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
Tremont Advisers, Inc.
(Name of Issuer)
Class B Common Stock Par Value $0.01 Per Share
(Title of Class and Securities)
894729201
(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)
August 18, 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 [ ].
_________________________________________________________________
CUSIP No. 894729201 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Securities, Inc. I.D. No. 13-3379374
_________________________________________________________________
(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
: 52,500 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 52,500 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,500 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.11%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 894729201 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
: 144,611 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 144,611 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,611 (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
3.07%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 894729201 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*
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
: 281 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 281 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281 (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
0.01%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________________________________________________________
CUSIP No. 894729201 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Asset Management Inc. I.D. No. 13-4007862
_________________________________________________________________
(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
New York
_________________________________________________________________
: (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*
HC, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________________________________________________
CUSIP No. 894729201 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*
PF, 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
: 896,427 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 864,594 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
896,427 (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
19.03%
_________________________________________________________________
(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 B Common Stock, $0.01 par value per
share ("Securities"), of Tremont Advisers, Inc. (the "Issuer"), a
Delaware corporation, with principal offices located at 555 Theodore
Fremd Avenue, Rye, N.Y. 10580.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mario
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, 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 13G or implementation of
their investment philosophy may from time to time require action which
could be viewed as not completely passive. In order to avoid any
question as to whether their beneficial ownership is being reported on
the proper form and in order to provide greater investment flexibility
and administrative uniformity, these persons have decided to file
their beneficial ownership reports on the more detailed Schedule 13D
form rather than on the short-form Schedule 13G and thereby to provide
more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or
more of the following persons: Gabelli Group Capital Partners, Inc.
("Gabelli Partners"), Gabelli Asset Management Inc.
("GAMI") , Gabelli Funds, LLC ("Gabelli Funds"), GAMCO Investors,
Inc. ("GAMCO"), Gabelli Securities, Inc. ("GSI"), Gabelli & Company,
Inc. ("Gabelli & Company"), Gabelli Performance Partnership L.P.
("GPP"), GLI, Inc. ("GLI"), Gabelli Associates Fund ("Gabelli As-
sociates"), Gabelli Associates Limited ("GAL"), Gabelli & Company,
Inc. Profit Sharing Plan (the "Plan"), Gabelli International Limited
("GIL"), Gabelli International II Limited ("GIL II"), Gabelli
International Gold Fund Limited ("GIGFL"), ALCE Partners, L.P.
("ALCE"), Gabelli Multimedia Partners, L.P. ("Multimedia Partners"),
MJG Associates, Inc. ("MJG Assocciates"), Gemini Capital Management
Ltd. ("Gemini"), Gabelli Fund, LDC ("LDC"), Gabelli Foundation, Inc.
("Foundation"), Gabelli Global Partners, Ltd. ("GGP Ltd."), Gabelli
Global Partners, L.P. ("GGP L.P."), Mario Gabelli, Marc Gabelli,
Lynch, Spinnaker, Western New Mexico, Entoleter, Lynch Telecom, Lynch
Telephone and Inter-Community. Those of the foregoing persons signing
this Schedule 13D are hereafter referred to as the "Reporting Per-
sons".
Gabelli Partners makes investments for its own account and
is the parent company of GAMI. GAMI, a public company listed on the
New York Stock Exchange, is the parent company for a variety of
companies engaged in the securities business, each of which is named
below.
GAMCO, a wholly-owned subsidiary of GAMI, is an investment
adviser registered under the Investment Advisers Act of 1940, as
amended ("Advisers Act"). GAMCO is an investment manager providing
discretionary managed account services for employee benefit plans,
private investors, endowments, foundations and others.
GSI, a majority-owned subsidiary of GAMI, acts as a general
partner or investment manager to limited partnerships and offshore
investment companies and as a part of its business regularly purchases
and sells securities for its own account. It is the immediate parent
of Gabelli & Company.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a
broker-dealer registered under the Securities Exchange Act of 1934, as
amended ("l934 Act"), which as a part of its business regularly
purchases and sells securities for its own account.
GLI, wholly-owned subsidiary of GSI, is a corporation which
currently has no active operations.
