View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TREDEGER INDUSTRIES
(Name of Issuer)
Common Stock Par Value $1.00 Per Share
(Title of Class and Securities)
894650100
(CUSIP Number of Class of Securities)
J. Hamilton Crawford Jr. , Gabelli Funds, Inc.,
One Corporate Center, Rye, NY 10580-1434 (914) 921-5067
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 12, 1994
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this State-
ment because of Rule 13D-1(b)(3) or (4), check the following box:
____
/___/
Check the following box if a fee is being paid with this State-
ment:
_____
/ x /
_________________________________________________________________
CUSIP No. 894650100 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli Funds, Inc. I.D. No. 13-3056041
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ x /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 247,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 247,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,000 (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
2.27%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_____________________________________
CUSIP No. 894650100 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GAMCO Investors, Inc. I.D. No. 13-2951242
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO: Funds of investment advisory clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ x /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 499,300 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 501,800 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
501,800 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.61%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________________________
CUSIP No. 894650100 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mario J. Gabelli I.D. No. ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ x /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
The class of equity security to which this statement on
form Schedule 13D relates is the Common Stock, par value $1.00 per
share ("Securities"), of TREDEGAR, INDUSTRIES, (the "Issuer"), a
Virginia corporation, with principal offices located at 1100
Boulders Parkway, Richmond, Virginia 23225.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mr.
Gabelli") and various entities which he directly or indirectly
controls and for which he acts as chief investment officer. These
entities, except for Lynch Corporation ("Lynch"), Safety Railway
Service Corporation ("Safety Railway"), Western New Mexico
Telephone Company ("Western New Mexico") and Inter-Community
Telephone Company ("Inter-Community") engage in various aspects of
the securities business, primarily as investment advisor to various
institutional and individual clients, including registered
investment companies and pension plans, as broker/dealer and as
managing general partner of various private investment partner-
ships. Certain of these entities may also make investments for
their own account.
The foregoing persons in the aggregate often own benefi-
cially more than 5% of a class of equity securities of a particular
Issuer. Although several of the foregoing persons are treated as
institutional investors for purposes of reporting their beneficial
ownership on the short-form Schedule 13G, the holdings of those who
do not qualify as institutional investors may exceed the 1%
threshold presented for filing on Schedule 13D or implementation of
their investment philosophy may from time to time require action
which could be viewed as not completely passive. In order to avoid
any question as to whether their beneficial ownership is being
reported on the proper form and in order to provide greater
investment flexibility and 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 Funds, Inc. ("GFI"),
GAMCO Investors, Inc. ("GAMCO"), Gabelli Securities, Inc. ("GSI"),
Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli Performance
Partnership ("GPP"), GLI, Inc. ("GLI"), The Gabelli Associates Fund
("Gabelli Associates"), Gabelli Associates Limited ("GAL"), The
Gabelli & Company, Inc. Profit Sharing Plan (the "Plan"); Gabelli
International Limited ("GIL"), Gabelli International II Limited
("GIL II"), Mario J. Gabelli ("Mr. Gabelli"), Lynch, Safety
Railway, Western New Mexico and Inter-Community. Those of the
foregoing persons signing this Schedule 13D are hereafter referred
to as the "Reporting Persons".
GAMCO, a majority owned subsidiary of GFI, is an
investment adviser registered under the Investment Advisers Act of
1940, as amended. GAMCO is a money manager providing discretionary
managed account services in the equity area for employee benefit
plans, private investors, endowments and foundations.
Gabelli & Company, a wholly-owned subsidiary of GSI, is
a broker-dealer registered under the l934 Act, which as a part of
its business regularly purchases and sells securities for its own
account. In addition, shares are held for clients who have granted
Gabelli & Company trading authorization over their investment
accounts.
GLI, a wholly-owned subsidiary of GSI, is a general
partner of G&R Partners, a Delaware partnership ("G&R"), which, in
turn ,is the general partner of Gabelli-Rosenthal & Partners, L.P.,
a Delaware limited partnership ("G-R"), whose primary business
purpose is to do friendly leveraged buyouts. At the present time,
G-R's sole business purpose is to monitor the existing portfolio
investments.
Gabelli Associates, a New York limited partnership, is a
limited partnership whose primary business purpose is risk
arbitrage investments. GSI and Mr. 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 will be
offered only to persons who are neither citizens nor residents of
the United States and may be offered to a limited number of U.S.
investors consisting primarily of pension and profit sharing
trusts, charities and other tax-exempt entities. The investments
of GAL are managed by Gabelli Securities, Inc. (the "Investment
Manager") with Mr. Gabelli as the Chief Investment Officer.
