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
Pulitzer Publishing Company
(Name of Issuer)
Common Stock Par Value $0.01
(Title of Class and Securities)
745771105
(CUSIP Number of Class of Securities)
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)
June 27, 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. 745771105 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*
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
: 78,550 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 78,550 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,550 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.73%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC, IA
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________________________________________________________
CUSIP No. 745771105 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
: 154,900 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 195,200 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,200 (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
4.30%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 745771105 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*
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
0.00%
_________________________________________________________________
(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, par value $0.01
("Securities"), of Pulitzer Publishing Company (the "Issuer"), a
Delaware corporation, with principal offices located at 900 North
Tucker Boulevard, St. Louis, Missouri, 63101.
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 or 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"), 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 securities
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
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.
("GSI"), Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli
Performance Partnership L.P. ("GPP"), GLI, Inc. ("GLI"), Gabelli
Associates Fund ("Gabelli Associates"), Gabelli Associates
Limited ("GAL"), Gabelli & Company, Inc. Profit Sharing Plan (the
"Plan"); Gabelli International Limited ("GIL"), Gabelli Interna-
tional II Limited ("GIL II"), Gabelli International Gold Fund
Limited ("GIGFL"), ALCE Partners, L.P. ("ALCE"), Gabelli Multime-
dia Partners, L.P. ("Multimedia Partners"), Mr. 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 Persons".
GAMCO, a majority 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 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 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, 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 its existing
portfolio investments.
Gabelli Associates is a New York limited partnership
whose primary business purpose is risk arbitrage investments.
GSI and Mr. Gabelli are the general partners of Gabelli Associ-
ates.
GAL is a corporation whose primary business purpose is
risk arbitrage investments. Shares of GAL's Common Stock will be
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 Deleware
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
companies engaged in the securities business, each of which is
named above. In addition, GFI is an investment adviser regis-
tered under the Advisers Act. GFI is an investment 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, 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 Inter-
national Growth Fund, Inc. and The Gabelli Global Interactive
Couch Potato TM Fund, which are registered 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 investing 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 in a portfolio of equity securities and securities
convertible 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.
The investments of GIL are managed by Mr. Gabelli who is also a
director 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 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 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. The investments of GIL II are managed by Mr. Gabelli
who is also a director and Chairman of the Board of Directors of
GIL II.
ALCE is a Delaware investment limited partnership that
seeks long-term capital appreciation primarily through invest-
ments in public and private equity securities. GSI is a general
partner of ALCE.
Multimedia Partners is a Delaware investment limited
partnership whose objective is to provide long-term capital
appreciation by investing primarily in public and private multi-
media 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, and manufactured pro-
ducts. 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 acquisitions. Lynch
and its affiliates 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 beneficially 24.39% of the shares of Common
stock of Lynch, including shares obtainable upon the conversion
of the Convertible Debentures 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 also 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 is a Delaware corporation, 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
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 maintain policies and procedures
reasonably designed to prevent the misuse of material, nonpublic
information by not sepecifically addressing the special circum-
stances 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, respectively.
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.
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 costs 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 $11,499,124 to purchase its Securities. GAMCO and GFI used
approximately $8,329,512 and $3,169,612, 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 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 analy-
sis and investment and pursue an investment philosophy of identi-
fying undervalued situations. In pursuing this investment
philosophy, the Reporting Persons analyze the operations, capital
structure and markets of companies in which they invest, includ-
ing the Issuer, on a continuous basis through analysis of docu-
mentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at
the invitation 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 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,
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 Schedule 13D, 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 Investment Company Act of l940 ("1940 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 pursu-
ing 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 diversi-
fication 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 other-
wise dispose of all or some of its holdings of Securities. Al-
though 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
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 sen-
sitivity 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 registered investment companies for
which GFI is the investment adviser (other than The Gabelli
Growth Fund) shall vote their funds' shares independently.
