GAMCO Asset Management Inc.
One Corporate Center
Rye, NY 10580-1435-1422
Tel. (914) 921-7732
Fax (914) 921-5384
April 16, 2009
Lilyanna Peyser, Esq.
Office of Mergers & Acquisitions
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: CH Energy Group, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed on March 30, 2009 by GAMCO Asset Management Inc.
File No. 333-52797
Dear Ms. Peyser:
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.
GAMCO Asset Management Inc.
/s/ Peter D. Goldstein
By: Peter D. GoldsteinDirector of Regulatory Affairs