SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 6)
LYNCH INTERACTIVE CORPORATION
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(Name of Issuer)
Common Stock Par Value $0.0001 per share
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(Title of Class of Securities)
551146103
(CUSIP Number)
John Fikre
Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, New York 10580
(914) 921-8821
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 17, 2004
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
CUSIP No. 551146103 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2 (d) OR 2 (e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF : 7 SOLE VOTING POWER
:
SHARES : 494,285 (ITEM 5)
:----------------------------------------
BENEFICIALLY : 8 SHARED VOTING POWER
:
OWNED : NONE
:
BY EACH : 9 SOLE DISPOSITIVE POWER
:
REPORTING : 14,285 (ITEM 5)
:
PERSON : 10 SHARED DISPOSITIVE POWER
:
WITH : NONE (ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
494,285 (ITEM 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.77%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 551146103 13D
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I.R.S. IDENTIFICATION
1 NAMES OF REPORTING PERSONS
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MJG-IV Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2 (d) OR 2 (e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF : 7 SOLE VOTING POWER
:
SHARES : 140,000 (ITEM 5)
:-----------------------------------------
BENEFICIALLY : 8 SHARED VOTING POWER
:
OWNED : NONE
:-----------------------------------------
BY EACH : 9 SOLE DISPOSITIVE POWER
:
REPORTING : 620,000 (ITEM 5)
:-----------------------------------------
PERSON :10 SHARED DISPOSITIVE POWER
:
WITH : NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000 (ITEM 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.28%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 551146103 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Group Capital Partners, Inc. I.D. NO. 13-3056041
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2 (d) OR 2 (e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF : 7 SOLE VOTING POWER
:
SHARES : 21,500 (Item 5)
:-----------------------------------------
BENEFICIALLY : 8 SHARED VOTING POWER
:
OWNED : NONE
:-----------------------------------------
BY EACH : 9 SOLE DISPOSITIVE POWER
:
REPORTING : 21,500 (Item 5)
:-----------------------------------------
PERSON :10 SHARED DISPOSITIVE POWER
:
WITH : NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,500 (ITEM 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.77%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
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Item 1. Security and Issuer
The class of equity securities to which this Amendment No. 6 to Schedule
13D relates is the Common Stock, $.0001 par value per share ("Securities") of
Lynch Interactive Corporation (the "Issuer"), a Delaware corporation, with
principal offices located at 401 Theodore Fremd Avenue, Rye, New York 10580.
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
(a), (b) and (c) - This statement is being filed by Mario J. Gabelli ("Mr.
Gabelli"), MJG-IV Limited Partnership ("MJG-IV") and Gabelli Group Capital
Partners, Inc. ("GGCP"). The foregoing persons signing this Amendment to
Schedule 13D are hereafter referred to as the "Reporting Persons".
Mr. Gabelli is the Vice Chairman of the Board of Directors and Chief
Executive Officer of the Issuer. Mr. Gabelli is also the Chairman, Chief
Executive Officer and Chief Investment Officer of Gabelli Asset Management Inc.
("GBL"), a publicly traded financial services company.
MJG-IV is a New York limited partnership, having its principal executive
offices at One Corporate Center, Rye, New York 10580. Mr. Gabelli is the sole
General Partner of MJG-IV, a family partnership in which Mr. Gabelli has
approximately a 5% interest except that with respect to 480,000 shares purchased
upon exercise of the option described in Item 5, such shares have been placed in
a carve-out account of MJG-IV in which Mr. Gabelli has no interest. MJG-IV makes
investments for its own account.
GGCP is a New York corporation, having its principal executive offices at
One Corporate Center, Rye, New York 10580. Mr. Gabelli is the Chairman, Chief
Executive Officer and Chief Investment Officer of GGCP. GGCP makes investments
for its own account and is the parent company of GBL. Mr. Gabelli is the
majority shareholder of GGCP.
For information required by instruction C to Schedule 13D with respect to
the executive officers and directors of GGCP (collectively, "Covered Persons"),
reference is made to Schedule I annexed hereto and incorporated herein by
reference.
(f) - Reference is made to Schedule I hereto.
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 beneficially owned by the Reporting
Persons is 655,785 shares, representing 23.57% of the 2,782,151 shares
outstanding on October 31, 2003, as reported in the Issuer's most recent Form
10-Q for the quarter ended September 30, 2003. The Reporting Persons
beneficially own those Securities as follows:
Shares of % of Class of
Name Common Stock Common
---- ------------ ------
Mr. Gabelli ............................. 655,785 23.57%
MJG-IV .................................. 620,000 22.28%
GGCP .................................... 21,500 0.77%
The 655,785 Securities reported as beneficially owned by Mr. Gabelli in the
table above include the Securities owned beneficially by MJG-IV and GGCP, which
Mr. Gabelli may also be deemed to beneficially own. Mr. Gabelli disclaims
beneficial ownership of the Securities owned by MJG-IV or GGCP except for his
interest therein.
(b) (1) Mr. Gabelli has the sole power to vote or direct the vote of
494,285 Securities reported as beneficially owned by him and the sole power to
dispose or to direct the disposition of 14,285 Securities reported as
beneficially owned by him.
(2) MJG IV has the sole power to role or direct the vote of 140,000
Securities reported as beneficially owned by it and the sole power to dispose or
to direct the disposition of 620,000 Securities reported as beneficially owned
by it.
(3) GGCP has the sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of the Securities reported as beneficially
owned by it.
(c) On January 17, 2004, Mr. Gabelli consented to the assignment by M4E,
L.L.C. to MJG-IV of an option to purchase 480,000 of the Securities from Mr.
Gabelli at an exercise price of $15.64 per share (upon exercise of the option,
the option holder will receive a credit of 80% of the amount paid for the
option, i.e. a $.40 per share credit). Also on January 17, 2004, MJG-IV
exercised the option thereby acquiring 480,000 Securities.
(d) With respect to 100 of the shares reported as beneficially owned by Mr.
Gabelli, a custodial account for the benefit of Mr. Gabelli's niece has the
rights to receive dividends or the proceeds from the sale of such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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Pursuant to a Voting Agreement dated January 17, 2004, between Mr. Gabelli
and MJG-IV, Mr. Gabelli has the right to vote 480,000 of the Securities reported
as beneficially owned by MJG-IV for a period of three years or, if earlier,
until Mr. Gabelli's decease. A copy of the Voting Agreement is attached hereto
as Exhibit B.
Item 7. Material to be Filed as an Exhibit
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The following Exhibits are attached hereto.
Exhibit A: Joint Filing Agreement
Exhibit B: Voting Agreement
Signature
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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: January 21, 2004
MARIO J. GABELLI
By:/s/ John Fikre
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John Fikre
Attorney-in-Fact
MJG-IV LIMITED PARTNERSHIP
By:/s/ James E. McKee
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James E. McKee
Attorney-in-Fact
GABELLI GROUP CAPITAL PARTNERS, INC.
By:/s/ James E. McKee
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James E. McKee
Secretary
Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
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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
Asset Management Inc., the business address 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.
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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; Chief
Executive Officer of Lynch Interactive Corporation;
Vice Chairman of Lynch Corporation.
Lynch Interactive Corporation
One Corporate Center
Rye, New York 10580
Charles C. Baum Chairman, Director of The Morgan Group, Inc.;
Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
Arnold M. Reichman Business Consultant
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
Marc Gabelli President
James E. McKee Vice President, General Counsel and Secretary
Henry Kiernan Vice President, Chief Financial Officer