-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EYj5HXyc79bJF9Xbe7bPhZdb5K9X7mhC2mOQIy+Vbs0KrsQMJlI7B9ERDhCfLdfa 7ys+Y6LzGSgWWM5CS1/zTg== 0000950172-03-000278.txt : 20030203 0000950172-03-000278.hdr.sgml : 20030203 20030203171116 ACCESSION NUMBER: 0000950172-03-000278 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GABELLI ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001060349 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134007862 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-102935 FILM NUMBER: 03537014 BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149213700 MAIL ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA G INC DATE OF NAME CHANGE: 19980423 S-3 1 s721291.txt S-3 As filed with the Securities and Exchange Commission on February 3, 2003 Registration No. 333-_____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- GABELLI ASSET MANAGEMENT INC. (Exact name of registrant as specified in its charter) New York 13-4007862 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) One Corporate Center Rye, NY 10580 (914) 921-3700 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------------- James E. McKee Vice-President, General Counsel and Secretary Gabelli Asset Management Inc. One Corporate Center Rye, NY 10580 (914) 921-3700 (Name, address, including zip code, and telephone number, including area code, of agent for service of process) ------------------------- Copies to: Richard T. Prins, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square, New York, New York 10036-6522 (212) 735-3000 ------------------------------ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. ------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE ===================================================================================================================== Proposed Maximum Proposed Amount Offering Price Per Maximum Amount of Title of Shares to be Registered to be Registered Share(1) Aggregate Registration Offering Price(1) Fee - --------------------------------------------------------------------------------------------------------------------- Class A Common Stock, par value $.001 per share 500,000 $30.20 $15,100,000 $1,389.20 ======================================================================================================================= (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low price of $30.40 and $30, respectively, of the common stock on January 27, 2003.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. PRELIMINARY PROSPECTUS--SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2003 Gabelli Asset Management Inc. 500,000 shares of Class A Common Stock o The shares of common stock offered by this prospectus are being sold by the selling shareholders. o We will not receive any proceeds from the sale of these shares. o Our common stock is traded on the New York Stock Exchange under the symbol "GBL". o On January 31, 2003 the last reported sale for our common stock was $30.82 per share. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE ___ OF THIS PROSPECTUS. --------------------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------------------- February, 2003 TABLE OF CONTENTS Page ---- Prospectus Summary....................................................... 1 Risk Factors............................................................. 5 Where You Can Find More Information ..................................... 13 Incorporation of Certain Documents by Reference.......................... 13 Forward-Looking Statements............................................... 14 Use of Proceeds.......................................................... 14 Selling Shareholders..................................................... 15 Plan of Distribution..................................................... 16 Legal Matters............................................................ 17 Experts.................................................................. 18 Disclosure of Commission Position on Indemnification for Securities Act Liabilities..................................... 18 Unless otherwise indicated, all references in this prospectus to "we," "us" and "our" refer to Gabelli Asset Management Inc., a New York corporation, and its subsidiaries. PROSPECTUS SUMMARY THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION ABOUT GABELLI ASSET MANAGEMENT INC. THIS SUMMARY MAY NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE INFORMATION UNDER "RISK FACTORS" BEGINNING ON PAGE ___ AND THE INFORMATION INCORPORATED BY REFERENCE HEREIN BEFORE MAKING AN INVESTMENT DECISION. GABELLI ASSET MANAGEMENT INC. We are a widely recognized provider of investment advisory and brokerage services to mutual funds, institutional and high net worth investors, primarily in the United States. We generally manage assets on a discretionary basis and invest in a variety of U.S. and international securities through various investment styles. Our revenues are largely based on the level of assets under management in our business, rather than our own assets, as well as the level of fees associated with our various investment products. As of December 31, 2002, we had approximately $21.2 billion of assets under management, 88% of which were invested in equity securities. Our assets under management are organized principally in three groups: o Mutual Funds: we currently provide advisory services to (i) the Gabelli family of funds; (ii) the Treasurer's Fund; and (iii) the Gabelli Westwood family of funds. The mutual funds have a long-term record of achieving high returns, relative to similar investment products. o Separate Accounts: we currently provide advisory services to a broad range of investors, including corporate pension and profit sharing plans, foundations, endowments, jointly trusteed plans, municipalities, and high net worth individuals, and also serve as subadviser to certain other third-party investment funds. Each separate account portfolio is managed to meet the specific needs and objectives of the particular client by utilizing investment strategies and techniques within our areas of expertise. o Alternative Investments: we also provide alternative investment products consisting primarily of risk arbitrage, global long/short and merchant banking limited partnerships and offshore companies. We also act as underwriter and distributor of the open-end mutual funds and provide brokerage, trading, underwriting and research services. We conduct our business operations through our subsidiaries. Gabelli Asset Management Inc. was incorporated in April 1998 as "Alpha G, Inc." under the laws of the state of New York and renamed "Gabelli Asset Management Inc." in February 1999. We are a holding company formed in connection with the reorganization of Gabelli Group Capital Partners, Inc. (previously named "Gabelli Funds, Inc.") and our subsequent initial public offering. On February 9, 1999, in connection with the reorganization, we issued 24 million shares of Class B Common Stock, representing all of our then issued and outstanding common stock to Gabelli Group Capital Partners, Inc. and two of its subsidiaries for substantially all of the operating assets and liabilities of Gabelli Group Capital Partners, Inc. relating to its institutional and retail asset management, mutual fund advisory, underwriting and brokerage business. Gabelli Group Capital Partners, Inc., which is majority owned by Mr. Mario J. Gabelli ("Mr. Gabelli") with the balance owned by our professional staff and other individuals, owns all of the outstanding shares of Class B Common Stock of Gabelli Asset Management Inc., which represents approximately 97.2% of the combined voting power of the outstanding Common Stock. On February 10, 1999, we sold six million shares of our Class A Common Stock to the