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 Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities
to which this Schedule 13D relates is 273,750 shares, repre-
senting 6.03% of the 4,540,446 shares outstanding as reported by
the company on March 31, 1995. 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 78,550 1.73%
GAMCO
As Pincipal 0 0.00%
As Agent 195,200 4.30%
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 GAMCO does
not have authority to vote 40,300 of the reported shares, and
except that GFI has sole dispositive and voting power with respect
to the shares 78,550 of the Issuer held by the The Gabelli Asset
Fund, The Gabelli Equity Trust Inc., 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 Global Convertible Securities Fund, Gabelli Gold
Fund, Inc., The Gabelli Global Multimedia Trust Inc., The Gabelli
ABC Fund, Gabelli International Growth Fund, Inc., The Gabelli
Global Telecommunications Fund, Gabelli Capital Asset Fund, and/or
The Gabelli Global Interactive Couch PotatoTM 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 Fund's 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 clients of GFI and GAMCO, the
partners of the various partnerships managed by GLI, Mr. Gabelli,
and GSI (including G-R, GPP, ALCE, Multimedia Partners, and Gabelli
Associates, to the extent of their economic interest there-in) and
the shareholders of GIL, GIL II, and GAL which Mr. Gabelli manages
have the sole right to receive and, subject to the notice,
withdrawal and/or termination provisions of such advisory or
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 relation-
ship 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, GAMCO, GSI, GIL, GIL II, ALCE,
Multimedia Partners, GAL, GPP, Lynch and its affiliates and the
Plan, and except those as to which GLI and Gabelli Associates have
an interest through their general partner account in the partner-
ships 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 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,
GIL II 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
Exhibit A to this initial Schedule 13D is attached
hereto. The following Exhibits B and D to F are incorporated
herein by reference to Exhibits B and D to F in Schedule 13D of
various Gabelli entities dated June 19, l989 relating to the Common
Stock of Lincoln Telecommunications Company. The following Exhibit
K is incorporated by reference to Exhibit K in Amendment No. 3 to
Schedule 13D of various Gabelli entities dated January 3, 1989
relating to the Common Stock of Wynn's International. The
following Exhibit N is incorporated by reference to Exhibit N to
Schedule 13D of various Gabelli entities dated October 9, 1989
relating to the Common Stock of Graphic Technology, Inc. The
following Exhibit BB is incorporated by Exhibit BB in Amendment No.
6 to Schedule 13D of Hector Communications relating to a Memorandum
of Understanding between Gabelli Funds, Inc., Mario J. Gabelli, and
the Federal Communications Commission. The following Exhibit CC is
incorporated by reference to Exhibit CC in Amendment No. 10 to
Schedule 13D of The Liberty Corporation relating to a Memorandum of
Understanding filed with the FCC by Gabelli Funds, Inc., Mario J.
Gabelli and the Federal Communications Commission. Exhibit LL to
this initial Schedule 13D is attached hereto.
Exhibit A: Joint Filing Agreement
Exhibit B: Pertinent portions of form of investment
advisory agreement used by GAMCO Inves-
tors, Inc.
Exhibit D: Pertinent portions of Gabelli Funds, Inc.
advisory agreements.
Exhibit E: Pertinent portions of Gabelli Asset Fund
and Gabelli Growth Fund voting procedu-
res.
Exhibit F: Pertinent portions of partnership agree-
ments to which Gabelli Associates, GLI
and GPP are parties.
Exhibit K: Pertinent portions of the Investment
Management Agreement of GIL.
Exhibit N: Pertinent portions of the Investment
Management Agreement of GAL.
Exhibit BB: Memorandum of understanding between
Gabelli Funds, Inc., Mario J. Gabelli
and the Federal Communications Commission
(dated November 3, 1992).
Exhibit CC: Joint motion for approval of memorandm
of understanding file with FCC by
Gabelli Funds, Inc., Mario J. Gabelli
and the Federal Communications Commis-
sion (dated November 9, 1992).
Exhibit LL: Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Joseph H. Epel.
Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Robert E. Dolan.
Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Mario J. Gabelli.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: July 7, 1995
MARIO J. GABELLI
By:_____________________________
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
James E. McKee
Co-General Counsel
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Chief Operating Officer
and Executive Vice President
<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 Co-General Counsel
Stephen G. Bondi Vice President - Finance
James E. McKee Vice President, Co-General
Counsel and Secretary
Steven M. Joenk Executive Vice President
and Chief Financial Officer
Joseph J. Frazzitta Assistant Secretary
GAMCO Investors, Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina M. 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, General
Counsel and Secretary
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 M. Perlmutter Perlmutter & Associates
200 Park Avenue, Suite 4515
New York, N.Y. 10166
Stephen G. Bondi Acting Chief Operating Officer
and Vice President
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
Joseph J. Frazzitta Vice President - Finance
James E. McKee Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
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
and General Counsel
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
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. Hurwich 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. Hurwich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Controller
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-PULITZER PUBLISHING
GABELLI FUNDS, INC.
