-----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, VhPuZTzcslLuGnDy7Qg9JNZzVZyNwRnrzprwxzCWNM+CdXvdZs/rr7ZFOyFS2OIt 7s12c1MURyep0xZSwzGzGw== 0000807249-05-000041.txt : 20050214 0000807249-05-000041.hdr.sgml : 20050214 20050214153839 ACCESSION NUMBER: 0000807249-05-000041 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEREP NATIONAL RADIO SALES INC CENTRAL INDEX KEY: 0000796735 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 131865151 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57317 FILM NUMBER: 05609472 BUSINESS ADDRESS: STREET 1: 100 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129160700 MAIL ADDRESS: STREET 1: 100 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 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 13G/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 13G/A 1 irep02.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 2)* Interep National Radio Sales, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 45866V109 (CUSIP Number) December 31, 2004 (Date of Event which Requires the Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for the reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). _________________________________________________________________ CUSIP No. 45866V109 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS THE GABELLI SMALL CAP GROWTH FUND 13-3626993 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /_X_/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION MARYLAND _________________________________________________________________ : (5) SOLE VOTING POWER : 625,644 :________________________ : (6) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (7) SOLE DISPOSITIVE : POWER : None :________________________ :(8) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 625,644 _________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* N/A _________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.61% _________________________________________________________________ (12) TYPE OF REPORTING PERSON* IV _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. (a) Interep National Radio Sales, Inc. (b) 100 Park Avenue, New York, NY 10017 ITEM 2. (a) The Gabelli Small Cap Growth Fund (b) One Corporate Center, Rye, N.Y. 10580 (c) Maryland (d) Class A Common Stock, Par Value $0.01 per share (e) Cusip # 45866V109 ITEM 3. This statement is being filed pursuant to Rule 13d-1(b) by an Investment Company registered under Section 8 of the Investment Company Act. ITEM 4. (a) Amount beneficially owned: 625,644 shares (assumes conversion into the Issuer's Class A Common Stock of the 21,618 shares of the Issuer's Series A Convertible Preferred Stock and the 125,000 warrants held by The Gabelli Small Cap Growth Fund). (b) Percent of Class: 8.61% (c) (i) 625,644 shares. In accordance with the policies and procedures of the Reporting Person, the proxy voting committee of the Reporting Person exercises in its sole discretion the entire voting power with respect to all shares of the Issuer held and to be held by the Reporting Person until such committee otherwise determines. Accordingly, the investment adviser to the Reporting Person has no voting authority with respect to any shares held by the Reporting Person but continues to have sole dispositive power over such shares. (ii) None. (iii) None. (iv) None. ITEM 5. Ownership of Five Percent or Less of a Class. Not applicable. ITEM 6. Ownership of More then Five Percent on Behalf of Another Person. As indicated in the response to Item 4 (c) (i), the investment adviser has sole dispositive power over all shares of the Issuer held by the Reporting Person. ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. ITEM 8. Identification and Classification of Members of the Group. Not applicable. ITEM 9. Notice of Dissolution of Group. Not applicable. ITEM 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 14, 2005 THE GABELLI SMALL CAP GROWTH FUND By:___/s/ Bruce N. Alpert Bruce N. Alpert President -----END PRIVACY-ENHANCED MESSAGE-----