THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 902(g) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SPINNAKER INDUSTRIES, INC.
(Name of Issuer)
Common Stock No Par Value
(Title of Class and Securities)
848926200
(CUSIP Number of Class of Securities)
Robert A. Hurwich, Lynch Corporation,
8 Sound Shore Drive, Greenwich, CT, 06830 (203)629-7506
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 16, 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 State-
ment:
_____
/ x /
<PAGE>
_________________________________________________________________
CUSIP No. 848926101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lynch Corporation I.D. No. 38-1799862
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
_________________________________________________________________
: (7) SOLE VOTING POWER
: 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*
CO; HC
_________________________________________________________________
** Excludes shares owned by Lynch Manufacturing Corporation.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 848926101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lynch Manufacturing Corporation I.D. No. 00-0000000
_________________________________________________________________
(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
: 2,259,063 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 2,259,063 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,259,063 (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
73.5%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO; HC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 848926101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mario J. Gabelli I.D. No. ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
PF
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: 20,550 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 20,550 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,550 (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
0.67%
_________________________________________________________________
(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, no par value
("Securities"), of Spinnaker Industries, Inc. (the "Issuer"), a
Delaware corporation, with pricipal offices located at 600 North
Pearl Street, #2160, L.B. 100, Dallas, Texas, 75201.
Item 2. Identity and Background
(a), (b) and (c)- This statement is being filed by Lynch
Manufacturing Corporation ("Lynch Manufacturing"), Lynch Corpora-
tion ("Lynch") and Mario J. Gabelli ("Mr. Gabelli"). Lynch, an
Indiana coporation, is a diversified public company traded on the
American Stock Exchange. Its subsidiaries are engaged in multime-
dia, services and manufactured products. Lynch Manufacturing, a
Delaware corporation, is a wholly-owned subsidiary of Lynch and a
holding company for companies engaged in maufacturing. Mr. Gabelli
is the Chairman, Chief Executive Officer and Chief Investment
Officer of Gabelli Funds, Inc. ("GFI"), a financial services firm
and an investment adviser registered under the Investment Advisers
Act of 1940 ("Advisers Act"). Mr. Gabelli is also the Chairman,
Chief Executive Officer and Chief Investment Officer of GAMCO
Investors, Inc. ("GAMCO"), a majority-owned subsidiary of GFI and
an investment adviser registered under the Advisers Act. Mr.
Gabelli is also a director or trustee for all of the registered
investment companies advised by Gabelli Funds, Inc. He is also the
Chairman of the Board and Chief Executive Officer of Lynch and a
director of The Morgan Group, Inc. ("Morgan Group") and the Issuer,
which are subsidiaries of Lynch Corporation. Mr. Gabelli's, GFI's
and GAMCO's business addresses are One Corporate Center, Rye, New
York, 10580. Lynch's business address is 8 Sound Shore Drive,
Greenwich, Connecticut, 06830. Lynch Manufacturing's business
address is 100 Douglas Avenue, Yankton, South Dakota, 57078.
The Reporting Persons do not admit that they constitute
a group.
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)- Not applicable
(f)- Reference is made to Schedule I
Item 3. Source and Amount of Funds or Other Considerations
Reference is made to Item 4 below.
Item 4. Purpose of Transaction
Lynch Manufacturing has received the Securities reported
herein as beneficially owned by it for its own account as a result
of a stock dividend by the Issuer as described below. Mr. Gabelli
has received the Securities reported herein as beneficially owned
by him for his own account as a result of a stock dividend by the
Issuer as described below. Lynch Manufacturing and/or Mr. Gabelli
may aquire additional Securities or dispose of some or all of the
Securities reported herein.
Lynch Manufacturing owns a majority of the Common Stock and
the Class A Common Stock of the Issuer and Lynch owns all of the
Common Stock of Lynch Manufacturing. Mr. Gabelli is a director of
the Issuer and Chairman of the Board and Chief Executive Officer of
Lynch. As a result of these relationships and positions, Lynch
Manufacturing, Lynch and Mr. Gabelli are actively involved in the
management of the Issuer. Accordingly, in the normal course of
their duties, officers, directors, employees or affiliates of Lynch
Manufacturing or Lynch, including Mr. Gabelli, may consider,
analyze or propose corporate transactions involving the Issuer or
its subsidiaries, sales or transfers of assets of the Issuer,
changes in the board of directors or management of the Issuer,
changes in the capitalization or dividend policy of the Issuer,
changes in the Issuer's business or corporate structures and
similar actions affecting the Issuer.
