-----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, TCP1Lu4FOJFo1qzq/FMNO5OYUMUH1vxSJgPK/p9uVe27yRxBSoAF0MSw5KJPrVUA ji8mf3vkdpbbIM88JoPyrQ== 0000807249-01-000089.txt : 20010224 0000807249-01-000089.hdr.sgml : 20010224 ACCESSION NUMBER: 0000807249-01-000089 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLOWERS INDUSTRIES INC /GA CENTRAL INDEX KEY: 0000826227 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 580244940 STATE OF INCORPORATION: GA FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58069 FILM NUMBER: 1550315 BUSINESS ADDRESS: STREET 1: 1919 FLOWERS CIRCLE STREET 2: P O BOX 1338 CITY: THOMASVILLE STATE: GA ZIP: 31799 BUSINESS PHONE: 9122269110 MAIL ADDRESS: STREET 1: 1919 FLOWERS CIRCLE STREET 2: P O BOX 1338 CITY: THOMASVILLE STATE: GA ZIP: 31799 FORMER COMPANY: FORMER CONFORMED NAME: FLOWERS INDUSTRIES OF GEORGIA INC DATE OF NAME CHANGE: 19871220 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 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 1 0001.txt INITIAL SCHEDULE 13D THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 101(d) OF REGULATION S-T SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Flowers Industries, Inc. (Name of Issuer) Common Stock, $0.625 Par Value Per Share (Title of Class and Securities) 343496105 (CUSIP Number of Class of Securities) James E. McKee, Gabelli Asset Management Inc., One Corporate Center, Rye, NY 10580-1435 (914) 921-5294 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 7, 2001 (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 Sections 240.13d-1(e), or 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. _________________________________________________________________ CUSIP No. 343496105 13D _________________________________________________________________ (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: ____ (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 : 1,623,600 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None (Item 5) OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 1,623,600 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None (Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,623,600 (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 1.62% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IA _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ________________________________________________________________ CUSIP No. 343496105 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GAMCO Investors, Inc. I.D. No. 13-4044521 _________________________________________________________________ (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) _____ / / _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York _________________________________________________________________ : (7) SOLE VOTING POWER : 4,076,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 4,226,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,226,000 (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 4.22% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 343496105 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Group Capital Partners, 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* 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 : None (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None (Item 5) OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : None (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None (Item 5) _________________________________________________________________ (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* HC, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ________________________________________________________________ CUSIP No. 343496105 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Asset Management Inc. I.D. No. 13-4007862 _________________________________________________________________ (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 : 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* HC, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 343496105 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marc J. Gabelli ________________________________________________________________ (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* _____ / / _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.00% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IN _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 343496105 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* 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 The class of equity securities to which this statement on Schedule 13D relates is the Common Stock, par value $0.625 per share ("Securities"), of Flowers Industries, Inc. (the "Issuer"), a Georgia corporation, with principal offices located at 1919 Flowers Circle, Thomasville, GA 31757. Item 2. Identity and Background This statement is being filed by Mario J. Gabelli ("Mario Gabelli"), Marc J. Gabelli ("Marc Gabelli") and various entities which either one directly or indirectly controls or for which either one 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"), Lynch Interactive Corporation ("Interactive"), Brighton Communications Corporation ("Brighton") 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 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 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 Group Capital Partners, Inc. ("Gabelli Partners"), Gabelli Asset Management Inc. ("GAMI") , Gabelli Funds, LLC ("Gabelli Funds"), 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"), MJG Associates, Inc. ("MJG Associates"), Gemini Capital Management Ltd. ("Gemini"), Gabelli Fund, LDC ("LDC"), Gabelli Foundation, Inc. ("Foundation"), Gabelli Global Partners, Ltd. ("GGP Ltd."), Gabelli Global Partners, L.P. ("GGP L.P."), Gabelli European Partners, Ltd. ("GEP Ltd."), Mario Gabelli, Marc 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". Gabelli Partners makes investments for its own account and is the parent company of GAMI. GAMI, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, each of which is named below. GAMCO, a wholly-owned subsidiary of GAMI, 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, founda- tions and others. GSI, a majority-owned subsidiary of GAMI, acts as a general partner or investment manager to limited partnerships and offshore investment companies and as a part of its business regularly purchases and sells securities for its own account. It is the immediate parent of Gabelli & Company. 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, wholly-owned subsidiary of GSI, is a corporation which currently has no active operations. Gabelli Associates is a New York limited partnership whose primary business purpose is risk arbitrage investments. GSI and Mario 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 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. GSI is the investment manager of GAL. Gabelli Funds, a wholly-owned subsidiary of GAMI, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which presently provides discretionary advisory services to 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., The Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Global Opportunity Fund, The Gabelli Utilities Fund and The Gabelli Blue Chip Value Fund (collectively, the "Funds"), which are registered investment companies. Gabelli Advisers, Inc. ("Gabelli Advisers"), a subsidiary of GAMI, 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 GAMI and its affiliates. GPP is a limited partnership whose primary business purpose is investing in securities. MJG Associates provides services to GPP, and Mario Gabelli is the general partner and a portfolio manager for 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. MJG Associates is the Investment Manager of GIL. Mario Gabelli is a portfolio manager for GIL 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. MJG Associates is the Investment Manager of GIL II. Mario Gabelli is a portfolio manager and Chairman of the Board of Directors of GIL II. ALCE is an 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 an investment limited partnership whose objective is to provide long-term capital appreciation by investing primarily in public and private multimedia communi- cations companies. GSI is a general partner of Multimedia Partners. GGP L.P. is a partnership whose primary business purpose is investing in securities on a global basis. Gabelli Securities, Inc. and Gemini Capital Management, LLC are the general partners of GGP L.P. and Marc Gabelli is a portfolio manager for GGP L.P. GGP Ltd. is a corporation whose primary business purpose is investing in securities on a global basis. Gabelli