CUSIP
No. 903441103
|
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
405,000 (Item
5)
|
|
:
8
:
:
:
|
Shared
voting power
None
|
|
:
9
:
:
:
|
Sole
dispositive power
405,000 (Item
5)
|
|
:10
:
:
:
|
Shared
dispositive power
None
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
405,000 (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)
0.77%
|
|
14
|
Type
of reporting person (SEE INSTRUCTIONS)
IA
|
CUSIP
No. 903441103
|
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
2,055,300
(Item 5)
|
|
:
8
:
:
:
|
Shared
voting power
None
|
|
:
9
:
:
:
|
Sole
dispositive power
2,063,300 (Item
5)
|
|
:10
:
:
:
|
Shared
dispositive power
None
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
2,063,300 (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)
3.93%
|
|
14
|
Type
of reporting person (SEE INSTRUCTIONS)
IA,
CO
|
CUSIP
No. 903441103
|
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
MJG
Associates,
Inc.
I.D.
No. 06-1304269
|
|
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
Connecticut
|
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
5,000 (Item
5)
|
|
:
8
:
:
:
|
Shared
voting power
None
|
|
:
9
:
:
:
|
Sole
dispositive power
5,000 (Item
5)
|
|
:10
:
:
:
|
Shared
dispositive power
None
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
5,000 (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. 903441103
|
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
244,330 (Item
5)
|
|
:
8
:
:
:
|
Shared
voting power
None
|
|
:
9
:
:
:
|
Sole
dispositive power
244,330 (Item
5)
|
|
:10
:
:
:
|
Shared
dispositive power
None
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
244,330 (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)
0.47%
|
|
14
|
Type
of reporting person (SEE INSTRUCTIONS)
HC,
CO, IA
|
CUSIP
No. 903441103
|
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)
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
40,000 (Item
5)
|
|
:
8
:
:
:
|
Shared
voting power
None
|
|
:
9
:
:
:
|
Sole
dispositive power
40,000 (Item
5)
|
|
:10
:
:
:
|
Shared
dispositive power
None
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
40,000 (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)
0.08%
|
|
14
|
Type
of reporting person (SEE INSTRUCTIONS)
HC,
CO
|
CUSIP
No. 903441103
|
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)
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
94,000 (Item
5)
|
|
:
8
:
:
:
|
Shared
voting power
None
|
|
:
9
:
:
:
|
Sole
dispositive power
94,000 (Item
5)
|
|
:10
:
:
:
|
Shared
dispositive power
None
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
94,000 (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)
0.18%
|
|
14
|
Type
of reporting person (SEE INSTRUCTIONS)
HC,
CO
|
CUSIP
No.
903441103
|
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
10,000 (Item
5)
|
|
:
8
:
:
:
|
Shared
voting power
None
|
|
:
9
:
:
:
|
Sole
dispositive power
10,000 (Item
5)
|
|
:10
:
:
:
|
Shared
dispositive power
None
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
10,000 (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
|
CUSIP
No. 903441103
|
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)
00
– Private Entities
|
|
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
10,000 (Item
5)
|
|
:
8
:
:
:
|
Shared
voting power
None
|
|
:
9
:
:
:
|
Sole
dispositive power
10,000 (Item
5)
|
|
:10
:
:
:
|
Shared
dispositive power
None
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
10,000 (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)
0.02%
|
|
14
|
Type
of reporting person (SEE INSTRUCTIONS)
IN
|
Item
1.
Security and
Issuer
The
class of equity securities to which
this statement on Schedule 13D relates is the Common Stock of UAP Holding Corp.
(the “Issuer”), a Delaware corporation with principal offices located at 7251 W.
4
th
Street, Greeley, Colorado 80634.
Item
2.
