INDEPENDENT AUDITOR'S REPORT





To the Board of Directors
Capital Communications Company, Inc.
Bronxville, New York

We have audited the accompanying  statements of opertions,  stockholders' equity
(deficit),  and cash flows of Capital Communications  Company, Inc. for the year
ended December 31, 1996. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  results of  operations  and cash flows of Capital
Communications Company, Inc. for the year ended December 31, 1996, in conformity
with generally accepted accounting principles.

McGLADREY & PULLEN, LLP


New York, New York
January 29, 1997




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                          INDEPENDENT AUDITORS' REPORT



To the Partners
Coronet Communications Company
Bronxville, New York



We have audited the  accompanying  statements of operations,  partner's  capital
(deficit),  and cash flows of Coronet  Communications Company for the year ended
December 31, 1996.  These  financial  statements are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  results of  operations  and cash flows of Coronet
Communications  Company for the year ended December 31, 1996, in conformity with
generally accepted accounting principles.

McGLADREY & PULLEN, LLP


New York, New York
January 24, 1997
(Except for Note 4, which is
as of January 31, 1997)



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                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors of
Spinnaker Industries, Inc.:

We have audited the statements of operations and retained earnings  (accumulated
deficit) and cash flows of Central Products  Company (a wholly-owned  subsidiary
of Spinnaker  Industries,  Inc.) for the year ended  December  31,  1996.  These
financial statements (not presented separately herein) are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the results of operations and cash flows of Central  Products Company
for the year ended  December  31, 1996 in  conformity  with  generally  accepted
accounting principles.




Deloitte & Touche LLP
Milwaukee, Wisconsin
February 21, 1997




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                          INDEPENDENT AUDITORS' REPORT


January 31, 1997

To the Board of Directors
Dunkirk and Fredonia Telephone Company
40 Temple Street
Box 209
Fredonia, New York 14063

We have  audited  the  accompanying  consolidated  balance  sheet of Dunkirk and
Fredonia  Telephone  Company  (a  wholly  owned  subsidiary  of Lynch  Telephone
Corporation,  VIII) and  subsidiaries  as of  December  31, 1996 and the related
consolidated  statements  of income,  retained  earnings  and cash flows for the
period November 26, 1996 through December 31, 1996. These consolidated financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and the Government Auditing Standards,  issued by the Comptroller General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated  financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Dunkirk and Fredonia
Telephone  Company and  subsidiaries  as of December 31, 1996 and the results of
their  operations  and their cash flows for the period then ended in  conformity
with generally accepted accounting principles.

The accompanying  statements  present only the operation of Dunkirk and Fredonia
Telephone  Company  and its  subsidiaries  since the date of sale of 100% of its
stock to Lynch Telephone Corporation VIII.



JOHNSON, MACKOWIAK, MOORE & MYOTT, LLP




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                          INDEPENDENT AUDITORS' REPORT



To the Board of Managers
CLR Video, L.L.C.
Wetmore, Kansas

We have audited the accompanying  balance sheet of CLR Video,  L.L.C. (a limited
liability  company) as of December  31,  1996,  and the  related  statements  of
operations,  members'  equity  and cash  flows  for the year then  ended.  These
financial  statements are the responsibility of CLR Video,  L.L.C.'s management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of CLR Video,  L.L.C.  as of
December 31, 1996,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.



FREDERICK & WARINNER, L.L.C.

Lenexa, Kansas
January 29, 1997