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
(Amendment No. 16)
Under the Securities Exchange Act of 1934
TRIAD SYSTEMS CORPORATION
(Name of Issuer)
Common Stock Par Value $0.001 Per Share
(Title of Class and Securities)
895818201
(CUSIP Number of Class of Securities)
James E. McKee, Gabelli Funds, Inc.,
Corporate Center at Rye, Rye, NY 10580-1430 (914) 921-5294
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
August 19, 1996
(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:
_____
/____/
Check the following box if a fee is being paid with this Statement:
_____
/____/
_________________________________________________________________
CUSIP No. 895818201 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli Funds, Inc. I.D. No. 13-3056041
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO-Funds of investment company clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 117,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 117,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,000 (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
0.66%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC, IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________________________________________________________
CUSIP No. 895818201 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GAMCO Investors, Inc. I.D. No. 13-2951242
_________________________________________________________________
(2) THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_______________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO-Funds of investment advisory clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ x /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 773,800 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 852,800 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
852,800 (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
4.82%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 895818201 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli International Limited I.D. No. Foreign Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(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) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_________________________________________________________________
: (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* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.06%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________________________________________________________
CUSIP No. 895818201 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli Performance Partnership L.P. I.D. No. 13-3396569
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(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) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
: (7) SOLE VOTING POWER
: 204,900 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 204,900 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,900 (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
1.16%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 895818201 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*
None
_________________________________________________________________
(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
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (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
0.00%
_________________________________________________________________
(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 Common Stock par value $0.001 per share ("Securities") of
Triad Systems Corporation (the "Issuer"), a Delaware corporation, with
principal offices located at 3055 Triad Drive, Livermore, California, 94550.
This Amendment No. 16 to Schedule 13D is being filed on behalf of the
undersigned to amend the Schedule 13D, as amended (the "Schedule 13D"), which
was originally filed on August 2, 1989.
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")
(collectively, "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 beneficially 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"), Gabelli
Asset Management Company International Advisory Services Ltd. ("GIASL"), 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 Convertible Securities
Fund, Gabelli Capital Asset Fund, Gabelli International 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 investment 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 multimedia communications companies. GSI is a general
partner of Multimedia Partners.
GIASL is a corporation whose primary business purpose is to provide
advisory services to offshore funds.
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 is a diversified manufacturing firm with major subsidiaries
in specialty adhesive-backed materials business. Another of Lynch's subsidiar-
ies, 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 23.52% 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. GIASL is a Bermuda corporation with its principal
business office at c/o Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue,
Hamilton HM12, Bermuda. 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 simulta-
neously 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 sepecifically 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 independant 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
All Reporting Persons used an aggregate of approximately $5,347,825
to purchase the Securities beneficially owned by them as reported in Item 5
below. GAMCO and GFI used approximately $3,854,656 and $504,270, respectively,
of funds that were provided through the accounts of certain of their investment
advisory clients (and, in the case of some such accounts at GAMCO, may be
through borrowings from client margin accounts). GIL used approximately
$64,800 of funds from its own account to purchase the Securities reported by
it. GPP used approximately $924,099 of funds from its own account to purchase
the Securities reported by it.
Item 4. Purpose of Transaction
Each of the Reporting Persons, with the exceptions of Lynch and its
affiliates, has purchased and holds the Securities reported by it for
investment for one or more accounts over which it has shared, sole, or both
investment and/or voting power, for its own account, or both.
The Reporting Persons, with the exceptions of Lynch and its
affiliates, are engaged in the business of securities analysis and investment
and pursue an investment philosophy of identifying undervalued situations. In
pursuing this investment philosophy, the Reporting Persons analyze the opera-
tions, capital structure and markets of companies in which they invest,
including the Issuer, on a continuous basis through analysis of documentation
and discussions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of management). The
Reporting Persons do not believe they possess material inside information
concerning the Issuer. As a result of these analytical activities one or more
of the Reporting Persons may issue analysts reports, participate in interviews
or hold discussions with third parties or with management in which the
Reporting Person may suggest or take a position with respect to potential
changes in the operations, management or capital structure of such companies as
a means of enhancing shareholder values. Such suggestions or positions may
relate to one or more of the transactions specified in clauses (a) through (j)
of Item 4 of the Schedule 13D form, including, without limitation, such matters
as disposing of one or more businesses, selling the company or acquiring
another company or business, changing operating or marketing strategies,
adopting or not adopting, certain types of anti-takeover measures and
restructuring the company's capitalization or dividend policy.