public. Accordingly, Mr. Gabelli could be deemed to control Gabelli Asset Management Inc. Gabelli Asset Management Inc.'s principal executive offices are located at One Corporate Center, Rye, New York 10580. Its telephone number is (914) 921-3700. RISK FACTORS YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN INVESTMENT DECISION. IF ANY OF THE FOLLOWING CIRCUMSTANCES OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY AFFECTED. IN THAT EVENT, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT. CONTROL BY MR. MARIO J. GABELLI; CONFLICTS OF INTEREST. Mr. Mario J. Gabelli ("Mr. Gabelli"), through his majority ownership of Gabelli Group Capital Partners, beneficially owns all of our outstanding class B common stock, representing approximately 97.2% of the combined voting power of all classes of our voting stock. As long as Mr. Gabelli indirectly beneficially owns a majority of the combined voting power of our common stock, he will have the ability to elect all of the members of our Board of Directors and thereby control our management and affairs, including determinations with respect to acquisitions, dispositions, borrowings, issuances of common stock or other securities, and the declaration and payment of dividends on the common stock. In addition, Mr. Gabelli will be able to determine the outcome of matters submitted to a vote of our shareholders for approval and will be able to cause or prevent a change in control of our company. As a result of Mr. Gabelli's control of the company, none of our agreements with Mr. Gabelli and other companies controlled by him have been arrived at through "arm's-length" negotiations, although we believe that the parties endeavor to implement market-based terms. There can be no assurance that we would not have received more favorable terms from an unaffiliated party. In order to minimize conflicts and potential competition with our investment management business, Mr. Gabelli has entered into a written agreement to limit his activities outside of the company. Mr. Gabelli has undertaken that so long as he is associated with the company or for a period of five years from our initial public offering, whichever is longer, he will not provide investment management services for compensation other than in his capacity as an officer or employee of the company except for (a) those investment funds and accounts currently managed by Mr. Gabelli outside the company under performance fee arrangements, but only to the extent that any such investment fund or account consists solely of one or more of the persons who were investors as of the date of the consummation of the initial public offering and (b) successor funds and accounts which serve no investors other than those in the funds and accounts referred to in (a) or those investors' successors, heirs, donees or immediate families, which funds and accounts operate according to an investment style similar to such other accounts or funds, which style we did not use at the time of our initial public offering, and which are subject to performance fee arrangements. To the extent that such activities are not prohibited under this agreement, Mr. Gabelli intends to continue devoting time to activities outside the company, including managing his own assets and his family's assets, managing or controlling companies in other industries and managing assets for other investors through the Permissible Accounts, which are the funds and accounts managed outside the company that are permitted under the agreement between us and Mr. Gabelli (approximately $86 million as of December 31, 2002). These activities may present conflicts of interest or compete with the company. Our Certificate of Incorporation expressly provides in general that Mr. Gabelli, members of his immediate family who are officers or directors of the company and entities controlled by such persons have an obligation to present corporate opportunities to us and resolve conflicts of interest through one of the processes described in the Certificate of Incorporation, which include independent director or independent shareholder approval. We will not derive any income from activities outside the company by Mr. Gabelli or members of his immediate family who are officers or directors of the company and may not be able to take advantage of business and investment opportunities that could later prove to be beneficial to us and our shareholders, either because such opportunities were not company opportunities at the time they arose or because we did not pursue them. Where a conflict of interest involves a transaction between Mr. Gabelli or members of his immediate family who are officers or directors of the company or their affiliates and the company, there can be no assurance that we would not receive more favorable terms if it were dealing with an unaffiliated party, although we will seek to achieve market-based terms in all such transactions. WE DEPEND ON MARIO J. GABELLI AND OTHER KEY PERSONNEL. We are dependent on the efforts of Mr. Gabelli, our Chairman of the Board, Chief Executive Officer, Chief Investment Officer and the primary portfolio manager for a significant majority of our assets under management. The loss of Mr. Gabelli's services would have a material adverse effect on us. In addition to Mr. Gabelli, our future success depends to a substantial degree on our ability to retain and attract other qualified personnel to conduct our investment management business. The market for qualified portfolio managers is extremely competitive and has grown more so in recent periods as the investment management industry has experienced growth. We anticipate that it will be necessary for us to add portfolio managers and investment analysts as we further diversify our investment products and strategies. There can be no assurance, however, that we will be successful in our efforts to recruit and retain the required personnel. In addition, our investment professionals and senior marketing personnel have direct contact with our Separate Account clients, which can lead to strong client relationships. The loss of these personnel could jeopardize our relationships with certain Separate Account clients, and result in the loss of such accounts. The loss of key management professionals or the inability to recruit and retain sufficient portfolio managers and marketing personnel could have a material adverse effect on our business. POTENTIAL ADVERSE EFFECTS ON OUR PERFORMANCE PROSPECTS FROM A DECLINE IN THE PERFORMANCE OF THE SECURITIES MARKETS. Our results of operations are affected by many economic factors, including the performance of the securities markets. During recent years, unusually favorable and sustained performance of the U.S. securities markets, and the U.S. equity market, in particular, has attracted substantial inflows of new investments in these markets and has contributed to significant market appreciation which has, in turn, led to an increase in our assets under management and revenues. More recently, the securities markets in general have experienced significant volatility, with declines in value experienced during the years 2001 and 2002. Any further decline in the securities markets, in general, and the equity markets, in particular, could further reduce our assets under management and consequently reduce our revenues. In addition, any such continuing decline in the equity markets, failure of these markets to sustain their prior levels of growth, or continued short-term volatility in these markets could result in investors withdrawing from the equity markets or decreasing their rate of investment, either of which would be likely to further adversely affect us. Our growth rate has varied from year to year, and there can be no assurance that the average growth rates sustained in the