-----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, CScWw3AX+jJ/uoqhjAYF4FGroz5Ci/8TgdLJ36/NBsKBdyXJvAoFIuJWVy0/Q3Ig +kVD1JJtG+HY0WGZGuh0pA== 0000807249-06-000280.txt : 20061102 0000807249-06-000280.hdr.sgml : 20061102 20061102145548 ACCESSION NUMBER: 0000807249-06-000280 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061102 DATE AS OF CHANGE: 20061102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICOS CORP CENTRAL INDEX KEY: 0000874294 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911463450 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48079 FILM NUMBER: 061182297 BUSINESS ADDRESS: STREET 1: 22021-20TH AVENUE S.E., CITY: BOTHELL STATE: WA ZIP: 98021 BUSINESS PHONE: 2064851900 MAIL ADDRESS: STREET 1: 22021 20TH AVE SE CITY: BOTHELL STATE: WA ZIP: 98021 FORMER COMPANY: FORMER CONFORMED NAME: ICOS CORP / DE DATE OF NAME CHANGE: 20050927 FORMER COMPANY: FORMER CONFORMED NAME: ICOS CORP DATE OF NAME CHANGE: 20050927 FORMER COMPANY: FORMER CONFORMED NAME: ICOS CORP / DE DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAMCO INVESTORS, 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 BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580-1434 BUSINESS PHONE: 9149215128 MAIL ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: GABELLI ASSET MANAGEMENT INC ET AL DATE OF NAME CHANGE: 20020828 FORMER COMPANY: FORMER CONFORMED NAME: GABELLI FUNDS INC ET AL DATE OF NAME CHANGE: 19940714 SC 13D 1 icos00.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ICOS Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 449295104 (CUSIP Number) James E. McKee GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5294 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 30, 2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. CUSIP No. 449295104 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Funds, LLC I.D. NO. 13-4044523 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00-Funds of investment advisory clients 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1,235,300 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 1,235,300 (Item 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,235,300 (ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.89% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA CUSIP No. 449295104 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GAMCO Asset Management Inc. I.D. NO. 13-4044521 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00-Funds of investment advisory clients 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 2,020,295 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 2,056,995 (Item 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,056,995 (Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.14% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, CO CUSIP No. 449295104 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MJG Associates, Inc. I.D. NO. 06-1304269 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00-Client Funds 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 64,000 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 64,000 (Item 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,000 (ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.10% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 449295104 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Foundation, Inc. I.D. NO. 94-2975159 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION NV NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 33,000 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 33,000 (Item 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,000 (ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.05% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00-PRIVATE FOUNDATION CUSIP No. 449295104 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Securities, Inc. I.D. NO. 13-3379374 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00-Client Funds 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 177,020 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 177,020 (Item 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,020 (ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO, IA CUSIP No. 449295104 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GGCP, Inc. I.D. NO. 13-3056041 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 Source of funds (SEE INSTRUCTIONS) None 