THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 902(g) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE MORGAN GROUP, INC.
(Name of Issuer)
Class A Common Stock Par Value $0.015 Per Share
(Title of Class and Securities)
617358106
(CUSIP Number of Class of Securities)
James E. McKee, Gabelli Funds, Inc.,
One Corporate Center, Rye, NY 10580-1434 (914) 921-5294
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 12, 1995
(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 which is the subject of this State-
ment because of Rule 13d-1(b)(3) or (4), check the following box:
____
/ X /
Check the following box if a fee is being paid with this State-
ment:
_____
/ /
<PAGE>
_________________________________________________________________
CUSIP No. 617358106 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lynch Corporation I.D. No. 38-1799862
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
_________________________________________________________________
: (7) SOLE VOTING POWER
: 1,350,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 1,350,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ______
/ /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
52.78%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO; HC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
____________________________________
CUSIP No. 617358106 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mario J. Gabelli I.D. No. ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
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
_________________________________________________________________
: (7) SOLE VOTING POWER
: 10,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 10,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.39%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
The class of equity securities to which this statement on
Schedule 13D relates is the Class A Common Stock, par value $0.015
per share ("Securities") of The Morgan Group, Inc. (the "Issuer"),
a Delaware corporation, with principal offices located at 28651
U.S. 20 West, Elkhart, Indiana, 46514-1168.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mr.
Gabelli") and various entities which he directly or indirectly
controls or for which he acts as chief investment officer. These
entities, except for Lynch Corporation ("Lynch"), Spinnaker
Industries, Incorporated ("Spinnaker"), Western New Mexico
Telephone Company ("Western New Mexico"), Entoleter, Inc.
("Entoleter"), Lynch Telecommunications Corporation ("Lynch
Telecom"), Lynch Telephone Corporation ("Lynch Telephone") and
Inter-Community Telephone Company ("Inter-Community") (collective-
ly, "Lynch and its affiliates"), engage in various aspects of the
securities business, primarily as investment adviser to various
institutional and individual clients, including registered
investment companies and pension plans, as broker/dealer and as
general partner of various private investment partnerships.
Certain of these entities may also make investments for their own
accounts.
The foregoing persons in the aggregate often own benefi-
cially more than 5% of a class of equity securities of a particular
issuer. Although several of the foregoing persons are treated as
institutional investors for purposes of reporting their beneficial
ownership on the short-form Schedule 13G, the holdings of those who
do not qualify as institutional investors may exceed the 1%
threshold presented for filing on Schedule 13D or implementation of
their investment philosophy may from time to time require action
which could be viewed as not completely passive. In order to avoid
any question as to whether their beneficial ownership is being
reported on the proper form and in order to provide greater
investment flexibility and administrative uniformity, these persons
have decided to file their beneficial ownership reports on the more
detailed Schedule 13D form rather than on the short-form Schedule
13G and thereby to provide more expansive disclosure than may be
necessary.
(a), (b) and (c) - This statement is being filed by one
or more of the following persons: Gabelli Funds, Inc. ("GFI"),
GAMCO Investors, Inc. ("GAMCO"), Gabelli Securities, Inc. ("GSI"),
Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli Performance
Partnership L.P. ("GPP"), GLI, Inc. ("GLI"), Gabelli Associates
Fund ("Gabelli Associates"), Gabelli Associates Limited ("GAL"),
Gabelli & Company, Inc. Profit Sharing Plan (the "Plan"); Gabelli
International Limited ("GIL"), Gabelli International II Limited
("GIL II"), Gabelli International Gold Fund Limited ("GIGFL"), ALCE
Partners, L.P. ("ALCE"), Gabelli Multimedia Partners, L.P.
("Multimedia Partners"), Mr. Gabelli, Lynch, Spinnaker, Western New
Mexico, Entoleter, Lynch Telecom, Lynch Telephone and Inter-
Community. Those of the foregoing persons signing this Schedule 13D
are hereafter referred to as the "Reporting Persons".