Securities International Limited and Gemini Capital Management, LLC are the investment advisors of GGP Ltd. and Marc Gabelli is the portfolio manager for GGP Ltd. GEP Ltd. is a corporation whose primary business purpose is investing in securities of European companies. Gabelli Securities International Limited is the investment advisor of GEP Ltd. and Marc Gabelli is a portfolio manager for GEP Ltd. LDC 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. Interests are offered to insurance companies which do not conduct any business in the United States and which are licensed where they do business. MJG Associates is the Investment Manager of LDC. Mario Gabelli is a portfolio manager for LDC. MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. Gemini is a corporation whose primary business purpose is to provide advisory services to offshore funds. Marc Gabelli is the President and Chief Investment Officer of Gemini. The Foundation is a private foundation. Mario Gabelli is the President, a Trustee and the Investment Manager of the Foundation. Lynch is a public company traded on the American Stock Exchange engaged in manufacting. Spinnaker, a subsidiary of Lynch, is also a public company and its stock is traded on the NASDAQ National Market. Spinnaker is a manufacturing firm with major subsidiaries in specialty adhesive-backed materials business. Interactive is a public company listed on the American Stock Exchange. It is a holding company whose principal subsidiary is Brighton. Brighton is a 100% owned subsidiary of Interactive. Brighton is a holding company with subsidiaries in multimedia and services businesses. Western New Mexico, a subsidiary of Brighton, provides telephone services in a service area in Southwestern New Mexico. Inter-Community, which is also a subsidiary of Brighton, provides local telephone services in an area 40 miles west of Fargo, North Dakota. Lynch and Interactive actively pursue new business ventures and acquisitions. Mario J. Gabelli is a director, Chairman of the Board and Chief Executive Officer and a substantial shareholder of Lynch and Interactive. Mario Gabelli is the majority stockholder and Chairman of the Board of Directors and Chief Executive Officer of Gabelli Partners and GAMI, and the Chief Investment Officer for each of the Reporting Persons which are entities other than Gemini. Gabelli Partners is the majority shareholder of GAMI. GAMI, in turn, is the sole stockholder of GAMCO. GAMI is also the majority stockholder of GSI and the largest shareholder of Gabelli Advisers. Gabelli & Company is a wholly-owned subsidiary of GSI. GLI is a wholly-owned subsidiary of GSI. Marc Gabelli is the majority stockholder of Gemini. The Reporting Persons do not admit that they constitute a group. Gabelli Partners, GAMI, GAMCO, Gabelli & Company and GLI 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. GPP is a New York limited partnership having its principal business office at 401 Theodore Fremd Ave., Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 401 Theodore Fremd Ave., Rye, New York 10580. Gabelli Associates is a New York limited partnership having its principal business office at One Corporate Center, Rye, New York 10580. Alce and Multimedia Partners and GGP L.P. are Delaware limited partnerships each having its principal business office at One Corporate Center, Rye, New York 10580. GAL and GIL are corpora- tions organized under the laws of the British Virgin Islands, each having its principal business office at c/o Fortis Fund Services (Cayman) Limited, Grand Pavillion, Commercial Centre, 802 West Bay Road, Grand Cayman, British West Indies. GGP Ltd. and GEP Ltd. are corporations organized under the laws of the Cayman Islands, each having its principal place of business at Goldman Sachs (Cayman) Trust, Limited, Harbour Center, 2nd Floor, North Church Street, Grand Cayman, British West Indies. GIL II is a corporation organized under the laws of the British Virgin Islands having its principal business office at c/o Coutts & Company (Cayman) Limited, West Bay Road, Grand Cayman, British West Indies. Gemini is a Bermuda corporation having its principal business office at c/o Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda. LDC is a corporation organized under the laws of the British Virgin Islands having its pricipal business office at c/o Tremont (Bermuda) Limited, Tremont House, 4 Park Road, Hamilton HM II, 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 401 Theodore Fremd Avenue, Rye, NY 10580. Spinnaker is a Delaware corporation having its principal business office at 251 Welton Street, Hamden, CT 06511. 