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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 7)
Westwood Holdings Group, Inc.
(Name of Issuer)
Common Stock $0.01 Par Value Per Share
(Title of Class of Securities)
961765104
(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)
July 29, 2005
(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 Section 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box.
CUSIP No. 961765104
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)
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
1,086,550 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
1,086,550 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,086,550 (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)
18.84%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 961765104
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GGCP, 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. 961765104
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
This Amendment No. 7 to Schedule 13D on the Common Stock of
Westwood Holdings Group, Inc. (the "Issuer") is being filed on behalf of the
undersigned to amend the Schedule 13D, as amended (the "Schedule 13D") which
was originally filed on August 28, 2003. Unless otherwise indicated, all
capitalized terms used herein but not defined herein shall have the same
meaning as set forth in the Schedule 13D.
Item 2. Identity and Background
(a) (b) and (c) - This statement is being filed by Mario J. Gabelli
("Mario Gabelli"), GGCP, Inc.
formerly known as Gabelli Group Capital Partners, Inc. ("GGCP"), and Gabelli
Asset Management Inc. ("GBL"). The foregoing persons signing this Schedule 13D
are hereafter referred to as the "Reporting Persons".
GGCP makes investments for its own account and is the parent
company of GBL. GBL, a public company listed on the New York Stock Exchange,
is the parent company for a variety of companies engaged in the securities
business.
Mario Gabelli is the majority stockholder and Chairman of the Board
of Directors and Chief
Executive Officer of GGCP and GBL.
GGCP and GBL are New York corporations. GBL has its principal
offices at One Corporate Center, Rye, New York 10580. GGCP has its principal
offices at 140 Greenwich Avenue, Greenwich, CT 06830.
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
Item 3 to Schedule 13D is amended, in pertinent part, as follows:
GBL used approximately $86,127 of working capital to purchase the
additional Securities reported by it since the most recent filing on Schedule
13D.
Item 4. Purpose of Transaction
On August 1, 2005 Gabelli Advisers, Inc. ("Gabelli Advisers"), an
approximately 42%-owned subsidiary of GBL in which the Issuer has an
approximately 19% equity ownership interest, received a letter from the Issuer
requesting that GBL enter into discussions with the Issuer regarding the
Issuer's purchase of GBL's interest in Gabelli Advisers. If GBL is unwilling
to enter into such discussions, the Issuer requested that GBL purchase the
Issuer's interest in Gabelli Advisers using a valuation metric to be agreed.
The Issuer subadvises five of the six registered investment company portfolios
managed by Gabelli Advisers. GBL may discuss with the Issuer and others the
repurchase of the Issuer's ownership interest in Gabelli Adviser, the sale of
GBL's ownership of Gabelli Advisers or other alternatives.
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 1,086,550 shares,
representing 18.84% of the 5,766,022 shares outstanding as reported in the
Issuer's most recent Form 10-Q for the quarterly period ended June 30, 2005.
The Reporting Persons beneficially own those Securities as follows:
Name
Shares of
Common Stock
% of Class
of
Common
GBL
1,086,550
18.84%
Mario Gabelli
0
0.00%
Mario Gabelli and GGCP are deemed to have beneficial ownership of
the Securities owned beneficially by GBL.
(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 the power of Mario Gabelli, GBL, and GGCP 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.
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: June 8, 2005
MARIO J. GABELLI
GGCP, INC.
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI ASSET MANAGEMENT INC.
By:/s/ James E. McKee
James E. McKee
Secretary
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as
follows:
The following sets forth as to each of the executive officers and
directors of the undersigned: his name; his business address; 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 GGCP, 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.
GGCP, Inc.
Directors:
Vincent J. Amabile
Mario J. Gabelli
Business Consultant
Chief Executive Officer and Chief Investment
Officer of GGCP, Inc., Gabelli Asset Management
Inc., and GAMCO Investors, Inc.; Director/Trustee
of all registered investment companies advised by
Gabelli Funds, LLC; Chief Executive Officer of
Lynch Interactive Corporation.