GAMCO, a majority owned subsidiary of GFI, is an
investment adviser registered under the Investment Advisers Act of
1940, as amended ("Advisers Act"). GAMCO is an investment manager
providing discretionary managed account services in the equity area
for employee benefit plans, private investors, endowments and
foundations.
Gabelli & Company, a wholly-owned subsidiary of GSI, is
a broker-dealer registered under the Securities Exchange Act of
1934, as amended ("l934 Act"), which as a part of its business
regularly purchases and sells securities for its own account.
GLI, a wholly-owned subsidiary of GSI, is a general
partner of G&R Partners, a Delaware partnership ("G&R"), which, in
turn, is the general partner of Gabelli-Rosenthal & Partners, L.P.,
a Delaware limited partnership ("G-R"), whose primary business
purpose is to do friendly leveraged buyouts. At the present time,
G-R's sole business purpose is to monitor its existing portfolio
investments.
Gabelli Associates is a New York limited partnership
whose primary business purpose is risk arbitrage investments. GSI
and Mr. Gabelli are the general partners of Gabelli Associates.
GAL is a corporation whose primary business purpose is
risk arbitrage investments. Shares of GAL's Common Stock will be
offered to persons who are neither citizens nor residents of the
United States and may be offered to a limited number of U.S.
investors. GSI is the investment manager of GAL.
GSI, a majority-owned subsidiary of GFI, is a Delaware
corporation which as a part of its business regularly purchases and
sells securities for its own account. It is the immediate parent
of Gabelli & Company.
GFI is the ultimate parent company for a variety of
companies engaged in the securities business, each of which is
named above. In addition, GFI is an investment adviser registered
under the Advisers Act. GFI is an investment adviser which
presently provides discretionary managed account services for The
Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli
Growth Fund, The Gabelli Convertible Securities Fund, Inc., The
Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The
Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli
Global Telecommunications Fund, Gabelli Gold Fund, Inc., The
Gabelli Global Multimedia Trust Inc., The Gabelli Global Convert-
ible Securities Fund, Gabelli Capital Asset Fund, Gabelli Interna-
tional Growth Fund, Inc. and The Gabelli Global Interactive Couch
Potato Fund (collectively, the "Funds"), which are registered
investment companies.
The Plan, a qualified employee profit sharing plan,
covers substantially all employees of GFI and its affiliates.
GPP, a Delaware limited partnership, is a limited
partnership whose primary business purpose is investing in
securities. Mr. Gabelli is the general partner and chief invest-
ment officer of GPP.
GIL is a corporation whose primary business purpose is
investing in a portfolio of equity securities and securities
convertible into, or exchangeable for, equity securities in order
to achieve its investment objective of significant long-term growth
of capital. Shares of GIL's common stock are offered to persons
who are neither citizens nor residents of the United States and may
be offered to a limited number of U.S. investors. The investments
of GIL are managed by Mr. Gabelli who is also a director and
Chairman of the Board of Directors of GIL.
GIL II is a corporation whose business purpose is
investing primarily in a portfolio of equity securities and
securities convertible into, or exchangeable for, equity securities
in order to achieve its investment objective of significant
long-term growth of capital. Shares of GIL II's common stock are
offered to persons who are neither citizens nor residents of the
United States and may be offered to a limited number of U.S.
investors. The investments of GIL II are managed by Mr. Gabelli
who is also a director and Chairman of the Board of Directors of
GIL II.
ALCE is a Delaware investment limited partnership that seeks
long-term capital appreciation primarily through investments in
public and private equity securities. GSI is a general partner of
ALCE.
Multimedia Partners is a Delaware investment limited
partnership whose objective is to provide long-term capital
appreciation by investing primarily in public and private multime-
dia communications companies. GSI is a general partner of
Multimedia Partners.
Lynch, an Indiana corporation, is a diversified public
company traded on the American Stock Exchange. Its subsidiaries
are engaged in communications, services, and manufactured products.
