SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 41)
LYNCH CORPORATION
(Name of Issuer)
Common Stock, No Par Value
(Title of Class and Securities)
551137102
(CUSIP Number of Class of Securities)
Robert A. Hurwich, Lynch Corporation
401 Theodore Fremd Ave., Rye, New York 10805 (914) 921-7601
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 9, 2000
(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 Sections 240.13d-1(e), or
240.13d-1(f) or 240.13d-1(g), check the following box [ ].
_________________________________________________________________
CUSIP No. 551137102 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mario J. Gabelli I.D. No. ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
PF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: 428,805 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 428,805 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,805 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.35%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 551137102 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Foundation, Inc. I.D. No. 94-2975159
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
NV
_________________________________________________________________
: (7) SOLE VOTING POWER
: 1,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 1,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.07%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
00-PRIVATE FOUNDATION
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
This Amendment No. 41 to Schedule 13D on Lynch
Corporation (the "Issuer") is being filed on behalf of the
undersigned to amend the Schedule 13D, as amended (the "Schedule
13D") which was originally filed on June 25, 1996. Unless
otherwise indicated, all capitalized terms used herein but not
defined herein shall have the same meaning 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") and the Gabelli Foundation, Inc.
(the "Foundation"). Mr. Gabelli is the Chairman, Chief Executive
Officer and Chief Investment Officer of Gabelli Asset Management
Inc. ("GAMI"), a publicly-traded financial services firm. Mr.
Gabelli is also the Chairman, Chief Executive Officer and Chief
Investment Officer of Gabelli Group Capital Partners, Inc., a
private holding company that makes investments and owns
approximately 80% of the Common Stock of GAMI. Mr. Gabelli is
also a director or trustee for all of the registered investment
companies advised by Gabelli Funds, LLC, a wholly-owned
subsidiary of GAMI. He is also the Chairman of the Board of the
Issuer; Chairman and Chief Executive Officer of Lynch Interactive
Corporation and a director of Spinnaker Industries, Inc.
("Spinnaker"), which is a subsidiary of the Issuer. Mr.
Gabelli's business addresses is One Corporate Center, Rye, New
York, 10580. The Foundation's business address is 165 West
Liberty St., Reno, NV 89501.
(d) and (e) - Not applicable
(f) - Mr. Gabelli is a citizen of the United States.
The Foundation is a Nevada Corporation.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 to Schedule 13D is amended, in pertinent part,
as follows:
Mario Gabelli used or will use an aggregate of
approximately $3,133,263 to purchase the additional Securities
beneficially owned by him as reported in Item 5 below since the
most recent filing on Schedule 13D.
Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part,
as follows:
(a) The aggregate number and percentage of Securities
to which this Schedule 13D relates is 429,805 shares,
representing 28.42% of the 1,512,383 shares outstanding.
(b) Mario Gabelli has the sole power to vote or direct
the vote and sole power to dispose or to direct the disposition
of the Securities reported herein.
(c) Pursuant to a Subscription Agreement dated as of
March 9, 2000, Mario Gabelli ageed to purchase from the Issuer
100,000 shares of its Common Stock for $30 per share. The
purchase price and sale of the shares is subject to the approval
of the Issuer's shareholders at the 2000 Annual Meeting of
Shareholders. A copy of the Subscription Agreement relating to
the purchase and sale is attached hereto as Exhibit E.
(d) and (e)- Not applicable
Item 7. Material to be Filed as an Exhibit
The following Exhibit E is attached hereto.
Exhibit E: Subscription Agreement
<PAGE>
Signature
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: March 15, 2000
MARIO J. GABELLI
By:______________________
Robert A. Hurwich
Attorney-in-Fact
GABELLI FOUNDATION, INC.
By:___________________________
Mario J. Gabelli, President
by: Robert A. Hurwich
Attorney-in-Fact
Exhibit E.
March 9, 2000
Board of Directors
Lynch Corporation
401 Theodore Fremd Avenue
Rye, NY 10580
Re: Subscription Agreement ("Agreement") for the Purchase of 100,000 of
Lynch Corporation's Shares of Common Stock
Gentlemen:
1. Subscription. Subject to the terms and conditions hereof, I ("Subscriber")
agree to subscribe for and purchase ("Purchase") 100,000 shares of
Common Stock, no par value per share, (the "Shares") of Lynch Corporation
(the "Corporation"), and Lynch Corporation agrees to sell the Shares to
Subscriber.