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER NONE 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON NONE 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO CUSIP No. 449295104 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GAMCO Investors, Inc. I.D. NO. 13-4007862 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 Source of funds (SEE INSTRUCTIONS) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 130,000 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 130,000 (ITEM 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,000 (ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.20% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO CUSIP No. 449295104 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mario J. Gabelli 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 Source of funds (SEE INSTRUCTIONS) 00 - Funds of private entities 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 80,000 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 80,000 (ITEM 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 (ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.12% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN Item 1. Security and Issuer The class of equity securities to which this statement on Schedule 13D relates is the Common Stock of ICOS Corporation (the "Issuer"), a Washington corporation with principal offices located at 22021 20th Avenue S. E., Bothell, Washington 98021. Item 2. Identity and Background This statement is being filed by Mario J. Gabelli ("Mario Gabelli") and various entities which he directly or indirectly controls or for which he acts as chief investment officer. These entities, except for Lynch Interactive Corporation ("Interactive"), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner of various private investment partnerships. Certain of these entities may also make investments for their own accounts. The foregoing persons in the aggregate often own beneficially more than 5% of a class of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary. (a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. formerly known as Gabelli Group Capital Partners, Inc. ("GGCP"), GAMCO Investors, Inc. formerly known as Gabelli Asset Management Inc. ("GBL"), Gabelli Funds, LLC ("Gabelli Funds"), GAMCO Asset Management Inc. formerly known as GAMCO Investors, Inc. ("GAMCO"), Gabelli Advisers, Inc. ("Gabelli Advisers"), Gabelli Securities, Inc. ("GSI"), Gabelli & Company, Inc. ("Gabelli & Company"), MJG Associates, Inc. ("MJG Associates"), Gabelli Foundation, Inc. ("Foundation"), Mario Gabelli, and Interactive. Those of the foregoing persons signing this Schedule 13D are hereafter referred to as the "Reporting Persons". GGCP makes investments for its own account and is the parent company of GBL. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below. GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act"). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others. GSI, a majority-owned subsidiary of GBL, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies. As a part of its business, GSI may purchase or sell securities for its own account. It is the immediate parent of Gabelli & Company. GSI is the Investment Manager of Gabelli Associates Fund, Gabelli Associates Fund II, Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia Partners, L.P. GSI and Marc Gabelli own 45% and 55%, respectively, of Gabelli Securities International Limited ("GSIL"). GSIL provides investment advisory services to offshore funds and accounts. GSIL is an investment advisor of Gabelli International Gold Fund Limited, Gabelli European Partners, Ltd., and Gabelli Global Partners, Ltd. Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker- dealer registered under the Securities Exchange Act of 1934, as amended ("1934 Act"), which as a part of its business regularly purchases and sells securities for its own account. Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which presently provides discretionary managed account services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund, Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Telecommunications Fund, Gabelli Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The Gabelli Global Convertible Securities Fund, Gabelli Capital Asset Fund, Gabelli International Growth Fund, Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value Fund, The Gabelli Mathers Fund, The Gabelli Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Comstock Strategy Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The Gabelli Global Gold, Natural Resources, & Income Trust (collectively, the "Funds"), which are registered investment companies. Gabelli Advisers, a subsidiary of GBL, is an investment adviser which provides discretionary advisory services to The Gabelli Westwood Mighty Mitessm Fund. The Plan, a qualified employee profit sharing plan, covers substantially all employees of GBL and its affiliates. MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited, Gabelli International II Limited, Gabelli Performance Partnership, and Gabelli Fund, LDC. The Foundation is a private foundation. Mario Gabelli is the President, a Trustee and the Investment Manager of the Foundation. Interactive is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. Interactive actively pursues new business ventures and acquisitions. Interactive makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, reinvesting, or trading in securities. Mario J. Gabelli is a director, officer and a substantial shareholder of Interactive. Mario Gabelli is the majority stockholder and Chief Executive Officer of GGCP and Chairman and Chief Executive Officer of GBL. GGCP is the majority shareholder of GBL. GBL, in turn, is the sole stockholder of GAMCO. GBL is also the majority stockholder of GSI and the largest shareholder of Gabelli Advisers. Gabelli & Company is a wholly-owned subsidiary of GSI. The Reporting Persons do not admit that they constitute a group. GGCP, GBL, GAMCO, and Gabelli & Company are New York corporations and GSI and Gabelli Advisers are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. Interactive is a Delaware corporation having its principal place of business at 401 Theodore Fremd Avenue, Rye, New York 10580. For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, "Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference. (f) - Reference is made to Schedule I hereto. Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons used an aggregate of approximately $119,131,497 to purchase the Securities reported as beneficially owned in Item 5. GAMCO and Gabelli Funds used approximately $64,916,037 and $38,954,343, 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. MJG Associates used approximately $2,015,642 of client funds to purchase the Securities reported by it. GSI used approximately $5,585,997 of client funds to purchase the Securities reported by it. GBL used approximately $4,093,800 of working capital to purchase the Securities reported by it. The Foundation used approximately $1,041,114 of working capital to purchase the Securities reported by it. Mario J. Gabelli used approximately $2,524,558 of the funds of private entities to purchase the Securities reported by him. Item 4. Purpose of Transaction Each of the Reporting Persons 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 exception of Interactive, 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 discussions 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 Schedule 13D 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 capitalization or dividend policy. Each of the Reporting Persons intends to adhere to the foregoing investment philosophy with respect to the Issuer. However, 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 1940 Act will participate in such a transaction only following receipt of an exemption from the SEC under Rule 17d-1 under the 1940 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 most portfolio decisions are made by or under the supervision of Mario 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 sensitivity 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 each of the Funds shall vote their Fund's 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 Schedule 13D. Item 5. Interest In Securities Of The Issuer (a) The aggregate number of Securities to which this Schedule 13D relates is 3,776,315 shares, representing 5.77% of the 65,453,238 shares outstanding as reported in the Issuer's most recent Form 10-Q for the quarter ended June 30, 2006. The Reporting Persons beneficially own those Securities as follows: Name Shares of Common Stock % of Class of Common Gabelli Funds 1,235,300 1.89% GAMCO 2,056,995 3.14% MJG Associates 64,000 0.10% GSI 177,020 0.27% Foundation 