Original GBL Prospectus - Gabelli
Original GBL Prospectus - Gabelli Original GBL Prospectus - Gabelli
The following sets forth a simplified organizational chart for the Company after consummation of the Offering: Gabelli Funds, Inc. (“GFI”) Public Shareholders 80.0% economic interest 97.6% voting power 20.0% economic interest 2.4% voting power Gabelli Asset Management Inc. (the “Company”) 100% 100% 100% 76.6%* 40.9%** Gabelli Funds, L.L.C. (“Funds Adviser”) GAMCO Investors, Inc. (“GAMCO”) Gabelli Fixed Income, Inc. Gabelli Securities, Inc. (“GSI”) Gabelli Advisers, Inc. – Gabelli Family of Funds – Separate Accounts – Partnerships 80.1%*** 100% – Gabelli Westwood Family of Funds Gabelli Fixed Income L.L.C. Gabelli & Company, Inc. (“Gabelli & Company”) – The Treasurer’s Funds – Separate Accounts – Brokerage, Research and Mutual Fund Distribution * The 23.4% ownership interest of GSI not held by the Company is owned by the Company's professional staÅ (7.2%) and by unaÇliated stockholders (16.2%). ** The Company owns 51.1% of the Class B common stock of Gabelli Advisers, Inc., which stock represents approximately 49.9% of the total voting power and 40.9% of the economic interest. The remaining 48.9% of the Class B common stock of Gabelli Advisers, Inc. is owned by members of senior management of the Company and by their aÇliates. As a result, the Company eÅectively has voting control of Gabelli Advisers, Inc. All of the Class A common stock of Gabelli Advisers, Inc., representing a 20% economic interest, is owned by Westwood Management Corporation (``Westwood Management''). See ""Certain Relationships and Related Transactions Ì Transactions with Mr. Gabelli and AÇliates.'' Gabelli Advisers, Inc. is the adviser and Westwood Management is the subadviser to Ñve of the six portfolios of the Gabelli Westwood family of funds. *** The 19.9% ownership interest of Gabelli Fixed Income L.L.C. not held by the Company is owned by members of senior management of Gabelli Fixed Income L.L.C. The Company was incorporated in April 1998 under the laws of the state of New York. The Company's principal executive oÇces are located at One Corporate Center, Rye, New York 10580 and the telephone number is (914) 921-3700. 20
USE OF PROCEEDS The net proceeds to be received by the Company from the sale of the shares of Class A Common Stock in the OÅering after deducting underwriting commissions and discounts and the estimated expenses of the OÅering, are expected to be approximately $95.8 million ($110.4 million if the Underwriters' over-allotment option is exercised in full). The Company intends to use the net proceeds from the OÅering for general corporate purposes, including working capital and the expansion of its business through new investment product oÅerings, enhanced distribution and marketing of existing investment products, upgraded management information systems and strategic acquisitions as opportunities arise. At present, the Company has no plans, arrangements or understandings relating to any speciÑc acquisitions or alliances. The Company currently does not intend to use any of the net proceeds from the OÅering to pay debt service on the $50 million payable to Mr. Gabelli under the terms of his Employment Agreement. DIVIDEND POLICY The declaration and payment of dividends by the Company are subject to the discretion of its Board of Directors. The Company currently intends to retain earnings to Ñnance its growth and operations and does not anticipate paying dividends on the Common Stock in the foreseeable future. Any determination as to the payment of dividends, including the level of dividends, will depend on, among other things, general economic and business conditions, the strategic plans of the Company, the Company's Ñnancial results and condition, contractual, legal and regulatory restrictions on the payment of dividends by the Company or its subsidiaries, and such other factors as the Board of Directors of the Company may consider to be relevant. The Company is a holding company, and as such, its ability to pay dividends is subject to the ability of the subsidiaries of the Company to provide cash to the Company. See ""Management's Discussion and Analysis of Financial Condition and Results of Operations Ì Liquidity and Capital Resources.'' 21