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. Interactive and Brighton are Delaware corporations each having its principal place of business at 401 Theodore Fremd Avenue, Rye, NY 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 approximate- ly $99,047,732 to purchase the Securities reported as beneficially owned in Item 5 below. GAMCO and Gabelli Funds used approximately $69,390,920 and $29,656,812, respectively, of funds that were provided through the accounts of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from clients' margin accounts)in order to purchase the Securities for such clients. Item 4. Purpose of Transaction Each of the Reporting Persons, with the exceptions of Lynch and its affiliates, 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 exceptions of Lynch and its affiliates, 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 opera- tions, 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 the Schedule 13D form, 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 poli- cy. Each of the Reporting Persons intends to adhere to the foregoing investment philosophy with respect to the Issuer. How- ever, 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 l940 Act will participate in such a transaction only following receipt of an exemption from the SEC under Rule l7D-l under the l940 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 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 sharehold- er 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 benefi- cially 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 the Schedule 13D. Item 5. Interest In Securities Of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 5,849,600 shares, repre- senting 5.84% of the 100,085,442 shares outstanding as reported as being outstanding in the Issuer's most recently filed Form 10- Q for the quarter ended October 7, 2000. The Reporting Persons beneficially own those Securities as follows: Shares of % of Common Class of Name Stock Common Gabelli Funds 1,623,600 1.62% GAMCO 4,226,000 4.22% Marc Gabelli 0 0.00% Mario Gabelli 0 0.00% Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Marc Gabelli. MJG Associates is deemed to have beneficial ownership of the Securities beneficially owned by GIL, GIL II, LDC and GPP. GSI is deemed to have beneficial ownership of the Securities beneficially owned by GMP, ALCE Partners, GAL, Gabelli Associates and Gabelli & Company. GAMI and Gabelli Partners are deemed to have beneficial ownership of the Securities owned beneficially by each the foregoing persons other than Mario Gabelli, Marc 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 150,000 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 circum- stances such as regulatory considerations, and (iv) the power of Mario Gabelli, Marc Gabelli, GAMI 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 refer- ence. (d) The investment advisory clients of Gabelli Funds, Gabelli Advisers, GAMCO, MJG Associates and Gemini, the partners of the various partnerships managed by Mario Gabelli and GSI (including GPP, Gabelli Associates, ALCE, and Multimedia Partners to the extent of their economic interest there-in) and the shareholders of GIL, GIL II and LDC which Mario Gabelli manages and GAL which is managed by GSI have the sole right to receive and, subject to the notice, withdrawal and/or termination provi- sions 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. Except as noted, no such client or partner 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, MJG Associates and Gemini with respect to Securities owned beneficially by them on behalf of their investment advisory clients, of Mario Gabelli and GSI with respect to Securities owned beneficially by them on behalf of the partnerships which they directly or indirectly manage, and of GIL, GIL II, GAL, LDC and GIGFL with respect to Securities owned beneficially by them on behalf of their shareholders, are held pursuant to written agreements with such clients and partnerships. 