-----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, JcI93ykXfsrypP/aSVNXxhOJf/LBuMMJGjAgqIf/DXp3h9lauWK2/qE1nfmylMwX 8SXVP5uNqFuzJHtrMGhRXg== 0000807249-95-000202.txt : 19951119 0000807249-95-000202.hdr.sgml : 19951119 ACCESSION NUMBER: 0000807249-95-000202 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951114 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PUBLISHING GROUP INC CENTRAL INDEX KEY: 0000790706 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 061104930 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38224 FILM NUMBER: 95591171 BUSINESS ADDRESS: STREET 1: 444 MADISON AVE STREET 2: STE 601 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126884500 MAIL ADDRESS: STREET 1: 444 MADISON AVE STREET 2: STE 601 CITY: NEW YORK STATE: NY ZIP: 10022 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. 42) Under the Securities Exchange Act of 1934 WESTERN PUBLISHING GROUP, INC. (Name of Issuer) Common Stock Par Value $0.01 Per Share (Title of Class and Securities) 959263104 (CUSIP Number of Class of Securities) James E. McKee, Gabelli Funds, Inc., One Corporate Center, Rye, New York 10580-1434, (914) 921-5294 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 13, 1995 (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 Statement because of Rule 13d-1(b)(3) or (4), check the following box: ____ /___/ Check the following box if a fee is being paid with this State- ment: ____ /___/ ________________________________________ CUSIP No. 959263104 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 : None (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : 912,000 (Item 5) OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 912,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None (Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 912,000 (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 4.34% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* HC, IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _____________________________________ CUSIP No. 959263104 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 : 4,071,950 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 4,537,350 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,537,350 (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 21.58% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________________________________ CUSIP No. 959263104 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Gabelli & Company, Inc. I.D. No. 13-2885006 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* WC _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ______ / X / _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York _________________________________________________________________ : (7) SOLE VOTING POWER : 1,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None (Item 5) OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 1,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None (Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 (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 0.00% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* BD, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ______________________________________ CUSIP No. 959263104 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 : 45,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 45,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,000 (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 0.21% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ____________________________________ CUSIP No. 959263104 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Gabelli International II 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 : 18,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 18,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000 (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 0.09% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ___________________________________ CUSIP No. 959263104 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Gabelli Associates 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 : 2,500 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 2,500 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500 (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 0.01% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ______________________________________ CUSIP No. 959263104 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* 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 USA _________________________________________________________________ : (7) SOLE VOTING POWER : None (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : None (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _____ / x / _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.00% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IN _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1.Security and Issuer This Amendment No. 42 to Schedule 13D on Western Pub- lishing Group, Inc. (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 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. ("Entoleter"), 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, includ- ing registered investment companies and pension plans, as broker/dealer and as general partner of various private invest- ment 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. ("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 Interna- tional II Limited ("GIL II"), Gabelli International Gold Fund Limited ("GIGFL"), ALCE Partners, L.P. ("ALCE"), Gabelli Multimedia Partners, L.P. ("Multimedia Partners"), 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 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 As- sociates. 