SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2)
Energizer Holdings, Inc.
(Name of Issuer)
Common Stock $0.01 Par Value Per Share
(Title of Class of Securities)
_________29266R108_________
(CUSIP Number)
James E. McKee
Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5294
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
______________________September 3, 2002________________________
(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),
240.13d-1(f) or 240.13d-1(g), check the following box 0.
CUSIP No. 29266R108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Funds, LLC I.D. NO. 13-4044523
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
658,000 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
658,000 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.74%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 29266R108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Investors, Inc.
I.D. NO. 13-4044521
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
2,938,588 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
3,039,655 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,039,655 (Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.44%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
CUSIP No. 29266R108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gemini Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of Clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
100,000 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
100,000 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 29266R108
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 (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Client Funds
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
1,000 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
1,000 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 29266R108
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 (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
None
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
NONE
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NONE
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 29266R108
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 (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
None
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
NONE
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 29266R108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marc J. Gabelli
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
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
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
None
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
NONE
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 29266R108
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 (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
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
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
None
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
NONE
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D on the Common Stock of
Energizer Holdings, Inc. (the "Issuer") is being filed on behalf of the
undersigned to amend the Schedule 13D, as amended (the "Schedule 13D"), which
was originally filed on August 6, 2001. Unless otherwise indicated, all
capitalized terms used herein but not defined herein shall have the same
meaning as set forth in the Schedule 13D.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mario
Gabelli"), Marc J. Gabelli ("Marc Gabelli") and various entities which either
one directly or indirectly controls or for which either one acts as chief
investment officer. Many of these entities engage in various aspects of the
securities business, including as investment adviser to various institutional
and individual clients, including registered investment companies and pension
plans, 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 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 Schedule13G, 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
Associates"), Gabelli Associates Limited ("GAL"), Gabelli & Company, Inc.
Profit Sharing Plan (the "Plan"), Gabelli International Limited ("GIL"),
Gabelli International II Limited ("GIL II"), ALCE Partners, L.P. ("ALCE"),
Gabelli Multimedia Partners, L.P. ("Multimedia Partners"), MJG Associates, Inc.
("MJG Associates"), Gemini Capital Management, LLC. ("Gemini"), Gabelli Fund,
LDC ("LDC"), Gabelli Foundation, Inc. ("Foundation"), Gabelli Advisers, Inc.
("Gabelli Advisers"), Gabelli Global Partners Master Fund, Ltd. ("GGP"),
Gabelli European Partners Master Fund, Ltd. ("GEP"), Mario Gabelli, Marc
Gabelli, 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"), Lynch Interactive
Corporation ("Interactive"), Brighton Communications Corporation ("Brighton")
and Inter-Community Telephone Company ("Inter-Community"). Those of the
foregoing persons signing this Schedule 13D are hereafter referred to as the
"Reporting Persons".
Gabelli Partners makes investments for its own account and is the
parent company of GAMI. Mario Gabelli is the Chairman of the Board of
Directors, Chief Executive Officer and majority shareholder of Gabelli
Partners. GAMI, a public company listed on the New York Stock Exchange, is the
parent company of a variety of companies engaged in the securities business,
including those 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 ("1934
Act"), which as a part of its business regularly purchases and sells securities
for its own account.
GLI, a wholly-owned subsidiary of GSI, is a corporation which
currently has no active operations.
Gabelli Associates is a 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 managed account services
for the following registered investment companies: 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
Growth Fund, The Gabelli Utility Trust, The Gabelli Global Opportunity Fund,
The Gabelli Utilities Fund and The Gabelli Blue Chip Value Fund (collectively,
the "Funds").
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 provides services to GPP, and Mario
Gabelli is the general partner and 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 is a corporation whose primary business purpose is investing in
securities on a global basis. Gabelli Securities International Limited and
Gemini are the investment advisors of GGP and Marc Gabelli is the portfolio
manager for GGP.