Identity and
Background
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”), 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 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: GGCP,
Inc. formerly known as Gabelli Group Capital Partners, Inc. (“GGCP”),
GAMCO Investors, Inc. formerly known as Gabelli Asset Management Inc. (“GBL”),
Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. formerly known
as GAMCO Investors, Inc. (“GAMCO”), Gabelli Advisers, Inc. (“Gabelli Advisers”),
Gabelli Securities, Inc. (“GSI”), Gabelli & Company, Inc. (“Gabelli &
Company”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc.
(“Foundation”), Mario Gabelli, and LICT. Those of 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, including those named
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
GBL, 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. As a part of its business, GSI may purchase or
sell securities for its own account. It is the immediate parent of
Gabelli & Company. GSI is the general partner or investment manager of a
number of funds or partnerships, including Gabelli Associates Fund, Gabelli
Associates Fund II, Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli
Multimedia Partners, L.P. GSI and Marc Gabelli own 45% and 55%,
respectively, of Gabelli Securities International Limited (“GSIL”). GSIL
provides investment advisory services to offshore funds and
accounts. GSIL is an investment advisor of Gabelli
International Gold Fund Limited, Gabelli European Partners, Ltd., and Gabelli
Global Partners, Ltd.
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.
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 presently provides
discretionary managed account 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 Fund Inc., The Gabelli Small Cap Growth
Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global
Telecommunications Fund, GAMCO Gold Fund, Inc., The Gabelli Global Multimedia
Trust Inc., The GAMCO Global Convertible Securities Fund, Gabelli Capital Asset
Fund, 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 Blue Chip Value Fund, The GAMCO Mathers Fund, The Gabelli
Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Comstock
Strategy Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility
& Income Trust, The Gabelli Global Gold, Natural Resources, & Income
Trust, The Gabelli Global Deal Fund, and The Gabelli Healthcare & Wellness
Rx Trust (collectively, the “Funds”), which are registered investment
companies.
Gabelli
Advisers, a subsidiary of GBL,
is an investment adviser which provides discretionary advisory services to
The
GAMCO Westwood Mighty Mites
sm
Fund,
The GAMCO Westwood Income Fund and The GAMCO Westwood Small Cap
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, Gabelli International II Limited, Gabelli Performance
Partnership, and Gabelli Fund, LDC.
The
Foundation is a private foundation. Mario Gabelli is the President, a
Trustee and the
Investment
Manager 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, reinvesting,
or trading in securities. Mario J. Gabelli is a director, and
substantial shareholder of LICT.
Mario
Gabelli is the majority
stockholder and Chief Executive Officer of GGCP and Chairman and Chief Executive
Officer of GBL. GGCP is the majority shareholder of GBL. GBL, in
turn, is the sole stockholder of GAMCO. GBL is also the majority
stockholder of GSI and the largest shareholder of Gabelli
Advisers. Gabelli & Company is a wholly-owned subsidiary of
GSI.
The
Reporting Persons do not admit that
they constitute a group.
GGCP,
GBL, 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. 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 at 401 Theodore
Fremd Avenue, Rye, New York 10580.
For
information required by instruction
C to Schedule 13D with respect to the executive officers and directors of the
foregoing entities and other related persons (collectively, “Covered Persons”),
reference is made to Schedule I annexed hereto and incorporated herein by
reference.
(f)
-
Reference is made to Schedule I hereto.
Item
3.
Source and Amount
of
Funds or Other Consideration
The
Reporting Persons used an aggregate of approximately $110,027,262 to purchase
the Securities reported as beneficially owned in Item 5. GAMCO and Gabelli
Funds
used approximately $79,265,075 and $15,540,310, 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. GSI used approximately $9,268,800 of client funds to
purchase the Securities reported by it. MJG Associates used
approximately $191,769 of client funds to purchase the Securities reported
by
it. Mario Gabelli used approximately $230,795 of funds of private
entities to purchase the Securities reported by him. GBL used approximately
$3,602,038 of working capital to purchase the Securities reported by it. The
Foundation used approximately $385,750 of working capital to purchase the
Securities reported by it. GGCP used approximately $1,542,725 of working capital
to purchase the Securities reported by it.
