-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BKSoZH3zSEOM+f+1a4Aut7bmI9NmkFYAWs+UwHGaSN13TJzvdYCSOpSXwGfYkem7 c4iLynrz5non+9DcELTUFA== 0000807249-95-000106.txt : 19950627 0000807249-95-000106.hdr.sgml : 19950627 ACCESSION NUMBER: 0000807249-95-000106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950626 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHURCH & DWIGHT CO INC /DE/ CENTRAL INDEX KEY: 0000313927 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 134996950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10530 FILM NUMBER: 95549184 BUSINESS ADDRESS: STREET 1: 469 N HARRISON ST CITY: PRINCETON STATE: NJ ZIP: 08543-5297 BUSINESS PHONE: 6096835900 MAIL ADDRESS: STREET 1: 469 N HARRISON STREET CITY: PRINCETON STATE: NJ ZIP: 08543-5297 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GABELLI FUNDS 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 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D ( Amendment No. 3 ) Under the Securities Exchange Act of 1934 CHURCH & DWIGHT Co., Inc. (Name of Issuer) Common Stock Par Value $1.00 Per Share (Title of Class and Securities) 171340102 (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) June 22, 1995 (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: _____ / / _________________________________________________________________ CUSIP No. 171340102 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 : 315,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None (Item 5) OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 315,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None (Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 315,000 (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 1.61% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* HC _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _____________________________________ CUSIP No. 171340102 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 : 1,109,700 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 1,331,300 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,331,300 (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 6.82% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IA _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________________________________ CUSIP No. 171340102 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 This Amendment No. 3 to Schedule 13D on CHURCH & DWIGHT CO; 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 December 8, 1993. 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 ("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"), Spinnaker Industries, Incorporated ("Spinnaker", formerly known as Safety Railway Services Corporation), 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 partnerships. 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"), ALCE Partners, L.P. ("ALCE"), Gabelli Multimedia Partners, L.P. ("Multimedia Partners"), Mario J. Gabelli ("Mr. Gabelli"), Lynch, Spinnaker, Western New Mexico and Inter-Communi- ty. 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, Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli Capital Asset 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, The Gabelli Global Multimedia Trust Inc., 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. ALCE is a Delaware private investment limited partnership that seeks long-term capital appreciation primarily through investment in public equity securities. GSI is a General Partner of ALCE. Multimedia Partners is a Delaware private investment limited partnership whose objective is to provide long-term capital appreciation by investing primarily in both public and private multimedia communications companies. GSI is a general partner of Multimedia Partners. 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. Spinnaker, a Delaware subsidiary of Lynch, is also a public company and its stock is traded through the NASDAQ System. Spinnaker 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 Spinnaker actively pursue new business ventures and acquisitions. Lynch, Spinnaker, 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 and owns beneficially 24.39% of the shares of Common stock of Lynch, including shares obtainable upon the conversion of the Convertible Debentures of Lynch. 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. Spinnaker is a Delaware corporation having its principal business office at 251 Welton Street, Hamden, CT 06511. For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, "Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference. (d) and (e) On December 8, 1994, the SEC instituted and simultaneously accepted offers for the settlement of an administra- tive proceeding againts Gabelli & Company, Inc. The order instituting the proceeding included a finding, which Gabelli & Company and GAMCO neither admitted nor denied, that they failed to impliment and maintain policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by not sepecifically addressing the special circumstances that arose from their affiliation with Lynch Corporation, a public company. To resolve this matter, Gabelli & Company and GAMCO agreed to cease and desist from violating Section 15(f) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 204A of the Investment Advisers Act of 1940 (the "1940 Act"), respectively. They further agreed to each pay a civil penalty in the amount of $50,000, and to retain, and adopt the recommendations of, an independant consultant regarding their Section 15(f) and Section 204A policies and procedures. On December 13, 1991, the Virginia State Corporation Commission entered an order of settlement in final disposition of matters arising from an allegation that GAMCO had transacted business in Virginia as an investment adviser without having been registered as such under Virginia Code Section 13.1-504A or an exemption therefrom. GAMCO consented to the entry of the order without admitting or denying the allegation and without a hearing. The terms of the order provide that GAMCO would pay a fine and cots totalling fifty-five thousand dollars and would not transact