8-A12B 1 s591047.txt FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Gabelli Asset Management Inc. (Exact Name of Registrant as Specified in Its Charter) New York 13-4007862 (State of Incorporation or Organization) (I.R.S. Employer Identification no.) One Corporate Center Rye, New York 10580 (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section 12(b) of the Section 12(g) of the Exchange Act and is effective Exchange Act and is effective upon filing pursuant to upon filing pursuant to General Instruction A.(c), please General Instruction A.(d), please check the following box. [x] check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-74676 Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Income PRIDES New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered The description of the Registrant's Income PRIDES (the "Income PRIDES") to be registered hereunder is incorporated herein by reference to the description included under the captions "Description of the FELINE PRIDES," "Description of the Purchase Contracts," "Certain Provisions of the Purchase Contract Agreement and the Pledge Agreement" and "Description of the Notes" in the Prospectus Supplement, dated January 31, 2002, to the Prospectus dated December 28, 2001, included as part of the Registration State ment on Form S-3, of the Registrant, GBL Trust I and GBL Trust II (File No. 333-74676) (as the same may be amended from time to time, the "Registration Statement"). For purposes of such description, any prospectus supplement relating to the Registration Statement filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which purports to describe the Income PRIDES shall be deemed to be incorporated herein by reference. Item 2. Exhibits The following exhibits to this Registration Statement have been filed as exhibits to the Registration Statement and are hereby incorporated herein by reference. Exhibit Number Description of Exhibit ------ ---------------------- 1. Registration Statement on Form S-3 (Registration No. 333-74676) filed with the Securities and Exchange Commission on December 6, 2001 by Gabelli Asset Management Inc., GBL Trust I and GBL Trust II. 2. Indenture between Gabelli Asset Management Inc. and The Bank of New York, as trustee, used in connection with the issuance of the Notes which are a component of the Income PRIDES.* 3. First Supplemental Indenture between Gabelli Asset Management Inc. and The Bank of New York, as trustee, used in connection with the issuance of the Notes which are a component of the Income PRIDES.* 4. Form of Note.* 5. Purchase Contract Agreement between Gabelli Asset Management Inc. and The Bank of New York, as Purchase Contract Agent.* 6. Form of Income PRIDES Certificate.* 7. Pledge Agreement among Gabelli Asset Management Inc., The Chase Manhattan Bank, as Collateral Agent, and The Bank of New York, as Purchase Contract Agent.* 8. Remarketing Agreement among Gabelli Asset Management Inc., The Bank of New York, as Purchase Contract Agent, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Remarketing Agent.* ------------------ *To be filed by amendment. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 31, 2002 GABELLI ASSET MANAGEMENT INC. By: /s/ Robert S. Zuccaro ------------------------------ Name: Robert S. Zuccaro Title: Vice President and Chief Financial Officer