Gabelli Associates is a New York limited partnership whose
primary business purpose is risk arbitrage investments. GSI and Mario
Gabelli are the general partners of Gabelli Associates.
GAL is a corporation whose primary business purpose is risk
arbitrage investments. Shares of GAL's common stock are offered to
persons who are neither citizens nor residents of the United States
and may be offered to a limited number of U.S. investors. GSI is the
investment manager of GAL.
Gabelli Funds, a wholly-owned subsidiary of GAMI, is a
limited liability company. Gabelli Funds is an investment adviser
registered under the Advisers Act which presently provides
discretionary advisory services to The Gabelli Equity Trust Inc., The
Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible
Securities Fund, Inc., The Gabelli Value Fund Inc., The Gabelli Small
Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund,
The Gabelli Global Telecommunications Fund, Gabelli Gold Fund, Inc.,
The Gabelli Global Multimedia Trust Inc., The Gabelli Global
Convertible Securities Fund, Gabelli Capital Asset Fund, Gabelli
International Growth Fund, Inc., The Gabelli Global Interactive Couch
Potato Fund, The Gabelli Utility Trust and The Gabelli Global
Opportunity Fund (collectively, the "Funds"), which are registered
investment companies.
Gabelli Advisers, Inc. ("Gabelli Advisers"), a subsidiary of
GAMI, is an investment adviser which provides discretionary advisory
services to The Gabelli Westwood Mighty Mitessm Fund.
The Plan, a qualified employee profit sharing plan, covers
substantially all employees of GAMI and its affiliates.
GPP is a limited partnership whose primary business purpose
is investing in securities. MJG Associates is the general partner of
GPP, and Mario Gabelli is a portfolio manager for GPP.
GIL is a corporation whose primary business purpose is
investing in a portfolio of equity securities and securities
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. MJG Associates is the
Investment Manager of GIL. Mario Gabelli is a portfolio manager for
GIL and Chairman of the Board of Directors of GIL.
GIL II is a corporation whose business purpose is investing
primarily in a portfolio of equity securities and securities
convertible into, or exchangeable for, equity securities in order to
achieve its investment objective of significant long-term growth of
capital. Shares of GIL II's common stock are offered to persons who
are neither citizens nor residents of the United States and may be
offered to a limited number of U.S. investors. MJG Associates is the
Investment Manager of GIL II.
Mario Gabelli is a portfolio manager and Chairman of the Board of
Directors of GIL II.
ALCE is an 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 an 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.
GGP L.P. is a partnership whose primary business purpose is
investing in Securities on a global basis. Gabelli Securities, Inc.
and Gemini Capital Management, LLC are the general partners of GGP
L.P. and Marc Gabelli is a portfolio manager for GGP L.P.
GGP Ltd. is a corporation whose primary business purpose is
investing in Securities on a global basis. Gabelli Securities,
International Limited and Gemini Capital Management, LLC are the
investment advisors of GGP Ltd. and Marc Gabelli is the portfolio
manager for GGP Ltd.
LDC is a corporation whose business purpose is investing
primarily 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. Interests are offered to insurance companies which do not
conduct any business in the United States and which are licensed where
they do business. MJG Associates is the Investment Manager of LDC.
Mario Gabelli is a portfolio manager for LDC.
MJG Associates provides advisory services to private investment
partnerships and offshore funds. Mario Gabelli is the sole
shareholder, director and employee of MJG Associates.
Gemini is a corporation whose primary business purpose is to
provide advisory services to offshore funds. Marc Gabelli is the
President and Chief Investment Officer of Gemini.
The Foundation is a private foundation. Mario Gabelli is the
President, a Trustee and the Investment Manager of the Foundation.
Lynch is a diversified public company traded on the American
Stock Exchange. Its subsidiaries are engaged in communications,
services, and manufactured products. Spinnaker, a subsidiary of
Lynch, is also a public company and its stock is traded on the NASDAQ
National Market. Spinnaker is a diversified manufacturing firm with
major subsidiaries in specialty adhesive-backed materials business.
Another of Lynch's subsidiaries, Western New Mexico, provides
telephone services in a service area in 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. Mario Gabelli is Chairman of
Lynch and beneficially owns approximately 23% of the shares of common
stock of Lynch.
