SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Santa Anita Realty Enterprises, Inc.
(Name of Issuer)
Common Stock Par Value $0.10 Per Share
(Title of Class and Securities)
801209206
(CUSIP Number of Class of Securities)
J. Hamilton Crawford Jr. , Gabelli Funds, Inc.,
One Corporate Center, Rye, NY 10580-1434 (914) 921-5067
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 26, 1994
(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 State-
ment:
_____
/ x /
<PAGE>
_________________________________________________________________
CUSIP No. 801209206 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli & Company, Inc. I.D. No. 13-2885006
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO: Funds of client discretionary accounts and working
capital of its own account
_________________________________________________________________
(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
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : 3,500 (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: 3,500 (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500 (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
0.03%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
BD
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________________
CUSIP No. 801209206 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*
WC
_________________________________________________________________
(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
: 12,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 12,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000 (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
0.10%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_____________________________________
CUSIP No. 801209206 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) CHECK 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
: 623,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 682,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,000 (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
6.06%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE>
CUSIP No. 801209206 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*
WC
_________________________________________________________________
(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
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!
____________________________________
CUSIP No. 801209206 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
: 2,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 2,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000 (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
0.02%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1. Security and Issuer
The class of equity security to which this statement on
form Schedule 13D relates is the Common Stock, par value $0.10
per share ("Securities"), of Santa Anita Realty Enterprises,Inc.,
(the "Issuer"), a Delaware corporation, with principal offices
located at 285 West Huntington Drive, P.O. Box 808 Arcadia,
California 91066-0808.
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 and for which he acts as chief investment officer.
These entities, except for Lynch Corporation ("Lynch"), Safety
Railway Service Corporation ("Safety Railway"), Western New
Mexico Telephone Company ("Western New Mexico") and Inter-Commu-
nity Telephone Company ("Inter-Community") engage in various
aspects of the securities business, primarily as investment
advisor to various institutional and individual clients, includ-
ing registered investment companies and pension plans, as bro-
ker/dealer and as managing general partner of various private
investment partnerships. Certain of these entities may also make
investments for their own account.
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 administra-
tive uniformity, these persons have decided to file their benefi-
cial 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. ("GS-
I"), Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli
Performance Partnership ("GPP"), GLI, Inc. ("GLI"), The Gabelli
Associates Fund ("Gabelli Associates"), Gabelli Associates
Limited ("GAL"), The Gabelli & Company, Inc. Profit Sharing Plan
(the "Plan"); Gabelli International Limited ("GIL"), Gabelli
International II Limited ("GIL II"), Mario J. Gabelli ("Mr.
Gabelli"), Lynch, Safety Railway, Western New Mexico 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. GAMCO is a money manager providing discre-
tionary 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 l934 Act, which as a part of
its business regularly purchases and sells securities for its own
account. In addition, shares are held for clients who have
granted Gabelli & Company trading authorization over their
investment accounts.
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 busi-
ness purpose is to do friendly leveraged buyouts. At the present
time, G-R's sole business purpose is to monitor the existing
portfolio investments.
Gabelli Associates, a New York limited partnership, is
a 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 only to persons who are neither citizens nor residents of
the United States and may be offered to a limited number of U.S.
investors consisting primarily of pension and profit sharing
trusts, charities and other tax-exempt entities. The investments
of GAL are managed by Gabelli Securities, Inc. (the "Investment
Manager") with Mr. Gabelli as the Chief Investment Officer.
GSI, a majority owned subsidiary of GFI, is a holding
company which as a part of its business regularly purchases and
sells securities for its own account. It is the immediate parent
of Gabelli & Company. In addition, GSI and Mr. Gabelli are the
general partners of Gabelli Associates.
On August 31, 1990, Gabelli Funds, Inc., formerly a
wholly-owned subsidiary of The Gabelli Group, Inc. ("TGGI") was
merged into TGGI. Subsequent to the merger on September 18,
1990, TGGI's name was changed to Gabelli Funds, Inc. ("GFI").
