VOTING AGREEMENT, dated April 27, 1998, among PEGASUS COMMUNICATIONS
CORPORATION, a Delaware corporation (the "Company"); COLUMBIA CAPITAL
CORPORATION, a Virginia corporation, and COLUMBIA DBS, INC., a Virginia
corporation; WHITNEY EQUITY PARTNERS, L.P., a Delaware limited partnership;
FLEET VENTURE RESOURCES, INC., a Rhode Island corporation, FLEET EQUITY
PARTNERS VI, L.P., a Delaware limited partnership, XXXXXXXX PARTNERS III,
L.P., a Delaware limited partnership, and XXXXXXX PLAZA PARTNERS, a Rhode
Island general partnership; and PEGASUS COMMUNICATIONS HOLDINGS, INC., a
Delaware corporation, PEGASUS CAPITAL, L.P., a Pennsylvania limited
partnership, PEGASUS SCRANTON OFFER CORP, a Delaware corporation, PEGASUS
NORTHWEST OFFER CORP, a Delaware corporation, and XXXXXXXX X. XXXXX, an
individual.
The Company, Pegasus DTS Merger Sub, Inc., a Delaware corporation
("Merger Sub"), Digital Television Services, Inc., a Delaware corporation
("DTS"), and certain shareholders of the Company and of DTS are parties to an
Agreement and Plan of Merger dated January 8, 1998 (the "Merger Agreement").
Certain of the DTS Parties (this and certain other terms are defined in
Section 1) or certain of their equity holders are shareholders of DTS.
PCH, PCLP, PSOC and PNOC hold all the issued and outstanding shares
of Class B Common Stock. Pagon controls PCH, PCLP, PSOC and PNOC.
At the Closing held today under the Merger Agreement, Merger Sub is
being merged with and into DTS, DTS is thereby becoming a wholly-owned
subsidiary of the Company, and certain of the DTS Parties or certain of their
equity holders are receiving shares of Class A Common Stock as the Merger
Consideration. It is a condition precedent to the Closing that the parties
execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the completion of the
transactions contemplated by the Merger Agreement and of the mutual covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as
follows, intending to be legally bound.
SECTION 1
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have
the following terms have the following meanings:
"Audit Committee": the audit committee of the Board of
Directors referred to in Section 3.4.
"Board of Directors": the Board of Directors of the Company.
"Xxxxxxxx": Xxxxxxxx Partners III, L.P., a Delaware limited
partnership.
"Xxxxxxxx Designee": a person designated by Xxxxxxxx to
serve as a director in accordance with this Agreement.
"Class A Common Stock": the Company's Class A Common Stock,
par value $0.01 per share.
"Class B Common Stock": the Company's Class B Common Stock,
par value $0.01 per share.
"Columbia Capital": Columbia Capital Corporation, a Virginia
corporation.
"Columbia Designee": a person designated by Columbia Capital
to serve as a director in accordance with this Agreement.
"Columbia Parties": Columbia Capital and Columbia DBS, Inc.,
a Virginia corporation.
"Columbia Principals": each of Xxxxx X. Xxxxxx, Xx., Xxxxx
X. Mixer, Xxxx X. Xxxxxx, Xxxxxx X. Blow, Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxx,
III, R. Xxxxxx Xxxxxx, III, Xxxx X. Xxxxx, Xxxxxx Xxxxxxxxx and Xxxxx Xxxxxxx.
"Committee": the Audit Committee, the Compensation Committee
or the Nominating Committee.
"Compensation Committee": the compensation committee of the
Board of Directors referred to in Section 3.4.
"Covered Shares": (a) the shares of Class A Common Stock
received as the Merger Consideration by the shareholders of DTS that are
parties to this Agreement; and (b) all shares of voting securities of the
Company now or hereafter beneficially owned (within the meaning of the
Securities Exchange Act of 1934) by PCH, PCLP, PSOC, PNOC or Pagon.
