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
Hein-Werener Corporation
(Name of Issuer)
Common Stock $1.00 Par Value
(Title of Class of Securities)
423002104
(CUSIP Number)
James E. McKee, Gabelli Funds, Inc.,
One Corporate Center, Rye, NY 10580-1434 (914) 921-5294
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 1, 1998
(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
Schedule 13D, and is filing this Schedule because of Rule
13d-1(b)(3) or (4), check the following box:
____
/___/
<PAGE>
________________________________________________________________
CUSIP No. 423002104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
: 49,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 49,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.68%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE>
_________________________________________________________________
CUSIP No. 423002104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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*
OO-Funds of investment company clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 50,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 50,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.72%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC, IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE>
_________________________________________________________________
CUSIP No. 423002104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Associates Fund I.D. No. 13-3246203
_________________________________________________________________
(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
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 200,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 200,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.88%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE>
_________________________________________________________________
CUSIP No. 423002104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli International Limited I.D. No. Foreign Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_________________________________________________________________
: (7) SOLE VOTING POWER
: 25,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 25,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.86%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
________________________________________________________________
CUSIP No. 423002104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Associates Limited I.D. No. Foreign Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_________________________________________________________________
: (7) SOLE VOTING POWER
: 50,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 50,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.72%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE>
_________________________________________________________________
CUSIP No. 423002104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marc J. Gabelli
________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
None
_________________________________________________________________
(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
: 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* _____
/ /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
_________________________________________________________________
CUSIP No. 423002104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
None
_________________________________________________________________
(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
: 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
0.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement
on Schedule 13D relates is the Common Stock, $1.00 par value per
share ("Securities"), of Hein-Werner Corporation (the
"Issuer"), a Wisconsin corporation, with principal offices
located at 2120 Pewaukee Road, Waukesha, Wisconsin 53188.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mario
Gabelli"), Marc J. Gabelli ("Marc Gabelli") and various entities which
either one directly or indirectly controls or for which either one
acts as chief investment officer. These entities, except for Lynch
Corporation ("Lynch"), Spinnaker Industries, Incorporated ("Spinna-
ker"), Western New Mexico Telephone Company ("Western New Mexico"),
Entoleter, Inc. ("Entoleter"), Lynch Telecommunications Corporation
("Lynch Telecom"), Lynch Telephone Corporation ("Lynch Telephone") and
Inter-Community Telephone Company ("Inter-Community") (collectively,
"Lynch and its affiliates"), engage in various aspects of the securi-
ties business, primarily as investment adviser to various institution-
al and individual clients, including registered investment companies
and pension plans, as broker/dealer and as general partner of various
private investment partnerships. Certain of these entities may also
make investments for their own accounts.
The foregoing persons in the aggregate often own beneficial-
ly 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 13G 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
administrative uniformity, these persons have decided to file their
beneficial 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. ("GSI"), Gabelli &
Company, Inc. ("Gabelli & Company"), Gabelli Performance Partnership
L.P. ("GPP"), GLI, Inc. ("GLI"), Gabelli Associates Fund ("Gabelli As-
sociates"), Gabelli Associates Limited ("GAL"), Gabelli & Company,
Inc. Profit Sharing Plan (the "Plan"), Gabelli International Limited
("GIL"), Gabelli International II Limited ("GIL II"), Gabelli Interna-
tional Gold Fund Limited ("GIGFL"), ALCE Partners, L.P. ("ALCE"),
Gabelli Multimedia Partners, L.P. ("Multimedia Partners"), MJG Associ-
ates, Inc. ("MJG Assocciates"),
Gemini Capital Management Ltd. ("Gemini"), Gabelli Fund, LDC ("LDC"),
Gabelli Foundation, Inc. ("Foundation"), Mario Gabelli, Marc Gabelli,
Lynch, Spinnaker, Western New Mexico, Entoleter, Lynch Telecom, Lynch
Telephone and Inter-Community. Those of the foregoing persons signing
this Schedule 13D are hereafter referred to as the "Reporting Per-
sons".
GAMCO, a wholly-owned subsidiary of GFI, is an investment
adviser registered under the Investment Advisers Act of 1940, as
amended ("Advisers Act"). GAMCO is an investment manager providing
discretionary managed account services for employee benefit plans,
private investors, endowments, foundations and others.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a
broker-dealer registered under the Securities Exchange Act of 1934, as
amended ("l934 Act"), which as a part of its business regularly
purchases and sells securities for its own account.