2. Purchase Price. The purchase price for the Shares is $3,000,000, or
$30.00 per share. The closing price of the Common Stock of the Corporation
on the American Stock Exchange at the close of business March 9, 2000 is
$26.125.
3. Shareholder Approval. The Purchase and Sale shall be subject to the
approval of the Shareholders of the Corporation at the 2000 Annual Meeting
of Shareholders, which approval requires the affirmative vote of a majority
of the shares of Common Stock of the Corporation voting on the proposition.
If such approval is not obtained, the Subscriber shall immediately return
such shares to the Corporation in an exchange for $3,000,000, the original
purchase price.
The Subscriber agrees that as part of the 2000 Annual Meeting of
Shareholders he will not vote his shares against this transaction.
4. Closing. The closing ("Closing") for the purchase and of the Shares
shall be held no later than the fifth business day following the
authorization for listing of the Shares on the American Stock Exchange
at the offices of the Corporation, 401 Theodore Fremd Avenue, Rye, NY.
At the Closing, the following events shall occur or documents shall be
delivered as indicated:
(a) Subscriber shall deliver to the Corporation a check or wire transfer in
the amount of $3,000,000.
(b) The Corporation shall deliver to Subscriber a stock certificate(s) in
the amount of the Shares issued in Subscriber's name with an appropriate
legend referring to any restrictions on transfer of the Shares under Federal
and
State securities laws.
(c) The Corporation and Subscriber will comply with any other reasonable
conditions requested by the other or required by law.
5. Representations and Warranties. In connection with Subscriber's
purchase of the Shares, Subscriber hereby represents and warrants to the
Corporation that:
(a) Subscriber understands that the Shares are being sold in reliance upon the
"private placement" exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and
applicable state laws. Accordingly, Subscriber understands that the
offering will not be registered with or approved by any state or
federal regulatory agency.
(b) Subscriber is purchasing the Shares solely for Subscriber's own account,
for investment purposes only, and not for resale in connection with any
distribution thereof. Subscriber understands that Subscriber may not be
able to transfer the Shares unless such securities are first registered
under the Securities Act and under any applicable state securities law,
unless an exemption from the registration requirements is available.
(c) Subscriber is able to bear the economic risk of Subscriber's investment in
the Corporation, which Subscriber understands could result in a total loss
of that investment.
(d) Subscriber has adequate business and/or investment experience to fully
understand the nature of Subscriber's investment in the Corporation.
(e) Subscriber is aware of the provisions of Rule 144, promulgated under
the Securities Act, which in substance permit limited public resale of
"restricted securities" acquired directly or indirectly from the issuer
thereof (or from an affiliate of such issuer) in a nonpublic offering
subject to the satisfaction of certain conditions, including, among other
things: the availability of certain public information about the Corporation;
the resale occurring not less than one year after the party has purchase
sold; the existence of a public trading market for the Corporation's
securities; and the amount of securities being sold during any three
month period not exceeding the specified limitations stated therein.
Subscriber further acknowledges and understands that at the time Subscriber
wishes to sell the Shares there may be no public market upon which to make
such a sale, and that, even if such a public market then exists, the
Corporation may not be satisfying the current public information
requirements of Ru
6. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with New
York law.
(b) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(c) This Agreement contains the entire understanding of the parties hereto in
respect to the transaction contemplated hereby and supersedes all prior
agreements and understandings between the parties with respect to such
subject matter.
(d) This Agreement may be amended, modified or terminated only by a subsequent
writing signed by both parties or authorized representatives thereof.
Subscriber has executed this Agreement as of March 9, 2000.
s/ Mario J. Gabelli
Mario J. Gabelli
This Agreement is accepted as of March 9, 2000.
LYNCH CORPORATION
By: s/ Robert A. Hurwich
Name: Robert A. Hurwich
Title: VP-Administration,
Secretary & General
Counsel
