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
East/West Communications, Inc.
(Name of Issuer)
Class A Common Stock Par Value $.0001 Per Share
(Title of Class and Securities)
275799104
(CUSIP Number of Class of Securities)
James E. McKee, Gabelli Funds, Inc.,
One Corporate Center, Rye, NY 10580-1435 (914) 921-5294
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 11, 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 that is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e), or
240.13d-1(f) or 240.13d-1(g), check the following box [ ].
<PAGE>
_________________________________________________________________
CUSIP No. 275799104 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
_________________________________________________________________
(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
: 758 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
758 (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
0.04%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC, IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE>
_________________________________________________________________
CUSIP No. 275799104 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Foundation, Inc. I.D. No. 94-2975159
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
NV
_________________________________________________________________
: (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
0.11%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
00-PRIVATE FOUNDATION
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
_________________________________________________________________
CUSIP No. 275799104 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*
OO
_________________________________________________________________
(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
: 438,426 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 331,262 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,426 (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
24.78%
_________________________________________________________________
(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 Class A Common Stock, $.0001 par
value per share ("Securities") of East/West Communications, Inc.
(the "Issuer"), a Delaware corporation, with principal offices
located at 350 Stuyvesant Avenue, Rye, New York, New York 10580.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli
("Mario Gabelli"), Gabelli Funds, Inc. ("GFI"), and Gabelli
Foundation, Inc. ("Foundation").
GFI is the ultimate parent company for a variety of
companies engaged in the securities business. In addition, GFI is
an investment adviser registered under the Investment Advisers
Act of 1940 and provides discretionary advisory services to a
family of registered investment companies. GFI is a New York
corporation having its principal business office at One Corporate
Center, Rye, New York 10580-1434
The Foundation is a private foundation having its
principal offices at 165 West Liberty Street, Reno, Nevada 89501.
Mario Gabelli is the President, a Trustee and the Investment
Manager of the Foundation.
Mario Gabelli is a director of the Issuer and the
majority stockholder, Chairman of the Board of Directors, Chief
Executive Officer and Chief Investment Officer of GFI.
He is a citizen of the United States.
The Reporting Persons do not admit that they constitute
a group.
During the last five years, none of the Reported
Persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemenors), 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 laws or finding any violation with
respect to such laws.
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.
Item 3. Source and Amount of Funds or Other Consideration
On December 4, 1997, Lynch Corporation ("Lynch")
distributed to its shareholders in a spin-off (the "Spin-Off")
all of the Securities owned by it. As a result of the Spin-Off,
Mario Gabelli and the Foundation received 84,034 shares and 2,000
shares, respectively, of the Securities reported as beneficially
owned by them in Item 5 below. Immediateley prior to the Spin-
Off, GFI received 355,150 shares from Lynch in satisfaction of an
interest held by GFI. These transactions are described in more
detail in the Issuer's Prospectus dated December 4, 1997, which
is incorporated herein by reference. On December 11, 1998, GFI
distributed to its shareholders 354,392 shares, including 247,228
shares to Mario Gabelli, with all of these shares subject to a
voting agreement appointing Mario Gabelli a proxy with voting
power over these shares until June 26, 2001 (the "Voting
Agreement").
Item 4. Purpose of Transaction
As a member of the board of directors of the Issuer,
Mario Gabelli is involved in the business of the Issuer.
Accordingly, in the normal course of his duties as a director,
Mario Gabelli may consider, analyze, propose or vote on corporate
transactions involving the Issuer, sales or transfers of assets
of the Issuer, changes in the board of directors or management of
the Issuer, changes in the capitalization or dividend policy of
the Issuer, changes in the Issuer's business or corporate
structure and similar actions affecting the Issuer. On October
22, 1998, Mario Gabelli made a loan in the amount of $150,000 to
the Issuer which is to be repaid by October 22, 1999 or upon the
completion of a rights offering by the Issuer.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities
to which this Schedule 13D relates is 441,184 shares, repre-
senting 24.89% of the 1,772,198 shares outstanding as reported in
the Issuer's most recently filed Form 10-Q for the quarter ended
September 30, 1998. The Reporting Persons beneficially own those
Securities as follows:
Shares of % of
Common Class of
Name Stock Common
GFI 758 0.04%
Foundation 2,000 0.11%
Mario Gabelli 438,426 24.74%
Mario Gabelli is deemed to have beneficial ownership of
the Securities owned beneficially by GFI and the Foundation.