On August 13, 1996, Lynch Manufacturing Corporation, as
the holder of approximately 73.5% of the outstanding Common Stock
of the Issuer, approved an amendment to the amended certificate of
incorporation of the Issuer that (i) created this new class of
Common Stock, which has 1/10 of a vote per share, and converted the
outstanding common stock, which has 1 vote per share, into Class A
Common Stock. That amendment was then filed with the Secretary of
State of Delaware. On August 16, 1996, the Issuer distributed to
stockholders of record as of August 5, 1996, a stock dividend of
one share of this new class of Common Stock for each issued share
of its Class A Common Stock. For further information, see the
Issuer's Information Statement dated July 22, 1996.
Other than as described above, the Reporting Persons do not
have 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 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 2,279,613 shares, representing
74.1% of the 3,074,598 shares outstanding as reported by the Issu-
er. The Reporting Persons beneficially own those Securities as
follows:
Shares of % of
Common Class of
Name Stock Common
Lynch Manufacturing 2,259,063 73.5%
Mr. Gabelli 20,550 0.67%
Mr. Gabelli and Lynch are deemed to have beneficial
ownership of the Securities beneficially owned by Lynch Manufactur-
ing. Mr. Gabelli disclaims beneficial ownership of the 2,259,063
shares of the Issuer's stock owned by Lynch Manufacturing.
In addition, the following Covered Persons beneficially
own the following Securities:
Shares of % of
Common Class of
Name Stock Common
Paul Evanson 250 0.00%
Robert E. Dolan 1,225 0.04%
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Lynch Manufacturing has pledged the 2,259,063 shares of
the Securities owned by it to Banker's Trust Company, as collateral
agent, as collateral for an $8.5 million loan from Banker's Trust
Company to the Issuer. Under certain circumstances, Lynch might
recieve a pledge of the warrants and stock of the Issuer held by
Boyle, Fleming, and George & Co., Inc. ("BFG") as collateral for
the loan or a successor loan to the Issuer.
In connection with the aquisition by a subsidiary of the
Issuer of the Central Products business of Alco Standard Corpora-
tion ("Alco") on October 4, 1995, Lynch agreed to guarentee certain
notes of the Issuer to Alco and to loan funds to the Issuer to
repurchase said notes. In connection therewith, Richard J. Boyle,
a director, Chairman of the Board and Chief Executive Officer of
the Issuer, Ned N. Fleming, III, a director and President of the
Issuer, and BFG, which has a contract with the Issuer to provide
management services, agreed not to sell any shares (or warrants to
purchase any shares) of the Issuer's stock owned by them until
Lynch's commitment to loan funds to the Issuer has terminated, any
funds loaned to the Issuer have been paid, all payments owed to
Lynch in connection therewith have been made and any Lynch
guarentees of loans by other persons to the Issuer to fund the
Issuer's obligation to honor the repurchase have terminated.
Lynch Manufacturing is a party to a Voting Agreement with BFG
and the Issuer, which will terminate on August 31, 1996 unless
extended, pursuant to which Lynch Manufacturing and BFG agree to
vote their shares of the Issuer's stock to elect as directors of
the Issuer one person designated by BFG and all other persons
designated by Lynch Manufacturing.
Item 7. Material to be Filed as an Exhibit
Exhibit A is attached hereto. The following Exhibits B
and D to F are incorporated herein by reference to Exhibits B and
D to F in Schedule 13D of various Gabelli entities dated June 19,
l989 relating to the Common Stock of Lincoln Telecommunications
Company. The following Exhibit K is incorporated by reference to
Exhibit K in Amendment No. 3 to Schedule 13D of various Gabelli
entities dated January 3, 1989 relating to the Common Stock of
Wynn's International. The following Exhibit N is incorporated by
reference to Exhibit N to Schedule 13D of various Gabelli entities
dated October 9, 1989 relating to the Common Stock of Graphic
Technology, Inc. The following Exhibit BB is incorporated by
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.
The following Exhibit TT is incorporated by reference to Exhibit TT
in Amendment No. 8 to Schedule 13D of various Gabelli entities
dated August 16, 1996 relating to the Class A Common Stock of
Spinnaker Industries, Inc.
Exhibit A: Joint Filing Agreement
Exhibit B: Pertinent portions of form of investment
advisory agreement used by GAMCO Inves-
tors, Inc.
Exhibit D: Pertinent portions of Gabelli Funds, Inc.
advisory agreements.
Exhibit E: Pertinent portions of Gabelli Asset Fund
and Gabelli Growth Fund voting procedu-
res.
