SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)
Westwood Holdings Group, Inc.
(Name of Issuer)
Common Stock $0.01 Par Value Per Share
(Title of Class of Securities)
961765104
(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)
February 11, 2005
(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 Section 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box.
CUSIP No. 961765104
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)
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
1,023,250 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
1,023,250 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,250 (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)
17.78%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 961765104
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) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NONE
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 961765104
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) X
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. 5 to Schedule 13D on the Common Stock of
Westwood Holdings Group, 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 28, 2003. 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
(a) (b) and (c) - This statement is being filed by Mario J. Gabelli
("Mario Gabelli"), Gabelli Group
Capital Partners, Inc. ("Gabelli Partners"), and Gabelli Asset Management Inc.
("GBL"). 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 GBL. GBL, a public company listed on the New York Stock
Exchange, is the parent company for a variety of companies engaged in the
securities business.
Mario Gabelli is the majority stockholder and Chairman of the Board
of Directors and Chief
Executive Officer of Gabelli Partners and GBL.
Gabelli Partners and GBL are New York corporations. GBL has its
principal offices at One Corporate Center, Rye, New York 10580. Gabelli
Partners has its principal offices at 140 Greenwich Avenue, Greenwich, CT
06830.
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 3. Source and Amount of Funds or Other Consideration
Item 3 to Schedule 13D is amended, in pertinent part, as follows:
GBL used approximately $1,985,505 of working capital to purchase
the additional Securities reported by it since the most recent filing on
Schedule 13D.
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 1,023,250 shares,
representing 17.78% of the 5,756,147 shares
outstanding as reported in the Issuer's most recent
Form 10-Q for the quarterly period ended September
30, 2004. The Reporting Persons beneficially own
those Securities as follows:
Name
Shares of
Common Stock
% of Class
of
Common
GBL
1,023,250
17.78%
Mario Gabelli
0
0.00%
Mario Gabelli and Gabelli Partners are deemed to have beneficial
ownership of the Securities owned beneficially by GBL.
(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 the power of Mario Gabelli, GBL, 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) Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 14, 2005
MARIO J. GABELLI
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI GROUP CAPITAL PARTNERS, INC.
GABELLI ASSET MANAGEMENT INC.
GABELLI SECURITIES, INC.
By:/s/ James E. McKee
James E. McKee
Secretary
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:
Vincent J. Amabile
Mario J. Gabelli
Business Consultant
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; Chief Executive Officer of Lynch
Interactive Corporation.
Charles C. Baum
Chairman and Director of The Morgan Group, Inc.;
Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
Arnold M. Reichman
Business Consultant
Marc J. Gabelli
President of Gabelli Group Capital Partners, Inc.;
Chairman of Lynch Corporation
Matthew R. Gabelli
Vice President - Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
Officers:
Mario J. Gabelli
Marc J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
President Henry Kiernan
Vice President, Chief Financial Officer
Gabelli Asset Management Inc.
Directors:
Edwin L. Artzt
Raymond C.
Avansino, Jr.
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Mario J. Gabelli
John D.
Gabelli
See above
Senior Vice President
John C. Ferrara
Business Consultant
Karl Otto Pohl (1)
Robert S.
Prather
Frederic V.
Salerno
Vincent S.
Tese
Alan C.
Heuberger
Sal. Oppenheim jr. & Cie.
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany
President & Chief Operating Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, GA 30319
Former Vice Chairman and Chief Financial Officer
Verizon Communications
Lawyer, Investment Adviser and Cable Television
Executive
c/o Bear Stearns & Company, Inc.
245 Park Avenue, 19th Floor
New York, NY 10167
Cascade Investment LLC
2365 Carillon Point
Kirkland, WA 98033
Officers:
Mario J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
Douglas R. Jamieson
Henry G. Van der Eb
Michael R. Anastasio,
Jr.
President and Chief Operating Officer
Senior Vice President
Vice President and Chief Financial Officer
James E. McKee
Vice President, General Counsel and Secretary