Billionaire Mario Gabelli‘s GAMCO Investors has recently filed a 13D with the US Securities and Exchange Commission, in which it reported its stake in Journal Media Group Inc (NYSE:JMG). The filing showed that GAMCO and its affiliates own a total of 4.40 million shares of the company, the stake amassing slightly over 18% of Journal Media’s outstanding common stock. GAMCO itself holds 1.39 million shares out of the aggregate amount, which compares to 1.30 million shares it disclosed in its latest 13F filing.
Given that the stake is activist by nature, GAMCO added in the filing:
“GAMCO reiterates its position that the Issuer’s merger with GCI does not adequately compensate Issuer’s shareholders for the substantial real estate holdings of the Issuer. GAMCO suggested via Twitter (attached as Exhibit A) that the settlement announced on February 16, 2016 by the Issuer in an 8-K was cosmetic varnish that Delaware Courts would not approve unless meaningful disclosure was made to shareholders.
GAMCO has made multiple public filings requesting detailed information about the valuation of real estate assets and has been stonewalled. GAMCO claims that other than one piece of real estate that is not core to Journal’s business, Methuselah Advisors, the financial advisor giving a fairness opinion to Journal’s Board, relied on JMG’s own valuation for real estate. Gannett has gone so far as to issue a letter rebuking GAMCO for requesting this information, claiming it was misleading. GAMCO, as recently as last week, filed a 13D claiming that the Issuer’s refusal to disclose its real estate asset valuations, beyond the $5.4 million “excess real estate value” for real estate not used in core operations is misleading to shareholders. Gannett’s claim is essentially suggesting that investors are not sophisticated enough to be given basic fundamental information about the value of the company’s real estate. However the relevance of the real estate valuations is underscored by the McClatchy Company’s announcement on February 11, 2016 that it had contributed company-owned real estate to its qualified defined pension plan at a value derived from an independent appraisal. McClatchy plans to lease back the facilities for the foreseeable future while receiving an immediate cash tax benefit.
Given the backdrop of these events, the Issuer’s 8-K filed February 16, 2016 announcing the settlement of the purported class action lawsuit for additional disclosure did not include additional real estate valuations. Without admitting the disclosures were inadequate, JMG agreed to revise their outstanding disclosure documents and pay some soon to be disclosed amount to the plaintiff’s lawyers. The disclosure adjustments did not include additional details on the real estate valuations – arguably the only additional disclosure relevant shareholders have been asking for. The Delaware Courts have recently taken these types of settlements to task and denied plaintiff’s attorney fees for adding what the Court recognized as no benefit to shareholders.”
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Gabelli Funds | 2,387,189 | 2,387,189 | 2,387,189 | 9.78% | ||
| GAMCO Asset Management Inc. I.D. No. 13-40445 | 1,315,067 | 1,393,100 | 1,393,100 | 5.71% | ||
| Gabelli Securities, Inc. I.D. No. 13-3379374 | 262,833 | 262,833 | 262,833 | 1.08% | ||
| Gabelli Foundation, Inc. I.D. No. 94 | 6,000 | 6,000 | 6,000 | 0.02% | ||
| Teton Advisors, Inc. I.D. No. 13-4008049 | 352,367 | 352,367 | 352,367 | 1.44% | ||
| GGCP, Inc. I.D. No. 13-3056041 | 0.00% | |||||
| GAMCO Investors, Inc. I.D. No. 13-400786 | 0.00% | |||||
| Associated Capital Group, Inc. I.D. No. 47-3965991 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | 585 | 585 | 585 | 0.00% | ||
| Mario J. Gabelli | 0.00% |
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Page 1 of 18 SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 11)
Journal Media Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
________48114A109_________
(CUSIP Number)
David Goldman
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
______________________ February 18, 2016________________________
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
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Page 2 of 18 SEC Filing
CUSIP No. 48114A109
| 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 2,387,189 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 2,387,189 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 2,387,189 (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) 9.78% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) IA, CO | ||
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Page 3 of 18 SEC Filing
CUSIP No. 48114A109
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Asset Management 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 1,315,067 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 1,393,100 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 1,393,100 (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) 5.71% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) IA, CO | ||
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Page 4 of 18 SEC Filing
CUSIP No. 48114A109
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Securities, Inc. I.D. No. 13-3379374 | ||
| 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 – Client funds | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization Delaware | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 262,833 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 262,833 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 262,833 (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) 1.08% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) HC, CO, IA | ||
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Page 5 of 18 SEC Filing
CUSIP No. 48114A109
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Foundation, Inc. I.D. No. 94-2975159 | ||
| 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 NV | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 6,000 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 6,000 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 6,000 (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) 0.02% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) 00-Private Foundation | ||