GEP is a corporation whose primary business purpose is investing in
securities of European Companies. Gabelli Securities International Limited is
the investment advisor of GEP and Marc Gabelli is a portfolio manager for GEP.
LDC is a corporation whose business purpose is investing primarily
in a portfolio of equity 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 limited liability company whose primary business
purpose is to provide advisory services to offshore funds. Marc Gabelli is the
President, Chief Investment Officer and majority shareholder 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 public company traded on the American Stock Exchange
engaged in manufacturing. Spinnaker, a subsidiary of Lynch, is also a public
company and its stock is traded through the NASDAQ National Market. Spinnaker
is a manufacturing firm with major subsidiaries in specialty adhesive-backed
materials business. Interactive, a public company listed on the American Stock
Exchange, is a holding company whose principal subsidiary is Brighton.
Brighton is a holding company with subsidiaries in multimedia and services
businesses. Western New Mexico, a subsidiary of Brighton, provides local
telephone services in an area in Southwestern New Mexico. Inter-Community,
which is also a subsidiary of Brighton, provides local telephone services in an
area 40 miles west of Fargo, North Dakota. Lynch and Interactive actively
pursue new business ventures and acquisitions. Mario J. Gabelli is a director,
Chairman of the Board and a substantial shareholder of Lynch and Interactive.
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 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 having their principal business office at c/o Fortis Fund
Services (Cayman) Limited, Grand Pavilion, Commercial Centre, 802 West Bay
Road, Grand Cayman, British West Indies. GIL II is a corporation organized
under the laws of the British Virgin Islands having their principal business
office at c/o Coutts & Company (Cayman) Limited, West Bay Road, Grand Cayman,
British Wet Indies. Gemini is a Delaware limited liability company with its
principal place of business at 401 Theodore Fremd Ave, Rye, New York 10580.
LDC is a corporation organized under the laws of the British Virgin Islands
having its principal 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 401 Theodore Fremd Ave., Rye, New York 10580. Spinnaker is a Delaware
corporation having its principal business office at 251 Welton Street, Handen,
CT 06511. Interactive and Brighton are Delaware corporations each having its
principal place of business at 401 Theodore Fremd Ave., Rye, New York 10580.
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.
(f) - Reference is made to Schedule I hereto.
Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D
relates is 3,798,655 shares, representing 4.29% of the 88,300,000 shares
outstanding as reported by the Issuer on September 5, 2002. The Reporting
Persons beneficially own those Securities as follows:
Name
Shares of
Common Stock
% of Class of
Common
Gabelli Funds
658,000
0.74%
GAMCO
3,039,655
3.44%
Gemini
100,000
0.11%
GSI
1,000
0.00%
Mario Gabelli
0
0.00%
Marc Gabelli
0
0.00%
Mario Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons other than Marc
Gabelli and Gemini. Marc Gabelli is deemed to have beneficial ownership of the
Securities owned by Gemini. GSI is deemed to have beneficial ownership of the
Securities beneficially owned by ALCE, GMP, GAL, GAF, GAF II and Gabelli &
Company. MJG Associates is deemed to have beneficial ownership of the
Securities beneficially owned by GPP, GIL, GIL II and LDC. GAMI and Gabelli
Partners are deemed to have beneficial ownership of the Securities owned
beneficially by each of the foregoing persons other than Mario Gabelli, Marc
Gabelli, Gemini and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole
power to vote or direct the vote and sole power to dispose or to direct the
disposition of the Securities reported for it, either for its own benefit or
for the benefit of its investment clients or its partners, as the case may be,
except that (i) GAMCO does not have the authority to vote 101,067 of the
reported shares, (ii) Gabelli Funds has sole dispositive and voting power with
respect to the shares of the Issuer held by the Funds 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 shall respectively vote that Fund's shares, (iii) 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 (iv) the power of
Mario Gabelli, Marc Gabelli, GAMI, and Gabelli Partners 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 or since the most recent filing
on Schedule 13D, whichever is less, by each of the Reporting Persons and
Covered Persons is set forth on Schedule II annexed hereto and incorporated
herein by reference.