business in Virginia as an investment adviser unless it was registered as such under section 13.1-504A or was exempt from registration. (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 $4,898,086 to purchase its Securities. GAMCO and GFI used approxi- mately $4,811,836 and $86,250, 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 5. Interest In Securities Of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 1,646,300 shares, representing 8.43% of the 19,531,735 shares outstanding in the Issuer's most recently filed Form 10-K dated December 31, 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 315,000 1.61% GAMCO As Principal 0 0.00% As Agent 1,331,300 6.82% 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 221,600 of the reported shares and except that GFI has sole dispositive and voting power with respect to the 315,000 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, Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Global Interactive Couch Potato Fund, The Gabelli Global Convertible Securities Fund, Gabelli Gold Fund, Inc., The Gabelli Equity Income Fund, The Gabelli ABC Fund, Gabelli Capital Asset Fund, The Gabelli Multimedia Trust Inc., and/or The Gabelli Global Telecommunications 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. 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: June 26, 1995 MARIO J. GABELLI By:_____________________________ Stephen G. Bondi Attorney-in-Fact GABELLI FUNDS, INC. By:_________________________ Stephen G. Bondi Vice President-Finance 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. Senior Vice President and General Counsel Stephen G. Bondi Vice President - Finance James E McKee Vice President, Co-General Counsel and Assistant Secretary Steven M. Joenk Executive Vice President and Chief Financial Officer Joseph J. Frazzitta Assistant Secretary GAMCO Investors, Inc. Directors: Douglas R. Jamieson Joseph R. Rindler, Jr. Regina Pitaro Joseph J. Frazzitta F. William Scholz, II 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 and General Counsel J. Hamilton Crawford, Jr. Assistant Secretary Gabelli Securities, Inc. Directors: Charles C. Baum See above-Gabelli Funds, Inc. Joseph R. Rindler Managing Director GAMCO Investors, 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. Senior Vice President, Assistant Secretary, and General Counsel Joseph J. Frazzitta Vice President - Finance Gabelli & Company, Inc. Directors: James G. Webster, III Chairman 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. Senior Vice President, Secretary and General Counsel Walter K. Walsh Operations and Compliance Officer 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 WestIndies MeesPierson (Cayman) British American Centre Limited Dr. Roy's Drive- Phase 3 Georgetown, Grand Cayman Cayman Islands, British WestIndies 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. 2000 M. 63 North 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. 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 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 Spinnaker Industries, Inc. One Galleria Tower 13355 Noel Road Suite 1100 Dallas, TX 75240 Directors: Joseph P. Rhein Chairman 241 McClenaghan Mill Road Wynnewood, PA 19096 Richard J. Boyle The Boyle Group, Inc. 6110 Blue Circle Drive Suite 250 Minnetonka, MN 55343 Ned N. Fleming, III Boyle, Fleming, George & Co., Inc. One Galleria Tower 13355 Noel Road Suite 1100 Dallas, TX 75240 Officers: Robert E. Dolan Controller Joseph H. Epel Treasurer James W. Toman Assistant Secretary Ned N. Fleming, III President Richard J. Boyle Chairman and Chief Executive Officer Robert A. Hurwich Secretary Entoleter, Inc. 251 Welton Street Hamden, CT 06517 Directors: Joseph P. Rhein See above-Spinnaker William F. Bullis See above-Spinnaker Officers: 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 88062 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 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 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 Lynch Telecommunications Corporation 8 Sound Shore Drive Greenwich, CT 06830 Directors: Robert E. Dolan Controller Jack C. Keen Chairman Michael J. Small Vice President Officers: Jack C. Keen Chairman Jack W. Keen President Michael J. Small Vice President Robert A. Hurwhich Secretary Mary Beth Baxter Treasurer and Assistant Secretary Robert E. Dolan Controller Lynch Telephone Corporation 8 Sound Shore Drive Greenwich, CT 06830 Directors: Robert E. Dolan Controller Jack C. Keen Chairman Michael J. Small Vice President Officers: Jack C. Keen Chairman Jack W. Keen President Michael J. Small Vice President Robert A. Hurwhich Secretary Mary Beth Baxter Treasurer and Assistant Secretary Robert E. Dolan Controller EX-1 2 SCHEDULE II 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-CHURCH & DWIGHT CO GABELLI FUNDS, INC. THE GABELLI SMALL CAP GROWTH FUND 5/24/95 5,000- 20.5250 5/03/95 5,000- 18.8750 THE GABELLI ASSET FUND 5/09/95 5,000- 19.7500 GAMCO INVESTORS, INC. 6/22/95 1,500 20.7500 6/21/95 15,300 20.7500 6/20/95 5,700 20.7500 6/20/95 1,000- *DO 6/19/95 6,500 20.6250 6/15/95 4,000 20.6563 6/15/95 1,000- 20.6250 6/15/95 4,000- 20.6560 6/15/95 2,000 20.5000 6/14/95 4,000- 20.6563 6/13/95 1,500- 20.7500 6/13/95 1,800 20.5000 6/09/95 300 20.6250 6/07/95 5,000- 20.7500 6/07/95 3,200 20.8750 6/06/95 2,500 20.8750 6/06/95 15,800 21.0000 6/05/95 2,000 21.0000 5/30/95 900- 20.5000 5/26/95 1,000 20.5000 5/26/95 500 20.6250 5/23/95 3,000 21.0000 5/17/95 1,500- 20.2500 5/16/95 3,000- 20.1250 5/16/95 5,000- 20.1500 5/12/95 2,500- 20.5050 5/11/95 3,000- 20.6250 5/10/95 300 19.8750 PAGE 28 OF 29 5/10/95 300- 19.8750 5/09/95 300- 19.8750 5/04/95 2,500- 18.8750 5/04/95 300 19.0000 5/03/95 5,000 18.9625 5/02/95 5,000- 18.6250 5/01/95 2,500 18.6250 4/28/95 3,000 18.5000 4/28/95 1,500 18.6250 4/25/95 5,000 18.3750 4/24/95 1,000 18.3750 4/24/95 10,000 18.4425 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NY STOCK EXCHANGE. (2) PRICE EXCLUDES COMMISSION. (*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP OF GAMCO INVESTORS, INC. PAGE 29 OF 29 -----END PRIVACY-ENHANCED MESSAGE-----