SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)
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
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(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)
December 4, 2003
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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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NAMES OF REPORTING PERSONS
1 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 : 655,789 (ITEM 5)
:
BENEFICIALLY : 8 SHARED VOTING POWER
:
OWNED : NONE
:
BY EACH : 9 SOLE DISPOSITIVE POWER
:
REPORTING : 655,789 (ITEM 5)
:
PERSON : 10 SHARED DISPOSITIVE POWER
:
WITH : NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,789 (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)
23.57%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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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. 5 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") 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 the Chairman, Chief Executive
Officer and Chief Investment Officer of Gabelli Asset Management Inc. ("GBL"), a
public securities and investment management company. Mr. Gabelli is also 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.
GGCP is a New York corporation, having its principal executive offices at
One Corporate Center, Rye, New York 10580.
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 655,789 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 655,789 23.57%
GGCP ...... 21,500 0.77%
Mr. Gabelli is deemed to have beneficial ownership of the Securities owned
beneficially by GGCP.
(b) Each of the Reporting Persons has the sole power to vote or direct the
vote and sole power to dispose or to direct the disposition of the Securities
reported for it. Pursuant to a stock option agreement dated December 4, 2003
between M4E, L.L.C., and Mario J. Gabelli, M4E, L.L.C. acquired a 45-day option
to purchase 480,000 Securities from Mario J. Gabelli.
(c) On December 4, 2003, Mr. Gabelli and M4E, L.L.C. entered into a stock
option agreement pursuant to which M4E, L.L.C. acquired an option to purchase
480,000 of the Securities from Mr. Gabelli at an exercise price of $15.64 per
share. The aggregate option price was $240,000 ($.50 per share). In the event
the option is exercised the exercise price will be reduced by $.40 per share.
The stock option agreement is attached hereto as Exhibit A.
(d) With respect to 140,000 of the shares reported as beneficially owned by
Mr. Gabelli, a family partnership has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
Securities. Mr. Gabelli is the general partner of this family partnership and
has approximately a 5% interest therein. With respect to 100 of the shares
reported as beneficially owned by Mr. Gabelli, a custodial account for the
benefit of Mr. Gabelli's neice has the rights to receive dividends or the
proceeds from the sale of such securities.
(e) Not applicable.
Item 7. Material to be Filed as an Exhibit The following Exhibit A is attached
hereto.
Exhibit A: Stock Option 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: December 4, 2003
MARIO J. GABELLI
By:/s/ John Fikre
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John Fikre
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
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.
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 and Chief Executive Officer of The Morgan Group,
Inc.; Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
Frederic V. Salerno ............ Chairman
Lynch Interactive Corporation
One Corporate Center
Rye, New York 10580
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
James E. McKee ................. Vice President, General Counsel and Secretary