Mario Gabelli is the majority stockholder and Chairman of
the Board of Directors and Chief Executive Officer of Gabelli Partners
and GAMI, and the Chief Investment Officer for each of the Reporting
Persons which are entities other than Gemini. Gabelli Partners is the
majority shareholder of GAMI. GAMI, in turn, is the sole stockholder
of GAMCO. GAMI is also the majority stockholder of GSI and the
largest shareholder of Gabelli Advisers. Gabelli & Company is a
wholly-owned subsidiary of GSI. GLI is a wholly-owned subsidiary of
GSI. Marc Gabelli is the majority stockholder of Gemini.
The Reporting Persons do not admit that they constitute a
group.
Gabelli Partners, GAMI, GAMCO, Gabelli & Company and GLI are
New York corporations and GSI and Gabelli Advisers are Delaware
corporations, each having its principal business office at One
Corporate Center, Rye, New York 10580. Gabelli Funds is a New York
limited liability company having its principal business office at One
Corporate Center, Rye, New York 10580. GPP is a New York limited
partnership having its principal business office at 401 Theodore Fremd
Ave., Rye, New York 10580. MJG Associates is a Connecticut
corporation having its principal business office at 401 Theodore Fremd
Ave., Rye, New York 10580. Gabelli Associates is a New York limited
partnership having its principal business office at One Corporate
Center, Rye, New York 10580. Alce and Multimedia Partners and GGP L.P.
are Delaware limited partnerships each having its principal business
office at One Corporate Center, Rye, New York 10580. GAL and GIL are
corporations organized under the laws of the British Virgin Islands,
and GGP Ltd. is a corporation organized under the laws of the Cayman
Islands, each having its 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 its principal business office at c/o Coutts & Company (Cayman)
Limited, West Bay Road, Grand Cayman, British West Indies. Gemini is
a Bermuda corporation having its principal business office at c/o
Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue, Hamilton
HM12, Bermuda. LDC is a corporation organized under the laws of the
British Virgin Islands having its pricipal business office at c/o
Tremont (Bermuda) Limited, Tremont House, 4 Park Road, Hamilton HM II,
Bermuda. The Foundation is a private foundation having its principal
offices at 165 West Liberty Street, Reno, Nevada 89501. Lynch is an
Indiana corporation having its principal business office at 401
Theodore Fremd Avenue, Rye, NY 10580. Spinnaker is a Delaware
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 specifically
addressing the special circumstances that arose from their affiliation
with Lynch Corporation, a public company. To resolve this matter,
Gabelli & Company and GAMCO agreed to cease and desist from violating
Section 15(f) of the 1934 Act and Section 204A of the Advisers Act,
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.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
The Issuer was formed in June 1987 under the name of Lynch
Asset Management Corporation as a wholly-owned subsidiary of Lynch.
The Reporting Persons other than Lynch acquired the Securities owned
by them at $0.40 per share (on a pre-split basis) in connection with
the rights offering dated January 6, 1992 to shareholders of Lynch, or
as a result of the subsequent distribution or transfer of such shares
among such Reporting Persons. On December 11, 1998, Gabelli Partners
distributed to its shareholders 105,275 shares (on a pre-split basis),
including 73,442 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
The Reporting Persons are not involved in the day-to-day
business of the Issuer. From time to time, however, Mario Gabelli may
suggest or propose to the Issuer's management or Board of Directors
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.
Lynch expects to transfer all of its holdings of the
Securities to Brighton Communications Corporation, a wholly-owned
subsidiary of Lynch Interactive Corporation ("LIC"), prior to the
spin-off of LIC from Lynch which is expected to be completed this
week.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to
which this Schedule 13D relates is 1,093,819 shares and represents
23.22% of 4,710,191 shares outstanding. This latter number of shares
is arrived at by adding the number of shares outstanding as reported
by the Issuer on August 26, 1999 (4,006,851 shares) to the number of
shares which would be receivable by the Reporting Persons if they were
to convert all of the Issuer's Class A Common Stock held by them
(703,340 shares) into the Class B Common Stock of the Issuer. The
Reporting Persons beneficially own the Securities as follows:
Shares of % of Shares of % of
Class B Common Class of Class B Common, Class
Name Stock Common Converted Converted
GSI 0 0.00% 52,500 1.11%
Gabelli Partners 0 0.00% 281 0.01%
Lynch 144,611 3.61% 144,611 3.07%
Mario Gabelli 245,868 6.14% 896,427 19.03%
Mario Gabelli is deemed to have beneficial ownership of
the Securities beneficially owned by each of the foregoing persons.
