-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NNsz1msyiHvxoHJxYiAhLbH7YcKPX/bUa1Hd0AeQucaUhwLT7zQ0B4zU4tqN7nZn WaaiRWRxI6wHbEtiZwGo+Q== 0000807249-02-000285.txt : 20021030 0000807249-02-000285.hdr.sgml : 20021030 20021030160639 ACCESSION NUMBER: 0000807249-02-000285 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROADWING INC CENTRAL INDEX KEY: 0000716133 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 311056105 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36895 FILM NUMBER: 02803239 BUSINESS ADDRESS: STREET 1: 201 E FOURTH ST 102 732 CITY: CINCINNATI STATE: OH ZIP: 45201 BUSINESS PHONE: 5133979900 MAIL ADDRESS: STREET 1: P O BOX 2301 CITY: CINCINNATI STATE: OH ZIP: 45201 FORMER COMPANY: FORMER CONFORMED NAME: CBI INC DATE OF NAME CHANGE: 19830814 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI BELL INC /OH/ DATE OF NAME CHANGE: 19920703 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 brw1abcde.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Broadwing Inc. (Name of Issuer) Common Stock $0.01 Par Value Per Share (Title of Class of Securities) ________111620100___________ (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 RReceive Notices and Communications) ______________________October 28, 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. 111620100 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 4,112,869 (Item 5) : 8 : : : SHARED VOTING POWER NONE : 9 : : : SOLE DISPOSITIVE POWER 4,112,869 (ITEM 5) :10 : : : SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,112,869 (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) 1.87% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA CUSIP No. 111620100 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 9,462,572 (Item 5) : 8 : : : SHARED VOTING POWER NONE : 9 : : : SOLE DISPOSITIVE POWER 9,813,072 (ITEM 5) :10 : : : SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,813,072 (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) 4.48% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, CO CUSIP No. 111620100 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MJG Associates, Inc. I.D. NO. 06-1304269 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 Connecticut NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH : 7 : : : SOLE VOTING POWER 88,300 (Item 5) : 8 : : : SHARED VOTING POWER NONE : 9 : : : SOLE DISPOSITIVE POWER 88,300 (Item 5) :10 : : : SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,300 (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) 0.04% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 111620100 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 - 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 3,500 (Item 5) : 8 : : : SHARED VOTING POWER NONE : 9 : : : SOLE DISPOSITIVE POWER 3,500 (Item 5) :10 : : : SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500 (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. 111620100 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli & Company, Inc. Profit Sharing Plan I.D. NO. 13-3798449 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 15,000 (Item 5) : 8 : : : SHARED VOTING POWER NONE : 9 : : : SOLE DISPOSITIVE POWER 15,000 (Item 5) :10 : : SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,000 (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) EP CUSIP No. 111620100 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. 111620100 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. 111620100 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. 111620100 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. 1 to Schedule 13D on the Common Stock of Broadwing 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 March 4, 2002. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings 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. These entities, except for Lynch Corporation ("Lynch") and Lynch Interactive Corporation ("Interactive"), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, as broker/dealer 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 Schedule 13G, 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 Advisers, Inc. ("Gabelli Advisers"), Gabelli Securities, Inc. ("GSI"), Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli & Company, Inc. Profit Sharing Plan (the "Plan"), MJG Associates, Inc. ("MJG Associates"), Gemini Capital Management LLC ("Gemini"), Gabelli Foundation, Inc. ("Foundation"), Mario Gabelli, Marc Gabelli, Lynch, and Interactive. 