SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[X] Soliciting material under Rule 14a-12
LYNCH INTERACTIVE CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies: Not
applicable
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(2) Aggregate number of securities to which transaction applies: Not applicable
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): Not applicable
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(4) Proposed maximum aggregate value of transaction: Not applicable
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(5) Total fee paid: Not applicable
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid: Not applicable
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(2) Form, Schedule or Registration Statement No.: Not applicable
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(3) Filing Party: Not applicable
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(4) Date Filed: Not applicable
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EXPLANATORY NOTE
Lynch Interactive Corporation (the "Company") is filing materials contained
in this Schedule 14A with the Securities and Exchange Commission (the "SEC") in
connection with a possible solicitation of proxies in support of a reverse stock
split at the next annual meeting of the stockholders of the Company. Attached
hereto are press releases discussing a question raised by that proposal.
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LYNCH INTERACTIVE
CORPORATION
Press Release
For Immediate Release
LYNCH INTERACTIVE CORPORATION ANNOUNCES
ACQUISITION OF CABLE SYSTEMS IN UTAH AND PROVIDES
ADDITIONAL INFORMATION ON "GOING DARK"
RYE, New York, March 22, 2005 - Lynch Interactive Corporation (ASE:LIC)
announced today that its subsidiary Central Telcom Services, LLC, based in
Fairview, Utah, has closed on an agreement with Precis Communications, LLC, a
Colorado limited liability company, to acquire a cable television system located
in Sanpete and Sevier Counties, Utah. The purchase price of $3,735,200 is
subject to adjustment at closing. With the addition of these 2,500 cable
subscribers, Lynch Interactive will expand its cable services to over 6,100
customers. Central Telcom Services and its affiliates, including Central Utah
Telephone Company, offer Internet and telephone services and will be well
positioned to promote additional services to their new and existing customer
base.
In addition, in response to questions raised by some shareholders about what is
referred to as "going dark", it is the Company's current intention to
voluntarily disseminate press releases, quarterly financial statements, and
audited annual financial statements to its shareholders and other members of the
general investment community. Going dark, for those on Wall Street, generally
means deregistering with the SEC and being quoted on the "bulletin board,"
instead of a securities exchange.
Interactive is a holding company with subsidiaries in multimedia and actively
seeks acquisitions, principally in existing business areas. Interactive's World
Wide Web address is http://www.lynchinteractivecorp.com.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Although Lynch Interactive believes
that the assumptions underlying the forward-looking statements contained herein
are reasonable, any of the assumptions could be inaccurate, and therefore, there
can be no assurance that the forward-looking statements included in this press
release will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by Lynch Interactive
or any other person that the objectives and plans of Lynch Interactive will be
achieved.
* * * * * * *
Contact: John A. Cole
Vice President, Corporate Development,
Secretary and General Counsel
Release 05-05
401 Theodore Fremd Avenue, Rye, New York 10580 -
Tel: 914-921-8821 - Fax: 914-921-6410
LYNCH INTERACTIVE
CORPORATION
Press Release
For Immediate Release
CORRECTION TO PREVIOUSLY ISSUED PRESS RELEASE FOR
LYNCH INTERACTIVE CORPORATION
RYE, New York, March 23, 2005 - Lynch Interactive Corporation (ASE:LIC) - With
regard to the company's press release issued yesterday, the company notes that,
if the proposal is adopted, it will not be listed on the "bulletin board" but in
the "pink sheets."
Interactive is a holding company with subsidiaries in multimedia and actively
seeks acquisitions, principally in existing business areas. Interactive's World
Wide Web address is http://www.lynchinteractivecorp.com.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Although Lynch Interactive believes
that the assumptions underlying the forward-looking statements contained herein
are reasonable, any of the assumptions could be inaccurate, and therefore, there
can be no assurance that the forward-looking statements included in this press
release will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by Lynch Interactive
or any other person that the objectives and plans of Lynch Interactive will be
achieved.
* * * * * * *
Contact: John A. Cole
Vice President, Corporate Development,
Secretary and General Counsel
914/921-8821
Release 05-06
401 Theodore Fremd Avenue, Rye, New York 10580 -
Tel: 914-921-8821 - Fax: 914-921-6410
SUPPLEMENTAL INFORMATION
The Company intends to make a preliminary filing with the SEC of proxy
materials to be used to solicit votes for the approval of the reverse stock
split to effect the going private transaction. The Company strongly advises all
stockholders of the Company to read the proxy statement and any other relevant
documents when it is available because it will contain important information.
Such proxy statement and any other relevant documents will be available at no
charge on the SEC's web site at http://www.sec.gov.