Gabelli Partners and GAMI are deemed to have beneficial ownership of the
Securities beneficially owned by each of the foregoing persons other
than Mario Gabelli and Lynch.
In addition, the following Covered Persons beneficially own
the following Securities:
Shares of % of Shares of % of
Class B Common Class of Class B Common Class
Name Stock Common Converted Converted
Richard B. Black 1,701 0.04% 2,404 0.05%
Stephen G. Bondi 956 0.02% 1,219 0.03%
Charles Baum 0 0.00% 703 0.01%
Paul J. Evanson 0 0.00% 32,310 0.69%
Marc J. Gabelli 4,767 0.12% 7,368 0.16%
Matthew R. Gabelli 4,975 0.12% 8,214 0.17%
Eamon M. Kelly 850 0.02% 1,202 0.03%
James E. McKee 0 0.00% 158 0.00%
Salvatore Muoio 681 0.02% 3,434 0.07%
(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 of Class A Common Stock held by Gabelli Partners
and 5,888 of those 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 31,833 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.
(c) None.
(d) With repsect to 409,564 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 31,833 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
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
On June 26, 1998, Mario Gabelli and Gabelli Partners entered
into a Voting Agreement appointing Mario Gabelli proxy with complete
voting control over the 105,500 shares then held by Gabelli Partners.
This proxy is irrevocable and expires on June 26, 2001. The shares which
Gabelli Partners 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 C are attached hereto. The
following Exhibit B is incorporated by reference to Exhibit B in the
initial Schedule 13D of COMSAT Corporation.
Exhibit A: Joint Filing Agreement
Exhibit B: Powers of Attorney to Stephen G. Bondi,
Peter D. Goldstein, and James E. McKee from
Robert E. Dolan.
Powers of Attorney to Stephen G. Bondi,
Peter D. Goldstein, and James E. McKee
from Mario J. Gabelli.
Powers of Attorney to Stephen G. Bondi,
Peter D. Goldstein, and James E. McKee
from Marc J. Gabelli.
Exhibit C: Voting Agreement
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: August 30, 1999
GABELLI GROUP CAPITAL PARTNERS, INC.
By:_________________________
James E. McKee
Secretary
GABELLI SECURITIES, INC.
By:___________________________
James E. McKee
Secretary
LYNCH CORPORATION
By:__________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
MARIO J. GABELLI
By:_____________________________
James E. McKee
Attorney-in-Fact
MARC J. GABELLI
By:_____________________________
James E. McKee
Attorney-in-Fact
<PAGE>
Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as
follows:
The following sets forth as to each of the executive officers
and directors of the undersigned: his name; his business address; and
his present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted. Unless otherwise specified, the principal
employer of each such individual is Gabelli Group Capital Partners,
Inc., Gabelli Asset Management Inc., Gabelli Funds, LLC, 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.
<PAGE>
Gabelli Group Capital Partners, Inc.
Directors:
Mario J. Gabelli*
Richard B. Black President and Director of
Oak Technology, Inc.;
Chairman ECRM; 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
John C. Ferrara Business Consultant; Director of
Lynch Corporation
c/o Gabelli Funds, Inc.
One Corporate Center
Rye, NY 10580
Dr. Eamon M. Kelly Professor
Payson Center for International
Development Technology Transfer
Tulane University
300 Hebert Hall
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 Administration
_____________________
* Mr. Gabelli is the Chief Executive Officer and Chief
Investment Officer of Gabelli Group Capital Partners, Inc., Gabelli
Asset Management Inc. and 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>
Robert S. ZuccaroVice President and Chief Financial
Officer
James E. McKee Vice President, General
Counsel and Secretary
Gabelli Asset Management Inc.
