Original GBL Prospectus - Gabelli

The Company will not derive any income from activities outside of the Company by Mr. Gabelli,
members of his immediate family who are oÇcers and directors of the Company and entities controlled by
such persons, and the Company may not be able to take advantage of business and investment opportunities
that could later prove to be beneÑcial to the Company and the shareholders. Where a conÖict of interest
involves a transaction between Mr. Gabelli, members of his immediate family who are oÇcers and directors of
the Company or entities controlled by such persons and the Company, there can be no assurance that the
Company would not receive more favorable terms if it were dealing with an unaÇliated party although the
Company will seek to achieve market-based terms in all such transactions. See ""Risk Factors Ì Control by
Mr. Gabelli; ConÖicts of Interest'' and ""Description of Capital Stock Ì CertiÑcate of Incorporation and
Bylaw Provisions Ì Overview of Corporate Opportunity and ConÖict of Interest Policies.''
Among the existing activities outside of the Company (including the Permissible Accounts) in which
Mr. Gabelli is engaged, Mr. Gabelli will continue to serve as Chairman of the Board, Chief Executive OÇcer
and Chief Investment OÇcer of GFI, and as President and Chief Investment OÇcer of MJG Associates, Inc.
(""MJG Associates''), which is wholly owned by Mr. Gabelli and which acts as investment manager for
Gabelli Performance Partnership L.P. (a domestic hedge fund), Gabelli International Limited (an oÅshore
investment company), Gabelli International II Limited (an oÅshore investment company), Gabelli Fund,
LDC (an oÅshore limited duration company) and an account for an unaÇliated hedge fund. At September
30, 1998, such entities had assets under management of approximately $110 million from unaÇliated third
parties. Mr. Gabelli will also continue to serve as managing member of Rivgam LMDS, LLC (a wireless
communications company). Mr. Gabelli will also continue to serve as the general partner of MJG IV Limited
Partnership (a family-controlled investment partnership), and as President and a trustee of the Gabelli
Foundation, Inc. (an accredited charitable foundation). Mr. Gabelli also expects to continue to serve as
Chairman and Chief Executive OÇcer of Lynch Corporation (a public company engaged in multimedia,
specialized transportation and manufacturing businesses), a director of East/West Communications, Inc. (a
public company holding personal communications services licenses) and a Governor of the American Stock
Exchange.
Historically, the Company has been required to pay Mr. Gabelli as part of his total compensation a
management fee equal to 20% of the pre-tax proÑts of each of the Company's operating units before
consideration of this management fee. This fee approximated $9,423,000, $10,192,000, $10,580,000 and
$12,245,877 for the years ended December 31, 1995, 1996, 1997 and 1998, respectively.
The Company has entered into an agreement with Mr. Gabelli which provides that Mr. Gabelli will
assign and transfer to the Company, eÅective as of the OÅering, any and all right, title and interest he has in
the ``Gabelli'' name as a trademark, service mark or corporate or trade name for use in connection with
investment management services, mutual funds and securities brokerage services. However, under the
agreement, Mr. Gabelli will retain any and all right, title and interest he has or may have in the ``Gabelli''
name for use in connection with (i) charitable foundations controlled by Mr. Gabelli or members of his family
or (ii) entities engaged in private investment activities for Mr. Gabelli or members of his family. In addition,
the funds managed by Mr. Gabelli outside the Company have entered into a license agreement with the
Company, eÅective as of the OÅering, permitting them to continue limited use of the ``Gabelli'' name under
speciÑed circumstances.
The Company and GAMCO made contributions to the Gabelli Foundation, Inc. of approximately $1.0
million and $1.6 million in 1997 and 1996, respectively.
As of December 5, 1997, the Company entered into a master lease agreement with M 4 E, LLC, which is
owned by the children of Mr. Gabelli, for a 60,000 square foot building, of which approximately 35,000 square
feet are currently subleased to other tenants. The master lease for the building and property, which is located
at 401 Theodore Fremd Avenue, Rye, New York 10580, expires on April 30, 2013. From December 5, 1997
through December 31, 2002, the Company has agreed to pay rent equal to $720,000 per year. From January 1,
2003 through December 31, 2003, the rent will increase to $756,000 per year. From January 1, 2004 through
April 30, 2013, the rent will be a minimum of $756,000, adjusted for inÖation. The Company is responsible
under the lease agreement for all operating expenses, costs of electricity and other utilities and taxes. In
connection with the purchase of this building, the Company loaned M 4 E, LLC $3.6 million in December
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