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
The Neiman Marcus Group, Inc.
(Name of Issuer)
Class A Common Stock $0.01 Par Value Per Share
(Title of Class of Securities)
640204202
(CUSIP Number)
James E. McKee
Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5294
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 28, 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), 240.13d-1(f)
or 240.13d-1(g), check the following box.
CUSIP No. 640204202
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Funds, LLC
I.D. NO.
13-4044523
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
98,000 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
98,000 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.35%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 640204202
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 (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
1,322,200(Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
1,331,200(Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,331,200 (Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.80%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
CUSIP No. 640204202
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 (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NONE
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 640204202
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 (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 640204202
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 (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 640204202
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule
13D relates is the Class A Common Stock, par value $0.01 per share
("Securities"), of The Neiman Marcus Group, Inc. (the "Issuer"), a Delaware
corporation with principal offices located at 1618 Main Street, Dallas, TX
75201.
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. Many of these entities engage in various aspects of the
securities business, including as investment adviser to various institutional
and individual clients, including registered investment companies and pension
plans, and as general partner of various private investment partnerships.
Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more
than 5% of a class of a particular issuer. Although several of the foregoing
persons are treated as institutional investors for purposes of reporting their
beneficial ownership on the short-form Schedule13G, the holdings of those who
do not qualify as institutional investors may exceed the 1% threshold presented
for filing on Schedule 13G or implementation of their investment philosophy may
from time to time require action which could be viewed as not completely
passive. In order to avoid any question as to whether their beneficial
ownership is being reported on the proper form and in order to provide greater
investment flexibility and administrative uniformity, these persons have
decided to file their beneficial ownership reports on the more detailed
Schedule 13D form rather than on the short-form Schedule 13G and thereby to
provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of
the following persons: 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 International II Limited ("GIL II"), ALCE Partners, L.P. ("ALCE"),
Gabelli Multimedia Partners, L.P. ("Multimedia Partners"), MJG Associates, Inc.
("MJG Associates"), Gemini Capital Management, LLC. ("Gemini"), Gabelli Fund,
LDC ("LDC"), Gabelli Foundation, Inc. ("Foundation"), Gabelli Advisers, Inc.
("Gabelli Advisers"), Gabelli Global Partners Master Fund, Ltd. ("GGP"),
Gabelli European Partners Master Fund, Ltd. ("GEP"), Mario Gabelli, Marc
Gabelli, 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"). 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. Mario Gabelli is the Chairman of the Board of
Directors, Chief Executive Officer and majority shareholder of Gabelli
Partners. GAMI, a public company listed on the New York Stock Exchange, is the
parent company of a variety of companies engaged in the securities business,
including those 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, foundations
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 ("1934
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 corporation which
currently has no active operations.
Gabelli Associates is a limited partnership whose primary business
purpose is risk arbitrage investments. GSI and Mario Gabelli are the general
partners of Gabelli Associates.
GAL is a corporation whose primary business purpose is risk
arbitrage investments. Shares of GAL's common stock 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 managed account services
for the following registered investment companies: 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").
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 securities in order to achieve its investment
objective of significant long-term growth of capital. Shares of GIL II's
common stock are offered to persons who are neither citizens nor residents of
the United States and may be offered to a limited number of U.S. investors.
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 communications companies. GSI is a general
partner of Multimedia Partners.
GGP is a corporation whose primary business purpose is investing in
securities on a global basis. Gabelli Securities International Limited and
Gemini are the investment advisors of GGP and Marc Gabelli is the portfolio
manager for GGP.
GEP is a corporation whose primary business purpose is investing in
securities of European Companies. Gabelli Securities International Limited is
the investment advisor of GEP and Marc Gabelli is a portfolio manager for GEP.
LDC is a corporation whose business purpose is investing primarily
in a portfolio of equity 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 limited liability company whose primary business
purpose is to provide advisory services to offshore funds. Marc Gabelli is the
President, Chief Investment Officer and majority shareholder 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 manufacturing. Spinnaker, a subsidiary of Lynch, is also a public
company and its stock is traded through the NASDAQ National Market. Spinnaker
is a manufacturing firm with major subsidiaries in specialty adhesive-backed
materials business. Interactive, a public company listed on the American Stock
Exchange, is a holding company whose principal subsidiary is Brighton.
