-----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, JxicpFFiHtviM2wBOq9Simt8gqJznSaAfkNCYZpI3svqQq6euy9esZuI6ItCfNGn +aEd5Kaato50LCWrtO2drA== 0000807249-94-000071.txt : 19940714 0000807249-94-000071.hdr.sgml : 19940714 ACCESSION NUMBER: 0000807249-94-000071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940713 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TREDEGAR INDUSTRIES INC CENTRAL INDEX KEY: 0000850429 STANDARD INDUSTRIAL CLASSIFICATION: 3089 IRS NUMBER: 541497771 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40401 FILM NUMBER: 94538649 BUSINESS ADDRESS: STREET 1: 1100 BOULDERS PKWY CITY: RICHMOND STATE: VA ZIP: 23225 BUSINESS PHONE: 8043301075 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GABELLI FUNDS INC CENTRAL INDEX KEY: 0000807249 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 133056041 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580-1434 BUSINESS PHONE: 9149215128 SC 13D 1 INITIAL SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TREDEGER INDUSTRIES (Name of Issuer) Common Stock Par Value $1.00 Per Share (Title of Class and Securities) 894650100 (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) July 12, 1994 (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: _____ / x / _________________________________________________________________ CUSIP No. 894650100 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 : 247,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None (Item 5) OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 247,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None (Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 247,000 (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 2.27% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* HC _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _____________________________________ CUSIP No. 894650100 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 : 499,300 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 501,800 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 501,800 (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 4.61% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IA _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________________________________ CUSIP No. 894650100 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 The class of equity security to which this statement on form Schedule 13D relates is the Common Stock, par value $1.00 per share ("Securities"), of TREDEGAR, INDUSTRIES, (the "Issuer"), a Virginia corporation, with principal offices located at 1100 Boulders Parkway, Richmond, Virginia 23225. 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"), Safety Railway Service Corporation ("Safety Railway"), 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 partner- ships. 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"), Mario J. Gabelli ("Mr. Gabelli"), Lynch, Safety Railway, Western New Mexico and Inter-Community. 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, 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, The Gabelli Global Convertibles Securities Fund, 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. 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. Safety Railway, a Delaware subsidiary of Lynch, is also a public company and its stock is traded through the NASDAQ System. Safety Railway 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 Safety Railway actively pursue new business ventures and acquisitions. Lynch, Safety Railway, 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. GFI and its af- filiates beneficially own 41.36% of the shares of Common stock of Lynch, including shares obtainable upon the conversion of the Convertible Debentures of Lynch. Of this amount, Mario J. Gabelli beneficially owns 25.01% for his own account. 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. Safety Railway 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 August l7, l988, the parties named in the following administrative order consented to its entry by the Securities and Exchange Commission, prior to the adjudication of any issue of fact or law and without admitting or denying any of the allegations: In the Matter of The Gabelli Group, Inc., Gabelli-Rosenthal & Partners, L.P, G&R Partners, Gabelli Funds, Inc., GAMCO Investors, Inc. and Mario J. Gabelli, Securities Exchange Act of l934 Release No. 26005, Investment Act of l940 Release No. 16527. In substance, in its order, the Commission made findings that the entities and Mr. Gabelli violated Section 13(d) of the Securities Exchange Act of 1934 and Rule 13D-1 thereunder ("Section 13(d)") by failing to make a timely filing of a Schedule 13D (rather than a Schedule 13G on which certain of the entities reported their holdings) disclosing that the respondents formed a group to acquire or influence the control of DiGiorgio Corporation ("DiGiorgio") and that the entities (and not Mr. Gabelli) violated Section l7(d) of the Investment Company Act of 1940 and Rule 17d-1 thereunder ("Section 17(d)") by seeking a leveraged buy-out trans- action with DiGiorgio in which certain affiliated investment com- panies had an investment. The