sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-3
(RULE 13E-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
LYNCH INTERACTIVE CORPORATION
(NAME OF ISSUER)
LYNCH INTERACTIVE CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
551146103
(CUSIP NUMBER OF CLASS OF SECURITIES)
-----------------------------
JOHN A. COLE
LYNCH INTERACTIVE CORPORATION
401 THEODORE FREMD AVENUE
RYE, NEW YORK 10580
(914) 921-8821
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
COPY TO:
DAVID J. ADLER, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
PARK AVENUE TOWER
65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
(212) 451-2300
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
Check the following box if the filing fee is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE
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$352,000 $70.40
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(1) Calculated solely for purposes of determining the filing fee. This
amount assumes the acquisition of approximately 11,000 shares of Common
Stock for $32.00 per share in cash in lieu of issuing fractional shares
to holders of less than one share after the proposed reverse stock
split.
[X] Check Box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously paid: $70.40 Filing Party: Lynch Interactive
Corporation
Form or Registration No.: Schedule 13E-3 Date Filed: April 18, 2005
INTRODUCTION
This Rule 13e-3 Transaction Statement is being filed concurrently
with the filing of a preliminary statement pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, which we refer to herein as the
Proxy Statement. The information contained in the Proxy Statement, including all
annexes thereto, is hereby expressly incorporated herein by reference. As of the
date of this Schedule 13E-3, the Proxy Statement is in preliminary form and is
subject to completion or amendment. Capitalized terms used but not defined in
this Schedule 13E-3 shall have the meanings given to them in the Proxy
Statement.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Proxy Statement under the caption
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. The name of the subject company is Lynch
Interactive Corporation, a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 401 Theodore
Fremd Avenue, Rye, New York 10580. The Company's telephone number is
(914) 921-8821.
(b) SECURITIES. The subject class of equity securities to which this
Schedule relates is the Company's common stock, par value $0.0001
per share (the "Common Stock"), of which 2,752,251 shares were
issued and outstanding as of March 31, 2005.
(c) TRADING MARKET AND PRICE. The information set forth in the Proxy
Statement under the caption "Market Related Information--Market for
Common Stock" is incorporated herein by reference.
(d) DIVIDENDS. The information set forth in the Proxy Statement
under the caption "Market Related Information--Dividend Policy" is
incorporated herein by reference.
(e) PRIOR PUBLIC OFFERINGS. The Company has not made an underwritten
public offering of the Common Stock for cash during the three years
preceding the date of the filing of this Schedule 13E-3.
(f) PRIOR STOCK PURCHASES. During the two years preceding the date
of the filing of this Schedule 13E-3 the Company purchased 38,400
shares in the open market in accordance with a Board authorized
stock repurchase plan. The prices paid for the shares during this
period ranged from $20.10 to $35.03. The average purchase price paid
during each quarter during this period was as follows:
Period Average Price of Stock Purchases
1/1/05 to 3/31/05 $31.53
10/1/04 to 12/31/04 $32.07
7/1/04 to 9/30/04 $32.53
4/1/04 to 6/30/04 $33.97
1/1/04 to 3/31/04 $26.11
10/1/03 to 12/31/03 $22.27
7/1/03 to 9/30/03 $25.67
4/1/03 to 6/30/03 $21.65
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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) NAME AND ADDRESS. The filing person, the Company, is also the
subject company. The Company's address and telephone number are
provided in Item 2(a) above. The executive officers and directors of
the Company are set forth below. The address of each executive
officer and director is c/o Lynch Interactive Corporation, 401
Theodore Fremd Avenue, Rye, New York 10580 and the telephone number
is (914) 921-8821.
EXECUTIVE OFFICERS
Mario J. Gabelli, Chairman and Chief Executive Officer
Robert E. Dolan, Chief Financial Officer
Evelyn C. Jerden, Senior Vice President - Operations
John A. Cole, Vice President, Corporate Development,
General Counsel and Secretary
DIRECTORS
Morris Berkowitz
Paul J. Evanson
John C. Ferrara
Mario J. Gabelli
Daniel R. Lee
Lawrence R. Moats
Salvatore Muoio
(b) BUSINESS AND BACKGROUND OF ENTITIES. Not applicable.