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
Investment Advisers Act of 1940, as amended. GFI is an invest-
ment 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, 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, The Gabelli
Global Convertibles Securities Fund, and the Gabelli Global
Interactive Couch Potato Fund which are registered management
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 investments 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 primarily in a portfolio of equity securities and
securities convertible into, or exchangeable for equity securit-
ies in order to achieve its investment objective of significant
long-term growth of capital. Shares of GIL's Common Stock are
offered only to persons who are neither citizens nor residents of
the United States and may be offered to a limited number of U.S.
investors consisting primarily of pension and profit sharing
trusts, charities and other tax-exempt entities. The investments
of GIL are managed by Mr. Gabelli (the "Investment Manager") who
is also a director and Chairman of the Board of Directors of GIL.
GIL II is a corporation whose primary business purpose
is investing primarily in a portfolio of equity securities and
securities convertible into, or exchangeable for equity securit-
ies in order to achieve its investment objective of significant
long-term growth of capital. Shares of GIL's II Common Stock are
offered only to persons who are neither citizens nor residents of
the United States and may be offered to a limited number of U.S.
investors consisting primarily of pension and profit sharing
trusts, charities and other tax-exempt entities. The investments
of GIL II are managed by Mr. Gabelli (the "Investment Manager")
who is also a director and Chairman of the Board of Directors of
GIL II.
Lynch, an Indiana corporation, is a diversified public
company traded on the American Stock Exchange. Its subsidiaries
are engaged in communications, services, securities brokerage and
manufactured products. Safety Railway, a Delaware subsidiary of
Lynch, is also a public company and its stock is traded through
the NASDAQ System. Safety Railway manufactures and sells indus-
trial-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 Safety Railway actively pursue new business
ventures and acquisitions. Lynch, Safety Railway, Western New
Mexico and Inter-Community make investments in marketable securi-
ties 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. GFI and its affiliates beneficially own
41.36% of the shares of Common stock of Lynch, including shares
obtainable upon the conversion of the Convertible Debentures of
Lynch. Of this amount, Mario J. Gabelli beneficially owns 25.01%
for his own account.
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 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 are Delaware corporations, 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, GIL, and GIL II 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. Lynch is an
Indiana corporation having its principal business office at 8
Sound Shore Drive, Greenwich, CT 06830. Safety Railway 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 August l7, l988, the parties named in
the following administrative order consented to its entry by the
Securities and Exchange Commission, prior to the adjudication of
any issue of fact or law and without admitting or denying any of
the allegations: In the Matter of The Gabelli Group, Inc.,
Gabelli-Rosenthal & Partners, L.P, G&R Partners, Gabelli Funds,
Inc., GAMCO Investors, Inc. and Mario J. Gabelli, Securities
Exchange Act of l934 Release No. 26005, Investment Act of l940
Release No. 16527. In substance, in its order, the Commission
made findings that the entities and Mr. Gabelli violated Section
13(d) of the Securities Exchange Act of 1934 and Rule 13D-1
thereunder ("Section 13(d)") by failing to make a timely filing
of a Schedule 13D (rather than a Schedule 13G on which certain of
the entities reported their holdings) disclosing that the respon-
dents formed a group to acquire or influence the control of
DiGiorgio Corporation ("DiGiorgio") and that the entities (and
not Mr. Gabelli) violated Section l7(d) of the Investment Company
Act of 1940 and Rule 17d-1 thereunder ("Section 17(d)") by
seeking a leveraged buy-out trans-action with DiGiorgio in which
certain affiliated investment companies had an investment. The
order requires the entities and Mr. Gabelli to comply with
Section 13(d) and the entities to comply with Section l7(d) and
requires the respondents to retain independent counsel to review
their practices and procedures for compliance with Sections 13(d)
and l7(d), to submit the counsel's report to the board of direc-
tors of the respondent entities and to the investment companies
they advise and to provide the Staff of the Securities and
Exchange Commission with such counsel's report and any action
taken in response thereto.
