SC 13D/A 1 mg04.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) THE MORGAN GROUP, INC. (Name of Issuer) Class A Common Stock Par Value $0.015 per share (Title of Class of Securities) 617358106 (CUSIP Number) Robert E. Dolan Lynch Interactive Corporation 401 Theodore Fremd Ave. Rye, New York 10580-1435 (914) 921-7601 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 2001 (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), 240.13d-1(f) or 240.13d-1(g), check the following box. CUSIP No. 617358106 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lynch Interactive Corporation I.D. No 06-1458056 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 Source of funds (SEE INSTRUCTIONS) 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 2,361,100 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 2,361,100 (ITEM 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,361,000 (ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.47% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC CUSIP No. 617358106 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brighton Communications Corporation I.D. No. 38-1799862 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 Source of funds (SEE INSTRUCTIONS) 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 2,361,100 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 2,361,100 (ITEM 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,361,100 (ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.47% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 617358106 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mario J. Gabelli 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 Source of funds (SEE INSTRUCTIONS) 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 10,000 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 10,000 (ITEM 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 (ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.29% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN Item 1. Security and Issuer This Amendment No. 4 to Schedule 13D on the Class A Common Stock of The Morgan Group, Inc. (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 December 12, 1995. This Amendment No. 4 corrects (and supercedes) the information contained in Amendment No. 3 to the Schedule 13D, which was filed on July 17, 2001. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D. Item 2. Identity and Background Brighton Communications Corporation ("Brighton") is a 100% owned subsidiary of Lynch Interactive Corporation ("Interactive"). Brighton is a holding company with subsidiaries in multimedia and services businesses. Brighton is a Delaware corporation having its principal place of business at 401 Theodore Fremd Avenue, Rye, NY 10580. Interactive is a public company listed on the American Stock Exchange. It is a holding company whose principal subsidiary is Brighton. Interactive is a Delaware corporation having its principal place of business at 401 Theodore Fremd Avenue, Rye, NY 10580. Mario J. Gabelli is a director, Chairman of the Board and Chief Executive Officer and a substantial shareholder of Interactive. He is a citizen of the United States. The Reporting Persons do not admit that they constitute a Group. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, "Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration Item 3 to Schedule 13D is amended, in pertinent part, as follows: From November 17, 2000 through December 14, 2000, Brighton acquired, through open market purchases, 5,200 shares of the Issuer's Class A common stock at prices ranging from $3.75 to $4.25 per share. Brighton used an aggregate of $20,014 of working capital to purchase these shares. On July 12, 2001, Brighton acquired 1,000,000 of the Issuer's Class B common stock from the Issuer for $2,000,000. Item 5. Interest In Securities Of The Issuer Item 5 to Schedule 13D is amended, in pertinent part, as follows: (a) The aggregate number of Securities to which this Schedule 13D relates is 2,371,100 shares, representing 68.76% of the 3,448,157 shares outstanding. This latter number of shares is arrived at by adding the number of