SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 18)
Penton Media, Inc.
(Name of Issuer)
Common Stock Par Value $0.01 Per Share
(Title of Class of Securities)
_________709668107________
(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)
______________________August 6, 2002________________________
(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 0.
CUSIP No. 709668107
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
1,542,000 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
1,542,000 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,542,000 (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)
4.84%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 709668107
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
4,272,683 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
4,451,866 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,451,866 ( (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)
13.97%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
CUSIP No. 709668107
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Performance Partnership L.P. I.D. NO. 13-3396569
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
28,500 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
28,500 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,500 (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)
0.09%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 709668107
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli International Limited
I.D. NO. Foreign Corporation
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)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
:
7
:
:
:
SOLE VOTING POWER
3,000 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
3,000 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 709668107
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)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NONE
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 709668107
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)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NONE
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 709668107
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. 709668107
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)
OO-Funds of family partnership
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
4,734 (Item 5)
:
8
:
:
:
SHARED VOTING POWER
NONE
:
9
:
:
:
SOLE DISPOSITIVE POWER
4,734 (Item 5)
:10
:
:
:
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,734 (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)
0.01%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Item 1. Security and Issuer
This Amendment No. 18 to Schedule 13D on the Common Stock of Penton
Media, Inc. (the "Issuer") is being filed on behalf of the undersigned to amend
the Schedule 13D, as amended (the "Schedule 13D") which was originally filed on
August 19, 1998. Unless otherwise indicated, all capitalized terms used herein
but not defined herein shall have the same meanings as set forth in the
Schedule 13D.
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"),
Western New Mexico Telephone Company ("Western New Mexico"), 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 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 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"), Gabelli Associates Fund ("GAF"), Gabelli Associates Fund II ("GAF
II"), 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 Global Partners
Master Fund, Ltd. ("GGP "), Gabelli European Partners Master Fund, Ltd. ("GEP
"), Mario Gabelli, Marc Gabelli, Lynch, Western New Mexico, 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, 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.
GAF is a New York limited partnership whose primary business purpose is
risk arbitrage investments. GSI and Mario Gabelli are the general partners of
GAF.
GAF II is a Delaware limited partnership whose primary business purpose
is risk arbitrage investments. GSI is the general partner of GAF II.
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
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 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 Capital Management, LLC 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
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 manufacturing. Interactive is a public company listed on the American Stock
Exchange. It 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 Telephone, a subsidiary of
Brighton, is a holding company that owns interests in Western New Mexico and
other entities. Lynch and its affiliates actively pursue new business ventures
and acquisitions. Lynch and its affiliates make investments in marketable
securities to preserve capital and maintain liquidity for financing their
business activities and acquisitions and are not engaged in the business of
investing, reinvesting, or trading in securities.
Mario J. Gabelli is a director, 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 other than Gemini,
GGP, and GEP. 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. Marc Gabelli is the majority stockholder of
Gemini.
The Reporting Persons do not admit that they constitute a group.
Gabelli Partners, GAMI, GAMCO, and Gabelli & Company 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 One
Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut
corporation having its principal business office at 8 Sound Shore Dr.,
Greenwich, CT 06830. GAF is a New York limited partnership having its principal
business office at One Corporate Center, Rye, New York 10580. ALCE, Multimedia
Partners, and GAF II 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 West Indies.
GGP and GEP are corporations organized under the laws of the British Virgin
Islands each having its principal business office at c/o Goldman Sachs (Cayman)
Trust, Limited, P.O. Box 896 GT, Harbour Center, 2nd Floor, North Church Street,
Grand Cayman, British West Indies. Gemini is a Delaware limited liability
company having its principal business office at One Corporate Center, 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 Nevada corporation having its principal offices at 165 West Liberty
Street, Reno, Nevada 89501. Lynch is an Indiana corporation having its
principal business office at 50 Kennedy Plaza, Suite 1250, Providence, Rhode
Island 02903. Interactive, Brighton, and Lynch Telephone are Delaware
corporations, each having its principal place of business at One Corporate
Center, Rye, New York 10580. Western New Mexico is a Delaware corporation,
having its principal place of business at 314 W. Yankee Street, Silver City,
New Mexico 88062. Inter-Community is a North Dakota corporation, having its
principal place of business at 556 Main Street, Nome, North Dakota 58062.