recent past will continue. From time to time, a relatively high proportion of the assets we manage may be concentrated in particular industry sectors. A general decline in the performance of securities in those industry sectors could have an adverse effect on our assets under management and revenues. FUTURE INVESTMENT PERFORMANCE COULD REDUCE REVENUES AND OTHER INCOME. Success in the investment management and mutual fund businesses is dependent on investment performance as well as distribution and client servicing. Good performance generally stimulates sales of our investment products and tends to keep withdrawals and redemptions low, which generates higher management fees (which are based on the amount of assets under management). Conversely, relatively poor performance tends to result in decreased sales, increased withdrawals and redemptions in the case of the open-end Mutual Funds, and in the loss of Separate Accounts, with corresponding decreases in revenues to us. Many analysts of the mutual fund industry believe that investment performance is the most important factor for the growth of no-load Mutual Funds, such as those we offer. Failure of our investment products to perform well could, therefore, have a material adverse effect on us. LOSS OF SIGNIFICANT SEPARATE ACCOUNTS COULD AFFECT OUR REVENUES. We had approximately 1,750 Separate Accounts as of December 31, 2002, of which the 10 largest accounts generated approximately 8% of our total revenues during the year ended December 31, 2002. Loss of these accounts for any reason would have an adverse effect on our revenues. Notwithstanding good performance, we have from time to time lost large Separate Accounts as a result of corporate mergers and restructurings, and we could continue to lose accounts under these or other circumstances. COMPLIANCE FAILURES AND CHANGES IN REGULATION COULD ADVERSELY AFFECT US. Our investment management activities are subject to client guidelines and our Mutual Fund business involves compliance with numerous investment, asset valuation, distribution and tax requirements. A failure to adhere to these guidelines or satisfy these requirements could result in losses which could be recovered by the client from us in certain circumstances. Although we have installed procedures and utilize the services of experienced administrators, accountants and lawyers to assist us in adhering to these guidelines and satisfying these requirements, and maintain insurance to protect ourselves in the case of client losses, there can be no assurance that such precautions or insurance will protect us from potential liabilities. Our businesses are subject to extensive regulation in the United States, including by the SEC and the NASD. We are also subject to the laws of non-U.S. jurisdictions and non-U.S. regulatory agencies or bodies. Our failure to comply with applicable laws or regulations could result in fines, suspensions of personnel or other sanctions, including revocation of our registration or any of our subsidiaries as an investment adviser or broker-dealer. Changes in laws or regulations or in governmental policies could have a material adverse effect on us. OUR SOURCES OF REVENUE ARE SUBJECT TO TERMINATION ON SHORT NOTICE. A substantial majority of all of our revenues are derived from investment management agreements and distribution arrangements. Investment management agreements and distribution arrangements with the Mutual Funds are terminable without penalty on 60 days' notice (subject to certain additional procedural requirements in the case of termination by a Mutual Fund) and must be specifically approved at least annually, as required by law. Such annual renewal requires, among other things, approval by the disinterested members of each Mutual Fund's board of directors or trustees. Investment advisory agreements with the Separate Accounts are typically terminable by the client without penalty on 30 days' notice or less. Any failure to renew or termination of a significant number of these agreements or arrangements would have a material adverse effect on us. WE RELY ON THIRD-PARTY DISTRIBUTION PROGRAMS. We have recently experienced significant growth in sales of our open-end Mutual Funds through Third-Party Distribution Programs, which are programs sponsored by third-party intermediaries that offer their mutual fund customers a variety of competing products and administrative services. Most of the sales growth from our Third-Party Distribution Programs is from programs with no transaction fees payable by the customer, which we refer to as NTF Programs. Approximately $1.9 billion of our assets under management in the open-end Mutual Funds as of December 31, 2002 were obtained through NTF Programs. The cost of participating in Third-Party Distribution Programs is higher than our direct distribution costs, and there can be no assurance that the cost of Third-Party Distribution Programs will not increase in the future. Any increase would be likely to have an adverse effect on our profit margins and results of operations. In addition, there can be no assurance that the Third-Party Distribution Programs will continue to distribute the Mutual Funds. At December 31, 2002, approximately 90% of the NTF Program net assets in the Gabelli and Gabelli Westwood families of funds are attributable to two NTF Programs. Further, 98% of the total assets in The Treasurer's Fund are attributable to one Third-Party Distribution Program. The decision by these Third-Party Distribution Programs to discontinue distribution of the Mutual Funds could have an adverse effect on our growth of assets under management. FEE PRESSURES COULD REDUCE OUR PROFIT MARGINS. There has been a trend toward lower fees in some segments of the investment management industry. In order for us to maintain our fee structure in a competitive environment, we must be able to provide clients with investment returns and service that will encourage them to be willing to pay such fees. Accordingly, there can be no assurance that we will be able to maintain our current fee structure. Fee reductions on existing or future new business could have an adverse impact on our profit margins and results of operations. POSSIBILITY OF LOSSES ASSOCIATED WITH UNDERWRITING, TRADING AND MARKET-MAKING ACTIVITIES. Our underwriting, trading and market-making activities are primarily conducted through our subsidiary, Gabelli & Company, Inc., both as principal and agent. Such activities subject our capital to significant risks of loss. The risks of loss include those resulting from ownership of securities, extension of credit, leverage, liquidity, counterparty failure to meet commitments, client fraud, employee errors, misconduct and fraud (including unauthorized transactions by traders), failures in connection with the processing of securities transactions and litigation. We have procedures and internal controls to address such risks but there can be no assurance that these procedures and controls will prevent losses from occurring. WE MAY HAVE LIABILITY AS A GENERAL PARTNER OR OTHERWISE WITH RESPECT TO OUR ALTERNATIVE INVESTMENT PRODUCTS. Certain of our subsidiaries act as general partner for alternative investment products, including arbitrage, global long/short and merchant banking limited partnerships. As a general partner of these partnerships, we may be held liable for the partnerships' liabilities in excess of their ability to pay such liabilities. In addition, in certain circumstances, we may be liable as a control person for the acts of our alternative investment products. As of December 31, 2002, our assets under management included approximately $578 million in alternative investment products. A substantial judgment or other liability with respect to our alternative investment products could have a material