SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Guardsman Products, Inc.
(Name of Issuer)
Common Stock Par Value $1.00 Per Share
(Title of Class and Securities)
401489109
(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)
March 30, 1995
(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. 401489109 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
: 256,800 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 256,800 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,800 (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
2.71%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_____________________________________
CUSIP No. 401489109 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
: 232,800 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 232,800 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,800 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.46%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________________________
CUSIP No. 401489109 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!
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 $1.00
per share ("Securities"), of Guardsman Products, Inc., (the
"Issuer"), a Delaware corporation, with principal offices located
at 3033 Orchard Vista Drive, S.E., Suite 200, P.O. Box 1521,
Grand Rapids, Michigan, 49501.
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"), Spinnaker
Industries, Incorporated ("Spinnaker", formerly known as Safety
Railway Services Corporation), Western New Mexico Telephone
Company ("Western New Mexico") and Inter-Community Telephone
Company ("Inter-Community") engage in various aspects of the
securities business, primarily as investment advisor to various
institutional and individual clients, including registered
investment companies and pension plans, as broker/dealer and as
managing general partner of various private investment partner-
ships. 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"), ALCE Partners, L.P. ("ALCE-
"), Gabelli Multimedia Partners, L.P. ("Multimedia Partners"),
Mario J. Gabelli ("Mr. Gabelli"), Lynch, Spinnaker, 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, Gabelli Gold
Fund, Inc., The Gabelli Global Multimedia Trust Inc., 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.
ALCE is a Delaware private investment limited partnership
that seeks long-term capital appreciation primarily through
investment in public equity securities. GSI is a General Partner
of ALCE.
Multimedia Partners is a Delaware private investment
limited partnership whose objective is to provide long-term
capital appreciation by investing primarily in both public and
private multimedia communications companies. GSI is a general
partner of Multimedia Partners.
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. Spinnaker, a Delaware subsidiary of
Lynch, is also a public company and its stock is traded through
the NASDAQ System. Spinnaker manufactures and sells industrial-
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 Spinnaker actively pursue new business ventures and acquisi-
tions. Lynch, Spinnaker, Western New Mexico and Inter-Community
make investments in marketable securities to preserve capital and
maintain liquidity for financing their business activities and
acquisitions (not in the case of Western New Mexico) and are not
engaged in the business of investing, reinvesting, or trading in
securities. Mr. Gabelli is Chairman of Lynch and owns benefi-
cially 24.39% of the shares of Common stock of Lynch, including
shares obtainable upon the conversion of the Convertible Deben-
tures of Lynch.
Mr. Gabelli is the majority stockholder and Chairman of
the Board of Directors and Chief Executive Officer of GFI and the
Chief Investment Officer for each of the Reporting Persons. GFI,
in turn, is the majority stockholder of GAMCO. GFI is 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. Spinnaker is a Delaware
corporation having its principal business office at 251 Welton
Street, Hamden, CT 06511.
For information required by instruction C to Schedule
13D with respect to the executive officers and directors of the
foregoing entities and other related persons (collectively,
"Covered Persons"), reference is made to Schedule I annexed
hereto and incorporated herein by reference.
(d) and (e) On December 8, 1994, the SEC instituted and
simultaneously accepted offers for the settlement of an adminis-
trative proceeding againts Gabelli & Company, Inc. The order
instituting the proceeding included a finding, which Gabelli &
Company and GAMCO neither admitted nor denied, that they failed
to impliment and maintain policies and procedures reasonably
designed to prevent the misuse of material, nonpublic information
by not sepecifically addressing the special circumstances that
arose from their affiliation with Lynch Corporation, a public
company. To resolve this matter, Gabelli & Company and GAMCO
agreed to cease and desist from violating Section 15(f) of the
Securities Exchange Act of 1934 (the "Exchange Act") and Section
204A of the Investment Advisers Act of 1940 (the "1940 Act"),
respectively. They further agreed to each pay a civil penalty in
the amount of $50,000, and to retain, and adopt the recommenda-
tions of, an independant consultant regarding their Section 15(f)
and Section 204A policies and procedures.