Item
4.
Purpose of
Transaction
Each
of the Reporting Persons has
purchased and holds the Securities reported by it for investment for one or
more
accounts over which it has shared, sole, or both investment and/or voting power,
for its own account, or both.
The
Reporting Persons, with the
exception of Interactive, are engaged in the business of securities
analysis and investment and pursue an investment philosophy of identifying
undervalued situations. In pursuing this investment philosophy, the
Reporting Persons analyze the operations, capital structure and markets of
companies in which they invest, including the Issuer, on a continuous basis
through analysis of documentation and discussions with knowledgeable industry
and market observers and with representatives of such companies (often at the
invitation of management). The Reporting Persons do not believe they
possess material inside information concerning the Issuer. As a
result of these analytical activities one or more of the Reporting Persons
may
issue analysts reports, participate in interviews or hold discussions with
third
parties or with management in which the Reporting Person may suggest or take
a
position with respect to potential changes in the operations, management or
capital structure of such companies as a means of enhancing shareholder
values. Such suggestions or positions may relate to one or more of
the transactions specified in clauses (a) through (j) of Item 4 of Schedule
13D
including, without limitation, such matters as disposing of one or more
businesses, selling the company or acquiring another company or business,
changing operating or marketing strategies, adopting or not adopting, certain
types of anti-takeover measures and restructuring the company’s capitalization
or dividend policy.
Each
of the Reporting Persons intends
to adhere to the foregoing investment philosophy with respect to the
Issuer. However, none of the Reporting Persons intends to seek
control of the Issuer or participate in the management of the Issuer, and any
Reporting Person that is registered as an investment company under the 1940
Act
will participate in such a transaction only following receipt of an exemption
from the SEC under Rule 17d-1 under the 1940 Act, if required, and in accordance
with other applicable law. In pursuing this investment philosophy,
each Reporting Person will continuously assess the Issuer’s business, financial
condition, results of operations and prospects, general economic conditions,
the
securities markets in general and those for the Issuer’s securities in
particular, other developments and other investment opportunities, as well
as
the investment objectives and diversification requirements of its shareholders
or clients and its fiduciary duties to such shareholders or
clients. Depending on such assessments, one or more of the Reporting
Persons may acquire additional Securities or may determine to sell or otherwise
dispose of all or some of its holdings of Securities. Although the
Reporting Persons share the same basic investment philosophy and although most
portfolio decisions are made by or under the supervision of Mario Gabelli,
the
investment objectives and diversification requirements of various clients differ
from those of other clients so that one or more Reporting Persons may be
acquiring Securities while others are disposing of Securities.
With
respect to voting of the
Securities, the Reporting Persons have adopted general voting policies relating
to voting on specified issues affecting corporate governance and shareholder
values. Under these policies, the Reporting Persons generally vote
all securities over which they have voting power in favor of cumulative voting,
financially reasonable golden parachutes, one share one vote, management cash
incentives and pre-emptive rights and against greenmail, poison pills,
supermajority voting, blank check preferred stock and super-dilutive stock
options. Exceptions may be made when management otherwise
demonstrates superior sensitivity to the needs of shareholders. In
the event that the aggregate voting position of all joint filers shall exceed
25% of the total voting position of the issuer then the proxy voting committees
of each of the Funds shall vote their Fund’s shares independently.
Each
of the Covered Persons who is not
a Reporting Person has purchased the Securities reported herein as beneficially
owned by him for investment for his own account or that of one or more members
of his immediate family. Each such person may acquire additional
Securities or dispose of some or all of the Securities reported herein with
respect to him.
Other
than as described above, none of
the Reporting Persons and none of the Covered Persons who is not a Reporting
Person has any present plans or proposals which relate to or would result in
any
transaction, change or event specified in clauses (a) through (j) of Item 4
of
Schedule 13D.
Item
5.