Charles C. Baum
Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
Arnold M. Reichman
Business Consultant
Marc J. Gabelli
President of GGCP, Inc.; Chairman of Lynch
Corporation
Matthew R. Gabelli
Vice President - Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
Officers:
Mario J. Gabelli
Marc J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
President Henry Kiernan
Vice President, Chief Financial Officer and
Secretary
Gabelli Asset Management
Inc.
Directors:
Edwin L.
Artzt
Raymond C.
Avansino, Jr.
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Mario J. Gabelli
John D.
Gabelli
See above
Senior Vice President
John C. Ferrara
See below
Karl Otto Pohl (1)
Robert S.
Prather
Frederic V.
Salerno
Vincent S.
Tese
Alan C.
Heuberger
Sal. Oppenheim jr. & Cie.
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany
President & Chief Operating Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, GA 30319
Former Vice Chairman and Chief Financial Officer
Verizon Communications
Lawyer, Investment Adviser and Cable Television
Executive
c/o Bear Stearns & Company, Inc.
245 Park Avenue, 19th Floor
New York, NY 10167
Cascade Investment LLC
2365 Carillon Point
Kirkland, WA 98033
Officers:
Mario J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
Douglas R. Jamieson
Henry G. Van der Eb
Michael R. Anastasio,
Jr.
President and Chief Operating Officer
Senior Vice President
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 Investment Officer
Joseph R. Rindler,
Jr.
Chairman
Douglas R. Jamieson
Michael R.
Anastasio, Jr.
Executive Vice President and Chief Operating
Officer
Vice President and Chief Financial Officer
Gabelli Funds, LLC
Officers:
Mario J. Gabelli
Chief Investment Officer
Bruce N. Alpert
Executive Vice President and Chief Operating
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.
Douglas R.
Jamieson
F. William
Scholz, II
See above
President and Chief Operating Officer
See above
Officers:
Douglas R. Jamieson
Michael R.
Anastasio
James E. McKee
See above
Vice President and Chief Financial Officer
Assistant Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III
Chairman & Interim President
Irene Smolicz
Senior Trader
Gabelli & Company, Inc.
Officers:
James G. Webster, III
Chairman & Interim President
Bruce N. Alpert
Vice President - Mutual Funds
James E. McKee
Secretary
Lynch Corporation,
140 Greenwich Avenue, 4th Floor
Greenwich, CT 06830
Directors:
E. Val Cerutti
Business Consultant, Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10540
Avrum Gray
Marc J. Gabelli
John C. Ferrara
Anthony R.
Pustorino
Gbar Limited Partnership
440 South LaSalle, Suite 2900
Chicago, IL 60605
Chairman
President and Chief Executive Officer
Professor Emeritus
Pace University
1 Martine Avenue
White Plains, NY 10606
Officers:
John C. Ferrara
See above
Eugene Hynes
Secretary and Treasurer
Lynch Interactive Corporation,
401 Theodore Fremd Avenue Rye, NY 10580
Directors:
Paul J. Evanson
President
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740
Mario J. Gabelli
See above - GGCP, Inc.
Salvatore Muoio
Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022
Daniel Lee
Morris Berkowitz
John C. Ferrara
Chairman and Chief Executive Officer
Pinnacle Entertainment, Inc.
3800 Howard Hughes Parkway, Suite 1800
Las Vegas, Nevada 89109
Consultant
Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580
See above
Officers:
Mario J. Gabelli
Chairman and Chief Executive Officer
Robert E. Dolan
Chief Financial Officer
John A. Cole
Vice President, Corporate Development
Secretary and General Counsel
(1) Citizen of Germany
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-WESTWOOD HLDGS GROUP
GABELLI ASSET MANAGEMENT INC.
7/12/05 1,600 17.9288
7/05/05 3,200 17.9500
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.