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. 8)
Under the Securities Exchange Act of 1934
SPINNAKER INDUSTRIES, INC.
(Name of Issuer)
Class A 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)
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:
_____
/ /
<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
This Amendment No. 8 to Schedule 13D on Spinnaker
Industries, Inc. (the "Issuer"), is being filed on behalf of the
undersigned to amend the Schedule 13D, as amended (the "Schedule
13D"), which was originally filed December 10, 1987.
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 4. Purpose of Transaction
Item 4 to Schedule 13D is amended, in pertinent part, as
follows:
On August 13, 1996, Lynch Manufacturing Corporation, a
100% owned subsidiary of Lynch 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 a 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 the
new class of Common Stock for each issued share of its Class A
Common Stock. For further information, see the Issuer's Informa-
tion Statement dated July 22, 1996.
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'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 7. Material to be Filed as an Exhibit
The following Exhibit TT is attached hereto.
Exhibit TT: Amendment of amended certificate of incorporation of
the Issuer.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: August 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 TT
RESOLVED, that the Amended Certificate of Incorporation
of Spinnaker Industries, Inc. be amended by changing the Fourth
Article thereof so that, as amended, said article shall be read
as
follows:
FOURTH: The total number of shares that the Corporation is
authorized to issue is twenty five million (25,000,000), which
shall be common stock. Each of these shares have no par value.
"1. Designation
(a). Fifteen million (15,000,000) shares of common stock
are hereby designated "Common Stock" and ten million (10,000,000)
shares of stock are hereby designated "Class A Common Stock".
(b). Immediately upon the filing of this Certificate of
Amendment of the Amended Certificate of Incorporation of Spinna
ker Industries, Inc. ("Certificate of Amendment") by the Secre
tary of State of the State of Delaware every issued share of
common stock of the Corporation shall become and be deemed to be,
and shall automatically convert into, one (1) share of Class A
Common Stock. Certificates for shares of stock issued upon
filing of this Certificate of Amendment shall thereafter repre
sent only shares of Class A Common Stock.
(c). Except as otherwise expressly provided in this
Amended Certificate of Incorporation, all issued and outstanding
shares of Common Stock and Class A Common Stock shall be identi
cal and shall entitle the holders thereof to the same rights and
privelages.
"2. Voting
At every meeting of the Stockholders, every holder of Common
Stock shall be entitled to one tenth (1/10) vote in person or by
proxy for each share of Common Stock standing in his name on the
transfer books of the Corporation and every holder of Class A
Common Stock shall be entitled to one (1) vote in person or by
proxy for every share of Class A Common Stock standing in his
name on the transfer books of the Corporation. Except as may be
otherwise required by law or by this Article Fourth, the holders
of Common Stock and Class A Common Stock shall vote together as a
single class on all matters, subject to any voting rights which
may be granted in the future to holders of any other class or
series of stock. The number of authorized shares of Common Stock
and Class A Common Stock may be increased or decreased from time
to time by the affirmative vote of the majority of the stock of
the Corporation entitled to vote, voting as a single class.
"3. Dividends and Other Distributions. Subject to any other
provision of the Corporation's Amended Certificate of Incorpora-
tion, as amended from time to time, holders of Common Stock and
Class A Common Stock shall be entitled to recieve ratably such
dividends and other distributions in cash, stock or property of
the Corporation as may be declared thereon by the Board of
Directors from time to time out of assets or funds of the Corpo
ration legally available therefor; provided that in the case of
cash dividends, (i) if, at any time until August 31, 2001, a cash
dividend is paid on the Common Stock, a cash dividend must also
be paid on the Class A Common Stock in an amount per share of
Class A Common Stock that is not greater than 100%, nor less than
66 2/3%, of the amount of the cash dividend paid on each share of
the Common Stock or (ii) if, at any time until August 31, 2001, a
cash dividend is paid on the Class A Common Stock, a cash divi-
dend must also be paid on the Common Stock in an amount that is
not greater than 150%, nor less than 100%, of the amount of the
cash dividend paid on each share of the Class A Common Stock,
such that a cash dividend may not be paid on either the Common
Stock or the Class A Common Stock unless a cash dividend is also
paid on the other as aforesaid. If at any time after August 31,
2001, a cash dividend is paid on the (i) Common Stock an amount
equal to such dividend shall be paid on the Class A Common Stock
and (ii) the Class A Common Stock, an amount equal to such
dividend shall be paid on the Common Stock. In the case of
dividends or other distributions payable in common stock of the
Corporation, holders of Common Stock may recieve the same or a
different class of common stock than the holders of Class
A Common Stock and holders of Class A Common Stock may recieve
the same or a different class of common stock than the holders of
Common Stock.
"4. Merger/Consolidations. In any merger or consolidation of
the Corporation with or into any other corporation or a merger of
any other corporation into the Corporation, the shares of Common
Stock and Class A Common Stock shall be treated equivalently,
except that any securities issued in respect of the Common Stock
may have different or lesser voting rights than the securities
issued in respect of the Class A Common Stock.
"5. Liquidation Rights. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation,
whether voluntary or involuntary, after payment or provision for
payment of the debts and other liabilities of the Corporation,
and subject to prior payment in full of all amounts payable to
the holders of Preferred Stock, the remaining assets and funds of
the Corporation, if any still exist, shall be divided among and
paid ratably to the holders of Common Stock and Class A Common
Stock. A merger or consolidation of the Corporation with or into
any other corporation or a sale or conveyance of all or any part
of the assets of the Corporation (which shall not in fact result
in the liquidation of the Corporation and the distribution of
assets to stockholders) shall not be deemed to be a voluntary or
involuntary liquidation or dissolution or winding up of the
Corporation within the meaning of this subsection.
"6. Split, Subdivision or Combination. If the Corporation shall
in any manner split, subdivide or combine the outstanding shares
of Common Stock or Class A Common Stock, the outstanding shares
of other class of common stock shall be proportionately split,
subdivided or combined in the same manner and on the same basis
(subject to the last sentnce of Section 3 above) as the outstand
ing shares of the other class of common stock have been split,
subdivided or combined.
"7. Preemptive, Subscription and Redemption Rights. The holders
of Common Stock and Class A Common Stock shall have no preemp
tive, subscription or redemption rights."
<PAGE>