(e) As a result of a self-tender offer by the Issuer, the
Reporting Persons ceased to beneficially own more than 5% of the Securities on
August 30, 2002.
Item 7. Material to be Filed as an Exhibit
The following Exhibit A is incorporated by reference to Exhibit C in the
Amendment No. 8 to Schedule 13D of the Reporting Persons with respect to
Edgewater Technologies, Inc.
Exhibit A:
Powers of Attorney to Stephen M. Detore, Douglas R. Jamieson,
and James E. McKee from Robert E. Dolan
Powers of Attorney to Stephen M. Detore, Douglas R. Jamieson,
and James E. McKee from Raymond H. Keller.
Powers of Attorney to Stephen M. Detore, Douglas R.
Jamieson,, and James E. McKee from Mario J. Gabelli.
Powers of Attorney to Stephen M. DeTore, Karyn M. Nappi, and
James E. McKee from Marc J. Gabelli.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 6, 2002
MARIO J. GABELLI
MARC J. GABELLI
GEMINI CAPITAL MANAGEMENT, LLC
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI GROUP CAPITAL PARTNERS, INC.
GABELLI ASSET MANAGEMENT INC.
GABELLI FUNDS, LLC
GABELLI SECURITIES, INC.
By:/s/ James E. McKee
James E. McKee
Secretary
GAMCO INVESTORS, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
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; 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.
Gabelli Group Capital Partners,
Inc.
Directors:
Mario J. Gabelli
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, LLC; Chairman and Chief Executive Officer
of Lynch Interactive Corporation; Vice Chairman of
Lynch Corporation.
Richard B. Black
Vice Chairman of the Board of Directors of Oak
Technology, Inc.; Chairman of ECRM; Director of
The Morgan Group, Inc.; General Partner of KBA
Partners
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 Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
Eamon M. Kelly
Professor
Payson Center for International
Development Technology Transfer
Tulane University
300 Gibson Hall
6823 St. Charles Avenue
New Orleans, LA 70118
Arnold M. Reichman
Business Consultant
Marc J. Gabelli
Managing Director
Matthew R. Gabelli
Vice President - Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
Officers:
Mario J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
Vincent J.
Capurso
Executive Vice President and Chief Financial
Officer
Robert S. Zuccaro
Vice President
James E. McKee
Vice President, General Counsel and Secretary
Gabelli Asset Management
Inc.
Directors:
Raymond C. Avansino,
Jr.
Chairman
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Mario J. Gabelli
See Above
Paul B. Guenther
Chairman
New York Philharmonic
10 Lincoln Center Plaza
New York, NY 10023
John C. Ferrara
President
SPACE.com
120 West 45th Street
New York, NY 10036
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
Robert S. Zuccaro
Vice President and Chief Financial Officer
James E. McKee
Vice President, General Counsel and Secretary
GAMCO Investors, Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler,
Jr.
Regina M. Pitaro
F. William Scholz, II
William S. Selby
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
James E. McKee
Vice President, General Counsel and 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
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
Gus
Coutsouros
Chief Financial Officer
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:
Robert S. Zuccaro
Vice President-Finance
James E. McKee
Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III
Chairman & Interim President
Irene Smolicz
Senior Trader
Gabelli & Company, Inc.
Robert S. Zuccaro
See above
Officers:
James G. Webster, III
Chairman & Interim President
Bruce N. Alpert
Vice President - Mutual Funds
Walter K. Walsh
Compliance Officer
James E. McKee
Secretary
Gabelli Associates Limited
Directors:
Mario J. Gabelli
See above - Gabelli Group Capital Partners, Inc.
MeesPierson Management
(Cayman)
Limited
Grand Pavillion, Commercial Center
802 West Bay Rd.
Grand Cayman, British West Indies
MeesPierson Nominees
(Cayman)
Limited
Grand Pavillion, Commercial Center
802 West Bay Rd.
Grand Cayman, British West Indies
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.