33,000 0.05% GBL 130,000 0.20% Mario J. Gabelli 80,000 0.12% Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GSI is deemed to have beneficial ownership of the Securities owned beneficially by Gabelli & Company. GBL and Gabelli Partners are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation. (b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 36,700 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, GBL, and Gabelli Partners is indirect with respect to Securities beneficially owned directly by other Reporting Persons. (c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference. (d) The investment advisory clients of, or partnerships managed by, GAMCO, Gabelli Funds, Gabelli Advisers and MJG Associates have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts 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 on behalf of such clients or partnerships. Except as noted, no such client or partnership has an interest by virtue of such relationship that relates to more than 5% of the Securities. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The powers of disposition and voting of Gabelli Funds, Gabelli Advisers, GAMCO, GSI and MJG Associates with respect to Securities owned beneficially by them on behalf of their investment advisory clients, and of MJG Associates and GSI with respect to Securities owned beneficially by them on behalf of the partnerships which they directly or indirectly manage, are held pursuant to written agreements with such clients, partnerships and funds. Item 7. Material to be Filed as an Exhibit The following Exhibit A is attached hereto. The following Exhibit B is incorporated by reference to Exhibit C in the Amendment No. 8 to Schedule 13D of the Reporting Persons with respect to Edgewater Technologies, Inc. Exhibit A: Joint Filing Agreement Exhibit B: Powers of Attorney to Douglas R. Jamieson and James E. McKee from Robert E. Dolan Powers of Attorney to Douglas R. Jamieson and James E. McKee from Raymond H. Keller. Powers of Attorney to Douglas R. Jamieson and James E. McKee from Mario J. Gabelli. Powers of Attorney to Karyn M. Nappi, and James E. McKee from Marc J. Gabelli. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 2, 2006 MARIO J. GABELLI MJG ASSOCIATES, INC. GGCP, INC. GABELLI FOUNDATION, INC. By:/s/ James E. McKee James E. McKee Attorney-in-Fact GAMCO INVESTORS, INC. GABELLI FUNDS, LLC GABELLI SECURITIES, INC. By:/s/ James E. McKee James E. McKee Secretary GAMCO ASSET MANAGEMENT INC. By:/s/ Douglas R. Jamieson Douglas R. Jamieson President and Chief Operating Officer SCHEDULE I Information with Respect to Executive Officers and Directors of the Undersigned Schedule I to Schedule 13D is amended, in pertinent part, as follows: The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management, Inc., Gabelli Funds, LLC, Gabelli & Company, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) of this Schedule 13D. GGCP, Inc. Directors: Vincent J. Amabile Mario J. Gabelli Business Consultant Chief Executive Officer of GGCP, Inc., and GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC; Chief Executive Officer of Lynch Interactive Corporation. Marc J. Gabelli Chairman of Lynch Corporation Matthew R. Gabelli Vice President - Trading Gabelli & Company, Inc. One Corporate Center Rye, New York 10580 Charles C. Baum Douglas R. Jamieson Secretary & Treasurer United Holdings Co., Inc. 2545 Wilkens Avenue Baltimore, MD 21223 See below Joseph R. Rindler, Jr. Business Consultant/former Chairman of GAMCO Asset Management Inc. Fredric V. Salerno Chairman; Former Vice Chairman and Chief Financial Officer Verizon Communications Officers: Mario J. Gabelli Bryan Berndt Chief Executive Officer and Chief Investment Officer Executive Vice President - Finance Henry Kiernan Vice President, Chief Financial Officer and Secretary GAMCO Investors, Inc. Directors: Edwin L. Artzt Richard L. Bready Former Chairman and Chief Executive Officer Procter & Gamble Company 900 Adams Crossing Cincinnati, OH 45202 Chairman and Chief Executive Officer Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903 Mario J. Gabelli John D. Gabelli See above Senior Vice President John C. Ferrara See below Karl Otto Pohl (1) Robert S. Prather Vincent S. Tese Sal. Oppenheim jr. & Cie. Bockenheimer Landstrasse 20 D-6000 FRANKFURT AM MAIN Germany President & Chief Operating Officer Gray Television, Inc. 4370 Peachtree