sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended DECEMBER 31, 2004
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-15097
-------
LYNCH INTERACTIVE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 06-1458056
-------- ----------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
401 Theodore Fremd Avenue
Rye, New York 10580
(Address of principal executive offices) (Zip code)
(914) 921-8821
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $.0001 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 Exchange
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 check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of 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. / /
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-20). Yes / / No / X /
The aggregate market value of voting stock held by non-affiliates of
the Registrant as of June 30, 2004 (based upon the closing price of the
Registrant's Common Stock on the American Stock Exchange of $34.54 per share)
was $72.0 million. (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
2,752,251 as of March 25, 2005.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
Biographical summaries and ages of the Company's Directors are set
forth below.
DIRECTOR AGE PROFESSIONAL BACKGROUND
-------- --- -----------------------
Morris 82 Mr. Berkowitz has served as a director of
Berkowitz the Company since 2004. He has acted as a
consultant and an advisor to the Company
and its predecessor, Lynch Corporation,
since 1998. He has also served as an
advisor to GGCP, Inc., a private investment
company, since 1998. Mr. Berkowitz is
currently retired.
Paul J. 63 Mr. Evanson has served as a director of the
Evanson Company since 1999. He has served as
Chairman, President and Chief Executive
Officer of Allegheny Energy, Inc. since
June 2003. Prior to that, he served as
President of Florida Power & Light Company
from 1995 to May 2003. He also served as
President and Chief Operating Officer of
Lynch Corporation prior to 1995.
John C. 53 Mr. Ferrara has served as a director of the
Ferrara Company since 1999. He has served as
President and Chief Executive Officer of
Lynch Corporation, a holding company with
diversified manufacturing operations, since
October 2004. He was a private investor
from 2002 to 2004. Prior to that, he served
as President and Chief Executive Officer of
Space Holding Corporation, a private
multimedia company dedicated to space,
science and technology, from 2001 to March
2002 and as Chief Financial Officer from
1999 to 2000. Mr. Ferrara is a Director of
Gabelli Asset Management Inc, a private
corporation that makes investments for its
own account.
Mario J. 62 Mr. Gabelli has served as a director and
Gabelli Chief Executive Officer of the Company
since 1999. He has served as the Company's
Chairman since December 2004 (and also from
September 1999 to December 2002) and as its
Vice Chairman from December 2002 to
December 2004. Mr. Gabelli has also served
as the Chairman and Chief Executive Officer
and a director of Gabelli Asset Management
Inc. and its predecessors since November
1976 (and in connection with those
responsibilities, he serves as director or
trustee and/or an officer of registered
investment companies managed by
subsidiaries of Gabelli Asset Management).
Mr. Gabelli also serves as Chairman and
Chief Executive Officer of GGCP, Inc., a
private investment company. Mr. Gabelli
serves on the Board of Advisors of
Healthpoint and Caymus Partners LLC. Mr.
Gabelli (i) is a former Governor of the
AMEX; and (ii) serves as an Overseer of
Columbia University Graduate School of
Business; Trustee of Fairfield University,
Roger Williams University, the Winston
Churchill Foundation and the E.L. Wiegand
Foundation; as a Director of the National
Italian American Foundation and the
American-Italian Cancer Foundation; and as
the Chairman of the Patron's Committee of
Immaculate Conception School.
Daniel R. 48 Mr. Lee has served as a director of the
Lee Company since 2000. He has served as
Chairman and Chief Executive Officer of
Pinnacle Entertainment, Inc., a public
company operating resorts and casinos since
2002. From 2000 to 2002, Mr. Lee was a
private investor. Prior to that, he served
as Chief Financial Officer and Senior Vice
President of HomeGrocer.com, Inc. from 1999
to 2000. From 1992 to 1999, Mr. Lee served
as the Chief Financial Officer, Treasurer
and Senior Vice President, Development of
Mirage Resort, Incorporated.