Directors:
Mario J. Gabelli See above
Richard B. Black See above
Charles C. Baum See above
Dr. Eamon M. Kelly See above
Karl Otto Pohl (1) Sal Oppenheim Jr. & Cie
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany
Officers:
Mario J. Gabelli Chairman, Chief Executive
Officer and Chief Investment
Officer
Stephen G. Bondi Executive Vice President-Finance
and Adminstration
Robert S. Zuccaro Vice President and Chief Financial
Officer
James E. McKee Vice President, General
Counsel and Secretary
GAMCO Investors, Inc.
Directors:
Mario J. Gabelli
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina M. Pitaro
F. William Scholz, II
Officers:
Mario J. Gabelli Chief Executive Officer
and Chief Investment Officer
Joseph R. Rindler, Jr. Chairman
Douglas R. Jamieson Executive Vice President and
Chief Operating Officer
Robert S. Zuccaro Vice President and Chief
Financial Officer
Stephen G. Bondi Vice President
James E. McKee Vice President, General Counsel
and Secretary
Peter D. Goldstein Deputy General Counsel and
Assistant Secretary
Gabelli Funds, LLC
Officers:
Mario J. Gabelli Chief Investment Officer
Bruce N. Alpert Executive Vice President and
Chief Operating Officer
Gus Coutsouros Vice President and Chief Financial
Officer
Stephen G. Bondi Vice President
James E. McKee Secretary
Gabelli Advisers, Inc.
Directors:
Bruce N. Alpert
John D. Gabelli
Joseph R. Rindler, Jr.
Officers:
Bruce N. Alpert Chief Operating Officer
Stephen G. Bondi Vice President
James E. McKee Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake President of W.R. Blake
& Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas G. DeVivo General Partner of ALCE
Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Joseph R. Rindler, Jr. See above
Officers:
Stephen G. Bondi Vice President
Robert S. Zuccaro Vice President-Finance
James E. McKee Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
Stephen G. Bondi See above
Donald C. Jenkins Director of Research
Officers:
James G. Webster, III Chairman
Stephen G. Bondi Vice President
Bruce N. Alpert Vice President-Mutual Funds
Walter K. Walsh Compliance Officer
James E. McKee Secretary
GLI, Inc.
Directors:
Mario J. Gabelli See above-Gabelli Group Capital
Partners, Inc.
Officers:
Mario J. Gabelli Chairman and Chief Investment
Officer
Stephen G. Bondi Vice President
Gabelli Associates Limited
Directors:
Mario J. Gabelli See above-Gabelli Group Capital
Partners, Inc.
Roger Hanson (2) MeesPierson (Cayman)
Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British
WestIndies
Officers:
Mario J. Gabelli Chief Investment Officer
Kevin Bromley (2) Vice President, Treasurer and
Assistant Secretary
Sandra Wright (2) Secretary and Assistant Treasurer
Gabelli International Limited
Directors:
Mario J. Gabelli See above-Gabelli Group Capital
Partners, Inc.
Roger Hanson (2) MeesPierson (Cayman)
Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Officers:
Kevin Bromley (2) 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 Wright (2) Secretary and Assistant Treasurer
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Gemini Capitial Management Ltd.
Directors:
Marc J. Gabelli See above-Gabelli Group Capital
Partners, Inc.
Stephen G. Bondi See Above-Gabelli Group Capital
Partners, Inc.
Michael A. Salatto Controller, Gabelli Securities,
Inc.
Michael J. Burns (3) Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Douglas Molyneux (3) Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Gabelli Fund, LDC
Directors:
Johann S. Wong (4) c/o Tremont (Bermuda)
Limited
Tremont House
4 Park Road
Hamilton HM 11, Bermuda
Peter D. Anderson (5) Givens Hall Bank & Trust
Genesis Building
P.O. Box 2097
Grand Cayman, Cayman Islands
BWI3459498141
Karl Otto Pohl See above
Anthonie C. van Ekris See below
Gabelli Global Partners, Ltd.
Directors:
Stephen G. Bondi See above
Marc J. Gabelli See above
Patrick Salvisberg (6) Vice President
Institutional Capital Markets
Bear Stearns International Ltd.