Brighton is a holding company with subsidiaries in multimedia and services
businesses. Western New Mexico, a subsidiary of Brighton, provides local
telephone services in an 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 a substantial shareholder of Lynch and Interactive.
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 are Delaware limited partnerships each
having its principal business office at One Corporate Center, Rye, New York
10580. GAL and GIL are corporations organized under the laws of the British
Virgin Islands having their principal business office at c/o Fortis Fund
Services (Cayman) Limited, Grand Pavilion, Commercial Centre, 802 West Bay
Road, 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 Wet Indies. Gemini is a Delaware limited liability company with its
principal place of business at 401 Theodore Fremd Ave, Rye, New York 10580.
LDC is a corporation organized under the laws of the British Virgin Islands
having its principal 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 401 Theodore Fremd Ave., Rye, New York 10580. Spinnaker is a Delaware
corporation having its principal business office at 251 Welton Street, Handen,
CT 06511. Interactive and Brighton are Delaware corporations each having its
principal place of business at 401 Theodore Fremd Ave., Rye, New York 10580.
For information required by instruction C to Schedule 13D with
respect to the executive officers and directors of the foregoing entities and
other related persons (collectively, "Covered Persons"), reference is made to
Schedule I annexed hereto and incorporated herein by reference.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used an aggregate of approximately
$37,803,236 to purchase the Securities reported as beneficially owned in Item
5. GAMCO and Gabelli Funds used approximately $35,250,176 and $2,553,060
respectively, of funds that were provided through the accounts of certain of
their investment advisory clients (and, in the case of some of such accounts at
GAMCO, may be through borrowings from client margin accounts) in order to
purchase the Securities for such clients.
Item 4. Purpose of Transaction
Each of the Reporting Persons has purchased and holds the
Securities reported by it for investment for one or more accounts over which it
has shared, sole, or both investment and/or voting power, for its own account,
or both.
The Reporting Persons, with the 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 operations, management or capital structure of such companies as
a means of enhancing shareholder values. Such suggestions or positions may
relate to one or more of the transactions specified in clauses (a) through (j)
of Item 4 of Schedule 13D including, without limitation, such matters as
disposing of one or more businesses, selling the company or acquiring another
company or business, changing operating or marketing strategies, adopting or
not adopting, certain types of anti-takeover measures and restructuring the
company's capitalization or dividend policy.
Each of the Reporting Persons intends to adhere to the foregoing
investment philosophy with respect to the Issuer. However, none of the
Reporting Persons intends to seek control of the Issuer or participate in the
management of the Issuer, and any Reporting Person that is registered as an
investment company under the 1940 Act will participate in such a transaction
only following receipt of an exemption from the SEC under Rule 17d-1 under the
1940 Act, if required, and in accordance with other applicable law. In
pursuing this investment philosophy, each Reporting Person will continuously
assess the Issuer's business, financial condition, results of operations and
prospects, general economic conditions, the securities markets in general and
those for the Issuer's securities in particular, other developments and other
investment opportunities, as well as the investment objectives and
diversification requirements of its shareholders or clients and its fiduciary
duties to such shareholders or clients. Depending on such assessments, one or
more of the Reporting Persons may acquire additional Securities or may
determine to sell or otherwise dispose of all or some of its holdings of
Securities. Although the Reporting Persons share the same basic investment
philosophy and although most portfolio decisions are made by or under the
supervision of Mario Gabelli, the investment objectives and diversification
requirements of various clients differ from those of other clients so that one
or more Reporting Persons may be acquiring Securities while others are
disposing of Securities.
With respect to voting of the Securities, the Reporting Persons
have adopted general voting policies relating to voting on specified issues
affecting corporate governance and shareholder values. Under these policies,
the Reporting Persons generally vote all securities over which they have voting
power in favor of cumulative voting, financially reasonable golden parachutes,
one share one vote, management cash incentives and pre-emptive rights and
against greenmail, poison pills, supermajority voting, blank check preferred
stock and super-dilutive stock options. Exceptions may be made when management
otherwise demonstrates superior sensitivity to the needs of shareholders. In
the event that the aggregate voting position of all joint filers shall exceed
25% of the total voting position of the issuer then the proxy voting committees
of each of the Funds shall vote their Fund's shares independently.