Lawrence R. 57 Mr. Moats has served as a director of the
Moats Company since January 2005. He has served
as President and Chief Executive Officer of
Arlington Electrical Construction Company
Inc. since 1970. He also serves as
President and Chief Executive Officer of
Moats Office Properties, Inc., a private
real estate company, since 1992. Mr. Moats
served for 15 years as a Trustee of Harper
College. Since 1991, Mr. Moats has also
been a Director and Chairman of the Audit
Committee of Royal American Bank, a private
banking institution.
Salvatore 45 Mr. Muoio has served as a director of the
Muoio Company since 1999. He has served as
Principal and Chief Investment Officer of
2
S. Muoio & Co. LLC, a securities advisory
firm, since 1996. From 1995 to 1996, Mr.
Muoio served as a Securities Analyst and
Vice President of Lazard Freres & Co.,
L.L.C., an investment banking firm. From
1985 to 1995, Mr. Muoio served as a
Securities Analyst at Gabelli & Company,
Inc.
Biographical summaries and ages of the Company's executive officers
can be found in Part I of this Annual Report on Form 10-K, originally filed with
the Securities and Exchange Commission April 1, 2005.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the directors, executive
officers and holders of more than 10% of the Company's Common Stock to file with
the SEC and the AMEX initial reports of ownership and reports of changes in the
ownership of the Company's Common Stock and other equity securities. Such
persons are required to furnish the Company with copies of all Section 16(a)
filings. Based solely on the Company's review of the copies of such filings the
Company has received and written representations of directors and officers, the
Company believes that during the fiscal year ended December 31, 2004, its
officers, directors, and 10% stockholders were in compliance with all Section
16(a) filing requirements applicable to them.
AUDIT COMMITTEE
The Company has an Audit Committee consisting of Messrs. Moats
(Chairman), Berkowitz and Muoio. Mr. Berkowitz meets the SEC criteria of an
"audit committee financial expert" and is independent within the Rules of the
Securities and Exchange Commission and the AMEX.
EMPLOYEE CODE OF ETHICS AND CONFLICTS OF INTEREST POLICY
Since the Company's spin-off from Lynch Corporation in 1999, it has
had a code of conduct and conflicts of interest policy. In December 2003, the
Company adopted a code of ethics that applies to all of its employees, officers
and directors, including its principal executive officer and senior financial
officers. The Company requires all of its employees to adhere to its code of
ethics in addressing legal and ethical issues encountered in conducting their
work. Interactive's code of ethics requires that its employees avoid conflicts
of interest, comply with all laws and other legal requirements, conduct business
in an honest and ethical manner and otherwise act with integrity and in the best
interest of the Company. All of Interactive's employees are required to certify
that they have reviewed and understood the Company's code of ethics.
In addition, all employees who because of their responsibilities are
thought to be in sensitive positions and who may, therefore, be placed in
conflicts of interest situations, are required to certify as to their compliance
with the Company's conflicts of interest policy. Copies of the Company's code of
ethics and conflicts of interest policy were filed with the SEC as exhibits to
the Company's December 31, 2003 annual report on Form 10-K and are posted on its
website at www.lynchinteractivecorp.com.
Item 11. EXECUTIVE COMPENSATION
The following table sets forth compensation received by the Chief
Executive Officer and each of the executive officers of the Company for the last
three fiscal years:
ANNUAL COMPENSATION
-------------------
All Other
Name and Principal Position Year Salary($) Bonus($)(1) Compensation
--------------------------- ---- --------- ----------- ------------
Mario J. Gabelli 2004 350,000 --- -
Vice Chairman and 2003 250,000 850,000 -
Chief Executive Officer 2002 350,000 195,000 -
Robert E. Dolan 2004 285,146 125,000 -
Chief Financial Officer 2003 260,000 300,000 -
2002 250,000 85,000 -
3
Evelyn C. Jerden 2004 244,467 6,928 24,269(2)
Senior Vice President-- 2003 191,659 7,228 24,469(2)
Operations 2002 148,674 6,083 23,080(2)
John A. Cole(3) 2004 17,692 10,000 -
Vice President, Corporate
Development, General Counsel
and Secretary
---------------------------
(1) Bonuses earned in any fiscal year are generally paid during the following
fiscal year.