GSI, a majority owned subsidiary of GFI, is a holding
company which as a part of its business regularly purchases and
sells securities for its own account. It is the immediate parent
of Gabelli & Company. In addition, GSI and Mr. Gabelli are the
general partners of Gabelli Associates.
On August 31, 1990, Gabelli Funds, Inc., formerly a
wholly-owned subsidiary of The Gabelli Group, Inc. ("TGGI") was
merged into TGGI. Subsequent to the merger on September 18, 1990,
TGGI's name was changed to Gabelli Funds, Inc. ("GFI"). GFI is the
ultimate parent company for a variety of companies engaged in the
securities business, each of which is named above. In addition,
GFI is an investment adviser registered under the Investment
Advisers Act of 1940, as amended. GFI is an investment adviser
which presently provides discretionary managed account services for
The Gabelli Equity Trust, Inc., The Gabelli Asset Fund, The Gabelli
Growth Fund, The Gabelli Convertible Securities Fund, 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, The Gabelli Global Convertibles Securities
Fund, and the Gabelli Global Interactive Couch Potato Fund which
are registered management investment companies.
The Plan, a qualified employee profit sharing plan,
covers substantially all employees of GFI and its affiliates.
GPP, a Delaware limited partnership, is a limited
partnership whose primary business purpose is investments in
securities. Mr. Gabelli is the general partner and chief invest-
ment officer of GPP.
GIL is a corporation whose primary business purpose is
investing 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's Common Stock are
offered only to persons who are neither citizens nor residents of
the United States and may be offered to a limited number of U.S.
investors consisting primarily of pension and profit sharing
trusts, charities and other tax-exempt entities. The investments
of GIL are managed by Mr. Gabelli (the "Investment Manager") who is
also a director and Chairman of the Board of Directors of GIL.
GIL II is a corporation whose primary 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's II Common Stock are
offered only to persons who are neither citizens nor residents of
the United States and may be offered to a limited number of U.S.
investors consisting primarily of pension and profit sharing
trusts, charities and other tax-exempt entities. The investments
of GIL II are managed by Mr. Gabelli (the "Investment Manager") who
is also a director and Chairman of the Board of Directors of GIL
II.
Lynch, an Indiana corporation, is a diversified public
company traded on the American Stock Exchange. Its subsidiaries
are engaged in communications, services, securities brokerage and
manufactured products. Safety Railway, a Delaware subsidiary of
Lynch, is also a public company and its stock is traded through the
NASDAQ System. Safety Railway manufactures and sells industrial-
process and air pollution control equipment. Another of Lynch's
subsidiaries, Western New Mexico, provides telephone services in a
service area in Southwestern New Mexico. Inter-Community, which is
also a subsidiary of Lynch, provides local telephone services in an
area 40 miles west of Fargo, North Dakota. Lynch and Safety
Railway actively pursue new business ventures and acquisitions.
Lynch, Safety Railway, Western New Mexico and Inter-Community make
investments in marketable securities to preserve capital and
maintain liquidity for financing their business activities and
acquisitions (not in the case of Western New Mexico) and are not
engaged in the business of investing, reinvesting, or trading in
securities. Mr. Gabelli is Chairman of Lynch. GFI and its af-
filiates beneficially own 41.36% of the shares of Common stock of
Lynch, including shares obtainable upon the conversion of the
Convertible Debentures of Lynch. Of this amount, Mario J. Gabelli
beneficially owns 25.01% for his own account.
Mr. Gabelli is the majority stockholder and Chairman of
the Board of Directors and Chief Executive Officer of GFI and the
Chief Investment Officer for each of the Reporting Persons. GFI,
in turn, is the majority stockholder of GAMCO. GFI is the majority
stockholder of GSI. Gabelli & Company is a wholly-owned subsidiary
of GSI. GLI is a wholly-owned subsidiary of GSI.
The Reporting Persons do not admit that they constitute
a group.