"Designation Right Loss Event": With respect to any person,
any of the following, as determined by a majority of the Independent Directors
(whose determination shall be conclusive):
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(a) such person's designee as a director commits a breach of
fiduciary duty to the Company or a material violation of any federal
or state securities law in connection with the purchase or sale of
any of the Company's securities;
(b) such person (or, in the case of Columbia Capital, any
Columbia Principal who owns at the time 100,000 or more shares of
Class A Common Stock) commits a material violation of any federal or
state securities law in connection with the purchase or sale of any
of the Company's securities;
(c) such person materially breaches its or his
noncompetition or confidentiality agreement with the Company;
(d) such person shall own, control, manage or be financially
interested, directly or indirectly, in any business (other than a
less than 5% interest in a publicly held company) that competes with
the Company or any of its Subsidiaries in any geographic area in
which the Company does business; but this paragraph (d) shall not
apply (1) to any investment held on November 5, 1997, (2) to any
investment in a business that comes into competition with the Company
or any of its Subsidiaries as a result of the Company's acquisition
or establishment of a new business or its expansion into a geographic
area in which it did not previously operate if such person shall have
held such investment before the Company's management proposes to the
Board of Directors such acquisition, establishment or expansion, (3)
to any investment in an investment fund or pool that itself makes or
holds an investment in a competitive business if such person (A) is
regularly engaged in making investment of that kind and (B) does not
have the power to, and does not in fact, exercise an influence on the
decision of the fund or pool in making the investment in the
competitive business, and (4) unless prior to the exercise by a
majority of the Independent Directors of the right to terminate the
relevant person's right to designate a director, such person is given
notice of the potential applicability of this paragraph (d) and a
reasonable opportunity to cure or modify the relationship to the
satisfaction of a majority of the Independent Directors;
(e) such person shall violate Section 2; or
(f) any director designated by such person shall take or
omit to take any action in his capacity as a director or Committee
member in a manner materially inconsistent with this Agreement, and
the Person who has the right to designate such director has not
obtained such director's resignation as a director within 30 days
after being requested to do so by the Board of Directors.
"Director" or "director": a member of the Board of Directors.
"DTS": as defined in the recitals.
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"DTS Designee": a Columbia Designee, a Xxxxxxxx Designee or
a Whitney Designee.
"DTS Parties": the Columbia Parties, Whitney and the Fleet
Parties.
"Fleet Parties": Xxxxxxxx, Fleet Venture Resources, Inc., a
Rhode Island corporation, Fleet Equity Partners VI, L.P., a Delaware limited
partnership, and Xxxxxxx Plaza Partners, a Rhode Island general partnership.
"Independent Director": a natural person who (a) is not
Xxxxxxxx X. Xxxxx or a Columbia Principal or an officer, employee or principal
of the Company, PCH, PCLP, PSOC, PNOC, any of the Columbia Parties, Whitney,
any of the Fleet Parties, DTS, or any of their subsidiaries or affiliates, or
any spouse or sibling, or any ancestor or lineal descendant of any such
person, spouse or sibling ("immediate family") (b) is not a former officer or
employee of any such person, (c) does not in addition to such person's role as
a director, act on a regular basis, either individually or as a member or
representative of an organization, serving as a professional adviser, legal
counsel or consultant to any such person, if, in the reasonable discretion of
the Nominating Committee, such relationship is material to any such person,
and (d) does not represent, and is not a member of the immediate family of, a
person who would not satisfy the requirements of the preceding clauses (a),
(b) and (c) of this sentence. A person who has been or is a partner, officer
or director of an organization that has customary commercial, industrial,
banking or underwriting relationships with any of the persons named in clause
(a) of the preceding sentence that are carried on in the ordinary course of
business and on an arms-length basis and who otherwise satisfies the
requirements set forth in clauses (a), (b), (c) and (d) of the first sentence
of this definition, may qualify as a Independent Director unless, in the
reasonable discretion of the Nominating Committee, such person is not
independent or may not be independent with respect to the management of the
business and affairs of the Company. A person shall not be disqualified as an
Independent Director under clause (b), (c) or (d) above solely because of such
person's (or a member of such person's immediate family's) having served in
any capacity with a business (other than DTS) acquired by the Company, or
solely because such person is a representative or designee of any such
business (whether or not the Company shall enter into a consulting agreement
with such person in connection with such acquisition).