Each of the Covered Persons who is not a Reporting Person has
purchased the Securities reported herein as beneficially owned by him for
investment for his own account or that of one or more members of his immediate
family. Each such person may acquire additional Securities or dispose of some
or all of the Securities reported herein with respect to him.
Other than as described above, none of the Reporting Persons and
none of the Covered Persons who is not a Reporting Person has any present plans
or proposals which relate to or would result in any transaction, change or
event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number of Securities to which this Schedule 13D
relates is 1,429,200 shares, representing 5.15% of the 27,727,837 shares
outstanding as reported in the Issuer's most recent Form 10-Q for the quarter
ended April 28, 2001. The Reporting Persons beneficially own those Securities
as follows:
Name
Shares of
Common Stock
% of Class of
Common
Gabelli Funds
98,000
0.35%
GAMCO
1,331,200
4.80%
Mario Gabelli
0
0.00%
Marc 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 and Gemini. Marc Gabelli is deemed to have beneficial ownership of the
Securities owned by Gemini. GSI is deemed to have beneficial ownership of the
Securities beneficially owned by ALCE, GMP, GAL, Gabelli Associates and Gabelli
& Company.
MJG Associates is deemed to have beneficial ownership of the
Securities beneficially owned by GPP, GIL, GIL II and LDC. GAMI and Gabelli
Partners are deemed to have beneficial ownership of the Securities owned
beneficially by each of the foregoing persons other than Mario Gabelli, Marc
Gabelli, Gemini 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 9,000 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
circumstances 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 reference.
(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 provisions of such
advisory contracts and partnership arrangements, the sole power to direct the
receipt of dividends from, and the proceeds of sale of, any of the Securities
beneficially owned by such Reporting Persons. 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, GGP and GEP with respect to Securities owned beneficially by them
on behalf of their shareholders, are held pursuant to written agreements with
such clients, partnerships and funds.
Item 7. Material to be Filed as an Exhibit
The following Exhibit A is attachment hereto. The following
Exhibit B is incorporated by reference to Exhibit B in the Amendment No. 18 to
Schedule 13D of the Reporting Persons with respect to Hector Communications
Corporation.
Exhibit A:
Joint Filing Agreement
Exhibit B:
Powers of Attorney to Stephen G. Bondi, Peter D. Goldstein,
and James E. McKee from Robert E. Dolan
Powers of Attorney to Stephen G. Bondi, Peter D. Goldstein,
and James E. McKee from Robert E. Dolan.
Powers of Attorney to Stephen G. Bondi, Peter D. Goldstein,
and James E. McKee from Mario J. Gabelli.
Powers 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: October 8, 2001
MARIO J. GABELLI
MARC J. GABELLI
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI GROUP CAPITAL PARTNERS, INC.
GABELLI ASSET MANAGEMENT INC.
GABELLI FUNDS, LLC
By:/s/ James E. McKee
James E. McKee
Secretary
GAMCO INVESTORS, INC.
By:/s/ Douglas R. Jamieson
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; 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
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.
Richard B. Black
Vice Chairman of the Board of Directors of Oak
Technology, Inc.; Chairman of ECRM; Director of
The Morgan Group, Inc.; General Partner of KBA
Partners
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 Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
Eamon M. Kelly
Professor
Payson Center for International
Development Technology Transfer
Tulane University
300 Gibson 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, Inc.
One Corporate Center
Rye, New York 10580
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
Gabelli Asset Management
Inc.
Directors:
Raymond C. Avansino,
Jr.
Chairman
E.L. Wiegand Foundation
165 West Liberty Street
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
President
SPACE.com
120 West 45th Street
New York, NY 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
(Cayman) Limited
Grand Pavillion, Commercial Center
802 West Bay Rd.
Grand Cayman, British West Indies
MeesPierson Nominees
(Cayman) Limited
Grand Pavillion, Commercial Center
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
(Cayman) Limited
Grand Pavillion, Commercial Center
802 West Bay Rd.
Grand Cayman, British West Indies
Gabelli Fund, LDC
Directors:
Johann S. Wong (4)
c/o Tremont (Bermuda) Limited
Tremont House
4 Park Road
Hamilton, HM11
Bermuda
Peter D. Anderson (5)
Givens Hall Bank & Trust
Genesis Building
P.O. Box 2097
Grand Cayman, Cayman Islands
BWI 3459498141
Karl Otto Pohl
See above
Anthonie C. van Ekris
See below
Gabelli Global Partners Master
Fund, Ltd.
