-----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, KZVxVw+UFuLUksCDhtssHTMdj0rtj+ENGlWWYb0FS8ZW4iNJgc13I0xjWUm9V/tD Wvm3djxo9H8spJlUGVBDnw== 0000807249-98-000033.txt : 19980129 0000807249-98-000033.hdr.sgml : 19980129 ACCESSION NUMBER: 0000807249-98-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980128 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON GENERAL CORP CENTRAL INDEX KEY: 0000048948 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 131947395 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-07567 FILM NUMBER: 98515120 BUSINESS ADDRESS: STREET 1: 111 GREAT NECK RD CITY: GREAT NECK STATE: NY ZIP: 11021 BUSINESS PHONE: 5164878610 MAIL ADDRESS: STREET 1: P O BOX 355 CITY: GREAT NECK STATE: NY ZIP: 11022 FORMER COMPANY: FORMER CONFORMED NAME: HUDSON LEASING CORP DATE OF NAME CHANGE: 19711207 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 MAIL ADDRESS: STREET 1: GABELLI FUNDS STREET 2: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendmnt No. 46) HUDSON GENERAL CORPORATION (Name of Issuer) Common Stock Par Value $1.00 Per Share (Title of Class of Securities) 443784103 (CUSIP Number) 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) January 22, 1998 (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 Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: ____ /___/ _________________________________________________________________ CUSIP No. 443784103 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 : None (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : 115,000 (Item 5) OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 115,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 115,000 (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 6.61% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* HC, IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ _________________________________________________________________ CUSIP No. 443784103 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 : 627,795 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 662,179 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 662,179 (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 38.03% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 443784103 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gemini Capital Management Limited _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* 00-Funds of clients _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ /___/ _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda _________________________________________________________________ : (7) SOLE VOTING POWER : 3,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 3,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000 (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 0.17% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ________________________________________________________________ CUSIP No. 443784103 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Performance Partnership L.P. I.D. No. 13-3396569 _________________________________________________________________ (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 New York _________________________________________________________________ : (7) SOLE VOTING POWER : 15,500 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 15,500 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,500 (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 0.89% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* PN _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 443784103 13D _________________________________________________________________ (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: ____ (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 NV _________________________________________________________________ : (7) SOLE VOTING POWER : 244 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 244 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 244 (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 0.01% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* 00-PRIVATE FOUNDATION _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 443784103 13D _________________________________________________________________ (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: ____ (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 : 10,900 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 10,900 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,900 (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 0.63% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IN _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1.Security and Issuer This Amendment No. 46 on the Common Stock of Hudson General Corporation (the "Issuer") is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the "Schedule 13D") which was originally filed on August 26, 1988. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth this 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. ("Entole- ter"), Lynch Telecommunications Corporation ("Lynch Telecom"), Lynch Telephone Corporation ("Lynch Telephone") and Inter-Community Telephone Company ("Inter-Community") (collectively, "Lynch and its affiliates"), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, as broker/dealer and as general partner of various private investment partnerships. Certain of these entities may also make investments for their own accounts. The foregoing persons in the aggregate often own beneficially more than 5% of a class of 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 13G or implemen- tation 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 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 International II Limited ("GIL II"), Gabelli International Gold Fund Limited ("GIGFL"), ALCE Partners, L.P. ("ALCE"), Gabelli Multimedia Partners, L.P. ("Multimedia Partners"), Gemini Capital Management Ltd. ("Gemini"), Gabelli Foundation, Inc. ("Foundation"), 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 referred to as the "Reporting Persons". GAMCO, a wholly-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 founda- tions. 