Interest In Securities
Of The Issuer
(a)
The
aggregate number of Securities to which this Schedule 13D relates is 2,871,630
shares, representing 5.47% of the approximately 52,457,020 shares outstanding
as
reported by the Issuer in its Form 10-Q for the quarterly period ended November
25, 2007. The Reporting Persons beneficially own those Securities as
follows:
|
Name
|
Shares
of
Common
Stock
|
%
of Class of
Common
|
|
Gabelli
Funds
|
405,000
|
0.77%
|
|
GAMCO
|
2,063,300
|
3.93%
|
|
GSI
|
244,330
|
0.47%
|
|
MJG
Associates
|
5,000
|
0.01%
|
|
Foundation
|
10,000
|
0.02%
|
|
GGCP
|
40,000
|
0.08%
|
|
GBL
|
94,000
|
0.18%
|
|
Mario
Gabelli
|
10,000
|
0.02%
|
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 Gabelli & Company. 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 8,000 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, 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.
(d)
The investment advisory clients of,
or partnerships managed by, GAMCO, Gabelli Funds, Gabelli Advisers and MJG
Associates have the sole right to receive and, subject to the notice, withdrawal
and/or termination provisions of such advisory contracts and partnership
arrangements, the sole power to direct the receipt of dividends from, and the
proceeds of sale of, any of the Securities beneficially owned by such Reporting
Persons on behalf of such clients or partnerships. Except as noted,
no such client or partnership has an interest by virtue of such relationship
that relates to more than 5% of the Securities.
(e)
Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect
to
Securities of the
Issuer
The
powers of disposition and voting of
Gabelli Funds, Gabelli Advisers, GAMCO, GSI and MJG Associates with respect
to
Securities owned beneficially by them on behalf of their investment advisory
clients, and of MJG Associates and GSI with respect to Securities owned
beneficially by them on behalf of the partnerships which they directly or
indirectly manage, are held pursuant to written agreements with such clients,
partnerships and funds.
Item
7.
Material to be Filed
as an Exhibit
The
following Exhibit A is attached
hereto. The following Exhibit B is incorporated by reference to
Exhibit A in the Amendment No. 2 to Schedule 13D of the Reporting Persons with
respect to Lifecore Biomedical, Inc.
|
Exhibit
A:
|
Joint
Filing Agreement
|
|
Exhibit
B:
|
Powers
of Attorney to Peter D. Goldstein, Christopher J. Michailoff, James
E.
McKee and Douglas R. Jamieson from Mario 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:
January 10, 2008
GGCP,
INC.
MARIO
J. GABELLI
MJG
ASSOCIATES, INC.
THE
GABELLI
FOUNDATION, INC.
By:
/s/
James E.
McKee
James
E.
McKee
Attorney-in-Fact
GAMCO
INVESTORS, INC.
GABELLI
FUNDS, LLC
GABELLI SECURITIES, INC.
By:
/s/
James E.
McKee
James
E.
McKee
Secretary
or
Assistant Secretary
GAMCO
ASSET MANAGEMENT
INC.
By:
/s/
Douglas R.
Jamieson
Douglas
R. Jamieson
President
and
Chief Operating Officer
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., 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 of GGCP, Inc., and GAMCO Investors, Inc.;
Director/Trustee of all registered investment companies advised by
Gabelli
Funds, LLC; Chief Executive Officer of LICT Corporation.
|
|
Marc
J. Gabelli
|
Chairman
of LGL Corporation
|
|
Matthew
R. Gabelli
|
Vice
President – Trading
Gabelli
& Company, Inc.
One
Corporate Center
Rye,
New York 10580
|
|
Charles
C. Baum
Douglas
R. Jamieson
|
Secretary
& Treasurer
United
Holdings Co., Inc.