"Merger Agreement": as defined in the recitals.
"Merger Consideration": as defined in the Merger Agreement.
"Pagon": Xxxxxxxx X. Xxxxx, an individual.
"Pagon Designee": a person designated by Pagon (or, in the
event of his death or incapacity, by PCLP or another person appointed by Pagon
for this purpose) to serve as a director in accordance with this Agreement.
"PCH": Pegasus Communications Holdings, Inc., a Delaware
corporation.
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"PCLP": Pegasus Capital, L.P., a Pennsylvania limited
partnership.
"PNOC": Pegasus Northwest Offer Corp, a Delaware
corporation.
"PSOC": Pegasus Scranton Offer Corp, a Delaware corporation.
"Permitted Transferee": as defined in the Company's
certificate of incorporation on the date hereof.
"Person or "person": an individual, a partnership (general
or limited), corporation, limited liability company, joint venture, business
trust, cooperative, association or other form of business organization,
whether or not regarded as a legal entity under applicable law, a trust (inter
vivos or testamentary), an estate of a deceased, insane or incompetent person,
a quasi-governmental entity, a government or any agency, authority, political
subdivision or other instrumentality thereof, or any other entity.
"Subsidiary": as defined in the Merger Agreement.
"Whitney": Whitney Equity Partners, L.P., a Delaware limited
partnership.
"Whitney Designee": a person designated by Whitney to serve
as a director in accordance with this Agreement.
SECTION 2
VOTING
Section 2.1 Each party warrants to the others that it has voting
control over the number of Covered Shares set forth opposite its name on
Exhibit A. Each party shall vote all Covered Shares held by it, or over which
it has the power to direct the voting, as specified in this Agreement and
shall take any and all other action necessary or appropriate to implement the
provisions of this Agreement, including without limitation proposing and
voting on amendments to the Company's certificate of incorporation and by-laws
as may be necessary to fully implement the provisions hereof. No party shall
permit any Covered Shares held by it, or over which it has the power to direct
the voting, to be voted in any manner inconsistent with this Agreement.
"Voting" includes the execution of written consents.
5
SECTION 3
COMPOSITION OF BOARD OF DIRECTORS
AND COMMITTEES
Section 3.1 Board of Directors. Except as otherwise provided in
Section 3.3, the Board of Directors shall consist of nine members, of whom:
(a) three will be Pagon Designees;
(b) one will be a Columbia Designee until Columbia Capital
ceases to have the right to designate a director under Section 4.1;
(c) one will be a Whitney Designee until Whitney ceases to
have the right to designate a director under Section 4.1;
(d) one will be a Xxxxxxxx Designee until Xxxxxxxx ceases to
have the right to designate a director under Section 4.1; and
(e) three will be Independent Directors, who shall be the
persons identified in Section 3.5(e) (so long as they continue to
satisfy the definition of "Independent Director") or their successors
(who satisfy the definition of "Independent Director") nominated by
the Nominating Committee.
Section 2.1 shall apply to the election of directors specified in this Section
3.1.
Section 3.2 Vacancies Caused by Resignation, etc.. Any vacancy in the
Board of Directors or a Committee caused by the resignation, removal,
incapacity or death of a Pagon Designee or a DTS Designee shall be filled by a
person designated by the party that had the right to designate the resigned,
removed, incapacitated or dead director or Committee member, except as
provided in Section 3.3. Section 2.1 shall apply to the election of directors
and Committee members specified in this Section 3.2.
Section 3.3 Other Vacancies.
