sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
--------------------------------------------------------------------------------
$352,000 $70.40
================================================================================
(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.
[ ] 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: Filing Party:
Form or Registration No.: Date Filed:
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 of quarter during this period was as follows:
Period Average Price of Stock Purchases
1/1/05 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 __, 2005 (set forth
as Exhibit B to the Proxy Statement).
(d) Proxy from MJG-IV Limited Partnership to Mario 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) Proxy from MJG-IV Limited Partnership to Mario Gabelli to vote
480,000 shares of common stock.**
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* Incorporated by reference to the Proxy Statement
** To be filed by Amendment
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