SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PEGASUS COMMUNICATIONS CORPORATION
(Name of Issuer)
Class A Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
705904 10 0
(CUSIP Number)
Copy to:
Richard D. Summe Louis G. Martine, Esq.
11790 East State Road 334 Barnes & Thornburg
Zionsville, Indiana 46077-9399 1313 Merchants Bank Building
(317) 873-6914 11 S. Meridian Street, Suite 1313
Indianapolis, Indiana 46204
(317) 236-1313
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 30, 1997
(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.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 705904 10 0 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON Richard D. Summe
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER OF 7 SOLE VOTING POWER 275,969
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 275,969
REPORTING -----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH -----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,969
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%*
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14 TYPE OF REPORTING PERSON
IN
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* Pursuant to the Issuer's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997, 5,739,842 shares of Class A
Common Stock, $0.01 par value, were outstanding as of November 11,
1997.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Title of Security: Class A Common Stock, $0.01 Par Value Per Share
Issuer: Pegasus Communications Corporation
c/o Pegasus Communications Management Company
5 Radnor Corporate Center
100 Matsonford Road, Suite 454
Radnor, Pennsylvania 19087
ITEM 2. IDENTITY AND BACKGROUND.
(a) Richard D. Summe
(b) 11790 East State Road 334
Zionsville, Indiana 46077-9399
(c) Investments
(d)-(e) During the last five years, Mr. Summe (i) has not been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Summe originally acquired the 284,719 shares of Class A Common
Stock, $0.01 par value per share (the "Class A Shares"), of Issuer pursuant to
the acquisition (the "Merger") of DBS of Indiana, Inc., an Indiana corporation
("DBS"), by Issuer. The Merger was effected pursuant to an Agreement and Plan of
Merger, dated January 21, 1997, by and among Issuer, Pegasus Satellite
Television of Indiana, Inc., a wholly-owned subsidiary of Issuer ("PSTI"), and
DBS (the "Agreement").
Upon consummation of the Merger on January 31, 1997, all of the issued
and outstanding shares of common stock, no par value, of DBS (the "DBS Stock")
were converted into (1) cash in an aggregate amount equal to approximately $5.3
million and (2) Class A Shares having an aggregate Closing Value of $5.6
million. Pursuant to the terms of the Agreement, "Closing
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Value" was defined as the last reported sale price of the Class A Shares between
a buyer and a seller that are not affiliates of Issuer on the Nasdaq National
Market System on the third business day before the closing date, or, if no such
sale is made on such day, the average of the closing bid and asked price on such
system on such day. As such, the Closing Value per share in the Merger was
$12.00.
Prior to the Merger, Mr. Summe owned 2,740 shares (61.01%) of the 4,491
issued and outstanding shares of DBS Stock. Therefore, Mr. Summe received
$3,256,143 in cash and 284,719 Class A Shares as Merger consideration.
Prior to the Merger, Mr. Summe purchased 4,000 additional Class A Shares in
the open market.
On December 30, 1997, Mr. Summe gifted an aggregate of 12,750 Class A
Shares to four churches. As such, as of that date, Mr. Summe beneficially owns
275,969 Class A Shares.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (j) Prior to consummation of the Merger, DBS was a
privately-owned provider of DIRECTV services. Pursuant to its operating and
acquisition strategy, Issuer contacted DBS concerning the possible acquisition
of DBS by Issuer. Negotiations between the two parties ensued until the
Agreement was finalized. The Merger was consummated on January 31, 1997; and, as
described above in response to Item 3, the consideration paid to the
shareholders of DBS in the Merger included Class A Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Summe beneficially owns 275,969 Class A Shares, which
represent approximately 4.8% of all issued and outstanding Class
A Shares. Mr. Summe is the sole owner of these Class A Shares.
(b) Sole Voting Power: 275,969
Shared Voting Power: 0
Sole Dispositive Power: 275,969
Shared Dispositive Power: 0
(c) On December 30, 1997, Mr. Summe gifted an aggregate of 12,750
Class A Shares to four churches. As such, as of that date, Mr.
Summe beneficially owns 275,969 Class A Shares, which represent
approximately 4.8% of all issued and outstanding Class A Shares.
Since Mr. Summe no longer beneficially owns more than 5.0% of the
outstanding Class A Shares, he no longer is subject to the
reporting requirements of Rules 13d-1 to 13d-6 of the Securities
Exchange Act of 1934, as amended.
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(d) Not applicable
(e) December 30, 1997
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
As part of the consummation of the Merger and pursuant to the
provisions of the Agreement, Mr. Summe and the other former shareholders of DBS
entered into an Escrow Agreement with Issuer, PSTI and Schroder Bank & Trust
Company, as Escrow Agent (the "Escrow Agreement"). Pursuant to the provisions of
the Escrow Agreement, Mr. Summe deposited into escrow 35,588 of his Class A
Shares with the Escrow Agent to insure DBS' indemnification obligations to
Issuer under the Agreement. Mr. Summe maintains sole voting and dispositive
power over these Class A Shares.
Also as part of the consummation of the Merger and pursuant to the
provisions of the Agreement, Mr. Summe and the other former shareholders of DBS
entered into a Stockholders' Agreement with Issuer (the "Stockholders'
Agreement"). Pursuant to the provisions of the Stockholders' Agreement and upon
certain conditions described therein, Mr. Summe has the option to have his Class
A Shares included in any registration by the Issuer of Class A Shares (or
securities convertible into or exchangeable for, or options to purchase, Class A
Shares) under the Securities Act of 1933, as amended (the "1933 Act").
In addition, pursuant to the provisions of the Stockholders' Agreement,
whenever, during the period ending January 31, 1999 (unless the holding period
under Rule 144 under the 1933 Act shall be reduced to a shorter period, in which
case during such shorter period), Mr. Summe desires to sell or transfer any of
his Class A Shares in a private transaction exempt from registration under the
1933 Act and applicable "blue sky" laws, Issuer shall have a 30-day option to
purchase such Class A Shares for the price being offered in the private
transaction. If such option is unexercised within 30 days, Mr. Summe can sell or
transfer such Class A Shares in the private transaction.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated as of January 21, 1997, by
and among Pegasus Communications Corporation, Pegasus Satellite
Television of Indiana, Inc. and DBS of Indiana, Inc.
(incorporated by reference to the Schedule 13D filed with the
Commission by Mr. Summe on February 10, 1997)
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SIGNATURE
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.
January 16, 1998
/s/ Richard D. Summe
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Richard D. Summe
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