adverse effect on us. DEPENDENCE ON INFORMATION SYSTEMS. We operate in an industry that is highly dependent on its information systems and technology. We outsource a significant portion of our information systems operations to third parties who are responsible for providing the management, maintenance and updating of such systems. There can be no assurance, however, that our information systems and technology will continue to be able to accommodate our growth, or that the cost of maintaining such outsourcing arrangements will not increase from its current level. Such a failure to accommodate growth, or an increase in costs related to these information systems, could have a material adverse effect on us. POTENTIAL ADVERSE EFFECT ON THE SHARE PRICE OF OUR CLASS A COMMON STOCK FROM DISPARATE VOTING RIGHTS. The holders of class A common stock and class B common stock have identical rights except that (i) holders of class A common stock are entitled to one vote per share, while holders of class B common stock are entitled to ten votes per share on all matters to be voted on by shareholders in general, and (ii) holders of class A common stock are not eligible to vote on matters relating exclusively to class B common stock and vice versa. The differential in the voting rights and our ability to issue additional class B common stock could adversely affect the value of the class A common stock to the extent that investors, or any potential future purchaser of the company, views the superior voting rights of the class B common stock to have value. WE MAY NOT BE ABLE TO REFINANCE OUR EXISTING INDEBTEDNESS. On August 10, 2001, we and certain of our affiliates entered into a note purchase agreement with Cascade Investment LLC, pursuant to which Cascade purchased $100 million in principal amount of a convertible promissory note. Pursuant to the terms of the note, Cascade may require us on August 14, 2003, or upon a change in control or Mr. Gabelli ceasing to provide our predominant executive leadership, to repurchase the note for a purchase price in cash equal to 100% or 101% (depending on the triggering event) of the principal amount of the note to be repurchased plus accrued and unpaid interest on the note. If Cascade exercises its right under the note to require us to repurchase the note, we may not be able to obtain new financing on similar terms to the note. TERRORIST ATTACKS AND THE THREAT OF WAR HAVE CREATED SIGNIFICANT INSTABILITY AND UNCERTAINTY IN THE WORLD, WHICH CAN EXACERBATE MANY OF THE RISK FACTORS LISTED ABOVE. The terrorist attacks in the United States on September 11, 2001 and the declaration of war by the United States against terrorism have created significant instability and uncertainty in the world, which may continue to have a material adverse effect on world financial markets, including financial markets in the United States. Such adverse political events may have a negative impact on economic conditions in the United States. Unfavorable economic conditions in the United States may have an adverse effect on our financial operations including, but not limited to, our ability to expand the market for our products, enter into strategic relationships and effectively complete our business plan. In addition, terrorist attacks similar to the ones committed on September 11, 2001 may directly affect our ability to keep our operations and services functioning properly. Future attacks could create problems for our computer systems, disrupt services, and delay product development and enhancement. Any of these occurrences could have a material adverse effect to our business and results of operations. WHERE YOU CAN FIND MORE INFORMATION We have filed a registration statement on Form S-3 with the SEC for our common stock offered in this offering. This prospectus does not contain all of the information set forth in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make references in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for the copies of the actual contract, agreement or other document. You should rely only on the information and representations provided or incorporated by reference in this prospectus or any related supplement. We have not authorized anyone else to provide you with different information. The selling shareholders will not make an offer to sell these shares in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. The SEC maintains an Internet site at http://www.sec.gov, which contains reports, proxy and information statements, and other information regarding us. You may also read and copy any document we file with the SEC at its Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information filed with the SEC will automatically update and replace this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended: (1) Our Annual Report on Form 10-K for the year ended December 31, 2001; (2) Our Quarterly Report on Form 10-Q for the period ended March 31, 2002; (3) Our Quarterly Report on Form 10-Q for the period ended June 30, 2002; (4) Our Quarterly Report on Form 10-Q for the period ended September 30, 2002; (5) Our Current Report on Form 8-K, filed February 1, 2002; (6) Our Current Report of Form 8-K, filed February 8, 2002; (7) Our Current Report of Form 8-K, filed January 31, 2003; and (8) The description of our common stock in our registration statement on Form 8-A dated January 12, 1999. We will provide you with a copy of these filings, excluding the exhibits to such filings which we have not specifically incorporated by reference in such filings, at no cost, upon written or oral request, by writing or telephoning us at Gabelli Asset Management Inc., One Corporate Center, Rye, New York 10580, Attention: Chief Financial Officer, telephone (914) 921-3700. FORWARD-LOOKING STATEMENTS This prospectus and the accompanying prospectus supplement may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements give expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results. Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining our actual future results. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance, and there are no guarantees about the performance of any securities offered by this prospectus. Actual results could differ materially from those expressed or implied in the forward-looking statements. Among factors that could cause actual results to differ materially are: o changes in general economic conditions, including the performance of financial markets and interest rates; o heightened competition, including with respect to pricing, entry of new competitors and the development of new products by new and existing competitors; o changes in industry trends; o regulatory, accounting or tax changes that may affect the cost of, or demand for, our products or services; o downgrades in our ratings; o investor interest in equity investment management services; o absolute and relative performance of Gabelli Asset Management Inc.'s products; o other risks and uncertainties described from time to time in Gabelli Asset Management Inc.'s filings with the SEC; and o the risk factors or uncertainties listed herein or listed from time to time in prospectus supplements or any document incorporated by reference herein. We do not undertake any obligation to publicly correct or update any forward-looking statement if we become aware later that it is not likely to be achieved. You are advised, however, to consult any further disclosures we make on related subjects in reports to the SEC. USE OF PROCEEDS The shares of common stock offered hereby are being registered for the account of the selling shareholders identified in this prospectus. See "Selling Shareholders." We will not receive any proceeds from the sale of such shares. All net proceeds from the sale of the common stock will go to the