0000807249-05-000045.txt : 20120725 0000807249-05-000045.hdr.sgml : 20120725 20050215105136 ACCESSION NUMBER: 0000807249-05-000045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTWOOD HOLDINGS GROUP INC CENTRAL INDEX KEY: 0001165002 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 752969997 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78424 FILM NUMBER: 05615243 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566900 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GABELLI ASSET MANAGEMENT INC ET AL CENTRAL INDEX KEY: 0000807249 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133056041 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580-1434 BUSINESS PHONE: 9149215128 MAIL ADDRESS: STREET 1: GABELLI FUNDS STREET 2: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: GABELLI FUNDS INC ET AL DATE OF NAME CHANGE: 19940714 SC 13D/A 1 whg05.txt 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 EX-1 2 whgii.txt 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-WESTWOOD HLDGS GROUP GABELLI ASSET MANAGEMENT INC. 2/11/05 88,000 18.9500 1/06/05 7,500 19.7500 1/03/05 300 19.6500 12/31/04 2,800 19.7500 12/30/04 5,500 19.7427 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NYSE. (2) PRICE EXCLUDES COMMISSION.