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 B in the Amendment No. 18 to Schedule 13D filed by certain of the Reporting Persons with respect to Hector Communications Corporation. Exhibit A: Joint Filing Agreement Exhibit B: Power of Attorney to Stephen G. Bondi Peter D. Goldstein, and James E. McKee from Robert E. Dolan. Power of Attorney to Stephen G. Bondi, Peter D. Goldstein, and James E. McKee from Robert E. Dolan. Power of Attorney to Stephen G. Bondi, Peter D. Goldstein, and James E. McKee from Mario J. Gabelli. Power of Attorney to Stephen G. Bondi, Peter D. Goldstein, 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: February 20, 2001 MARIO J. GABELLI MARC J. GABELLI By:/s/____________________________ James E. McKee Attorney-in-Fact GABELLI GROUP CAPITAL PARTNERS, INC. GABELLI ASSET MANAGEMENT INC. GABELLI FUNDS, LLC By:/s/____________________________ James E. McKee Secretary GAMCO INVESTORS, INC. By:/s/_____________________________ Douglas R. Jamieson Executive Vice President 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 Group Capital Partners, Inc., Gabelli 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. Gabelli Group Capital Partners, Inc. Directors: Mario J. Gabelli* Richard B. Black Vice Chairman and Director of Oak Technology, Inc.; Chairman of ECRM; 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 of United Holdings Co., Inc. 2545 Wilkens Avenue Baltimore, MD 21223 Dr. Eamon M. Kelly Professor Payson Center for International Development Technology Transfer Tulane University 300 Hebert Hall 6823 St. Charles Avenue New Orleans, LA 70118 Arnold M. Reichman Chief Executive Officer Outercurve Technologies 609 Greenwich Street New York, NY 10014 Marc J. Gabelli Managing Director Matthew R. Gabelli Vice President-Trading Gabelli & Company One Corporate Center Rye, New York 10580 Officers: Mario J. Gabelli Chairman, Chief Executive Officer and Chief Investment Officer _____________________ * Mr. Gabelli is the Chief Executive Officer and Chief Investment Officer of Gabelli Group Capital Partners, Inc., Gabelli Asset Management Inc. and GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC; Chairman and Chief Executive Officer of Lynch Interactive Corporation; Chairman of Lynch Corporation. Robert S. ZuccaroVice President and Chief Financial Officer James E. McKee Vice President, General Counsel and Secretary Gabelli Asset Management Inc. Directors: Raymond C. Avansino, Jr. Chairman E.L. Wiegand Foundation 165 West Liberty Streeet Reno, NV 89501 Mario J. Gabelli See above Paul B. Guenther Chairman New York Philharmonic 10 Lincoln Center Plaza New York, NY 10023 John C. Ferrara Chief Financial Officer Space.Com 120 West 45th Street New York, New York 10036 Dr. Eamon M. Kelly See above Karl Otto Pohl (1) Sal Oppenheim Jr. & Cie Bockenheimer Landstrasse 20 D-6000 FRANKFURT AM MAIN Germany Officers: Mario J. Gabelli Chairman, Chief Executive Officer and Chief Investment Officer Robert S. Zuccaro Vice President and Chief Financial Officer James E. McKee Vice President, General Counsel and Secretary GAMCO Investors, Inc. Directors: Douglas R. Jamieson Joseph R. Rindler, Jr. Regina M. Pitaro F. William Scholz, II William S. Selby Officers: Mario J. Gabelli Chief Executive Officer and Chief Investment Officer Joseph R. Rindler, Jr. Chairman Douglas R. Jamieson Executive Vice President and Chief Operating Officer Robert S. Zuccaro Vice President and Chief Financial Officer James E. McKee Vice President, General Counsel and Secretary Gabelli Funds, LLC Officers: Mario J. Gabelli Chief Investment Officer Bruce N. Alpert Executive Vice President and Chief Operating Officer Gus Coutsouros Vice President and Chief Financial Officer James E. McKee Secretary Gabelli Advisers, Inc. Directors: Bruce N. Alpert John D. Gabelli Joseph R. Rindler, Jr. 