The independent counsel's report and suggested proc-
edures were presented to the Board of Directors of the respondent
entities and to the investment companies they advise. The Boards
and management of all the entities adopted the recommended proc-
edures in November of 1988. In addition the report and the
action taken by the entities and their Boards were provided to
the staff of the Securities and Exchange Commission on November
15, 1988.
(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 approximate-
ly $12,952,231 to purchase its Securities. GAMCO and GFI used
approximately $12,626,263 and $221,913, respectively, of funds
that were provided through the accounts of certain of their
investment advisory clients (and, in the case of some of such
accounts at GAMCO, may be through borrowings from client margin
accounts) in order to purchase the Securities for such clients.
The approximately $64,475 used by Gabelli & Company to purchase
the Securities for the discretionary accounts of certain of its
clients was provided through such accounts (and, in the case of
some of such accounts, may be through borrowings from client
margin accounts). GIL used approximately $39,580 of working
capital to purchase the Securities reported by it.
Item 4. Purpose of Transaction
Each of the Reporting Persons, with the exceptions of
Lynch and Safety Railway, 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
Safety Railway, are engaged in the business of securities analy-
sis and investment and pursue an investment philosophy of identi-
fying undervalued situations. In pursuing this investment
philosophy, the Reporting Persons analyze the operations, capital
structure and markets of companies in which they invest, includ-
ing the Issuer, on a continuous basis through analysis of docu-
mentation 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 re-
structuring 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 objec-
tives 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 sharehold-
er 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. Excep-
tions 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 The Gabelli Equity Trust, The Gabelli Value Fund,
and The Gabelli Asset Fund shall vote their funds shares indepen-
dently.
Each of the Covered Persons who is not a Reporting
Person has purchased the Securities reported herein as benefi-
cially 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 form.
Gabelli-Rosenthal & Partners, L.P. ("G-R"), a partner-
ship for whose general partner GLI, Inc., which is an indirect
subsidiary of GFI, acts as the monitor of existing portfolio
investments and this is its primary business purpose.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities
to which this Schedule 13D relates is 699,500 shares, repre-
senting 6.21% of the 11,256,353 shares outstanding in the Issu-
er's most recently filed Form 10-Q dated May 4, 1994. 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 12,000 0.10%
Gabelli & Company
Principal/Trading 0 0.00%
Agent 3,500 0.03%
GAMCO
As Principal 0 0.00%
As Agent 682,000 6.06%
GIL 2,000 0.02%
Mario J. 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 owned
beneficially 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 59,000 of the
reported shares and except that GFI has sole dispositive and voting
power with respect to the shares of the Issuer held by the The
Gabelli Asset Fund, The Gabelli Equity Trust, Inc., The Gabelli
Growth Fund, The Gabelli Convertible Securities Fund, 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, The Gabelli Global Convertible Securities
Fund and/or The Gabelli Global Interactive Couch Potato Fund, 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 Fund (other than The
Gabelli Growth Fund) shall respectively vote that Funds 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
Gabelli & Company shares with the clients for whose accounts such
Securities were purchased the voting and dispositive power with
respect to 3,500 shares purchased for such accounts, 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.
(d) The investment advisory and brokerage clients of GFI,
GAMCO, Gabelli & Company, the partners of the various partnerships
managed by GLI, Mr. Gabelli, and GSI (including GR&P, GPP, and
Gabelli Associates, to the extent of their economic interest
there-in) and the shareholders of GIL which Mr. Gabelli manages and
GR&P which is managed by GSI have the sole right to receive and,
subject to the notice, withdrawal and/or termination provisions of
such advisors, brokerage and partnership arrangements, the sole
power to direct the receipt of dividends from, and the proceeds of
sale of, any of the Securities beneficially owned by such Reporting
Persons. Except as noted, no such client or partner has an
interest by virtue of such relationship that relates to more than
5% of the Securities. Neither Mr. Gabelli nor GFI nor any of such
other Reporting Persons has an economic interest in any of the
Securities reported herein except those reported as being directly
beneficially owned by GFI, Mr. Gabelli, Gabelli & Company, GSI,
GIL, GIL II, GAL, GPP, Lynch, Safety Railway and the Plan, and
except those as to which GLI and Gabelli Associates have an
interest through their general partner account in the partnerships
managed by them.
