-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NtDSm5UEdApM1Rd7GW66nRu7olLPw/vhf5TCKW+6r+Z0mTAP/znKLa0viwNrq+Us ti+nCtRIGf5XvGypknBaXw== 0001067621-08-000019.txt : 20080611 0001067621-08-000019.hdr.sgml : 20080611 20080611152623 ACCESSION NUMBER: 0001067621-08-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080611 DATE AS OF CHANGE: 20080611 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LGL GROUP INC CENTRAL INDEX KEY: 0000061004 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 381799862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09994 FILM NUMBER: 08893170 BUSINESS ADDRESS: STREET 1: 2525 SHADER ROAD CITY: ORLANDO STATE: FL ZIP: 32804 BUSINESS PHONE: (407) 298-2000 MAIL ADDRESS: STREET 1: 2525 SHADER ROAD CITY: ORLANDO STATE: FL ZIP: 32804 FORMER COMPANY: FORMER CONFORMED NAME: LYNCH CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 lglthirda.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 6/10/08 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] 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) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA 7. SOLE VOTING POWER 211,190 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 211,190 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 211,190 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.72% 14. TYPE OF REPORTING PERSON IA The following constitutes Amendment No.2 to the Schedule 13d filed by the undersigned on May 15, 2007. This Amendment No.2 amends the Schedule 13d as specifically set forth. Item 4 is amended as follows: PURPOSE OF TRANSACTION The filing persons sent the attached leter (Exhibit 1) to the chairman of the Board of the Issuer on June 10, 2008. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a)- b) As per the Form 10Q filed on 5/20/2008 there were 2,171,709 shares of LGL outstanding as of 3/31/08. The percentage set forth in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein, Andrew Dakos and accounts managed by the filing persons beneficially own an aggregate of 211,190 shares of LGL or 9.72% of the outstanding shares. Power to dispose and vote securities lie solely with Phillip Goldstein and Andrew Dakos. c) During the past 60 days the following shares of LGL were traded unless previously reported: None d) Beneficial Owners of the accounts managed by the filing persons are entitled to receive any dividends or sales proceeds. e) NA Item 7 is amended as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1: Letter to Chairman of the Board of the Issuer Dated: 6/10/08 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos Exhibit 1. Full Value Partners L.P. Park 80 West, Plaza Two, Suite 750 Saddle Brook, NJ 07663 Phone (201) 556-0092 June 10, 2008 Marc Gabelli Chairman The LGL Group, Inc. 2525 Shader Road Orlando, FL 32804 Dear Mr. Gabelli: In last years annual report to shareholders you wrote: While the market price of our stock has benefited from the improved position of the Company, we do not believe that the current stock price is reflective of the underlying value of the Companys businesses and assets and we are actively exploring options for the near term and long term value creation. Since that time LGLs stock price has fallen by 35% to just above $8 per share. We assume you and the rest of the members of the board of directors and management are as disappointed with the Companys performance and stock price as us. We have spoken to several other LGL shareholders who echo our disappointment and concern. At the 2007 annual meeting you spoke of using LGL as a platform for growth in a fragmented electronics industry. Clearly, given the Companys stock price and recent poor operating performance that strategy is no longer an option. Further, LGLs tiny size and significant overhead make the status quo untenable. Therefore, we believe you should immediately and aggressively pursue a sale of the Company. This is the only means by which we can see protecting and maximizing shareholder value. In our view, any other course of action would put shareholders at great risk. We would appreciate a prompt and substantive response to our proposal that the board should pursue a sale of the Company. Very truly yours, Andrew Dakos Managing Member Full Value Advisors LLC General Partner cc: Members of the Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----