(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 (i) the shares held by GFI are subject to the Voting
Agreement, (ii) Mario Gabelli has the power to vote pursuant to
the Voting Agreement but does not have dispositive power with
respect to 107,164 shares reported by him, and (iii) the power of
Mario Gabelli and GFI is indirect with respect to Securities
beneficially owned directly by other Reporting Persons.
(c) See Item 3 above.
(d) With repsect to 70,000 of the shares reported as
beneficially owned by Mario Gabelli, a family partnership has the
right to receive and the power to direct the receipt of dividends
from, or the proceeds from the sale of, such Securities. Mario
Gabelli is the general partner of this family partnership and has
approximately a 20% interest therein. With respect to 107,164 of
the shares reported as beneficially owned by Mario Gabelli,
shareholders of GFI other than Mario Gabelli have the right to
receive and the power to direct the receipt of dividends from, or
the proceeds from the sale of, such Securities.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
On June 26, 1998, Mario Gabelli and GFI entered into a
Voting Agreement appointing Mario Gabelli proxy with complete
voting control over the 355,150 shares then held by GFI. This
proxy is irrevocable and expires on June 26, 2001. The shares which
GFI distributed and any subsequent transfers or sales of these
shares are subject to the Voting Agreement.
Item 7. Material to be Filed as an Exhibit
The following Exhibits A and B are attached hereto. 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.
Exhibit A: Joint Filing Agreement
Exhibit B: Voting Agreement
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.
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: December 16, 1998
GABELLI FUNDS, INC.
By:_________________________
James E. McKee
General Counsel
GABELLI FOUNDATION, INC.
By:___________________________
Mario J. Gabelli, President
by: James E. McKee
Attorney-in-Fact
MARIO 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., 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.
<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
Executive Officer of The Morgan
Group, Inc.; Secretary & Treasurer
United Holdings
2545 Wilkens Avenue
Baltimore, MD 21223
Dr. Eamon M. Kelly Professor
Payson Center for International
Development Technology Transfer
Tulane University
300 Herbert Lane
6823 St. Charles Avenue
New Orleans, LA 70118
Marc J. Gabelli Managing Director
Matthew R. Gabelli Vice President-Trading
Gabelli & Company
One Corporate Center
Rye, New York 10580
Officers:
Mario J. Gabelli Chairman, Chief Executive
Officer and Chief Investment
Officer
Stephen G. Bondi Executive Vice President-Finance
and Adminstration
Robert S. Zuccaro Chief Financial Officer
James E. McKee Vice President, General
Counsel and Secretary
_____________________
* Mr. Gabelli is the Chief Executive Officer and Chief
Investment 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>
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 Class A Common Stock, par value $.0001 per
share, of East/West Communications, Inc. 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 14th day of December, 1998.
MARIO J. GABELLI
By:____________________________
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
James E. McKee
General Counsel
GABELLI FOUNDATION, INC.
By:__________________________
Mario J. Gabelli, President
by: James E. McKee
Attorney-in-Fact
Exhibit B
GABELLI FUNDS, INC.
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made and
entered into as of the 26th day of June, 1998 (the "Effective Date"), by
and among Gabelli Funds, Inc., a New York corporation ("GFI") and Mario
J. Gabelli (the "Proxy Holder").
B A C K G R O U N D
A. GFI is the owner of 355,150 shares of Class A Common
Stock, par value $.0001 per share (the "Common Stock") of East/West
Communications, Inc. (the "Company") representing 20% of the shares of
Common Stock outstanding on the date hereof.