(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, GAMCO,
Gabelli & Company with respect to Securities owned beneficially by
them on behalf of their investment advisory or brokerage 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 to I are incorporated herein by
reference to Exhibits B to I on Schedule 13D of various Gabelli
entities dated June 19, l989 relating to the Common Stock of
Lincoln Telecommunications Company. The following Exhibit J is
incorporated by reference to Exhibit J on Schedule 13D of various
Gabelli entities dated August 26, 1988 relating to the Common Stock
of United Inns, Inc. The following Exhibit K is incorporated by
reference to Exhibit K on 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 L is
incorporated by reference to Exhibit L on Amendment No. 2 to
Schedule 13D of various Gabelli entities dated July 17, 1989
relating to the Common Stock of Lincoln Telecommunications Company.
The following Exhibit M is incorporated by reference to Exhibit M
on Amendment No. 4 to Schedule 13D of various Gabelli entities
dated October 2, 1989 relating to the Common Stock of Pittway
Corporation. 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 O is incorporated by reference to
Exhibit O to Schedule 13D of various Gabelli entities dated January
4, 1990 relating to the Common Stock of Eljer Industries, Inc. The
following Exhibit P is incorporated by reference to Exhibit P to
Schedule 13D of various Gabelli entities dated January 23, 1990
relating to the Common Stock of Eljer Industries, Inc. The
following Exhibit Q is incorporated by reference to Exhibit Q to
Schedule 13D of various Gabelli entities dated May 16, 1990
relating to the Common Stock of The Norton Company, Inc. The
following Exhibit R is incorporated by reference to Exhibit R on
Amendment No. 5 to Schedule 13D of various Gabelli entities dated
October 9, 1990 relating to the common Stock of Dynamics Corpora-
tion of America. The following Exhibit S is incorporated by
reference to Exhibit S on Amendment No. 3 to Schedule 13D of
various Gabelli Entities dated October 16, 1990 relating to the
Common Stock of United Artists Entertainment Company. The
following Exhibit T is incorporated by reference to Exhibit T on
Amendment No. 33 to Schedule 13D of various Gabelli entities dated
December 30, 1990 relating to the Common Stock of Graphic Scanning
Corporation. The following Exhibit U in incorporated by reference
to Exhibit U on Amendment No. 35 to Schedule 13D of various Gabelli
entities dated January 12, 1991 relating to the Common Stock of
Graphic Scanning Corporation. The following Exhibit V is incorpo-
rated by reference to Exhibit V on Amendment No. 9 to Schedule 13D
of various Gabelli entities dated May 21, 1991 relating to the
Common Stock of Century Telephone Enterprises. The following
Exhibit W is incorporated by reference to Exhibit W on Amendment
No. 38 to Schedule 13D of various Gabelli entities dated August 13,
1991 relating to the Common Stock of Graphic Scanning Corporation.