shares outstanding as reported in the Issuer's most recent Form 10-Q for the quarter ended June 30, 2001 (1,248,157) to the number of shares which would be receivable by the Reporting Persons if they were to convert all of the Issuer's Class B Common Stock held by them (2,200,000 shares) into the Class A Common Stock of the Issuer. The Reporting Persons beneficially own those Securities as follows: Name Shares of Class A Common Stock % of Class of Class A Common Shares of Class A Common Stock Converted % of Class A Common Stock Converted Brighton 161,100 6.58% 2,361,100 68.47% Interactive 161,100 6.58% 2,361,100 68.47% Mario Gabelli 10,000 0.41% 10,000 0.29% Mario Gabelli and Interactive may be deemed to have beneficial ownership of the Securities owned beneficially by Brighton. Mario Gabelli disclaims beneficial ownership of the Securities beneficially owned by Brighton or Interactive. (c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference. 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: August 28, 2001 MARIO J. GABELLI By:/s/ Robert E. Dolan Attorney-in-Fact LYNCH INTERACTIVE CORPORATION By:/s/ Robert E. Dolan Chief Financial Officer BRIGHTON COMMUNICATIONS CORPORATION By:/s/ Robert E. Dolan President Schedule I Information with Respect to Executive Officers and Directors of the Undersigned Schedule I to Schedule 13D is amended, in pertinent part, as follows: The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is Gabelli Group Capital Partners, Inc., Gabelli Asset Management Inc., Gabelli Funds, LLC, Gabelli & Company, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) of this Schedule 13D. Gabelli Group Capital Partners, Inc. Directors: Mario J. Gabelli Chief Executive Officer and Chief Investment Officer of Gabelli Group Capital Partners, Inc., Gabelli Asset Management Inc., and GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC; Chairman and Chief Executive Officer of Lynch Interactive Corporation; Vice Chairman and Director of Lynch Corporation. Richard B. Black Vice Chairman of the Board of Directors of Oak Technology, Inc.; Chairman of ECRM; Director of The Morgan Group, Inc.; General Partner of KBA Partners Parker Plaza 400 Kelby Street Fort Lee, NJ 07029 Charles C. Baum Chairman and Director of The Morgan Group, Inc.; Secretary & Treasurer United Holdings Co., Inc. 2545 Wilkens Avenue Baltimore, MD 21223 Eamon M. Kelly Professor Payson Center for International Development Technology Transfer Tulane University 300 Gibson Hall 6823 St. Charles Avenue New Orleans, LA 70118 Arnold M. Reichman Chief Executive Officer Outercurve Technologies 609 Greenwich Street New York, NY 10014 Marc J. Gabelli Managing Director Matthew R. Gabelli Vice President - Trading Gabelli & Company, Inc. One Corporate Center Rye, New York 10580 Officers: Mario J. Gabelli Chairman, Chief Executive Officer and Chief Investment Officer Robert S. Zuccaro Vice President and Chief Financial Officer James E. McKee Vice President, General Counsel and Secretary Gabelli Asset Management Inc. Directors: Raymond C. Avansino, Jr. Chairman E.L. Wiegand Foundation 165 West Liberty Street Reno, NV 89501 Mario J. Gabelli See Above Paul B. Guenther Chairman New York Philharmonic 10 Lincoln Center Plaza New York, NY 10023 John C. Ferrara President SPACE.com 120 West 45th Street New York, NY 10036 Dr. Eamon M. Kelly See Above Karl Otto Pohl (1) Sal. Oppenheim jr. & Cie. Bockenheimer Landstrasse 20 D-6000 FRANKFURT AM MAIN Germany Officers: Mario J. Gabelli Chairman, Chief Executive Officer and Chief Investment Officer Robert S. Zuccaro Vice President and Chief Financial Officer James E. McKee Vice President, General Counsel and Secretary GAMCO Investors, Inc. Directors: Douglas R. Jamieson Joseph R. Rindler, Jr. Regina M. Pitaro F. William Scholz, II William S. Selby Officers: Mario J. Gabelli Chief Executive Officer and Chief Investment Officer Joseph R. Rindler, Jr. Chairman Douglas R. Jamieson Executive Vice President and Chief Operating Officer Robert S. Zuccaro Vice President and Chief Financial Officer James E. McKee Vice President, General Counsel and Secretary Gabelli Funds, LLC Officers: Mario J. Gabelli Chief Investment Officer Bruce N. Alpert Executive Vice President and Chief Operating Officer Gus Coutsouros Vice President and Chief Financial Officer James E. McKee Secretary Gabelli Advisers, Inc. Directors: Bruce N. Alpert John D. Gabelli Joseph R. Rindler. Jr. Officers: Bruce N. Alpert Chief Operating Officer James E. McKee Secretary Gabelli Securities, Inc. Directors: Robert W. Blake President of W. R. Blake & Sons, Inc. 196-20 Northern Boulevard Flushing, NY 11358 Douglas G. DeVivo General Partner of ALCE Partners, L.P. One First Street, Suite 16 Los Altos, CA 94022 Joseph R. Rindler, Jr. See above Officers: Robert S. Zuccaro Vice President-Finance James E. McKee Secretary Gabelli & Company, Inc. Directors: James G. Webster, III Chairman & Interim President Irene Smolicz Senior Trader Gabelli & Company, Inc. Robert S. Zuccaro See above Officers: James G. Webster, III Chairman & Interim President Bruce N. Alpert Vice President - Mutual Funds Walter K. Walsh Compliance Officer James E. McKee Secretary GLI, Inc. Directors: Mario J. Gabelli See above - Gabelli Group Capital Partners, Inc. Officers: Mario J. Gabelli Chairman and Chief Investment Officer Gabelli Associates Limited Directors: Mario J. Gabelli See above - Gabelli Group Capital Partners, Inc. MeesPierson Management (Cayman) Limited Grand Pavillion, Commercial Center 802 West Bay Rd. Grand Cayman, British West Indies MeesPierson Nominees (Cayman) Limited Grand Pavillion, Commercial Center 802 West Bay Rd. Grand Cayman, British West Indies Officers: Mario J. Gabelli Chief Investment Officer Kevin Bromley (2) Vice President, Treasurer and Assistant Secretary Sandra Wright (2) Secretary and Assistant Treasurer Gabelli International Limited Directors: Mario J. Gabelli See above - Gabelli Group Capital Partners, Inc. MeesPierson Management (Cayman) Limited Grand Pavillion, Commercial Center 802 West Bay Rd. Grand Cayman, British West Indies Gabelli Fund, LDC Directors: Johann S. Wong (4) c/o Tremont (Bermuda) Limited Tremont House 4 Park Road Hamilton, HM11 Bermuda Peter D. Anderson (5) Givens Hall Bank & Trust Genesis Building P.O. Box 2097 Grand Cayman, Cayman Islands BWI 3459498141 Karl Otto Pohl See above Anthonie C. van Ekris See below Gabelli Global Partners Master Fund, Ltd. Directors: Marc J. Gabelli See above Patrick Salvisberg (6) Vice President Institutional Capital Markets Bear Stearns International Ltd. Marco Sampelligrani (7) Trader, Gabelli Securities, Inc. Antonie Van Ekris See below Gabelli European Partners Master Fund, Ltd. Directors: Marc J. Gabelli See above Patrick Salvisberg (6) See above Marco Sampelligrani (7) See above Antonie Van Ekris See below Lynch Interactive Corporation, 401 Theodore Fremd Avenue Rye, NY 10580 Directors: Paul J. Evanson President Florida Light & Power Co. P.O. Box 14000 700 Universe Blvd. Juno Beach, FL 33408 Mario J. Gabelli See above - Gabelli Group Capital Partners, Inc. Ralph R. Papitto Chairman and Chief Executive Officer of Lynch Corporation Chairman of the Board AFC Cable Systems, Inc. 50 Kennedy Plaza - Suite 1250 Providence, RI 02903 Salvatore Muoio Principal S. Muoio & Co., LLC Suite 406 509 Madison Ave. New York, NY 10022 John C. Ferrara See above David C. Mitchell Business Consultant c/o Lynch Corporation 401 Theodore Fremd Ave. Rye, NY 10580 Vincent S. Tese Lawyer, Investment Adviser and Cable Television Executive c/o Bear Stearns & Company, Inc. 245 Park Avenue, 19th Floor New York, NY 10167 Daniel R. Lee Business Consultant c/o Lynch Corporation 401 Theodore Fremd Ave. Rye, NY 10580 Officers: Mario J. Gabelli Chairman and Chief Executive Officer Robert E. Dolan Chief Financial Officer John Fikre Vice President, General Counsel and Secretary Brighton Communications Corporation 401 Theodore Fremd Avenue Rye, NY 10580 Directors: Robert E. Dolan See above - Lynch Interactive Corporation Officers: Robert E. Dolan President, Controller, Treasurer and Assistant Secretary (1) Citizen of Germany (2) Citizen of the Cayman Islands (3) Citizen of Bermuda (4) Citizen of Bermuda and Canada (5) Citizen of the UK (6) Citizen of Switzerland (7) Citizen of Italy 1 1