2545
Wilkens Avenue
Baltimore,
MD 21223
See
below
|
|
Joseph
R. Rindler, Jr.
|
Business
Consultant/former Chairman of GAMCO Asset Management
Inc.
|
|
Fredric
V. Salerno
|
Chairman;
Former Vice Chairman and Chief Financial Officer
Verizon
Communications
|
|
Vincent
Capurso
|
Vice
President Taxes, Barnes & Noble, Inc.
|
|
Vincent
S. Tese
|
Former
Director GAMCO Investors, Inc. (see below)
|
|
Officers:
|
|
|
Mario
J. Gabelli
|
Chief
Executive Officer and Chief Investment Officer
|
|
Michael
G. Chieco
|
Chief
Financial Officer, Secretary
|
|
|
|
|
GAMCO
Investors, Inc.
Directors:
|
|
|
Edwin
L. Artzt
Richard
L. Bready
|
Former
Chairman and Chief Executive Officer
Procter
& Gamble Company
900
Adams Crossing
Cincinnati,
OH 45202
Chairman
and Chief Executive Officer
Nortek,
Inc.
50
Kennedy Plaza
Providence,
RI 02903
|
|
Mario
J. Gabelli
John
D. Gabelli
|
See
above
Senior
Vice President
|
|
John
C. Ferrara
|
Business
Consultant
|
|
Eugene
R. McGrath
|
Former
Chairman and Chief Executive Officer
Consolidated
Edison, Inc.
|
|
Karl
Otto Pohl (1)
Robert
S. Prather
Vincent
S. Tese
|
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
Lawyer,
Investment Adviser and Cable Television Executive
c/o
Bear Stearns & Company, Inc.
245
Park Avenue, 19
th
Floor
New
York, NY 10167
|
|
Officers:
|
|
|
Mario
J. Gabelli
|
Chairman
and Chief Executive Officer
|
|
Douglas
R. Jamieson
Henry
G. Van der Eb
Diane
LaPointe
Kieran
Caterina
|
President
and Chief Operating Officer
Senior
Vice President
Acting
Co-Chief Financial Officer
Acting
Co-Chief Financial Officer
|
|
James
E. McKee
|
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
Investment Officer – Value Portfolios
|
|
|
|
|
Douglas
R. Jamieson
John
Piontkowski
Chistopher
J. Michailoff
|
President
Chief
Operating Officer & Chief Financial Officer
General
Counsel and Secretary
|
|
Gabelli
Funds, LLC
Officers:
|
|
|
Mario
J. Gabelli
|
Chief
Investment Officer – Value Portfolios
|
|
Bruce
N. Alpert
|
Executive
Vice President and Chief Operating Officer
|
|
James
E. McKee
|
Secretary
|
|
Gabelli
Advisers, Inc.
Directors:
|
|
|
Bruce
N. Alpert
Douglas
R. Jamieson
|
See
above
See
above
|
|
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
|
|
Douglas
R. Jamieson
|
President
and Chief Operating Officer
|
|
Officers:
|
|
|
Douglas
R. Jamieson
Terrence
Clancy
Christopher
J. Michailoff
Kieran
Caterina
|
See
above
Chief
Operating Officer
Secretary
Chief
Financial Officer
|
|
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
|
|
LICT
Corporation
401
Theodore Fremd Avenue Rye, NY 10580
|
|
|
Directors:
|
|
|
Mario
J. Gabelli
|
See
above - GGCP, Inc.
|
|
Glenn
Angelillo
|
P.O.
Box 128
New
Canaan, CT 06840
|
|
Alfred
W. Fiore
|
The
Ross Companies
1270
Avenue of the Americas
New
York, NY 10020-1703
|
|
Salvatore
Muoio
|
Principal
S.
Muoio & Co., LLC
Suite
406
509
Madison Ave.
