FORM 10-K/A(3)
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 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K
Item 14(a)(1) is hereby amended by substituting for the Report of Ernst
& Young LLP incorporated by reference to Exhibit 13(a) to Form 10-K/A for the
year ended December 31,1995 to following Report of Ernst & Young LLP:
Report of Independent Auditors
Shareholders and Board of Directors
Lynch Corporation
We have audited the accompanying consolidated balance sheets of Lynch
Corporation and subsidiaries ("Lynch Corporation") as of December 31, 1995 and
1994, and the related consolidated statements of income, shareholders' equity,
and cash flows for each of the three years in the period ended December 31,
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
Central Products Company, a wholly-owned subsidiary of Spinnaker Industries,
Inc. (an 83% owned subsidiary of Lynch Manufacturing, a wholly-owned
subsidiary of Lynch Corporation), which statements reflect total assets of
$94,492,000 as of December 31, 1995 and total revenues of $30,581,000 for the
three month period ended December 31, 1995 and the financial statements of The
Morgan Group, Inc. and subsidiaries, a subsidiary in which the Company has a
64% voting interest, which statements reflect total assets of $30,796,000 and
$28,978,000 as of December 31, 1995 and 1994, respectively and total revenues
of $122,303,000 and $101,880,000 for the years then ended and the financial
statements of Coronet Communications Company and Capital Communications
Company, Inc. (corporations in which the Company has a 20% and 49% interest,
respectively). Those statements were audited by other auditors whose reports
have been furnished to us, and our opinion, insofar as it relates to data
included for Central Products Company, The Morgan Group, Inc. and
subsidiaries, Coronet Communications Company and Capital Communications
Company, Inc., is based solely on the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the reports of other
auditors provide a reasonable basis for our opinion.
Since the date of completion of our audit of the accompanying financial
statements and initial issuance of our report thereon dated February 29, 1996,
which report contained an explanatory paragraph regarding the Company's
ability to continue as a going concern, the Company, as discussed in Note 6,
has completed a debt financing arrangement to refinance the $25 million
subordinated notes on a long-term basis. Therefore, the conditions that
raised substantial doubt about whether the Company will continue as a going
concern no longer exist.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Lynch Corporation and
subsidiaries at December 31, 1995 and 1994, and the consolidated results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles.
As discussed in Note 1 to the financial statements, in 1994 the Company
changed its method of accounting for marketable securities.
As discussed in Note 9 to the financial statements, in 1993 the Company
changed its method of accounting for income taxes.
Ernst & Young LLP
Stamford, Connecticut
February 29, 1996, except for Note 6,
as to which the date is April 8, 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 29, 1996
Executive Officer
(Principal Executive Officer)
* MORRIS BERKOWITZ Director May 29, 1996
MORRIS BERKOWITZ
* E. VAL CERUTTI Director May 29, 1996
E. VAL CERUTTI
* PAUL J. EVANSON Director May 29, 1996
PAUL J. EVANSON
* SALVATORE MUOIO Director May 29, 1996
SALVATORE MUOI0
* RALPH R. PAPITTO Director May 29, 1996
RALPH R. PAPITTO
* PAUL P. WOOLARD Director May 29, 1996
PAUL P. WOOLARD
s/ROBERT E. DOLAN Chief Financial Officer
ROBERT E. DOLAN (Principal Financial
and Accounting Officer) May 29, 1996
*by s/ROBERT A. HURWICH
ROBERT A. HURWICH
Attorney-in-fact