GFI, GAMCO, Gabelli & Company and GLI are New York
corporations and GSI are Delaware corporations, each having its
principal business office at One Corporate Center, Rye, New York
10580-1434. GPP is a Delaware limited partnership having its
principal business office at 8 Sound Shore Drive, Greenwich,
Connecticut, 06830. Gabelli Associates is a New York limited
partnership having its principal business office at One Corporate
Center, Rye, New York 10580-1434. GAL, GIL, and GIL II are corpora-
tions organized under the laws of the British Virgin Islands having
their principal business office at c/o MeesPierson (Cayman)
Limited, British American Centre, Dr. Roy's Drive-Phase 3, George
Town, Grand Cayman, British West Indies. Lynch is an Indiana
corporation having its principal business office at 8 Sound Shore
Drive, Greenwich, CT 06830. Safety Railway 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 August l7, l988, the parties named in the
following administrative order consented to its entry by the
Securities and Exchange Commission, prior to the adjudication of
any issue of fact or law and without admitting or denying any of
the allegations: In the Matter of The Gabelli Group, Inc.,
Gabelli-Rosenthal & Partners, L.P, G&R Partners, Gabelli Funds,
Inc., GAMCO Investors, Inc. and Mario J. Gabelli, Securities
Exchange Act of l934 Release No. 26005, Investment Act of l940
Release No. 16527. In substance, in its order, the Commission made
findings that the entities and Mr. Gabelli violated Section 13(d)
of the Securities Exchange Act of 1934 and Rule 13D-1 thereunder
("Section 13(d)") by failing to make a timely filing of a Schedule
13D (rather than a Schedule 13G on which certain of the entities
reported their holdings) disclosing that the respondents formed a
group to acquire or influence the control of DiGiorgio Corporation
("DiGiorgio") and that the entities (and not Mr. Gabelli) violated
Section l7(d) of the Investment Company Act of 1940 and Rule 17d-1
thereunder ("Section 17(d)") by seeking a leveraged buy-out trans-
action with DiGiorgio in which certain affiliated investment com-
panies had an investment. The order requires the entities and Mr.
Gabelli to comply with Section 13(d) and the entities to comply
with Section l7(d) and requires the respondents to retain inde-
pendent counsel to review their practices and procedures for
compliance with Sections 13(d) and l7(d), to submit the counsel's
report to the board of directors of the respondent entities and to
the investment companies they advise and to provide the Staff of
the Securities and Exchange Commission with such counsel's report
and any action taken in response thereto.
The independent counsel's report and suggested procedures
were presented to the Board of Directors of the respondent entities
and to the investment companies they advise. The Boards and manage-
ment of all the entities adopted the recommended procedures in
November of 1988. In addition the report and the action taken by
the entities and their Boards were provided to the staff of the
Securities and Exchange Commission on November 15, 1988.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
All Reporting Persons used an aggregate of approximately
$5,225,085 to purchase its Securities. GAMCO and GFI used approxi-
mately $4,953,442 and $271,643, respectively, of funds that were
provided through the accounts of certain of their investment
advisory clients (and, in the case of some of such accounts at
GAMCO, may be through borrowings from client margin accounts) in
order to purchase the Securities for such clients.
Item 4. Purpose of Transaction
Each of the Reporting Persons, with the exceptions of
Lynch and Safety Railway, has purchased and holds the Securities
reported by it for investment for one or more accounts over which
it has shared, sole, or both investment and/or voting power, for
its own account, or both.
The Reporting Persons, with the exceptions of Lynch and
Safety Railway, are engaged in the business of securities analysis
and investment and pursue an investment philosophy of identifying
undervalued situations. In pursuing this investment philosophy,
the Reporting Persons analyze the operations, capital structure and
markets of companies in which they invest, including the Issuer, on
a continuous basis through analysis of documentation and discus-
sions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of
management). The Reporting Persons do not believe they possess
material inside information concerning the Issuer. As a result of
these analytical activities one or more of the Reporting Persons
may issue analysts reports, participate in interviews or hold
discussions with third parties or with management in which the
Reporting Person may suggest or take a position with respect to
potential changes in the operations, management or capital
structure of such companies as a means of enhancing shareholder
values. Such suggestions or positions may relate to one or more of
the transactions specified in clauses (a) through (j) of Item 4 of
the Schedule 13D form, including, without limitation, such matters
as disposing of one or more businesses, selling the company or
acquiring another company or business, changing operating or
marketing strategies, adopting or not adopting, certain types of
anti-takeover measures and restructuring the company's capitaliza-
tion or dividend policy.
Each of the Reporting Persons intends to adhere to the
foregoing investment philosophy with respect to the Issuer. How-
ever, none of the Reporting Persons intends to seek control of the
Issuer or participate in the management of the Issuer, and any
Reporting Person that is registered as an investment company under
the l940 Act will participate in such a transaction only following
receipt of an exemption from the SEC under Rule l7D-l under the
l940 Act, if required, and in accordance with other applicable law.
In pursuing this investment philosophy, each Reporting
Person will continuously assess the Issuer's business, financial
condition, results of operations and prospects, general economic
conditions, the securities markets in general and those for the
Issuer's securities in particular, other developments and other
investment opportunities, as well as the investment objectives and
diversification requirements of its shareholders or clients and its
fiduciary duties to such shareholders or clients. Depending on
such assessments, one or more of the Reporting Persons may acquire
additional Securities or may determine to sell or otherwise dispose
of all or some of its holdings of Securities. Although the
Reporting Persons share the same basic investment philosophy and
although portfolio decisions are made by or under the supervision
of Mr. Gabelli, the investment objectives and diversification
requirements of various clients differ from those of other clients
so that one or more Reporting Persons may be acquiring Securities
while others are disposing of Securities.