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Page 6 of 18 SEC Filing
CUSIP No. 48114A109
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Teton Advisors, Inc. I.D. No. 13-4008049 | ||
| 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 Delaware | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 352,367 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 352,367 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 352,367 (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) 1.44% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) IA, CO | ||
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Page 7 of 18 SEC Filing
CUSIP No. 48114A109
| 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 Wyoming | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power None (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power None (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person None (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X | ||
| 13 | Percent of class represented by amount in row (11) 0.00% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) HC, CO | ||
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Page 8 of 18 SEC Filing
CUSIP No. 48114A109
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Investors, Inc. I.D. No. 13-4007862 | ||
| 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 Delaware | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power None (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power None (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person None (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X | ||
| 13 | Percent of class represented by amount in row (11) 0.00% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) HC, CO | ||
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Page 9 of 18 SEC Filing
CUSIP No. 48114A109
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Associated Capital Group, Inc. I.D. No. 47-3965991 | ||
| 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 Delaware | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 585 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 585 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 585 (Item 5) | ||
| 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 | ||
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Page 10 of 18 SEC Filing
CUSIP No. 48114A109
| 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 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power None (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person None (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X | ||
| 13 | Percent of class represented by amount in row (11) 0.00% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) IN | ||
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Page 11 of 18 SEC Filing
Item 1. Security and Issuer
This Amendment No. 11 to Schedule 13D on the Common Stock of Journal Media 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 April 6, 2015. 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
Item 2 to Schedule 13D is amended, in pertinent part, as follows:
This statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various entities which he
directly or indirectly controls or for which he acts as chief investment officer. These entities, except for LICT Corporation (“LICT), CIBL, Inc. (“CIBL”) and ICTC Group, Inc. (“ICTC”), 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, and as general partner or the equivalent of various private investment partnerships or private funds. Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and 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: GGCP, Inc. (“GGCP”), GGCP Holdings LLC (“GGCP Holdings”), GAMCO Investors, Inc. (“GBL”), Associated Capital Group, Inc. (“AC”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli Securities, Inc. (“GSI”), G.research, LLC (“G.research”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), MJG-IV Limited Partnership (“MJG-IV”), Mario Gabelli, LICT, CIBL and ICTC. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the “Reporting Persons”.
GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL and AC. 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, including certain of those named below. AC, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below.
GAMCO, a wholly-owned subsidiary of GBL, 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 AC, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GSI may purchase or sell securities for its own account. GSI is a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., Gabelli Japanese Value Partners L.P., GAMA Select Energy + L.P., GAMCO Medical Opportunities L.P., GAMCO Long/Short Equity Fund, L.P., Gabelli Multimedia Partners, L.P, Gabelli International Gold Fund Limited and Gabelli Green Long/Short Fund, L.P.
G.research, 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.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Telecommunications Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli Capital Asset Fund, The GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The GAMCO Mathers Fund, The Gabelli Focus Five Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli SRI Fund, Inc., The Gabelli Healthcare & Wellness Rx Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Value Plus+ Trust, Bancroft Fund Ltd. and Ellsworth Growth & Income Fund Ltd. (collectively, the “Funds”), which are registered investment companies. Gabelli Funds is also the investment adviser to The GAMCO International SICAV (sub-funds GAMCO Merger Arbitrage and GAMCO All Cap Value), a UCITS III vehicle.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Westwood Mighty Mitessm Fund, The TETON Westwood Income Fund, The TETON Westwood SmallCap Equity Fund, and The TETON Westwood Mid-Cap Equity Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.
LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively pursues new business ventures and acquisitions. LICT makes 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, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of LICT.
ICTC is a holding company with subsidiaries in voice, broadband and other telecommunications services, primarily in the rural telephone industry. ICTC makes 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, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of ICTC.