MeesPierson Management
(Cayman)
Limited
Grand Pavillion, Commercial Center
802 West Bay Rd.
Grand Cayman, British West Indies
Gabelli Fund, LDC
Directors:
Johann S. Wong (4)
c/o Tremont (Bermuda) Limited
Tremont House
4 Park Road
Hamilton, HM11
Bermuda
Peter D. Anderson (5)
Givens Hall Bank & Trust
Genesis Building
P.O. Box 2097
Grand Cayman, Cayman Islands
BWI 3459498141
Karl Otto Pohl
See above
Anthonie C. van Ekris
See below
Gabelli Global Partners Master
Fund, Ltd.
Directors:
Marc J. Gabelli
See above
Patrick Salvisberg (6)
Vice President
Institutional Capital Markets Bear Stearns
International Ltd.
Marco Sampelligrani (7)
Trader, Gabelli Securities, Inc.
Anthonie C. Van Ekris
See below
Gabelli European Partners Master
Fund, Ltd.
Directors:
Marc J. Gabelli
See above
Patrick Salvisberg (6)
See above
Marco Sampelligrani (7)
See above
Anthonie C. Van Ekris
See below
Lynch Corporation,
50 Kennedy Plaza, Suite 1250, Providence, RI 02903
Directors:
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 and Chief Executive Officer
Avrum Gray
Gbar Limited Partnership
440 South LaSalle, Suite 2900
Chicago, IL 60605
Officers:
Ralph R. Papitto
See above
Mario J. Gabelli
See above
Richard E. McGrail
President and Chief Operations Officer
Raymond H. Keller
Vice President and Chief Financial Officer
Lynch Interactive 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.
Ralph R. Papitto
Chairman and CEO
Lynch Corporation
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
See above
David C. Mitchell
Business Consultant
c/o Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580
Vincent S. Tese
Lawyer, Investment Adviser and Cable Television
Executive
c/o Bear Stearns & Company, Inc.
245 Park Avenue, 19th Floor
New York, NY 10167
F
Frederic V.
Salerno
Vice Chairman
Verizon Communications, Inc.
1095 Avenue of the Americas
New York, New York 10036
Officers:
Mario J. Gabelli
Chairman and Chief Executive Officer
Robert E. Dolan
Chief Financial Officer
John Fikre
Vice President - Corporate Development, General
Counsel, and Secretary
Brighton Communications Corporation
401 Theodore Fremd Avenue Rye, NY 10580
Directors:
Robert E. Dolan
See above - Lynch Interactive Corporation
John Fikre
See above - Lynch Interactive Corporation
Officers:
Robert E. Dolan
President, Controller, Tresurer and Assistant
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
Carmine Ceraolo
See above - Lynch Corporation
Mary J. Carroll
See above - Lynch Corporation
Eugene P. Connell
See above - Lynch Corporation
Officers:
Jack W. Keen
Chairman and President
Dr. Brian E. Gordon
Vice President
Charles M. Baxter
Senior Vice President - Operations
Mary Beth Baxter
Secretary & Treasurer
Inter-Community Telephone Company, L.L.C.
P.O. Box A, Nome, ND 58062
Managers:
Carole Rau
Executive Assistant
Lynch Corporation
401 Theodore Fremd Ave.
Rye, NY 10580
Mary J. Carroll
See above - Lynch Corporation
Robert E. Dolan
See above - Lynch Corporation
Carmine P. Ceraolo
Assistant Controller
Lynch Corporation
401 Theodore Fremd Ave
Rye, NY 10580
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
Jack Bently
1210 E. Washington Ave
Gilbert, AZ 85234
Officers:
Robert Snyder
President
Keith S. Andersen
Secretary and Treasurer
Lynch Telephone Corporation,
401 Theodore Fremd Avenue, Rye, NY 10580
Directors:
Robert E. Dolan
See above - Lynch Interactive Corporation
Jack W. Keen
See above - Western New Mexico Telephone Company
Officers:
Jack W. Keen
President
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