(a) If Columbia Capital, Whitney or Xxxxxxxx ceases to have
the right to designate a director pursuant to Section 4.1, such party shall
promptly cause the director designated by it to resign if so requested by
Pagon (or, in the event of his death or incapacity, by PCLP or another person
appointed for Pagon for this purpose), except that in case of the loss
pursuant to Section 4.1(a)(1), (b)(1) or (c)(1) of the right of Columbia
Capital, Whitney or Xxxxxxxx to designate a director, as the case may be,
which also results in the termination of this Agreement pursuant to Section
4.3, such party shall cause the director designated by it to resign not later
than the date on which this Agreement terminates. Failing such resignation,
such director may be removed in the manner provided by law. If a vacancy
occurs in the Board of Directors by reason
6
of any such required resignation or permitted removal, the Board of Directors
(as constituted after giving effect to such vacancy) shall either (1) reduce
the number of directors to eliminate the vacancy or (2) instruct the
Nominating Committee to nominate an Independent Director to fill the vacancy.
(b) The size of the Board of Directors may be increased as
provided by law. Each director elected to fill any position created by an
increase in the size of the Board of Directors shall be an Independent
Director.
(c) No party to this Agreement will take any action to fill
a vacancy created under this Section 3.3 by a person who is not an Independent
Director. Otherwise, Section 2.1 shall not apply to the election of directors
to fill vacancies created under this Section 3.3
Section 3.4 Committees. The Board of Directors shall establish an
Audit Committee, a Nominating Committee and a Compensation Committee, each of
which shall consist of three directors who shall be (1) a director designated
by Pagon, (2) a director designated by a majority of the DTS Designees then
serving as directors; and (3) one of the Independent Directors specified in
Section 3.1(e) designated by the Board of Directors in the manner provided by
law. The Audit Committee and the Compensation Committee shall have the powers
and functions of the present audit committee and compensation committee of the
Board of Directors. The Nominating Committee shall nominate all persons (other
than the Pagon Designees and the DTS Designees) to serve as directors, which
nominee shall be subject to election by the shareholders of the Company or
subject to appointment by the Board of Directors to fill vacancies. The
Company shall not establish a committee with the authority to act on all or
substantially all matters on which the Board of Directors may act (commonly
known as an "executive committee") without the consent of a majority of the
DTS Designees.
Section 3.5 Initial Designations. The parties make the following
designations pursuant to this Section 3:
(a) Two of the Pagon Designees are Pagon and Xxxxxx X.
Xxxxxxxxxx.
(b) The Columbia Designee is Xxxxx X. Xxxxxx, III.
(c) The Whitney Designee is Xxxxxxx X. Xxxxxx.
(d) The Xxxxxxxx Designee is Xxxxxxx X. Xxxxx.
(e) The Independent Directors specified in Section 3.1(e)
are Xxxxx X. XxXxxxx, III, Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxx, each
of whom is currently a director of the Company.
Immediately following the execution of this Agreement, the Board of Directors
shall take such action as shall be required to create vacancies on the Board
of Directors and to elect persons to
7
the Board of Directors as specified in this Section 3.5. The parties will make
their designations to the Committees at a later date.
Section 3.6 Subsequent Designations. Except as provided in Section
3.5, each party to this Agreement that is entitled to designate one or more
directors or Committee members shall do so by written notice to each of the
other parties to this Agreement and to the Secretary of the Company, signed by
the Person making such designation.
Section 3.7 Removal. Any director may be removed by the shareholders
of the Company in the manner provided by law, except that no DTS Designee may
be removed without the written consent of the party that designated him unless
such party shall have ceased to have the right to designate a director
pursuant to Section 4.1. Section 2.1 shall apply to this Section 3.7.
Section 3.8 Chairman, President and Chief Executive Officer. For so
long as this Agreement is in effect, Pagon will be elected by the Board of
Directors as Chairman, President and Chief Executive Officer of the Company,
except in case of incapacity.
Section 3.9 Preferred Stock. If the holders of the Company's 12-3/4%
Series A Cumulative Exchangeable Preferred Stock shall become entitled to
elect directors in accordance with the terms thereof, this Agreement shall not
apply to any additional directorships to which their rights apply.