GLI, wholly-owned subsidiary of GSI, is a corporation which
currently has no active operations.
Gabelli Associates is a New York limited partnership whose
primary business purpose is risk arbitrage investments. GSI and Mario
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 are offered to
persons who are neither citizens nor residents of the United States
and may be offered to a limited number of U.S. investors. GSI is the
investment manager of GAL.
GSI, a majority-owned subsidiary of GFI, is a Delaware
corporation which as a part of its business regularly purchases and
sells securities for its own account. It is the immediate parent of
Gabelli & Company.
GFI is the ultimate parent company for a variety of compa-
nies engaged in the securities business, each of which is named above.
In addition, GFI is an investment adviser registered under the Advis-
ers Act. GFI is an investment adviser which presently provides
discretionary advisory services to The Gabelli Equity Trust Inc., The
Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible
Securities Fund, Inc., 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 Convert-
ible Securities Fund, Gabelli Capital Asset Fund, Gabelli Internation-
al Growth Fund, Inc. and The Gabelli Global Interactive Couch Potato
Fund (collectively, the "Funds"), which are registered investment
companies.
The Plan, a qualified employee profit sharing plan, covers
substantially all employees of GFI and its affiliates.
GPP, a New York limited partnership, is a limited partner-
ship whose primary business purpose is investing in securities. MJG
Associates is the general partner of GPP, and Mario Gabelli is a
portfolio manager for GPP.
GIL is a corporation whose primary business purpose is
investing in a portfolio of equity securities and securities convert-
ible into, or exchangeable for, equity securities in order to achieve
its investment objective of significant long-term growth of capital.
Shares of GIL's common stock are offered to persons who are neither
citizens nor residents of the United States and may be offered to a
limited number of U.S. investors. MJG Associates is the Investment
Manager of GIL. Mario Gabelli is a portfolio manager for GIL and
Chairman of the Board of Directors of GIL.
GIL II is a corporation whose business purpose is investing
primarily in a portfolio of equity securities and securities convert-
ible into, or exchangeable for, equity securities in order to achieve
its investment objective of significant long-term growth of capital.
Shares of GIL II's common stock are offered to persons who are neither
citizens nor residents of the United States and may be offered to a
limited number of U.S. investors. MJG Associates is the Investment
Manager of GIL II.
Mario Gabelli is a director and Chairman of the Board of Directors of
GIL II. Marc Gabelli is a portfolio manager for GIL II.
ALCE is a Delaware investment limited partnership that seeks
long-term capital appreciation primarily through investments in public
and private equity securities. GSI is a general partner of ALCE.
Multimedia Partners is a Delaware investment limited partner-
ship whose objective is to provide long-term capital appreciation by
investing primarily in public and private multimedia communications
companies. GSI is a general partner of Multimedia Partners.
LDC is a corporation whose business purpose is investing
primarily in a portfolio of equity securities and securities convert-
ible into, or exchangeable for, equity securities in order to achieve
its investment objective of significant long-term growth of capital.
Interests are offered to insurance companies which do not conduct any
business in the United States and which are licensed where they do
business. MJG Associates is the Investment Manager of LDC. Marc
Gabelli is a portfolio manager for LDC.
MJG Associates, a Connecticut corporation, provides advisory
services to private investment partnerships and offshore funds. Mario
Gabelli is the sole shareholder, director and employee of MJG Associ-
ates.
Gemini is a corporation whose primary business purpose is to
provide advisory services to offshore funds. Marc Gabelli is the
President and Chief Investment Officer of Gemini.
The Foundation is a private foundation. Mario Gabelli is the
President, a Trustee and the Investment Manager of the Foundation.
Lynch, an Indiana corporation, is a diversified public company
traded on the American Stock Exchange. Its subsidiaries are engaged
in communications, services, and manufactured products. Spinnaker, a
Delaware subsidiary of Lynch, is also a public company and its stock
is traded through the NASDAQ System. Spinnaker is a diversified
manufacturing firm with major subsidiaries in specialty adhesive-
backed materials business. Another of Lynch's subsidiaries, Western
New Mexico, provides telephone services in a service area in South-
western 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 busi-
ness ventures and acquisitions. Lynch and its affiliates make invest-
ments 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. Mario
Gabelli is Chairman of Lynch and beneficially owns approximately 23%
of the shares of common stock of Lynch.