THE GABELLI SMALL CAP GROWTH FUND
6/09/95 3,000 42.9792
6/08/95 3,900 42.8750
5/24/95 1,000 42.1250
5/04/95 5,000 41.8750
THE GABELLI GLOBAL MULTI MEDIA TRUST
6/19/95 2,000 44.4325
6/16/95 3,000 44.2917
6/05/95 2,000 42.7500
5/17/95 2,000 42.5000
5/05/95 4,000 41.5844
THE GABELLI COUCH POTATO FUND
5/30/95 1,000 42.5000
5/03/95 3,500 41.9643
5/02/95 100 41.0000
4/27/95 1,000 40.6250
THE GABELLI COUCH POTATO FUND
6/19/95 3,000 44.4325
6/01/95 1,000 42.6125
5/23/95 500 42.0000
GAMCO INVESTORS, INC.
6/28/95 2,200 42.3750
6/28/95 2,000 42.5000
6/27/95 1,000- 42.7500
6/27/95 48,000 42.5000
6/27/95 1,000 42.7500
6/26/95 2,000 42.6250
6/26/95 1,000 42.7500
6/23/95 1,000- 42.8750
6/23/95 31,500 42.8750
6/23/95 1,500 43.0000
6/22/95 1,000 42.7500
6/22/95 22,200 42.7939
6/22/95 10,000 42.8563
PAGE 33 OF 37
6/22/95 1,000 42.8750
6/21/95 3,000 43.0000
6/20/95 1,000 44.0000
6/20/95 3,000 44.1250
6/20/95 15,000 44.1708
6/20/95 1,400 44.2500
6/19/95 500 44.5000
6/14/95 1,500 43.6250
6/09/95 3,500 43.0000
6/06/95 2,500 42.5000
6/02/95 4,500 42.5833
6/01/95 2,000 42.5000
5/31/95 400 42.5000
5/30/95 5,000 42.5000
5/26/95 1,500 42.3750
5/25/95 500- 42.3750
5/25/95 1,500 42.3750
5/24/95 300 42.0000
5/24/95 4,100 42.2439
5/24/95 1,700 42.2500
5/24/95 500 42.3750
5/23/95 900 41.8889
5/22/95 600 41.8542
5/19/95 500 41.8750
5/16/95 500 42.2500
5/15/95 3,000 42.1042
5/15/95 500 42.3750
5/12/95 1,900 42.5000
5/08/95 500 41.8750
4/28/95 2,000 40.4375
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NY STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.
PAGE 34 OF 37
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert E. Dolan, have made,
constituted and appointed, and by these presents do make, constitute and
appoint, Stephen
G. Bondi, Steven M. Joenk or James E. McKee, and any one of them acting
separately, my
true and lawful attorneys for me and in my name, place and stead solely for the
purpose of
executing, filing or delivering on behalf of Lynch Corporation or any of its
subsidiaries any
and all statements on Schedule 13D under the Securities and Exchange Act of
1934, and
any amendments thereof and any filing agreement relating thereto, giving and
granting unto
said attorneys full power and authority to do and perform all and every such act
as fully,
to all intents and purposes, as I might or could do if personally present, with
full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their
substitute shall lawfully do or cause to be done by virtue hereof. By this
instrument, I do
also cancel and revoke any and all prior authorizations, appointments or powers
of attorney
made, granted or given by me with respect to the matters covered hereby. This
instrument
may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day of
July, 1995.
________________________________________
Robert E. Dolan
BE IT KNOWN, that on this 3rd day of July, 1995, before me, Carole L. Rau,
a Notary Public in and for the State ofConnecticut, duly commissioned and sworn,
personally came and appeared Robert E. Dolan, to me known, and known to me to be
the
same person described in and who executed the Power of Attorney, and acknowledge
d the
within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office, the day and year last above written.
__________________________________________
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert E. Dolan, have made,
constituted and appointed, and by these presents do make, constitute and
appoint, Stephen
G. Bondi and J. Hamilton Crawford, Jr., my true and lawful attorneys for me and
in my
name, place and stead with respect to executing any and all statements on
Schedule 13D
under the Securities and Exchange Act of 1934, and amendments thereof and any
filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority
to do and perform all and every such act as fully, to all intents and purposes,
as I might or
could do if personally present, with full power of substitution and revocation,
hereby
ratifying and confirming all that said attorneys or their substitute shall
lawfully do or cause
to be done by virtue hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of
January, 1995.