order requires the entities and Mr. Gabelli to comply with Section 13(d) and the entities to comply with Section l7(d) and requires the respondents to retain inde- pendent counsel to review their practices and procedures for compliance with Sections 13(d) and l7(d), to submit the counsel's report to the board of directors of the respondent entities and to the investment companies they advise and to provide the Staff of the Securities and Exchange Commission with such counsel's report and any action taken in response thereto. The independent counsel's report and suggested procedures were presented to the Board of Directors of the respondent entities and to the investment companies they advise. The Boards and manage- ment of all the entities adopted the recommended procedures in November of 1988. In addition the report and the action taken by the entities and their Boards were provided to the staff of the Securities and Exchange Commission on November 15, 1988. (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 $5,225,085 to purchase its Securities. GAMCO and GFI used approxi- mately $4,953,442 and $271,643, 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 4. Purpose of Transaction Each of the Reporting Persons, with the exceptions of Lynch and Safety Railway, has purchased and holds the Securities reported by it for investment for one or more accounts over which it has shared, sole, or both investment and/or voting power, for its own account, or both. The Reporting Persons, with the exceptions of Lynch and Safety Railway, are engaged in the business of securities analysis and investment and pursue an investment philosophy of identifying undervalued situations. In pursuing this investment philosophy, the Reporting Persons analyze the operations, capital structure and markets of companies in which they invest, including the Issuer, on a continuous basis through analysis of documentation and discus- sions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). The Reporting Persons do not believe they possess material inside information concerning the Issuer. As a result of these analytical activities one or more of the Reporting Persons may issue analysts reports, participate in interviews or hold discussions with third parties or with management in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder values. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D form, including, without limitation, such matters as disposing of one or more businesses, selling the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting, certain types of anti-takeover measures and restructuring the company's capitaliza- tion or dividend policy. Each of the Reporting Persons intends to adhere to the foregoing investment philosophy with respect to the Issuer. How- ever, none of the Reporting Persons intends to seek control of the Issuer or participate in the management of the Issuer, and any Reporting Person that is registered as an investment company under the l940 Act will participate in such a transaction only following receipt of an exemption from the SEC under Rule l7D-l under the l940 Act, if required, and in accordance with other applicable law. In pursuing this investment philosophy, each Reporting Person will continuously assess the Issuer's business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer's securities in particular, other developments and other investment opportunities, as well as the investment objectives and diversification requirements of its shareholders or clients and its fiduciary duties to such shareholders or clients. Depending on such assessments, one or more of the Reporting Persons may acquire additional Securities or may determine to sell or otherwise dispose of all or some of its holdings of Securities. Although the Reporting Persons share the same basic investment philosophy and although portfolio decisions are made by or under the supervision of Mr. Gabelli, the investment objectives and diversification requirements of various clients differ from those of other clients so that one or more Reporting Persons may be acquiring Securities while others are disposing of Securities. With respect to voting of the Securities, the Reporting Persons have adopted general voting policies relating to voting on specified issues affecting corporate governance and shareholder values. Under these policies, the Reporting Persons generally vote all securities over which they have voting power in favor of cumulative voting, financially reasonable golden parachutes, one share one vote, management cash incentives and pre-emptive rights and against greenmail, poison pills, supermajority voting, blank check preferred stock and super-dilutive stock options. Exceptions may be made when management otherwise demonstrates superior sen- sitivity to the needs of shareholders. In the event that the aggregate voting position of all joint filers shall exceed 25% of the total voting position of the issuer then the proxy voting committees of The Gabelli Equity Trust, The Gabelli Value Fund, and The Gabelli Asset Fund shall vote their funds shares independently. Each of the Covered Persons who is not a Reporting