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. GAMI, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, each of which is 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. GSI is the Investment Manager of Gabelli Associates Fund, Gabelli Associates Fund II, Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia Partners, L.P. GSI and Marc Gabelli own 45% and 55%, respectively, of Gabelli Securities International Limited ("GSIL"). GSIL provides investment advisory services to offshore funds and accounts. GSIL is the investment advisor of Gabelli International Gold Fund Limited and Gabelli European Partners, Ltd. GSIL and Gemini are the investment advisors of Gabelli Global Partners, Ltd. 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. 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 Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible and Income 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, The Gabelli Blue Chip Value Fund, The Gabelli Mathers Fund, The Comstock Capital Value Fund and The Comstock Strategy Fund (collectively, the "Funds"), which are registered investment companies. 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. MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited, Gabelli International II Limited, Gabelli Performance Partnership, and Gabelli Fund, LDC. Gemini is a limited liability company whose primary business purpose is to provide advisory services to offshore funds. Marc Gabelli is the President and Chief Investment Officer 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. Interactive is a public company listed on the American Stock Exchange and is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. Lynch and Interactive actively pursue new business ventures and acquisitions. Lynch and Interactive make investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, reinvesting, or trading in securities. Mario J. Gabelli is a director, officer and a substantial shareholder of Lynch and Interactive. Mario Gabelli is the majority stockholder and Chairman of the Board of Directors and Chief Executive Officer of Gabelli Partners and GAMI, and the Chief Investment Officer for each of the Reporting Persons other than Gemini. Gabelli Partners is the majority shareholder of GAMI. GAMI, in turn, is the sole stockholder of GAMCO. GAMI is also the majority stockholder of GSI and the largest shareholder of Gabelli Advisers. Gabelli & Company is a wholly- owned subsidiary of GSI. Marc Gabelli is the majority stockholder of Gemini. The Reporting Persons do not admit that they constitute a group. Gabelli Partners, GAMI, GAMCO, and Gabelli & Company 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. MJG Associates is a Connecticut corporation having its principal business office at 8 Sound Shore Dr., Greenwich, CT 06830. Gemini is a Delaware limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. Lynch is an Indiana corporation having its principal business office at 50 Kennedy Plaza, Suite 1250, Providence, Rhode Island 02903. Interactive is a Delaware corporation having its principal place of business at One Corporate Center, 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 14,032,741 shares, representing 6.39% of the 219,027,111 shares outstanding. This latter number of shares is arrived at by adding the number of shares reported as being outstanding in the Issuer's most recent 10-Q for the quarter ended June 30, 2002 (218,909,725 shares) to the number of shares which would be receivable by the Reporting Persons if they were to convert all of the Issuer's Cumulative Convertible Preferred Shares held by them (117,386 shares). The Reporting Persons beneficially own those Securities as follows: Name Shares of Common Stock % of Class of Common Shares of Common Plus Preferred Stock Converted % of Common Plus Preferred Stock Converted Gabelli Funds 4,018,433 1.83% 4,112,869 1.87% GAMCO 9,793,622 4.47% 9,813,072 4.48% MJG Associates 88,300 0.04% 88,300 0.04% GSI 0 0.00% 3,500 0.00% The Plan 15,000 0.00% 15,000 0.00% Mario Gabelli 0 0.00% 0 0.00% Marc Gabelli 0 0.00% 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 Gabelli & Company. 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 350,500 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) Not applicable. 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: October 29, 2002 MARIO J. GABELLI MARC J. GABELLI MJG ASSOCIATES, INC. By:/s/ James E. McKee James E. McKee Attorney-in-Fact GABELLI FUNDS, LLC GABELLI GROUP CAPITAL PARTNERS, INC. GABELLI ASSET MANAGEMENT INC. 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 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 Avrum Gray Ralph R. Papitto Richard E. McGrail Raymond H. Keller Anthony R. Pustorino Gbar Limited Partnership 440 South LaSalle, Suite 2900 Chicago, IL 60605 Chairman and Chief Executive Officer President and Chief Operations Officer Vice President and Chief Financial Officer Professor Emeritus Pace University 1 Martine Avenue White Plains, NY 10606 Officers: Ralph R. Papitto See above Mario J. Gabelli Vice Chairman Richard E. McGrail See above Raymond H. Keller See above 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. 