Section 3.10 Failure or Delay in Making Designations. No failure or
delay by any party in making any designation of a director or Committee member
(including the fact that Pagon has made only two of his three designations in
Section 3.5(a)) shall constitute a waiver of such party's right to make
designations in the future.
SECTION 4
TERMINATION
Section 4.1 Termination of Designation Rights.
(a) Columbia Capital shall cease to have the right to
designate a director if at any time (1) the Columbia Parties and the Columbia
Principals collectively own less than half the Covered Shares received by the
Columbia Parties and the Columbia Principals pursuant to the Merger Agreement,
or (2) a Designation Right Loss Event occurs with respect to any Columbia
Party or any Columbia Principal.
(b) Whitney shall cease to have the right to designate a
director if at any time (1) Whitney owns less than half the Covered Shares
received by it pursuant to the Merger Agreement, or (2) a Designation Right
Loss Event occurs with respect to Whitney.
8
(c) Xxxxxxxx shall cease to have the right to designate a
director if at any time (1) the Fleet Parties collectively own less than half
the Covered Shares received by them pursuant to the Merger Agreement, or (2) a
Designation Right Loss Event occurs with respect to any Fleet Party.
(d) For purposes of this Section 4.1, a party no longer owns
Covered Shares distributed to its equity holders unless the distributee is
also a party to this Agreement or, in the case of the Columbia Parties, is a
Columbia Principal. Continuing ownership of Covered Shares shall be determined
by the specific identification method.
(e) For purposes of this Section 4.1, if the Columbia
Parties, the Columbia Principals, the Fleet Parties and Whitney, or any of
them, shall transfer any Covered Shares to a partnership or limited liability
company wholly owned by such transferors immediately following the Closing,
then for purposes of this Section 4.1 the transferor shall be deemed to own a
portion of the Covered Shares transferred to such partnership or limited
liability company, which portion shall be designated in writing by such
partnership or limited liability company to the Company at the time of the
transfer of such Covered Shares, as long as (i) such partnership or limited
liability company continues to own such Covered Shares, and (ii) such
transferors continue to own all of the equity interests in such partnership or
limited liability company.
Section 4.2 Termination of Voting Obligations.
(a) The obligations of any party under Section 2.1 shall
terminate with respect to any Covered Share upon the sale or other transfer of
such Covered Share to any person who is not a party to this Agreement and is
not required by subsection (b) to become a party to this Agreement.
(b) PCH, PCLP, PSOC or PNOC shall not sell or otherwise
transfer any Covered Shares to a Permitted Transferee unless the Permitted
Transferee agrees in writing to be bound by, and to become a party to, this
Agreement (including the requirements of this subsection) to the same extent
as its transferor, as it relates to the Covered Shares so transferred.
Section 4.3 Termination of Agreement. This Agreement shall terminate
in its entirety on the date of the meeting of the Company's shareholders at
which directors are scheduled to be elected next following the date on which
all of Columbia Capital, Whitney and Xxxxxxxx shall cease to have the right to
designate a director pursuant to Section 4.1. Neither Section 2 nor the
requirements of this Agreement relating to actions by the Nominating Committee
shall apply to the election of directors to occur at such meeting.
9
SECTION 5
MISCELLANEOUS
Section 5.1 Notices. Except as otherwise provided below, whenever it
is provided in this Agreement that any notice, demand, request, consent,
approval, declaration or other communication shall or may be given to or
served upon any of the parties hereto, or whenever any of the parties hereto,
wishes to provide to or serve upon the other party any other communication
with respect to this Agreement, each such notice, demand, request, consent,
approval, declaration or other communication shall be in writing and shall be
delivered in person or sent by telecopy, as specified in the Merger Agreement.
