-----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, R7jfZWOUB8Uo1KMA91yF6Y0zcIdVSKHZUJsCb/rX3nY7JsH3JRxLaXNMH+Jweh7G jw9+TcgYdbohgOUFj/vyUQ== 0000807249-96-000270.txt : 19961118 0000807249-96-000270.hdr.sgml : 19961118 ACCESSION NUMBER: 0000807249-96-000270 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961114 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHEIB EARL INC CENTRAL INDEX KEY: 0000087196 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 951759002 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13862 FILM NUMBER: 96665353 BUSINESS ADDRESS: STREET 1: 8737 WILSHIRE BLVD CITY: BEVERLY HILLS STATE: CA ZIP: 90211-2795 BUSINESS PHONE: 3106524880 MAIL ADDRESS: STREET 1: 8737 WILSHIRE BLVD CITY: BEVERLY HILLS STATE: CA ZIP: 90211-2795 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GABELLI FUNDS INC ET AL CENTRAL INDEX KEY: 0000807249 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133056041 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580-1434 BUSINESS PHONE: 9149215128 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 902(g) OF REGULATION S-T SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 18) Under the Securities Exchange Act of 1934 Earl Scheib Corporation (Name of Issuer) Common Stock Par Value $1.00 Per Share (Title of Class and Securities) 806398103 (CUSIP Number of Class of Securities) James E. McKee, Gabelli Funds, Inc. One Corporate Center Rye, NY 10580-1434, (914) 921-5294 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 11,1996 (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 Statement: _____ / / _________________________________________________________________ CUSIP No. 806398103 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* OO-Funds of investment company 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 _________________________________________________________________ : (7) SOLE VOTING POWER : 278,500 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None (Item 5) OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 278,500 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None (Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 278,500 (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 6.09% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* HC, IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ________________________________________________________________ CUSIP No. 806398103 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 : 553,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 603,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 603,000 (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 13.19% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 806398103 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Gabelli International Limited I.D. No. Foreign Corporation _________________________________________________________________ (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) ____ /___/ _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands _________________________________________________________________ : (7) SOLE VOTING POWER : 7,400 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 7,400 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,400 (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 0.16% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 806398103 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* PF _________________________________________________________________ (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 _________________________________________________________________ : (7) SOLE VOTING POWER : 9,460 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 9,460 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,460 (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 0.21% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IN _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer This Amendment No. 18 to Schedule 13D on Earl Scheib Corporation (the "Issuer") is being filed on behalf of the under- signed to amend the Schedule 13D, as amended (the "Schedule 13D") which was originally filed on August 19, 1988. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. Item 2. Identity and Background This statement is being filed by Mario J. Gabelli ("Mr. Gabelli") and various entities which he directly or indirectly controls or for which he acts as chief investment officer. These entities, except for Lynch Corporation ("Lynch"), Spinnaker Industries, Incorporated ("Spinnaker"), Western New Mexico Telephone Company ("Western New Mexico"), Entoleter, Inc. ("Ento- leter"), Lynch Telecommunications Corporation ("Lynch Telecom"), Lynch Telephone Corporation ("Lynch Telephone") and Inter-Commu- nity Telephone Company ("Inter-Community") (collectively, "Lynch and its affiliates"), engage in various aspects of the securities business, primarily as investment adviser to various institution- al 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 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 administra- tive uniformity, these persons have decided to file their benefi- cial 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. ("GS- I"), Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli Performance Partnership L.P. ("GPP"), GLI, Inc. ("GLI"), Gabelli Associates Fund ("Gabelli Associates"), Gabelli Associates Limited ("GAL"), Gabelli & Company, Inc. Profit Sharing Plan (the "Plan"), Gabelli International Limited ("GIL"), Gabelli Interna- tional II Limited ("GIL II"), Gabelli International Gold Fund Limited ("GIGFL"), ALCE Partners, L.P. ("ALCE"), Gabelli Multime- dia Partners, L.P. ("Multimedia Partners"), Gabelli Asset Manage- ment Company International Advisory Services Ltd. ("GIASL"), Mr. Gabelli, Lynch, Spinnaker, Western New Mexico, Entoleter, Lynch Telecom, Lynch Telephone and Inter-Community. Those of the foregoing persons signing this Schedule 13D are hereafter re- ferred 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 ("Advisers Act"). GAMCO is an investment 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 Securities Exchange Act of 1934, as amended ("l934 Act"), which as a part of its business regularly purchases and sells securities for its own account. 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 busi- ness purpose is to do friendly leveraged buyouts. At the present time, G-R's sole business purpose is to monitor its existing portfolio investments. Gabelli Associates is a New York limited partnership whose primary business purpose is risk arbitrage investments. GSI and Mr. Gabelli are the general partners of Gabelli Associ- ates. GAL is a corporation whose primary business purpose is risk arbitrage investments. Shares of GAL's Common Stock will be offered to persons who are neither citizens nor residents of the United States and may be offered to a limited number of U.S. investors. GSI is the investment manager of GAL. GSI, a majority-owned subsidiary of GFI, is a Delaware corporation which as a part of its business regularly purchases and sells securities for its own account. It is the immediate parent of Gabelli & Company. 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 regis- tered under the Advisers Act. GFI is an investment adviser which presently provides discretionary managed account services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible Securities Fund, Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Telecommunications Fund, Gabelli Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The Gabelli Global Convert- ible Securities Fund, Gabelli Capital Asset Fund, Gabelli Inter- national Growth Fund, Inc. and The Gabelli Global Interactive Couch Potato Fund (collectively, the "Funds"), which are regis- tered 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 investing 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 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 to persons who are neither citizens nor residents of the United States and may be offered to a limited number of U.S. investors. The investments of GIL are managed by Mr. Gabelli who is also a director and Chairman of the Board of Directors of GIL. GIL II is a corporation whose business purpose is investing primarily in a portfolio of equity securities and securities convertible into, or exchangeable for, equity securit- ies in order to achieve its investment objective of significant long-term growth of capital. Shares of GIL II's common stock are offered to persons who are neither citizens nor residents of the United States and may be offered to a limited number of U.S. investors. The investments of GIL II are managed by Mr. Gabelli who is also a director and Chairman of the Board of Directors of GIL II. ALCE is a Delaware investment limited partnership that seeks long-term capital appreciation primarily through invest- ments in public and private equity securities. GSI is a general partner of ALCE. Multimedia Partners is a Delaware investment limited partnership whose objective is to provide long-term capital appreciation by investing primarily in public and private multi- media communications companies. GSI is a general partner of Multimedia Partners. GIASL is a corporation whose primary business purpose is to provide advisory services to offshore funds. Lynch, an Indiana corporation, is a diversified public company traded on the American Stock Exchange. Its subsidiaries are engaged in communications, services, and manufactured pro- ducts. Spinnaker, a Delaware subsidiary of Lynch, is also a public company and its stock is traded through the NASDAQ System. Spinnaker is a diversified manufacturing firm with major subsid- iaries in specialty adhesive-backed materials business. Another of Lynch's subsidiaries, Western New Mexico, provides telephone services in a service area in Southwestern New Mexico. Inter- Community, which is also a subsidiary of Lynch, provides local telephone services in an area 40 miles west of Fargo, North Dakota. Lynch and Spinnaker actively pursue new business ven- tures and acquisitions. Lynch and its affiliates make invest- ments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisi- tions (not in the case of Western New Mexico) and are not engaged in the business of investing, reinvesting, or trading in securi- ties. Mr. Gabelli is Chairman of Lynch and owns beneficially 23.52% of the shares of common stock of Lynch. Mr. Gabelli is the majority stockholder and Chairman of the Board of Directors and Chief Executive Officer of GFI and the Chief Investment Officer for each of the Reporting Persons. GFI, in turn, is the majority stockholder of GAMCO. GFI is also 