Person has purchased the Securities reported herein as beneficially owned by him for investment for his own account or that of one or more members of his immediate family. Each such person may acquire additional Securities or dispose of some or all of the Securities reported herein with respect to him. Other than as described above, none of the Reporting Persons and none of the Covered Persons who is not a Reporting Person has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D form. Gabelli-Rosenthal & Partners, L.P. ("G-R"), a partnership for whose general partner GLI, Inc., which is an indirect subsidi- ary of GFI, acts as the monitor of existing portfolio investments and this is its primary business purpose. Item 5. Interest In Securities Of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 748,800 shares, representing 6.87% of the 10,894,233 shares outstanding in the Issuer's most recently filed Form 10-Q dated April 30, 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 247,000 2.27% GAMCO As Principal 0 0.00% As Agent 501,800 4.61% 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 2,500 of the reported shares and except that GFI has sole dispositive and voting power with respect to the 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, 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, The Gabelli Global Convertible Securities Fund and/or The Gabelli Global Interactive Couch Potato 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. (c) Information with respect to all transactions in the Securities which were effected during the past sixty days by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference. (d) The investment advisory and brokerage clients of GFI, GAMCO, Gabelli & Company, the partners of the various partnerships managed by GLI, Mr. Gabelli, and GSI (including GR&P, GPP, and Gabelli Associates, to the extent of their economic interest there-in) and the shareholders of GIL which Mr. Gabelli manages and GR&P which is managed by GSI have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisors, brokerage and partnership arrangements, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Securities beneficially owned by such Reporting Persons. Except as noted, no such client or partner has an interest by virtue of such relationship that relates to more than 5% of the Securities. Neither Mr. Gabelli nor GFI nor any of such other Reporting Persons has an economic interest in any of the Securities reported herein except those reported as being directly beneficially owned by GFI, Mr. Gabelli, Gabelli & Company, GSI, GIL, GIL II, GAL, GPP, Lynch, Safety Railway and the Plan, and except those as to which GLI and Gabelli Associates have an interest through their general partner account in the partnerships managed by them. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The powers of disposition and voting of GFI, GAMCO, Gabelli & Company with respect to Securities owned beneficially by them on behalf of their investment advisory or brokerage clients, of GLI, Mr. Gabelli and GSI with respect to Securities owned beneficially by them on behalf of the partnerships which they directly or indirectly manage, and of GIL and GAL with respect to Securities owned beneficially by it on behalf of its shareholders, are held pursuant to written agreements with such clients and partnerships. The pertinent portions of forms of such agreements utilized by such Reporting Persons are filed as Exhibits hereto. Item 7. Material to be Filed as an Exhibit The following Exhibits B to I are incorporated herein by reference to Exhibits B to I on Schedule 13D of various Gabelli entities dated June 19, l989 relating to the Common Stock of Lincoln Telecommunications Company. The following Exhibit J is incorporated by reference to Exhibit J on Schedule 13D of various Gabelli entities dated August 26, 1988 relating to the Common Stock of United Inns, Inc. The following Exhibit K is incorporated by reference to Exhibit K on Amendment No. 3 to Schedule 13D of various Gabelli entities dated January 3, 1989 relating to the Common Stock of Wynn's International. The following Exhibit L is incorporated by reference to Exhibit L on Amendment No. 2 to Schedule 13D of various Gabelli entities dated July 17, 1989 relating to the Common Stock of Lincoln Telecommunications Company. The following Exhibit M is incorporated by reference to Exhibit M on Amendment No. 4 to Schedule 13D of various Gabelli entities dated October 2, 1989 relating to the Common Stock of Pittway Corporation. The following Exhibit N is incorporated by reference to Exhibit N to Schedule 13D of various Gabelli entities dated October 9, 1989 relating to the Common Stock of Graphic Technology, Inc. The following Exhibit O is incorporated by reference to Exhibit O to Schedule 13D of various Gabelli entities dated January 4, 1990 relating to the Common Stock of Eljer Industries, Inc. The following Exhibit P is incorporated by reference to Exhibit P to Schedule 13D of various Gabelli entities dated January 23, 1990 relating to the Common Stock of Eljer Industries, Inc. The following Exhibit Q is incorporated by reference to Exhibit Q to Schedule 13D of