Original GBL Prospectus - Gabelli

More documents

Recommendations

Info

The New York courts have not ruled on the validity or enforceability of provisions similar to the corporate opportunity and conÖicts of interest provisions that are included in the Company's CertiÑcate of Incorporation and could rule that certain liabilities which they purport to eliminate remain in eÅect. Listing The Class A Common Stock has been approved for listing, subject to oÇcial notice of issuance, on the NYSE under the symbol ""GBL.'' Transfer Agent And Registrar The transfer agent and registrar for the Common Stock is State Street Bank and Trust Company. 66
SHARES ELIGIBLE FOR FUTURE SALE Immediately after consummation of the OÅering, the Company will have 6 million shares of Class A Common Stock issued and outstanding (6.9 million shares of Class A Common Stock if the Underwriters' over-allotment option is exercised in full) and 24 million shares of Class B Common Stock issued and outstanding. All of the shares of Class A Common Stock to be sold in the OÅering will be freely tradable without restrictions or further registration under the Securities Act, except that shares purchased by an ""aÇliate'' of the Company (as that term is deÑned in Rule 144 (an ""AÇliate'')) will be subject to the resale limitations of Rule 144. The 24 million shares of Class B Common Stock owned by GFI and two of its subsidiaries are ""restricted securities'' as deÑned in Rule 144 under the Securities Act, and may not be sold in the absence of registration under the Securities Act other than pursuant to Rule 144 under the Securities Act or another exemption from registration under the Securities Act. In general, under Rule 144, as currently in eÅect, (i) a person (or persons whose shares are required to be aggregated) who has beneÑcially owned shares of Common Stock as to which at least one year has elapsed since such shares were sold by the Company or by an AÇliate of the Company in a transaction or chain of transactions not involving a public oÅering (""restricted securities'') or (ii) an AÇliate of the Company who holds shares of Common Stock that are not restricted securities may sell, within any three-month period, a number of such shares that does not exceed the greater of 1% of the Company's class of Common Stock then outstanding or the average weekly trading volume in the class of Common Stock during the four calendar weeks preceding the date on which notice of such sale required under Rule 144 was Ñled. Sales under Rule 144 are also subject to certain provisions relating to the manner and notice of sale and availability of current public information about the Company. AÇliates of the Company must comply with the requirements of Rule 144, including the one-year holding period requirement, to sell shares of Common Stock that are restricted securities. Furthermore, if a period of at least two years has elapsed from the date restricted securities were acquired from the Company or an AÇliate of the Company, a holder of such restricted securities who is not an AÇliate of the Company at the time of the sale and has not been an AÇliate of the Company at any time during the three months prior to such sale would be entitled to sell such shares without regard to the volume limitation and other conditions described above. For a period of 180 days after the date of this Prospectus, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc., on behalf of the Underwriters, (i) the Company, GFI and two of its subsidiaries have agreed with the Underwriters that they will not offer, 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 be sold in the Offering and options granted in the ordinary course of business under the Plan or for shares of Class B Common Stock transferred among GFI and its two subsidiaries and (ii) shareholders of GFI who are also officers and directors of the Company have agreed with the Underwriters that they will not offer, sell or otherwise dispose of any shares of capital stock of GFI or any security convertible into or exchangeable or exercisable for shares of capital stock of GFI, except in transactions between existing shareholders of GFI and through gifts, in each case, to persons who agree to be bound by similar restrictions. See ""Underwriting.'' In addition, GFI and two of its subsidiaries have agreed with the Company that they will not offer, 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). The shares of Class A Common Stock authorized for issuance pursuant to awards that may be granted under the Company's 1999 Stock Award and Incentive Plan may be either authorized but unissued shares or treasury shares obtained by the Company through market or private purchases. See ""Management Ì 1999 Stock Award and Incentive Plan.'' The Company intends to register under the Securities Act the shares of Class A Common Stock issuable upon the exercise of options granted pursuant to the 1999 Stock Award and Incentive Plan. Prior to the OÅering, there has been no public market for Class A Common Stock. Although the Company can make no prediction as to the eÅect, if any, that sales of shares of Class B Common Stock by GFI or two of its subsidiaries would have on the market price of Class A Common Stock prevailing from time to time, sales of substantial amounts of Class A Common Stock or Class B Common Stock, or the perception that such sales could occur, could adversely aÅect prevailing market prices for the Class A Common Stock. See ""Risk Factors Ì Shares Available for Future Sale or Distribution.'' 67
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 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: Under the CertiÑcate of Incorporat
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
show all

Original GBL Prospectus - Gabelli

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?