Spinnaker, a Delaware subsidiary of Lynch, is also a public company
and its stock is traded through the NASDAQ System. Spinnaker
manufactures and sells industrial-process and air pollution control
equipment. Another of Lynch's subsidiaries, Western New Mexico,
provides telephone services in a service area in Southwestern New
Mexico. Inter-Community, which is also a subsidiary of Lynch,
provides local telephone services in an area 40 miles west of
Fargo, North Dakota. Lynch and Spinnaker actively pursue new
business ventures and acquisitions. Lynch and its affiliates make
investments in marketable securities to preserve capital and
maintain liquidity for financing their business activities and
acquisitions (not in the case of Western New Mexico) and are not
engaged in the business of investing, reinvesting, or trading in
securities. Mr. Gabelli is Chairman of Lynch and owns beneficially
24.39% of the shares of Common stock of Lynch.
Mr. Gabelli is the majority stockholder and Chairman of
the Board of Directors and Chief Executive Officer of GFI and the
Chief Investment Officer for each of the Reporting Persons. GFI,
in turn, is the majority stockholder of GAMCO. GFI is also the
majority stockholder of GSI. Gabelli & Company is a wholly-owned
subsidiary of GSI. GLI is a wholly-owned subsidiary of GSI.
The Reporting Persons do not admit that they constitute
a group.
GFI, GAMCO, Gabelli & Company and GLI are New York
corporations and GSI is a Delaware corporation, each having its
principal business office at One Corporate Center, Rye, New York
10580-1434. GPP is a Delaware limited partnership having its
principal business office at 8 Sound Shore Drive, Greenwich,
Connecticut 06830. Gabelli Associates is a New York limited
partnership having its principal business office at One Corporate
Center, Rye, New York 10580-1434. GAL and GIL are corporations
organized under the laws of the British Virgin Islands having their
principal business office at c/o MeesPierson (Cayman) Limited,
British American Centre, Dr. Roy's Drive-Phase 3, George Town,
Grand Cayman, British West Indies. GIL II is a corporation
organized under the laws of the British Virgin Islands having their
principal business office at c/o Coutts & Company (Cayman) Limited,
West Bay Road, Grand Cayman, British West Indies. Lynch is an
Indiana corporation having its principal business office at 8 Sound
Shore Drive, Greenwich, CT 06830. Spinnaker is a Delaware
corporation having its principal business office at 251 Welton
Street, Hamden, CT 06511.
For information required by instruction C to Schedule 13D
with respect to the executive officers and directors of the
foregoing entities and other related persons (collectively,
"Covered Persons"), reference is made to Schedule I annexed hereto
and incorporated herein by reference.
(d) and (e) - On December 8, 1994, the SEC instituted
and simultaneously accepted offers for the settlement of an
administrative proceeding against Gabelli & Company and GAMCO. The
order instituting the proceeding included a finding, which Gabelli
& Company and GAMCO neither admitted nor denied, that they failed
to implement and maintain policies and procedures reasonably
designed to prevent the misuse of material, nonpublic information
by not specifically addressing the special circumstances that arose
from their affiliation with Lynch Corporation, a public company.
To resolve this matter, Gabelli & Company and GAMCO agreed to cease
and desist from violating Section 15(f) of the 1934 Act and Section
204A of the Advisers Act, respectively. They further agreed to
each pay a civil penalty in the amount of $50,000, and to retain,
and adopt the recommendations of, an independent consultant
regarding their Section 15(f) and Section 204A policies and
procedures.
On December 13, 1991, the Virginia State Corporation
Commission entered an order of settlement in final disposition of
matters arising from an allegation that GAMCO had transacted
business in Virginia as an investment adviser without having been
registered as such under Virginia Code Section 13.1-504A or an
exemption therefrom. GAMCO consented to the entry of the order
without admitting or denying the allegation and without a hearing.
The terms of the order provide that GAMCO would pay a fine and
costs totalling fifty-five thousand dollars and would not transact
business in Virginia as an investment adviser unless it was
registered as such under section 13.1-504A or was exempt from
registration.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 5.
