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. 7)
Under the Securities Exchange Act of 1934
SPINNAKER INDUSTRIES, INC.
(Name of Issuer)
Common Stock No Par Value
(Title of Class and Securities)
848926101
(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)
June 25, 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:
_____
/ /
<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
78.32%
_________________________________________________________________
(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
0.07%
_________________________________________________________________
(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 ("Securi-
ties") of Spinnaker Industries, Inc. (the "Issuer"), a Delaware
corporation with principal offices located at 600 North Pearl
Street, #2160, L.B. 100, Dallas, Texas, 75201.
This Amendment No. 7 is being filed to amend the Schedule
13D, as amended (the "Schedule 13D"), which was originally filed
December 10, 1987. Pursuant to Rule 101(a)(2)(ii) of Regulation S-
T and Rule 13d-2(c) under the Securities and Exchange Act of 1934,
as amended, the entire text of the Schedule 13D is restated herein
except for previously filed paper exhibits.
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 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 Consideration
All Reporting Persons used an aggregate of approximately
$5,101,250 to purchase the Securities beneficially owned by them as
reported in Item 5 below. Lynch Manufacturing used approximately
$5,082,892 of funds from its own account to purchase the Securities
reported by it. Mr. Gabelli used approximately $43,360 of funds
from his own account to purchase the Securities reported by him.
Item 4. Purpose of Transaction
Lynch Manufacturing has purchased the Securities reported
herein as beneficially owned by it for investment for its own
account. Mr. Gabelli has purchased the Securities reported herein
as beneficially owned by him for investment for his own account.
Lynch Manufacturing and/or Mr. Gabelli may acqire additional
Securities or dispose of some or all of the Securities reported
herein.
Lynch Manufacturing owns a majority of the 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 capitaliza-
tion or dividend policy of the Issuer, changes in the Issuer's
business or corporate structures and similar actions affecting the
Issuer.
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
74.10% 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 73.50%
Mr. Gabelli 20,550 0.07%
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 Spinnaker 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 Bankers Trust Company, as collateral
agent, as collateral for an $8.5 million loan from Bankers Trust
Company to the Issuer. Under certain circumstances, Lynch might
receive a pledge of the warrants and stock of the Issuer held by
Boyle, Fleming, George & Co., Inc. ("BFG") as collateral for the
loan or a successor loan to the Issuer.
In connection with the acquisition by a subsidiary of the
Issuer of the Central Products business of Alco Standard Corpora-
tion ("Alco") on October 4, 1995, Lynch agreed to guarantee 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
guarantees of loans by other persons to the Issuer to fund the
Issuer's obligation to honor the repurchase have terminated.
Reference is made to the Issuer's Form 10-Q for the quarter ended
March 31, 1996 for further information with respect to the
transactions.
Lynch Manufacturing is a party to a Voting Agreement with
BFG and the Issuer 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
The following Exhibits A and B are attached hereto. The
following Exhibit BB is incorporated by reference to Exhibit BB in
Amendement No. 6 to Schedule 13D of various Gabelli entities dated
November 3, 1993 relating to the Common Stock of Hector
Communications. The following Exhibit CC is incoporated 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 Exhibits MM
and NN are incorporated by reference to Exhibits MM and NN in
Amendment No. 5 to Schedule 13D on the Issuer. The following
Exhibits PP and QQ are incorporated by reference to Exhibits PP and
QQ in Amendement No. 6 to Schedule 13D on the Issuer.
Exhibit A: Joint Filing Agreement
Exhibit B: Power of Attorney from Mario J. Gabelli to
Robert A. Hurwich.
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 filed with FCC by Gabelli
Funds, Inc., Mario J. Gabelli and the
Federal Communications Commission
(dated November 9, 1992).
Exhibit MM: Letter Agreement dated October 3, 1995
among Lynch and Messr. Boyle and Fleming
and Boyle, Fleming, George & Co., Inc.
Exhibit NN: Voting Agreement dated June 10, 1994 among
Spinnaker Industries, Inc., Lynch
Manufacturing Corporation and Boyle,
Fleming, George & Co., Inc.
Exhibit PP: Pledge Agreement dated April 5, 1996,
among Bankers Trust Company, LMC, and
BFG.
Exhibit QQ: Letter Agreement dated April 5, 1996 from
BFG to Lynch.
<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: July 15, 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
Joseph H. Epel Treasurer
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.