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 Joseph R. Rindler, Jr. See above Officers: Robert S. Zuccaro Vice President-Finance James E. McKee Secretary Gabelli & Company, Inc. Directors: James G. Webster, III Chairman & Interim President Irene Smolicz Senior Trader Gabelli & Company, Inc. Robert S. Zuccaro See above Officers: James G. Webster, III Chairman & Interim 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 Group Capital Partners, Inc. Officers: Mario J. Gabelli Chairman and Chief Investment Officer Gabelli Associates Limited Directors: Mario J. Gabelli See above-Gabelli Group Capital Partners, Inc. MeesPierson Management Grand Pavillion, Commercial Centre (Cayman) Limited 802 West Bay Rd. Grand Cayman, British West Indies MeesPierson Nominees Grand Pavillion, Commercial Centre (Cayman) Limited 802 West Bay Rd. Grand Cayman, British West Indies Officers: Mario J. Gabelli Chief Investment Officer Kevin Bromley (2) Vice President, Treasurer and Assistant Secretary Sandra Wright (2) Secretary and Assistant Treasurer Gabelli International Limited Directors: Mario J. Gabelli See above-Gabelli Group Capital Partners, Inc. MeesPierson Management Grand Pavillion, Commercial Centre (Cayman) Limited 802 West Bay Rd. Grand Cayman, British West Indies MeesPierson Nominees Grand Pavillion, Commercial Centre (Cayman) Limited 802 West Bay Rd. Grand Cayman, British West Indies Gemini Capitial Management Ltd. Directors: Marc J. Gabelli See above-Gabelli Group Capital Partners, Inc. Michael A. Salatto Controller, Gabelli Securities, Inc. Michael J. Burns (3) Appleby, Spurling & Kempe Cedar House 41 Cedar Avenue Hamilton, HM12 Bermuda Douglas Molyneux (3) Appleby, Spurling & Kempe Cedar House 41 Cedar Avenue Hamilton, HM12 Bermuda Gabelli Fund, LDC Directors: Johann S. Wong (4) c/o Tremont (Bermuda) Limited Tremont House 4 Park Road Hamilton HM 11, Bermuda Peter D. Anderson (5) Givens Hall Bank & Trust Genesis Building P.O. Box 2097 Grand Cayman, Cayman Islands BWI3459498141 Karl Otto Pohl See above Anthonie C. van Ekris See below Gabelli Global Partners, Ltd. Directors: Marc J. Gabelli See above Patrick Salvisberg (6) Vice President Institutional Capital Markets Bear Stearns International Ltd. Marco Sampelligrini (7) Trader, Gabelli Securites, Inc. Antonie Van Ekris See below Gabelli European Partners, Ltd. Directors: Marc J. Gabelli See above Patrick Salvisberg (6) See above Marco Sampelligrini (7) See above Antonie Van Ekris See below Lynch Corporation 401 Theodore Fremd Avenue Rye, NY 10580 Directors: Mario J. Gabelli See above-Gabelli Group Capital Partners, 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 Avrum Gray GBar Limited Partnership 440 South LaSalle, Suite 2900 Chicago, IL 60605 Louis A. Guzzetti President and Chief Executive Officer Robert E. Dolan See below Officers: Mario J. Gabelli Chairman Louis A. Guzzetti President and Chief Executive Officer George E. Fuehrer Vice President-Business Development Roger T. Dexter Controller Robert A. Hurwich Vice President-Administration, Secretary and General Counsel Lynch Interactive Corporation 401 Theodore Fremd Avenue Rye, NY 10580 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 Group Capital Partners, Inc. 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 Suite 406 509 Madison Ave. New York, NY 10022 John C. Ferrara See above David C. Mitchell Business Consultant c/o Lynch Corporation 401 Theodore Fremd Ave. Rye, NY 10580 Vincent S. Tese 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 Robert E. Dolan Chief Financial Officer Robert A. Hurwich Vice President-Administration, Secretary and General Counsel Brighton Communications Corporation 401 Theodore Fremd Ave Rye, NY 105820 Directors: Robert E. Dolan See above-Lynch Interactive Corporation Robert A. Hurwich See above-Lynch Interactive Corporation Officers: Robert E. Dolan President, Controller, Tresurer and Assistant Secretary Robert A. Hurwich Secreatry and Assistant Tresurer Spinnaker Industries, Inc. 600 N. Pearl Street uite 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 Anthonie C. van Ekris Chairman and Chief Executive Officer Balmac International, Inc. 61 Broadway Suite 1900 New York, NY 10006 E. Val Cerutti See above-Lynch Corporation Louis A. Guzzetti See above-Lynch Corporation Ralph R. Papitto See above-Lynch Corporation Officers: Ned N. Fleming, III President Richard J. Boyle Office of the Chairman Louis A. Guzzetti Office of the Chairman Perry J. Schiller Vice President, Finance & Controller Robert A. Hurwich Secretary Entoleter, Inc. 251 Welton Street Hamden, CT 06517 Directors: Ned N. Fleming, III See above-Spinnaker Robert P. Wentzel See above-Entoleter Richard J. Boyle See above-Spinnaker Louis A. Guzzetti See above-Lynch Corporation Officers: Robert P. Wentzel President Charles DeMarino Controller & Secretary Robert A. Hurwich Assistant Secretary Western New Mexico Telephone Company 314 Yankee Street Silver City, NM 88062 Directors: Jack W. 