B. GFI intends to transfer all of its interest in the Common
Stock subject to the provisions herein to each of GFI's stockholders as
set forth on Schedule I to this Agreement in the form of a pro rata
distribution (the "Distribution"), such that, upon consummation of the
Distribution, the stockholders of GFI listed on Schedule I hereto
(collectively, with the transferees permitted under the Agreement and
any persons who become subject to this Agreement in accordance with the
terms hereof and GFI (the "Stockholders")) will own the Common Stock.
C. The parties hereto deem it to be in their best interests
to set forth certain provisions governing the voting of the Common Stock
and various other matters.
A G R E E M E N T
In consideration of the agreements and mutual covenants set
forth herein, the parties agree as follows:
1. Appointment of Proxy Holder. GFI hereby grants to the Proxy
Holder, simultaneously with the execution of this Agreement, its proxy,
with full power of substitution, and grants the Proxy Holder complete
control over all rights to vote or consent (including rights to be
present or absent for quorum purposes) with respect to any and all
shares of the stock of the Company which GFI now owns or any other
Stockholder may own or hold in connection with the Distribution and
hereby affirms that this proxy is coupled with an interest and is
irrevocable during the term of this Agreement.
2. Legends. Each stock certificate issued after the date hereof
evidencing shares of the Company's Common Stock subject to the
provisions of this Agreement (including any shares issued upon a
transfer, stock split, stock dividend, recapitalization, merger or other
similar event) shall at all times during the term of this Agreement bear
the following legends:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
THE PROVISIONS OF A VOTING AGREEMENT DATED AS OF JUNE 26,
1998. BY ACCEPTING ANY INTEREST IN SUCH SHARES THE
PERSON ACCEPTING THE INTEREST SHALL BE DEEMED TO AGREE TO
AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID
VOTING AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF
COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
3. Irrevocable Proxy.
(a) The irrevocable proxy created hereby shall expire three
years from the date of this Agreement, and throughout such period
the Proxy Holder shall have the exclusive right to vote the Shares
or to give written consents in lieu of voting thereon, subject to
any limitation on the right to vote contained in the certificate of
incorporation of the Company, or other certificate filed pursuant
to law, in person or by proxy, at all meetings of the stockholders
of the Company, and in all proceedings wherein the vote or written
consent of stockholders may be required or authorized by law,
subject to such instructions as are contained in this Agreement.
(b) This Agreement shall terminate prior to the date
specified in Paragraph 3(a) above upon receipt of written notice of
termination signed by the Stockholders and the Proxy Holder. The
Proxy Holder may also, in his sole and absolute discretion,
terminate the applicability of this Agreement as to any Stockholder
at any time.
4. Liability. The Proxy Holder shall use his best judgment in
voting upon the stock held by him and shall not be liable for the
consequence of any vote cast, or consent given by him, in good faith,
and in the absence of gross negligence or willful misconduct.
5. Transfer of Certificates. As long as this Agreement shall
remain in force, subject to the provisions contained of this Agreement,
no shares of Common Stock issued in connection with the Distribution to
the Stockholders may be sold, assigned, transferred, given away or in
any way disposed of (any of the foregoing being hereinafter referred to
as a "Transfer") unless:
(i) the individual, firm, corporation, partnership, trust or
other entity ("Person") in whose favor such Transfer is made
delivers to GFI a written acknowledgment that the shares of
Common Stock to be Transferred are subject to this Agreement,
and that such Person and such Person's successors-in-interest
are bound hereby and thereby in accordance with the attached
Addendum; and
(ii) such Transfer shall be made (a) pursuant to an effective
registration under the Securities Act of 1933, as amended and
as hereafter amended from time to time or an exemption from
the registration requirements thereof and (b) in accordance
with applicable state law and the terms of this Agreement.
