Original GBL Prospectus - Gabelli

THE COMPANY
The Company is a holding company that was newly formed in connection with the OÅering and,
accordingly, has not previously engaged in any business operations, acquired any assets or incurred any
liabilities other than in connection with the OÅering. Prior to the closing of the OÅering, 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 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 OÅering, GFI will be renamed ""Gabelli Group Capital Partners, Inc.'' As a result, GFI, which
is approximately two-thirds owned by Mr. Gabelli with the balance owned by the Company's professional staÅ
and other individuals, will own all of the outstanding common stock of the Company prior to the
consummation of the OÅering. At such time, one of GFI's most signiÑcant assets will be its investment in the
Company.
Immediately following the OÅering, the Company will conduct its business operations through its
subsidiaries. After the consummation of the OÅering, GFI will own all of the outstanding shares of Class B
Common Stock, which will represent approximately 97.6% of the combined voting power of the outstanding
Common Stock (97.2% if the Underwriters' over-allotment option is exercised in full). The Company will
continue to be controlled by Mr. Gabelli. As part of the Formation Transactions, the Company entered into an
Employment Agreement with Mr. Gabelli and a Management Services Agreement with GFI. See
""Management Ì Employment Agreements'' and ""Certain Relationships and Related Transactions Ì The
Formation Transactions.''
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