Each of the Reporting Persons intends to adhere to the foregoing
investment philosophy with respect to the Issuer. How-ever, none of the
Reporting Persons intends to seek control of the Issuer or participate in the
management of the Issuer, and any Reporting Person that is registered as an
investment company under the l940 Act will participate in such a transaction
only following receipt of an exemption from the SEC under Rule l7D-l under the
l940 Act, if required, and in accordance with other applicable law. In pursuing
this investment philosophy, each Reporting Person will continuously assess the
Issuer's business, financial condition, results of operations and prospects,
general economic conditions, the securities markets in general and those for
the Issuer's securities in particular, other developments and other investment
opportunities, as well as the investment objectives and diversification
requirements of its shareholders or clients and its fiduciary duties to such
shareholders or clients. Depending on such assessments, one or more of the
Reporting Persons may acquire additional Securities or may determine to sell or
otherwise dispose of all or some of its holdings of Securities. Although the
Reporting Persons share the same basic investment philosophy and although
portfolio decisions are made by or under the supervision of Mr. Gabelli, the
investment objectives and diversification requirements of various clients
differ from those of other clients so that one or more Reporting Persons may be
acquiring Securities while others are disposing of Securities.
With respect to voting of the Securities, the Reporting Persons have
adopted general voting policies relating to voting on specified issues
affecting corporate governance and shareholder values. Under these policies,
the Reporting Persons generally vote all securities over which they have voting
power in favor of cumulative voting, financially reasonable golden parachutes,
one share one vote, management cash incentives and pre-emptive rights and
against greenmail, poison pills, supermajority voting, blank check preferred
stock and super-dilutive stock options. Exceptions may be made when management
otherwise demonstrates superior sensitivity to the needs of shareholders. In
the event that the aggregate voting position of all joint filers shall exceed
25% of the total voting position of the issuer then the proxy voting committees
of each of the Funds shall vote their Fund's shares independently.
Each of the Covered Persons who is not a Reporting Person has
purchased the Securities reported herein as beneficially owned by him for
investment for his own account or that of one or more members of his immediate
family. Each such person may acquire additional Securities or dispose of some
or all of the Securities reported herein with respect to him.
Other than as described above, none of the Reporting Persons and none
of the Covered Persons who is not a Reporting Person has any present plans or
proposals which relate to or would result in any transaction, change or event
specified in clauses (a) through (j) of Item 4 of the Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 1,184,700 shares, representing 6.70% of the 17,683,000
shares outstanding as reported in the Issuer's most recently filed Form 10-Q
for the quarter ended June 30, 1996. The Reporting persons beneficially own
those Securities as follows:
Shares of % of
Common Class of
Name Stock Common
GFI:
As Principal 0 0.00%
As Agent 117,000 0.66%
GAMCO:
As Principal 0 0.00%
As Agent 852,800 4.82%
GPP 204,900 1.16%
GIL 10,000 0.06%
Mr. Gabelli 0 0.00%
Mr. Gabelli is deemed to have beneficial ownership of the Securities
beneficially owned by each of the foregoing persons and GFI is deemed to have
beneficial ownership of the Securities beneficially owned by each of the
foregoing persons other than Mr. Gabelli.
(b) Each of the Reporting Persons and Covered Persons has the sole
power to vote or direct the vote and sole power to dispose or to direct the
disposition of the Securities reported for it, either for its own benefit or
for the benefit of its investment clients or its partners, as the case may be,
except that GAMCO Investors, Inc. does not have authority to vote 79,000 of the
reported shares, and except that GFI has sole dispositive and voting power with
respect to the 117,000 shares of the Issuer held by the the Funds, so long as
the aggregate voting interest of all joint filers does not exceed 25% of their
total voting interest in the Issuer and in that event, the Proxy Voting
Committee of each of the Funds shall respectively vote that Fund's shares, and
except that, at any time, the Proxy Voting Committee of each such Fund may take
and exercise in its sole discretion the entire voting power with respect to the
shares held by such Fund under special circumstances such as regulatory
considerations, and except that the power of Mr. Gabelli and GFI is indirect
with respect to Securities beneficially owned directly by other Reporting
Persons.
(c) Information with respect to all transactions in the Securities
which were effected during the past sixty days by each of the Reporting Persons
and Covered Persons is set forth on Schedule II annexed hereto and incorporated
herein by reference.
(e) Not applicable.