(2) Represents Western New Mexico Telephone Company's contribution to Ms.
Jerden's account with Western New Mexico's Employee Profit Sharing Plan.
(3) Mr. Cole's employment commenced on December 1, 2004.
The Company has no outstanding stock options or stock appreciation
rights and it has not made any long-term incentive plan awards to its executive
officers.
COMPENSATION OF DIRECTORS
Directors, other than the Chairman and directors considered to be the
Company's employees, receive a monthly cash retainer of $1,500, a fee of $2,000
for each in person Board of Directors meeting attended and a fee of $1,000 for
each telephonic meeting of the Board of Directors (which lasts for at least one
hour) attended and each committee meeting the director attended.
In addition, each non-employee director (other than the Chairman)
serving as a committee chairman receives an additional $2,000 annual cash
retainer. The Company also purchases accident and dismemberment insurance
coverage of $100,000 for each member of its Board of Directors and maintain a
liability insurance policy that provides for indemnification of each director
(and officer) against certain liabilities that he may incur in his capacity as
such.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth information concerning ownership of the
Company's Common Stock, as of April 28, 2005, by each person known by the
Company to be the beneficial owner of more than five percent of the Common
Stock, each director, each executive officer as defined in Item 402(a)(3) of
Regulation S-K and by all directors and executive officers of the Company as a
group. The number of shares beneficially owned is determined under rules of the
SEC, and the information is not necessarily indicative of beneficial ownership
for any other purpose. Under such rules, beneficial ownership includes any
shares as to which a person has the sole or shared voting or investment power
and any shares that the person can acquire within 60 days, such as through
exercise of stock options or conversions of securities. Except as otherwise
indicated, the Company's stockholders listed in the table have sole voting and
investment power with respect to the Common Stock set forth in the table. The
following information is either reflected in filings with the SEC or has
otherwise been furnished to the Company by persons named in the table. Unless
otherwise indicated, the address of each entity listed in the table is c/o 401
Theodore Fremd Avenue, Rye, New York 10580.
Name of Amount and Nature Of Percent
Beneficial Owner Beneficial Ownership Of Class
---------------- -------------------- --------
Kinetics Asset Management, Inc.
470 Park Avenue South
New York, New York 10016 ............ 209,000(1) 7.6%
MJG-IV Limited Partnership........... 620,000(2) 22.5%
Mario J. Gabelli..................... 658,583(2)(3) 23.9%
Morris Berkowitz..................... 504 *
Paul J. Evanson...................... 11,304 *
John C. Ferrara...................... 2,828 *
Daniel R. Lee........................ 0 0
4
Lawrence R. Moats.................... 27,700(4) 1.0%
Salvatore Muoio...................... 16,004(5) *
Robert E. Dolan...................... 960(6) *
Evelyn C. Jerden..................... 105 *
John A. Cole......................... 0 0
All directors and named executive
officers as a group (10 persons)... 717,988 26.1%
----------------------------
* Represents holdings of less than one percent.
(1) Because of its investment and/or voting power over shares of the
Company's Common Stock held in the accounts of its investment advisory
clients, Kinetics Asset Management, Inc., an investment adviser, is
deemed to be the beneficial owner of 209,000 shares. Kinetics disclaims
beneficial ownership of all such shares.
(2) MJG-IV Limited Partnership, a limited partnership of which Mr. Gabelli is
the general partner, has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of, 620,000
shares. Mr. Gabelli has approximately a 5% interest in the partnership,
except in respect of 480,000 shares of the Company's Common Stock sold by
Mr. Gabelli to the partnership in January 2004 in which Mr. Gabelli has
no interest. Mr. Gabelli holds an irrevocable proxy to vote such 480,000
shares until January 16, 2007.
(3) Represents 620,000 shares owned by a limited partnership in which Mr.
Gabelli is the general partner (see footnote 2 above), 6,008 shares owned
directly by Mr. Gabelli, 11,075 shares owned by Mr. Gabelli through the
Company's 401(k) Savings Plan, and 21,500 shares owned by GGCP, Inc., in
which Mr. Gabelli is the majority stockholder. Mr. Gabelli disclaims
beneficial ownership of the shares owned by MJG-IV and GGCP, Inc. except
to the extent of his interest therein.
