THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 902(g) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 11)
Under the Securities Exchange Act of 1934
HECTOR COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock Par Value $0.01 Per Share
(Title of Class and Securities)
422730101
(CUSIP Number of Class of Securities)
James E. McKee, Gabelli Funds, Inc.,
One Corporate Center, Rye, New York 10580-1434, (914) 921-5294
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 1, 1996
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this State-
ment because of Rule 13D-1(b)(3) or (4), check the following box:
____
/___/
Check the following box if a fee is being paid with this Statement:
____
/ /
<PAGE>
_________________________________________________________________
CUSIP No. 422730101 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
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(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*
HC, IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________________
CUSIP No. 422730101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli & Company, Inc. I.D. No. 13-2885006
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ______
/ X /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 963 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 963 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
963 (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
0.04%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
BD, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________________
CUSIP No. 422730101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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
: 15,637 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 15,637 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,637 (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
0.68%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________________________
CUSIP No. 422730101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli Performance Partnership L.P. I.D. No. 13-3396569
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
: (7) SOLE VOTING POWER
: 277,200 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 277,200 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,200 (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
12.17%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ------------------------------------
CUSIP No. 422730101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Inter-Community Telephone Company I.D. No. 45-0219515
_________________________________________________________________
(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
Indiana
_________________________________________________________________
: (7) SOLE VOTING POWER
: 2,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 2,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000 (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
0.09%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
____________________________________
CUSIP No. 422730101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lynch Corporation I.D. No. 38-1799862
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
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
Indiana
_________________________________________________________________
: (7) SOLE VOTING POWER
: 125,187 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 125,187 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,187 (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
5.50%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
____________________________________
CUSIP No. 422730101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mario J. Gabelli I.D. No. ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
PF
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: 35,100 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 35,100 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,100 (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
1.54%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
This Amendment No. 11 to Schedule 13D on Hector
Communications Corporation, (the "Issuer") is being filed on
behalf of the undersigned to amend the Schedule 13D amended (the
"Schedule 13D") which was originally filed on August 16, 1990.
Unless otherwise indicated, all capitalized terms used herein but
not defined herein shall have the same meaning as set forth in
the Schedule 13D.
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"), 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 institutional and individual clients, includ-
ing registered investment companies and pension plans, as
broker/dealer and as general partner of various private invest-
ment 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
Multimedia Partners, L.P. ("Multimedia Partners"), Gabelli Asset
Management Company International Advisory Services Ltd.
("GIASL"), 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 As-
sociates.
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 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
companies engaged in the securities business, each of which is
named above. In addition, GFI is an investment adviser
registered 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
Convertible Securities Fund, Gabelli Capital Asset Fund, Gabelli
International 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 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
investments 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
multimedia communications companies. GSI is a general partner of
Multimedia Partners.
GIASL is a corporation whose primary business purpose is
to provide advisory services to offshore funds.
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.
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 and GIL 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. GIL II is a corporation
organized under the laws of the British Virgin Islands having
their principal business office at c/o Coutts & Company (Cayman)
Limited, West Bay Road, Grand Cayman, British West Indies. GIASL
is a Bermuda corporation with its principal business office at
c/o Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue,
Hamilton HM12, Bermuda. 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
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, 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
hearing. 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 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part,
as follows:
(a) The aggregate number and percentage of Securities
to which this Schedule 13D relates is 456,087 shares and
represents 20.02% of 2,277,372 shares. This latter number of
shares is arrived at by adding the number of shares of common
stock reported as being outstanding from the Issuer (1,887,885
shares) to the number of shares of such stock which would be
receivable by the Reporting Persons if they were to convert all
of the Issuer's Series A Convertible Preferred Stock held by them
(389,487 shares) into the common stock of the Issuer. However,
the Reporting Persons' actual ownership of common stock is 3.53%.
The Reporting Persons beneficially own the Securities as
follows:
Shares of Non-
Shares of % of Voting Series % of
Common Class of A Conv. Preferred Class
Name Stock Common Stock Converted Converted
Gabelli & Company:
Principal 963 0.05% 963 0.04%
Agency 0 0.00% 0 0.00%
Gabelli Funds, Inc. 0 0.00% 0 0.00%
GPP 30,000 1.59% 277,200 12.17%
GIL 15,637 0.83% 15,637 0.68%
Inter-Community 2,000 0.11% 2,000 0.09%
Lynch 0 0.00% 125,187 5.50%
Mr. Gabelli 18,000 0.95% 35,100 1.54%
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
beneficially owned by each of the foregoing persons other than Mr.
Gabelli, Inter-Community and Lynch.
(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 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.
<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: March 4, 1996
Mario J. Gabelli
By:_________________________
By: James E. McKee
Attorney-in-fact
GABELLI PERFORMANCE PARTNERSHIP
By:_________________________
Mario J. Gabelli, General
Partner
by: James E. McKee
Attorney-in-Fact
LYNCH CORPORATION
By:________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
GABELLI & COMPANY, INC.
By:_________________________
James E. McKee
Secretary
INTER-COMMUNITY TELEPHONE COMPANY
By:__________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
GABELLI INTERNATIONAL LIMITED
By:_________________________
Mario J. Gabelli, Chairman
and Investment Manager
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-HECTOR COMMUNICATION
INTER-COMMUNITY TELEPHONE CORP
1/30/96 500 6.7500
1/02/96 500 7.6250
GABELLI INTERNATIONAL LTD
3/01/96 3,000- 7.1250
2/07/96 2,000- 8.1250
2/06/96 8,000- 8.1250
2/06/96 500 8.1250
GABELLI & COMPANY MARKET MAKING ACCOUNT
2/16/96 500 7.3750
2/13/96 139- 8.0000
2/01/96 1,000- 7.9375
2/01/96 1,000 8.0000
1/05/96 112- 7.1250
1/05/96 102 7.1250
1/04/96 100 7.1250
1/04/96 610 7.1250
1/03/96 500- 7.6250
1/03/96 100- 7.1250
1/02/96 498- 7.8750
1/02/96 500 7.6250
1/02/96 498 7.8750
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NASDAQ.
(2) PRICE EXCLUDES COMMISSION.
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