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
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 reference to
Exhibit BB in Amendment No. 6 to Schedule 13D of various Gabelli entities dated
November 3, 1992 relating to the Common Stock of Hector Communications. The
following Exhibit CC is incorporated by reference to Exhibit CC in Amendment
No. 10 to Schedule 13D of various Gabelli entities dated November 9, 1992
relating to the Common Stock of The Liberty Corporation. The following
Exhibit LL is incorporated by reference to Exhibit LL in the initial Schedule
13D of various Gabelli entities dated June 27, 1995 relating to the Common
Stock of Pulitzer Publishing. The following Exhibit RR is incorporated by
reference to Exhibit RR in Amendement No. 16 to Schedule 13D of various Gabelli
entities dated April 23, 1996 relating to the Common Stock of Aaron Rents, Inc.
Exhibit A: Joint Filing Agreement
Exhibit B: Pertinent portions of form of investment
advisory agreement used by GAMCO Investors,
Inc.
Exhibit D: Pertinent portions of Gabelli Funds,
Inc. advisory agreements.
Exhibit E: Pertinent portions of Gabelli Asset Fund
and Gabelli Growth Fund voting procedures.
Exhibit F: Pertinent portions of partnership
agreements 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 memorandum
of understanding file with FCC by
Gabelli Funds, Inc., Mario J. Gabelli
and the Federal Communications Commission
(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.
Exhibit RR: Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Marc 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: August 20, 1996
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Executive Vice President
GABELLI PERFORMANCE PARTNERSHIP
By:___________________________
Mario J. Gabelli,
General Partner
by: James E. McKee
Attorney-in-Fact
MARIO J. GABELLI
By:___________________________
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, INC.
By:______________________________
James E. McKee
General Counsel
GABELLI INTERNATIONAL LIMITED
By:______________________________
Mario J. Gabelli, Chairman
and Investment Manager
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 other-
wise specified, the principal employer of each such individual 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.
<PAGE>
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
Marc J. Gabelli Vice President
Officers:
Mario J. Gabelli Chairman, Chief Executive
Officer and Chief Investment
Officer
_____________________
* Mr. Gabelli is the Chairman, Chief Executive Officer and
Chief Investment Officer of Gabelli Funds, Inc.; Chief Investment
Officer of GAMCO Investors, Inc.; Director/Trustee of all
registered investment companies advised by Gabelli Funds, Inc.;
Chairman and Chief Executive Officer of Lynch Corporation; Director
of Spinnaker Industries, Inc.; Director of the Morgan Group, Inc.
Stephen G. Bondi Vice President - Finance
James E. McKee Vice President, General
Counsel and Secretary
GAMCO Investors, Inc.
Directors:
Mario J. Gabelli
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina M. Pitaro
F. William Scholz, II
Officers:
Mario J. Gabelli Chairman and Chief Executive
Officer and Chief
Investment Officer
Joseph R. Rindler, Jr. President and Chief Operating
Officer
Douglas R. Jamieson Executive Vice President
Stephen G. Bondi Vice President
James E. McKee Vice President, General
Counsel and Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake President of W.R. Blake
& Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas DeVivo General Partner of ALCE
Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Ronald L. Gallatin Consultant
Gabelli Securities, Inc.
One Corporate Center
Rye, NY 10580
Francine Sommer Chief Executive Officer of
General Partner of Gabelli
Multimedia Partners, L.P.
One Corporate Center
Rye, NY 10580
Officers:
Stephen G. Bondi Vice President
James E. McKee Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
Stephen G. Bondi See above
Officers:
James G. Webster, III Chairman
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
Gabelli Asset Management Company
International Advisory Services Ltd.
Directors:
Marc J. Gabelli See above-Gabelli Funds, Inc.
Stephen G. Bondi See Above-Gabelli Funds, Inc.
Joseph R. Rindler, Jr. See above-GAMCO Investors, Inc.
Michael J. Burns Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Douglas Molyneux Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
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
Morris Berkowitz Business Consultant
163-43 Willets Point Blvd.
Whitestone, NY 11357
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.
One Rockefeller Plaza
New York, NY 10020-2327
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.
Robert E. Dolan See above Lynch Corporation
Anthonie C. van Ekris Chairman and Chief
Executive Officer
Balmac International, Inc.
61 Broadway
Suite 1900
New York, NY 10006
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-TRIAD SYSTEMS CORP
GAMCO INVESTORS, INC.
8/19/96 110,000- 5.3125
8/16/96 3,500- 5.3125
8/15/96 46,500- 5.2594
8/09/96 2,500- *DO
7/31/96 16,000- *DO
7/16/96 10,000- 5.7813
GABELLI & COMPANY MARKET MAKING ACCOUNT
7/25/96 1,000- 5.1250
7/25/96 1,000 5.2500
7/15/96 3,000 6.0000
7/15/96 3,000- 6.1250
6/19/96 1,000 6.1250
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NY STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.
(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.
Page 34 of 34