- Page 1 and 2: PROSPECTUS 6,000,000 Shares Gabelli
- Page 3 and 4: PROSPECTUS SUMMARY The following su
- 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: THE COMPANY The Company is a holdin
- 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
- Page 55 and 56: Transferability Except as otherwise
- Page 57 and 58: Prior to the OÅering, the Company
- Page 59 and 60: 1997, which loan accrued interest a
- Page 61 and 62: Stock. No shares of Common Stock ar
- Page 63 and 64: Stock''), voting together as a sing
- Page 65 and 66: Under the CertiÑcate of Incorporat
- Page 67 and 68: SHARES ELIGIBLE FOR FUTURE SALE Imm
- Page 69 and 70: The Underwriters propose to oÅer t
The following sets forth a simplified organizational chart for the Company after consummation of the Offering:<br />
<strong>Gabelli</strong> Funds, Inc.<br />
(“GFI”)<br />
Public Shareholders<br />
80.0% economic interest<br />
97.6% voting power<br />
20.0% economic interest<br />
2.4% voting power<br />
<strong>Gabelli</strong> Asset Management Inc.<br />
(the “Company”)<br />
100% 100%<br />
100% 76.6%*<br />
40.9%**<br />
<strong>Gabelli</strong> Funds, L.L.C.<br />
(“Funds Adviser”)<br />
GAMCO Investors, Inc.<br />
(“GAMCO”)<br />
<strong>Gabelli</strong> Fixed Income, Inc.<br />
<strong>Gabelli</strong> Securities, Inc.<br />
(“GSI”)<br />
<strong>Gabelli</strong> Advisers, Inc.<br />
– <strong>Gabelli</strong> Family of Funds<br />
– Separate Accounts<br />
– Partnerships<br />
80.1%*** 100%<br />
– <strong>Gabelli</strong> Westwood<br />
Family of Funds<br />
<strong>Gabelli</strong> Fixed<br />
Income L.L.C.<br />
<strong>Gabelli</strong> &<br />
Company, Inc.<br />
(“<strong>Gabelli</strong> & Company”)<br />
– The Treasurer’s Funds<br />
– Separate Accounts<br />
– Brokerage, Research and<br />
Mutual Fund Distribution<br />
* The 23.4% ownership interest of GSI not held by the Company is owned by the Company's professional staÅ (7.2%) and by<br />
unaÇliated stockholders (16.2%).<br />
** The Company owns 51.1% of the Class B common stock of <strong>Gabelli</strong> Advisers, Inc., which stock represents approximately 49.9% of the<br />
total voting power and 40.9% of the economic interest. The remaining 48.9% of the Class B common stock of <strong>Gabelli</strong> Advisers, Inc. is<br />
owned by members of senior management of the Company and by their aÇliates. As a result, the Company eÅectively has voting<br />
control of <strong>Gabelli</strong> Advisers, Inc. All of the Class A common stock of <strong>Gabelli</strong> Advisers, Inc., representing a 20% economic interest, is<br />
owned by Westwood Management Corporation (``Westwood Management''). See ""Certain Relationships and Related<br />
Transactions Ì Transactions with Mr. <strong>Gabelli</strong> and AÇliates.'' <strong>Gabelli</strong> Advisers, Inc. is the adviser and Westwood Management is<br />
the subadviser to Ñve of the six portfolios of the <strong>Gabelli</strong> Westwood family of funds.<br />
*** The 19.9% ownership interest of <strong>Gabelli</strong> Fixed Income L.L.C. not held by the Company is owned by members of senior management<br />
of <strong>Gabelli</strong> Fixed Income L.L.C.<br />
The Company was incorporated in April 1998 under the laws of the state of New York. The Company's<br />
principal executive oÇces are located at One Corporate Center, Rye, New York 10580 and the telephone<br />
number is (914) 921-3700.<br />
20
Change language