Original GBL Prospectus - Gabelli

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CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSAC- TIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON STOCK OF THE COMPANY. SUCH TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF THE CLASS A COMMON STOCK OF THE COMPANY TO COVER SYNDI- CATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE ""UNDERWRITING.'' 2
PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements (including notes) appearing elsewhere in this Prospectus. The Company was formed in connection with a reorganization of Gabelli Funds, Inc. (""GFI''), whereby prior to the Offering, the Company issued 24 million shares of its Class B Common Stock, representing all of its then issued and outstanding shares of Common Stock, to GFI and two of GFI's subsidiaries for substantially all of the operating assets and liabilities of GFI relating to its institutional and retail asset management, mutual fund advisory, underwriting and brokerage business. Following the Offering, GFI will be renamed ""Gabelli Group Capital Partners, Inc.'' Unless otherwise indicated, the information (other than historical financial information) contained in this Prospectus (i) gives effect to the Formation Transactions described under ""Certain Relationships and Related Transactions Ì The Formation Transactions,'' which will have been consummated prior to or concurrently with the Offering, and (ii) assumes no exercise of the Underwriters' over-allotment option. Unless the context otherwise requires, (i) the ""Company'' means Gabelli Asset Management Inc., its predecessors and its consolidated subsidiaries and (ii) ""GFI'' means Gabelli Funds, Inc. (which will be renamed ""Gabelli Group Capital Partners, Inc.'' after the Offering) and its consolidated subsidiaries. The Company The Company is a widely recognized provider of investment advisory and brokerage services to mutual fund, institutional and high net worth investors, primarily in the United States. The Company generally manages assets on a discretionary basis and invests in a variety of U.S. and international securities through various investment styles. The Company's revenues are largely based on the level of assets under management in its business, rather than its total assets, as well as the level of fees associated with its various investment products. At September 30, 1998, the Company had total assets under management of approximately $13.9 billion. On a pro forma basis after giving eÅect to the Formation Transactions, for the nine months ended September 30, 1998, the Company had total revenues of approximately $102.3 million and net income of approximately $21.7 million. On a pro forma basis after giving eÅect to the Formation Transactions, at September 30, 1998, the Company had total assets of approximately $111.5 million. At December 31, 1998, the Company had approximately $16.3 billion of assets under management, 88% of which were invested in equity securities. The Company's assets under management are organized principally in three groups: Mutual Funds, Separate Accounts and Partnerships. ‚ Mutual Funds: At December 31, 1998, the Company had $8.2 billion of assets under management in open-end mutual funds and closed-end funds, representing approximately 50% of the Company's total assets under management. The Company currently provides advisory services to (i) the Gabelli family of funds, which consists of 14 open-end mutual funds and three closed-end funds; (ii) The Treasurer's Fund, consisting of three open-end money market funds (the ""Treasurer's Funds''); and (iii) the Gabelli Westwood family of funds, consisting of six open-end mutual funds, Ñve of which are managed on a day-today basis by an unaÇliated subadviser (collectively, the ""Mutual Funds''). The Mutual Funds have a longterm record of achieving high returns, relative to similar investment products. At December 31, 1998, approximately 99% of the assets under management in the open-end Mutual Funds having an overall rating from Morningstar, Inc. (""Morningstar'') were in open-end Mutual Funds ranked ""three stars'' or better, with 36% of such assets in open-end Mutual Funds ranked ""Ñve stars'' and 38% of such assets in open-end Mutual Funds ranked ""four stars'' on an overall basis (i.e., based on three-, Ñve- and ten-year risk adjusted average returns). The Gabelli family of funds was honored as the top performing mutual fund family by Mutual Funds Magazine for 1997. ‚ Separate Accounts: At December 31, 1998, the Company had $8.0 billion of assets in approximately 975 separate accounts, representing approximately 49% of the Company's total assets under management. The Company currently provides advisory services to a broad range of investors, including corporate pension and proÑt sharing plans, foundations, endowments, jointly trusteed plans, municipalities, and high net worth individuals, and also serves as subadviser to certain other third-party investment funds (collectively, the ""Separate Accounts''). At December 31, 1998, high net worth accounts (accounts of individuals and related parties in general having a minimum account balance of $1 million) comprised approximately 79% 3
Page 1: PROSPECTUS 6,000,000 Shares Gabelli
Page 5 and 6: The Company's subsidiary, Gabelli &
Page 7 and 8: ‚ Increasing Marketing for Instit
Page 9 and 10: Summary Historical and Pro Forma Fi
Page 11 and 12: Nine Months Year Ended Ended Decemb
Page 13 and 14: ecause the Company did not pursue t
Page 15 and 16: Competition and Competitors with Gr
Page 17 and 18: additional Class B Common Stock cou
Page 19 and 20: THE COMPANY The Company is a holdin
Page 21 and 22: USE OF PROCEEDS The net proceeds to
Page 23 and 24: CAPITALIZATION The following table
Page 25 and 26: Gabelli Funds, Inc. and Subsidiarie
Page 27 and 28: MANAGEMENT'S DISCUSSION AND ANALYSI
Page 29 and 30: Commission revenues for the nine mo
Page 31 and 32: As a result of increased agency tra
Page 33 and 34: functions, such as pricing its secu
Page 35 and 36: As of December 31, 1998, the Compan
Page 37 and 38: ‚ Widely Recognized ""Gabelli'' B
Page 39 and 40: The following table lists the Mutua
Page 41 and 42: Fund Net Assets as of (Morningstar
Page 43 and 44: Fund Net Assets as of (Morningstar
Page 45 and 46: assigned to a speciÑc client from
Page 47 and 48: StaÅ At December 31, 1998, the Com
Page 49 and 50: MANAGEMENT Directors and Executive
Page 51 and 52: (Insurance), the International Coun
Page 53 and 54:
accepted accounting principles (bef
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Transferability Except as otherwise
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Prior to the OÅering, the Company
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1997, which loan accrued interest a
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Stock. No shares of Common Stock ar
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Stock''), voting together as a sing
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Under the CertiÑcate of Incorporat
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SHARES ELIGIBLE FOR FUTURE SALE Imm
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The Underwriters propose to oÅer t
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LEGAL MATTERS Certain legal matters
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REPORT OF INDEPENDENT AUDITORS The
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GABELLI FUNDS, INC. AND SUBSIDIARIE
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GABELLI FUNDS, INC. UNAUDITED PRO F
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Original GBL Prospectus - Gabelli

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