With respect to voting of the Securities, the Reporting
Persons have adopted general voting policies relating to voting on
specified issues affecting corporate governance and shareholder
values. Under these policies, the Reporting Persons generally vote
all securities over which they have voting power in favor of
cumulative voting, financially reasonable golden parachutes, one
share one vote, management cash incentives and pre-emptive rights
and against greenmail, poison pills, supermajority voting, blank
check preferred stock and super-dilutive stock options. Exceptions
may be made when management otherwise demonstrates superior sen-
sitivity to the needs of shareholders. In the event that the
aggregate voting position of all joint filers shall exceed 25% of
the total voting position of the issuer then the proxy voting
committees of The Gabelli Equity Trust, The Gabelli Value Fund, and
The Gabelli Asset Fund shall vote their funds shares independently.
Each of the Covered Persons who is not a Reporting Person
has purchased the Securities reported herein as beneficially owned
by him for investment for his own account or that of one or more
members of his immediate family. Each such person may acquire
additional Securities or dispose of some or all of the Securities
reported herein with respect to him.
Other than as described above, none of the Reporting
Persons and none of the Covered Persons who is not a Reporting
Person has any present plans or proposals which relate to or would
result in any transaction, change or event specified in clauses (a)
through (j) of Item 4 of the Schedule 13D form.
Gabelli-Rosenthal & Partners, L.P. ("G-R"), a partnership
for whose general partner GLI, Inc., which is an indirect subsidi-
ary of GFI, acts as the monitor of existing portfolio investments
and this is its primary business purpose.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to
which this Schedule 13D relates is 748,800 shares, representing
6.87% of the 10,894,233 shares outstanding in the Issuer's most
recently filed Form 10-Q dated April 30, 1994. The Reporting
Persons beneficially own those Securities as follows:
Shares of % of
Common Class of
Name Stock Common
GFI:
As Principal 0 0.00%
As Agent 247,000 2.27%
GAMCO
As Principal 0 0.00%
As Agent 501,800 4.61%
Mario J. Gabelli 0 0.00%
Mr. Gabelli is deemed to have beneficial ownership of the
Securities beneficially owned by each of the foregoing persons and
GFI is deemed to have beneficial ownership of the securities owned
beneficially by each of the foregoing persons other than Mr.
Gabelli.
(b) Each of the Reporting Persons and Covered Persons has
the sole power to vote or direct the vote and sole power to dispose
or to direct the disposition of the Securities reported for it,
either for its own benefit or for the benefit of its investment
clients or its partners, as the case may be, except that GAMCO
Investors, Inc. does not have authority to vote 2,500 of the
reported shares and except that GFI has sole dispositive and voting
power with respect to the shares of the Issuer held by the The
Gabelli Asset Fund, The Gabelli Equity Trust, Inc., The Gabelli
Growth Fund, The Gabelli Convertible Securities Fund, 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, The Gabelli Global Convertible Securities
Fund and/or The Gabelli Global Interactive Couch Potato Fund, so
long as the aggregate voting interest of all joint filers does not
exceed 25% of their total voting interest in the Issuer and in that
event, the Proxy Voting Committee of each Fund (other than The
Gabelli Growth Fund) shall respectively vote that Funds shares, and
except that, at any time , the Proxy Voting Committee of each such
Fund may take and exercise in its sole discretion the entire voting
power with respect to the shares held by such Fund under special
circumstances such as regulatory considerations, and except that
the power of Mr. Gabelli and GFI is indirect with respect to
Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the
Securities which were effected during the past sixty days by each
of the Reporting Persons and Covered Persons is set forth on
Schedule II annexed hereto and incorporated herein by reference.
(d) The investment advisory and brokerage clients of GFI,
GAMCO, Gabelli & Company, the partners of the various partnerships
managed by GLI, Mr. Gabelli, and GSI (including GR&P, GPP, and
Gabelli Associates, to the extent of their economic interest
there-in) and the shareholders of GIL which Mr. Gabelli manages and
GR&P which is managed by GSI have the sole right to receive and,
subject to the notice, withdrawal and/or termination provisions of
such advisors, brokerage and partnership arrangements, the sole
power to direct the receipt of dividends from, and the proceeds of
sale of, any of the Securities beneficially owned by such Reporting
Persons. Except as noted, no such client or partner has an
interest by virtue of such relationship that relates to more than
5% of the Securities. Neither Mr. Gabelli nor GFI nor any of such
other Reporting Persons has an economic interest in any of the
Securities reported herein except those reported as being directly
beneficially owned by GFI, Mr. Gabelli, Gabelli & Company, GSI,
GIL, GIL II, GAL, GPP, Lynch, Safety Railway and the Plan, and
except those as to which GLI and Gabelli Associates have an
interest through their general partner account in the partnerships
managed by them.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition and voting of GFI, GAMCO,
Gabelli & Company with respect to Securities owned beneficially by
them on behalf of their investment advisory or brokerage clients,
of GLI, Mr. Gabelli and GSI with respect to Securities owned
beneficially by them on behalf of the partnerships which they
directly or indirectly manage, and of GIL and GAL with respect to
Securities owned beneficially by it on behalf of its shareholders,
are held pursuant to written agreements with such clients and
partnerships. The pertinent portions of forms of such agreements
utilized by such Reporting Persons are filed as Exhibits hereto.