(c) BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information set
forth in Item 3(a) above and in the Proxy Statement under "Proposal
No. 3 - Election of Directors" is incorporated herein by reference.
All of the Company's directors and executive officers are United
States citizens. During the last five years and to the Company's
knowledge, none of the Company's directors or executive officers has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or has been a party to any
judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) as a result of which any
such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or a finding of any violation
of those laws.
ITEM 4. TERMS OF THE TRANSACTION.
(a) MATERIAL TERMS. The information set forth in the Proxy Statement
under "Summary Term Sheet," "Proposal No. 1 - Amendment to Restated
Certificate of Incorporation To Effect a Reverse Stock Split,"
"Special Factors" and "Other Matters" is incorporated herein by
reference.
(c) DIFFERENT TERMS. The information set forth in the Proxy
Statement under "Summary Term Sheet" and "Special Factors--Structure
of Proposal" is incorporated herein by reference.
(d) APPRAISAL RIGHTS. The information set forth in the Proxy
Statement under "Other Matters--Appraisal and Dissenters' Rights" is
incorporated herein by reference.
(e) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. The Company has
not made any provision in connection with the transaction to grant
unaffiliated security holders access to the Company's corporate
files or to obtain counsel or appraisal services at the Company's
expense.
(f) ELIGIBILITY FOR LISTING OR TRADING. The information set forth in
the Proxy Statement under "Summary Term Sheet" and "Special
Factors--Structure of Proposal--Effects on Lynch Interactive" is
incorporated herein by reference.
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) TRANSACTIONS. The information set forth in the Proxy Statement
under "Transactions with Certain Affiliated Persons" is incorporated
herein by reference.
(b) SIGNIFICANT CORPORATE EVENTS. Not applicable.
(c) NEGOTIATIONS OR CONTACTS. Not applicable.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The
information set forth in the Proxy Statement under "Security
Ownership of Certain Beneficial Owners and Management" is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) USE OF SECURITIES ACQUIRED. The information set forth in the
Proxy Statement under "Summary Term Sheet" and "Special
Factors--Structure of the Proposal" is incorporated herein by
reference.
(c) PLANS.
(1) None.
(2) None
(3) The information set forth in the Proxy Statement under
"Summary Term Sheet" and "Special Factors--Structure of
the Proposal" is incorporated herein by reference.
(4) None.
(5) None.
(6)-(8) The information set forth in the Proxy Statement under
"Summary Term Sheet," "Special Factors--Background of the
Proposal," "Special Factors - Purpose of Proposal,"
"Special Factors--Structure of the Proposal," "Special
Factors--Advantages of the Proposal" and "Special
Factors--Disadvantages of the Proposal" is incorporated
herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) PURPOSES. The information set forth in the Proxy Statement under
"Special Factors--Purpose of the Proposal" is incorporated herein by
reference.
(b) ALTERNATIVES. The information set forth in the Proxy Statement
under "Special Factors--Alternative Transactions Considered" is
incorporated herein by reference.
(c) REASONS. The information set forth in the Proxy Statement under
"Summary Term Sheet," "Special Factors--Purpose of the Proposal" and
"Special Factors--Advantages of the Proposal" is incorporated herein
by reference.
(d) EFFECTS. The information set forth in the Proxy Statement under
"Summary Term Sheet," "Proposal No. 1--Amended Restated Certificate
of Incorporation to Effect Reserve Stock Split," "Special
Factors--Purpose of the Proposal," "Special Factors--Structure of
the Proposal" and "Other Matters--Federal Income Tax Consequences,"
is incorporated herein by reference.
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ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) FAIRNESS and (b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The
information set forth in the Proxy Statement under "Summary Term
Sheet," "Special Factors--Opinion of Financial Advisor," and
"Special Factors--Fairness of the Reverse Stock Split" is
incorporated herein by reference.