The following Exhibits X and Y are incorporated by reference to
Exhibits X and Y on Amendment No. 26 to Schedule 13D of various
Gabelli entities dated September 13, 1991 relating to the Common
Stock of Lynch Corporation. The following Exhibit Z is incorpo-
rated by reference to Exhibit Z on Amendment No. 11 to Schedule 13D
of various Gabelli entities dated December 23, 1991 relating to an
<PAGE>
agreement between Century Telephone Enterprises, Inc. and GAMCO
Investors, Inc. The following Exhibit AA is incorporated by
reference to Exhibit AA on Amendment No. 11 to Schedule 13D of
Triad Systems Corporation relating to Powers of Attorney for
various Gabelli entities. The following Exhibit CC is incorporated
by reference to Exhibit CC on Amendment No. 10 to Schedule 13D of
The Liberty Corporation relating to a Memorandum of Understanding
between Gabelli Funds, Inc., Mario J. Gabelli and the Federal
Communications Commission. The following Exhibit DD and Exhibit EE
is incorporated by reference to Exhibit DD on Amendment No.32 to
Schedule 13D of Lynch Corporation relating to an agreement between
Mr. Evanson and the Issuer. Exhibit FF dated December 28, 1992
relating to a proxy given by Mr. Meyers to Mr. Gabelli to vote all
of the shares of Class A and Class B Common Stock of the Issuer
attached hereto and hereafter shall be incorporated by reference
as Exhibit FF. Exhibit GG dated April 13, 1993, relating to a
letter agreement is attached hereto and hereinafter shall be
incorporated by reference as Exhibit GG to Schedule 13D of
various Reporting Persons. Exhibit HH dated June 30, 1993,
relating to a research report on the Issuer prepared by a report
ing person is attached hereto and hereafter shall be incorporated
by reference as Exhibit HH to Schedule 13D of various Reporting
Persons. Exhibit II dated January 19, 1994, relating to an
agreement between Lynch Corporation and Mario J. Gabelli for the
sale of common stock of Lynch Corporation to Mario J. GAbelli.
<PAGE>
Exhibit A: Joint Filing Agreement
Exhibit B: Pertinent portions of form of investment
advisory agreement used by GAMCO Inves-
tors, Inc.
Exhibit C: Pertinent portions of form of brokerage
agreement used by Gabelli & Company,
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 G: Power of Attorney for Mario J. Gabelli
Exhibit H: Power of Attorney for Daniel E. Miller
Exhibit I: Power of Attorney for Joseph R. Rindler,
Jr.
Exhibit J: Power of Attorney for Douglas R. Jamieson
Exhibit K: Pertinent portions of the Investment
Management Agreement of GIL.
Exhibit L: Additional Power of Attorney for Douglas
R. Jamieson
Exhibit M: The Gabelli Convertible Securities Fund
Voting Procedures
Exhibit N: Pertinent portions of the Investment
Management Agreement of GAL
Exhibit O: Letter Agreement between ELJER INDUSTRI-
ES, INC. and THE GABELLI GROUP, INC.
(January 2, 1990)
Exhibit P: Letter Agreement between ELJER INDUSTRI-
ES, INC. and THE GABELLI GROUP, INC.
(January 19, 1990)
Exhibit Q: Letter Agreement between THE NORTON COM-
PANY and THE GABELLI GROUP, INC. (May
16, 1990)
Exhibit R: Agreement between DYNAMICS CORPORATION
OF AMERICA and GABELLI FUNDS, INC. and
GAMCO INVESTORS, INC. (October 9, 1990)
Exhibit S: Updated Powers of Attorney for Mario J.
Gabelli, Daniel E. Miller, and Joseph R.
Rindler
Exhibit T: Agreement between BSE ACQUISITION CORPO-
RATION and BELLSOUTH ENTERPRISES, INC.
and GAMCO INVESTORS, INC. (December 30,
1990)
Exhibit U: Agreement between BSE ACQUISITION CORPO-
RATION and BELLSOUTH ENTERPRISES, INC.
and GAMCO INVESTORS, INC. (January 12,
1991)
Exhibit V: Complaint against CENTURY TELEPHONE
ENTERPRISES by GAMCO INVESTORS, INC.
(May 21, 1991)
Exhibit W: Letter to BELLSOUTH ENTERPRISES, INC.
from GAMCO INVESTORS, INC. (August 13,
1991)
Exhibit X: Unanimous Written Consent of the Board
of Directors of Gabelli Funds, Inc.
(June 11, 1991)
Exhibit Y: Unanimous Written Consent of the Board
of Directors of Gabelli Securities, Inc.
(June 11, 1991)
Exhibit Z: Agreement between CENTURY TELEPHONE
ENTERPRISES, INC. and GAMCO INVESTORS,
INC. (December 23, 1991)
Exhibit AA: Powers of Attorneys for Mario J. Gabelli
and Daniel E. Miller.
