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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
(AMENDMENT NO. 1)
PEGASUS COMMUNICATIONS CORPORATION
(Name of Subject Company)
PEGASUS COMMUNICATIONS CORPORATION
(to be renamed Pegasus Satellite Communications, Inc.)
(Name of Filing 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
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Transaction Valuation* Amount of Filing Fee**
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$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 $152.8 million outstanding
liquidation preference of Series A Cumulative Exchangeable Preferred Stock,
plus accrued and unpaid dividends as of the settlement date (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 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.
** Previously paid.
|X| 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: $32,517.60
Filing Party: Pegasus Communications Corporation
Form or Registration No.: Schedule TO
Date Filed: December 19, 2000
|_| 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
This Amendment No. 1 amends the Tender Offer Statement on Schedule TO
(the "Schedule TO") filed by Pegasus Communications Corporation, a Delaware
corporation, on December 19, 2000 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 (the Offering Memorandum
and the Consent and Letter of Transmittal, as amended and supplemented from time
to time, together constitute the "Offer"). Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Offering Memorandum.
The Schedule TO, which expressly incorporates by reference the
information provided in the Offer in response to all items in the Statement, is
hereby amended and supplemented as follows.
ITEMS 1, 4 and 6.
1. Items 1, 4 and 6 of the Schedule TO, which incorporate by reference
information contained in the Offer and all exhibits to the Offer, are hereby
amended and supplemented as follows:
The fourth bullet point under the second paragraph of the subsection
Conditions of the Exchange Offer and Consent Solicitation on page 45 of the
Offering Memorandum, is hereby deleted.
The words "sole judgment" in the fifth, sixth and seventh bullet
points under the subsection, Conditions of the Exchange Offer and Consent
Solicitation on page 46 of the Offering Memorandum, are hereby deleted and
replaced in each case with the words "reasonable judgment."
2. Items 1, 4 and 6 are hereby further amended and supplemented by the
addition of the following:
The initial period of the Offer, which was scheduled to expire at
5:00 p.m., New York City time, on January 18, 2001, has been extended to 5:00
p.m., New York City time, on January 22, 2001, unless further extended.
In a letter dated January 16, 2001 delivered to The Depository
Trust Company, Pegasus Communications announced that the expiration date of the
Offer has been extended to January 22, 2001, unless further extended. A copy of
the letter containing the announcement is filed as Exhibit (a)(7) and is
incorporated in response to this Item by reference.
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ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by adding the following
exhibit.
(a)(7) Letter delivered to The Depository Trust Company dated
January 16, 2001
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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: January 16, 2001
PEGASUS COMMUNICATIONS CORPORATION
By: /s/ Scott A. Blank
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Name: Scott A. Blank
Title: Vice President
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EXHIBIT INDEX
Exhibit No. Description
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(a)(7) Letter delivered to The Depository Trust Company dated
January 16, 2001
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