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 is a Delaware corporation, 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 and GIL are corporations 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. GIL II is a corporation organized under the laws of the British Virgin Islands having their principal business office at c/o Coutts & Company (Cayman) Limited, West Bay Road, Grand Cayman, British West Indies. GIASL is a Bermuda corporation with its principal business office at c/o Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda. Lynch is an Indiana corporation having its principal business office at 8 Sound Shore Drive, Greenwich, CT 06830. Spinnaker is a Delaware corporation having its princi- pal business office at 251 Welton Street, Hamden, CT 06511. For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, "Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference. (d) and (e) - On December 8, 1994, the SEC instituted and simultaneously accepted offers for the settlement of an administrative proceeding against Gabelli & Company and GAMCO. The order instituting the proceeding included a finding, which Gabelli & Company and GAMCO neither admitted nor denied, that they failed to implement and maintain policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by not sepecifically addressing the special circum- stances that arose from their affiliation with Lynch Corporation, a public company. To resolve this matter, Gabelli & Company and GAMCO agreed to cease and desist from violating Section 15(f) of the 1934 Act and Section 204A of the Advisers Act, respectively. They further agreed to each pay a civil penalty in the amount of $50,000, and to retain, and adopt the recommendations of, an independant consultant regarding their Section 15(f) and Section 204A policies and procedures. On December 13, 1991, the Virginia State Corporation Commission entered an order of settlement in final disposition of matters arising from an allegation that GAMCO had transacted business in Virginia as an investment adviser without having been registered as such under Virginia Code Section 13.1-504A or an exemption therefrom. GAMCO consented to the entry of the order without admitting or denying the allegation and without a hear- ing. The terms of the order provide that GAMCO would pay a fine and costs totalling fifty-five thousand dollars and would not transact business in Virginia as an investment adviser unless it was registered as such under section 13.1-504A or was exempt from registration. (f) - Reference is made to Schedule I hereto. Item 3. Source and Amount of Funds or Other Consideration Item 3 to Schedule 13D is amended, in pertinent part, as follows: GAMCO and GFI used approximately $328,475 and $7,050,re- spectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the additional Securities requiring this Amendment to Schedule 13D. Item 5. Interest In Securities Of The Issuer Item 5 to Schedule 13D is amended, in pertinent part, as follows: (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 850,360 shares, repre- senting 18.61% of the 4,570,728 shares outstanding as reported in the Issuer's most recently filed Form 10-K for the fiscal year ended July 31, 1996. 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 278,500 6.09% GAMCO: As Principal 0 0.00% As Agent 603,000 13.19% GIL 7,400 0.16% Mr. Gabelli 9,460 0.21% Mr. Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons and GFI is deemed to have beneficial ownership of the Securities beneficially owned 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 50,000 of the reported shares, and except that GFI has sole dispositive and voting power with respect to the 277,500 shares of the Issuer held by the 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 of the Funds shall respectively vote that Fund's 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. 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: November 14, 1996 GABELLI FUNDS, INC. By:________________________ James E. McKee General Counsel GAMCO INVESTORS, INC. By:_________________________ Douglas R. Jamieson Executive Vice President GABELLI INTERNATIONAL LIMITED By:_________________________ Mario J. Gabelli, Chairman and Investment Manager by: James E. McKee Attorney-in-Fact MARIO J. GABELLI By:___________________________ James E. McKee Attorney-in-Fact 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 Marc J. Gabelli Vice President Officers: Mario J. Gabelli Chairman, Chief Executive Officer and Chief Investment Officer Stephen G. Bondi Vice President - Finance James E. McKee Vice President, General Counsel and Secretary _____________________ * Mr. Gabelli is the Chairman, Chief Executive Officer and Chief Investment Officer of Gabelli Funds, Inc. and of GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, Inc.; Chairman and Chief Executive Officer of Lynch Corporation; Director of Spinnaker Industries, Inc.; Director of the Morgan Group, Inc. GAMCO Investors, Inc. Directors: Mario J. Gabelli Douglas R. Jamieson Joseph R. Rindler, Jr. Regina M. Pitaro F. William Scholz, II Officers: Mario J. Gabelli Chairman, Chief Executive Officer and Chief Investment Officer Joseph R. Rindler, Jr. President and Chief Operating Officer Douglas R. Jamieson Executive Vice President Stephen G. Bondi Vice President James E. McKee Vice President, General