Mario 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 other than
Gemini, LDC and GIL II. GFI, in turn, is the sole stockholder of
GAMCO. GFI is also the majority stockholder of GSI. Gabelli &
Company is a wholly-owned subsidiary of GSI. GLI is a wholly-owned
subsidiary of GSI. Marc Gabelli is the majority stockholder of
Gemini.
The Reporting Persons do not admit that they constitute a
group.
GFI, GAMCO, Gabelli & Company and GLI are New York corpora-
tions and GSI is a Delaware corporation, each having its principal
business office at One Corporate Center, Rye, New York 10580-1434.
GPP is a New York limited partnership having its principal business
office at 401 Theodore Fremd Ave., Rye, New York 10580. Gabelli
Associates is a New York limited partnership having its principal
business office at One Corporate Center, Rye, New York 10580-1434. GAL
and GIL are corporations organized under the laws of the British
Virgin Islands having their principal business office at c/o MeesPier-
son (Cayman) Limited, British American Centre, Dr. Roy's Drive-Phase
3, George Town, Grand Cayman, British West Indies. GIL II is a
corporation organized under the laws of the British Virgin Islands
having their principal business office at c/o Coutts & Company (Caym-
an) Limited, West Bay Road, Grand Cayman, British West Indies. Gemini
is a Bermuda corporation with its principal business office at c/o
Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue, Hamilton
HM12, Bermuda. LDC is a corporation organized under the laws of the
British Virgin Islands having its pricipal business office at c/o
Tremont (Bermuda) Limited, Tremont House, 4 Park Road, Hamilton HM II,
Bermuda. The Foundation is a private foundation having its principal
offices at 165 West Liberty Street, Reno, Nevada 89501. Lynch is an
Indiana corporation having its principal business office at 401
Theodore Fremd Avenue, Rye, NY 10580. Spinnaker is a Delaware corpo-
ration 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 administrative
proceeding against Gabelli & Company and GAMCO. The order instituting
the proceeding included a finding, which Gabelli & Company and GAMCO
neither admitted nor denied, that they failed to implement and main-
tain policies and procedures reasonably designed to prevent the misuse
of material, nonpublic information by not specifically 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 1934 Act and Section 204A of the Advisers Act, respec-
tively. They further agreed to each pay a civil penalty in the amount
of $50,000, and to retain, and adopt the recommendations of, an
independant consultant regarding their Section 15(f) and Section 204A
policies and procedures.
(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 approximately
$4,676,750 to purchase the Securities reported as beneficially owned
in Item 5 below. GAMCO and GFI used approximately $614,605 and
$627,500, respectively, of funds that were provided through the
accounts of certain of their investment advisory clients (and, in the
case of some of such accounts at GAMCO, may be through borrowings from
client margin accounts) in order to purchase the Securities for such
clients. GIL and GAL used approximately $313,000 and $624,617,
respectively, of working capital to purchase the Securities reported
by them. Gabelli Associates used approximately $2,497,028 of the
investing funds of the partnership to purchase the Securities reported
by it.
Item 4. Purpose of Transaction
Each of the Reporting Persons, with the exceptions of Lynch
and its affiliates, 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 its
affiliates, are engaged in the business of securities analysis and
investment and pursue an investment philosophy of identifying under-
valued 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 representa-
tives of such companies (often at the invitation of management). The
Reporting Persons do not believe they possess material inside informa-
tion concerning the Issuer. As a result of these analytical activi-
ties one or more of the Reporting Persons may issue analysts reports,
participate in interviews or hold discussions with third parties or
with management in which the Reporting Person may suggest or take a
position with respect to potential changes in the operations, manage-
ment 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 restructuring 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. However,
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 exemp-
tion 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 objectives 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 addi-
tional 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 Report-
ing 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 shareholder
values. Under these policies, the Reporting Persons generally vote
all securities over which they have voting power in favor of cumula-
tive 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. Exceptions 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 each of the Funds shall
vote their Fund's shares independently.
Each of the Covered Persons who is not a Reporting Person
has purchased the Securities reported herein as beneficially 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.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to
which this Schedule 13D relates is 374,000 shares, representing 12.86%
of the 2,908,899 shares outstanding as reported in the Issuer's most
recently filed Form 10-K for the fiscal year ended December 31, 1997.