Directors:
Marc J. Gabelli
See above
Patrick Salvisberg (6)
Vice President
Institutional Capital Markets Bear Stearns
International Ltd.
Marco Sampelligrani (7)
Trader, Gabelli Securities, Inc.
Antonie Van Ekris
See below
Gabelli European Partners Master
Fund, Ltd.
Directors:
Marc J. Gabelli
See above
Patrick Salvisberg (6)
See above
Marco Sampelligrani (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
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
Brighton Communications Corporation
401 Theodore Fremd Avenue Rye, NY 10580
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
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
Anthonie C. van Ekris
Chairman and Chief Executive Officer
Balmac International, Inc.
61 Broadway - Suite 1900
New York, NY 10006
Mario J. Gabelli
See above - Gabelli Group Capital Partners, Inc.
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
Mario J. Gabelli
Office of the Chairman
Louis A. Guzzetti
Office of the Chairman
Perry J. Schiller
Vice President, Finance & Controller
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
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
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
Senior Vice President - Operations
Mary Beth Baxter
Secretary & Treasurer
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
Carmine P. 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
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
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
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
Officers:
Jack W. Keen
President
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 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
(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-NEIMAN MARC GROUP A
GAMCO INVESTORS, INC.
10/05/01 500 26.0500
10/04/01 10,000 26.3890
10/04/01 500- 26.4000
10/04/01 3,000 26.3167
10/03/01 2,000 26.2910
10/03/01 6,000 25.6603
10/02/01 1,000- 24.1850
10/02/01 8,000 24.2448
9/28/01 5,000 23.8308
9/28/01 5,000 24.0974
9/28/01 10,000 23.6892
9/24/01 2,000 25.4500
9/24/01 500 25.4640
9/05/01 500 32.0500
8/31/01 300- 31.6133
8/29/01 900 32.5190
8/27/01 8,000 32.6985
8/27/01 7,000 32.6086
8/09/01 10,000 31.1282
GABELLI FUNDS, LLC.
GABELLI EQUITY TRUST
9/28/01 8,000 24.0000
GABELLI CAPITAL ASSET FUND
8/29/01 5,000 32.5114
8/27/01 5,000 32.7532
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Entities (as such term is defined in the Schedule 13D referred
to below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Class A Common Stock, par value of
$0.01 Per share, of The Neiman Marcus Group, 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 8th day of October, 2001.
MARIO J. GABELLI
MARC J. GABELLI
GABELLI PERFORMANCE PARTNERSHIP L.P.
GABELLI INTERNATIONAL LIMITED
GABELLI INTERNATIONAL II LIMITED
GABELLI FUND, LDC
GABELLI FOUNDATION, INC.
GEMINI CAPITAL MANAGEMENT LLC
By:/s/ James E. McKee
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__________________________
ALCE PARTNERS, L.P.
GABELLI MULTIMEDIA PARTNERS, L.P.
GABELLI EUROPEAN PARTNERS MASTER FUND, LTD.
GABELLI GLOBAL PARTNERS MASTER FUND, LTD.
GABELLI ASSOCIATES LIMITED
GABELLI ASSOCIATES FUND
By:/s/ James E. McKee
James E. McKee
Secretary of Gabelli Securities Inc.
LYNCH CORPORATION
SPINNAKER INDUSTRIES, INC
BRIGHTON COMMUNICATIONS CORPORATION
LYNCH INTERACTIVE CORPORATION
WESTERN NEW MEXICO
INTER-COMMUNITY TELEPHONE COMPANY
BY:/s/ James E. McKee
___________________________
James E. McKee
Attorney-in-Fact
GABELLI & COMPANY, INC.
PROFIT SHARING PLAN
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Trustee
GAMCO INVESTORS, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Executive Vice President
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