Exhibit F: Pertinent portions of partnership agree-
ments to which Gabelli Associates, GLI
and GPP are parties.
Exhibit K: Pertinent portions of the Investment
Management Agreement of GIL.
Exhibit N: Pertinent portions of the Investment
Management Agreement of GAL.
Exhibit BB: Memorandum of understanding between
Gabelli Funds, Inc., Mario J. Gabelli
and the Federal Communications Commission
(dated November 3, 1992).
Exhibit CC: Joint motion for approval of memorandm
of understanding file with FCC by
Gabelli Funds, Inc., Mario J. Gabelli
and the Federal Communications Commis-
sion (dated November 9, 1992).
Exhibit LL: Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Joseph H. Epel.
Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Robert E. Dolan.
Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Mario J. Gabelli.
Exhibit RR: Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Marc J. Gabelli.
Exhibit TT: Amendment of amended certificate of
incorporation of the Issuer.
<PAGE>
Signature
After resonable 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 26, 1996
Mario J. Gabelli
By:_________________
Robert A. Hurwich
Attorney-in-Fact
LYNCH CORPORATION
By:__________________
Robert A. Hurwich
Vice President-Administration
Secretary and General Counsel
LYNCH MANUFACTURING CORPORATION
By:________________________________
Robert A. Hurwich
Secretary
<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. Each
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>
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 Item 2 of this Schedule 13D
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
Robert E. Dolan Chief Financial Officer
Carmine Ceraolo Assistant Controller
Robert A. Hurwich Vice President-Administration,
Secretary and General Counsel
Lynch Manufacturing Corporation
100 Douglas Avenue
Yankton, South Dakota 57078
Directors:
Robert A. Hurwich See above- Lynch Corp.
Robert E. Dolan See above- Lynch Corp.
Martin J. Kiousis President
M-tron Industries, Inc.
100 Douglas Avenue
Yankton, South Dakota 57078
Robert T. Pando President
Lynch Machinery, Inc.
601 Independent Street
Bainbridge, Georgia 31717
Officers:
Robert E. Dolan President and Assistant
Controller
Martin J. Kiousis Executive Vice President
Robert A. Hurwich Secretary
Jerry Albrecht Controller; Controller of
M-tron, Inc.
David L. Rein Treasurer and Assistant
Secretary; Treasurer and
Assistant Secretary of M-tron,
Inc.
<PAGE>
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, with no par value, of
Spinnaker Industries, 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 16th day of August, 1996.
MARIO J. GABELLI
By:____________________________
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
James E. McKee
General Counsel
GAMCO INVESTORS, INC.
By:_________________________
James E. Mckee
General Counsel
GABELLI SECURITIES, INC.
By:_________________________
James E. McKee
Secretary
GABELLI & COMPANY, INC.
By:_________________________
James E. McKee
Secretary
GABELLI PERFORMANCE
PARTNERSHIP, L. P.
By:_________________________
Mario J. Gabelli,
General Partner
by: James E. McKee
Attorney-in-Fact
GLI, INC.
By:_________________________
Mario J. Gabelli
Chairman
by: James E. McKee
Attorney-in-Fact
GABELLI ASSOCIATES FUND
By:_________________________
Gabelli Securities, Inc.,
General Partner
by: James E. McKee
Secretary
<PAGE>
GABELLI ASSOCIATES LIMITED
By:_________________________
Gabelli Securities,Inc.,
Investment Manager
by: James E. McKee
Secretary
GABELLI INTERNATIONAL LIMITED
By:_________________________
Mario J. Gabelli, Chairman
and Investment Manager
by: James E. McKee
Attorney-in-Fact
GABELLI INTERNATIONAL II LIMITED
By:_________________________
Mario J. Gabelli, Chairman
and Investment Manager
by: James E. McKee
Attorney-in-Fact
LYNCH CORPORATION
By:________________________
Robert E. Dolan,
Chief Finacial Officer
by: James E. McKee
Attorney-in-Fact
SPINNAKER INDUSTRIES
By:_________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
WESTERN NEW MEXICO
By:____________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
ALCE Partners, L.P.
By:__________________________
Gabelli Securities, Inc.
General Partner
by: James E. McKee
Secretary
GABELLI MULTIMEDIA
PARTNERS, L.P.
By:__________________________
Gabelli Securities, Inc.
General Partner
by: James E. McKee
Secretary
INTER-COMMUNITY TELEPHONE COMPANY
By:___________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
GABELLI INTERNATIONAL ADVISORY
SERVICES LIMITED
By:___________________________
Marc J. Gabelli
Director
by: James E. McKee
Attorney-in-Fact
