Original GBL Prospectus - Gabelli

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Bros. from 1983 to 1984 and with Ernst & Young from 1979 to 1983. Mr. Zuccaro received a B.S. in Accounting from C.W. Post College and is a CertiÑed Public Accountant. Douglas R. Jamieson has served as Executive Vice President and Chief Operating OÇcer of GAMCO since 1986 and as a director since 1991. Mr. Jamieson was an investment analyst with the Company from 1981 to 1986. Mr. Jamieson received a B.A. from Bucknell University and an M.B.A. from Columbia University Graduate School of Business. Bruce N. Alpert has served as Vice President and Chief Operating OÇcer of Funds Adviser since June 1988 and was appointed Executive Vice President and Chief Operating OÇcer of Funds Adviser on January 1, 1999. Mr. Alpert is an oÇcer of all of the Mutual Funds. Mr. Alpert is also a director of <strong>Gabelli</strong> Advisers, Inc. Prior to June 1988 he worked at the InterCapital Division of Dean Witter from 1986 to 1988 as Vice President and Treasurer of the Mutual Funds sponsored by Dean Witter. From 1983 through 1986 he worked at Smith Barney Harris Upham & Co. as Vice President in the Financial Services Division and as Vice President and Treasurer of Mutual Funds sponsored by Smith Barney. Mr. Alpert also was an Audit Manager and Specialist at Price Waterhouse in the Investment Company Industry Services Group from 1975 through 1983. Mr. Alpert received a B.S. in Management Science and an M.B.A. from Rensselaer Polytechnic Institute and is a CertiÑed Public Accountant. Charles C. Baum joined the Company's Board of Directors in October 1992. Mr. Baum has also served since August 1992 as Chairman and Chief Executive OÇcer of The Morgan Group, Inc., a transportation services company and subsidiary of Lynch Corporation, and as Treasurer of United Holdings Co., Inc. and its predecessors and aÇliates since 1973. United Holdings Co., Inc. was involved in the metal business until 1990 when it shifted focus to concentrate on investments in real estate and securities. Mr. Baum is also a director of United Holdings Co.; Shapiro Robinson & Associates, a Ñrm which represents professional athletes; and Municipal Mortgage and Equity LLC, a company engaged in the business of mortgage Ñnancing. Mr. Baum received an A.B. from Princeton University, an M.B.A. from Harvard Business School and an LLB from Maryland Law School. Richard B. Black originally joined the Company's Board of Directors in November 1982. He currently serves as President and director of Oak Technology, Inc., an international supplier of semiconductors, as well as Chairman and Director of ECRM, Incorporated, an international supplier of electronic imaging devices to the publishing and graphic arts industries. Mr. Black also serves as a director of Benedetto, Gartland & Greene, Inc.; General Scanning, Inc.; Grand Eagle Companies, Inc.; and The Morgan Group, Inc. Mr. Black was Chairman and Chief Executive OÇcer of AM International, Inc. from 1981 to 1982; President and Chief Executive OÇcer of Alusuisse of America (Swiss Aluminum of America) from 1979 to 1981; and Chairman of the Board, President and Chief Executive OÇcer of Maremont Corporation, an automotive parts manufacturer with world-wide distribution, from 1967 to 1979. Mr. Black received a B.S. in Engineering from Texas A&M University and an M.B.A. from Harvard University, and he was awarded an Honorary Doctorate of Humane Letters Degree from Beloit College. Eamon M. Kelly joined the Company's Board of Directors in October 1992. Dr. Kelly is currently serving as a Professor at the Payson Center for International Development and Technology Transfer as well as in other departments at Tulane University, New Orleans. From 1981 through July 1998, he served as President and Chief Executive OÇcer of Tulane University. From 1974 to 1979, Dr. Kelly served in numerous positions, including OÇcer-in-Charge of Program Related Investments at the Ford Foundation, a philanthropic organization with initiatives in community and housing development, communications and public television, resources and environment, higher and public education, the arts and minority enterprises. Dr. Kelly's career includes numerous appointments, most recently, the appointments by President Clinton in 1995 to the National Science Board (the governing board of the National Science Foundation) and in 1994 to the National Security Education Board. Dr. Kelly received a B.S. from Fordham University, and his M.S. and Ph.D. in Economics from Columbia University. Karl Otto P ohl joined the Company's Board of Directors in April 1998. Mr. P ohl is a member of the Shareholder Committee of Sal Oppenheim Jr., & Cie., a private investment bank. Currently Mr. P ohl is a director/trustee of all of the Mutual Funds and serves as a board member of Zurich Versicherungs-Gesellshaft 50
(Insurance), the International Council for J.P. Morgan & Co. and TrizecHahn Corp. Mr. P ohl is a former President of the Deutsche Bundesbank, Germany's Central Bank, and was Chairman of its Central Bank Council from 1980 to 1991. He also served as German Governor of the International Monetary Fund from 1980 to 1991 and as a Board Member to the Bank for International Settlements. Mr. P ohl also served as Chairman to the European Economic Community Central Bank Governors from 1990 to 1991. Mr. P ohl served as a director of Unilever (from 1992 to 1998), Royal Dutch Shell (from 1992 to 1997) and other international companies. He received a ""Dipl. Volkswirt'' from G ottingen University and was awarded with honorary degrees from Georgetown University, London University, University of Tel-Aviv and others. Committees of the Board of Directors The Company has established an Audit Committee comprised solely of independent directors, a Compensation Committee and a Nominating Committee. The Audit Committee, consisting of Richard B. Black and Eamon M. Kelly, will recommend the annual appointment of the Company's auditors, with whom the Audit Committee will review the scope of audit and non-audit assignments and related fees, accounting principles used by the Company in Ñnancial reporting, internal auditing procedures and the adequacy of the Company's internal control procedures. The Compensation Committee, consisting of Richard B. Black and Eamon M. Kelly, will administer the Company's 1999 Stock Award and Incentive Plan and 1999 Annual Performance Incentive Plan and make recommendations to the Board of Directors regarding compensation for the Company's executive oÇcers. The Nominating Committee, consisting of Mario J. <strong>Gabelli</strong> and Karl Otto P ohl, will review the qualiÑcations of potential candidates for the Board of Directors, report its Ñndings to the Board of Directors and propose nominations for Board memberships for approval by the Board of Directors and submission to the shareholders of the Company for approval. Compensation of Directors Directors of the Company who are also employees receive no additional compensation for their services as a director. Non-employee directors do not currently receive fees for their service as directors, although it is anticipated that non-employee directors will receive fees in the future. The Company will reimburse all directors of the Company for travel expenses incurred in attending meetings of the Board of Directors and its committees. See ""Certain Relationships and Related Transactions Ì Transactions with Others.'' Executive Compensation The following table sets forth certain compensation awarded to, earned by or paid to the Company's Chairman of the Board, Chief Executive OÇcer and Chief Investment OÇcer and the four other most highly paid executive oÇcers of the Company who served as executive oÇcers of the Company as of December 31, 1998, for services rendered in all capacities to the Company and its subsidiaries during 1998. 51
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 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: MANAGEMENT Directors and Executive
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
Page 71 and 72: LEGAL MATTERS Certain legal matters
Page 73 and 74: REPORT OF INDEPENDENT AUDITORS The
Page 75 and 76: GABELLI FUNDS, INC. AND SUBSIDIARIE
Page 93 and 94: GABELLI FUNDS, INC. UNAUDITED PRO F

Original GBL Prospectus - Gabelli

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