FORM 10-K/A(2)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995 Commission file number 1-106
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
LYNCH CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 38-1799862
State of other jurisdiction of (I.R.S. Employer Identification
No.)
incorporation or organization
8 Sound Shore Drive, Suite 290, Greenwich, CT O6830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 629-3333
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, No Par Value American Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934
during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing
requirements for the past 90 days. Yes X No
Indicate by mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of
the
Registrant (based upon the closing price of the Registrant's Common Stock on
the American Stock Exchange on March 15, 1996 of $66 per share) was
$68,254,000. (In determining this figure, the Registrant has assumed that all
of the Registrant's directors and officers are affiliates. This assumption
shall not be deemed conclusive for any other purpose.)
The number of outstanding shares of the Registrant's Common Stock was
1,390,464 as of March 15, 1996.
DOCUMENTS INCORPORATED BY REFERENCE:
Parts I, II, and IV: Certain portions of the Annual Report of Shareholders
for the year ended December 31, 1995, a revised copy of
which is filed as an exhibit herewith.
Part III: Certain portions of the draft Proxy Statement for the
1996 Annual Meeting of Shareholders, filed as an exhibit
herewith.
<PAGE>
ITEM 2. PROPERTIES
Item 2 is hereby amended by adding a new paragraph after the eighth
paragraph of Item 2 which reads as follows: "During 1995, Registrant's
manufacturing facilities generally operated in the aggregate at a relatively
high level of capacity utilization."
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Item 9 is hereby amended b substituting "Form 8-K/A-1" for "Form 8-K"
in Item 9.
ITEM 11. EXECUTIVE COMPENSATION
Item 11 is hereby amended by adding the following sentence at the end
of Item 11: "The Performance Graph in the Proxy Statement shows that
Registrant's Common Stock under performed the American Stock Exchange Market
Value Index and the American Stock Exchange Service Industry Index in 1991
and 1993 and outperformed said indices in 1992, 1994, and 1995."
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K
(a)(3) The following Exhibit is being filed with this Amendment as an
Exhibit to the Form 10-K Annual Report:
Exhibit 99 - Form 8-K/A-1, dated March 19, 1996
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and
Exchange Act of 1934, the Registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
LYNCH CORPORATION
By:s/ROBERT E. DOLAN
ROBERT E. DOLAN
Chief Financial Officer (Principal
Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
* MARIO J. GABELLI Chairman of the Board of
MARIO J. GABELLI Directors and Chief May 13, 1996
Executive Officer
(Principal Executive Officer)
* MORRIS BERKOWITZ Director May 13, 1996
MORRIS BERKOWITZ
* E. VAL CERUTTI Director May 13, 1996
E. VAL CERUTTI
* PAUL J. EVANSON Director May 13, 1996
PAUL J. EVANSON
* SALVATORE MUOIO Director May 13, 1996
SALVATORE MUOI0
* RALPH R. PAPITTO Director May 13, 1996
RALPH R. PAPITTO
* PAUL P. WOOLARD Director May 13, 1996
PAUL P. WOOLARD
s/ROBERT E. DOLAN Chief Financial Officer
ROBERT E. DOLAN (Principal Financial
and Accounting Officer) May 13, 1996
*by s/ROBERT A. HURWICH
ROBERT A. HURWICH
Attorney-in-fact
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
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 19, 1996
Lynch Corporation
(Exact name of registrant as specified in its charter)
INDIANA 1-106 38-1799862
(State or other jurisdiction (Commission (IRS Employer
of Corporation) file Number) Identification No.)
Eight Sound Shore Drive, Suite 290, Greenwich, CT 06830
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203/629-3333
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Independent Auditors
Item 4 in Form 8-K is amended in its entirety to read as follows:
Effective March 19, 1996, The Morgan Group, Inc. ("Morgan"), dismissed
Arthur Andersen, LLP and retained Ernst & Young, LLP, which audits
Registrant. The report of Registrant's independent accountants expressed
reliance upon the audit of Morgan (a significant subsidiary) by Arthur
Andersen. The decision to change auditors was approved by Morgan's Board
of Directors and Registrant's Audit Committee.
Arthur Andersen's report on Morgan's financial statements for neither
of the two most recent fiscal years contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope or accounting principles.
During the last two fiscal years and from February 5, 1996 to the date
of dismissal on March 19, 1996, there were no disagreements between Morgan
or Registrant and Arthur Andersen on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction or
Arthur Andersen, would have caused it to make a reference to the subject
matter of the disagreement in connection with its report.
Item 7. Financial Statements and Exhibits
Exhibit 16(b) - Letter Re: Change in Certifying Accountant
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
LYNCH CORPORATION
(Registrant)
s/ Robert E. Dolan
Robert E. Dolan
Chief Financial Officer
Date: April 4, 1996