Item 7. Material to be Filed as an Exhibit
The following Exhibits B to I are incorporated herein by
reference to Exhibits B to I on Schedule 13D of various Gabelli
entities dated June 19, l989 relating to the Common Stock of
Lincoln Telecommunications Company. The following Exhibit J is
incorporated by reference to Exhibit J on Schedule 13D of various
Gabelli entities dated August 26, 1988 relating to the Common Stock
of United Inns, Inc. The following Exhibit K is incorporated by
reference to Exhibit K on Amendment No. 3 to Schedule 13D of
various Gabelli entities dated January 3, 1989 relating to the
Common Stock of Wynn's International. The following Exhibit L is
incorporated by reference to Exhibit L on Amendment No. 2 to
Schedule 13D of various Gabelli entities dated July 17, 1989
relating to the Common Stock of Lincoln Telecommunications Company.
The following Exhibit M is incorporated by reference to Exhibit M
on Amendment No. 4 to Schedule 13D of various Gabelli entities
dated October 2, 1989 relating to the Common Stock of Pittway
Corporation. The following Exhibit N is incorporated by reference
to Exhibit N to Schedule 13D of various Gabelli entities dated
October 9, 1989 relating to the Common Stock of Graphic Technology,
Inc. The following Exhibit O is incorporated by reference to
Exhibit O to Schedule 13D of various Gabelli entities dated January
4, 1990 relating to the Common Stock of Eljer Industries, Inc. The
following Exhibit P is incorporated by reference to Exhibit P to
Schedule 13D of various Gabelli entities dated January 23, 1990
relating to the Common Stock of Eljer Industries, Inc. The
following Exhibit Q is incorporated by reference to Exhibit Q to
Schedule 13D of various Gabelli entities dated May 16, 1990
relating to the Common Stock of The Norton Company, Inc. The
following Exhibit R is incorporated by reference to Exhibit R on
Amendment No. 5 to Schedule 13D of various Gabelli entities dated
October 9, 1990 relating to the common Stock of Dynamics Corpora-
tion of America. The following Exhibit S is incorporated by
reference to Exhibit S on Amendment No. 3 to Schedule 13D of
various Gabelli Entities dated October 16, 1990 relating to the
Common Stock of United Artists Entertainment Company. The
following Exhibit T is incorporated by reference to Exhibit T on
Amendment No. 33 to Schedule 13D of various Gabelli entities dated
December 30, 1990 relating to the Common Stock of Graphic Scanning
Corporation. The following Exhibit U in incorporated by reference
to Exhibit U on Amendment No. 35 to Schedule 13D of various Gabelli
entities dated January 12, 1991 relating to the Common Stock of
Graphic Scanning Corporation. The following Exhibit V is incorpo-
rated by reference to Exhibit V on Amendment No. 9 to Schedule 13D
of various Gabelli entities dated May 21, 1991 relating to the
Common Stock of Century Telephone Enterprises. The following
Exhibit W is incorporated by reference to Exhibit W on Amendment
No. 38 to Schedule 13D of various Gabelli entities dated August 13,
1991 relating to the Common Stock of Graphic Scanning Corporation.
