SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2)
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 Asset Management Inc.,
One Corporate Center, Rye, NY 10580-1435 (914) 921-5294
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 22, 1999
(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 Group Capital Partners, 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; WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 1,035 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 1,035 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035 (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*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
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
: 2,729 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 2,729 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,729 (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!
_________________________________________________________________
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; 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
: 528,997 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 421,833 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,997 (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
21.03%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D on the Class A
Common Stock of East/West Communications, Inc. (the "Issuer") is
being filed on behalf of the undersigned to amend the Schedule
13D, as amended (the "Schedule 13D") which was originally filed
on December 16, 1999. 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
("Mario Gabelli"), Gabelli Group Capital Partners, Inc. ("Gabelli
Partners"), and Gabelli Foundation, Inc. ("Foundation").
Gabelli Partners, formerly known as Gabelli Funds,
Inc., makes investments for its own account and is the ultimate
parent company for a variety of companies engaged in the
securities business. Gabelli Partners 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 Gabelli
Partners. 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 4. Purpose of Transaction
Item 4 to Schedule 13D is amended, in pertinent part,
as follows:
On October 22, 1999, the Issuer entered into an
Agreement and Plan of Merger (the "Omnipoint Merger Agreement"),
dated as of October 22, 1999, by and between Omnipoint
Corporation ("Omnipoint") and the Issuer, pursuant to which,
among other things, the Issuer has agreed to merge with and into
Omnipoint (the "Omnipoint Merger").
Omnipoint is also a party to an Agreement and Plan of
Reorganization (the "VoiceStream Merger Agreement"), dated as of
June 23, 1999, by and among Omnipoint, VoiceStream Wireless
Corporation and VoiceStream Wireless Holding Corporation
("VoiceStream Holdings"), pursuant to which Omnipoint will be
merged with a newly formed, wholly-owned subsidiary of
VoiceStream (the "VoiceStream Merger").
It is anticipated that the Omnipoint Merger will be
consummated immediately prior to the VoiceStream Merger. If the
Omnipoint Merger is consummated prior to the VoiceStream Merger,
(i) in the Omnipoint Merger, each outstanding share of Class A
Common Stock and Class B Common Stock of the Issuer
(collectively, the "Issuer Common Stock") will be converted into
one share of newly-authorized Series E Preferred Stock of
Omnipoint (the "Series E Preferred Stock") and (ii) each share of
Series E Preferred Stock received by the holders of the Issuer
Common Stock in the Omnipoint Merger will be converted in the
VoiceStream Merger into (x) 0.825 shares of common stock of
VoiceStream Holdings and $8.00 in cash (the "Standard Election
Consideration"), multiplied by (y) a conversion ratio (the
"Conversion Ratio") equal to 1,775,000 divided by the number of
shares of Issuer Common Stock outstanding immediately prior to
the consummation of the Omnipoint Merger. If the VoiceStream
Merger occurs prior to the consummation of the Omnipoint Merger,
each share of Issuer Common Stock will be converted into the
right to receive (x) the Standard Election Consideration,
multiplied by (y) the Conversion Ratio. If the VoiceStream Merger
Agreement is terminated prior to the consummation of the
Omnipoint Merger, each share of Issuer Common Stock will be
converted in the Omnipoint Merger into (x) one share of Omnipoint
Common Stock, multiplied by (y) the Conversion Ratio.
In connection with the execution of the Omnipoint
Merger Agreement, the Issuer and Omnipoint have entered into a
Securities Purchase Agreement (the "Omnipoint Securities Purchase
Agreement") dated October 22, 1999, pursuant to which, among
other things, Omnipoint purchased from the Issuer, on the date of
the Omnipoint Securities Purchase Agreement, 300,000 shares of
Class A Common Stock of the Issuer for aggregate consideration of
$3,000,000.
Mr. Gabelli, as a director of the Issuer, voted in
favor of the Issuer entering into the Omnipoint Merger Agreement
and Omnipoint Securities Purchase Agreement. Additional
information concerning these tranactions will be contained in the
public filings of the Issuer and Omnipoint.
The closing of the Omnipoint Merger and the VoiceStream
Merger are subject to the satisfaction of numerous conditions,
including, without limitation, receipt of requisite governmental
approvals.
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 532,971 shares, repre-
senting 21.19% of the 2,515,248 shares outstanding as reported by
the Issuer on October 26, 1999. The Reporting Persons benefi-
cially own those Securities as follows:
Shares of % of
Common Class of
Name Stock Common
Gabelli Partners 1,035 0.04%
Foundation 2,729 0.11%
Mario Gabelli 528,997 21.03%
Mario Gabelli is deemed to have beneficial ownership of
the Securities owned beneficially by Gabelli Partners and the
Foundation.
In addition, the following Covered Persons beneficially own
the following Securities:
Shares of % of
Common Class of
Name Stock Common
Richard B. Black 2,586 0.11%
Stephen G. Bondi 969 0.04%
Charles Baum 1,896 0.09%
Marc J. Gabelli 7,005 0.32%
Matthew R. Gabelli 9,465 0.43%
Eamon M. Kelly 948 0.04%
James E. McKee 582 0.02%
(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 Gabelli Partners and 19,822 of the
shares held by the Covered Persons 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 Gabelli Partners is indirect with respect to
Securities beneficially owned directly by other Reporting
Persons.
(d) With repsect to 93,176 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 Gabelli Partners 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
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: October 27, 1999
GABELLI GROUP CAPITAL PARTNERS, 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 offi-
cers 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, LLC, 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 Group Capital Partners, 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, LLC and of GAMCO Investors, Inc.;
Director/Trustee of all registered investment companies advised by
Gabelli Funds, LLC; Chairman and Chief Executive Officer of Lynch
Corporation; Director of East/West Communications, Inc.
