Original GBL Prospectus - Gabelli

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.''
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