Marco Sampelligrini (7) Banco Intesa
Milan, Italy
Antonie Van Ekris See below
Lynch Corporation
401 Theodore Fremd Avenue
Rye, NY 10580
Directors:
Paul J. Evanson President
Florida Light & Power Co.
P.O Box 14000
700 Universe Blvd.
Juno Beach, Fl 33408
Mario J. Gabelli See above-Gabelli Group Capital
Partners, Inc.
E. Val Cerutti Business Consultant
Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10540
Ralph R. Papitto Chairman of the Board
AFC Cable Systems, Inc.
50 Kennedy Plaza
Suite 1250
Providence, RI 02903
Salvatore Muoio Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022
John C. Ferrara Business Consultant
c/o Lynch Corporation
401 Theodore Fremd Ave
Rye, NY 10580
David C. Mitchell Business Consultant
c/o Lynch Corporation
401 Theodore Fremd Ave
Rye, NY 10580
Officers:
Mario J. Gabelli Chairman and Chief Executive
Officer
Robert E. Dolan Chief Financial Officer
Carmine Ceraolo Assistant Controller
Robert A. Hurwich Vice President-Administration,
Secretary and General Counsel
Spinnaker Industries, Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Directors:
Joseph P. Rhein 5003 Central Avenue
Ocean City, NJ 08226
Richard J. Boyle The Boyle Group, Inc.
6110 Blue Circle Drive
Suite 250
Minnetonka, MN 55343
Ned N. Fleming, III Boyle, Fleming,
& Co., Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Robert E. Dolan See above Lynch Corporation
Anthonie C. van Ekris Chairman and Chief
Executive Officer
Balmac International, Inc.
61 Broadway
Suite 1900
New York, NY 10006
Frank E. Grzelecki President
Saugatuck
1 Canterbury Green
Stamford, CT 06901
Officers:
Ned N. Fleming, III President and Chief Operating
Officer
Richard J. Boyle Chairman and Chief Executive
Officer
Robert A. Hurwich Secretary
Mark A. Matteson Vice President, Corporate
Development
Craig Jennings Vice President, Finance and
Treasurer
Entoleter, Inc.
251 Welton Street
Hamden, CT 06517
Directors:
Ned N. Fleming, III See above-Spinnaker
Mark A. Matteson See above-Spinnaker
Robert P. Wentzel See above Entoleter
James Fleming 230 Saugatuck Avenue, Unit 8
Westport, CT 06880
Officers:
Robert P. Wentzel President
Mark R. Matteson Vice President
Charles DeMarino Controller & Secretary
Western New Mexico Telephone Company
314 Yankee Street
Silver City, NM 88062
Directors:
Jack W. Keen Chairman and President
Dr. Brian E. Gordon Vice President
Mary Beth Baxter Secretary & Treasurer
John Clay Keen Route 6
Box 270
Greenville, TX 75401
Robert E. Dolan See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Carmine Ceraolo See above-Lynch Corporation
Mary J. Carroll See above-Lynch Corporation
Eugene P. Connell See above-Lynch Corporation
Michael F. Mangan See below-Lynch Telecommunications
Corporation
Officers:
Jack W. Keen Chairman and President
Dr. Brian E. Gordon Vice President
Charles M. Baxter Sr. Vice President-Operations
Mary Beth Baxter Secretary & Treasurer
Robert A. Hurwich Assistant Treasurer
Inter-Community Telephone Company
P.O. Box A
Nome, ND 58062
Directors:
Mary J. Carroll See above-Lynch Corporation
Robert E. Dolan See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Eugene P. Connell See above-Lynch Corporation
Harry B. Snyder P.O. Box 131
Buffalo, ND 58011
Robert Snyder 200 Broadway South
Buffalo, ND 58011
Keith S. Andersen See above-Inter-Community Telephone
Company
Robert Reff See above-Inter-Community Telephone
Company
Michael F. Mangan See below-Lynch Telecommunications
Corporation
Jack Bently 1210 E. Washington Ave
Gilbert, AZ 85234
Officers:
Robert Snyder President
Keith S. Andersen Secretary
Harry B. Snyder Treasurer
Robert A. Hurwich Assistant Secretary
Lynch Telecommunications Corporation
401 Theodore Fremd Avenue
Rye, NY 10580
Directors:
Richard A. Kiesling 2801 International Lane
Suite 207
Madison, WI 53740
Robert E. Dolan See above-Lynch Corporation