(4) Includes 600 shares owned directly by Mr. Moats, 100 shares held as
custodian for a child, 100 shares held by a family member and 26,800
shares held by a foundation of which Mr. Moats is the president. With
respect to all such shares except the 600 shares held by him directly,
Mr. Moats disclaims beneficial ownership.
(5) Consists of (i) 1,704 shares owned directly by Mr. Muoio; (ii) 14,100
shares owned by investment funds of which S. Muoio & Co. LLC is the
general partner or investment manager and (iii) 200 shares owned by S.
Muoio & Co. LLC Profit Sharing Plan. Mr. Muoio is the managing member of
S. Muoio & Co. LLC. Mr. Muoio disclaims beneficial ownership of the
shares owned by such investment funds, except for his interest therein.
(6) Includes 70 shares registered in the name of Mr. Dolan's children with
respect to which Mr. Dolan has voting and investment power and 238 shares
owned by Mr. Dolan through the Company's 401(k) Savings Plan.
5
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mario Gabelli is affiliated with various entities that he directly or
indirectly controls and that are engaged in various aspects of the securities
business, such as an investment adviser to various institutional and individual
clients, including registered investment companies and pension plans, as a
broker dealer, and as managing general partner of various private investment
partnerships. During 2004, the Company and its subsidiaries engaged in various
transactions and arrangements with certain of these entities. The amount of
commissions, fees, and other remuneration paid to such entities, excluding
reimbursement of certain expenses related to Mr. Gabelli's employment with the
Company (including approximately $40,000 reimbursement in connection with an
airplane in part owned by a subsidiary of GGCP, Inc.), was approximately
$63,000, primarily for administrative and staff support functions.
In 1998, Lynch Corporation, Interactive's predecessor, entered into a
lease for approximately 5,000 square feet in a building in Rye, New York, owned
by an affiliate of Mr. Gabelli. Following the spin-off, Interactive became the
lessee under such lease and in May 2001 the parties agreed to reduce the leased
space to approximately 3,300 square feet. The lease was renewed in December 2002
and provides for rent at approximately $28 per square foot per annum plus a
minimum of $3 per square foot per annum for utilities, subject to adjustment for
increases in taxes and other operating expenses. The total amount paid for rent
and utilities in 2004 under this lease was $112,000. An unaffiliated entity also
leasing space in the same building pays rent on substantially the same basis.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
The aggregate fees billed or to be billed by Deloitte & Touche for
professional services rendered for the audit of the Company's 2003 and 2004
financial statements are $1.2 million and $1.1 million, respectively. The
aggregate fees billed by Deloitte & Touche for professional services
rendered for the reviews of the financial statements included in the Company's
quarterly reports on Forms 10-Q for 2004 were approximately $215,000. The
aggregate fees billed by Ernst & Young for the audit of the Company's 2002
financial statements and review of financial statements included in the
Company's Form 10-Q's for that year were $615,000. In addition, Ernst &
Young billed the Company $263,000 for review of the financial statements
included in its Form 10-Q for 2003 and $50,000 for audit-related work in 2004.
AUDIT-RELATED FEES
No fees were billed by Deloitte & Touche for assurance and related
services for 2004 that are reasonably related to the performance of the audit of
the Company's 2004 financial statements and/or performance of a review of the
Company's financial statements during 2004 that are not reported as audit fees
above. The aggregate fees billed by Ernst & Young for assurance and related
services for 2003 that are reasonably related to the performance of the review
of the Company's financial statements and not reported as audit fees above were
$7,500.
TAX FEES
The aggregate fees billed by Deloitte & Touche for professional
services rendered to the Company in 2004 for tax compliance, tax advice, and tax
planning were approximately $15,000. These services included miscellaneous
tax-related research. The aggregate fees billed by Ernst & Young for
professional services rendered to the Company in 2003 for tax compliance, tax
advice, and tax planning were $5,000.