On December 13, 1991, the Virginia State Corporation
Commission entered an order of settlement in final disposition of
matters arising from an allegation that GAMCO had transacted
business in Virginia as an investment adviser without having been
registered as such under Virginia Code Section 13.1-504A or an
exemption therefrom. GAMCO consented to the entry of the order
without admitting or denying the allegation and without a hear-
ing. The terms of the order provide that GAMCO would pay a fine
and cots totalling fifty-five thousand dollars and would not
transact business in Virginia as an investment adviser unless it
was registered as such under section 13.1-504A or was exempt from
registration.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
All Reporting Persons used an aggregate of approximate-
ly $2,980,455 to purchase its Securities. GAMCO and GFI used
approximately $1,388,735 and $1,591,720, respectively, of funds
that were provided through the accounts of certain of their
investment advisory clients (and, may be through borrowings from
client margin accounts) in order to purchase the Securities for
such clients.
Item 4. Purpose of Transaction
Each of the Reporting Persons, with the exceptions of
Lynch and Spinnaker, 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
Spinnaker, are engaged in the business of securities analysis and
investment and pursue an investment philosophy of identifying
undervalued situations. In pursuing this investment philosophy,
the Reporting Persons analyze the operations, capital structure
and markets of companies in which they invest, including the
Issuer, on a continuous basis through analysis of documentation
and discussions with knowledgeable industry and market observers
and with representatives of such companies (often at the invita-
tion 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 Report-
ing 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 restructur-
ing 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 489,600 shares, repre-
senting 5.17% of the 9,474,283 shares outstanding as reported by
the company on March 31, 1995. The Reporting Persons beneficial-
ly own those Securities as follows:
Shares of % of
Common Class of
Name Stock Common
GFI:
As Principal 0 0.00%
As Agent 256,800 2.71%
GAMCO
As Pincipal 0 0.00%
As Agent 232,800 2.46%
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 from time
to time, GAMCO Investors, Inc. does not have authority to vote 100%
of the shares, and except that GFI has sole dispositive and voting
power with respect to the 256,800 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 Global Convertible Securities Fund,
Gabelli Gold Fund, The Gabelli Global Multimedia Trust Inc., The
Gabelli ABC Fund, The Gabelli Global Telecommunications 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
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, Spinnaker 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 incorporat-
ed by reference to Exhibit Z on Amendment No. 11 to Schedule 13D of
various Gabelli entities dated December 23, 1991 relating to an
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.
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 ).
EXHIBIT JJ: Research of Gabelli & Company, Inc.
dated August 31, 1994 relating to C-Tec
Corporation's Proposed Rights Offering.
<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: April 10, 1995
MARIO J. GABELLI
By:_____________________________
J. Hamilton Crawford, Jr.
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
J. Hamilton Crawford, Jr.
Senior Vice President
General Counsel
GAMCO INVESTORS, INC.
By:_________________________
J. Hamilton Crawford, Jr.
Assistant 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. 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. Senior Vice President
and General Counsel
Stephen G. Bondi Vice President - Finance
James E McKee Vice President, Co-General
Counsel and Assistant
Secretary
Joseph J. Frazzitta Assistant Secretary
GAMCO Investors, Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina Pitaro
Joseph J. Frazzitta
F. William Scholz, II
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
and General Counsel
J. Hamilton Crawford, Jr. Assistant Secretary
Gabelli Securities, Inc.
Directors:
Charles C. Baum See above-Gabelli Funds, Inc.
Joseph R. Rindler Managing Director
GAMCO Investors, 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
Salvatore Muoio Vice President-Research
Gabelli & Company, Inc.
One Corporate Center
Rye, NY 10580
Advisors:
Vincent J. Amabile
Robert Blake
Officers:
Stephen G. Bondi Acting Chief Operating Officer
and Vice President
J. Hamilton Crawford, Jr. Senior Vice President,
Assistant Secretary, and
General Counsel
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. Senior Vice President,
Secretary and
General Counsel
Walter K. Walsh Operations and Compliance
Officer
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
WestIndies
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British
WestIndies
Officers:
Mario J. Gabelli Chief Investment Officer
Kevin Bromley Vice President, Treasurer and
Assistant Secretary
Sandra Wight Secretary and Assistant Treasurer
Gabelli International Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Officers:
Kevin Bromley Vice President, Treasurer, and
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Sandra Wight Secretary and Assistant Treasurer
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
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.