Exhibit CC: Memorandm of Understanding between
Gabelli Funds, Inc. , Mario J. Gabelli
and the Federal Communications Commis
sion (dated November 3 , 1992).
Exhibit DD: Letter agreement between Paul Evanson
and Lynch Corporation with regard to a
sale of shares of common stock of Lynch
Corporation with regard to a sale of
Common Stock of Lynch Corporation
(dated November 6 , 1992.)
Exhibit EE: Proxy authority from Mr. Evanson to Mr.
Gabelli ( dated February 28, 1992).
Exhibit FF: Proxy dated December 28, 1992 from Mr.
Meyers to Mr. Gabelli to vote all of the
shares of Stock of the Issuer held by
Mr. Meyers.
Exhibit GG: Letter agreement dated April 13, 1993.
Exhibit HH: Research Report dated June 30, 1993 on
C-TEC Corporation by Gabelli & Company,
Inc.
Exhibit II: Agreement between Lynch Corporation and
Mario J. Gabelli for the sale of Common
Stock of Lynch Corporation to Mr. Gabelli
(dated January 19, 1994 ).
<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: June 2, 1994
MARIO J. GABELLI
By:_____________________________
J. Hamilton Crawford, Jr.
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
J. Hamilton Crawford, Jr.
Senior Vice President, and
Secretary
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Chief Operating Officer
and Executive Vice President
GABELLI INTERNATIONAL LIMITED
By:_________________________
Mario J. Gabelli, Chairman
and Investment Manager
by: J. Hamilton Crawford, Jr.
Attorney-in-Fact
Gabelli & Company, Inc.
By:__________________________
J. Hamilton Crawford, Jr.
Senior Vice President
and General Counsel
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
J. Hamilton Crawford, Jr. Vice President and Assistant
Secretary
Stephen G. Bondi Vice President - Finance
Joseph J. Frazzitta Assistant Secretary
GAMCO Investors, Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina Pitaro
Joseph J. Frazzitta
William F. Scholz
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, Legal and
Compliance and Assistant
Secretary
J. Hamilton Crawford, Jr. Assistant Secretary
Gabelli Securities, Inc.
Directors:
Charles C. Baum See above-Gabelli Funds, Inc.
Joseph R. Rindler Managing Director
Gabelli & Company, Inc.
One Corporate Center
Rye, NY 10580
David 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
J. Hamilton Crawford, Jr. Vice President
and Assistant Secretary
Erwin I. Mevorah Vice President - Finance
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
Charles C. Baum See above-Gabelli Funds, Inc.
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
J. Hamilton Crawford, Jr. Vice President
and Assistant Secretary
Berton Seltzberg Vice President - Compliance
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
J. Hamilton Crawford, Jr. Assistant Secretary
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 West Indies
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
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 Chief Financial Officer
FPL Group, Inc.
P.O Box 14000
700 Universe Blvd.
Juno Beach, Fl 33408
Bradley J. Bell Vice President & Treasurer
Whirlpool Corp.
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.
Robert C. Kolodny, M.D. Medical Director and Chairman
of the Board of The Behavorial
Medicine Institute
885 Oenoke Ridge Road
New Canaan, CT 06840
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
Officers:
Mario J. Gabelli Chairman and Chief Executive
Officer
Philip J. Lombardo Office of the President
Michael J. Small Office of the President
<PAGE>
Joseph H. Epel Treasurer
Robert E. Dolan Chief Financial Officer
Carmine Ceraolo Assistant Controller
Robert A. Hurwich Vice President-Administration,
Secretary and General Counsel
Mary J. Carroll Administrative Assistant
Safety Railway Service Corporation
251 Welton Street
Hamden, CT 06517
Directors:
Joseph P. Rhein Chairman
241 McClenaghan Mill Road
Wynnewood, PA 19096
William F. Bullis Safety Railway Service Corporation
265 Great Neck Road
Great Neck, NY 11021
Officers:
Robert E. Dolan Controller
Joseph H. Epel Treasurer and Assistant
Secretary
James W. Toman Assistant Secretary
Entoleter, Inc.