ALL OTHER FEES
No fees were billed by Deloitte & Touche or by Ernst & Young
for 2004 or 2003, respectively, for services other than as set forth above.
6
AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES
In December 2002, the Company's audit committee adopted policies and
procedures that require that any non-audit services to be provided by the
Company's independent auditor that are not otherwise proscribed by
Sarbanes-Oxley must be pre-approved by a member of the Company's audit committee
and that any such pre-approval must then be ratified by the audit committee at
its next meeting.
The revised audit committee charter also provides that the Company's
audit committee shall pre-approve all auditing provided to the Company by the
independent auditors.
Prior to December 2002, the Company's audit committee did not have an
established pre-approval procedure with respect to the provision of services
other than the audit by its independent auditor. For the year ended 2002, the
audit committee considered that the provisions of all non-audit services were
compatible with maintaining the independence of our independent auditor. For the
years ended 2003 and 2004, the audit committee pre-approved all the fees
incurred by the Company's independent auditors.
7
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The required Financial Statements were previously filed on this Form
10-K.
(b) Exhibits
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2 Separation Agreement(1)
3.1 Amended and Restated Certificate of Incorporation of
Registrant (1)
3.2 Amended By-laws of Registrant(2)
4.1 Mortgage, Security Agreement and Financing Statement among
Haviland Telephone Company, Inc., the United States of
America and the Rural Telephone Bank(1)
4.2 Restated Mortgage, Security Agreement and Financing
Statement between Western New Mexico Telephone Company,
Inc. and the United States of America(1)
10(a) Partnership Agreement dated March 11, 1987, between
Lombardo Communications, Inc. and Lynch Entertainment
Corporation (incorporated by reference to Exhibit 10(e) of
the Lynch Corporation ("Lynch")'s Annual Report on Form
10-K for the year ended December 31, 1987).
10(b) Lynch Corporation 401(k) Savings Plan (incorporated by
reference to Exhibit 10(b) to Lynch's Form 10-K for the
year ended December 31, 1995).
10(c) Shareholders Agreement among Capital Communications
Company, Inc., Lombardo Communications, Inc. and Lynch
Entertainment Corporation II (incorporated by reference to
Exhibit 10 of Lynch's Form 8-K, dated March 14, 1994).
10(d)(i) Loan Agreement, dated as of November 6, 1995, between Lynch
PCS Corporation A and Aer Force Communications L.P. (now
Fortunet Wireless, L.P.) (plus four similar loan agreements
with Fortunet Wireless, L.P.) (incorporated by reference to
Exhibit 10(w) to Lynch's Form 10-K for the year ended
December 31, 1995.
10(d)(ii) Amendment No. 1 to the Loan Agreement, dated as of November
6, 1995, referred to in 10(d)(i) incorporated by reference
to Exhibit 10(a) to Lynch's Form 10-Q for quarter ended
March 31, 1996).
10(e)(i) Letter Agreement, dated as of August 12, 1996, between
Rivgam Communicators, L.L.P. and Lynch PCS Corporation G
(incorporated by reference to Exhibit 10(u)(ii) to Lynch's
Form 10-K for the year ended December 31, 1996).
10(f)(ii) Letter Agreement dated as of December 16, 1998, between
Rivgam Communicators, L.L.P. and Lynch PCS Corporation G
(incorporated by reference in Exhibit 10(u)(iv) to Lynch's
Form 10-K for the year ended December 31, 1998).
10(f) Letter Agreement between Lynch PCS Corporation G and
Bal/Rivgam, L.L.C. (incorporated by reference to Exhibit
10(x) to Lynch's Form 10-Q for the Quarter ended September
30, 1997).
10(g) Letter Agreement, dated January 20, 1998, between Lynch PCS
Corporation G and BCK/Rivgam, L.L.C. (incorporated by
reference to Exhibit 10(y) to Lynch's Form 10-K for the
year ended December 31, 1997).
8
Exhibit No. Description
----------- -----------
10(h) 2000 Stock Option Plan (incorporated by reference to the
Exhibit to Registrant's Proxy Statement dated April 18,
2000).