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 Convertible Securities Fund, Gabelli Capital Asset Fund, Gabelli International 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 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 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 multimedia communications companies. GSI is a general partner of Multimedia Partners. 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 manufactures and sells industrial-process and air pollution control equipment. Another of Lynch's subsidiaries, Western New Mexico, provides telephone services in a service area in Southwestern New Mexico. Inter-Community, which is also a subsidiary of Lynch, provides local telephone services in an area 40 miles west of Fargo, North Dakota. Lynch and 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 24.39% 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. 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 sepecifically 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. 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 hearing. 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: All Reporting Persons used an aggregate of approximate- ly $430,218 to purchase the additional Securities. GAMCO and GFI used approximately $170,309 and $206,062, 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. Gabelli & Company used approximately $12,647 to purchase the additional Securities for its own account. GIL II and GAL used approximately $17,950 and $23,250, respectively, of funds to purchase the additional Securities reported by them. Item 4. Purpose of Transaction Item 4 to Schedule 13D is amended, in pertinent part, as follows: In a letter to the Chairman and Chief Executive Officer of the Issuer, Mario J. Gabelli, the Chief Investment Officer of GAMCO and GFI, indicated that certain of the Reporting Persons, in so far as they have voting power, may abstain from voting at the next annual meeting of shareholders of the Issuer. Item 5. Interest In Securities Of The Issuer Item 5 to Schedule 13D is amended, in pertinent part, as follows: The aggregate number and percentage of Securities to which this Schedule l3D relates is 5,515,850 shares, representing 26.23% of the 21,026,274 shares outstanding as reported in the Issuer's most recently filed Form 10-Q dated July 29, 1995. The Reporting persons beneficially own those Securities as follows: Shares of % of Common Class of Name Stock Common GAMCO: Principal 0 0.00% Agent 4,537,350 21.58% GFI: Principal 0 0.00% Agent 912,000 4.34% GAL 2,500 0.01% GIL 45,000 0.21% MJG 0 0.00% GIL II 18,000 0.09% Mr. Gabelli is deemed to have beneficial ownership of the Securities beneficially owned by each of the foregoing persons and GFI is deemed to have beneficial ownership of the securities owned beneficially by each of the foregoing persons other than Mr. Gabelli. (b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that: (i) GAMCO Investors, Inc. does not have authority to vote 465,400 of the reported shares, (ii) with respect to the 11,000 shares (0.05%) of common stock held by the Gabelli Capital Asset Fund, 325,000 shares (1.55%) of common stock held by The Gabelli Asset Fund, the 16,000 shares (0.08%) of common stock held by The Gabelli Couch Interactive Couch Potato Fund, the 230,000 shares (1.09%) of common shares held by the Gabelli Equity Trust Inc., the 40,000 (0.19%) of common stock held by The Gabelli Global Multimedia Trust Inc., the 50,000 shares (0.24%) of common stock held by The Gabelli Small Cap Growth Fund, and the 240,000 shares (1.14%) of common stock held by The Gabelli Value 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 each such Fund; and, (iii) 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. Item 7. Material to be Filed as an Exhibit Exhibit OO to this Amendment No. 42 to Schedule 13D is attached hereto. Exhibit OO: Letter dated November 10, 1995 from Mario J. Gabelli to Richard A Bernstein. 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 13, 1995 GABELLI FUNDS, INC. By:_________________________ James E. McKee General Counsel GAMCO INVESTORS, INC. By:_________________________ Douglas R. Jamieson Chief Operating Officer and Executive Vice President MARIO J. GABELLI By:_________________________ James E. McKee Attorney-in-Fact GABELLI INTERNATIONAL LIMITED By:__________________________ Mario J. Gabelli, Chairman and Investment Manager by: James E. McKee Attorney-in-Fact GABELLI INTERNATIONAL LIMITED II By:_________________________ Mario J. Gabelli, Chairman and Investment Manager by: James E. McKee Attorney-in-Fact GABELLI ASSOCIATES LIMITED By:_________________________ Gabelli Securities, Inc., Investment Manager by: James E. McKee Secretary 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 other- wise 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 violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) of this Schedule 13D. Gabelli Funds, Inc. Directors: Mario J. Gabelli Richard B. Black Chairman of Raster Image Processing Systems; Chairman ECRM; Director of Archetype and Oak Technology; Director of The Morgan Group, Inc.; General Partner of KBA Part- ners, Parker Plaza 400 Kelby Street, Fort Lee, NJ 