Counsel and Secretary Gabelli Securities, Inc. Directors: Robert W. Blake President of W.R. Blake & Sons, Inc. 196-20 Northern Boulevard Flushing, NY 11358 Douglas DeVivo General Partner of ALCE Partners, L.P. One First Street, Suite 16 Los Altos, CA 94022 Ronald L. Gallatin Consultant Gabelli Securities, Inc. One Corporate Center Rye, NY 10580 Francine Sommer Chief Executive Officer of General Partner of Gabelli Multimedia Partners, L.P. One Corporate Center Rye, NY 10580 Officers: Stephen G. Bondi Vice President James E. McKee Secretary Gabelli & Company, Inc. Directors: James G. Webster, III Chairman Stephen G. Bondi See above Donald C. Jenkins Director of Research Officers: James G. Webster, III Chairman Stephen G. Bondi Vice President Walter K. Walsh Compliance Officer James E. McKee 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 Gabelli Associates Limited Directors: Mario J. Gabelli See above-Gabelli Funds, Inc. MeesPierson (Cayman) British American Centre Limited Dr. Roy's Drive- Phase 3 Georgetown, Grand Cayman Cayman Islands, British WestIndies 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 Gabelli Asset Management Company International Advisory Services Ltd. Directors: Marc J. Gabelli See above-Gabelli Funds, Inc. Stephen G. Bondi See Above-Gabelli Funds, Inc. Joseph R. Rindler, Jr. See above-GAMCO Investors, Inc. Michael J. Burns Appleby, Spurling & Kempe Cedar House 41 Cedar Avenue Hamilton, HM12 Bermuda Douglas Molyneux Appleby, Spurling & Kempe Cedar House 41 Cedar Avenue Hamilton, HM12 Bermuda Lynch Corporation 8 Sound Shore Drive Greenwich, CT 06830 Directors: Paul J. Evanson President Florida Light & Power Co. P.O Box 14000 700 Universe Blvd. Juno Beach, Fl 33408 Morris Berkowitz Business Consultant 163-43 Willets Point Blvd. Whitestone, NY 11357 Mario J. Gabelli See above-Gabelli Funds, Inc. Paul Woolard Business Consultant 116 East 68th Street New York, NY 10021 E. Val Cerutti Business Consultant Cerutti Consultants 227 McLain Street Mount Kisco, NY 10549 Ralph R. Papitto Chairman of the Board AFC Cable Systems, Inc. 50 Kennedy Plaza Suite 1250 Providence, RI 02903 Salvatore Muoio Vice President Lazard Freres & Co. L.L.C. One Rockefeller Plaza New York, NY 10020-2327 Officers: Mario J. Gabelli Chairman and Chief Executive Officer Joseph H. Epel Treasurer Robert E. Dolan Chief Financial Officer Carmine Ceraolo Assistant Controller Robert A. Hurwich Vice President-Administration, Secretary and General Counsel Spinnaker Industries, Inc. 600 N. Pearl Street Suite 2160 Dallas, TX 75201 Directors: Joseph P. Rhein 5003 Central Avenue Ocean City, NJ 08226 Richard J. Boyle The Boyle Group, Inc. 6110 Blue Circle Drive Suite 250 Minnetonka, MN 55343 Ned N. Fleming, III Boyle, Fleming, George & Co., Inc. 600 N. Pearl Street Suite 2160 Dallas, TX 75201 Mario J. Gabelli See above-Gabelli Funds, Inc. Robert E. Dolan See above Lynch Corporation Anthonie C. van Ekris Chairman and Chief Executive Officer Balmac International, Inc. 61 Broadway Suite 1900 New York, NY 10006 Officers: James W. Toman Controller Ned N. Fleming, III President Richard J. Boyle Chairman and Chief Executive Officer Robert A. Hurwich Secretary Mark A. Matteson Vice President, Corporate Development Entoleter, Inc. 251 Welton Street Hamden, CT 06517 Directors: Ned N. Fleming, III See above-Spinnaker Mark A. Matteson See above-Spinnaker James W. Toman See above-Spinnaker Robert P. Wentzel See above Entoleter James Fleming 230 Saugatuck Avenue, Unit 8 Westport, CT 06880 Officers: James W. Toman Chief Financial Officer and Secretary Robert P. Wentzel President Anthony R. Massaro Vice President-Manufacturing Western New Mexico Telephone Company 314 Yankee Street Silver City, NM 88062 Directors: Jack C. Keen Chairman Jack W. Keen President Dr. Brian E. Gordon Vice President Mary Beth Baxter Secretary & Treasurer Robert E. Dolan See above-Lynch Corporation Robert A. Hurwich See above-Lynch Corporation Carmine Ceraolo See above-Lynch Corporation Officers: Jack C. Keen Chairman of the Board Jack W. Keen President Jack L. Bentley Executive Vice President Dr. Brian E. Gordon Vice President Charles M. Baxter Sr. Vice President-Operations Mary Beth Baxter Secretary & Treasurer Robert A. Hurwich 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 Robert A. Hurwich 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 Robert A. Hurwich Assistant Secretary Lynch Telecommunications Corporation 8 Sound Shore Drive Greenwich, CT 06830 Directors: Richard A. Kiesling 2801 International Lane Suite 207 Madison, WI 53740 Jack C. Keen See above-Western New Mexico Telephone Company Robert A. Snyder See above-Inter-Community Telephone Company Officers: Robert A. Hurwich Secretary Mary Beth Baxter Treasurer and Assistant Secretary Robert E. Dolan Controller Lynch Telephone Corporation 8 Sound Shore Drive Greenwich, CT 06830 Directors: Robert E. Dolan Controller Jack C. Keen Chairman Officers: Jack C. Keen Chairman Jack W. Keen President Robert A. Hurwich Secretary Mary Beth Baxter Treasurer and Assistant Secretary Robert E. Dolan Controller EX-1 2 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-EARL SCHEIB GAMCO INVESTORS, INC. 11/11/96 3,000 7.0000 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NY STOCK EXCHANGE. (2) PRICE EXCLUDES COMMISSION. Page 29 of 29 -----END PRIVACY-ENHANCED MESSAGE-----