Original GBL Prospectus - Gabelli

The Underwriters propose to oÅer the shares of Class A Common Stock in part directly to the public at
the initial public oÅering price set forth on the cover page of this Prospectus and in part to certain securities
dealers at such price less a concession of $.73 per share. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $.10 per share to certain brokers and dealers. After the initial oÅering of
the shares to the public, the public oÅering price and such concessions may from time to time be varied by the
Representatives. Under the terms and conditions of the Purchase Agreement, the Underwriters are committed
to take and pay for all of the shares oÅered hereby, if any are taken.
The Company has granted the Underwriters an option, exercisable for 30 days after the date of this
Prospectus, to purchase up to 900,000 additional shares of Class A Common Stock at the price to the public
set forth on the cover page of this Prospectus minus the underwriting discounts and commissions. The
Underwriters may exercise such option solely for the purpose of covering over-allotments, if any, in connection
with the oÅering of the shares oÅered hereby. To the extent such option is exercised, each Underwriter will be
obligated, subject to certain conditions, to purchase approximately the same percentage of such additional
shares as the number of shares set forth opposite each Underwriter's name in the preceding table bears to the
total number of shares listed in such table.
For a period of 180 days after the date of this Prospectus, without the prior written consent of Merrill
Lynch and Salomon Smith Barney, (i) the Company, GFI and two of GFI's subsidiaries have agreed that
they will not oÅer, sell, contract to sell or otherwise dispose of any Common Stock or any securities of the
Company which are convertible into or exchangeable or exercisable for Common Stock or any such other
securities, except for the shares of Class A Common Stock to be sold in the OÅering 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 oÇcers and directors of the Company have
agreed with the Underwriters that they will not oÅer, 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.
In connection with the OÅering, the Underwriters may purchase and sell the Class A Common Stock in
the open market. These transactions may include over-allotment and stabilizing transactions and purchases to
cover syndicate short positions created in connection with the OÅering. Stabilizing transactions consist of
certain bids or purchases for the purpose of preventing or retarding a decline in the market price of the Class A
Common Stock; and syndicate short positions involve the sale by the Underwriters of a greater number of
shares of Class A Common Stock than they are required to purchase from the Company in the OÅering. The
Underwriters also may impose a penalty bid, whereby selling concessions allowed to syndicate members or
other broker-dealers in respect of the Class A Common Stock sold in the OÅering for their account may be
reclaimed by the syndicate if such Class A Common Stock is repurchased by the syndicate in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise aÅect the market price of the
Class A Common Stock, which may be higher than the price that might otherwise prevail in the open market,
and these activities, if commenced, may be discontinued at any time. These transactions may be eÅected on
the NYSE, in the over-the-counter market or otherwise.
Gabelli & Company, one of the Underwriters, is an indirect 76.6%-owned subsidiary of the Company.
The OÅering is therefore being conducted in accordance with the applicable provisions of Rule 2720 to the
Conduct Rules of the National Association of Securities Dealers, Inc. Rule 2720 requires that the initial
public oÅering price of the Class A Common Stock not be higher than that recommended by a ""qualiÑed
independent underwriter'' meeting certain standards. Accordingly, Merrill Lynch is assuming the responsibilities
of acting as the qualiÑed independent underwriter in pricing the OÅering and conducting due diligence. In
connection with the OÅering, Merrill Lynch in its role as qualiÑed independent underwriter has performed due
diligence investigations and reviewed and participated in the preparation of this Prospectus and the
Registration Statement of which this Prospectus forms a part. The initial public oÅering price of the Class A
Common Stock set forth on the cover page of this Prospectus is no higher than the price recommended by
Merrill Lynch.
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