sec document

EX-99 5 ex99atos2a03725_08152005.htm sec document

EXHIBIT 99(a)

INSTRUCTIONS FOR USE OF

LYNCH CORPORATION

SUBSCRIPTION CERTIFICATES

----------------------------

CONSULT MELLON INVESTOR SERVICES LLC, YOUR BANK OR BROKER
AS TO ANY QUESTIONS YOU MAY HAVE

The following instructions relate to a rights offering by Lynch
Corporation, an Indiana corporation (the "Company"), to the holders (the
"Holders") of its common shares, par value $0.01 per share (the "Common
Shares"), as described in the Company's prospectus dated ________ ___, 2005.
Holders of record of Common Shares at the close of business __________ ___, 2005
(the "Record Date") will receive one transferable subscription right
("Subscription Right") for each Common Share held by them as of the close of
business on the Record Date. An aggregate of 1,617,526 Subscription Rights are
exercisable to purchase an aggregate of 539,176 Common Shares. Three
Subscription Rights plus payment of $_______ (the "Subscription Price") will
entitle the Holder to subscribe for one Common Share (the "Basic Subscription
Privilege"). In addition, each Subscription Right will also include an
oversubscription privilege to purchase additional Common Shares that are not
purchased by other Holders through their Basic Subscription Privileges (the
"Oversubscription Privilege"). A Holder will be entitled to exercise the
Oversubscription Privilege only if such Holder has exercised in full its Basic
Subscription Privilege. If the number of Common Shares remaining after the
exercise of all Basic Subscription Privileges is not sufficient to satisfy all
requests for Common Shares pursuant to Oversubscription Privileges, each Holder
will be allocated additional Common Shares pro rata, based on the number of
Common Shares such Holder purchased through the Basic Subscription Privilege in
proportion to the total number of Common Shares that such Holder and other
oversubscribing Holders purchased through the Basic Subscription Privilege.

If, pursuant to the exercise of Subscription Rights, the number of
Common Shares that a Holder would be entitled to receive would result in receipt
of fractional shares, the aggregate number of Common Shares that the Holder is
entitled to purchase will be rounded up to the nearest whole number. Holders
will not receive cash in lieu of fractional shares.

The Subscription Rights will expire on _________ ___, 2005, at 5:00
p.m., New York City time, unless extended for up to 15 days (the "Expiration
Date").

You should indicate your wishes with regard to the exercise of your
Subscription Rights by completing the appropriate section on the back of your
Subscription Certificate and returning the Subscription Certificate to Mellon
Bank, N.A. c/o Mellon Investor Services LLC (the "Subscription Agent") in the
envelope provided.

THE SUBSCRIPTION AGENT MUST RECEIVE YOUR COMPLETED SUBSCRIPTION CERTIFICATE ON
OR BEFORE THE EXPIRATION DATE. IN ADDITION, THE SUBSCRIPTION AGENT MUST RECEIVE
PAYMENT OF THE SUBSCRIPTION PRICE, INCLUDING FINAL CLEARANCE OF ANY CHECKS, FOR
ALL SUBSCRIPTION RIGHTS EXERCISED ON OR BEFORE THE EXPIRATION DATE. ONCE A
HOLDER OF SUBSCRIPTION RIGHTS HAS EXERCISED THE SUBSCRIPTION PRIVILEGE, SUCH
EXERCISE MAY NOT BE REVOKED.

1. SUBSCRIPTION PRIVILEGES. To exercise Subscription Rights,
properly complete and execute your Subscription Certificate and send it,
together with payment in full of the Subscription Price for each Common Share
subscribed for pursuant to the Basic Subscription Privilege and Oversubscription
Privilege, to the Subscription Agent. Delivery of the Subscription Certificate
must be made by mail, by overnight courier or by hand. FACSIMILE DELIVERY OF THE
SUBSCRIPTION CERTIFICATE WILL NOT BE ACCEPTED AND WILL NOT CONSTITUTE VALID
DELIVERY. All payments must be made in United States dollars by bank draft
(cashier's check) or certified check drawn upon a U.S. bank or money order
payable to Mellon Investor Services LLC. The Subscription Price will be deemed
to have been received by the Subscription Agent under the conditions described
in the paragraph below entitled ACCEPTANCE OF PAYMENTS.

Banks, brokers and other nominee holders of Subscription Rights who
exercise the Subscription Privilege on behalf of beneficial owners of
Subscription Rights will be required to certify to the Subscription Agent and to
the Company as to the aggregate number of Subscription Rights that have been
exercised by each beneficial owner of Subscription Rights on whose behalf such
nominee holder is acting by submitting the form entitled Nominee Holder
Certification.

If you hold certificates for our Common Shares directly and would
prefer to have your broker, custodian bank or other nominee exercise your
Subscription Rights, you should contact your nominee and request it to effect
the transaction for you. To indicate your decision with respect to your
Subscription Rights, you should complete and return to your broker, custodian
bank or other nominee the form entitled Beneficial Owner Election Form.

ACCEPTANCE OF PAYMENTS. Payments will be deemed to have been
received by the Subscription Agent only upon the receipt by the Subscription
Agent of a certified check or bank draft (cashier's check) drawn on a U.S. bank
or money order.

CONTACTING THE SUBSCRIPTION AGENT. The addresses and telephone
numbers of the Subscription Agent are as follows:

- 2 -

BY UNITED STATES MAIL DELIVERY: BY OVERNIGHT COURIER: BY HAND:
------------------------------ -------------------- -------

Mellon Bank, N.A. Mellon Bank, N.A. Mellon Bank, N.A.
c/o Mellon Investor Services LLC c/o Mellon Investor Services LLC c/o Mellon Investor Services LLC
Post Office Box 3301 85 Challenger Road - Mail Drop - Reorg 120 Broadway. 13th Floor
South Hackensack, NJ 07606 Ridgefield Park, NJ 07660 New York, NY 10271
Attn: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department

Toll Free Telephone: (866) 340-1578
Direct Line for Banks and Brokers to Call Collect: (201) 373-5156

The Subscription Agent must receive the Subscription Certificate and
payment of the estimated Subscription Price on or before the Expiration Date.
DEPOSIT IN THE MAIL WILL NOT CONSTITUTE DELIVERY TO THE SUBSCRIPTION AGENT. The
Subscription Agent has discretion to refuse to accept any improperly completed
or unexecuted rights certificate.

NO SUBSCRIPTION RIGHTS AMOUNT; EFFECT OF OVER AND UNDERPAYMENTS. If
you have not indicated the number of Subscription Rights being exercised, or if
you do not deliver the dollar amount sufficient to purchase the number of Common
Shares subscribed for, you will be deemed to have exercised the Subscription
Privilege with respect to the maximum number of whole Subscription Rights that
may be exercised for the Subscription Price payment you deliver under the Basic
Subscription Privilege. To the extent that the dollar amount you deliver exceeds
the product of the Subscription Price multiplied by the number of Subscription
Rights evidenced by the Subscription Certificate you deliver, any excess amount
will be returned to you.

2. DELIVERY OF SHARE CERTIFICATES. Share certificates for Common
Shares purchased in this offering will be issued as soon as practicable after
the Expiration Date, anticipated to be approximately seven to 10 business days.
Our Subscription Agent will deliver subscription payments to us only after
consummation of this offering and the issuance of share certificates to our
shareholders that exercised their rights. Unless you instruct otherwise in your
Subscription Certificate, Common Shares purchased through the exercise of
Subscription Rights will be registered in the name of the person exercising the
rights.

The Subscription Agent will promptly mail to each Holder of
Subscription Rights any excess funds received (without interest or deduction) in
payment of the Subscription Price for Common Shares that are subscribed for but
not allocated to such Holder pursuant to the Basic Subscription Privilege and
the Oversubscription Privilege as soon as practicable after the Expiration Date,
anticipated to be approximately seven to 10 business days.

- 3 -

3. TO HAVE A SUBSCRIPTION CERTIFICATE DIVIDED INTO SMALLER
DENOMINATIONS. To have a Subscription Certificate divided into certificates for
smaller numbers of Subscription Rights, send your Subscription Certificate,
together with complete instructions (including specification of the whole number
of Subscription Rights you wish to be evidenced by each new Subscription
Certificate) signed by you, to the Subscription Agent, allowing a sufficient
amount of time for new Subscription Certificates to be issued and returned so
that they can be used prior to the Expiration Date. Alternatively, you may ask a
bank or broker to effect such actions on your behalf. As a result of delays in
the mail, the time of the transmittal, the necessary processing time and other
factors, you may not receive such new Subscription Certificates in time to
enable you to complete an exercise by the Expiration Date. Neither the Company
nor the Subscription Agent will be liable to you for any such delays.

4. EXECUTION.

(a) EXECUTION BY REGISTERED HOLDER. The signature on the
Subscription Certificate must correspond with the name of the registered holder
exactly as it appears on the face of the Subscription Certificate without any
alteration or change whatsoever. Persons who sign the Subscription Certificate
in a representative or other fiduciary capacity must indicate their capacity
when signing and, unless waived by the Subscription Agent in its sole and
absolute discretion, must present to the Subscription Agent satisfactory
evidence of their authority to act.

(b) EXECUTION BY PERSON OTHER THAN REGISTERED HOLDER. If the
Subscription Certificate is executed by a person other than the Holder named on
the face of the Subscription Certificate, proper evidence of authority of the
person executing the Subscription Certificate must accompany the same unless the
Subscription Agent, in its discretion, dispenses with proof of authority.

(c) SIGNATURE GUARANTEES. Your signature must be guaranteed by
an Eligible Guarantor Institution if you specify special issuance or delivery
instructions.

5. METHOD OF DELIVERY. The method of delivery of Subscription
Certificates and the payment of the Subscription Price to the Subscription Agent
will be at the election and risk of the Holder of the Subscription Rights. If
sent by mail, it is recommended that they be sent by registered mail, properly
insured, with return receipt requested, and that a sufficient number of days be
allowed to ensure delivery to the Subscription Agent prior to the Expiration
Date.

6. SPECIAL PROVISIONS RELATING TO THE DELIVERY OF SUBSCRIPTION
RIGHTS THROUGH DEPOSITORY FACILITY PARTICIPANTS. In the case of holders of
Subscription Rights that are held of record through The Depository Trust Company
("DTC"), exercises of the Subscription Privilege may be effected by instructing
DTC to transfer Subscription Rights from the DTC account of such holder to the
DTC account of the Subscription Agent, together with payment of the Subscription
Price for each Common Share subscribed for pursuant to the Subscription
Privilege.

- 4 -