251 Welton Street
Hamden, CT 06517
Directors:
Joseph P. Rhein See above-Safety Railway
William F. Bullis See above-Safety Railway
Officers:
John M. Martin President
James W. Toman Chief Financial Officer
Joseph H. Epel Treasurer and Secretary
Robert E. Dolan Controller
Western New Mexico Telephone Company
314 Yankee Street
Silver City, NM 08062
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
Joseph H. Epel See above-Lynch Corporation
Carmine Ceraolo See above-Lynch Corporation
Mary J. Carroll 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
James M. Bucher Asst. Vice President-
Operations
Mary Beth Baxter Secretary & Treasurer
Joseph H. Epel 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
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
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with all other Reporting Entities (as such term is
defined in the Schedule 13D referred to below) on behalf of each of
them of a statement on Schedule 13D (including amendments there-
to) with respect to the Common Stock, par value $0.10 per share, of
Santa Anita Realty Enterprises, Inc. and that this Agreement be
included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 2nd day of June, 1994.
MARIO J. GABELLI
By:____________________________
J. Hamilton Crawford, Jr.
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
J. Hamilton Crawford, Jr.
Senior Vice President, Secretary
and General Counsel
GABELLI INTERNATIONAL LIMITED
By:_________________________
Mario J. Gabelli, Chairman
and Investment Manager
by: J. Hamilton Crawford, Jr.
Attorney-in-Fact
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Chief Operating Officer
and Executive Vice President
Gabelli & Company, Inc.
By:__________________________
J. Hamilton Crawford, Jr.
Senior Vice President
and General Counsel
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-SANTA ANITA CONS INC
GABELLI INTERNATIONAL LTD
4/06/94 2,000 19.7500
GABELLI FUNDS, INC.
GABELLI INTERNATIONAL LTD
4/06/94 1,000 19.6250
GAMCO INVESTORS, INC.
6/01/94 11,300 17.1316
6/01/94 5,000 17.2500
6/01/94 3,000 17.3710
5/31/94 37,100 17.4343
5/27/94 2,200- 17.7528
5/27/94 17,500 17.7500
5/27/94 2,200 17.7528
5/27/94 23,300 17.7768
5/27/94 1,300 18.0000
5/26/94 11,000 17.7500
5/26/94 88,000 17.7528
5/26/94 1,000 18.5000
5/24/94 80,500 18.3376
5/23/94 7,900 18.0000
5/20/94 5,000 18.2500
5/19/94 11,900 18.5032
5/18/94 5,600 18.6250
5/17/94 16,700 18.3750
5/16/94 2,500 18.2750
5/13/94 13,200 18.5625
5/11/94 6,000 18.4792
5/10/94 6,500 18.8173
5/09/94 6,800 19.0331
5/06/94 8,000 19.3594
5/06/94 1,800 19.3750
5/05/94 2,800 19.4777
5/05/94 700 19.3750
5/04/94 2,200 19.5625
5/04/94 5,000 19.3550
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NY STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.
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-SANTA ANITA CONS INC
GAMCO INVESTORS, INC.
5/03/94 13,900 19.3559
5/02/94 4,700 19.4255
4/29/94 1,200 19.3750
4/28/94 15,700 19.2028
4/26/94 1,700 18.8750
4/25/94 6,500 19.0000
4/25/94 2,000 18.8438
4/22/94 7,500 18.7750
4/21/94 2,300 19.0000
4/19/94 400 18.7500
4/18/94 1,200 18.9792
4/15/94 7,200 18.9023
4/14/94 1,600 18.7813
4/13/94 2,900 18.8750
4/12/94 1,100 19.0000
4/11/94 3,900 19.2372
4/08/94 2,000 19.3750
4/07/94 41,100 19.3931
4/06/94 4,000 19.2188
4/05/94 6,600 19.3955
4/04/94 6,000 18.9667
GABELLI & COMPANY, INC.
5/16/94 1,000 18.2500
5/16/94 500 18.2500
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NY STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.