SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LYNCH INTERACTIVE CORPORATION
(Name of Issuer)
Common Stock Par Value $0.0001 per share
(Title of Class of Securities)
551146103
(CUSIP Number)
John Fikre
Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, New York 10580
(914) 921-8821
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 4, 2003
(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 Section 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box.
CUSIP No. 551146103
13D
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marc Gabelli
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
8,700 (ITEM 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
8,700 (ITEM 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,700 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.26%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 551146103
13D
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
M4E LLC
I.D. NO. 13-3056041
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
480,000 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
480,000 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.71%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
Item 1. Security and Issuer
The class of equity securities to which this 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.
Item 2. Identity and Background
(a), (b) and (c) - This statement is being filed by Marc Gabelli
and M4E, L.L.C. ("M4E"). The foregoing persons signing this Amendment to
Schedule 13D are hereafter referred to as the "Reporting Persons".
Marc Gabelli is a director of the Issuer and also a director of
Lynch Corporation. Marc Gabelli is a portfolio manager with Gabelli Asset
Management Inc., a publicly-traded financial services firm, and president of
Gabelli Group Capital Partners, Inc., a private company.
M4E is a family limited liability company, having its principal
executive offices at One Corporate Center, Rye, New York 10580. Marc Gabelli is
a member of M4E and has the authority to enter into agreements on behalf of
M4E. Mario J. Gabelli is the manager of M4E.
(d) and (e) - During the last five years, neither Marc Gabelli
nor M4E have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and neither has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which they were or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) - Marc Gabelli is a citizen of the United States. M4E is a New
York limited liability company.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used an aggregate of approximately $340,404
to purchase the Securities reported as beneficially owned in Item 5. Marc
Gabelli used approximately $100,404 of personal funds to purchase the
Securities reported by him. M4E used $240,000 of working capital to purchase
the option to acquire the Securities reported by it.
Item 4. Purpose of Transaction
Marc Gabelli acquired the shares reported by him for investment
purposes. The option to purchase shares reported by M4E may be viewed as being
beneficially owned by Marc Gabelli as he is a member of M4E and has the
authority to enter into agreements on its behalf.
As a director of the Issuer, Marc Gabelli is actively involved with
the management of the Issuer. Accordingly, in the normal course of his duties
as a director, Marc Gabelli may consider, analyze, or propose corporate
transactions involving the Issuer or its subsidiaries, sales or transfers of
assets of the Issuer, changes in the board of directors or management of the
Issuer, changes in the capitalization or dividend policy of the Issuer, changes
in the Issuer's business or corporate structure or similar actions involving
the Issuer.
Other than as described above, the Reporting Persons do not have
any present plans or proposals which would relate to or would result in any
transaction, change or event specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number of Securities beneficially owned by the
Reporting Persons is 488,700 shares, representing 14.97% of the 3,262,751
shares outstanding. This latter number of shares is arrived at by adding the
number of shares reported as being outstanding in the Issuer's most recent
10-Q for the quarter ended September 30, 2003 (2,782,151 shares) to the
number of shares which would be receivable if M4E were to exercise its option
to purchase shares of common stock owned by Mario J. Gabelli (480,000
shares). The Reporting Persons beneficially own those Securities as follows:
Name
Shares of
Common Stock
% of Class
of
Common
Shares
of
Common
Stock
Plus
Option
if
Exercise
d
% of
Common
Plus
Option
if
Exercise
d
Marc Gabelli
8,700
0.31%
8,700
0.27%
M4E
0
0.00%
480,000
14.71%
Marc Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by M4E.
(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, except that pursuant to the stock option
agreement described below, in the event that the option is exercised, Mario
J. Gabelli will retain the vote on the option shares for three years or until
his death, if earlier.
(c) and (d) On December 4, 2003, Mario J. Gabelli and M4E
entered into a stock option agreement pursuant to which M4E acquired an
option to purchase 480,000 shares of the Securities from Mario J. 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.
..
(e) Not applicable.
Item 7. Material to be Filed as an Exhibit
The following Exhibits A, B, and C are attached hereto.
Exhibit A:
Exhibit B:
Exhibit C:
Stock Option Agreement
Joint Filing Agreement
Powers of Attorney to Stephen M. DeTore, Karyn M. Nappi, and
James E. McKee from Marc J. Gabelli.
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: December 15, 2003
MARC J. GABELLI
M4E, L.L.C.
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
Exhibit A
STOCK OPTION AGREEMENT
Agreement made on December 4, 2003, between Mario J. Gabelli (the
"Seller") and M4E, L.L.C., a New York limited liability company (the
"Buyer").
For $.50 per share, the Seller hereby grants to Buyer a forty-five day
option (the "Option") to buy 480,000 shares of Common Stock of Lynch
Interactive Corporation that Seller owns. Buyer may assign the Option with
the consent of Seller.
The Strike Price will be $15.64 per share.
Should Buyer exercise the Option then Seller will credit 80% of the
option price, that is $.40 a share, as a reduction of the Strike Price (i.e.,
the Strike Price will become $15.24 per share).
Seller will keep the vote on the shares for three years or until
Seller's death, if earlier.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first mentioned above.
/s/ Mario J. Gabelli________________
Mario J. Gabelli
M4E, L.L.C.
/s/Marc J. Gabelli _________________
Marc J. Gabelli
Member
Exhibit B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing
with all other Reporting Entities (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a statement on Schedule
13D (including amendments thereto) with respect to the Common Stock, par
value of $0.0001 Per share, of Lynch Interactive Corporation and that this
Agreement be included as an Exhibit to such joint filing. This Agreement may
be executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement
this 12th day of December 2003.
MARC J. GABELLI
M4E, L.L.C.
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
Exhibit C:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Marc Gabelli, have made,
constituted and appointed, and by these presents do make, constitute and
appoint, Stephen M. DeTore, James E. McKee, and Douglas R. Jamieson, and any
one of them acting separately, my true and lawful attorneys for me and in my
name, place and stead individually and/or as an executive officer or director
of any entity for which I serve as such, including but not limited to Gemini
Capital Management, LLC, solely for the purpose of executing, filing or
delivering any and all statements on Schedule 13D, Schedule 13G or Forms 3, 4
or 5 under the Securities Exchange Act of 1934 and any amendments thereof and
any filing agreement relating thereto, giving and granting unto said
attorneys full power and authority to do and perform all and every such act
as fully, to all intents and purposes, as I might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and
confirming all that said attorneys or their substitutes shall lawfully do or
cause to be done by virtue hereof. By this instrument, I do also cancel and
revoke any and all prior authorizations, appointments or powers of attorney
made, granted or given by me with respect to the matters covered hereby.
This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day
of August, 2001.
/s/ Marc Gabelli___________________________________
Marc Gabelli
BE IT KNOWN, that on this 9th day of August, 2001, before me, Bonnie M.
Cohen, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally came and appeared Marc Gabelli, to me known, and known
to me to be the same person described in and who executed the Power of
Attorney, and acknowledged the within Power of Attorney to be his act and
deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office, the day and year above written.
/s/ Bonnie M. Cohen_________________________________
Notary Public
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