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 the trustee for the Gabelli-Rosenthal & Partners, L.P. Liquidating Trust. 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 Associates. 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 registered 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 Interna- tional Growth Fund, Inc. and The Gabelli Global Interactive Couch Potato Fund (collectively, the "Funds"), which are registered investment companies. The Plan, a qualified employee profit sharing plan, covers substantially all employees of GFI and its affiliates. GPP, a New York 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 securities 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 investments 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 multime- dia communications companies. GSI is a general partner of Multimedia Partners. Gemini is a corporation whose primary business purpose is to provide advisory services to offshore funds. The Foundation is a private foundation. Mr. Gabelli is the President, a Trustee and the Investment Manager of the Foundation. Lynch, an Indiana corporation, is a diversified public company traded on the American Stock Exchange. Its subsidiaries are engaged in communications, services, and manufactured products. 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 subsidiaries in specialty adhesive-backed materials business. Another of Lynch's subsidiar- ies, 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 ventures and acquisitions. Lynch and its affiliates 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 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 other than Gemini. GFI, in turn, is the sole 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. Mr. Marc J. Gabelli is the majority stockholder of Gemini. 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. Gemini is a Bermuda corporation with its principal business office at c/o Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda. The Foundation is a private foundation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. 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 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 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 specifically addressing the special circumstances 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. (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: All Reporting Persons used an aggregate of approximately $1,015,271 to purchase the additional Securities requiring this Amendment to Schedule 13D. GAMCO and GFI used approximately $901,988 and $137,045, 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 additional Securities for such clients. 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 806,823 shares, representing 46.34% of the 1,741,149 shares outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 1997. The Reporting Persons beneficially own the Securities as follows: Shares of % of Common Class of Name Stock Common GFI: As Principal 0 0.00% As Agent 115,000 6.61% GAMCO: As Principal 0 0.00% As Agent 662,179 38.03% GPP 15,500 0.89% GIASL 3,000 0.17% Foundation 244 0.01% Mario J. Gabelli 10,900 0.63% 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 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 (i) GAMCO Investors, Inc. does not have authority to vote 34,384 of the reported shares; (ii) since the aggregate voting interest of all joint filers exceeds 25% of total voting interest in the Issuer, with respect to 31,000 shares (1.78%) of Common Stock held by the Gabelli Capital Asset Fund, the 40,000 shares (2.30%) of Common Stock held by the Gabelli Asset Fund, the 1,000 shares (0.06%) of Common Stock held by the Gabelli ABC Fund, and the 43,000 shares (2.47%) held by the Gabelli Small Cap Growth Fund, the proxy voting committee of each such Fund has taken and exercises in its sole discretion the entire voting power with respect to the shares held by each such Fund, until its proxy committee determines otherwise and, accordingly, GFI has no voting authority with regard to the shares held by such Funds; and (iii) the power of Mr. Gabelli and GFI is indirect with respect to the 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. 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: January 28, 1998 GABELLI FUNDS INC. By:________________________ James E. McKee General Counsel GAMCO INVESTORS, INC. By:_________________________ Douglas R. Jamieson Executive Vice President MARIO J. GABELLI By:_____________________________ James E. McKee Attorney-in-Fact GEMINI CAPITAL MANAGEMENT LTD. By:_____________________________ Marc J. Gabelli Director by: James E. McKee Attorney-in-Fact GABELLI PERFORMANCE PARTNERSHIP,L.P. By:_________________________ Mario J. Gabelli, General Partner 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 individual 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 viola- tions 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 Execu- tive 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 Executive Vice President, Chief Financial and Admin- istrative Officer 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. 