000 from the proceeds of either a private or public equity offering. The required repayment date may be deferred until May 31, 2000 under certain conditions. Upon repayment, the Company will have potential incremental borrowing capacity during the year ending December 31, 2000 equal to the lessor of the proceeds received from either a public or private equity offering or $20.0 million. Coincident with the amendment of the bank credit facility, the Company entered into stock subscription agreements with certain of its shareholders for an aggregate of $20.0 million of Company preferred stock. Golden Sky Systems, Inc. (www.gssdirectv.com), a wholly-owned subsidiary of Golden Sky DBS, Inc., is an independent provider of programming services from DIRECTV, the nation's leading direct broadcast satellite company. Golden Sky currently provides DIRECTV programming to more than 345,000 subscribers and has approximately 70 offices throughout the United States serving 57 rural markets. DIRECTV offers subscribers access to more than 200 channels via satellite, including cable and broadcast networks, sports packages, movies, and other premium services, using an 18-inch satellite antenna dish and digital receiver. -----END PRIVACY-ENHANCED MESSAGE-----