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 W. Keen Chairman and President Dr. Brian E. Gordon Vice President Charles M. Baxter Sr. Vice President-Operations Mary Beth Baxter Secretary & Treasurer Robert A. Hurwich Assistant Treasurer and Assistant Secretary Inter-Community Telephone Company, L.L.C. P.O. Box A Nome, ND 58062 Managers: Carole Rau Executive Assistant Lynch Corporation 401 Theodore Fremd Ave. Rye, NY 10580 Mary J. Carroll See above-Lynch Corporation Robert E. Dolan See above-Lynch Corporation Robert A. Hurwich See above-Lynch Corporation Carmine Ceraolo Assistant Controller Lynch Corporation 401 Theodore Fremd Ave Rye, NY 10580 Robert Snyder 200 Broadway South Buffalo, ND 58011 Keith S. Andersen See above-Inter-Community Telephone Company Robert Reff See above-Inter-Community Telephone Company Jack Bently 1210 E. Washington Ave Gilbert, AZ 85234 Officers: Robert Snyder President Keith S. Andersen Secretary and Treasurer Robert A. Hurwich Assistant Secretary Central Scott Telephone Company 125 North Second Street Eldridge, Iowa 52748 Directors: Mary J. Carroll See above-Lynch Interactive Corporation Robert E. Dolan See above-Lynch Interactive Corporation W. Norman Harvey President Edgar H. Holden Chairman Robert A. Hurwich See above-Lynch Interactive Corporation Ned Mohr c/o Central Scott Telephone Company Eugene Morris c/o Central Scott Telephone Company Christopher Porter c/o Central Scott Telephone Company Carole L. Rau See above-Lynch Interactive Corporation Officers: Edgar H. Holden Chairman W. Norman Harvey President Robert E. Dolan Vice President & Assistant Treasurer Julie Andersen Treasurer & Assistant Secretary Robert A. Hurwich Secretary Kent Dau Controller Lynch Telephone Corporation 401 Theodore Fremd Avenue Rye, NY 10580 Directors: Robert E. Dolan See above-Lynch Interactive Corporation Jack W. Keen See above-Western New Mexico Telephone Company Robert A. Hurwich See above-Lynch Interactive Corporation Officers: Jack W. Keen President Robert A. Hurwich Secretary Mary Beth Baxter Treasurer and Assistant Secretary Robert E. Dolan Vice President and Controller Lynch Telephone Corporation III 401 Theodore Fremd Avenue Rye, NY 10580 Directors: Delores A. Deitrick c/o Lynch Telephone Corporation III Robert A. Hurwich See above-Lynch Interactive Corporation Robert E. Dolan See above-Lynch Interactive Corporation Richard J. Kiesling Chairman Mary J. Carroll See above-Lynch Interactive Corporation Officers: Richard J. Kiesling Chairman Robert E. Dolan President, Treasurer and Controller Robert A. Hurwich Secretary & Assistant Treasurer (1) Citizen of Germany (2) Citizen of the Cayman Islands (3) Citizen of Bermuda (4) Citizen of Bermuda and Canada (5) Citizen of the UK (6) Citizen of Switzerland (7) Citizen of Italy 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-FLOWERS INDUSTRIES GEMINI CAPITAL MANAGEMENT LTD 2/06/01 65,000- 16.8805 GAMCO INVESTORS, INC. 2/16/01 200- 17.3050 2/16/01 1,000- 17.2300 2/16/01 37,500 17.2290 2/16/01 10,000 17.2450 2/15/01 43,000 17.2509 2/15/01 12,000- 17.3000 2/15/01 10,000 17.2800 2/14/01 12,000 17.2020 2/14/01 6,000 17.2000 2/14/01 3,000 17.1400 2/14/01 21,200 17.1962 2/13/01 25,000 17.1999 2/13/01 20,000 17.3825 2/13/01 1,000 17.2000 2/13/01 4,000 17.1500 2/12/01 5,000 17.3600 2/12/01 5,000- 17.3660 2/12/01 6,000 17.3830 2/12/01 5,000 17.3660 2/09/01 21,900 16.8773 2/08/01 9,000 16.8480 2/08/01 20,000 16.9000 2/08/01 80,000 16.9944 2/08/01 1,000 16.9900 2/08/01 8,000 16.8700 2/08/01 197,700 16.9047 2/07/01 100,000 16.9629 2/07/01 20,000 17.0000 2/07/01 18,000 16.9239 2/07/01 8,000 16.9519 2/07/01 60,000 16.9629 2/06/01 45,000 17.0000 2/06/01 3,900 16.8900 2/06/01 50,000 16.8500 2/06/01 55,900 16.9567 2/05/01 5,000 16.6440 2/05/01 74,000 16.7596 2/02/01 56,500 16.5480 2/02/01 20,000 16.7750 2/02/01 15,000 16.7497 2/02/01 56,700 16.2500 2/01/01 300 16.1200 2/01/01 1,500 16.1100 2/01/01 303,100 16.0960 2/01/01 40,000 16.3116 2/01/01 10,000 16.1500 2/01/01 25,000 16.1500 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-FLOWERS INDUSTRIES GAMCO INVESTORS, INC. 2/01/01 500 16.1200 2/01/01 11,000 16.1400 2/01/01 10,000 16.1350 1/31/01 45,800 16.6818 1/31/01 43,300 16.6500 1/31/01 3,000 16.6400 