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 Chief Executive Officer and Chief Investment Officer Joseph R. Rindler, Jr. Chairman 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 G. 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 Gary P. Watson See below Joseph R. Rindler, Jr. See above Officers: Gary P. Watson Executive Vice President, Chief Financial and Admin- istrative Officer 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 Bruce N. Alpert Vice President-Mutual Funds 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 Gemini Capitial Management Ltd. Directors: Marc J. Gabelli See above-Gabelli Funds, Inc. Stephen G. Bondi See Above-Gabelli Funds, Inc. Michael A. Salatto Controller 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 Mario J. Gabelli See above-Gabelli Funds, Inc. E. Val Cerutti Business Consultant Cerutti Consultants 227 McLain Street Mount Kisco, NY 10540 Ralph R. Papitto Chairman of the Board AFC Cable Systems, Inc. 50 Kennedy Plaza Suite 1250 Providence, RI 02903 Salvatore Muoio Principal S. Muoio & Co., LLC 655 Third Avenue New York, NY 10017 John C. Ferrara Business Consultant 110 Edward Place Stamford, CT 06905 Officers: Mario J. Gabelli Chairman and Chief Executive Officer 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, & Co., Inc. 600 N. Pearl Street Suite 2160 Dallas, TX 75201 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 Frank E. Grzelecki President Handy & Harman One Corporate Center Rye, New York 10580 Philip W. Colburn Chairman of the Board Allen Telecom, Inc. 11611 San Vincente Blvd. Suite 505 Los Angeles, CA 90049 Officers: Ned N. Fleming, III President Richard J. Boyle Chairman and Chief Executive Officer Robert A. Hurwich Secretary Mark A. Matteson Vice President, Corporate Development Craig Jennings Controller Entoleter, Inc. 251 Welton Street Hamden, CT 06517 Directors: Ned N. Fleming, III See above-Spinnaker Mark A. Matteson See above-Spinnaker Robert Hladick See above Entoleter Robert P. Wentzel See above Entoleter James Fleming 230 Saugatuck Avenue, Unit 8 Westport, CT 06880 Officers: Robert P. Wentzel President Mark R. Matteson Vice President Robert Hladick Controller & Secretary Western New Mexico Telephone Company 314 Yankee Street Silver City, NM 88062 Directors: Jack C. Keen Chairman and President Dr. Brian E. Gordon Vice President Mary Beth Baxter Secretary & Treasurer John Clay Keen Route 6 Box 270 Greenville, TX 75401 Robert E. Dolan See above-Lynch Corporation Robert A. Hurwich See above-Lynch Corporation Carmine Ceraolo See above-Lynch Corporation Mary J. Carroll See above-Lynch Corporation Eugene P. Connell See above-Lynch Corporation Officers: Jack C. Keen Chairman and 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 Robert E. Dolan See above-Lynch Corporation Joseph H. Epel See above-Lynch Corporation Robert A. Hurwich See above-Lynch Corporation Eugene P. Connell See above-Lynch Corporation Harry B. Snyder P.O. Box 131 Buffalo, ND 58011 Robert Snyder 200 Broadway South Buffalo, ND 58011 Keith S. Anderson See above-Inter-Community Telephone Company Robert Reff See above-Inter-Community Telephone Company Officers: Leone A. Nilsen President Robert Snyder President Robert Reff Vice President Keith S. Anderson 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 Robert E. Dolan See above-Lynch Corporation Robert A. Snyder See above-Inter-Community Telephone Company Eugene P. Connell See above-Lynch Corporation Officers: Robert A. Hurwich Secretary Joseph H. Epel Treasurer and Assistant Secretary Robert E. Dolan President, Controller, Assistant Treasurer, and Assistant Secretary Lynch Telephone Corporation 8 Sound Shore Drive Greenwich, CT 06830 Directors: Robert E. Dolan Controller Jack W. Keen President Robert A. Hurwich See above-Lynch Corporation Eugene P. Connell See above-Lynch Corporation 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-HUDSON GENERAL GIL II, LTD. 11/10/97 500- 47.5250 GABELLI FUNDS, INC. THE GABELLI SMALL CAP GROWTH FUND 12/16/97 1,000 47.0250 THE GABELLI CAPITAL ASSET FUND 1/06/98 500 45.7000 1/02/98 500 47.0500 1/02/98 1,000- 47.0500 12/31/97 1,000 47.0500 THE GABELLI ABC FUND 11/28/97 900 48.4944 GAMCO INVESTORS, INC. 1/21/98 1,500 43.6833 1/08/98 3,500- 47.5722 1/08/98 3,000 47.6440 1/06/98 6,500- 47.6438 1/06/98 3,500 47.6438 1/06/98 3,500 47.5722 12/31/97 3,000 47.6438 12/24/97 1,000 46.7250 11/17/97 400 48.2986 11/13/97 2,400 47.2917 11/06/97 700 47.8929 GAMCO INVESTORS, INC. 1/26/98 1,000 44.6250 1/23/98 500 44.6250 1/22/98 1,500 44.2500 1/22/98 200 44.6250 1/16/98 300 43.8750 1/08/98 1,000 47.6438 1/08/98 500 45.0000 1/08/98 1,000- 47.5722 1/07/98 1,000 45.0000 1/07/98 1,100- 45.0227 1/06/98 1,000- 47.6438 1/06/98 800 45.4063 1/06/98 1,000 47.5722 1/02/98 1,200- 47.1146 12/31/97 1,000 47.6438 12/26/97 500 47.0000 12/26/97 500- 46.7500 12/24/97 200 47.1250 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-HUDSON GENERAL GAMCO INVESTORS, INC. 12/23/97 2,300 46.2500 12/23/97 300- 46.0000 12/22/97 500- 46.6500 12/16/97 500- 46.6750 12/15/97 500 46.8000 12/12/97 200- 46.6250 12/08/97 500 48.0000 12/04/97 800 48.0000 11/26/97 600 48.0000 11/25/97 100 48.0000 11/24/97 700- *DO 11/17/97 1,400 48.2986 11/12/97 1,000 46.5000 11/04/97 300 46.5000 11/04/97 300- 46.5000 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NY STOCK EXCHANGE. (2) PRICE EXCLUDES COMMISSION. (*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP. -----END PRIVACY-ENHANCED MESSAGE-----