New
York, NY 10022
|
|
Gary
L. Sugarman
|
Chief
Executive Officer
Richfield
Associates
400
Andrews Street
Rochester,
NY 14604
|
|
Officers:
|
|
|
Mario
J. Gabelli
|
Chairman
|
|
Robert
E. Dolan
|
Interim
President and Chief Executive Officer,
Chief
Financial Officer
|
|
Thomas
J. Hearity
|
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-UAP HOLDING CORP.
|
|
GABELLI
FOUNDATION
|
|
1/04/08 7,000 38.7093
|
|
12/05/07 3,000 38.2617
|
|
MARIO
GABELLI
|
|
12/13/07 3,000 38.5500
|
|
12/07/07 3,000 38.3817
|
|
12/13/07 4,000 38.4732
|
|
GABELLI
SECURITIES, INC.
|
|
12/13/07 2,000 38.4719
|
|
12/10/07 3,000 38.3050
|
|
12/05/07 1,000 38.2350
|
|
12/04/07 6,000 38.2683
|
|
ALCE
PARTNERS
|
|
12/13/07 2,000 38.4719
|
|
GABELLI
ASSOCIATES LTD
|
|
1/09/08 1,000- 38.8561
|
|
1/08/08 5,500- 38.7319
|
|
12/12/07 1,000 38.2800
|
|
12/11/07 1,000 38.2444
|
|
12/10/07 14,000 38.2893
|
|
12/07/07 12,500 38.3113
|
|
12/06/07 1,000 38.2650
|
|
12/05/07 19,500 38.2333
|
|
12/04/07 21,000 38.2600
|
|
12/03/07 34,000 38.2826
|
|
GABELLI
ASSOCIATES FUND II
|
|
1/09/08 500- 38.8561
|
|
1/08/08 1,500- 38.7319
|
|
1/03/08 2,100- 38.6444
|
|
12/11/07 600 38.2444
|
|
12/10/07 1,500 38.2893
|
|
12/07/07 1,500 38.3113
|
|
12/05/07 2,000 38.2333
|
|
12/04/07 2,500 38.2600
|
|
12/03/07 4,000 38.2826
|
|
GABELLI
ASSOCIATES FUND
|
|
1/09/08 400- 38.8561
|
|
1/08/08 2,500- 38.7319
|
|
12/12/07 1,000 38.2800
|
|
12/10/07 18,500 38.2893
|
|
12/07/07 15,000 38.3113
|
|
12/06/07 600 38.2650
|
|
12/05/07 24,630 38.2333
|
|
12/04/07 25,500 38.2600
|
|
12/03/07 42,500 38.2826
|
|
MJG
ASSOCIATES, INC.
|
|
|
|
|
|
|
GABELLI
INTERNATIONAL II LTD
|
|
12/11/07 5,000 38.3537
|
|
GAMCO
INVESTORS, INC.
|
|
12/10/07 5,000 38.3100
|
|
12/05/07 9,000 38.2267
|
|
12/04/07 15,000 38.2733
|
|
12/03/07 5,000 38.3000
|
|
12/27/07 20,000 38.5858
|
|
12/04/07 40,000 38.2283
|
|
GAMCO
ASSET MANAGEMENT INC.
