GAMCO
Asset Management Inc. (“GAMCO”) responds to your comment letter, dated April 9,2009, concerning the Preliminary Proxy Statement filed by GAMCO and referenced
above. We are responding to your comments as numbered in your
letter. A revised proxy statement, as well as a red-lined version,
reflecting changes from the earlier submission, are enclosed. GAMCO
appreciates your timely and careful review of our submission.
1.
GAMCO’s Board nominees and an additional Participant (Mario J. Gabelli) have
been added as filing persons.
2. It is
our understanding that the “Participants” in this solicitation, as that term is
defined for purposes of Schedule 14A are: GAMCO; each of the three GAMCO
nominees; and Mario J. Gabelli. We have added Mr. Gabelli as a
participant in the revised proxy statement in response to your
comments. GAMCO is the entity that is a beneficial owner of shares of
CH Energy Group, Inc. (“CH Energy”), and has nominated the slate of
directors. To the extent that funds are expended to finance the
solicitation, they will be provided by GAMCO. Mr. Gabelli may be
considered as the control person of GAMCO, by virtue of his control of GAMCO’s
parent company GAMCO Investors, Inc., which is a New York Stock Exchange listed
company (“GBL”). Mr. Gabelli may personally solicit
proxies.
We have
revised the proxy statement to make it as clear as possible that GAMCO is the
entity nominating the director candidates and soliciting proxies.
GAMCO is
an SEC-registered investment adviser and wholly-owned subsidiary of GBL. GBL has
other wholly-owned or majority owned subsidiaries, including other
SEC-registered investment advisers. Each of these advisers is a
beneficial owner of securities, held on behalf of its investment advisory
clients. For example, Gabelli Funds, LLC is an SEC-registered adviser
to our registered investment companies. GBL, as the parent company,
makes Schedule 13D filings on behalf of GAMCO, Gabelli Funds, LLC and each of
the other advisers and affiliated entities. The beneficial holdings
of each affiliate are separately identified in the Schedule
13D. Because these advisers and others are affiliates of GAMCO, we
have disclosed in the proxy statement the shares of CH Energy beneficially owned
by them. However, these affiliates are separate and distinct legal
entities from GAMCO. Thus, for example, GAMCO is not the beneficial
owner of shares owned on behalf of our registered investment
companies. Those securities are beneficially owned by Gabelli Funds,
LLC, the investment adviser to those registered investment
companies. It is GAMCO, and not these other entities, that has
nominated the slate of directors and that is conducting the proxy
solicitation. None of these other entities will be providing
financing or soliciting proxies. Accordingly, we believe it is
appropriate to conclude that these affiliates of GAMCO are not “Participants”
for purposes of Schedule 14A.
3. Please
see response to Item 2 above. We have added Mario J. Gabelli as a
Participant.
4. GAMCO
will post its proxy materials on a specified, publicly-accessible Internet Web
Site and will so indicate in its proxy statement.
5. We
recognize that we have filed our preliminary proxy within a tight time
frame. We are aware of our obligation to provide a proxy statement to
any shareholders to whom we provide a proxy card. We are not aware of
an obligation to solicit all shareholders. At this time, we do not
intend to solicit all shareholders. We currently anticipate providing
the proxy statement to shareholders via mail, email and in person, and will make
the proxy statement available on an internet website.
6. We
have revised the proxy statement in response to your comments in Item
6.
7. We
have revised the proxy statement in response to your comments in Item
7.
8. We
have revised the proxy statement in response to your comments in Item
8
9. We
have expanded the discussion of the background to the
solicitation. We note that GAMCO has not maintained a chronology or
detailed notes of all communications with CH Energy.
10. We
have indicated where statements made by GAMCO are based on GAMCO’s opinion or
belief. As we state in the proxy statement, we believe our Nominees
will provide a needed change in perspective that will cause the Company to be
more sensitive to the needs of shareholders and more focused on enhancing
shareholder value. We believe these individuals have this
perspective. Therefore, we have not detailed specific actions they
would take because their objective will not be to direct management or
micro-manage the business.
11. We
have revised the proxy statement in response to your comments in Item
11.
12. We
have revised the proxy statement in response to your comments in Item
12.
13.
Please see response to Item 10 above.
14.
Please see response to Item 10 above.
15. We
have revised the proxy statement in response to your comments in Item
15.
16. We
have revised the proxy statement in response to your comments in Item
16.
17. We
have revised the proxy statement in response to your comments in Item
17.
18. We
have revised the proxy statement in response to your comments in Item
18.
19. We
have revised the proxy statement in response to your comments in Item
19.
20. We
have revised the proxy statement in response to your comments in Item
20.
21. We
have revised the proxy statement in response to your comments in Item
21.
Please
contact me if you require additional information.