Road, NE Atlanta, GA 30319 Lawyer, Investment Adviser and Cable Television Executive c/o Bear Stearns & Company, Inc. 245 Park Avenue, 19th Floor New York, NY 10167 Officers: Mario J. Gabelli Chairman and Chief Executive Officer Douglas R. Jamieson Henry G. Van der Eb John C. Ferrara President and Chief Operating Officer Senior Vice President Interim Chief Financial Officer James E. McKee Vice President, General Counsel and Secretary GAMCO Asset Management Inc. Directors: Douglas R. Jamieson Regina M. Pitaro F. William Scholz, II William S. Selby Officers: Mario J. Gabelli Chief Investment Officer - Value Portfolios Douglas R. Jamieson President and Chief Operating Officer Gabelli Funds, LLC Officers: Mario J. Gabelli Chief Investment Officer - Value Portfolios Bruce N. Alpert Executive Vice President and Chief Operating Officer James E. McKee Secretary Gabelli Advisers, Inc. Directors: Bruce N. Alpert Douglas R. Jamieson See above See above Officers: Bruce N. Alpert Chief Operating Officer James E. McKee Secretary Gabelli Securities, Inc. Directors: Robert W. Blake President of W. R. Blake & Sons, Inc. 196-20 Northern Boulevard Flushing, NY 11358 Douglas G. DeVivo General Partner of ALCE Partners, L.P. One First Street, Suite 16 Los Altos, CA 94022 Douglas R. Jamieson F. William Scholz, II President and Chief Operating Officer See above Officers: Douglas R. Jamieson James E. McKee See above Assistant Secretary Gabelli & Company, Inc. Directors: James G. Webster, III Chairman & Interim President Irene Smolicz Senior Trader Gabelli & Company, Inc. Officers: James G. Webster, III Chairman & Interim President Bruce N. Alpert Vice President - Mutual Funds James E. McKee Secretary Lynch Interactive Corporation, 401 Theodore Fremd Avenue Rye, NY 10580 Directors: Mario J. Gabelli See above - GGCP, Inc. Glenn Angelillo P.O. Box 128 New Canaan, CT 06840 Salvatore Muoio Principal S. Muoio & Co., LLC Suite 406 509 Madison Ave. New York, NY 10022 Lawrence R. Moats Moats Office & Properties, Inc. 100 West Palatine Road, Ste. L30 P.O. Box 1189 Palatine, IL 60078-1189 Gary L. Sugarman Chief Executive Officer Richfield Associates 400 Andrews Street Rochester, NY 14604 Officers: Mario J. Gabelli Chairman Robert E. Dolan Interim President and Chief Executive Officer, Chief Financial Officer John A. Cole Vice President, Corporate Development Secretary and General Counsel (1) Citizen of Germany 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-ICOS CORPORATION MARIO J. GABELLI 10/18/06 20,000 31.4833 10/18/06 20,000 31.4833 10/17/06 20,000 31.6200 10/30/06 20,000 31.6413 GABELLI FOUNDATION 10/18/06 18,000 31.4836 10/17/06 15,000 31.6273 GABELLI SECURITIES, INC. 10/26/06 3,000 31.5950 10/18/06 4,000 31.4941 GABELLI MULTIMEDIA PARTNERSHIP 10/26/06 10,000- 31.5925 10/19/06 20,000 31.4858 GABELLI ASSOCIATES LTD 11/01/06 18,000 31.6772 10/26/06 1,000 31.5825 10/24/06 9,000 31.5783 10/23/06 7,500 31.5600 10/18/06 13,000 31.4806 10/17/06 25,000 31.5332 GABELLI ASSOCIATES FUND II 11/01/06 1,800 31.6783 10/24/06 500 31.5775 10/23/06 1,000 31.5618 10/18/06 1,500 31.4800 10/17/06 2,500 31.5340 GABELLI ASSOCIATES FUND 11/01/06 18,800 31.6772 10/26/06 1,500 31.5800 10/24/06 10,000 31.5783 10/23/06 8,000 31.5599 10/18/06 14,000 31.4805 10/17/06 26,920 31.5332 MJG ASSOCIATES, INC. GABELLI PERFORMANCE PARTNERSHIP 10/18/06 30,000 31.4941 GABELLI INTERNATIONAL II LTD 10/18/06 4,000 31.4941 GABELLI INTERNATIONAL LTD 10/18/06 10,000 31.4941 GABELLI FUND, LDC 10/18/06 20,000 31.4951 GAMCO INVESTORS, INC. 10/19/06 100,000 31.4850 10/18/06 30,000 31.5100 GAMCO ASSET MANGEMENT INC. 11/01/06 10,000 31.6950 11/01/06 11,000 31.6900 11/01/06 6,347 31.6805 11/01/06 3,000 31.6800 11/01/06 2,500 31.6963 11/01/06 1,000 31.7100 11/01/06 15,000 31.6746 11/01/06 2,500 31.6500 11/01/06 3,000 31.6566 11/01/06 100 31.7350 11/01/06 3,000 31.6600 11/01/06 100,000 31.6710 11/01/06 50,000 31.6716 11/01/06 8,000 31.6732 11/01/06 3,000 31.7136 11/01/06 1,400 31.6787 10/31/06 4,500 31.7059 10/31/06 15,000 31.7132 10/31/06 1,000 31.6780 10/31/06 10,000 31.7267 10/31/06 1,000 31.5600 10/31/06 2,000 31.7565 10/31/06 8,000 31.6996 10/31/06 2,000 31.7240 10/31/06 9,700 31.6982 10/31/06 9,800 31.6981 10/31/06 13,000 31.6965 10/31/06 13,000 31.7015 10/31/06 15,000 31.6958 10/31/06 2,000 31.7167 10/31/06 30,000 31.6937 10/31/06 43,653 31.6930 10/31/06 5,000 31.7045 10/31/06 5,200 31.7489 10/30/06 