The Reporting Persons beneficially own those Securities as follows:
Shares of % of
Common Class of
Name Stock Common
GFI:
As Principal 0 0.00%
As Agent 50,000 1.72%
GAMCO:
As Principal 0 0.00%
As Agent 49,000 1.68%
GAL 50,000 1.72%
GAF 200,000 6.88%
GIL: 25,000 0.86%
Marc Gabelli 0 0.00%
Mario Gabelli 0 0.00%
Mario Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons other
than Marc Gabelli. GFI is deemed to have beneficial ownership of the
Securities beneficially owned by each of the foregoing persons other
than Mario Gabelli and Marc 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 GFI has sole dispositive and
voting power with respect to the shares of the Issuer held by the Funds
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 shall respectively vote
that Fund's shares, 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 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 or since the
most recent filing on Schedule 13D, whichever is less, 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 clients of GFI and GAMCO, the
partners of the various partnerships managed by Mr. Gabelli and GSI
(including GPP, Gabelli Associates, ALCE, and Multimedia Partners to the
extent of their economic interest there-in) and the shareholders of GIL
and GIL II which Mr. Gabelli manages and GAL which is managed by GSI
have the sole right to receive and, subject to the notice, withdrawal
and/or termination provisions of such advisory contracts 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 owned by GFI,
GAMCO, Mr. Gabelli, Gabelli & Company, GSI, GIL, GIL II, GAL, GPP, Lynch
and its affiliates, the Plan, Gabelli Associates, ALCE
and Multimedia Partners.
(e) Not applicable. <PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition and voting of GFI and GAMCO
with respect to Securities owned beneficially by them on behalf of
their investment advisory 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 them on
behalf of their 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 Exhibit A is attached hereto. The
following Exhibits B, D, E and F are incorporated herein by
reference to Exhibits B, D, E and 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 Communica-
tions. 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 Amendment No. 16 to Schedule 13D of
various Gabelli entities dated April 23, 1996 relating to the
Common Stock of Aaron Rents, 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 memorandum
of understanding filed 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.
<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: May 11, 1998
MARIO J. GABELLI
____________________________
Mario J. Gabelli
by: James E. McKee
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
James E. McKee
General Counsel
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Executive Vice President
GABELLI ASSOCIATES FUND
By:_________________________
Gabelli Securities, Inc.,
General Partner
by: James E. McKee
Secretary
GABELLI INTERNATIONAL LIMITED
By:___________________________
Mario J. Gabelli, Chairman
by: James E. McKee
Attorney-in-Fact
GABELLI ASSOCIATES LIMITED
By:________________________
Gabelli Securities, Inc.,
Investment Manager
by: James E. McKee
Secretary
Marc J. Gabelli
By:_________________________
James E. McKee
Attorney-in-Fact
<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 individual 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 viola-
tions 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>
Gabelli Funds, Inc.
Directors:
Mario J. Gabelli*
Richard B. Black Chairman ECRM; Director of
Oak Technology, Inc.; 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 Execu-
tive 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
Marc J. Gabelli Managing Director
Matthew R. Gabelli Registered Representative
Gabelli & Company
One Corporate Center
Rye, New York 10580
Officers:
Mario J. Gabelli Chairman, Chief Executive
Officer and Chief Investment
Officer
David K. Sandie Executive Vice President, Chief
Operating Officer and Chief
Financial Officer
Stephen G. Bondi Executive Vice President-Finance
and Adminstration
James E. McKee Vice President, General
Counsel and Secretary
_____________________
* Mr. Gabelli is the Chief Executive Officer and Chief Invest-
ment Officer of Gabelli Funds, Inc. and of GAMCO Investors, Inc.;
Director/Trustee of all registered investment companies advised by
Gabelli Funds, Inc.; Chairman and Chief Executive Officer of Lynch
Corporation; Director of East/West Communications, Inc. <PAGE>
GAMCO Investors, Inc.