various Gabelli entities dated May 16, 1990 relating to the Common Stock of The Norton Company, Inc. The following Exhibit R is incorporated by reference to Exhibit R on Amendment No. 5 to Schedule 13D of various Gabelli entities dated October 9, 1990 relating to the common Stock of Dynamics Corpora- tion of America. The following Exhibit S is incorporated by reference to Exhibit S on Amendment No. 3 to Schedule 13D of various Gabelli Entities dated October 16, 1990 relating to the Common Stock of United Artists Entertainment Company. The following Exhibit T is incorporated by reference to Exhibit T on Amendment No. 33 to Schedule 13D of various Gabelli entities dated December 30, 1990 relating to the Common Stock of Graphic Scanning Corporation. The following Exhibit U in incorporated by reference to Exhibit U on Amendment No. 35 to Schedule 13D of various Gabelli entities dated January 12, 1991 relating to the Common Stock of Graphic Scanning Corporation. The following Exhibit V is incorpo- rated by reference to Exhibit V on Amendment No. 9 to Schedule 13D of various Gabelli entities dated May 21, 1991 relating to the Common Stock of Century Telephone Enterprises. The following Exhibit W is incorporated by reference to Exhibit W on Amendment No. 38 to Schedule 13D of various Gabelli entities dated August 13, 1991 relating to the Common Stock of Graphic Scanning Corporation. The following Exhibits X and Y are incorporated by reference to Exhibits X and Y on Amendment No. 26 to Schedule 13D of various Gabelli entities dated September 13, 1991 relating to the Common Stock of Lynch Corporation. The following Exhibit Z is incorporat- ed by reference to Exhibit Z on Amendment No. 11 to Schedule 13D of various Gabelli entities dated December 23, 1991 relating to an agreement between Century Telephone Enterprises, Inc. and GAMCO Investors, Inc. The following Exhibit AA is incorporated by reference to Exhibit AA on Amendment No. 11 to Schedule 13D of Triad Systems Corporation relating to Powers of Attorney for various Gabelli entities. The following Exhibit CC is incorporated by reference to Exhibit CC on Amendment No. 10 to Schedule 13D of The Liberty Corporation relating to a Memorandum of Understanding between Gabelli Funds, Inc., Mario J. Gabelli and the Federal Communications Commission. The following Exhibit DD and Exhibit EE is incorporated by reference to Exhibit DD on Amendment No.32 to Schedule 13D of Lynch Corporation relating to an agreement between Mr. Evanson and the Issuer. Exhibit FF dated December 28, 1992 relating to a proxy given by Mr. Meyers to Mr. Gabelli to vote all of the shares of Class A and Class B Common Stock of the Issuer attached hereto and hereafter shall be incorporated by reference as Exhibit FF. Exhibit GG dated April 13, 1993, relating to a letter agreement is attached hereto and hereinafter shall be incorporated by reference as Exhibit GG to Schedule 13D of various Reporting Persons. Exhibit HH dated June 30, 1993, relating to a research report on the Issuer prepared by a report ing person is attached hereto and hereafter shall be incorporated by reference as Exhibit HH to Schedule 13D of various Reporting Persons. Exhibit II dated January 19, 1994, relating to an agreement between Lynch Corporation and Mario J. Gabelli for the sale of common stock of Lynch Corporation to Mario J. GAbelli. Exhibit A: Joint Filing Agreement Exhibit B: Pertinent portions of form of investment advisory agreement used by GAMCO Inves- tors, Inc. Exhibit C: Pertinent portions of form of brokerage agreement used by Gabelli & Company, Inc. Exhibit D: Pertinent portions of Gabelli Funds, Inc. advisory agreements. Exhibit E: Pertinent portions of Gabelli Asset Fund and Gabelli Growth Fund voting procedu- res. Exhibit F: Pertinent portions of partnership agree- ments to which Gabelli Associates, GLI and GPP are parties. Exhibit G: Power of Attorney for Mario J. Gabelli Exhibit H: Power of Attorney for Daniel E. Miller Exhibit I: Power of Attorney for Joseph R. Rindler, Jr. Exhibit J: Power of Attorney for Douglas R. Jamieson Exhibit K: Pertinent portions of the Investment Management Agreement of GIL. Exhibit L: Additional Power of Attorney for Douglas R. Jamieson Exhibit M: The Gabelli Convertible Securities Fund Voting Procedures Exhibit N: Pertinent portions of the Investment Management Agreement of GAL Exhibit O: Letter Agreement between ELJER INDUSTRI- ES, INC. and THE GABELLI GROUP, INC. (January 2, 1990) Exhibit P: Letter Agreement between ELJER INDUSTRI- ES, INC. and THE GABELLI GROUP, INC. (January 19, 1990) Exhibit Q: Letter Agreement between THE NORTON COM- PANY and THE GABELLI GROUP, INC. (May 16, 1990) Exhibit R: Agreement between DYNAMICS CORPORATION OF AMERICA and GABELLI FUNDS, INC. and GAMCO INVESTORS, INC. (October 9, 1990) Exhibit S: Updated Powers of Attorney for Mario J. Gabelli, Daniel E. Miller, and Joseph R. Rindler Exhibit T: Agreement between BSE ACQUISITION CORPO- RATION and BELLSOUTH ENTERPRISES, INC. and GAMCO INVESTORS, INC. (December 30, 1990) Exhibit U: Agreement between BSE ACQUISITION CORPO- RATION and BELLSOUTH ENTERPRISES, INC. and GAMCO INVESTORS, INC. (January 12, 1991) Exhibit