Any attempted Transfer other than in accordance with this Agreement
shall be void, and the Company shall refuse to recognize any such
Transfer.
6. Termination Procedure. Upon the termination of this Agreement
at any time, as herein provided, the Proxy Holder at such time as he may
choose during the period commencing 20 days before and ending 20 days
after such termination, shall mail written notice of such termination to
the Stockholders at the addresses supplied to the Proxy Holder in the
Addendum attached hereto. After the date specified in any such notice
(which date shall be fixed by the Proxy Holder), this Agreement shall
cease to have any effect, provided that Paragraph 4 hereof shall survive
the termination of this Agreement.
7. Dividends. Notwithstanding anything to the contrary contained
herein, at all times the Stockholders shall be entitled to receive
payments equal to the cash dividends, if any, upon a like number and
class of shares of capital stock of the Company. If any dividend in
respect of the stock is paid, in whole or in part, in stock of the
Company having general voting powers, the Proxy Holder shall likewise
have voting power, subject to the terms of this Agreement, for stock
which is received on account of such dividend.
8. Dissolution of Company. In the event of the dissolution or
total or partial liquidation of the Company, whether voluntary or
involuntary, the Stockholders shall receive the moneys, securities,
rights, or property to which the holders of the capital stock of the
Company are entitled.
9. Rights of Proxy Holder.
(a) The Proxy Holder shall have the right, subject to the
provisions set forth in this Agreement, to exercise, in person or
by his nominees or proxies, all stockholders' voting rights and
powers in respect of all Common Stock hereunder, and to take part
in or consent to any corporate or stockholders' action of any kind
whatsoever. The right to vote shall include the right to vote for
the election of directors (including the election of the Proxy
Holder as a director), and in favor of or against any resolution or
proposed action of any character whatsoever, which may be presented
at any meeting or require the consent of stockholders of the
Company. Without limiting such general right, it is understood
that such action or proceeding may include, upon terms satisfactory
to the Proxy Holder, or to his nominees or proxies thereto
appointed by him, the mortgaging of, creating a security interest
in and/or pledging of all or any part of the property of the
Company, the lease or sale of all or any part of the property of
the Company, the commencement of voluntary bankruptcy or similar
insolvency proceedings by the Company; the commencement of any
business by the Company other than as stated in its certificate of
incorporation in effect on the date hereof; the amendment of the
certificate of incorporation of the Company; and the dissolution of
the Company, or the consolidation, merger, reorganization, or
recapitalization of the Company.
(b) In voting the stock held by him hereunder either in
person or by his nominees or proxies, the Proxy Holder shall
exercise his best judgment, subject to Paragraph 4 of this
Agreement, to select suitable directors of the Company, and,
insofar as he may be a stockholder of the Company, otherwise shall
take such part or action in respect to the management of its
affairs as he may deem necessary to the end that the Proxy Holder
may be advised on the affairs of the Company and the management
thereof; and in voting upon any matters that may come before him at
any stockholders' meeting, the Proxy Holder shall exercise like
judgment, but he shall not be personally responsible with respect
to any action taken pursuant to his vote so cast in any matter or
act committed or omitted to be done under this Agreement, provided
such commission or omission does not amount to willful misconduct
or gross negligence on his part, and provided also that the Proxy
Holder at all time exercises good faith in such matters.
10. Proxy Holder; Resignation and Succession.
(a) The Proxy Holder (and any Successor Proxy Holder) may at
any time resign by mailing to the Stockholders a written
resignation, to take effect upon the acceptance of the duties
hereunder by a Successor Proxy Holder, which Successor Proxy Holder
shall be an individual or corporation appointed by the Board of
Directors of GFI.
(b) The rights, powers, and privileges of the Proxy Holder
named hereunder shall be possessed by the Successor Proxy Holders,
with the same effect as though such successors had originally been
parties to this Agreement.