|
|
1/09/08 500- 38.8561
|
|
1/09/08 15,000 38.7443
|
|
1/08/08 500- 38.7319
|
|
1/07/08 50,000 38.7466
|
|
1/07/08 1,000 38.7150
|
|
1/04/08 36,323 38.6538
|
|
1/04/08 25,000 38.6546
|
|
1/04/08 15,000 38.6563
|
|
1/03/08 5,000 38.6630
|
|
1/02/08 78,677 38.6142
|
|
12/31/07 25,000 38.6926
|
|
12/26/07 15,000 38.6172
|
|
12/26/07 20,000 38.6194
|
|
12/26/07 49,000 38.6250
|
|
12/24/07 1,000- 38.6694
|
|
12/24/07 1,500- 38.6255
|
|
12/24/07 1,000 38.6030
|
|
12/24/07 113,800 38.6656
|
|
12/24/07 10,000- 38.6623
|
|
12/21/07 5,000 38.6213
|
|
12/21/07 10,000 38.6148
|
|
12/21/07 15,000 38.6126
|
|
12/20/07 30,000 38.5218
|
|
12/20/07 20,000 38.5229
|
|
12/20/07 4,000 38.5358
|
|
12/20/07 7,000 38.5543
|
|
12/20/07 5,000 38.5326
|
|
12/20/07 15,000 38.5239
|
|
12/19/07 700 38.6032
|
|
12/19/07 8,000 38.5428
|
|
12/19/07 86,200 38.5050
|
|
12/19/07 7,000 38.5196
|
|
12/19/07 2,500 38.5199
|
|
12/19/07 10,000 38.5168
|
|
12/19/07 1,000 38.5100
|
|
12/19/07 2,000 38.5753
|
|
12/19/07 40,000 38.5119
|
|
12/19/07 7,500 38.5500
|
|
12/18/07 2,000 38.5325
|
|
12/18/07 5,000 38.5130
|
|
12/18/07 15,000 38.5043
|
|
12/17/07 4,000 38.5339
|
|
12/17/07 1,000 38.4900
|
|
12/17/07 15,000 38.5057
|
|
12/17/07 10,000 38.5079
|
|
12/17/07 1,000 38.5664
|
|
12/17/07 6,000 38.5231
|
|
12/17/07 1,300 38.5514
|
|
12/17/07 9,406 38.5083
|
|
12/17/07 13,400 38.5111
|
|
12/14/07 1,400 38.6165
|
|
12/14/07 6,600 38.5433
|
|
12/14/07 4,000 38.5561
|
|
12/14/07 2,176 38.5535
|
|
12/14/07 35,000 38.5155
|
|
12/14/07 1,500 38.5669
|
|
12/14/07 3,000 38.5886
|
|
12/14/07 4,694 38.5374
|
|
12/13/07 4,500 38.4952
|
|
12/13/07 5,824 38.4631
|
|
12/13/07 3,500 38.4705
|
|
12/13/07 2,500 38.5664
|
|
12/13/07 50,000 38.5502
|
|
12/12/07 10,000 38.3160
|
|
12/12/07 10,900 38.3090
|
|
12/12/07 3,000 38.3247
|
|
12/12/07 6,000 38.3355
|
|
12/11/07 1,200 38.2600
|
|
12/11/07 6,000 38.2900
|
|
12/11/07 4,000 38.2738
|
|
12/11/07 2,000 38.3225
|
|
12/11/07 20,000 38.2608
|
|
12/11/07 2,000 38.3300
|
|
12/10/07 1,000 38.3050
|
|
12/10/07 10,000 38.3065
|
|
12/10/07 1,000 38.2893
|
|
12/07/07 1,000 38.4000
|
|
12/07/07 1,000 38.3113
|
|
12/07/07 3,000 38.4085
|
|
12/07/07 10,000 38.3977
|
|
12/07/07 2,000 38.3900
|
|
12/07/07 3,000 38.3869
|
|
12/07/07 5,000 38.3782
|
|
12/07/07 1,000 38.4302
|
|
12/06/07 100,000 38.2600
|
|
12/06/07 25,000 38.2840
|
|
12/05/07 15,000 38.2480
|
|
12/05/07 7,500 38.2437
|
|
12/05/07 7,000 38.2443
|
|
12/05/07 6,000 38.2458
|
|
12/05/07 20,000 38.2415
|
|
12/05/07 8,000 38.2513
|
|
12/05/07 6,000 38.2567
|
|
12/05/07 8,000 38.2675
|
|
12/05/07 1,500 38.2783
|
|
12/05/07 8,000 38.2800
|
|
12/05/07 9,000 38.2422
|
|
12/05/07 15,000 38.2393
|
|
12/05/07 17,000 38.2388
|
|
12/05/07 1,200 38.2383
|
|
12/05/07 62,000 38.2360
