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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
PEGASUS COMMUNICATIONS CORPORATION
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
705904 10 0
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(CUSIP Number)
James J. McEntee, III
Lamb, Windle & McErlane
24 East Market Street
P.O. Box 565
West Chester, PA 19381
(610) 701-4408
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 1996
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(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.
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SCHEDULE 13D
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CUSIP No. 705904 10 0 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harron Communications Corp.
IRS Identification No. 15-0611077
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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 PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 852,110
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | -0-
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | | 852,110
| 10 | SHARED DISPOSITIVE POWER
| | -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
852,110
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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)
19.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 11 Pages
Item 1. Security and Issuer.
This statement relates to the Class A common stock, par value
$.01 per share (the "Class A Common Stock"), of Pegasus Communications
Corporation (the "Issuer"). The Issuer is a Delaware corporation and the
principal executive offices of its management is c/o Pegasus Communications
Management Company, 5 Radnor Corporate Center, Suite 454, 100 Matsonford Road,
Radnor, Pennsylvania 19087.
Item 2. Identity and Background.
This statement is being filed by Harron Communications Corp.
(hereinafter referred to as "Harron"), a New York corporation. Harron is a
communications company, which primarily provides cable television services and
operates television broadcasting stations. The address of Harron's principal
office is 70 East Lancaster Avenue, Frazer, PA, 19355.
The following are the directors and executive officers of
Harron, and certain information relating thereto:
Margaret E. Harron
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Title: Director
Business Address: 70 East Lancaster Avenue, Frazer,
PA 19355
Present Principal Occupation: Housewife
Paul F. Harron, Jr.
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Title: Director, President
Business Address: 70 East Lancaster Avenue, Frazer,
PA 19355
Present Principal Occupation: Director and President of
Harron
John F. Quigley, III
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Title: Vice President and Chief Financial Officer
Business Address: 70 East Lancaster Avenue, Frazer,
PA 19355
Present Principal Occupation: Vice President and Chief
Financial Officer of
Harron
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Page 4 of 11 Pages
Margaret H. Bruder
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Title: Director
Business Address: 70 East Lancaster Avenue, Frazer,
PA 19355
Present Principal Occupation: Housewife
Patricia H. Imbesi
------------------
Title: Director
Business Address: 70 East Lancaster Avenue, Frazer,
PA 19355
Present Principal Occupation: Vice President and
Secretary, Harron
Thomas J. MacCrory
------------------
Title: Director
Business Address: 1235 Westlakes Drive, Berwyn, PA
19312
Present Principal Occupation: Senior Vice President
Communications Equity
Associates
William H. Lamb, Esq.
---------------------
Title: Director
Business Address: Lamb, Windle & McErlane, P.C., 24
East Market Street, West Chester,
PA 19380-0565
Present Principal Occupation: Principal of
Lamb, Windle & McErlane, P.C.,
a law firm
Gregory Raymond
---------------
Title: Vice President
Business Address: 70 East Lancaster Avenue, Frazer,
PA 19355
Present Principal Occupation: Vice President, Harron
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Page 5 of 11 Pages
All of the executive officers and directors of Harron are
citizens of the United States.
During the last five years, neither Harron nor any of the
directors or executive officers of Harron has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Contribution and Exchange Agreement (the
"Contribution and Exchange Agreement") by and between Harron and Pegasus
Communications Holdings, Inc. (the parent of the Issuer) (the "Parent"), dated
as of May 30, 1996, as amended, and concurrently with an initial public offering
(completed on October 8, 1996) by the Issuer of 3,000,000 shares of its Class A
Common Stock (the "Public Offering"), Harron sold to the Issuer rights as
exclusive provider of DIRECTV services in certain rural areas of Texas and
Michigan and related assets (the "DIRECTV Rights"). In exchange for the DIRECTV
Rights, Harron received 852,110 shares of Class A Common Stock and approximately
$17.9 million in cash.
Item 4. Purpose of Transaction.
The shares of Common Stock with respect to which this
statement is filed were acquired for investment purposes.
Neither Harron nor any of its directors or officers has any
present plans, or contemplates any present proposals, that relate to or would
result in any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D, except that in connection with the acquisition of the
DIRECTV Rights, the Parent agreed to nominate a designee of Harron as a member
of the Issuer's board of directors until October 8, 1998. The initial nominee is
James J. McEntee, III, who was appointed to the Issuer's board of directors
effective October 8, 1996.
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Page 6 of 11 Pages
Item 5. Interest in Securities of the Issuer.
(a)(i) As of the date hereof, Harron is the beneficial owner of 852,110
shares of Class A Common Stock. There are currently 4,471,437 shares of Class A
Common Stock outstanding. Harron's Class A Common Stock holdings represent
approximately 19.1% of the Class A Common Stock.
There are currently 9,053,337 total shares of Common Stock
outstanding.1 Harron's Class A Common Stock holdings represent approximately
9.4% of the total shares of Common Stock outstanding.
(a)(ii) None of the directors and executive officers of Harron holds
any shares of Pegasus Class A Common Stock individually.
(b) Harron has sole power to vote or to direct the vote, and sole power
to dispose or to direct the disposition, of the shares of Class A Common Stock
beneficially owned by it.
(c) On October 8, 1996, Harron became the beneficial owner of 852,110
shares of Common Stock pursuant to the terms of the Contribution and Exchange
Agreement by and between Harron and the Parent (see Item 3).