CIBL is a holding company with interests in telecommunications operations, primarily in the rural telephone industry. CIBL actively pursues new business ventures and acquisitions. CIBL makes 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, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL.
Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL and AC. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton.
MJG-IV is a family partnership in which Mario Gabelli is the general partner. Mario Gabelli has less than a 100% interest in MJG-IV. MJG-IV makes investments for its own account. Mario Gabelli disclaims ownership of the securities held by MJG-IV beyond his pecuniary interest.
The Reporting Persons do not admit that they constitute a group.
GAMCO and G.research are New York corporations and GBL, AC, GSI, and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. Gabelli Funds is a New York limited liability company 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 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501. ICTC Group Inc. is a Delaware corporation having its principal place of business as 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.
(d) – Not applicable.
(e) – Not applicable.
(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:
The Reporting Persons used an aggregate of approximately $7,024,306 to purchase the Securities reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D. GAMCO and Gabelli Funds used approximately $840,904 and $6,067,880, 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 additional Securities for such clients. GSI used approximately $115,522 of client funds to purchase the additional Securities reported by it.
Item 4. Purpose of Transaction
Item 4 to Schedule 13D is amended, in pertinent part, as follows:
GAMCO reiterates its position that the Issuer’s merger with GCI does not adequately compensate Issuer’s shareholders for the substantial real estate holdings of the Issuer. GAMCO suggested via Twitter (attached as Exhibit A) that the settlement announced on February 16, 2016 by the Issuer in an 8-K was cosmetic varnish that Delaware Courts would not approve unless meaningful disclosure was made to shareholders.
GAMCO has made multiple public filings requesting detailed information about the valuation of real estate assets and has been stonewalled. GAMCO claims that other than one piece of real estate that is not core to Journal’s business, Methuselah Advisors, the financial advisor giving a fairness opinion to Journal’s Board, relied on JMG’s own valuation for real estate. Gannett has gone so far as to issue a letter rebuking GAMCO for requesting this information, claiming it was misleading. GAMCO, as recently as last week, filed a 13D claiming that the Issuer’s refusal to disclose its real estate asset valuations, beyond the $5.4 million “excess real estate value” for real estate not used in core operations is misleading to shareholders. Gannett’s claim is essentially suggesting that investors are not sophisticated enough to be given basic fundamental information about the value of the company’s real estate. However the relevance of the real estate valuations is underscored by the McClatchy Company’s announcement on February 11, 2016 that it had contributed company-owned real estate to its qualified defined pension plan at a value derived from an independent appraisal. McClatchy plans to lease back the facilities for the foreseeable future while receiving an immediate cash tax benefit.
Given the backdrop of these events, the Issuer’s 8-K filed February 16, 2016 announcing the settlement of the purported class action lawsuit for additional disclosure did not include additional real estate valuations. Without admitting the disclosures were inadequate, JMG agreed to revise their outstanding disclosure documents and pay some soon to be disclosed amount to the plaintiff’s lawyers. The disclosure adjustments did not include additional details on the real estate valuations – arguably the only additional disclosure relevant shareholders have been asking for. The Delaware Courts have recently taken these types of settlements to task and denied plaintiff’s attorney fees for adding what the Court recognized as no benefit to shareholders.
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 4,402,074 shares, representing 18.04% of the approximately 24,407,533 shares outstanding as reported in the Issuer’s most recently filed Form 10-Q for the quarterly period ended September 30, 2015. The Reporting Persons beneficially own those Securities as follows:
| Name | Shares of Common Stock | % of Class of Common |
| GAMCO Gabelli Funds GSI Foundation Teton Advisors AC | 1,393,100 2,387,189 262,833 6,000 352,367 585 | 5.71% 9.78% 1.08% 0.02% 1.44% 0.00% |
Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GSI is deemed to have beneficial ownership of the Securities owned beneficially by G.research. AC, GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 78,033 of its 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, AC, 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.
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Page 12 of 18 SEC Filing
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 19, 2016
GGCP, INC.
MARIO J. GABELLI
GABELLI FOUNDATION, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Attorney-in-Fact
TETON ADVISORS, INC.
By:/s/ David Goldman
David Goldman
General Counsel – Teton Advisors, Inc.