The following Exhibits X and Y are incorporated by reference to
Exhibits X and Y on Amendment No. 26 to Schedule 13D of various
Gabelli entities dated September 13, 1991 relating to the Common
Stock of Lynch Corporation. The following Exhibit Z is incorporat-
ed by reference to Exhibit Z on Amendment No. 11 to Schedule 13D of
various Gabelli entities dated December 23, 1991 relating to an
agreement between Century Telephone Enterprises, Inc. and GAMCO
Investors, Inc. The following Exhibit AA is incorporated by
reference to Exhibit AA on Amendment No. 11 to Schedule 13D of
Triad Systems Corporation relating to Powers of Attorney for
various Gabelli entities. The following Exhibit CC is incorporated
by reference to Exhibit CC on Amendment No. 10 to Schedule 13D of
The Liberty Corporation relating to a Memorandum of Understanding
between Gabelli Funds, Inc., Mario J. Gabelli and the Federal
Communications Commission. The following Exhibit DD and Exhibit EE
is incorporated by reference to Exhibit DD on Amendment No.32 to
Schedule 13D of Lynch Corporation relating to an agreement between
Mr. Evanson and the Issuer. Exhibit FF dated December 28, 1992
relating to a proxy given by Mr. Meyers to Mr. Gabelli to vote all
of the shares of Class A and Class B Common Stock of the Issuer
attached hereto and hereafter shall be incorporated by reference
as Exhibit FF. Exhibit GG dated April 13, 1993, relating to a
letter agreement is attached hereto and hereinafter shall be
incorporated by reference as Exhibit GG to Schedule 13D of
various Reporting Persons. Exhibit HH dated June 30, 1993,
relating to a research report on the Issuer prepared by a report
ing person is attached hereto and hereafter shall be incorporated
by reference as Exhibit HH to Schedule 13D of various Reporting
Persons. Exhibit II dated January 19, 1994, relating to an
agreement between Lynch Corporation and Mario J. Gabelli for the
sale of common stock of Lynch Corporation to Mario J. GAbelli.
Exhibit A: Joint Filing Agreement
Exhibit B: Pertinent portions of form of investment
advisory agreement used by GAMCO Inves-
tors, Inc.
Exhibit C: Pertinent portions of form of brokerage
agreement used by Gabelli & Company,
Inc.
Exhibit D: Pertinent portions of Gabelli Funds,
Inc. advisory agreements.
Exhibit E: Pertinent portions of Gabelli Asset Fund
and Gabelli Growth Fund voting procedu-
res.
Exhibit F: Pertinent portions of partnership agree-
ments to which Gabelli Associates, GLI
and GPP are parties.
Exhibit G: Power of Attorney for Mario J. Gabelli
Exhibit H: Power of Attorney for Daniel E. Miller
Exhibit I: Power of Attorney for Joseph R. Rindler,
Jr.
Exhibit J: Power of Attorney for Douglas R. Jamieson
Exhibit K: Pertinent portions of the Investment
Management Agreement of GIL.
Exhibit L: Additional Power of Attorney for Douglas
R. Jamieson
Exhibit M: The Gabelli Convertible Securities Fund
Voting Procedures
Exhibit N: Pertinent portions of the Investment
Management Agreement of GAL
Exhibit O: Letter Agreement between ELJER INDUSTRI-
ES, INC. and THE GABELLI GROUP, INC.
(January 2, 1990)
Exhibit P: Letter Agreement between ELJER INDUSTRI-
ES, INC. and THE GABELLI GROUP, INC.
(January 19, 1990)
Exhibit Q: Letter Agreement between THE NORTON COM-
PANY and THE GABELLI GROUP, INC. (May
16, 1990)
Exhibit R: Agreement between DYNAMICS CORPORATION
OF AMERICA and GABELLI FUNDS, INC. and
GAMCO INVESTORS, INC. (October 9, 1990)
Exhibit S: Updated Powers of Attorney for Mario J.
Gabelli, Daniel E. Miller, and Joseph R.
Rindler
Exhibit T: Agreement between BSE ACQUISITION CORPO-
RATION and BELLSOUTH ENTERPRISES, INC.
and GAMCO INVESTORS, INC. (December 30,
1990)
Exhibit U: Agreement between BSE ACQUISITION CORPO-
RATION and BELLSOUTH ENTERPRISES, INC.
and GAMCO INVESTORS, INC. (January 12,
1991)
Exhibit V: Complaint against CENTURY TELEPHONE
ENTERPRISES by GAMCO INVESTORS, INC.
(May 21, 1991)
Exhibit W: Letter to BELLSOUTH ENTERPRISES, INC.
from GAMCO INVESTORS, INC. (August 13,
1991)
Exhibit X: Unanimous Written Consent of the Board
of Directors of Gabelli Funds, Inc.
(June 11, 1991)
Exhibit Y: Unanimous Written Consent of the Board
of Directors of Gabelli Securities, Inc.
(June 11, 1991)
Exhibit Z: Agreement between CENTURY TELEPHONE
ENTERPRISES, INC. and GAMCO INVESTORS,
INC. (December 23, 1991)
Exhibit AA: Powers of Attorneys for Mario J. Gabelli
and Daniel E. Miller.
Exhibit CC: Memorandm of Understanding between
Gabelli Funds, Inc. , Mario J. Gabelli
and the Federal Communications Commis
sion (dated November 3 , 1992).