|
|
12/05/07 1,500 38.2333
|
|
12/05/07 2,000 38.3000
|
|
12/04/07 58,000 38.2683
|
|
12/04/07 17,500 38.2709
|
|
12/04/07 1,000 38.2550
|
|
12/04/07 12,000 38.2834
|
|
12/04/07 1,000 38.2600
|
|
12/04/07 158,000 38.2676
|
|
12/04/07 20,000 38.3300
|
|
12/04/07 6,000 38.2780
|
|
12/04/07 32,000 38.2753
|
|
12/04/07 8,500 38.2748
|
|
12/04/07 12,000 38.2726
|
|
12/04/07 15,000 38.2715
|
|
12/04/07 16,000 38.2713
|
|
12/04/07 17,000 38.2710
|
|
12/04/07 3,000 38.2889
|
|
12/04/07 24,000 38.2699
|
|
12/04/07 80,000 38.2688
|
|
12/03/07 100,000 38.3002
|
|
12/03/07 3,000 38.3300
|
|
12/03/07 1,000 38.3300
|
|
12/03/07 2,000 38.2826
|
|
12/03/07 20,000 38.2855
|
|
12/03/07 4,000 38.3440
|
|
12/03/07 8,000 38.2871
|
|
12/03/07 7,000 38.2883
|
|
12/03/07 25,500 38.3223
|
|
12/03/07 1,000 38.3200
|
|
12/03/07 500 38.4090
|
|
12/03/07 4,000 38.3115
|
|
12/03/07 1,500 38.2900
|
|
12/03/07 1,000 38.2900
|
|
12/03/07 5,000 38.2920
|
|
12/03/07 5,000 38.3050
|
|
12/03/07 21,000 38.3007
|
|
12/03/07 30,000 38.3002
|
|
GGCP,
INC.
|
|
12/27/07 30,000 38.6022
|
|
12/13/07 10,000 38.4659
|
|
GABELLI
FUNDS, LLC.
|
|
THE
GABELLI GLOBAL DEAL FUND
|
|
12/11/07 50,000 38.2850
|
|
12/05/07 50,000 38.2550
|
|
12/04/07 60,000 38.2974
|
|
12/03/07 90,000 38.3002
|
|
GABELLI
CAPITAL ASSET FUND
|
|
12/14/07 5,000 38.5150
|
|
GABELLI
ABC FUND
|
|
12/31/07 50,000 38.6850
|
|
12/20/07 30,000 38.5550
|
|
12/19/07 20,000 38.5150
|
|
12/11/07 30,000 38.2899
|
|
12/04/07 10,000 38.2974
|
|
12/03/07 10,000 38.3002
|
|
|
|
|
|
|
|
|
|
|
|
(1)
UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE
EFFECTED
|
|
ON
THE NASDAQ STOCK MARKET.
|
|
|
|
|
|
|
|
|
|
|
|
(2)
PRICE EXCLUDES COMMISSION.
|
Exhibit
A
JOINT
FILING
AGREEMENT
In
accordance with Rule 13d-1(f) under
the securities Exchange Act of 1934, as amended, the undersigned hereby agree
to
the joint filing with all other Reporting Entities (as such term is defined
in
the Schedule 13D referred to below) on behalf of each of them of a statement
on
Schedule 13D (including amendments thereto) with respect to the Common Stock
of
UAP Holding Corp., and that this Agreement be included as an Exhibit to such
joint filing. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement this January
10,
2008.
|
|
MARIO
J. GABELLI
GGCP,
INC.
MJG
ASSOCIATES, INC.
GABELLI
FOUNDATION, INC.
LICT
CORPORATION
By:
/s/
James E. McKee
James
E. McKee
Attorney-in-Fact
|
|
|
GAMCO
INVESTORS, INC.
GABELLI
FUNDS, LLC
GABELLI
SECURITIES, INC.
GABELLI
& COMPANY, INC.
By:
/s/ James E.
McKee
__________________________
James
E. McKee
Secretary
or Assistant Secretary
|
|
|
GAMCO
ASSET MANAGEMENT INC.
By:
/s/
Douglas R.
Jamieson
Douglas
R. Jamieson
President
|
|
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