(c) APPROVAL OF SECURITY HOLDERS, (d) UNAFFILIATED REPRESENTATIVES
and (e) APPROVAL OF DIRECTORS. The information set forth in the
Proxy Statement under "Special Factors--Fairness of the Reverse
Stock Split" is incorporated herein by reference.
(f) OTHER OFFERS. Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) REPORT, OPINION OR APPRAISAL, (b) PREPARER AND SUMMARY OF THE
REPORT, OPINION OR APPRAISAL and (c) AVAILABILITY OF DOCUMENTS. The
information set forth in the Proxy Statement under "Special
Factors--Opinion of Financial Advisor" is incorporated herein by
reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) SOURCE OF FUNDS, (b) CONDITIONS, (c) EXPENSES and (d) BORROWED
FUNDS. The information set forth in the Proxy Statement under "Other
Matters--Costs/Source of Funds and Expenses" is incorporated herein
by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information set forth in the Proxy
Statement under "Security Ownership of Certain Beneficial Owners and
Management" is incorporated herein by reference.
(b) SECURITIES TRANSACTIONS. The Company has not and to the best of
the Company's knowledge, none of its directors or executive officers
has, effected any transaction in the Common Stock during the 60 days
preceding the date of filing this Schedule 13E-3.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION and (e)
RECOMMENDATIONS OF OTHERS. The information set forth in the Proxy
Statement under "Other Matters--Special Interests of Affiliated
Persons in the Transaction" and "Other Matters--Recommendation of
Our Board of Directors" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION. The audited financial statements and
unaudited interim financial statements are incorporated by reference
in the Proxy Statement from the Company's Annual Report on Form 10-K
for the year ended December 31, 2004, as filed with the Securities
and Exchange Commission on April 1, 2005.
(b) PRO FORMA INFORMATION. Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) SOLICITATIONS OR RECOMMENDATIONS and (b) EMPLOYEES AND CORPORATE
ASSETS. The information set forth in the Proxy Statement under "Cost
of Proxy Solicitation" is incorporated herein by reference.
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ITEM 15. ADDITIONAL INFORMATION.
The information contained in the Proxy Statement, including all
appendices attached thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS.
(a) Preliminary Proxy Statement of the Company, together with the
proxy card.
(b) Not applicable
(c) Opinion of Caymus Partners LLC, dated April 17, 2005 (set forth
as Exhibit B to the Proxy Statement).
(d) Voting Agreement between MJG-IV Limited Partnership and Mario
J. Gabelli to vote 480,000 shares of common stock.
(f) Not applicable.
(g) Not applicable.
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SIGNATURE
After due 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: April 18, 2005
/s/ Robert E. Dolan
-----------------------------
Name: Robert E. Dolan
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
(a) Proxy Statement, together with the proxy card.*
(c) Opinion of Caymus Partners LLC, dated April 17, 2005 (set forth
as Exhibit B to the Proxy Statement).*
(d) Voting Agreement between MJG-IV Limited Partnership and Mario
J. Gabelli to vote 480,000 shares of common stock.
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* Incorporated by reference to the Company's Schedule 14A, filed with the
Securities and Exchange Commission on April 19, 2005.
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VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of the
17th day of January, 2004 (the "Effective Date"), by and between MJG-IV LIMITED
PARTNERSHIP, a New York limited partnership ("MJG-IV") and Mario J. Gabelli (the
"Proxy Holder"). In consideration of the agreements and mutual covenants set
forth herein, the parties agree as follows:
1. Appointment of Proxy Holder. MJG-IV hereby grants to the Proxy Holder,
simultaneously with the execution of this Agreement, its proxy, with full power
of substitution, and grants the Proxy Holder complete control over all rights to
vote or consent (including rights to be present or absent for quorum purposes)
with respect to the 480,000 shares (the "Shares") of common stock of Lynch
Interactive Corporation (the "Company") that MJG-IV is purchasing from the Proxy
Holder in accordance with the terms of that certain Stock Option Agreement dated
December 4, 2003, between Mario J. Gabelli and M4E, L.L.C., of which the rights
of M4E, L.L.C. thereunder were assigned to MJG-IV.