Item 4. Purpose of Transaction
See Item 5.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to
which this Schedule 13D relates is 1,360,000 shares, representing
53.17% of the 2,557,769 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 recently filed Proxy
Statement dated May 4, 1995 (1,357,769 shares) to the number of
shares which would be receivable by the Reporting Persons if they
were to convert all of the Issuer's Class B Common Stock held by
them (1,200,000 shares) into the Class A Common Stock of the
Issuer. The Reporting Persons beneficially own those Securities as
follows:
Shares of % of
Common Class of
Name Stock Common
Lynch Corporation 1,350,000 52.78%
Mario J. Gabelli 10,000 0.39%
Mr. Gabelli is deemed to have beneficial ownership of the
Securities beneficially owned by each of the foregoing persons.
On December 12, 1995, Lynch Corporation ("Lynch")
acquired 150,000 shares of Class A Common Stock of the Issuer,
which constitutes 9.8% of the shares of Class A Common Stock
outstanding. Lynch acquired the Class A shares in exchange for
1,493,942 shares of Series A Preferred Stock of the Issuer and also
received from the Issuer $1.3 million plus accrued but unpaid
dividends on the Preferred Shares.
Lynch has, since the Issuer became a public company,
owned 1,200,000 shares of Class B Common Stock, $0.015 per value
per share, of the Issuer. Class B Common Stock is automatically
converted into Class A Common Stock upon transfer on a share for
share basis. Upon conversion, such 1,200,000 shares would
represent 44% of the currently outstanding shares of Class A Common
Stock (including the 150,000 shares issued to Lynch). The
1,200,000 shares of Class B Common Stock held by Lynch each has two
votes per share and represents 61.2% of the aggregate voting power
of both classes of Common Stock. Lynch's combined Class A and
Class B Common Stock ownership represents 49.5% equity ownership
interest and 65.0% of the aggregate voting power. As a result of
the stock ownership Lynch has the power to elect all of the
directors of the Issuer except for one director who is elected by
the Class A Common Stockholders voting separately as a class.
Mr. Gabelli, the Chairman and Chief Executive Officer of
Lynch, is a director and a member of the Nominating Committee of
the Issuer. Mr. Bradley J. Bell, a director of Lynch, is a
Director and a member of the Audit and Compensation Committees of
the Issuer. Mr. Gabelli owns 10,000 shares of Class A Common Stock
of the Issuer. Mr. Bell owns 2,000 shares of Class A Common Stock
and has an option, issued to directors, to acquire 8,000 shares.
Mr. Baum, the Chairman and Chief Executive Officer of the Issuer,
is a director of Gabelli Funds, Inc., and Gabelli Securities, Inc.
Lynch has a services agreement with the Issuer providing
for the payment by the Issuer of compensation to Lynch for certain
benefits and services.
Lynch has pledged all 1,200,000 shares of its Class B
Common Stock to a bank as security for borrowings (not related to
the acquisition thereof) and may pledge the 150,000 shares of Class
A Common Stock.
Representatives of Lynch consult with representatives of
the Issuer on many matters relating to the Issuer and expect to
continue to do so in the future.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition and voting of GFI and GAMCO
with respect to Securities owned beneficially by them on behalf of
their investment advisory clients, of GLI, Mr. Gabelli and GSI with
respect to Securities owned beneficially by them on behalf of the
partnerships which they directly or indirectly manage, and of GIL
and GAL with respect to Securities owned beneficially by it on
behalf of its shareholders, are held pursuant to written agreements
with such clients and partnerships. The pertinent portions of
forms of such agreements utilized by such Reporting Persons are
filed as Exhibits hereto.
Item 7. Material to be Filed as an Exhibit
Exhibit A to this Schedule 13D is attached hereto. The
following Exhibits B and D to F are incorporated herein by
reference to Exhibits B and D to F in Schedule 13D of various
Gabelli entities dated June 19, l989 relating to the Common Stock
of Lincoln Telecommunications Company. The following Exhibit K is
incorporated by reference to Exhibit K in Amendment No. 3 to
Schedule 13D of various Gabelli entities dated January 3, 1989
relating to the Common Stock of Wynn's International. The
following Exhibit N is incorporated by reference to Exhibit N to
Schedule 13D of various Gabelli entities dated October 9, 1989
relating to the Common Stock of Graphic Technology, Inc. The
following Exhibit BB is incorporated by Exhibit BB in Amendment No.
