-----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, K03jVi8sxwWKvUzEi61Wtha+Un8+bxfoTfD+DbXuv5FL9ZTz7+2iM0RjxIb66gRn 8pQwdEOxguSgJhUlCdBjMA== 0000807249-00-000099.txt : 20000317 0000807249-00-000099.hdr.sgml : 20000317 ACCESSION NUMBER: 0000807249-00-000099 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000316 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LYNCH CORP CENTRAL INDEX KEY: 0000061004 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 381799862 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-09994 FILM NUMBER: 570914 BUSINESS ADDRESS: STREET 1: 401 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149217601 MAIL ADDRESS: STREET 1: 401 THEODORE FREMD AVENUE STREET 2: SUITE 290 CITY: RYE STATE: NY ZIP: 10580 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GABELLI FUNDS INC ET AL CENTRAL INDEX KEY: 0000807249 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133056041 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580-1434 BUSINESS PHONE: 9149215128 MAIL ADDRESS: STREET 1: GABELLI FUNDS STREET 2: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 41) LYNCH CORPORATION (Name of Issuer) Common Stock, No Par Value (Title of Class and Securities) 551137102 (CUSIP Number of Class of Securities) Robert A. Hurwich, Lynch Corporation 401 Theodore Fremd Ave., Rye, New York 10805 (914) 921-7601 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 9, 2000 (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 Sections 240.13d-1(e), or 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. _________________________________________________________________ CUSIP No. 551137102 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Mario J. Gabelli I.D. No. ###-##-#### _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* 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 USA _________________________________________________________________ : (7) SOLE VOTING POWER : 428,805 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 428,805 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 428,805 (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _____ / / _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 28.35% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IN _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 551137102 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Foundation, Inc. I.D. No. 94-2975159 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (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 NV _________________________________________________________________ : (7) SOLE VOTING POWER : 1,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 1,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _____ / / _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.07% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* 00-PRIVATE FOUNDATION _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer This Amendment No. 41 to Schedule 13D on Lynch Corporation (the "Issuer") is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the "Schedule 13D") which was originally filed on June 25, 1996. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. Item 2. Identity and Background (a), (b) and (c)- This statement is being filed by Mario J. Gabelli ("Mr. Gabelli") and the Gabelli Foundation, Inc. (the "Foundation"). Mr. Gabelli is the Chairman, Chief Executive Officer and Chief Investment Officer of Gabelli Asset Management Inc. ("GAMI"), a publicly-traded financial services firm. Mr. Gabelli is also the Chairman, Chief Executive Officer and Chief Investment Officer of Gabelli Group Capital Partners, Inc., a private holding company that makes investments and owns approximately 80% of the Common Stock of GAMI. Mr. Gabelli is also a director or trustee for all of the registered investment companies advised by Gabelli Funds, LLC, a wholly-owned subsidiary of GAMI. He is also the Chairman of the Board of the Issuer; Chairman and Chief Executive Officer of Lynch Interactive Corporation and a director of Spinnaker Industries, Inc. ("Spinnaker"), which is a subsidiary of the Issuer. Mr. Gabelli's business addresses is One Corporate Center, Rye, New York, 10580. The Foundation's business address is 165 West Liberty St., Reno, NV 89501. (d) and (e) - Not applicable (f) - Mr. Gabelli is a citizen of the United States. The Foundation is a Nevada Corporation. Item 3. Source and Amount of Funds or Other Consideration Item 3 to Schedule 13D is amended, in pertinent part, as follows: Mario Gabelli used or will use an aggregate of approximately $3,133,263 to purchase the additional Securities beneficially owned by him as reported in Item 5 below since the most recent filing on Schedule 13D. Item 5. Interest In Securities Of The Issuer Item 5 to Schedule 13D is amended, in pertinent part, as follows: (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 429,805 shares, representing 28.42% of the 1,512,383 shares outstanding. (b) Mario Gabelli has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported herein. (c) Pursuant to a Subscription Agreement dated as of March 9, 2000, Mario Gabelli ageed to purchase from the Issuer 100,000 shares of its Common Stock for $30 per share. The purchase price and sale of the shares is subject to the approval of the Issuer's shareholders at the 2000 Annual Meeting of Shareholders. A copy of the Subscription Agreement relating to the purchase and sale is attached hereto as Exhibit E. (d) and (e)- Not applicable Item 7. Material to be Filed