2. Irrevocable Proxy.
(a) The irrevocable proxy created hereby shall expire on January 16, 2007,
or upon the Proxy Holder's death, if earlier, and throughout such period the
Proxy Holder shall have the exclusive right to vote the Shares or to give
written consents in lieu of voting thereon, subject to any limitation on the
right to vote contained in the certificate of incorporation of the Company, or
other certificate filed pursuant to law, in person or by proxy, at all meetings
of the stockholders of the Company, and in all proceedings wherein the vote or
written consent of stockholders may be required or authorized by law, subject to
such instructions as are contained in this Agreement. (b) The Proxy Holder may,
in his sole and absolute discretion, terminate this Agreement on thirty (30)
days notice.
3. Dividends. Notwithstanding anything to the contrary contained herein, at
all times MJG-IV shall be entitled to receive payments of dividends, if any,
upon their Shares. If any dividend in respect of the Shares is paid, in whole or
in part, in stock of the Company having general voting powers, the Proxy Holder
shall likewise have voting power, subject to the terms of this Agreement, for
stock which is received on account of such dividend.
4. Dissolution of Company. In the event of the dissolution or total or
partial liquidation of the Company, whether voluntary or involuntary, MJG-IV
shall receive the moneys, securities, rights, or property to which the holders
of the capital stock of the Company are entitled.
5. Rights of Proxy Holder.
(a) The Proxy Holder shall have the right, subject to the provisions set
forth in this Agreement, to exercise, in person or by his nominees or proxies,
all of MJG-IV's voting rights and powers in respect of all stock hereunder, and
to take part in or consent to any corporate or stockholders' action of any kind
whatsoever. The right to vote shall include the right to vote for the election
of directors, and in favor of or against any resolution or proposed action of
any character whatsoever, which may be presented at any meeting or require the
consent of stockholders of the Company. Without limiting such general right, it
is understood that such action or proceeding may include, upon terms
satisfactory to the Proxy Holder, or to his nominees or proxies thereto
appointed by him, the mortgaging of, creating a security interest in and/or
pledging of all or any part of the property of the Company; the lease or sale of
all or any part of the property of the Company; the commencement of voluntary
bankruptcy or similar insolvency proceedings by the Company; the commencement of
any business by the Company other than as stated in its certificate of
incorporation in effect on the date hereof; the amendment of the certificate of
incorporation of the Company; the dissolution of the Company; or the
consolidation, merger, reorganization, or recapitalization of the Company.
(b) In voting the stock held by him hereunder either in person or by his
nominees or proxies, the Proxy Holder shall exercise his best judgment to select
suitable directors of the Company, and, in voting upon any matters that may come
before him at any stockholders' meeting, the Proxy Holder shall exercise like
judgment.
6. Severability. Any provision of this Agreement prohibited or
unenforceable under any applicable law of any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provisions in any other jurisdiction. Where, however,
the conflicting provisions of any such applicable law may be waived, they are
hereby waived by the parties hereto to the full extent permitted by law, to the
end that this Agreement shall be enforceable as written.
7. Successors. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective heirs, executors,
administrators, representatives, successors and assigns.
8. Modification and Amendment. This Agreement may not be modified or
amended except by a writing signed by each of the parties hereto. 9. Governing
Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York. 10. Counterparts. This
Agreement may be executed in several counterparts, each of which shall be an
original, and such counterparts shall together constitute but one and the same
instrument.
11. Pronouns. Whenever the context may require, any pronouns used herein
shall be deemed also to include the corresponding neuter, masculine or feminine
forms.
12. Headings. The headings in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement, nor shall they
affect their meaning, construction or effect.
13. Further Assurances. Each party shall cooperate and take such action as
may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
14. Entire Agreement. This Agreement represents the entire agreement among
the parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, written or oral, among the parties with respect
to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Proxy on the date
first mentioned above.
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Mario J. Gabelli, Proxy Holder
MJG-IV LIMITED PARTNERSHIP
By: ----------------------