Section 5.2 Entire Agreement. This Agreement represents the entire
agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersedes any and all prior oral and written
agreements, arrangements and understandings among the parties hereto with
respect to such subject matter; and this Agreement can be amended,
supplemented or changed, and any provision hereof can be waived or a departure
from any provision hereof can be consented to, only by a written instrument
making specific reference to this Agreement signed by all parties to this
Agreement other than (a) the Columbia Parties if Columbia Capital shall no
longer have the right to designate a director pursuant to Section 4.1, (b)
Whitney if Whitney shall no longer have the right to designate a director
pursuant to Section 4.1, or (c) the Fleet Parties if Xxxxxxxx shall no longer
have the right to designate a director under Section 4.1.
Section 5.3 Paragraph Headings. The paragraph headings contained in
this Agreement are for general reference purposes only and shall not affect in
any manner the meaning, interpretation or construction of the terms or other
provisions of this Agreement.
Section 5.4 Applicable Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of Delaware applicable to
contracts to be made, executed, delivered and performed wholly within such
state and, in any case, without regard to the conflicts of law principles of
such state.
Section 5.5 Severability. If any provision of this Agreement shall be
held by any court of competent jurisdiction to be illegal, void or
unenforceable, such provision shall be of no force and effect, but the
illegality or unenforceability of such provision shall have no effect upon and
shall not impair the enforceability of any other provision of this Agreement.
Section 5.6 No Waiver. The failure of any party at any time or times
to require performance of any provision hereof shall not affect the right at a
later time to enforce the same. No waiver by any party of any condition, and
no breach of any provision, term, covenant, representation or warranty
contained in this Agreement, whether by conduct or otherwise, in any one or
more instances, shall be deemed to be construed as a further or continuing
waiver of any such condition or of the breach of any other provision, term,
covenant, representation or warranty of this Agreement.
10
Section 5.7 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same original instrument. Not all
parties need sign the same counterpart. Delivery by facsimile of a signature
page to this Agreement shall have the same effect as delivery of an original
executed counterpart.
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Section 5.8 Successors and Assigns. Subject to Section 4.1(d), this
Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of each of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed the date first written above.
PEGASUS COMMUNICATIONS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx,
Vice President
PEGASUS CAPITAL, L.P.
By: Pegasus Capital, Ltd., General Partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx,
Vice President
PEGASUS COMMUNICATIONS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx,
Vice President
PEGASUS SCRANTON OFFER CORP.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx,
Vice President
PEGASUS NORTHWEST OFFER CORP.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx,
Vice President
12
/s/ Xxxxxxxx X. Xxxxx
----------------------------------------
Xxxxxxxx X. Xxxxx
FLEET VENTURE RESOURCES, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
FLEET EQUITY PARTNERS VI, L.P.
By: Fleet Growth Resources II, Inc.
Its General Partner
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
XXXXXXXX PARTNERS III, L.P.
By: Silverado III L.P., its general partner
By: Silverado III Corp., its general partner
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
XXXXXXX PLAZA PARTNERS
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: General Partner
13
WHITNEY EQUITY PARTNERS, L.P.
By: X.X. Xxxxxxx Equity Partners LLC
Its General Partner
By: /s/ Xxxxxx X. X'Xxxxx
----------------------------------------
Name: Xxxxxx X. X'Xxxxx
Title: Managing Member
COLUMBIA CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
COLUMBIA DBS, INC.
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
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EXHIBIT A
Covered Shares
------------------------------------------
Shareholder Class A Common Stock Class B Common Stock
------------------------------------- -------------------- --------------------
Whitney Equity Partners, L.P. 959,473
Fleet Venture Resources, Inc. 406,186
Fleet Equity Partners VI, L.P. 174,079
Xxxxxxxx Partners III, L.P. 147,611
Xxxxxxx Plaza Partners 10,179
Columbia Capital Corporation 429,812
Columbia DBS, Inc. 18,316
Pegasus Capital, L.P. 1,217,348
Pegasus Communications Holdings, Inc. 3,123,856
Pegasus Northwest Offer Corp. 122,338
Pegasus Scranton Offer Corp. 118,358
Xxxxxxxx X. Xxxxx 12,699
15