6 to Schedule 13D of Hector Communications relating to a Memorandum
of Understanding between Gabelli Funds, Inc., Mario J. Gabelli, and
the Federal Communications Commission. The following Exhibit CC is
incorporated by reference to Exhibit CC in Amendment No. 10 to
Schedule 13D of The Liberty Corporation relating to a Memorandum of
Understanding filed with the FCC by Gabelli Funds, Inc., Mario J.
Gabelli and the Federal Communications Commission. The following
Exhibit LL is incorporated by reference to Exhibit LL in the
initial Schedule 13D of Pulitzer Publishing relating to Powers of
Attorney.
Exhibit A: Joint Filing Agreement
Exhibit B: Pertinent portions of form of investment
advisory agreement used by GAMCO Inves-
tors, Inc.
Exhibit D: Pertinent portions of Gabelli Funds, Inc.
advisory agreements.
Exhibit E: Pertinent portions of Gabelli Asset Fund
and Gabelli Growth Fund voting procedu-
res.
Exhibit F: Pertinent portions of partnership agree-
ments to which Gabelli Associates, GLI
and GPP are parties.
Exhibit K: Pertinent portions of the Investment
Management Agreement of GIL.
Exhibit N: Pertinent portions of the Investment
Management Agreement of GAL.
Exhibit BB: Memorandum of understanding between
Gabelli Funds, Inc., Mario J. Gabelli
and the Federal Communications Commission
(dated November 3, 1992).
Exhibit CC: Joint motion for approval of memorandm
of understanding file with FCC by
Gabelli Funds, Inc., Mario J. Gabelli
and the Federal Communications Commis-
sion (dated November 9, 1992).
Exhibit LL: Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Joseph H. Epel.
Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Robert E. Dolan.
Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Mario J. Gabelli.
<PAGE>
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 14, 1995
MARIO J. GABELLI
By:_____________________________
James E. McKee
Attorney-in-Fact
LYNCH CORPORATION
By:________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
<PAGE>
Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent
part, as follows:
The following sets forth as to each of the executive
officers and directors of the undersigned: his name; his business
address; and his present principal occupation or employment and
the name, principal business and address of any corporation or
other organization in which such employment is conducted. Unless
otherwise specified, the principal employer of each such in-
dividual is Gabelli Funds, Inc., Gabelli & Company, Inc., or
GAMCO Investors, Inc., the business address of each of which is
One Corporate Center, Rye, New York 10580, and each such
individual identified below is a citizen of the United States.
To the knowledge of the undersigned, during the last five years,
no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no
such person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law or finding
any violation with respect to such laws except as reported in
Item 2(d) of this Schedule 13D.
Gabelli Funds, Inc.
Directors:
Mario J. Gabelli
Richard B. Black Chairman of Raster Image
Processing Systems; Chairman
ECRM; Director of Archetype
and Oak Technology; Director
of The Morgan Group, Inc.;
General Partner of KBA Part-
ners, Parker Plaza
400 Kelby Street,
Fort Lee, NJ 07029
Charles C. Baum Chairman, Director and Chief
Executive Officer of The
Morgan Group, Inc.;
Secretary & Treasurer
United Holdings
2545 Wilkens Avenue
Baltimore, MD 21223
Dr. Eamon M. Kelly President
Tulane University
218 Gibson Hall
6823 St. Charles Avenue
New Orleans, LA 70118
Officers:
Mario J. Gabelli Chairman, Chief Executive
Officer and Chief Investment
Officer
Stephen G. Bondi Vice President - Finance
James E. McKee Vice President, General
Counsel and Secretary
Steven M. Joenk Executive Vice President
and Chief Financial Officer
Joseph J. Frazzitta Assistant Secretary
GAMCO Investors, Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina M. Pitaro
Joseph J. Frazzitta
F. William Scholz, II
Officers:
Mario J. Gabelli Chief Investment Officer
Douglas R. Jamieson Chief Operating Officer and
Executive Vice President
Joseph J. Frazzitta Vice President and Chief
Financial Officer
James E. McKee Vice President, General
Counsel and Secretary
Gabelli Securities, Inc.