Exhibit DD: Letter agreement between Paul Evanson
and Lynch Corporation with regard to a
sale of shares of common stock of Lynch
Corporation with regard to a sale of
Common Stock of Lynch Corporation
(dated November 6 , 1992.)
Exhibit EE: Proxy authority from Mr. Evanson to Mr.
Gabelli ( dated February 28, 1992).
Exhibit FF: Proxy dated December 28, 1992 from Mr.
Meyers to Mr. Gabelli to vote all of the
shares of Stock of the Issuer held by
Mr. Meyers.
Exhibit GG: Letter agreement dated April 13, 1993.
Exhibit HH: Research Report dated June 30, 1993 on
C-TEC Corporation by Gabelli & Company,
Inc.
Exhibit II: Agreement between Lynch Corporation and
Mario J. Gabelli for the sale of Common
Stock of Lynch Corporation to Mr. Gabelli
(dated January 19, 1994 ).
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: July 13, 1994
MARIO J. GABELLI
By:_____________________________
J. Hamilton Crawford, Jr.
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
J. Hamilton Crawford, Jr.
Senior Vice President, and
General Counsel
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Chief Operating Officer
and Executive Vice President
Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent
part, as follows:
The following sets forth as to each of the executive
officers and directors of the undersigned: his name; his business
address; and his present principal occupation or employment and
the name, principal business and address of any corporation or
other organization in which such employment is conducted. Unless
otherwise specified, the principal employer of each such in-
dividual is Gabelli Funds, Inc., Gabelli & Company, Inc., or
GAMCO Investors, Inc., the business address of each of which is
One Corporate Center, Rye, New York 10580, and each such
individual identified below is a citizen of the United States.
To the knowledge of the undersigned, during the last five years,
no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no
such person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law or finding
any violation with respect to such laws except as reported in
Item 2(d) of this Schedule 13D.
Gabelli Funds, Inc.
Directors:
Mario J. Gabelli
Richard B. Black Chairman of Raster Image
Processing Systems; Chairman
ECRM; Director of Archetype
and Oak Technology; Director
of The Morgan Group, Inc.;
General Partner of KBA Part-
ners, Parker Plaza
400 Kelby Street,
Fort Lee, NJ 07029
Charles C. Baum Chairman, Director and Chief
Executive Officer of The
Morgan Group, Inc.;
Secretary & Treasurer
United Holdings
2545 Wilkens Avenue
Baltimore, MD 21223
Dr. Eamon M. Kelly President
Tulane University
218 Gibson Hall
6823 St. Charles Avenue
New Orleans, LA 70118
Officers:
Mario J. Gabelli Chairman, Chief Executive
Officer and Chief Investment
Officer
J. Hamilton Crawford, Jr. Vice President and Assistant
Secretary
Stephen G. Bondi Vice President - Finance
Joseph J. Frazzitta Assistant Secretary
GAMCO Investors, Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina Pitaro
Joseph J. Frazzitta
William F. Scholz
Officers:
Mario J. Gabelli Chief Investment Officer
Douglas R. Jamieson Chief Operating Officer and
Executive Vice President
Joseph J. Frazzitta Vice President and Chief
Financial Officer
James E. McKee Vice President, Legal and
Compliance and Assistant
Secretary
J. Hamilton Crawford, Jr. Assistant Secretary
Gabelli Securities, Inc.
Directors:
Charles C. Baum See above-Gabelli Funds, Inc.
Joseph R. Rindler Managing Director
Gabelli & Company, Inc.
One Corporate Center
Rye, NY 10580
David Perlmutter Perlmutter & Associates
200 Park Avenue, Suite 4515
New York, N.Y. 10166
Stephen G. Bondi Acting Chief Operating Officer
and Vice President
Advisors:
Vincent J. Amabile
Robert Blake
Officers:
Stephen G. Bondi Acting Chief Operating Officer
and Vice President
J. Hamilton Crawford, Jr. Vice President
and Assistant Secretary
Erwin I. Mevorah Vice President - Finance
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
Charles C. Baum See above-Gabelli Funds, Inc.
Joseph J. Frazzitta Vice President and
Chief Financial Officer
Officers:
James G. Webster, III Chairman
Joseph J. Frazzitta Vice President/Finance and
Chief Financial Officer
Stephen G. Bondi Vice President
J. Hamilton Crawford, Jr. Vice President
and Assistant Secretary
GLI, Inc.
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
Officers:
Mario J. Gabelli Chairman and Chief Investment
Officer
Stephen G. Bondi Vice President
J. Hamilton Crawford, Jr. Assistant Secretary
Gabelli Associates Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Officers:
Mario J. Gabelli Chief Investment Officer
Kevin Bromley Vice President, Treasurer and
Assistant Secretary
Sandra Wight Secretary and Assistant Treasurer
Gabelli International Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Officers:
Kevin Bromley Vice President, Treasurer, and
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Sandra Wight Secretary and Assistant Treasurer
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Lynch Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Paul J. Evanson Chief Financial Officer
FPL Group, Inc.