ASSOCIATED CAPITAL GROUP, INC.
By:/s/ Kevin Handwerker
Kevin Handwerker
General Counsel & Secretary – Associated Capital Group, Inc.
GAMCO ASSET MANAGEMENT INC.
GAMCO INVESTORS, INC.
GABELLI SECURITIES, INC.
GABELLI FUNDS, LLC
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
President & Chief Operating Officer – GAMCO Investors, Inc.
President – GAMCO Asset Management Inc.
President – Gabelli Securities, Inc.
President & Chief Operating Officer of the sole member of
Gabelli Funds, LLC
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Page 13 of 18 SEC Filing
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 GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., G.research, Inc., Teton Advisors, Inc., Associated Capital Group, 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) and (e) of this Schedule 13D. |
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Page 14 of 18 SEC Filing
| GAMCO Investors, Inc. Directors: | |
| Edwin L. Artzt Raymond C. Avansino Marc Gabelli | Former Chairman and Chief Executive Officer Procter & Gamble Company 900 Adams Crossing Cincinnati, OH 45202 Chairman & Chief Executive Officer E.L. Wiegand Foundation 165 West Liberty Street Reno, NV 89501 President of Associated Capital Group, Inc. President and Managing Director of Gabelli Securities, Inc. |
| Mario J. Gabelli Elisa M. Wilson | Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC. Director c/o GAMCO Investors, Inc. One Corporate Center Rye, NY 10580 |
| Eugene R. McGrath | Former Chairman and Chief Executive Officer Consolidated Edison, Inc. 4 Irving Place New York, NY 10003 |
| Robert S. Prather | President & Chief Executive Officer Heartland Media, LLC 1843 West Wesley Road Atlanta, GA 30327 |
| Officers: | |
| Mario J. Gabelli | Chairman and Chief Executive Officer |
| Douglas R. Jamieson Henry G. Van der Eb Bruce N. Alpert Agnes Mullady Kevin Handwerker | President and Chief Operating Officer Senior Vice President Senior Vice President Senior Vice President Executive Vice President, General Counsel and Secretary |
| GAMCO Asset Management Inc. Directors: | |
| Douglas R. Jamieson Regina M. Pitaro William S. Selby | |
| Officers: | |
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer – Value Portfolios |
| Douglas R. Jamieson David Goldman | President, Chief Operating Officer and Managing Director General Counsel, Secretary & Chief Compliance Officer |
| Gabelli Funds, LLC Officers: | |
| Mario J. Gabelli | Chief Investment Officer – Value Portfolios |
| Bruce N. Alpert | Executive Vice President and Chief Operating Officer |
| Agnes Mullady | President and Chief Operating Officer – Open End Fund Division |
| David Goldman | General Counsel |
| Gabelli Securities, Inc. | |
| Directors: | |
| Robert W. Blake | President of W. R. Blake & Sons, Inc. 196-20 Northern Boulevard Flushing, NY 11358 |
| Douglas G. DeVivo | Co-Chairman of the Board Alce Partners, L.P. 40 Laburnum Road Atherton, CA 94027 |
| Marc J. Gabelli | Co-Chairman of the Board See above |
| Douglas R. Jamieson | President |
| William C. Mattison, Jr. | Former Vice Chairman – Gerard, Klauer Mattison & Co., Inc. |
| Salvatore F. Sodano | Vice Chairman Chairman and Chief Executive Officer Worldwide Capital Advisory Partners, LLC 520 White Plains Road, Suite 500 Tarrytown, NY 10591 |
| Officers: | |
| Douglas R. Jamieson Diane M. LaPointe Kevin Handwerker David M. Goldman David Fitzgerald | See above Controller Secretary General Counsel & Assistant Secretary Chief Compliance Officer |
| G.research, Inc. Directors: | |
| Daniel M. Miller | Chairman |
| Cornelius V. McGinity | President |
| Officers: | |
| Daniel M. Miller | See above |
| Cornelius V. McGinity | See above |
| Bruce N. Alpert Diane M. LaPointe Douglas R. Jamieson David M. Goldman Josephine D. LaFauci | Vice President Controller and Financial & Operations Principal Secretary Assistant Secretary Chief Compliance Officer |
