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Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3)
dated May 26, 2000 Registration No. 333-32668
(to Prospectus dated April 6, 2000) Cusip No. 705904 50 6
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PEGASUS
COMMUNICATIONS
PEGASUS COMMUNICATIONS CORPORATION
3,000,000 Shares of 6 1/2% Series C Convertible Preferred Stock
and
the Shares of Class A Common Stock Issuable upon
Conversion of the Series C Convertible Preferred Stock
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The following table supplements and amends the information set forth on
pages 36 to 41 in the prospectus under Selling Security Holders with respect to
certain Series C convertible preferred stock selling security holders and the
number of shares of Series C convertible preferred stock beneficially owned by
such holders that may be offered and sold pursuant to the prospectus dated April
6, 2000. This prospectus supplement is not complete without, and may not be
delivered or utilized except in connection with, the prospectus.
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<CAPTION>
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PERCENTAGE OF
NUMBER OF SHARES OF SERIES C PERCENTAGE OF
SERIES C CONVERTIBLE NUMBER OF SHARES OF CLASS CLASS A COMMON
CONVERTIBLE PREFERRED PREFERRED STOCK A COMMON STOCK THAT MAY STOCK
NAME STOCK THAT MAY BE SOLD OUTSTANDING BE SOLD (1) OUTSTANDING (2)
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<S> <C> <C> <C> <C>
BNP Arbitrage SNC 44,200 1.5% 34,666 *
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* less than 1%
(1) Assumes conversion of all of the holder's Series C convertible preferred
stock at a conversion price of $127.50 per share of Class A common stock.
However, this conversion price will be subject to adjustment as described
under Description of Series C Convertible Preferred Stock--Conversion Right
and as described below. As a result, the amount of Class A common stock
issuable upon conversion of the Series C convertible preferred stock may
increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 22,184,710
shares of Class A common stock outstanding as of May 24, 2000. In
calculating this amount, we treated as outstanding the number of shares of
Class A common stock issuable upon conversion of all of that particular
holder's Series C convertible preferred stock. However, we did not assume
the conversion of any other holder's Series C convertible preferred stock.
Pegasus has approved a two-for-one stock split of its Class A common stock
to be paid as a stock dividend. Shareholders of record as of May 19, 2000 will
receive an additional share of Class A common stock for each share held. The
stock dividend will be paid on May 30, 2000. Pursuant to the certificate of
designation for the Series C convertible preferred stock, the stock dividend
will be treated as an event which triggers an adjustment in the conversion price
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of the Series C convertible preferred stock. After the stock dividend is paid on
May 30, 2000, the adjusted conversion price will be $63.75 per share of Class A
common stock.
Because the selling security holders listed above and in the prospectus
under the caption Selling Security Holders may, pursuant to the prospectus, as
supplemented, offer all or some portion of the Series C convertible preferred
stock, no estimate can be given as to the amount of Series C convertible
preferred stock that will be held by the selling security holders upon
termination of any such sales.
Furthermore, the selling security holders identified in the table set forth
in the prospectus under the caption Selling Security Holders may have sold,
transferred or otherwise disposed of all or a portion of their Series C
convertible preferred stock or Class A common stock since the date on which they
provided us with information regarding their Series C convertible preferred
stock or Class A common stock, and we have not made any independent inquiries as
to the foregoing.
Unless otherwise noted, all information provided in this prospectus
supplement is as of May 26, 2000.