as an Exhibit The following Exhibit E is attached hereto. Exhibit E: Subscription Agreement Signature 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. Dated: March 15, 2000 MARIO J. GABELLI By:______________________ Robert A. Hurwich Attorney-in-Fact GABELLI FOUNDATION, INC. By:___________________________ Mario J. Gabelli, President by: Robert A. Hurwich Attorney-in-Fact EX-1 2 Exhibit E. March 9, 2000 Board of Directors Lynch Corporation 401 Theodore Fremd Avenue Rye, NY 10580 Re: Subscription Agreement ("Agreement") for the Purchase of 100,000 of Lynch Corporation's Shares of Common Stock Gentlemen: 1. Subscription. Subject to the terms and conditions hereof, I ("Subscriber") agree to subscribe for and purchase ("Purchase") 100,000 shares of Common Stock, no par value per share, (the "Shares") of Lynch Corporation (the "Corporation"), and Lynch Corporation agrees to sell the Shares to Subscriber. 2. Purchase Price. The purchase price for the Shares is $3,000,000, or $30.00 per share. The closing price of the Common Stock of the Corporation on the American Stock Exchange at the close of business March 9, 2000 is $26.125. 3. Shareholder Approval. The Purchase and Sale shall be subject to the approval of the Shareholders of the Corporation at the 2000 Annual Meeting of Shareholders, which approval requires the affirmative vote of a majority of the shares of Common Stock of the Corporation voting on the proposition. If such approval is not obtained, the Subscriber shall immediately return such shares to the Corporation in an exchange for $3,000,000, the original purchase price. The Subscriber agrees that as part of the 2000 Annual Meeting of Shareholders he will not vote his shares against this transaction. 4. Closing. The closing ("Closing") for the purchase and of the Shares shall be held no later than the fifth business day following the authorization for listing of the Shares on the American Stock Exchange at the offices of the Corporation, 401 Theodore Fremd Avenue, Rye, NY. At the Closing, the following events shall occur or documents shall be delivered as indicated: (a) Subscriber shall deliver to the Corporation a check or wire transfer in the amount of $3,000,000. (b) The Corporation shall deliver to Subscriber a stock certificate(s) in the amount of the Shares issued in Subscriber's name with an appropriate legend referring to any restrictions on transfer of the Shares under Federal and State securities laws. (c) The Corporation and Subscriber will comply with any other reasonable conditions requested by the other or required by law. 5. Representations and Warranties. In connection with Subscriber's purchase of the Shares, Subscriber hereby represents and warrants to the Corporation that: (a) Subscriber understands that the Shares are being sold in reliance upon the "private placement" exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and applicable state laws. Accordingly, Subscriber understands that the offering will not be registered with or approved by any state or federal regulatory agency. (b) Subscriber is purchasing the Shares solely for Subscriber's own account, for investment purposes only, and not for resale in connection with any distribution thereof. Subscriber understands that Subscriber may not be able to transfer the Shares unless such securities are first registered under the Securities Act and under any applicable state securities law, unless an exemption from the registration requirements is available. (c) Subscriber is able to bear the economic risk of Subscriber's investment in the Corporation, which Subscriber understands could result in a total loss of that investment. (d) Subscriber has adequate business and/or investment experience to fully understand the nature of Subscriber's investment in the Corporation. (e) Subscriber is aware of the provisions of Rule 144, promulgated under the Securities Act, which in substance permit limited public resale of "restricted securities" acquired directly or indirectly from the issuer thereof (or from an affiliate of such issuer) in a nonpublic offering subject to the satisfaction of certain conditions, including, among other things: the availability of certain public information about the Corporation; the resale occurring not less than one year after the party has purchase sold; the existence of a public trading market for the Corporation's securities; and the amount of securities being sold during any three month period not exceeding the specified limitations stated therein. Subscriber further acknowledges and understands that at the time Subscriber wishes to sell the Shares there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Corporation may not be satisfying the current public information requirements of Ru 6. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with New York law. (b) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (c) This Agreement contains the entire understanding of the parties hereto in respect to the transaction contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. (d) This Agreement may be amended, modified or terminated only by a subsequent writing signed by both parties or authorized representatives thereof. Subscriber has executed this Agreement as of March 9, 2000. s/ Mario J. Gabelli Mario J. Gabelli This Agreement is accepted as of March 9, 2000. LYNCH CORPORATION By: s/ Robert A. Hurwich Name: Robert A. Hurwich Title: VP-Administration, Secretary & General Counsel -----END PRIVACY-ENHANCED MESSAGE-----