(c) It is agreed between and among the parties hereto that in
the event of a death or incapacity of Mario J. Gabelli, named Proxy
Holder, that the Board of Directors of GFI shall appoint an
individual or corporation to serve as Successor Proxy Holder. All
references to "Proxy Holder" throughout this Agreement shall be
deemed to include and mean any Successor Proxy Holder. Before any
party may serve as a Successor Proxy Holder, he or she shall
execute this Agreement reflecting their willingness and obligation
to be bound hereby.
11. Proxy Holder May Act in Other Capacities. Nothing herein
contained shall disqualify the Proxy Holder or Successor Proxy Holders,
or incapacitate him or them from serving the Company or any of its
subsidiaries as officer or director, or in any other capacity, and in
any such capacity receiving compensation or from engaging in any other
transaction with the Company duly authorized by the Board of Directors
of the Company.
12. Notice.
(a) Unless otherwise in this Agreement specifically provided,
any notice to or communication with a Stockholder hereunder shall
be deemed to be sufficiently given or made if enclosed in postpaid
envelopes by registered mail addressed to the holder at his address
as supplied to the Proxy Holder on the Addendum attached hereto.
Every notice so given shall be effective, whether or not received,
and the date of mailing shall be the date such notice is deemed
given for all purposes.
(b) Any notice to GFI hereunder shall be sufficient if
enclosed in a postpaid envelope and sent by registered mail to the
Company addressed as follows: Gabelli Funds, Inc., One Corporate
Center, Rye, New York 10580-1434, Attention: General Counsel, or to
such other address as GFI may designate by notice in writing to the
Proxy Holder.
(c) Any notice to the Proxy Holder hereunder shall be
sufficient if enclosed in a postpaid envelope and sent by
registered mail to the Proxy Holder, addressed to him at Gabelli
Funds, Inc., One Corporate Center, Rye, New York 10580-1434 or at
such addresses as may from time to time be furnished in writing by
the Proxy Holder.
13. Severability. Any provision of this Agreement prohibited or
unenforceable under any applicable law of any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof,
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provisions in any other
jurisdiction. Where, however, the conflicting provisions of any such
applicable law may be waived, they are hereby waived by the parties
hereto to the full extent permitted by law, to the end that this
Agreement shall be enforceable as written.
14. Equitable Relief. The parties hereby expressly agree that in
the event that any party hereto fails to perform any of his or its
obligations hereunder, the extent of damages to the other parties hereto
would be difficult or impossible to ascertain, and there would be
available to such other parties no adequate remedy at law.
Consequently, such other parties, or any of them, may enforce said
obligation by injunction or other equitable relief, in addition to any
other legal relief available.
15. Successors. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective heirs,
executors, administrators, representatives, successors and assigns.
16. Modification and Amendment. This Agreement may not be
modified or amended except by a writing signed by each of the parties
hereto and as to any Stockholder, by that Stockholder.
17. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of New
York.
18. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, and such counterparts
shall together constitute but one and the same instrument. A copy of
this Agreement shall be kept at the office of GFI and shall be available
for inspection by any Stockholder.
19. Pronouns. Whenever the context may require, any pronouns used
herein shall be deemed also to include the corresponding neuter,
masculine or feminine forms.
20. Headings. The headings in this Agreement are for convenience
of reference only and shall not constitute a part of this Agreement, nor
shall they affect their meaning, construction or effect.
21. Further Assurances. Each party shall cooperate and take such
action as may be reasonably requested by another party in order to carry
out the provisions and purposes of this Agreement and the transactions
contemplated hereby.
22. Entire Agreement. This Agreement represents the entire
agreement among the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings, written or oral,
among the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, GFI and the Proxy Holder have signed this
Agreement.
/s/
______________________________
MARIO J. GABELLI, as Proxy
Holder
GABELLI FUNDS, INC.
/s/
_____________________________
By:
Title:
