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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
PEGASUS COMMUNICATIONS CORPORATION
(Name of Subject Company)
PEGASUS COMMUNICATIONS CORPORATION
(to be renamed Pegasus Satellite Communications, Inc.)
(Name of Fling Person (Issuer))
12 3/4% Series A Cumulative Exchangeable Preferred Stock
(Title of Class of Securities)
705904209
(CUSIP Number of Class of Securities)
Scott A. Blank, Esq.
Vice President
Pegasus Communications Corporation
c/o Pegasus Communications Management Company
225 City Line Avenue, Suite 200
Bala Cynwyd, Pennsylvania 19004
Telephone: (888) 438-7488
Copy to:
Michael B. Jordan, Esq.
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
(215) 988-2700
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Person)
Calculation of Filing Fee
|--------------------------------------|---------------------------------------|
| Transaction Valuation* | Amount of Filing Fee |
|--------------------------------------|---------------------------------------|
| $162,588,000 | $32,517.60 |
|--------------------------------------|---------------------------------------|
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* Estimated for purposes of calculating the amount of the filing fee only.
The amount assumes the exchange of the entire $162.6 million outstanding
liquidation preference of Series A Cumulative Exchangeable Preferred Stock
(the "Pegasus Communications Preferred Stock") of Pegasus Communications
Corporation for an equal amount of Series A Cumulative Exchangeable
Preferred Stock (the "Pegasus Satellite Preferred Stock") of Pegasus
Satellite Communications, Inc. Based on the accumulated value of the
outstanding Pegasus Communications Preferred Stock as of January 18, 2001,
the approximate transaction value is equal to $162,588,000. The amount of
the filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the
transaction value.
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(A)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount previously paid Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of a tender offer: |_|
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TENDER OFFER
Pegasus Communications Corporation, a Delaware Corporation, is filing
this Tender Offer Statement on Schedule TO under Section 13(e) of the Securities
Exchange Act of 1934, in connection with its offer to exchange up to $162.6
million aggregate liquidation preference of Pegasus Communications Preferred
Stock or a lesser amount as is properly tendered and not withdrawn, for an equal
amount of Pegasus Satellite Preferred Stock on the terms and subject to the
conditions described in the Offering Memorandum, dated December 19, 2000, and
related Consent and Letter of Transmittal. A copy of the Offering Memorandum is
attached to this Statement as Exhibit (a)(1), and a copy of the Consent and
Letter of Transmittal is attached to this Statement as Exhibit (a)(2), which, as
they may be amended or supplemented from time to time, together constitute the
"Offer."
The information in the Offer, including all schedules and annexes to
that information, is expressly incorporated in this Statement by reference in
response to all the items of this Statement, except as otherwise provided below.
ITEM 1. SUMMARY TERM SHEET.
The information provided in the Offering Memorandum under the
caption "Offering Memorandum Summary" is incorporated by reference in response
to this item.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The subject company and issuer of the securities
subject to the Offer is Pegasus Communications
Corporation (to be renamed Pegasus Satellite
Communications, Inc.), a Delaware corporation.
(b) The subject class of equity securities is the Pegasus
Communications Series A 12 3/4% Cumulative
Exchangeable Preferred Stock. As of the date of this
Statement, there was outstanding approximately $162.6
million aggregate liquidation preference of Pegasus
Communications Preferred Stock.
(c) The Pegasus Communications Preferred Stock is not
listed on any national securities exchange or
authorized to be quoted in any inter-dealer quotation
system of any national securities association.
Certain institutions and securities dealers provide
quotations for and engage in transactions in the
Pegasus Communications Preferred Stock. However,
there is no established trading market for the
Pegasus Communications Preferred Stock, other than
through these limited or sporadic quotations.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The filing person's address and telephone number are Pegasus
Communications Corporation, c/o Pegasus Communications Management Company, 225
City Line Avenue, Suite 200, Bala Cynwyd, PA 19004; telephone (888) 438-7488.