V: Complaint against CENTURY TELEPHONE ENTERPRISES by GAMCO INVESTORS, INC. (May 21, 1991) Exhibit W: Letter to BELLSOUTH ENTERPRISES, INC. from GAMCO INVESTORS, INC. (August 13, 1991) Exhibit X: Unanimous Written Consent of the Board of Directors of Gabelli Funds, Inc. (June 11, 1991) Exhibit Y: Unanimous Written Consent of the Board of Directors of Gabelli Securities, Inc. (June 11, 1991) Exhibit Z: Agreement between CENTURY TELEPHONE ENTERPRISES, INC. and GAMCO INVESTORS, INC. (December 23, 1991) Exhibit AA: Powers of Attorneys for Mario J. Gabelli and Daniel E. Miller. Exhibit CC: Memorandm of Understanding between Gabelli Funds, Inc. , Mario J. Gabelli and the Federal Communications Commis sion (dated November 3 , 1992). Exhibit DD: Letter agreement between Paul Evanson and Lynch Corporation with regard to a sale of shares of common stock of Lynch Corporation with regard to a sale of Common Stock of Lynch Corporation (dated November 6 , 1992.) Exhibit EE: Proxy authority from Mr. Evanson to Mr. Gabelli ( dated February 28, 1992). Exhibit FF: Proxy dated December 28, 1992 from Mr. Meyers to Mr. Gabelli to vote all of the shares of Stock of the Issuer held by Mr. Meyers. Exhibit GG: Letter agreement dated April 13, 1993. Exhibit HH: Research Report dated June 30, 1993 on C-TEC Corporation by Gabelli & Company, Inc. Exhibit II: Agreement between Lynch Corporation and Mario J. Gabelli for the sale of Common Stock of Lynch Corporation to Mr. Gabelli (dated January 19, 1994 ). 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: July 13, 1994 MARIO J. GABELLI By:_____________________________ J. Hamilton Crawford, Jr. Attorney-in-Fact GABELLI FUNDS, INC. By:_________________________ J. Hamilton Crawford, Jr. Senior Vice President, and General Counsel 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. Vice President and Assistant Secretary Stephen G. Bondi Vice President - Finance Joseph J. Frazzitta Assistant Secretary GAMCO Investors, Inc. Directors: Douglas R. Jamieson Joseph R. Rindler, Jr. Regina Pitaro Joseph J. Frazzitta William F. Scholz 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, Legal and Compliance and Assistant Secretary J. Hamilton Crawford, Jr. Assistant Secretary Gabelli Securities, Inc. Directors: Charles C. Baum See above-Gabelli Funds, Inc. Joseph R. Rindler Managing Director Gabelli & Company, 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. Vice President and Assistant Secretary Erwin I. Mevorah Vice President - Finance Gabelli & Company, Inc. Directors: James G. Webster, III Chairman Charles C. Baum See above-Gabelli Funds, Inc. 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. Vice President and Assistant Secretary 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 West Indies MeesPierson (Cayman) British American Centre Limited Dr. Roy's Drive- Phase 3 Georgetown, Grand Cayman Cayman Islands, British West Indies 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. 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. Robert C. Kolodny, M.D. Medical Director and Chairman of the Board of The Behavorial Medicine Institute 885 Oenoke Ridge Road New Canaan, CT 06840 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 Philip J. Lombardo Office of the President 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 Mary J. Carroll Administrative Assistant Safety Railway Service Corporation 251 Welton Street Hamden, CT 06517 Directors: Joseph P. Rhein Chairman 241 McClenaghan Mill Road Wynnewood, PA 19096 William F. Bullis Safety Railway Service Corporation 265 Great Neck Road Great Neck, NY 11021 Officers: Robert E. Dolan Controller Joseph H. Epel Treasurer and Assistant Secretary James W. Toman Assistant Secretary Entoleter, Inc. 251 Welton Street Hamden, CT 06517 Directors: Joseph P. Rhein See above-Safety Railway William F. Bullis See above-Safety Railway Officers: John M. Martin President 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 08062 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 Mary J. Carroll 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 James M. Bucher Asst. 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 Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments there- to) with respect to the Common Stock, par value $1.00 per share, of Ametek Incorporated and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 12th day of July, 1994. MARIO J. GABELLI By:____________________________ J. Hamilton Crawford, Jr. Attorney-in-Fact GABELLI FUNDS, INC. By:_________________________ J. Hamilton Crawford, Jr. Senior Vice President, and General Counsel GAMCO INVESTORS, INC. By:_________________________ Douglas R. Jamieson Chief Operating Officer and Executive Vice President 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-TREDEGAR INDUSTRIES GAMCO INVESTORS, INC. 7/11/94 2,500 15.0000 7/08/94 1,500- 14.7500 7/08/94 1,500 14.7500 7/08/94 1,000 15.0000 7/07/94 1,500 14.7500 7/07/94 1,500 14.8750 7/07/94 8,000 14.9030 7/07/94 313,500 14.9991 7/07/94 2,000 15.0000 6/08/94 5,000- 14.6500 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NY STOCK EXCHANGE. (2) PRICE EXCLUDES COMMISSION. -----END PRIVACY-ENHANCED MESSAGE-----