shareholders that offer and sell their shares. SELLING SHAREHOLDERS The following table sets forth information, as of the date hereof, with respect to our common stock beneficially owned by each selling shareholder. The selling shareholders are not obligated to sell any of the shares offered by this prospectus. The number of shares sold by each selling shareholder may depend on a number of factors, such as the market price of our common stock. We are registering an aggregate of 500,000 shares of our common stock for resale by the selling shareholders in accordance with registration rights previously granted to them. We agreed to file a registration statement under the Securities Act with the SEC, of which this prospectus is a part, with respect to the resale of such shares that we issued in December 2001 to the selling shareholders. The selling shareholders may sell any or all of their shares listed below from time to time. Accordingly, we cannot estimate how many shares the selling shareholders will own upon consummation of any such sales. Also, the selling shareholders may have sold, transferred or otherwise disposed of all or a portion of their shares since the date on which the shares were issued, in transactions exempt from the registration requirements of the Securities Act.
Number of Number of Percentage of Shares Beneficially Number of Shares Beneficially Outstanding Common Owned Prior to Shares Being Owned After Stock After Name Offering (1) Offered Offering (1)(2) Offering (1)(2) - ---- ------------ ------- --------------- ------------------- Chilton International, LP 501,276 308,400 192,876 2.87% Chilton Opportunity 22,540 22,540 0 0 International, LP Chilton Investment Partners, LP 156,147 81,040 75,107 1.12% Chilton Opportunity Trust, LP 18,380 18,380 0 0 Chilton QP Investment Partners, LP 157,957 69,640 88,317 1.31% - ---------------- (1) Unless otherwise indicated, we believe that all persons named in the above table have sole voting and investment power with respect to all shares of voting stock beneficially owned by them. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants and convertible securities held by such person (but not those held by any other person) and which are exercisable or convertible within 60 days have been exercised and converted. Chilton Investment Company, Inc., or its affiliates, serves as general partner of all of the entities that own the listed securities. Chilton Investment Company, Inc. and such affiliates disclaim beneficial ownership of the listed securities except to the extent of their respective pecuniary interest therein. (2) Beneficial ownership of shares held by the selling shareholder after this offering assumes that each selling shareholder sold all of the shares it is offering in this prospectus but actually will depend on the number of securities sold.
PLAN OF DISTRIBUTION This prospectus relates to the offer and sale by the selling shareholders of an aggregate of 500,000 shares of our Class A common stock that we issued in December 2001. The selling shareholders may sell the shares in transactions in the over-the-counter market, in negotiated transactions, or a combination of such methods of sale. The selling shareholders may sell the shares on the New York Stock Exchange or on any stock exchange or quotation service on which the common stock may be listed or quoted at the time of sale, through public or private transactions at prevailing market prices, at prices related to such prevailing market prices or at privately negotiated prices, or through the writing of options. The selling shareholders may also sell shares pursuant to Rule 144 of the Securities Act, if applicable. The selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares in the course of hedging the positions they assume. The selling shareholders may also sell the shares short and deliver the shares to close out such short positions, or loan or pledge such shares to broker-dealers that in turn may sell such securities. The selling shareholders may use underwriters or broker-dealers to sell the shares. Such underwriters and broker-dealers may receive compensation in the form of discounts or commissions from the selling shareholders, or they may receive commissions from the purchasers of shares for whom they acted as agents, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). The selling shareholders and any underwriter or broker-dealer who participates in the distribution of the shares may be deemed to be "underwriters" within the meaning of the Securities Act, and any commissions received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act. In addition, the broker-dealers' commissions, discounts or concession may qualify as underwriters' compensation under the Securities Act. We will disclose in a post-effective amendment to the registration statement any broker-dealers the selling shareholders contract with in the selling effort who may appear to be acting as underwriters within the meaning of Section 2(11) of the Securities Act. If any such broker-dealers are acting as underwriters, we will revise the disclosures in the registration statement to include the amount of the shares of our common stock being sold by the broker-dealer and, if the broker-dealer is entitled to sell additional shares, the broker-dealer's relationship and obligations to us and the selling shareholders and any associated expenses which we or the selling shareholders may incur in connection with such sale of our common stock. We will also file any agreement the selling shareholders or we may enter into with such broker-dealer as an exhibit to the registration statement. Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in a distribution of the shares may not simultaneously engage in market-making activities with respect to our common stock for a certain period of time, except under certain limited circumstances. Also, without limiting the foregoing, each selling shareholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and rules and regulations thereunder (including Regulation M), which provisions may limit the timing of purchases and sales of shares of our common stock by such selling shareholder. At the time a selling shareholder makes an offer to sell shares, to the extent required by the Securities Act, a prospectus will be delivered. If a supplemental prospectus is required, one will be delivered setting forth the number of shares being offered and the terms of the offering, including the names of any underwriters, dealers or agents, the purchase price paid by any underwriter for the shares, and any discounts or commissions. In order to comply with the securities laws of certain states, if applicable, the shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and complied with. We have agreed to pay substantially all of the expenses incident to the registration, offering and sale of the shares to the public, excluding the commissions or discounts of underwriters, broker-dealers or agents. LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP. EXPERTS The consolidated financial statements of Gabelli Asset Management Inc. as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001, incorporated in this prospectus by reference from our annual report on Form 10-K for the year ended December 31, 2001, have been audited by Ernst & Young LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given on their authority as experts in accounting and auditing. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us, we have been advised that it is the SEC's opinion that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. GABELLI ASSET MANAGEMENT INC. 500,000 SHARES OF CLASS A COMMON STOCK ------------------ PROSPECTUS ------------------ _________, 2003 YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH PERSON IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THIS PROSPECTUS DOES NOT OFFER TO SELL OR BUY ANY SHARES IN ANY JURISDICTION WHERE IT IS UNLAWFUL. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK. NO ACTION IS BEING TAKEN IN ANY JURISDICTION OUTSIDE THE U.S. TO PERMIT A PUBLIC OFFERING OF THE COMMON STOCK OR POSSESSION OR DISTRIBUTION OF THIS PROSPECTUS IN THAT JURISDICTION. PERSONS WHO COME INTO POSSESSION OF THIS PROSPECTUS IN JURISDICTIONS OUTSIDE THE U.S. ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THIS OFFERING AND THE DISTRIBUTION OF THIS PROSPECTUS APPLICABLE TO THAT JURISDICTION. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the costs and expenses payable by the Registrant in connection with the issuance and distribution of the securities being registered. All amounts are estimated except the SEC registration fee. Amount to be Paid SEC registration fee..............................................$ 1,389.20 Accounting fees and expenses......................................$15,000 Legal fees and expenses...........................................$50,000 Miscellaneous.....................................................$ 2,500 Total.............................................................$68,889.20 Item 15. Indemnification of Directors and Officers. Gabelli Asset Management Inc.'s Restated Certificate of Incorporation provides that no director of Gabelli Asset Management Inc. will be personally liable to Gabelli Asset Management Inc. or any of its shareholders for monetary damages arising from the director's breach of fiduciary duty as a director, with certain limited exceptions. Sections 721-726 of the New York Business Corporation Law provide that a corporation may indemnify its officers and directors (or persons who have served, at the corporation's request, as officers or directors of another corporation) against the reasonable expenses, including attorneys' fees, actually and reasonably incurred by them in connection with the defense of any action by reason of being or having been directors or officers, if such person shall have acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that if such action shall be in the right of the corporation, no such indemnification shall be provided as to any claim, issue or matter as to which such person shall have been adjudged to have been liable to the corporation unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction determines upon application that, in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnification. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense and settlement expenses and not to any satisfaction of a judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification will be made in the event of any adjudication of negligence or misconduct unless the court, in its discretion, believes that in light of all the circumstances indemnification should apply. To the extent any of the persons referred to in the two immediately preceding paragraphs is successful in the defense of such actions, such person is entitled, pursuant to the laws of New York State, to indemnification as described above. Gabelli Asset Management Inc.'s Restated Certificate of Incorporation and Amended Bylaws provide for indemnification to officers and directors of Gabelli Asset Management Inc. to the fullest extent permitted by the New York Business Corporation Law. Item 16. Exhibits. Number Description 4.1(i) Restated Certificate of Incorporation of the Registrant. (Incorporated by reference to Exhibit 3.2 to Amendment No. 4 to Gabelli Asset Management Inc.'s Registration Statement on Form S-1 (File No. 333-51023) filed with the Securities and Exchange Commission on February 10, 1999). 4.2(ii) Amended Bylaws of the Registrant (Incorporated by reference to Exhibit 3.4 to Amendment No. 4 to Gabelli Asset Management Inc.'s Registration Statement on Form S-1 (File No. 333-51023) filed with the Securities and Exchange Commission on February 10, 1999). 4.3(iii) Registration Rights Agreement between selling shareholders and the Registrant, dated December 27, 2001. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1 Consent of Ernst & Young LLP. 23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1). 24.1 Power of Attorney (included on signature page to this Registration Statement). Item 17. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of an action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on the 3rd day of February, 2003. GABELLI ASSET MANAGEMENT INC. By: /s/ Robert S. Zuccaro --------------------------------- Robert S. Zuccaro Vice President and Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Robert S. Zuccaro and James E. McKee and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Mario J. Gabelli Chairman of the Board, Chief Executive Officer February 3, 2003 ------------------------------ and Chief Investment Officer Mario J. Gabelli (Principal Executive Officer) /s/ Robert S. Zuccaro Vice President and Chief Financial (Principal February 3, 2003 ------------------------------ Financial Officer and Accounting Officer) Robert S. Zuccaro /s/ Raymond C. Avansino, Jr. Director February 3, 2003 ------------------------------ Raymond C. Avansino, Jr. /s/ John C. Ferrara Director February 3, 2003 ------------------------------ John C. Ferrara /s/ Paul B. Guenther Director February 3, 2003 ------------------------------ Paul B. Guenther /s/ Eamon M. Kelly Director February 3, 2003 ------------------------------ Eamon M. Kelly /s/ Karl Otto Pohl Director February 3, 2003 ------------------------------ Karl Otto Pohl
Exhibit Index ------------- Exhibit - ------- 4.1(i) Restated Certificate of Incorporation of the Registrant. (Incorporated by reference to Exhibit 3.2 to Amendment No. 4 to Gabelli Asset Management Inc.'s Registration Statement on Form S-1 (File No. 333-51023) filed with the Securities and Exchange Commission on February 10, 1999). 4.2(ii) Amended Bylaws of the Registrant (Incorporated by reference to Exhibit 3.4 to Amendment No. 4 to Gabelli Asset Management Inc.'s Registration Statement on Form S-1 (File No. 333-51023) filed with the Securities and Exchange Commission on February 10, 1999). 4.3(iii) Registration Rights Agreement between selling shareholders and the Registrant, dated December 27, 2001. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1 Consent of Ernst & Young LLP. 23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1). 24.1 Power of Attorney (included on signature page to this Registration Statement). EX-4 3 s398526.txt EXHIBIT 4.3(III) EXHIBIT 4.3(iii) ---------------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 27, 2001 by and among Chilton International, LP and Chilton Opportunity International, LP, each a British Virgin Islands limited partnership, Chilton Investment Partners, LP, Chilton Opportunity Trust, LP and Chilton QP Investment Partners, LP, each a Delaware limited partnership (each an "Investor" and collectively the "Investors"), and Gabelli Asset Management Inc., a New York corporation (the "Company"). RECITALS Investors are purchasing from Gabelli Group Capital Partners, Inc. ("Seller"), the majority shareholder of the Company, 500,000 shares of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock") (such 500,000 shares and any other securities issued or distributed with respect to, or in exchange for, such shares pursuant to any reclassification, merger or other transaction, the "Shares") of the Company pursuant to a Stock Purchase Agreement, dated as of December 27, 2001, by and among the Investors and Seller (the "Purchase Agreement"). The Company and the Investors desire to provide for the terms upon which the Company will seek to register with the Commission (as defined below) Registrable Securities (as defined herein) for sale by the Holders (as defined herein) from time to time: NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows: 1. INFORMATION 1.1 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission, which may at any time permit the sale of the Registrable Securities (as defined below) to the public without Registration, the Company agrees to use all reasonable efforts to make available adequate current public information concerning the Company, as those terms are understood in Rule 144 under the Securities Act (as defined below), at all times during the effectiveness of this Agreement. 