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
The Issuer and Harron are parties to a Stockholders'
Agreement, dated as of October 8, 1996. The Stockholders' Agreement provides
Harron certain piggyback registration rights with respect to its shares of Class
A Common Stock until such shares (i) have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), or (ii) may be sold to the
public pursuant to Rule 144 under the Securities Act. In addition, the
Stockholders' Agreement provides the Issuer with a right of first offer until
October 8, 1998 to purchase any shares that Harron or its affiliates intend to
sell in a private transaction exempt from registration under the Securities Act
and applicable state securities laws.
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1 Consisting of 4,471,437 shares of Class A Common Stock and 4,581,900 shares of
Class B Common Stock.
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Page 7 of 11 Pages
The shares of the Issuer's Class A Common Stock held by Harron
are subject to a Pledge and Security Agreement between Harron and its lending
group.
Item 7. Material to be Filed as Exhibits.
1. Contribution and Exchange Agreement by and between the Parent and Harron
dated as of May 30, 1996, which is incorporated herein by reference to
Exhibit 2.2 to the Issuer's registration statement on Form S-1 (File No.
333-05057), originally filed June 3, 1996, as amended.
2. Amendment No. 1 to Contribution and Exchange Agreement dated as of August
19, 1996.
3. Amendment No. 2 to Contribution and Exchange Agreement dated as of
September 3, 1996, which is incorporated herein by reference to Exhibit 2.5
to the Issuer's registration statement on Form S-1 (File No. 333-05057),
originally filed June 3, 1996, as amended.
4. Amendment No. 3 to Contribution and Exchange Agreement dated October 8,
1996.
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Page 8 of 11 Pages
SIGNATURES
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.
HARRON COMMUNICATIONS CORP.
By: /s/ John F. Quigley, III
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John F. Quigley, III
Vice President and Chief
Financial Officer
Dated: October 16, 1996
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Exhibit 2
Page 9 of 11 Pages
AMENDMENT NO. 1 TO
CONTRIBUTION AND EXCHANGE AGREEMENT
This AMENDMENT NO. 1 ("Amendment") made and entered into as of
the 19th day of August, 1996, by and between PEGASUS COMMUNICATIONS HOLDINGS,
INC. ("Pegasus"), a Delaware corporation, and HARRON COMMUNICATIONS CORP.
("Harron"), a New York corporation. Pegasus and Harron are collectively referred
to herein as the Parties.
RECITALS:
WHEREAS, the Parties have entered into that certain
Contribution and Exchange Agreement dated as of May 30, 1996 ("Agreement"); and
WHEREAS, the Parties wish to amend the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the premises and the
mutual promises made herein and in the Agreement, and in consideration of the
representations, warranties and covenants contained herein and in the Agreement,
and intending to be legally bound hereby, the Parties agree that the term
"Termination Date" defined in Section 1.1 of the Agreement shall be amended in
its entirety to read as follows:
"Termination Date" means November
15, 1996, or a mutually agreeable
earlier date.
IN WITNESS WHEREOF, the Parties hereto have duly executed this
Agreement as of the day and year first above written.
PEGASUS COMMUNICATIONS HOLDINGS,
INC.
By:/s/ Ted S. Lodge
----------------------------
Ted S. Lodge
Senior Vice President
HARRON COMMUNICATIONS CORP.
By:/s/ John F. Quigley, III
-----------------------------
John F. Quigley, III
Vice President and Chief
Financial Officer
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Exhibit 4
Page 10 of 11 Pages
AMENDMENT NO. 3
TO CONTRIBUTION AND EXCHANGE AGREEMENT
This AMENDMENT NO. 3 ("Amendment") made and entered into as of
the 8th day of October, 1996, by and between Pegasus Communications Holdings,
Inc. ("Pegasus"), a Delaware corporation, and Harron Communications Corp.
("Harron"), a New York corporation. Pegasus and Harron are collectively referred
to herein as the "Parties."
R E C I T A L S:
WHEREAS, the Parties have entered into that certain
Contribution and Exchange Agreement dated as of May 30, 1996, as amended by
Amendment No. 1 dated as of August 19, 1996 and Amendment No. 2 dated as of
September 3, 1996 ("Agreement"); and
WHEREAS, the Parties wish to amend the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the premises and mutual
promises made herein and in the Agreement, and in consideration of the
representations, warranties and covenants contained herein and in the Agreement,
and intending to be legally bound hereby, the Parties agree as follows:
The definition of "NRTC Patronage Capital" set forth in
Section 1.1 of the Agreement shall be amended in its
entirety to read as follows:
"NRTC Patronage Capital" means any equity interest in
NRTC allocated to Harron, or if such equity interest is
not transferrable to Pegasus at Closing, the right to
receive any distributions on account of such equity
interest.
The following clause shall be added to Section 9.4 of
the Agreement:
(c) Harron shall have an ongoing obligation after
Closing to make or pay to Pegasus any distributions on
account of NRTC Patronage Capital.
The following clause shall be added to the beginning
of the last sentence of Section 11.1: "Except as otherwise
provided in this Agreement,".
This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have duly executed this
Amendment as of the day and year first above written.
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Page 11 of 11 Pages
PEGASUS COMMUNICATIONS HOLDINGS, INC.
By: /s/ Ted S. Lodge
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Ted S. Lodge, Senior Vice President
HARRON COMMUNICATIONS CORP.
By: /s/ John F. Quigley, III
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John F. Quigley, III, Chief Financial
Officer