Directors:
Mario J. Gabelli
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina M. Pitaro
David K. Sandie
F. William Scholz, II
Officers:
Mario J. Gabelli Chief Executive Officer
and Chief Investment Officer
Joseph R. Rindler, Jr. Chairman
Douglas R. Jamieson Executive Vice President
Stephen G. Bondi Vice President
James E. McKee Vice President, General Counsel
and Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake President of W.R. Blake
& Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas G. DeVivo General Partner of ALCE
Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Gary P. Watson See below
Joseph R. Rindler, Jr. See above
Officers:
Gary P. Watson Executive Vice President,
Chief Financial and Admin-
istrative Officer
Stephen G. Bondi Vice President
James E. McKee Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
Stephen G. Bondi See above
Donald C. Jenkins Director of Research
Officers:
James G. Webster, III Chairman
Stephen G. Bondi Vice President
Bruce N. Alpert Vice President-Mutual Funds
Walter K. Walsh Compliance Officer
James E. McKee Secretary
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
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
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
Gemini Capitial Management Ltd.
Directors:
Marc J. Gabelli See above-Gabelli Funds, Inc.
Stephen G. Bondi See Above-Gabelli Funds, Inc.
Michael A. Salatto Controller, Gabelli Securities, Inc.
Michael J. Burns Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Douglas Molyneux Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Gabelli Fund, LDC
Directors:
Johann S. Wong c/o Tremont (Bermuda)
Limited
Tremont House
4 Park Road
Hamilton HM 11, Bermuda
Peter D. Anderson Givens Hall Bank & Trust
Genesis Building
P.O. Box 2097
Grand Cayman, Cayman Islands
BWI3459498141
Karl Otto Pohl Sal Oppenheim Jr. & Cie
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany
Anthonie C. van Ekris See below
Lynch Corporation
401 Theodore Fremd Avenue
Rye, NY 10580
Directors:
Paul J. Evanson President
Florida Light & Power Co.
P.O Box 14000
700 Universe Blvd.
Juno Beach, Fl 33408
Mario J. Gabelli See above-Gabelli Funds, Inc.
E. Val Cerutti Business Consultant
Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10540
Ralph R. Papitto Chairman of the Board
AFC Cable Systems, Inc.
50 Kennedy Plaza
Suite 1250
Providence, RI 02903
Salvatore Muoio Principal
S. Muoio & Co., LLC
655 Third Avenue
New York, NY 10017
John C. Ferrara Chief Financial Officer
Golden Books Family Entertainment
888 Seventh Avenue
New York, NY 10106
David C. Mitchell Business Consultant
c/o Lynch Corporation
401 Theodore Fremd Ave
Rye, NY 10580
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
Spinnaker Industries, Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Directors:
Joseph P. Rhein 5003 Central Avenue
Ocean City, NJ 08226
Richard J. Boyle The Boyle Group, Inc.
6110 Blue Circle Drive
Suite 250
Minnetonka, MN 55343
Ned N. Fleming, III Boyle, Fleming,
& Co., Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Robert E. Dolan See above Lynch Corporation
Anthonie C. van Ekris Chairman and Chief
Executive Officer
Balmac International, Inc.
61 Broadway
Suite 1900
New York, NY 10006
Frank E. Grzelecki President
Saugatuck
1 Canterbury Green
Stamford, CT 06901
Philip W. Colburn Chairman of the Board
Allen Telecom, Inc.
11611 San Vincente Blvd.
Suite 505
Los Angeles, CA 90049
Officers:
Ned N. Fleming, III President
Richard J. Boyle Chairman and Chief Executive Officer
Robert A. Hurwich Secretary
Mark A. Matteson Vice President, Corporate
Development
Craig Jennings Controller
Entoleter, Inc.