2. REGISTRATION RIGHTS. 2.1 Definitions. (a) As used in this Agreement and except as otherwise defined herein, the following defined terms shall have the following meanings: Applicable Securities. The term "Applicable Securities" means in relation to a Registration Statement the Registrable Securities identified in the related Demand Notice or Piggy-back Notice. Demand Registration Statement. The term "Demand Registration Statement" means a registration statement filed under the Securities Act by the Company pursuant to the provisions of Section 2.2 hereof, including the Prospectus contained therein, any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement. Effective Time. The term "Effective Time" means the date on which the Commission declares a Registration Statement effective or on which a Registration Statement otherwise becomes effective. Form S-3. The term "Form S-3" means such form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC. Holder. The term "Holder" means any holder from time to time of Registrable Securities who acquired such Registrable Securities directly or indirectly from the Seller. Notice and Questionnaire. The term "Notice and Questionnaire" means a Notice of Registration Statement and Questionnaire substantially in the form of Exhibit A hereto. Person. The term "Person" means an individual, partnership, corporation, trust, limited liability company or unincorporated organization, or other entity or organization, including a government or agency or political subdivision thereof. Prospectus. The term "Prospectus" means the prospectus (including any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A under the Securities Act) included in a Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by the Company under the 1934 Act and incorporated by reference therein. Registrable Securities. The term "Registrable Securities" means: (a) the Shares, (b) any securities (including Class A Common Stock) issued or distributed with respect to, or in exchange for, such Shares pursuant to any reclassification, merger, consolidation, reorganization or other transaction ("Other Securities") or upon conversion, exercise or exchange of Other Securities and (c) any securities issued or distributed with respect to, or in exchange for, Other Securities (whether directly or indirectly through a series of transactions) pursuant to any reclassification, merger, consolidation, reorganization or other transaction; provided, however, that the term Registrable Securities shall not include any Unrestricted Securities. Registrable Securities Then Outstanding. The number of shares of "Registrable Securities then Outstanding" shall mean the number of units of securities which are Registrable Securities and are then issued and outstanding. Registration. The terms "Register," "Registered," and "Registration" refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement. Registration Statement. The term "Registration Statement" means a registration statement filed under the Securities Act by the Company pursuant to the provisions of Section 2 hereof, including the Prospectus contained therein, any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement. Registration Expenses. The term "Registration Expenses" means all expenses incident to the Company's performance of or compliance with any Registration of Registrable Securities pursuant to this Agreement, including, without limitation, all registration, filing and National Association of Securities Dealers, Inc. fees, fees of any stock exchange upon which the Registrable Securities are listed, all fees and expenses of complying with securities or blue sky laws, all printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or "comfort" letters required by or incident to such performance and compliance, premiums and other costs of policies of insurance obtained by the Company against liabilities arising out of the public offering of Registrable Securities being registered and any fees and disbursements of underwriters customarily paid by issuers, and fees and disbursements of one counsel retained by the Selling Shareholders, which shall not exceed in the aggregate $20,000, but excluding all transfer taxes, underwriting discounts and commissions, if any, relating to Registrable Securities. SEC. The term "SEC" or "Commission" means the U.S. Securities and Exchange Commission. Securities Act. The term "Securities Act" means the Securities Act of 1933, as amended. Unrestricted Security. The term "Unrestricted Security" means any otherwise Registrable Security that (i) has been effectively registered under the Securities Act, (ii) has been transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) under circumstances in which such Registrable Securities become freely transferable under the Securities Act and any legend relating to restrictions on transfer under the Securities Act is removed, (iii) is transferable pursuant to paragraph (k) of Rule 144 under the Securities Act (or any successor provision thereto) or (iv) has otherwise been transferred and a new security not subject to transfer restrictions under the Securities Act has been delivered upon such transfer by or on behalf of the Company. 1934 Act. The term "1934 Act" means the Securities Exchange Act of 1934, as amended. (b) The words "include," "includes" and "including," when used in this Agreement, shall be deemed to be followed by the words "without limitation." (c) The words "hereof", "herein", and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (d) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. 2.2 Demand Registration. (a) Request by Holders. If the Company shall receive at any time (but not within 12 months of the effective date of another Registration Statement effected by the Company on behalf of any Holder pursuant to this Section 2.2, a written request ("Demand Notice") from any Holder (treating as a single Holder for purposes of this Section 2.2(a) the Investors and any affiliated investment fund that holds Registrable Securities) who holds Registrable Securities in excess of the greater of 200,000 units of Registrable Securities or 1% of the then outstanding number of shares of Class A Common Stock (each such Person eligible to make a request, an "Eligible Holder" and each such Person who makes a request, a "Requestor") that the Company file a Registration Statement under the Securities Act covering the Registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within fifteen (15) business days of the receipt of the Demand Notice, give written acknowledgment of such request ("Request Acknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all or any part of the Registrable Securities then held by such Eligible Holder, the Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities the Eligible Holder wishes to include in such Registration Statement. Eligible Holders who elect to participate in an offering pursuant to this Section 2.2 or pursuant to Section 2.3 (including but not limited to a Requestor) are referred to collectively as "Selling Shareholders". The Company shall effect, as soon as reasonably practicable, the Registration under the Securities Act of all Applicable Securities which the Selling Shareholders