Original GBL Prospectus - Gabelli

additional Class B Common Stock could adversely aÅect the value of the Class A Common Stock to the
extent that investors, or any potential future purchaser of the Company, view the superior voting rights of the
Class B Common Stock to have value.
Absence of a Prior Public Market; Volatility of Price; No Assurance that an Active Trading Market Will
Develop or Be Sustained
Prior to the OÅering, there has been no public market for the Class A Common Stock and there can be
no assurance that an active trading market will develop or be sustained. The initial public oÅering price of the
Class A Common Stock was determined through negotiation among the Company and the Underwriters
(other than Gabelli & Company) and may not be indicative of the market price for the Class A Common
Stock after the OÅering. See ""Underwriting.'' The market price for the Class A Common Stock may be
highly volatile. The Company believes that factors such as announcements by the Company, or by its
competitors, of quarterly variances in Ñnancial results could cause the market price of the Class A Common
Stock to Öuctuate substantially. In addition, the stock market may experience extreme price and volume
Öuctuations, which often are unrelated to the operating performance of speciÑc companies. Market
Öuctuations or perceptions regarding the Company's industry, as well as general economic or political
conditions, may adversely aÅect the market price of the Class A Common Stock.
No SpeciÑc Use of Proceeds
The Company has not designated any speciÑc use for the net proceeds from the sale by the Company of
Class A Common Stock oÅered hereby. The Company intends to use the net proceeds primarily for general
corporate purposes, including working capital and the expansion of its business through new investment
product oÅerings, enhanced distribution, upgraded management information systems and strategic acquisitions
as opportunities arise. Accordingly, management will have signiÑcant Öexibility in applying the net proceeds of
the OÅering. At present, the Company has no plans, agreements or understandings relating to any speciÑc
acquisitions or alliances. Although part of the Company's business strategy is to pursue acquisitions and
alliances that will broaden its product oÅerings and add new sources of distribution, there can be no assurance
that the Company will Ñnd strategic acquisition opportunities at favorable prices, that the Company will have
suÇcient capital resources to Ñnance its acquisition strategy, or that any such acquisitions, if consummated,
will be successfully integrated with the Company's business operations. See ""Use of Proceeds.''
Immediate and Substantial Dilution
Purchasers of Class A Common Stock in the OÅering will experience immediate dilution in net tangible
book value of $13.87 per share, based on the initial public oÅering price of $17.50 per share. To the extent that
any options to be granted with respect to Class A Common Stock are exercised after the vesting period
expires, purchasers of Class A Common Stock will experience additional dilution. See ""Dilution'' and
""Management Ì 1999 Stock Award and Incentive Plan.''
Shares Available for Future Sale or Distribution
Immediately after consummation of the OÅering, the Company will have outstanding 6,000,000 shares of
Class A Common Stock and 24,000,000 shares of Class B Common Stock. Subject to the restrictions
described under ""Shares Eligible for Future Sale'' and applicable law and the lock-up agreement with GFI
and two of its subsidiaries described below, GFI or such subsidiaries could sell any or all of the shares of
Class B Common Stock owned by them from time to time for any reason. See ""Shares Eligible for Future
Sale.'' GFI and two of its subsidiaries have agreed with the Company that they will not oÅer, sell or otherwise
dispose of any shares of Class B Common Stock for a period of three years after the date of this Prospectus
without the prior written consent of the Company (except for transfers among GFI and its two subsidiaries).
In addition, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Salomon Smith Barney Inc., on behalf of the Underwriters, for a period of 180 days after the date of this
Prospectus (i) the Company, GFI and two of its subsidiaries have agreed with the Underwriters that they will
not oÅer, sell or otherwise dispose of any shares of Common Stock or any security convertible into or
exchangeable or exercisable for shares of Common Stock, except for the shares of Class A Common Stock to
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