Washington, D.C. 20549
(Amendment
No. 8)*
GAMCO INVESTORS, INC. ET AL
Philip M. Halpern, Esq.
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
EXPLANATORY STATEMENT
This
Amendment No. 8 to Schedule 13D is being filed to report that, as a result of the death
of Frederick J. Mancheski (the “Reporting Person”) all of the shares of Class
A Common Stock of Issuer as to which the Reporting Person had beneficial ownership are
now by operation of law both beneficially and of record owned by The Frederick J. Mancheski
Revocable Trust Indenture, dated June 8, 1999, as amended (the “Trust”);
and as a result the Reporting Person’s beneficial ownership of shares of Class
A Common Stock of Issuer is now 0 shares, and that the Reporting Person’s percentage
ownership of Class A Common Stock of Issuer is now 0%. The Reporting Person has not acquired
beneficial ownership of any additional shares of the Issuer’s Common Stock since
the Reporting Person filed Amendment No. 2 to Schedule 13D on January 11, 2007. It should
also be noted that the Reporting Person’s beneficial ownership is held by the Trust
(1,136,704 shares); that the Reporting Person no longer holds any shares of the Issuer,
and, as such, is no longer reported on this Schedule 13D; and that the Trust has filed
its own Schedule 13G with respect to the Issuer and as such is no longer reported on
the Reporting Person’s Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This
statement on Schedule 13D (the “Statement”) relates to the acquisition by Frederick J. Mancheski, an
individual citizen of the United States, of shares of the Class A Common Stock, par value $.001 per share (the “Common Stock”),
of Gamco Investors, Inc. Et Al, a New York corporation (the “Issuer”), the address of the principal executive
offices of the Issuer is One Corporate Center, Rye, New York 10580.
ITEM 2. IDENTITY AND BACKGROUND.
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(a)
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The name of the filing person is Frederick J. Mancheski
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(b)
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Residence address for Frederick J. Mancheski:
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5400 Plantation Road, Unit 1256
Captiva, Florida 33924
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(c)
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Mr. Mancheski is deceased.
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(d-e) During
the last five years, Mr. Mancheski was not (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or causing him
to be subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation of such laws.
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(f)
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Mr. Mancheski was a United States citizen.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr.
Mancheski acquired 2,091,450 shares of Common Stock as part of the consideration paid to him in connection with the settlement
(the “Settlement”) of an action (the “Action”) pending in the Supreme Court of the State of New York,
captioned Frederick J. Mancheski and David M. Perlmutter
v. Gabelli Group Capital Partners, Inc. (Index No. 18762/03). Mr. Mancheski acquired the other 19,815 shares (the “Prior
Stock”) in open market transactions prior to April, 2006. On December 31, 2007, Mr. Mancheski conveyed, in conformance with
Section IV of the Exchange and Standstill Agreement between Mancheski and GAMCO Investors Inc. Et Al, dated May 31, 2006 (the
“Standstill Agreement,” which expired by its terms on May 31, 2016), 44,000 shares of his Common Stock to The Mancheski
Foundation, Inc. The transactions resulting in the filing of this Amendment were made for estate planning purposes. No funds were
expended by Mr. Mancheski in connection with the transfers described herein.
ITEM 4. PURPOSE OF TRANSACTION.
The
purpose of the transaction is to report the effect of Mr. Mancheski’s estate planning
and, other than the confirmation of beneficial ownership of the Common Stock by the Trust
as a result of Mr. Mancheski’s death, there is no other transaction to report in
this Item.
Except
as set forth above, no plans or proposals of the types referred to in clauses (a) through
(j) of Item 4 of Schedule 13D have been formulated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr.
Mancheski beneficially owns 0 shares of Common Stock, which represents 0% of the outstanding shares of Common Stock.
(b) Mr.
Mancheski does not currently share the power to vote or direct the vote, or to dispose or direct the disposition of the shares
of Common Stock with another person.
(c) See Explanatory Statement above.
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The documents executed by Mr. Mancheski and the parties described herein include: (i) the Standstill Agreement by which, among other things, Mr. Mancheski agreed to exchange 2,071,635 Shares of the Issuer’s Class B Common Stock, $.001 par value, which Mr. Mancheski received in connection with the Settlement for the same number of shares of Common Stock; agreed not to acquire additional common stock of the Issuer; agreed to vote his shares of common stock of the Issuer in favor of Issuer’s management; and agreed to limit the sale of his Common Stock (other than the Prior Stock) to an amount equal to 1/24th of such stock during each of the 24 months following the date on which the Common Stock are registered pursuant to the Registration Rights Agreement, as hereinafter defined; (ii) Registration Rights Agreement (the “Registration Rights Agreement”) among Mr. Mancheski, David M. Perlmutter (the other plaintiff in the Action) and the Issuer dated as of May 31, 2006 by which the Issuer agreed to use best efforts to seek effective registration of the Common Stock (other than the Prior Stock) by December 31, 2006 and to keep such registration effective until the earlier of three years after its initial effectiveness or the date on which Mr. Mancheski has disposed of all of the Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. The Exchange and Standstill Agreement dated May 31, 2006 by and between Mancheski and the Company (incorporated herein by reference to Mancheski’s Schedule 13D, filed on June 22, 2006).
2. The
Registration Rights Agreement dated May 31, 2006 by and between GAMCO Investors, Inc. Et Al, and Frederick J. Mancheski and David
M. Perlmutter (incorporated herein by reference to Mancheski’s Schedule 13D, filed on June 22, 2006).
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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/s/Philip M. Halpern, Authorized Person
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Philip M. Halpern, Authorized Person
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