2000 M. 63 North
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.
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
Michael J. Small Office of the President
Joseph H. Epel Treasurer
Robert E. Dolan Chief Financial Officer
Carmine Ceraolo Assistant Controller
Robert A. Hurwich Vice President-Administration,
Secretary and General Counsel
Spinnaker Industries, Inc.
One Galleria Tower
13355 Noel Road
Suite 1100
Dallas, TX 75240
Directors:
Joseph P. Rhein Chairman
241 McClenaghan Mill Road
Wynnewood, PA 19096
Richard J. Boyle The Boyle Group, Inc.
6110 Blue Circle Drive
Suite 250
Minnetonka, MN 55343
Ned N. Fleming, III Boyle, Fleming,
George & Co., Inc.
One Galleria Tower
13355 Noel Road
Suite 1100
Dallas, TX 75240
Officers:
Robert E. Dolan Controller
Joseph H. Epel Treasurer
James W. Toman Assistant Secretary
Ned N. Fleming, III President
Richard J. Boyle Chairman and
Chief Executive Officer
Robert A. Hurwich Secretary
Entoleter, Inc.
251 Welton Street
Hamden, CT 06517
Directors:
Joseph P. Rhein See above-Spinnaker
William F. Bullis See above-Spinnaker
Officers:
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 88062
Directors:
Jack C. Keen Chairman
Jack W. Keen President
Dr. Brian E. Gordon Vice President
Mary Beth Baxter Secretary & Treasurer
Robert E. Dolan See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Carmine Ceraolo See above-Lynch Corporation
Officers:
Jack C. Keen Chairman of the Board
Jack W. Keen President
Jack L. Bentley Executive Vice President
Dr. Brian E. Gordon Vice President
Charles M. Baxter Sr. Vice President-Operations
Mary Beth Baxter Secretary & Treasurer
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
Lynch Telecommunications Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Robert E. Dolan Controller
Jack C. Keen Chairman
Michael J. Small Vice President
Officers:
Jack C. Keen Chairman
Jack W. Keen President
Michael J. Small Vice President
Robert A. Hurwhich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Controller
Lynch Telephone Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Robert E. Dolan Controller
Jack C. Keen Chairman
Michael J. Small Vice President
Officers:
Jack C. Keen Chairman
Jack W. Keen President
Michael J. Small Vice President
Robert A. Hurwhich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Controller
<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, par value $1.00 per share, of
Guardsman Products, 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 10th day of April, 1995.
MARIO J. GABELLI
By:____________________________
J. Hamilton Crawford, Jr.
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
J. Hamilton Crawford, Jr.
Senior Vice President
and General Counsel
GAMCO INVESTORS, INC.
By:_________________________
J. Hamilton Crawford, Jr.
Assistant Secretary
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-GUARDSMAN PRODUCTS
GABELLI FUNDS, INC.
THE GABELLI SMALL CAP GROWTH FUND
3/31/95 2,000 11.8750
3/29/95 15,200 12.4958
3/28/95 10,000 12.2500
3/20/95 7,000 11.7143
THE GABELLI EQUITY TRUST,INC.
3/24/95 6,500 12.1154
THE GABELLI ASSET FUND
3/31/95 14,400- 12.4958
3/31/95 14,600 12.4958
3/29/95 14,400 12.4958
3/27/95 10,000 12.2500
GAMCO INVESTORS, INC.
3/31/95 300 11.8750
3/30/95 32,000 12.0313
3/28/95 3,000- 12.0917
3/28/95 3,000 12.0920
3/28/95 10,000 12.3750
3/27/95 3,000 12.0917
3/27/95 10,000 12.1250
3/24/95 7,000 12.0000
3/23/95 10,000 12.0000
3/22/95 6,000 11.9375
3/22/95 8,000 12.0000
3/21/95 13,900 11.9829
3/21/95 1,000 12.0000
3/20/95 12,500 11.9100
3/13/95 1,500 11.0000
2/17/95 500- 11.0000
2/14/95 15,000- 10.9025
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NY STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.
PAGE 38 OF 38