P.O Box 14000
700 Universe Blvd.
Juno Beach, Fl 33408
Bradley J. Bell Vice President & Treasurer
Whirlpool Corp.
Administrative Center
Benton Harbor, MI 49022
Morris Berkowitz Business Consultant
163-43 Willets Point Blvd.
Whitestone, NY 11357
Richard J. Boyle Chairman, The Boyle Group
6110 Blue Circle Drive
Suite 250
Minnetonka, MN 55343
Mario J. Gabelli See above-Gabelli Funds, Inc.
Robert C. Kolodny, M.D. Medical Director and Chairman
of the Board of The Behavorial
Medicine Institute
885 Oenoke Ridge Road
New Canaan, CT 06840
Paul Woolard Business Consultant
116 East 68th Street
New York, NY 10021
E. Val Cerutti Business Consultant
Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10549
Officers:
Mario J. Gabelli Chairman and Chief Executive
Officer
Philip J. Lombardo Office of the President
Michael J. Small Office of the President
Joseph H. Epel Treasurer
Robert E. Dolan Chief Financial Officer
Carmine Ceraolo Assistant Controller
Robert A. Hurwich Vice President-Administration,
Secretary and General Counsel
Mary J. Carroll Administrative Assistant
Safety Railway Service Corporation
251 Welton Street
Hamden, CT 06517
Directors:
Joseph P. Rhein Chairman
241 McClenaghan Mill Road
Wynnewood, PA 19096
William F. Bullis Safety Railway Service Corporation
265 Great Neck Road
Great Neck, NY 11021
Officers:
Robert E. Dolan Controller
Joseph H. Epel Treasurer and Assistant
Secretary
James W. Toman Assistant Secretary
Entoleter, Inc.
251 Welton Street
Hamden, CT 06517
Directors:
Joseph P. Rhein See above-Safety Railway
William F. Bullis See above-Safety Railway
Officers:
John M. Martin President
James W. Toman Chief Financial Officer
Joseph H. Epel Treasurer and Secretary
Robert E. Dolan Controller
Western New Mexico Telephone Company
314 Yankee Street
Silver City, NM 08062
Directors:
Jack C. Keen Chairman
Jack W. Keen President
Dr. Brian E. Gordon Vice President
Mary Beth Baxter Secretary & Treasurer
Robert E. Dolan See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Carmine Ceraolo See above-Lynch Corporation
Mary J. Carroll See above-Lynch Corporation
Officers:
Jack C. Keen Chairman of the Board
Jack W. Keen President
Jack L. Bentley Executive Vice President
Dr. Brian E. Gordon Vice President
Charles M. Baxter Sr. Vice President-Operations
James M. Bucher Asst. Vice President-
Operations
Mary Beth Baxter Secretary & Treasurer
Joseph H. Epel Assistant Treasurer
Inter-Community Telephone Company
P.O. Box A
Nome, ND 58062
Directors:
Mary J. Carroll See above-Lynch Corporation
Carmine P. Ceraolo See above-Lynch Corporation
Robert E. Dolan See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Leone A. Nilsen President
Roger J. Nilsen P.O. Box 146
Hannaford, ND 58448
Duane A. Plecity Secretary
Harry B. Snyder P.O. Box 131
Buffalo, ND 58011
Robert Snyder 200 Broadway South
Buffalo, ND 58011
Officers:
Leone A. Nilsen President
Robert Snyder Vice President
Duane A. Plecity Secretary
Harry B. Snyder Treasurer
Joseph H. Epel Assistant Treasurer
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 Common Stock, par value $1.00 per share, of
Ametek Incorporated 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 12th day of July, 1994.
MARIO J. GABELLI
By:____________________________
J. Hamilton Crawford, Jr.
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
J. Hamilton Crawford, Jr.
Senior Vice President,
and General Counsel
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Chief Operating Officer
and Executive Vice President
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED
AVERAGE DATE SOLD(-)
PRICE(2)
COMMON STOCK-TREDEGAR INDUSTRIES
GAMCO INVESTORS, INC.
7/11/94 2,500
15.0000
7/08/94 1,500-
14.7500
7/08/94 1,500
14.7500
7/08/94 1,000
15.0000
7/07/94 1,500
14.7500
7/07/94 1,500
14.8750
7/07/94 8,000
14.9030
7/07/94 313,500
14.9991
7/07/94 2,000
15.0000
6/08/94 5,000-
14.6500
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NY STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.