Directors:
Charles C. Baum See above-Gabelli Funds, Inc.
Joseph R. Rindler Managing Director
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
David M. Perlmutter Perlmutter & Associates
200 Park Avenue, Suite 4515
New York, N.Y. 10166
Stephen G. Bondi Acting Chief Operating Officer
and Vice President
Advisors:
Vincent J. Amabile
Robert Blake
Officers:
Stephen G. Bondi Acting Chief Operating Officer
and Vice President
Joseph J. Frazzitta Vice President - Finance
James E. McKee Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
Joseph J. Frazzitta Vice President and
Chief Financial Officer
Officers:
James G. Webster, III Chairman
Joseph J. Frazzitta Vice President-Finance and
Chief Financial Officer
Stephen G. Bondi Vice President
Walter K. Walsh Compliance Officer
James E. McKee Secretary
GLI, Inc.
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
Officers:
Mario J. Gabelli Chairman and Chief Investment
Officer
Stephen G. Bondi Vice President
Gabelli Associates Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British
WestIndies
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British
WestIndies
Officers:
Mario J. Gabelli Chief Investment Officer
Kevin Bromley Vice President, Treasurer and
Assistant Secretary
Sandra Wight Secretary and Assistant Treasurer
Gabelli International Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Officers:
Kevin Bromley Vice President, Treasurer, and
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Sandra Wight Secretary and Assistant Treasurer
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Lynch Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Paul J. Evanson President
Florida Light & Power Co.
P.O Box 14000
700 Universe Blvd.
Juno Beach, Fl 33408
Bradley J. Bell Vice President & Treasurer
Whirlpool Corp.
2000 M. 63 North
Administrative Center
Benton Harbor, MI 49022
Morris Berkowitz Business Consultant
163-43 Willets Point Blvd.
Whitestone, NY 11357
Richard J. Boyle Chairman, The Boyle Group
6110 Blue Circle Drive
Suite 250
Minnetonka, MN 55343
Mario J. Gabelli See above-Gabelli Funds, Inc.
Paul Woolard Business Consultant
116 East 68th Street
New York, NY 10021
E. Val Cerutti Business Consultant
Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10549
Ralph R. Papitto Chairman of the Board
AFC Cable Systems, Inc.
50 Kennedy Plaza
Suite 1250
Providence, RI 02903
Salvatore Muoio Vice President
Lazard Freres & Co. L.L.C.
Officers:
Mario J. Gabelli Chairman and Chief Executive
Officer
Joseph H. Epel Treasurer
Robert E. Dolan Chief Financial Officer
Carmine Ceraolo Assistant Controller
Robert A. Hurwich Vice President-Administration,
Secretary and General Counsel
Spinnaker Industries, Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Directors:
Joseph P. Rhein 5003 Central Avenue
Ocean City, NJ 08226
Richard J. Boyle The Boyle Group, Inc.
6110 Blue Circle Drive
Suite 250
Minnetonka, MN 55343
Ned N. Fleming, III Boyle, Fleming,
George & Co., Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Mario J. Gabelli See above-Gabelli Funds, Inc.
Officers:
James W. Toman Controller
Ned N. Fleming, III President
Richard J. Boyle Chairman and
Chief Executive Officer
Robert A. Hurwich Secretary
Mark A. Matteson Vice President, Corporate
Development
Entoleter, Inc.