1/31/01 216,100 *DI 1/30/01 2,000 16.3200 1/30/01 2,000 16.3000 1/30/01 1,000 16.3500 1/30/01 43,500 16.4360 1/30/01 25,000 16.3402 1/30/01 50,000 16.3234 1/26/01 26,000 16.0166 1/26/01 2,000 15.8750 1/26/01 35,000 16.1250 1/23/01 60,500 15.9793 1/23/01 30,000 15.9688 1/23/01 15,000 16.0000 1/23/01 1,000 15.8750 1/22/01 21,000 15.6011 1/19/01 70,000 15.5932 1/19/01 6,300 15.5625 1/19/01 20,000- 15.5000 1/18/01 59,500 15.6250 1/18/01 15,000 15.5625 1/17/01 70,000 15.7756 1/17/01 8,000 15.7756 1/17/01 70,000 15.9271 1/17/01 50,000 15.9271 1/16/01 5,000 15.9375 1/16/01 6,000 15.9271 1/12/01 15,000 15.9375 1/12/01 35,000 15.9375 1/12/01 100,000 15.9500 1/11/01 20,000 16.0000 1/10/01 50,000 16.1250 1/10/01 90,000 16.0485 1/10/01 23,200 16.0259 1/10/01 10,000 15.9688 1/10/01 30,000 15.9375 1/09/01 45,200 15.5506 1/09/01 5,000 15.5625 1/09/01 5,000 15.6250 1/08/01 35,000 15.4732 1/08/01 1,000 15.5000 1/05/01 4,000 15.3750 1/05/01 22,500 15.4722 1/05/01 2,000 15.4375 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-FLOWERS INDUSTRIES GAMCO INVESTORS, INC. 1/04/01 12,700 15.4875 1/04/01 28,100 15.6750 1/04/01 10,200 15.5000 1/03/01 3,000 15.6950 1/03/01 14,200 15.5000 1/03/01 3,000 15.5000 1/03/01 29,000 15.5000 1/03/01 31,000 15.6125 1/03/01 34,200- 15.5000 1/03/01 2,000 15.6250 1/02/01 15,000 15.7479 1/02/01 15,000 15.8200 1/02/01 101,900 15.6750 1/02/01 2,000 15.9450 12/29/00 3,000- 15.9531 12/29/00 1,000 16.4988 12/29/00 5,000 15.7750 12/29/00 2,000 16.1494 12/29/00 1,500 15.8125 12/29/00 1,000 22.7988 12/29/00 200,000 15.8286 12/29/00 3,000 16.0600 12/29/00 5,000 15.8488 12/29/00 26,600 15.8688 12/29/00 1,000 15.9088 12/29/00 4,000 15.9531 12/29/00 20,000 15.9969 12/28/00 6,000 15.9863 12/28/00 20,000 16.0500 12/27/00 2,000 15.9806 12/27/00 2,000 16.0006 12/27/00 5,000 15.9906 12/26/00 40,000 16.1438 12/26/00 1,875 16.0500 12/26/00 22,500 16.0000 12/26/00 50,000 16.0563 12/26/00 9,000 16.0686 12/26/00 28,000 16.0286 12/26/00 4,000 16.0486 12/26/00 13,125 16.0600 12/22/00 5,000 16.0050 12/22/00 4,700 15.9875 12/22/00 10,000 15.9950 12/22/00 30,000 15.9461 12/22/00 1,000 16.0350 12/22/00 1,000 15.9450 12/22/00 5,000 15.9261 12/21/00 40,000 16.0109 12/20/00 300 15.3100 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-FLOWERS INDUSTRIES GAMCO INVESTORS, INC. 12/20/00 5,000 15.3000 GABELLI FUNDS, LLC. GABELLI VALUE FUND 2/16/01 12,000 17.2000 2/15/01 84,700 17.2366 1/10/01 90,000 16.0750 1/08/01 10,000 15.5000 12/22/00 50,000 16.0393 GABELLI SMALL CAP GROWTH FUND 2/01/01 20,000 16.1500 2/01/01 43,000 15.9989 1/10/01 60,000 16.0750 GABELLI ASSET FUND 2/14/01 20,000 17.2000 2/13/01 3,900 17.2100 2/02/01 30,000 16.8500 1/19/01 20,000 15.5625 GABELLI ASSET FUND 12/28/00 130,000 15.8863 GABELLI CAPITAL ASSET FUND 2/16/01 30,000 17.1800 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NYSE. (2) PRICE EXCLUDES COMMISSION. (*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP. 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, $0.625 par value per share, of Flowers Industries, Inc. 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 20th day of February, 2001. MARIO J. GABELLI MARC J. GABELLI MJG ASSOCIATES, INC. GABELLI PERFORMANCE PARTNERSHIP, L. P. GABELLI INTERNATIONAL LIMITED GABELLI INTERNATIONAL II LIMITED GABELLI FUND, LDC GABELLI FOUNDATION, INC. GEMINI CAPITAL MANAGEMENT LIMITED By:/s/____________________________ James E. McKee Attorney-in-Fact GABELLI GROUP CAPITAL PARTNERS, INC. GABELLI ASSET MANAGEMENT INC. GABELLI FUNDS, LLC GABELLI SECURITIES, INC. GLI, INC. GABELLI & COMPANY, INC. By:/s/____________________________ James E. McKee Secretary ALCE PARTNERS, L.P. GABELLI MULTIMEDIA PARTNERS, L.P. GABELLI GLOBAL PARTNERS, L.P. GABELLI GLOBAL PARTNERS, LTD. GABELLI ASSOCIATES FUND GABELLI ASSOCIATES LIMITED By:/s/____________________________ James E. McKee Secretary of Gabelli Securities Inc. LYNCH CORPORATION SPINNAKER INDUSTRIES, INC. BRIGHTON COMMUNICATIONS CORPORATION LYNCH INTERACTIVE CORPORATION WESTERN NEW MEXICO INTER-COMMUNITY TELEPHONE COMPANY By:/s/____________________________ James E. McKee Attorney-in-Fact GABELLI & COMPANY, INC. PROFIT SHARING PLAN By:/s/_____________________________ Douglas R. Jamieson Trustee GAMCO INVESTORS, INC. By:/s/_____________________________ Douglas R. Jamieson Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----