The information regarding the filing person's directors and executive officers
is incorporated by reference in response to this item to the Section captioned
"Item 10: Directors and Executive Officers of the Registrant" of Pegasus
Communications' Form 10-K for the year ended December 31, 1999, which is filed
as Exhibit (a)(1) to this Statement as Annex B to the Offering Memorandum.
Pegasus Communications Corporation will become a subsidiary of a new holding
company on or about January 17, 2001. At that time, Pegasus Communications
Corporations will be renamed Pegasus Satellite Communications, Inc., and the
holding company will be renamed Pegasus Communications Corporation.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information provided in the sections of the
Offering Memorandum filed as Exhibit (a)(1) to this
Statement captioned "The Exchange Offer and Consent
Solicitation" and "Description of New Pegasus
Satellite Preferred Stock and Exchange Notes" is
incorporated by reference in response to this item.
(b) None of the securities are to be purchased from any
officer, director, or affiliate of Pegasus
Communications.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS, AND AGREEMENTS.
(a)(2) The information provided under the caption "Item 13:
Certain Relationships and Related Transactions" in
Pegasus Communications' Form 10-K for the year ended
December 31, 1999, which is filed as Exhibit (a)(1)
to this Statement as Annex B to the Offering
Memorandum, is incorporated by reference in response
to this item.
(b) The information provided under the captions "Item 13:
Certain Relationships and Related Transactions - CIBC
World Markets Corp. and Affiliates" and "Item 13:
Certain Relationships and Related Transactions -
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Voting Agreement"; "Item 1: Business - Recent
Completed and Pending Transactions"; "Item 7:
Management's Discussion and Analysis of Financial
Condition and Results of Operations," in Pegasus
Communications' Form 10-K for the year ended December
31, 1999, which is filed as Exhibit (a)(1) to the
Statement as Annex B to the Offering Memorandum, is
incorporated by reference in response to this item.
(c) Not applicable.
(d) Not applicable.
(e) The information provided under the caption "Item 13:
Certain Relationships and Related Transactions -
Voting Agreement" in Pegasus Communications' Form
10-K for the year ended December 31, 1999, which is
filed as Exhibit (a)(1) to this Statement as Annex B
to the Offering Memorandum, is incorporated by
reference in response to this item.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information provided in the sections of the
Offering Memorandum filed as Exhibit (a)(1) to this
Statement captioned "Offering Memorandum Summary -
The Exchange Offer and Consent Solicitation - Purpose
of the Exchange Offer" and "Proposed Holding Company
Reorganization" are incorporated by reference in
response to this item.
(b) The securities acquired in the Offer will be retired.
(c) The information provided in the sections of the
Offering Memorandum filed as Exhibit (a)(1) to this
Statement captioned "Proposed Holding Company
Reorganization," "Capitalization of Pegasus
Satellite" and "Capitalization of Pegasus
Communications" are incorporated by reference in
response to this item.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of consideration required by Pegasus Communications to
consummate the Offer is approximately $162.6 million in aggregate liquidation
preference of Pegasus Satellite Preferred Stock.
Pegasus Communications expects to obtain the cash required for
payment of expenses in connection with the exchange offer through working
capital. The stock issuable in the Offer consists of newly issued shares of
Pegasus Satellite Preferred Stock. The Pegasus Satellite Preferred Stock to be
issued in the Offer will be issued in reliance on the exemption from
registration provided by Rules 144A and 506 and Regulation S under the
Securities Act of 1933, as amended.
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In addition to the foregoing, the information provided in the
section of the Offering Memorandum filed as Exhibit (a)(1) to this Statement
captioned "The Exchange Offer and Consent Solicitation - Fees and Expenses;
Accounting Treatment" is incorporated by reference in response to this item.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) None of the persons named in response to Item 1003 of
Regulation M-A, nor any associates or majority-owned
subsidiaries of those persons, beneficially owns any
of the subject securities.