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 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 (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 EX-1 4 brwabcdef.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-BROADWING INC MJG ASSOCIATES, INC. GABELLI PERFORMANCE PARTNERSHIP 10/16/02 12,000 1.3500 9/10/02 2,000- 2.3800 GEMINI CAPITAL MANAGEMENT LTD 10/04/02 645- *DO 9/30/02 25,000- 1.9500 GAMCO INVESTORS, INC. 10/28/02 70,000 2.0338 10/28/02 5,000 2.0700 10/28/02 30,000 2.0800 10/28/02 1,000 2.3100 10/28/02 56,000 2.1351 10/25/02 41,000 1.8537 10/25/02 20,000 1.8886 10/25/02 18,000 1.9153 10/25/02 10,000 1.9500 10/24/02 2,000 1.8100 10/24/02 1,500- 1.8920 10/24/02 10,000- 1.7500 10/24/02 54,500 1.6730 10/24/02 30,000 1.7500 10/24/02 2,000 1.6500 10/24/02 15,000 1.6467 10/23/02 2,000- *DO 10/23/02 4,000 1.3400 10/22/02 20,000 1.4600 10/22/02 20,000 1.4479 10/22/02 10,000 1.4390 10/22/02 15,000- 1.4000 10/22/02 10,000 1.4663 10/22/02 500- 1.4600 10/21/02 5,000 1.4500 10/21/02 19,000 1.4196 10/18/02 1,000- *DO 10/18/02 10,000 1.2750 10/18/02 1,100- 1.3855 10/18/02 18,000 1.3217 10/17/02 1,000- 1.2000 10/17/02 29,500 1.2493 10/17/02 8,000 1.2300 10/16/02 2,000 1.3500 10/16/02 30,000 1.3483 10/16/02 15,000 1.2756 10/16/02 5,000 1.3300 10/16/02 8,500- 1.2353 10/16/02 2,000 1.2000 10/16/02 5,000- 1.3600 10/15/02 7,450- 1.4498 10/15/02 13,000 1.4938 10/15/02 500- 1.3500 10/14/02 10,000 1.3500 10/14/02 4,000 1.2500 10/14/02 20,000 1.2882 10/14/02 8,000 1.2813 10/11/02 17,000 1.3970 10/11/02 6,500- 1.5092 10/11/02 1,300- 1.5000 10/10/02 5,000 1.1540 10/10/02 22,700- 1.1970 10/10/02 3,000- 1.2600 10/10/02 1,500- *DO 10/10/02 5,000- 1.1700 10/09/02 13,500- 1.2144 10/09/02 3,000 1.2433 10/09/02 5,000 1.2900 10/08/02 1,000- 1.5900 10/08/02 10,000 1.3600 10/08/02 1,000- *DO 10/07/02 1,000 1.7700 10/07/02 10,000 1.6898 10/07/02 8,000 1.7845 10/07/02 10,500 1.7119 10/07/02 5,000 1.8000 10/07/02 5,000- 1.7240 10/07/02 1,000- *DO 10/07/02 1,000 1.6660 10/04/02 3,000 1.7600 10/03/02 750- 1.8000 10/02/02 7,000- 1.9471 10/02/02 1,000- *DO 10/02/02 5,500 1.9227 10/02/02 2,000 1.9900 10/01/02 10,000- 1.8960 10/01/02 2,000 1.9000 10/01/02 3,000 2.0000 9/30/02 10,000 2.0450 9/30/02 4,000- 2.0450 9/27/02 2,000- 2.1000 9/27/02 3,200 1.9200 9/27/02 1,000 1.9290 9/27/02 542- *DO 9/27/02 17,300 1.9884 9/27/02 708- *DO 9/27/02 3,000 1.9500 9/27/02 2,000- 1.8500 9/26/02 10,000 2.1718 9/26/02 10,000 2.1523 9/26/02 10,000 2.1500 9/26/02 22,000 2.1991 9/26/02 400 2.0300 9/26/02 1,000- 2.0000 9/26/02 8,000 2.1005 9/26/02 400 2.0800 9/26/02 1,700 2.0000 9/26/02 1,000 2.0400 9/25/02 11,200- 1.8904 9/25/02 5,000 1.8900 9/25/02 25,000 1.8992 9/25/02 1,000 1.9300 9/24/02 2,000- 1.8200 9/23/02 5,000 1.9100 9/23/02 15,000 1.9627 9/23/02 3,500 1.9800 9/23/02 66,000 1.9275 9/23/02 2,000 1.9300 9/23/02 1,000- *DO 9/23/02 2,000 1.9000 9/20/02 2,000- 2.1450 9/20/02 3,000- 2.0000 9/19/02 3,500- 2.2000 9/16/02 1,000- 2.2050 9/16/02 12,000 2.3200 9/16/02 5,000 2.3500 9/13/02 2,000- 2.4500 9/12/02 300- 2.6200 9/12/02 13,000- 2.4738 9/12/02 1,800 2.4700 9/12/02 300 2.4700 9/11/02 4,100 2.5200 9/10/02 1,000 2.5000 9/10/02 4,000- 2.4000 9/09/02 6,000- 2.5750 9/09/02 1,000 2.5500 9/06/02 2,000 2.6200 9/05/02 2,000- 2.7210 9/04/02 2,500- 2.7600 9/03/02 1,000 3.0200 8/30/02 3,000- 3.1000 8/29/02 16,000 3.2500 8/29/02 2,000- 3.2700 8/28/02 1,000- 3.1000 GABELLI FUNDS, LLC. GABELLI VALUE FUND 10/18/02 56,800 1.2600 10/17/02 13,200 1.2312 9/26/02 30,000 2.1569 9/26/02 100,000 2.0797 9/10/02 10,000- 2.2190 GABELLI UTILITY TRUST 10/17/02 10,000 1.2400 10/01/02 15,000 1.8978 GABELLI SMALL CAP GROWTH FUND 10/28/02 140,000 2.1793 GABELLI GLOBAL GROWTH 10/28/02 48,399 2.2722 10/23/02 23,265 1.3371 GABELLI EQUITY TRUST 10/21/02 50,000 1.4174 GABELLI EQUITY INCOME FUND 9/12/02 20,000- 2.4695 GABELLI CAPITAL ASSET FUND 10/14/02 5,000 1.2800 CONVERTIBLE PREFERRED SHARES-BROADWING 6.75% CONV PFD GAMCO INVESTORS, INC. 10/07/02 500- 10.1500 GABELLI SECURITIES, INC. GABELLI ASSOCIATES FUND 10/25/02 3,500 10.0000 GABELLI FUNDS, LLC. GABELLI GLOBAL GROWTH 10/17/02 160- 8.6500 GABELLI EQUITY INCOME FUND 9/17/02 2,500- 13.0000 9/12/02 300- 14.6000 GABELLI CONVERTIBLE FUND 10/25/02 500 10.4000 9/03/02 1,400- 16.0286 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NYSE. (2) PRICE EXCLUDES COMMISSION. (*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP. -----END PRIVACY-ENHANCED MESSAGE-----