________________________________________
Robert E. Dolan
BE IT KNOWN, that on this 5th day of January, 1995, before me, Mary J.
Carroll,
a Notary Public in and for the State of Connecticut, duly commissioned and
sworn,
personally known, and known to me to be the same person described in and who
executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and
deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office, the day and year last above written.
__________________________________________
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Joseph H. Epel, have made,
constituted and appointed, and by these presents do make, constitute and
appoint, Stephen
G. Bondi, Steven M. Joenk or James E. McKee, and any one of them acting
separately, my
true and lawful attorneys for me and in my name, place and stead solely for the
purpose of
executing, filing or delivering on behalf of Lynch Corporation or any of its
subsidiaries any
and all statements on Schedule 13D under the Securities Exchange Act of 1934,
and any
amendments thereof and any filing agreement relating thereto, giving and
granting unto said
attorneys full power and authority to do and perform all and every such act as
fully, to all
intents and purposes, as I might or could do if personally present, with full
power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their
substitute shall lawfully do or cause to be done by virtue hereof. By this
instrument, I do
also cancel and revoke any and all prior authorizations, appointments or powers
of attorney
made, granted or given by me with respect to the matters covered hereby. This
instrument
may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day of
July, 1995.
________________________________________
Joseph H. Epel
BE IT KNOWN, that on this 3rd day of July, 1995, before me, Carole L. Rau,
a Notary Public in and for the State of Connecticut, duly commissioned and
sworn,
personally came and appeared Joseph H. Epel, to me known, and known to me to be
the
same person described in and who executed the Power of Attorney, and
acknowledged the
within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office, the day and year last above written.
__________________________________________
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Joseph H. Epel, have made,
constituted and appointed, and by these presents do make, constitute and
appoint, Stephen
G. Bondi and J. Hamilton Crawford, Jr., my true and lawful attorneys for me and
in my
name, place and stead solely for the purpose of executing, filing or delivering
on behalf of
Lynch Corporation or any of its subsidiaries any and all statements on Schedule
13D under
the Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement
relating thereto, giving and granting unto said attorneys full power and
authority to do and
perform all and every such act as fully, to all intents and purposes, as I might
or could do
if personally present, with full power of substitution and revocation, hereby
ratifying and
confirming all that said attorneys or their substitute shall lawfully do or
cause to be done
by virtue hereof. By this instrument, I do also cancel and revoke any and all
prior
authorizations, appointments or powers of attorney made, granted or given by me
with
respect to the matters covered hereby. This instrument may not be changed
orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of
January, 1995.
________________________________________
Joseph H. Epel
BE IT KNOWN, that on this 5th day of January, 1995, before me, Mary J.
Carroll,
a Notary Public in and for the State of Connecticut, duly commissioned and
sworn,
personally came and appeared Joseph H. Epel, to me known, and known to me to be
the
same person described in and who executed the Power of Attorney, and
acknowledged the
within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office, the day and year last above written.
__________________________________________
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Mario J. Gabelli, have made,
constituted and appointed, and by these presents do make, constitute and appoint
, Stephen
G. Bondi, Steven M. Joenk or James E. McKee, and any one of them acting
separately, my
true and lawful attorneys for me and in my name, place and stead solely for the
purpose of
executing, filing or delivering any and all statements on Schedule 13D or Forms
3, 4 or 5
under the Securities Exchange Act of 1934, and any amendments thereof and any
filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority
to do and perform all and every such act as fully, to all intents and purposes,
as I might or
could do if personally present, with full power of substitution and revocation,
hereby
ratifying and confirming all that said attorneys or their substitute shall
lawfully do or cause
to be done by virtue hereof. By this instrument, I do also cancel and revoke
any and all
prior authorizations, appointments or powers of attorney made, granted or given
by me with
respect to the matters covered hereby. This instrument may not be changed
orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of
June, 1995.
________________________________________
Mario J. Gabelli
BE IT KNOWN, that on this 30th day of June, 1995, before me, Mario J.
Gabelli,
personally known, and known to me to be the same person described in and who
executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and
deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office, the day and year last above written.
__________________________________________
Notary Public