(b) Not applicable.
ITEM 9. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information provided in the section of the
Offering Memorandum filed as Exhibit (a)(1) to this
Statement captioned "The Exchange Offer and Consent
Solicitation - Dealer Managers/Solicitation Agents"
and "The Exchange Offer and Consent Solicitation -
Fees and Expenses; Accounting Treatment" are
incorporated by reference in response to this item.
(b) Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
(a) The following financial statements and financial
information are incorporated by reference in response
to this item:
(1)(i) The audited consolidated financial
statements of Pegasus Communications
provided in its Form 10-K for the fiscal
year ended December 31, 1999, included as
Annex B to the Offering Memorandum filed as
Exhibit (a)(1) to this Statement;
(1)(ii) The audited consolidated financial
statements of Golden Sky Holdings, Inc.
contained in Pegasus Communications'
Registration Statement on Form S-4 (File No.
333-31080) under the caption "Golden Sky
Holdings, Inc.," included as Annex D to the
Offering Memorandum filed as Exhibit (a)(1)
to this Statement;
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(2)(i) The unaudited condensed consolidated
financial statements of Pegasus
Communications provided in its Form 10-Q for
the fiscal quarter ended September 30, 2000
included as Annex C to the Offering
Memorandum filed as Exhibit (a)(1) to this
Statement;
(2)(ii) The unaudited consolidated financial
statements of Golden Sky DBS, Inc. provided
in its Form 10-Q for the fiscal year ended
March 31, 2000 included as Annex E to the
Offering Memorandum filed as Exhibit (a)(i)
to this Statement;
(3) The section of the Offering Memorandum filed
as Exhibit (a)(1) to this Statement
captioned "Ratio of Earnings to Fixed
Charges and Preferred Dividends."
(4) The unaudited condensed consolidated
financial statements of Pegasus
Communications provided in its Form 10-Q for
the fiscal quarter ended September 30, 2000
included as Annex C to the Offering
Memorandum filed as Exhibit (a)(1) to this
Statement.
(b) The unaudited Pro Forma Consolidated Financial
Information included in Annex A to the Offering
Memorandum filed as Exhibit (a)(1) to this Statement
are incorporated by reference in response to this
item.
(c) The information provided in the sections of the
Offering Memorandum filed as Exhibit (a)(1) to this
Statement captioned "Summary Historical and Pro Forma
Consolidated Financial Data for Pegasus Satellite and
Pegasus Communications" and "Selected Historical and
Pro Forma Consolidated Financial Data for Pegasus
Satellite and Pegasus Communications" are
incorporated by reference in response to this item.
ITEM 11. ADDITIONAL INFORMATION.
(a) Agreements, Regulatory Requirements and Legal
Proceedings.
(1) Not applicable.
(2) Completion of the holding company
reorganization to which the exchange offer
relates is subject to regulatory filings and
consents.
(3) Not applicable.
(4) Not applicable.
(5) Not applicable.
(b) Not applicable.
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ITEM 12. EXHIBITS.
(a)(1) Offering Memorandum dated December 19, 2000.
(a)(2) Consent and Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to DTC Participants
(a)(5) Letter to Beneficial Holders
(a)(6) Roadshow Slides.
(b) None.
(d) Form of Voting Agreement (incorporated by reference
to Annex II to Pegasus Communications' registration
statement on Form S-4 (File No. 333-31080)).
(g) None.
(h) None.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information provided in this statement is true, complete and correct.
Dated: December 19, 2000
PEGASUS COMMUNICATIONS CORPORATION
By: /s/ Scott A. Blank
------------------------------
Name: Scott A. Blank
Title: Vice President
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EXHIBIT INDEX
Exhibit No. Description
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(a)(1) Offering Memorandum dated December 19, 2000
(a)(2) Consent and Letter of Transmittal
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to DTC Participants
(a)(5) Letter to Beneficial Holders
(a)(6) Roadshow Slides
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