5,200 31.6686 10/30/06 5,300 31.6684 10/30/06 1,500 31.6994 10/30/06 1,000 31.7211 10/30/06 4,000 31.6724 10/30/06 8,700 31.7045 10/30/06 1,100 31.7045 10/30/06 2,500 31.6821 10/30/06 7,000 31.6747 10/30/06 14,000 31.6886 10/30/06 3,000 31.6745 10/30/06 3,000 31.6778 10/27/06 5,000 31.6750 10/27/06 17,500 31.6475 10/27/06 2,000 31.6763 10/27/06 20,000 31.6471 10/27/06 19,900 31.6378 10/27/06 60,200 31.6378 10/27/06 4,000 31.6601 10/27/06 3,000 31.6655 10/26/06 5,000 31.6330 10/25/06 1,000 31.6250 10/25/06 1,173 31.6154 10/25/06 1,000 31.6250 10/25/06 1,000 31.6250 10/25/06 1,000 31.5900 10/24/06 12,000 31.6200 10/24/06 5,500 31.5834 10/24/06 22,100 31.5833 10/24/06 108,000 31.5838 10/24/06 3,000 31.6100 10/24/06 1,609 31.5983 10/24/06 6,000 31.5600 10/24/06 3,000 31.6012 10/24/06 3,000 31.5600 10/24/06 2,000 31.5950 10/24/06 6,000 31.5600 10/24/06 3,000 31.6300 10/24/06 3,000 31.6400 10/24/06 10,000 31.5900 10/24/06 54,000 31.5904 10/24/06 500 31.5775 10/24/06 3,000 31.5600 10/24/06 5,000 31.6229 10/23/06 5,000 31.6100 10/23/06 37,000 31.6250 10/23/06 9,000 31.6033 10/23/06 117,700 31.5600 10/23/06 10,000 31.5900 10/23/06 1,000 31.6250 10/23/06 1,000 31.5618 10/23/06 31,500 31.5600 10/23/06 3,000 31.6250 10/23/06 1,500 31.6100 10/23/06 11,000 31.6000 10/23/06 14,000 31.6250 10/20/06 19,500 31.5300 10/20/06 72,100 31.5300 10/20/06 1,000 31.5299 10/19/06 23,800 31.5000 10/19/06 2,000 31.5400 10/19/06 300 31.7098 10/19/06 700 31.5860 10/19/06 5,200 31.5800 10/19/06 2,000 31.4940 10/19/06 20,400 31.5680 10/19/06 1,400 31.5000 10/19/06 3,000 31.4800 10/19/06 1,000 31.5600 10/19/06 3,000 31.5100 10/19/06 47,000 31.5581 10/19/06 6,000 31.5148 10/19/06 8,062 31.5549 10/19/06 2,313 31.5212 10/19/06 24,000 31.5256 10/19/06 4,800 31.5000 10/19/06 6,000 31.5364 10/19/06 2,000 31.4800 10/18/06 26,200 31.5000 10/18/06 25,000 31.5160 10/18/06 1,500 31.4800 10/18/06 5,000 31.5400 10/18/06 4,000 31.4900 10/18/06 2,000 31.4940 10/18/06 17,000 31.4984 10/18/06 13,500 31.5379 10/18/06 11,938 31.5371 10/18/06 15,000 31.4989 10/18/06 17,200 31.5000 10/18/06 1,200 31.5488 10/18/06 6,500 31.5500 10/18/06 74,000 31.5271 10/18/06 13,600 31.5000 10/18/06 46,600 31.5510 10/18/06 5,000 31.5206 10/18/06 20,000 31.5076 10/18/06 42,000 31.5163 10/18/06 10,000 31.5011 10/18/06 4,500 31.5090 10/18/06 10,000 31.5100 10/18/06 21,000 31.5596 10/17/06 36,000 31.5563 10/17/06 10,000 31.5188 10/17/06 10,000 31.6050 10/17/06 2,000 31.5600 10/17/06 5,000 31.6400 10/17/06 140,000 31.5671 10/17/06 2,000 31.5343 10/17/06 20,000 31.5488 10/17/06 2,000 31.5388 10/17/06 45,000 31.5389 10/17/06 7,500 31.5779 10/17/06 500 31.6646 10/17/06 13,000 31.5996 10/17/06 5,000 31.5476 10/17/06 8,500 31.5422 GABELLI FUNDS, LLC. GABELLI EQUITY TRUST 10/27/06 100 31.5900 10/26/06 193,500 31.5900 10/19/06 21,100 31.4800 10/18/06 554,100 31.4800 10/17/06 100,000 31.6004 GABELLI CONVERTIBLE FUND 10/18/06 20,000 31.4900 10/17/06 50,000 31.6004 GABELLI ABC FUND 11/01/06 63,900 31.6350 10/30/06 700 31.6350 10/27/06 29,000 31.6349 10/19/06 22,900 31.4750 10/18/06 80,000 31.4794 10/17/06 100,000 31.6120 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NASDAQ STOCK MARKET. (2) PRICE EXCLUDES COMMISSION. 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 thereto) with respect to the Common Stock of ICOS Corporation, 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 November 2, 2006. MARIO J. GABELLI MARC J. GABELLI GGCP, INC. GABELLI PERFORMANCE PARTNERSHIP L.P. GABELLI INTERNATIONAL LIMITED GABELLI INTERNATIONAL II LIMITED GABELLI FUND, LDC MJG ASSOCIATES, INC. GABELLI FOUNDATION, INC. GEMINI CAPITAL MANAGEMENT LLC By:/s/ James E. McKee James E. McKee Attorney-in-Fact GAMCO INVESTORS, INC. GABELLI FUNDS, LLC GABELLI SECURITIES, INC. GLI, INC. GABELLI & COMPANY, INC. By: /s/ James E. McKee James E. McKee Secretary or Assistant Secretary ALCE PARTNERS, L.P. GABELLI MULTIMEDIA PARTNERS, L.P. GABELLI EUROPEAN PARTNERS MASTER FUND, LTD. GABELLI GLOBAL PARTNERS MASTER FUND, LTD. GABELLI ASSOCIATES LIMITED GABELLI ASSOCIATES FUND By:/s/ James E. McKee James E. McKee Secretary of Gabelli Securities Inc. BRIGHTON COMMUNICATIONS CORPORATION LYNCH INTERACTIVE CORPORATION WESTERN NEW MEXICO INTER-COMMUNITY TELEPHONE COMPANY BY:/s/ James E. McKee James E. McKee Attorney-in-Fact GAMCO ASSET MANAGEMENT, INC. By:/s/ Douglas R. Jamieson Douglas R. Jamieson President -----END PRIVACY-ENHANCED MESSAGE-----