GAMCO Asset Management Inc.
One
Corporate Center
Rye, NY
10580-1435-1422
Tel.
(914) 921-7732
Fax (914) 921-5384
pgoldstein@gabelli.com
April 16, 2009
Perry
Hindin, Esq.
Special
Counsel
Office of
Mergers & Acquisitions
U.S.
Securities and Exchange Commission
100 F.
Street, N.E.
Washington,
D.C. 20549
Re: Myers
Industries, Inc.
Preliminary Proxy Statement on Schedule
14A
Filed on March 30, 2009 by GAMCO Asset
Management Inc.
File No. 001-08524
Dear Mr.
Hindin:
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 four 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
Myers Industries, Inc. (“Myers”), 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 in particular,
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 Myers beneficially owned by them. However, these affiliates
are separate and distinct legal entities from GAMCO. 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
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 Myers.
6. We
have revised the proxy statement in response to your comments in Item
6.
7. 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. GAMCO also notes that nothing contained in
GAMCO’s proxy statement is intended, directly or indirectly, to impugn the
character, integrity, or personal reputation, or make charges of illegal or
immoral conduct, and GAMCO does not believe that it has made any such
statement.
8. Please
see response to Item 7 above.
9. We
have revised the proxy statement in response to your comments in Item
9.
10. We
have revised the proxy statement in response to your comments in Item
10.
11. We
have revised the proxy statement I response to your comments in Item
11.
12. We
have revised the proxy statement I response to your comments in Item
12.
13. We
have revised the proxy statement I response to your comments in Item
13
Please
contact me if you require additional information.
Sincerely,
GAMCO Asset Management
Inc.
/s/ Peter D. Goldstein
By: Peter D.
Goldstein
Director
of Regulatory Affairs
Enclosures