| Gabelli Foundation, Inc. Officers: | |
| Mario J. Gabelli | Chairman, Trustee & Chief Investment Officer |
| Elisa M. Wilson Marc J. Gabelli Matthew R. Gabelli Michael Gabelli | President Trustee Trustee Trustee |
| MJG-IV Limited Partnership Officers: | |
| Mario J. Gabelli | General Partner |
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Page 15 of 18 SEC Filing
| GGCP, Inc. Directors: | ||
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC. | |
| Marc J. Gabelli | President of Associated Capital Group, Inc. Co-Chairman of the Board of Gabelli Securities, Inc. | |
| Matthew R. Gabelli | Vice President – Trading G.research, Inc. One Corporate Center Rye, NY 10580 | |
| Michael Gabelli | President & COO Gabelli & Partners, LLC One Corporate Center Rye, NY 10580 | |
| Frederic V. Salerno | Chairman Former Vice Chairman and Chief Financial Officer Verizon Communications | |
| Vincent S. Tese | Executive Chairman – FCB Financial Corp | |
| Officers: | ||
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer | |
| Marc J. Gabelli | President | |
| Silvio A. Berni | Vice President, Assistant Secretary and Controller | |
| GGCP Holdings LLC Members: GGCP, Inc. Mario J. Gabelli | Manager and Member Member | |
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Page 16 of 18 SEC Filing
| Teton Advisors, Inc. Directors: | |
| Howard F. Ward Nicholas F. Galluccio Vincent J. Amabile John Tesoro | Chairman of the Board Chief Executive Officer and President |
| Officers: | |
| Howard F. Ward Nicholas F. Galluccio Michael J. Mancuso David Goldman Tiffany Hayden | See above See above Chief Financial Officer General Counsel Secretary |
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Page 17 of 18 SEC Filing
| Associated Capital Group, Inc. Directors: | |
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC. |
| Marc J. Gabelli | Chairman of The LGL Group, Inc. 2525 Shader Road Orlando, FL 32804 |
| Richard L. Bready | Former Chairman and Chief Executive Officer Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903 |
| Bruce Lisman | Former Chairman – JP Morgan – global equity division |
| Daniel R. Lee | Chief Executive Officer Full House Resorts, Inc. 4670 South Ford Apache Road, Suite 190 Las Vegas, NV 89147 |
| Salvatore F. Sodano | Vice Chairman of the Board (see above) |
| Officers: | |
| Mario J. Gabelli Marc Gabelli Patrick Dennis Kevin Handwerker | Chairman of the Board and Chief Executive Officer President Executive Vice President and Chief Financial Officer Executive Vice President, General Counsel and Secretary |
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Page 18 of 18 SEC Filing
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-JOURNAL MEDIA GROUP, INC.
GABELLI SECURITIES, INC.
2/11/16 781 11.9700
2/10/16 1,900 11.9613
GABELLI ASSOCIATES LTD II E
2/11/16 200 11.9700
2/10/16 800 11.9613
GABELLI ASSOCIATES LTD
2/11/16 500 11.9700
2/10/16 1,300 11.9613
2/09/16 600 11.9700
GABELLI ASSOCIATES FUND II
2/11/16 300 11.9700
2/10/16 200 11.9613
GABELLI ASSOCIATES FUND
2/11/16 700 11.9700
2/10/16 1,700 11.9613
2/09/16 674 11.9700
GAMCO ASSET MANAGEMENT INC.
2/18/16 65,000 11.9491
2/11/16 400 11.9700
2/10/16 1,100 11.9613
2/10/16 3,672 11.9518
2/09/16 199 11.9600
GABELLI FUNDS, LLC.
GABELLI VALUE PLUS+ TRUST
2/18/16 15,000 11.9491
GABELLI GLOBAL SMALL AND MIDCAP VALUE TRUST
2/18/16 50,000 11.9491
2/18/16 7,798 11.9694
2/16/16 2,202 12.0100
THE GDL FUND
2/18/16 95,700 11.9491
GABELLI ENTERPRISE MERGERS & ACQ. FUND
2/18/16 70,000 11.9491
GAMCO ALL CAP VALUE
2/18/16 4,000 11.9491
GABELLI ABC FUND
2/18/16 12,777 11.9576
2/18/16 250,300 11.9491
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.
18
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