10(i) Lease Agreement between Lynch and Gabelli Funds, Inc.
(incorporated by reference to Exhibit 10(a)(a) to Lynch's
Form 10-Q for the Quarter ended March 31, 1998).
10(j) Letter Agreement dated November 11, 1998, between
Registrant and Gabelli & Company, Inc. (incorporated by
reference to Exhibit 10(c)(c) to Lynch Form 10-K for the
year ended December 31, 1998).
10(l) Agreement and Plan of Merger dated as of May 25, 1999,
among Central Scott Telephone Company, Brighton
Communications Corporation and Brighton Iowa Acquisition
Corporation (schedules omitted) (incorporated by reference
to Exhibit 10.1 to Lynch's Form 8-K dated July 16, 1999).
10(m) Separation and Distribution Agreement, dated as of January
18, 2002, by and among Lynch Interactive Corporation,
Morgan Group Holding Co. and The Morgan Group, Inc.(2)
10(n) Agreement for Purchase and Sale of Licenses dated August
18, 2003, by and between Sunshine PCS Corporation, Cingular
Wireless LLC and for purposes of Articles X and XII,
certain stockholders including Lynch Interactive
Corporation. (3)
10(o) Stock Purchase Agreement by and among Lynch Telephone
Corporation XI, Lynch Interactive Corporation, Brighton
Communications Corporation, California-Oregon
Telecommunications Company ("COTC") and the Shareholders of
COTC dated as of March 22, 2004.(3)
14.1 Lynch Interactive Corporation Code of Ethics(3)
14.2 Lynch Interactive Corporation Conflicts of Interest
Policy(3)
21 Subsidiaries of Registrant(4)
23.1 Consent of Ernst & Young LLP(4)
23.2 Consent of Deloitte & Touche LLP(4)
23.3 Consents of Siepert & Co., L.L.P. for use of:(4)
- Report of Siepert & Co., L.L.P. on the financial
statements of Cuba City Telephone Exchange Company
for the year ended December 31, 2002
- Report of Siepert & Co., L.L.P. on the financial
statements of Belmont Telephone Company for the
year ended December 31, 2002
- Report of Siepert & Co., L.L.P. on the financial
statements of Upper Peninsula Telephone Company for
the year ended December 31, 2002
24 Powers of Attorney(4)
31.1 Rule 13a-14(a) Certification of the Chief Executive
Officer+
31.2 Rule 13a-14(a) Certification of the Chief Financial
Officer+
32.1 Section 1350 Certification of the Chief Executive Officer+
32.2 Section 1350 Certification of the Chief Financial Officer+
9
Exhibit No. Description
----------- -----------
99.1 Reports of Independent Auditors(4)
- Report of Siepert & Co., L.L.P. on the financial
statements of Cuba City Telephone Exchange Company
for the year ended December 31, 2002
- Report of Siepert & Co., L.L.P. on the financial
statements of Belmont Telephone Company for the
year ended December 31, 2002
- Report of Siepert & Co., L.L.P. on the financial
statements of Lynch Michigan Telephone Holding
Corporation for the year ended December 31, 2002
+ Filed herewith.
(1) Incorporated by reference to the exhibits to the Registrant's Registration
Statement on Form 10A-1.
(2) Incorporated by reference to the exhibits to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 2002.
(3) Incorporated by reference to the exhibits to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 2003.
(4) Incorporated by reference to the exhibits to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 2004.
The Exhibits listed above have been filed separately with the Securities and
Exchange Commission in conjunction with this Annual Report on Form 10-K or have
been incorporated by reference into this Annual Report on Form 10-K. Lynch
Interactive Corporation will furnish to each of its shareholders a copy of any
such Exhibit for a fee equal to Lynch Interactive Corporation's cost in
furnishing such Exhibit. Requests should be addressed to the Office of the
Secretary, Lynch Interactive Corporation, 401 Theodore Fremd Avenue, Rye, New
York 10580.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 INTERACTIVE CORPORATION
By: /s/ Robert E. Dolan
--------------------------
Robert E. Dolan
Chief Financial Officer
Dated: May 2, 2005
11