Jack W. Keen See above-Lynch Corporation
Robert A. Snyder See above-Inter-Community
Telephone Company
Michael F. Mangan See above-Lynch Corporation
Officers:
Robert A. Hurwich Secretary
Michael F. Mangan Treasurer and
Assistant Secretary
Robert E. Dolan President, Controller, Assistant
Treasurer, and Assistant Secretary
Lynch Telephone Corporation
401 Theodore Fremd Avenue
Rye, NY 10580
Directors:
Robert E. Dolan Controller
Jack W. Keen President
Robert A. Hurwich See above-Lynch Corporation
Michael F. Mangan See above-Lynch Telecommunications
Corporation
Officers:
Jack W. Keen President
Robert A. Hurwich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Vice President and Controller
(1) Citizen of Germany
(2) Citizen of the Cayman Islands
(3) Citizen of Bermuda
(4) Citizen of Bermuda and Canada
(5) Citizen of the UK
(6) Citizen of Switzerland
(7) Citizen of Italy
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 B Common Stock, par value $0.01 per
share, of Tremont Advisers, Inc. and that this Agreement be
included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 26th day of August, 1999.
MARIO J. GABELLI
By:____________________________
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, LLC
By:_________________________
James E. McKee
General Counsel
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Executive Vice President
GABELLI SECURITIES, INC.
By:_________________________
James E. McKee
Secretary
GABELLI & COMPANY, INC.
By:_________________________
James E. McKee
Secretary
GABELLI PERFORMANCE
PARTNERSHIP, L. P.
By:_________________________
MJG Associates, Inc.,
General Partner
by: Mario J. Gabelli, President
by: James E. McKee
Attorney-in-Fact
GLI, INC.
By:_________________________
Mario J. Gabelli
Chairman
by: James E. McKee
Attorney-in-Fact
GABELLI ASSOCIATES FUND
By:_________________________
Gabelli Securities, Inc.,
General Partner
by: James E. McKee
Secretary
GABELLI ASSOCIATES LIMITED
By:_________________________
Gabelli Securities,Inc.,
Investment Manager
by: James E. McKee
Secretary
GABELLI & COMPANY, INC.
PROFIT SHARING PLAN
By:_________________________
Douglas R. Jamieson
Trustee
GABELLI INTERNATIONAL LIMITED
By:_________________________
Mario J. Gabelli, Chairman
by: James E. McKee
Attorney-in-Fact
GABELLI INTERNATIONAL II LIMITED
By:_________________________
Mario J. Gabelli, Chairman
by: James E. McKee
Attorney-in-Fact
LYNCH CORPORATION
By:________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
SPINNAKER INDUSTRIES, INC.
By:_________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
WESTERN NEW MEXICO
By:____________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
ALCE PARTNERS, L.P.
By:__________________________
Gabelli Securities, Inc.
General Partner
by: James E. McKee
Secretary
GABELLI MULTIMEDIA PARTNERS, L.P.
By:__________________________
Gabelli Securities, Inc.
General Partner
by: James E. McKee
Secretary
INTER-COMMUNITY TELEPHONE COMPANY
By:___________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
GEMINI CAPITAL MANAGEMENT LIMITED
By:___________________________
Marc J. Gabelli
President
by: James E. McKee
Attorney-in-Fact
GABELLI FOUNDATION, INC.
By:__________________________
Mario J. Gabelli, President
by: James E. McKee
Attorney-in-Fact
GABELLI ADVISERS, INC.
By:_________________________
James E. McKee
Secretary
MARC J. GABELLI
By:_____________________________
James E. McKee
Attorney-in-Fact
GABELLI GROUP CAPITAL PARTNERS, INC.
By:_____________________________
James E. McKee
Secretary
GABELLI ASSET MANAGEMENT INC.
By:_____________________________
James E. McKee
General Counsel
Exhibit C
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 105,500 shares of Class A Common
Stock, par value $.01 per share (the "Common Stock") of Tremont
Advisers,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:
