-----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, DIh5JSYsN51tVRcylE+N1LJKGhGOW2WtH1Oe0812LyPJFLSPuaXE3g4RHKuNHev1 8YwshszopPiOvCuBWo8QSg== 0000921895-07-000618.txt : 20070322 0000921895-07-000618.hdr.sgml : 20070322 20070322152318 ACCESSION NUMBER: 0000921895-07-000618 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070321 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070322 DATE AS OF CHANGE: 20070322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LGL GROUP INC CENTRAL INDEX KEY: 0000061004 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 381799862 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00106 FILM NUMBER: 07711813 BUSINESS ADDRESS: STREET 1: 140 GREENWICH AVENUE, 4TH FL. CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036221150 MAIL ADDRESS: STREET 1: 140 GREENWICH AVENUE, 4TH FL. CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: LYNCH CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k03725_03212007.htm sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of report (Date of earliest event reported): March 21, 2006
                                                          --------------


                               THE LGL GROUP, INC.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as specified in Charter)

          Indiana                     1-106                   38-1799862
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission               (IRS Employer
      of incorporation)            File Number)            Identification No.)

    140 Greenwich Avenue, 4th Floor, Greenwich, CT               06830
- --------------------------------------------------------------------------------
       (Address of Principal Executive Offices)               (Zip Code)

       Registrant's telephone number, including area code: (203) 622-1150
                                                           --------------


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

 |_|  Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

 |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

 |_|  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

 |_|  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))




ITEM 8.01.  OTHER EVENTS.

      On March 21, 2007, The LGL Group,  Inc. (the "Company")  announced that it
has been  approached by an  investment  group  interested  in  purchasing  Lynch
Systems,  Inc. The Company also announced that it had retained  Caymus  Partners
LLC,  a  middle-market  investment  bank,  to  investigate  the  offer and other
value-enhancing opportunities. The text of a press release issued by the Company
is furnished as EXHIBIT 99.1 and is incorporated herein by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits

      Exhibit No.    Exhibits
      -----------    --------

      99.1           Press release of The LGL Group, Inc. dated March 21, 2007.


                                    SIGNATURE

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this Current  Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.


March 22, 2007

                                    THE LGL GROUP, INC.


                                    By: /s/ Jeremiah Healy
                                        --------------------------------------
                                        Name: Jeremiah Healy
                                        Title: Chief Executive Officer


EX-99.1 2 ex991to8k03725_03212007.htm sec document

                                                                    Exhibit 99.1


LGL HIRES CAYMUS PARTNERS TO REVIEW VALUE ENHANCING INITIATIVES

Greenwich, CT, March 21, 2007 -- The LGL Group, Inc. (ASE:LGL), a multi-industry
engineering  company that  manufactures  a broad range of capital  equipment and
custom-designed  electronic  components,  announced it has been approached by an
investment  group  interested  in purchasing  Lynch  Systems,  Inc.,  one of its
subsidiary  companies,  which produces  advanced  manufacturing  systems for the
tableware industry.

"We have been in the glass  industry  since 1914,  and it is now  evolving  more
rapidly to meet global demands,  especially in high growth  economies.  It makes
sense that as part of this evolution,  the fragmented  glass industry will begin
to consolidate. We must now have a process in place to determine the best option
for building  long-term  shareholder  value." said Jeremiah  Healy,  LGL Group's
President.

The firm has retained Caymus Partners LLC, a middle-market  investment  bank, to
investigate the offer and other value-enhancing opportunities.  "While the offer
to purchase Lynch Systems is interesting, the board has asked Caymus Partners to
represent  the company to assess LGL Group's  overall  value-creating  efforts,"
said LGL Chairman Marc Gabelli.

 "We feel the  company  has  been  undervalued  by the  market  for some  time,"
according to Mr. Healy. "We will strive to correct that image as we continue the
process of improving our financial position and cash flow  competitiveness,"  he
said. "This board initiative in hiring Caymus Partners  continues the process of
growing the business from a position of strength started over two years ago with
the selection of new management,  the acquisition of PTI, and  restructuring the
company's  financial  position.  It helps  underscore the board's  commitment to
value creation."

Lynch  Systems is one of the  world's  leading  manufacturers  of glass  forming
machinery.  The company  produces  and  installs  equipment  that cuts and forms
tableware such as glass tumblers, plates, cups, saucers and pitchers; as well as
glass  block,  industrial  lighting,  commercial  optical  glass and  automobile
lenses.

"We have been  concentrating  efforts on developing and marketing  products that
appeal to customers in all segments of the consumer glass sector,  both here and
abroad. China, for example, is a target market with exceptional potential and we
feel we have an inside track to that region," said Mr. Healy.

This  approach  to acquire  the  original  LGL Group  business  puts in motion a
process  to  surface  values.  "We  are a  publicly  traded  micro-cap  original
equipment  manufacturer with a long history of competing globally. We must be in
a position to grow with our partners in the capital markets, and our stock price
is essential in that context," said Mr. Healy.

In addition to the glass industry,  LGL Group's MtronPTI  division  manufactures
and markets custom-designed  electronic components used to control the frequency
of  signals  in  electronic  circuits.  The  products  are used  extensively  in
infrastructure  equipment  for  the  telecommunications  and  network  equipment
industries.  They are also used in electronic systems for military applications,
avionics,  medical  devices and global  positioning  systems.  "This business is
highly   specialized  yet  very  fragmented,   with   opportunities  for  margin




improvements  through  scale  synergies.  We  believe  we  can be  effective  in
consolidating  the market,  and have asked  Caymus  Partners to assist with this
program as well," said Mr. Healy. We will continue to  aggressively  explore any
and all options that  contribute to our goal of increasing  shareholder  value,"
said LGL  Chairman  Marc  Gabelli.  "This will  include  the growth of  existing
businesses,   selective  divestitures  and  acquisitions,   and  furthering  the
company's  ongoing  restructuring,"  Mr.  Gabelli  said.  "It will also  involve
securing the best management teams in our industry sectors and working with them
to implement these objectives."


CONTACT: Victor Emmanuel, VJE Consultants: 914-305-5198


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