-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HgAijDavwdgrX4Rk7YR4+/PiCnQPko6WrOmJrUz7q5iTIbDCJn2o+PjdEXm06v1D HD0ykr+gsk6IxKDFJTGiig== 0000919574-04-001749.txt : 20040521 0000919574-04-001749.hdr.sgml : 20040521 20040521163700 ACCESSION NUMBER: 0000919574-04-001749 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040521 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENINSULA CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001265816 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 404B EAST MAIN STREET CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEGASUS COMMUNICATIONS CORP / CENTRAL INDEX KEY: 0001135338 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 233070336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61381 FILM NUMBER: 04824536 BUSINESS ADDRESS: STREET 1: 225 CITY LINE AVE STREET 2: STE 200 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 8884387488 MAIL ADDRESS: STREET 1: 225 CITY LINE AVE STREET 2: STE 200 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: PEGASUS HOLDINGS CORP I DATE OF NAME CHANGE: 20010221 SC 13D/A 1 d487648_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 23) Pegasus Communications Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $0.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 705904605 - -------------------------------------------------------------------------------- (CUSIP Number) R. Ted Weschler c/o Peninsula Capital Advisors, LLC 404B East Main Street, Charlottesville, VA 22902 (434) 297-0811 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 19, 2004 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. 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 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). CUSIP No. 705904605 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peninsula Capital Advisors, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF, PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 74,750 8. SHARED VOTING POWER 2,862,900 9. SOLE DISPOSITIVE POWER 82,750 10. SHARED DISPOSITIVE POWER 2,862,900 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,945,650 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.99% 14. TYPE OF REPORTING PERSON OO CUSIP No. 705904605 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peninsula Investment Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,862,900 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,862,900 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,862,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.30% 14. TYPE OF REPORTING PERSON PN CUSIP No. 705904605 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is Pegasus Communications Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's offices is c/o Pegasus Communications Management Company, 225 City Line Avenue, Suite 200, Bala Cynwyd, PA 19004. This Schedule 13D relates to the Issuer's Class A Common Stock, $0.01 par value (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c, f) This amendment to the Schedule 13D filed January 16, 2004 is being filed by Peninsula Capital Advisors, LLC, a Delaware limited liability company, whose principal business address is located at 404B East Main Street, Charlottesville, VA 22902 ("PCA"). PCA is the investment manager of Peninsula Investment Partners, L.P., a Delaware limited partnership ("PIP" and, together with PCA, the "Reporting Persons"). PCA also serves as investment advisor to a number of separate managed accounts and trusts. Mr. R. Ted Weschler is the sole managing member of PCA and is responsible for making investment decisions with respect to PCA, PIP and the managed accounts and trusts to which PCA serves as investment manager. (d) None of Mr. Weschler, PCA nor PIP has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of Mr. Weschler, PCA nor PIP has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. PCA - --- As of the date hereof, PCA may be deemed to beneficially own 2,945,650 Shares. The Shares are held by PIP and the accounts and trusts for which PCA serves as investment manager (together with PIP, the "Clients"). The funds for the purchase of the Shares by the Clients came from the Clients' respective funds totaling approximately $83 million. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business, including the use of a margin account in the name of PIP. PIP - --- As of the date hereof, PIP may be deemed to beneficially own 2,862,900 Shares. The Shares are held by PIP in its own accounts. The funds for the purchase of the Shares by PIP came from PIP's respective funds totaling approximately $81 million. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business, including the use of a margin account in the name of PIP. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. (a-j) The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes on behalf of the Clients. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. In an effort to protect their investment and the investments made on behalf of the Clients, as well as to maximize shareholder value, the Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares, depending on business and market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors. The Reporting Persons may also engage in and may plan for their engagement in: (1) the acquisition of additional Shares of the Issuer, or the disposition of Shares of the Issuer; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (3) a sale or transfer of a material amount of assets of the Issuer; (4) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (5) any material change in the present capitalization or dividend policy of the Issuer; (6) any other material change in the Issuer's business or corporate structure; (7) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (8) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (9) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and/or (10) any action similar to those enumerated above. Any future decision of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. PCA - --- As of the date hereof, PCA may be deemed to be the beneficial owner of 2,945,650 Shares, constituting 59.99% of the Shares of the Issuer, based upon the 4,910,471 Shares outstanding as of May 5, 2004, according to the Issuer's most recent Form 10-Q. PCA has the sole power to vote or direct the vote of 74,750 Shares to which this filing relates. PCA has the shared power to vote or direct the vote of 2,862,900 Shares to which this filing relates. PCA has the sole power to dispose or direct the disposition of 82,750 Shares to which this filing relates. PCA has the shared power to dispose or direct the disposition of 2,862,900 Shares to which this filing relates. PCA specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by PCA on behalf of the Clients are set forth in Exhibit B and were all effected in broker transactions. PIP - --- As of the date hereof, PIP may be deemed to be the beneficial owner of 2,862,900 Shares, constituting 58.30% of the Shares of the Issuer, based upon the 4,910,471 Shares outstanding as of May 5, 2004, according to the Issuer's most recent Form 10-Q. PIP has the sole power to vote or direct the vote of 0 Shares to which this filing relates. PIP has the shared power to vote or direct the vote of 2,862,900 Shares to which this filing relates. PIP has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. PIP has the shared power to dispose or direct the disposition of 2,862,900 Shares to which this filing relates. PIP specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by PIP are set forth in Exhibit B and were all effected in broker transactions. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Neither PCA nor PIP has any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. None. - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. May 21, 2004 ---------------------------------------- (Date) PENINSULA CAPITAL ADVISORS, LLC By: /s/ R. Ted Weschler --------------------- R. Ted Weschler Managing Member PENINSULA INVESTMENT PARTNERS, L.P. By: Peninsula Capital Appreciation, LLC General Partner By: /s/ R. Ted Weschler --------------------- R. Ted Weschler Managing Member Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this amendment to Schedule 13D, dated May 21, 2004 relating to the Class A Common Stock par value $0.01 of Pegasus Communications Corporation shall be filed on behalf of the undersigned. PENINSULA CAPITAL ADVISORS, LLC By: /s/ R. Ted Weschler --------------------- R. Ted Weschler Managing Member PENINSULA INVESTMENT PARTNERS, L.P. By: Peninsula Capital Appreciation, LLC General Partner By: /s/ R. Ted Weschler --------------------- R. Ted Weschler Managing Member May 21, 2004 - -------------------- Date Exhibit B Transactions in the Shares Date of Number of Shares Price Per Transaction Purchase/(SOLD) Share - ----------- --------------- ----- 04/28/2004 151,000 $17.92 04/29/2004 65,000 $19.50 04/30/2004 65,200 $20.18 05/03/2004 18,700 $19.78 05/04/2004 40,000 $18.82 05/17/2004 49,500 $13.99 05/18/2004 73,300 $13.06 05/19/2004 103,900 $12.47 03038.0001 #487648 -----END PRIVACY-ENHANCED MESSAGE-----