07029 Charles C. Baum Chairman, Director and Chief Executive Officer of The Morgan Group, Inc.; Secretary & Treasurer United Holdings 2545 Wilkens Avenue Baltimore, MD 21223 Dr. Eamon M. Kelly President Tulane University 218 Gibson Hall 6823 St. Charles Avenue New Orleans, LA 70118 Officers: Mario J. Gabelli Chairman, Chief Executive Officer and Chief Investment Officer Stephen G. Bondi Vice President - Finance James E. McKee Vice President, General Counsel and Secretary Steven M. Joenk Executive Vice President and Chief Financial Officer Joseph J. Frazzitta Assistant Secretary GAMCO Investors, Inc. Directors: Douglas R. Jamieson Joseph R. Rindler, Jr. Regina M. Pitaro Joseph J. Frazzitta F. William Scholz, II Officers: Mario J. Gabelli Chief Investment Officer Douglas R. Jamieson Chief Operating Officer and Executive Vice President Joseph J. Frazzitta Vice President and Chief Financial Officer James E. McKee Vice President, General Counsel and Secretary Gabelli Securities, Inc. Directors: Charles C. Baum See above-Gabelli Funds, Inc. Joseph R. Rindler Managing Director GAMCO Investors, Inc. One Corporate Center Rye, NY 10580 David M. Perlmutter Perlmutter & Associates 200 Park Avenue, Suite 4515 New York, N.Y. 10166 Stephen G. Bondi Acting Chief Operating Officer and Vice President Advisors: Vincent J. Amabile Robert Blake Officers: Stephen G. Bondi Acting Chief Operating Officer and Vice President Joseph J. Frazzitta Vice President - Finance James E. McKee Secretary Gabelli & Company, Inc. Directors: James G. Webster, III Chairman Joseph J. Frazzitta Vice President and Chief Financial Officer Officers: James G. Webster, III Chairman Joseph J. Frazzitta Vice President-Finance and Chief Financial Officer Stephen G. Bondi Vice President 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 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 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 Bradley J. Bell Vice President & Treasurer Whirlpool Corp. 2000 M. 63 North Administrative Center Benton Harbor, MI 49022 Morris Berkowitz Business Consultant 163-43 Willets Point Blvd. Whitestone, NY 11357 Richard J. Boyle Chairman, The Boyle Group 6110 Blue Circle Drive Suite 250 Minnetonka, MN 55343 Mario J. Gabelli See above-Gabelli Funds, Inc. 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 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. 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 SHEDULE II SCHEDULE II INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1) SHARES PURCHASED AVERAGE DATE SOLD(-) PRICE(2) COMMON STOCK-WESTERN PUBLISHING GAMCO INVESTORS, INC. 11/10/95 3,000- 9.4375 11/10/95 10,000 9.5000 11/10/95 500 9.6250 11/09/95 4,000- 9.5000 11/09/95 5,500 9.4886 11/07/95 2,000- *DO 11/07/95 4,000- 9.0469 11/06/95 7,000 9.2857 11/03/95 4,000- 9.5313 11/02/95 500- 8.2500 11/02/95 500 8.2500 11/02/95 3,000 8.5625 11/01/95 1,000- 8.0000 11/01/95 500 8.2500 10/31/95 1,000 8.1250 10/31/95 2,000 8.2500 10/30/95 400- 8.3125 10/30/95 3,900 8.2341 10/23/95 400- *DO 10/20/95 2,000- 8.2500 10/20/95 5,500 8.0000 10/19/95 10,000- *DO 10/19/95 14,000 8.6250 10/18/95 1,000 9.0000 10/13/95 5,000- *DO 10/13/95 600- 13.3750 10/11/95 800- *DO 10/11/95 2,000- 13.0000 10/09/95 1,800- 13.3750 10/05/95 500- 13.2500 10/04/95 3,000- 13.1233 10/03/95 500- *DO 10/03/95 3,900- 13.1875 10/03/95 3,000 13.2083 10/03/95 2,500 13.6800 10/02/95 8,000- 13.7656 10/02/95 12,000 13.7175 PAGE 33 OF 34 9/29/95 1,000- 12.7500 9/28/95 3,000- *DO 9/28/95 10,000- 12.5000 9/27/95 7,000- 12.6250 9/26/95 *DI 9/22/95 5,000- 12.7500 9/18/95 1,000- 13.8125 9/15/95 300- 13.8750 9/14/95 800- *DO 9/12/95 2,500- 14.1250 9/11/95 10,000- 14.1700 GABELLI INTERNATIONAL LTD 10/20/95 3,000- 7.8750 GABELLI FUNDS, INC. GABELLI CAPITAL ASSET FUND 11/02/95 1,000 8.5625 GABELLI ASSOCIATES LTD 10/19/95 1,500 8.7500 10/17/95 1,000 10.1250 GABELLI & COMPANY MARKET MAKING ACCOUNT 11/03/95 5,000- 9.6000 11/03/95 7,000 9.8661 11/01/95 1,460- 8.1712 10/30/95 95 8.2500 10/13/95 400- 13.3750 10/12/95 700 13.2188 10/11/95 2,035- 12.9364 10/10/95 1,000 12.6250 10/05/95 4,000- 13.4375 10/05/95 1,100 13.1875 10/05/95 4,000 13.5000 10/02/95 1,000- 13.5000 9/19/95 1,000 13.3750 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NASDAQ. (2) PRICE EXCLUDES COMMISSION. (*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP OF GAMCO INVESTORS, INC. PAGE 34 OF 34 EX-2 3 EXHIBIT OO Exhibit OO November 10, 1995 Mr. Richard A. Bernstein Chairman and CEO Western Publishing Group, Inc. 444 Madison Ave. New York, New York 10022 Dear Richard: Upon further reflection of the dynamics that have unfolded at Western Publishing, we have come to the conclusion that we can no longer vote in support of the Board of Directors. We do not plan to vote at the upcoming annual meeting. We are favorably disposed towards a new course for Western Publishing. In fairness to all shareholders, we believe that the free market process should be allowed to function and that all fully financed proposals regarding a transaction for Western, should be made directly to the shareholders and all standstill agreements and other impediments to this free market process working, should be voided. We are not for management or against management, but are for all shareholders. Events of the past several weeks have seriously undermined our confidence that the current elected team will work for all shareholders. Sincerely, Mario J. Gabelli MJG/rp PAGE 22 of 34 -----END PRIVACY-ENHANCED MESSAGE-----