Pegasus Communications and Media Corporation
Ticker: PGTV 5 Radnor Corporate Center, Suite 454, 100 Matsonford Road
Exchange: NASDAQ-National Market Radnor, Pennsylvania 19087
Industry: Service (610) 341-1801

Type of Shares:Class A Common Shares Filing Date:6/3/96
U.S. Shares:3,000,000 Offer Date:10/2/96
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:3,000,000 Offer Price:$14.00
Secondary Shares:0 Gross Spread:$0.98
Offering Amount: $45,000,000 Selling:$0.55
Expenses: - Reallowance:$0.10
Shares Out After:9,084,509

ManagerTierPhone
Lehman Brothers IncorporatedLead Manager (212) 640-6129
BT Securities CorporationCo-manager (212) 250-5000
CIBC Wood Gundy Securities Corp.Co-manager
PaineWebber IncorporatedCo-manager (212) 713-2626

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$32.15$8.43$6.71Assets:$100.94
Net Income:$2.05-$3.11-$2.41Liabilities:$103.69
EPS:Equity:-$2.75

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a media and communications company which operates in broadcast, cable and satellite television. The company owns five Fox affiliated television stations. The Company is a diversified media and communications company operating in three business segments: broadcast television, direct broadcast satellite television, and cable television. The Company has grown through the acquisition and operation of media and communications properties characterized by clearly identifiable "franchises" and significant operating leverage, which enables increases in revenues to be converted into disproportionately greater increases in Location Cash Flow. After giving effect to the Transactions, the Company would have had proforma net revenues and EBITDA of 49.4 million dollars and 14.1 million dollars, respectively, for the twelve months ended March 31, 1996.

Use of Proceeds
The proceeds from the proposed offering will be used to fund the acquisitions of both a cable system in Puerto Rico and the Direct TV rights to parts of Michigan and Texas, funds will also go toward repayment of debt.

Last updated: 10/28/96

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