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 $38,169 to
purchase the Securities reported as beneficially owned in Item 5. GAMCO and
Gabelli Funds used approximately $15,750 and $22,419, 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
Item 4 to Schedule 13D is amended, in pertinent part, as follows:
On August 6, 2002, Mario Gabelli sent a letter to the Chairman and
Chief Executive Officer of the Issuer regarding the elimination of the Issuer's
"poison pill." A copy of the letter is attached hereto as Exhibit D.
Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D
relates is 6,030,100 shares, representing 18.92% of the 31,867,825 shares
outstanding as reported in the Issuer's most recent Form 10-Q for the quarter
ended March 31, 2002. The Reporting Persons beneficially own those Securities
as follows:
Name
Shares of
Common Stock
% of Class of
Common
Gabelli Funds
1,542,000
4.84%
GAMCO
4,451,866
13.81%
GPP
28,500
0.09%
GIL
3,000
0.01%
Mario Gabelli
4,734
0.01%
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 GAL, GAF, GAF II, 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 179,183 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.
(e) Not applicable.
Item 7. Material to be Filed as an Exhibit
The following Exhibit D is attached hereto.
The following Exhibit E is incorporated by reference to Exhibit C
in the Amendment No. 8 to Schedule 13D of the Reporting Persons with
respect to Edgewater Technologies, Inc.
Exhibit D:
Letter from Mario J. Gabelli to Thomas L. Kemp, dated
August 6, 2002.
Exhibit E:
Powers of Attorney to Stephen M. Detore, Douglas R. Jamieson,
and James E. McKee from Robert E. Dolan
Powers of Attorney to Stephen M. Detore, Douglas R. Jamieson,
and James E. McKee from Raymond H. Keller.
Powers of Attorney to Stephen M. Detore, Douglas R.
Jamieson,, and James E. McKee from Mario J. Gabelli.
Powers of Attorney to Stephen M. DeTore, Karyn M. Nappi, 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: August 7, 2002
MARIO J. GABELLI
MARC J. GABELLI
GABELLI PERFORMANCE PARTNERSHIP L.P.
GABELLI INTERNATIONAL LIMITED
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, LLC
GABELLI GROUP CAPITAL PARTNERS, INC.
GABELLI ASSET MANAGEMENT INC.
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; Vice 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
Business Consultant
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
Vincent J.
Capurso
Executive Vice President and Chief Financial
Officer
Robert S. Zuccaro
Vice President
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
Gus
Coutsouros
Chief Financial 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
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.
Anthonie C. 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
Anthonie C. Van Ekris
See below
Lynch Corporation,
50 Kennedy Plaza, Suite 1250, Providence, RI 02903
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 and Chief Executive Officer
Avrum Gray
Gbar Limited Partnership
440 South LaSalle, Suite 2900
Chicago, IL 60605
Officers:
Ralph R. Papitto
See above
Mario J. Gabelli
See above
Richard E. McGrail
President and Chief Operations Officer
Raymond H. Keller
Vice President and Chief Financial Officer
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 and CEO
Lynch Corporation
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 Interactive 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
John Fikre
Vice President - Corporate Development, General
Counsel, and Secretary
Brighton Communications Corporation
401 Theodore Fremd Avenue Rye, NY 10580
Directors:
Robert E. Dolan
See above - Lynch Interactive Corporation
John Fikre
See above - Lynch Interactive Corporation
Officers:
Robert E. Dolan
President, Controller, Tresurer and 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
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
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
(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
Exhibit D:
August 8, 2002
Mr. Thomas L. Kemp
Chairman & Chief Executive Officer
Penton Media, Inc.
The Penton Media Bldg
1300 E. 9th St.
Cleveland, OH 14114-1503
Dear Mr. Kemp:
Your press release for your second quarter earnings alerted me to the
overwhelming vote of your shareholders to eliminate the poison pill.
At the same time we were taken back that your Board of Directors did not
implement the shareholders' decision immediately.
In this context, we give full credit to the Modine directors for taking
such positive action immediately after the vote.
Unless the shareholder's mandate is acted on in the immediate future, we
believe we are left with no choice, but to consider alternatives for the
upcoming annual meeting, which might include nominating directors who will be
more sensitive to shareholder initiatives.
Sincerely,
/s/ Mario J. Gabelli
Mario J. Gabelli
MJG/lel
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