251 Welton Street
Hamden, CT 06517
Directors:
Ned N. Fleming, III See above-Spinnaker
Mark A. Matteson See above-Spinnaker
James W. Toman See above-Spinnaker
Robert P. Wentzel See above Entoleter
James Fleming 230 Saugatuck Avenue, Unit 8
Westport, CT 06880
Officers:
James W. Toman Chief Financial Officer
and Secretary
Robert P. Wentzel President
Anthony R. Massaro Vice President-Manufacturing
Western New Mexico Telephone Company
314 Yankee Street
Silver City, NM 88062
Directors:
Jack C. Keen Chairman
Jack W. Keen President
Dr. Brian E. Gordon Vice President
Mary Beth Baxter Secretary & Treasurer
Robert E. Dolan See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Carmine Ceraolo See above-Lynch Corporation
Officers:
Jack C. Keen Chairman of the Board
Jack W. Keen President
Jack L. Bentley Executive Vice President
Dr. Brian E. Gordon Vice President
Charles M. Baxter Sr. Vice President-Operations
Mary Beth Baxter Secretary & Treasurer
Robert A. Hurwich Assistant Treasurer
Inter-Community Telephone Company
P.O. Box A
Nome, ND 58062
Directors:
Mary J. Carroll See above-Lynch Corporation
Carmine P. Ceraolo See above-Lynch Corporation
Robert E. Dolan See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Leone A. Nilsen President
Roger J. Nilsen P.O. Box 146
Hannaford, ND 58448
Duane A. Plecity Secretary
Harry B. Snyder P.O. Box 131
Buffalo, ND 58011
Robert Snyder 200 Broadway South
Buffalo, ND 58011
Officers:
Leone A. Nilsen President
Robert Snyder Vice President
Duane A. Plecity Secretary
Harry B. Snyder Treasurer
Joseph H. Epel Assistant Treasurer
Robert A. Hurwich Assistant Secretary
Lynch Telecommunications Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Richard A. Kiesling 2801 International Lane
Suite 207
Madison, WI 53740
Jack C. Keen See above-Western New Mexico
Telephone Company
Robert A. Snyder See above-Inter-Community
Telephone Company
Officers:
Robert A. Hurwich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Controller
Lynch Telephone Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Robert E. Dolan Controller
Jack C. Keen Chairman
Officers:
Jack C. Keen Chairman
Jack W. Keen President
Robert A. Hurwich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Controller
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES
PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-BELDING HEMINGWAY
GIL II, LTD.
11/24/95 2,000 3.5000
GAMCO INVESTORS, INC.
12/13/95 10,000- 3.3750
12/12/95 4,000- 3.5000
12/11/95 2,000- 3.1250
12/11/95 3,000- 3.3750
12/08/95 3,000- 3.1250
12/08/95 1,000- 3.2500
12/07/95 5,000- 3.0000
12/06/95 2,000 3.0000
12/05/95 22,000- 2.8182
12/04/95 10,500- 2.9881
12/04/95 6,000- 3.1250
12/01/95 7,500- 3.1417
11/30/95 1,000- 3.3750
11/29/95 1,000- 3.3750
11/28/95 4,000- 3.6250
11/28/95 4,000 3.5000
11/27/95 5,200 3.5000
11/24/95 2,000- 3.5000
11/22/95 1,000- 3.3750
11/22/95 2,000 3.3750
11/21/95 6,500- 3.3750
11/20/95 1,800 3.5000
11/14/95 2,000- 3.6250
11/10/95 13,000- 3.5577
11/09/95 1,000- 3.6250
11/09/95 3,400 3.7500
11/08/95 100 3.7500
11/07/95 6,300 3.7500
11/03/95 5,000 3.7500
11/02/95 1,000- 3.7500
11/02/95 2,200 3.6250
11/02/95 1,000 3.7500
11/01/95 3,000 3.7500
10/30/95 1,500 3.5000
10/24/95 1,500- 4.0000
10/23/95 1,900- 4.0000
10/19/95 1,000- 4.0000
10/18/95 3,500 4.1250
10/17/95 1,000- 4.2500
10/16/95 900- 4.3750
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NY STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.
PAGE 27 OF 27