251 Welton Street
Hamden, CT 06517
Directors:
Ned N. Fleming, III See above-Spinnaker
Mark A. Matteson See above-Spinnaker
Robert Hladick See above Entoleter
Robert P. Wentzel See above Entoleter
James Fleming 230 Saugatuck Avenue, Unit 8
Westport, CT 06880
Officers:
Robert P. Wentzel President
Mark R. Matteson Vice President
Robert Hladick Controller & Secretary
Western New Mexico Telephone Company
314 Yankee Street
Silver City, NM 88062
Directors:
Jack C. Keen Chairman and President
Dr. Brian E. Gordon Vice President
Mary Beth Baxter Secretary & Treasurer
John Clay Keen Route 6
Box 270
Greenville, TX 75401
Robert E. Dolan See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Carmine Ceraolo See above-Lynch Corporation
Mary J. Carroll See above-Lynch Corporation
Eugene P. Connell See above-Lynch Corporation
Officers:
Jack C. Keen Chairman and 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
Robert A. Hurwich Assistant Treasurer
Inter-Community Telephone Company
P.O. Box A
Nome, ND 58062
Directors:
Mary J. Carroll See above-Lynch Corporation
Robert E. Dolan See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Eugene P. Connell See above-Lynch Corporation
Harry B. Snyder P.O. Box 131
Buffalo, ND 58011
Robert Snyder 200 Broadway South
Buffalo, ND 58011
Keith S. Anderson See above-Inter-Community Telephone
Company
Robert Reff See above-Inter-Community Telephone
Company
Officers:
Leone A. Nilsen President
Robert Snyder President
Robert Reff Vice President
Keith S. Anderson Secretary
Harry B. Snyder Treasurer
Joseph H. Epel Assistant Treasurer
Robert A. Hurwich Assistant Secretary
Lynch Telecommunications Corporation
401 Theodore Fremd Avenue
Rye, NY 10580
Directors:
Richard A. Kiesling 2801 International Lane
Suite 207
Madison, WI 53740
Robert E. Dolan See above-Lynch Corporation
Robert A. Snyder See above-Inter-Community
Telephone Company
Eugene P. Connell See above-Lynch Corporation
Officers:
Robert A. Hurwich Secretary
Joseph H. Epel Treasurer and
Assistant Secretary
Robert E. Dolan President, Controller, Assistant
Treasurer, and Assistant Secretary
Lynch Telephone Corporation
401 Theodore Fremd Avenue
Rye, NY 10580
Directors:
Robert E. Dolan Controller
Jack W. Keen President
Robert A. Hurwich See above-Lynch Corporation
Eugene P. Connell See above-Lynch Corporation
Officers:
Jack C. Keen Chairman
Jack W. Keen President
Robert A. Hurwich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Controller
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, $1.00 par value per share, of
Hein-Werner Corporation 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 11th day of May 1998.
MARIO J. GABELLI
By:____________________________
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
James E. McKee
General Counsel
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Executive Vice President
GABELLI SECURITIES, INC.
By:_________________________
James E. McKee
Secretary
GABELLI & COMPANY, INC.
By:_________________________
James E. McKee
Secretary
GABELLI PERFORMANCE
PARTNERSHIP, L. P.
By:_________________________
MJG Associates, Inc.
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
GABELLI ASSOCIATES LIMITED
By:_________________________
Gabelli Securities,Inc.,
Investment Manager
by: James E. McKee
Secretary
GABELLI & COMPANY, INC.
PROFIT SHARING PLAN
By:_________________________
Douglas R. Jamieson
Trustee
GABELLI INTERNATIONAL LIMITED
By:_________________________
Mario J. Gabelli, Chairman
by: James E. McKee
Attorney-in-Fact
GABELLI INTERNATIONAL II LIMITED
By:_________________________
Mario J. Gabelli, Chairman
by: James E. McKee
Attorney-in-Fact
LYNCH CORPORATION
By:________________________
Joseph H. Epel, Treasurer
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
GEMINI CAPITAL MANAGEMENT LIMITED
By:___________________________
Marc J. Gabelli
President
by: James E. McKee
Attorney-in-Fact
GABELLI FOUNDATION, INC.
By:___________________________
Mario J. Gabelli, President
by: James E. McKee
Attorney-in-Fact
MARC J. GABELLI
By:___________________________
James E. McKee
Attorney-in-Fact
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-HEIN-WERNER CORP
GABELLI INTERNATIONAL LTD
5/01/98 25,000 12.5200
GABELLI FUNDS, INC.
THE GABELLI ABC FUND
5/01/98 45,000 12.5500
4/30/98 5,000 12.5500
GAMCO INVESTORS, INC.
5/08/98 9,300 12.5000
5/07/98 3,100 12.5000
5/05/98 1,000 12.5000
5/05/98 7,500 12.5500
5/05/98 7,600 12.5500
5/04/98 2,500 12.5500
5/04/98 2,000 12.5500
5/01/98 2,000 12.5500
5/01/98 2,000 12.5500
5/01/98 1,000 12.5200
5/01/98 1,000 12.5500
4/30/98 7,000 12.5825
4/30/98 3,000 12.5925
GABELLI ASSOCIATES LTD
4/29/98 30,000 12.5091
4/28/98 20,000 12.4672
GABELLI ASSOCIATES FUND
4/30/98 33,200 12.5200
4/29/98 43,800 12.5091
4/28/98 123,000 12.4672
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE AMERICAN STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.
38