request to be registered and included in such Registration, subject only to the limitations of this Section 2.2; provided that the aggregate amount of Applicable Securities requested to be registered pursuant to such request must either: (i) be at least fifty percent (50%) of all Registrable Securities then outstanding (but having an anticipated aggregate public offering price of at least $5,000,000) or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $10,000,000. The Company shall use its commercially reasonable efforts to maintain the effectiveness of such Registration Statement for not less than twelve months after it becomes effective. (b) Underwriting. If a Requestor initiates the Registration request under this Section 2.2 and intends to distribute the Applicable Securities covered by its request by means of an underwritten offering, then the Requestor shall so advise the Company as a part of its request made pursuant to this Section 2.2. In such event, the right of the Selling Shareholders to include their Applicable Securities in such Registration shall be conditioned upon each Selling Shareholder's participation in such underwriting and the inclusion of their Applicable Securities in the underwriting to the extent provided herein. If the Requestor proposes to distribute its securities through such underwriting, each Selling Shareholder shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Requestor, with the consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding any other provision of this Section 2.2, if the underwriter(s) advise(s) the Company and the Selling Shareholders in writing that in its or their opinion the number of securities requested to be registered exceeds the number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of the offering (with respect to any offering, the "Maximum Number"), then the Company shall so advise the Selling Shareholders and include such Maximum Number in the Registration. The number of shares that may be included in the Registration and the underwriting shall be allocated, first, to the Requestor, and second, to the other Selling Shareholders based on the relative proportion of shares of all such Selling Shareholders requested to be so registered, and third, to the Company and to other securityholders of the Company who have requested that their securities be included in such Registration Statement and who hold contractual registration rights with respect to such securities. If a Selling Shareholder disapproves of the terms of any such underwriting, the Selling Shareholder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the Registration Statement. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the Registration. For purposes of this agreement, an "underwritten offering" shall be an offering pursuant to which securities are sold to a broker-dealer or other financial institution or group thereof for resale by them to investors. (c) Maximum Number of Demand Registrations. The Company is obligated to effect only three (3) such Registrations pursuant to this Section 2.2. (d) Deferral. Notwithstanding the foregoing, if the Company, in the good faith judgment of the Board of Directors of the Company, determines that the filing or the effectiveness of a Registration Statement at that time would interfere with any pending or proposed financing, acquisition, corporate reorganization or other corporate transaction involving the Company or any of its subsidiaries and would be seriously detrimental to the Company and its shareholders and that it is in the best interests of the Company and its shareholders to defer the filing of the Registration Statement pursuant to this Section 2.2, then the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Requestor or, in the case of delaying effectiveness, 180 days after receipt of the request of the Requestor; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. The Company shall advise the Requestor of any such determination as promptly as reasonably practicable. (e) Right to Withdraw. The Requestor requesting any Registration pursuant to this Section 2.2 shall have the right to withdraw such request (i) prior to the time the Registration Statement in respect of such Registration has been declared effective, (ii) upon the issuance by a governmental agency or the Commission of a stop order, injunction or other order which interferes with such Registration, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Registration are not satisfied other than as a result of default by the Selling Shareholders, (iv) such withdrawal is requested by the Requestor because of the occurrence of a significant negative change in market conditions or the Company's business, financial condition, results of operations or prospects since the date of the Demand Notice or (v) if the Company avails itself of Section 2.2(d) hereof; it being understood that such Registration shall be deemed not to have been requested for purposes of Section 2.2 if the Requestor withdraws its request pursuant this Section 2.2(e), provided, that if the Requestor withdraws its request pursuant to clause (i) above, such Requestor agrees to reimburse the Company for the reasonable out-of-pocket expenses the Company has incurred prior to such withdrawal in effecting such Registration. If the Requestor withdraws a request pursuant to this Section 2.2(e) but the Company nevertheless determines to complete, within 30 days after such withdrawal, the Registration so requested as to securities other than the Applicable Securities, the Eligible Holders shall be entitled to participate in such Registration pursuant to Section 2.3 hereof, but in such case the Intended Offering Notice (as defined below) shall be required to be given to the Eligible Holders at least 10 business days prior to the anticipated filing date of the Registration Statement and the Eligible Holders shall be required to give the Piggy-back Notice no later than 5 business days after the Company's delivery of such Intended Offering Notice. 2.3 Piggyback Registrations. (a) The Company shall notify each Eligible Holder in writing (the "Intended Offering Notice") at least ten (10) business days prior to filing any Registration Statement under the Securities Act for purpose of effecting a public offering of any Class A Common Stock of the Company (other than a Registration Statement on Form S-8 or Form S-4, or any successor forms thereof, and other than a Registration Statement for the purpose of effecting a public offering of securities, including shares of Class A Common Stock upon conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock) or, in the case of a registration statement on Form S-3 or any successor form thereof permitting offerings pursuant to Rule 415 thereof or a comparable rule relating to delayed offerings, at least five (5) business days prior to commencing the offering of any Class A Common Stock pursuant to such Registration Statement. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public such number or amount of Registrable Securities as each such Eligible Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered or offered, the proposed date of filing of such Registration Statement or of making such offering, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such Registration Statement. If an Eligible Holder of Registrable Securities desires to include in any such Registration Statement all or any part of the Registrable Securities then held, the Eligible Holder shall, within five (5) calendar days after receipt of the Intended Offering Notice from the Company, so notify the Company in writing (the "Piggy-back Notice"), and in such notice shall inform the Company of the number of Registrable Securities the Eligible Holder wishes to include in such Registration Statement and offer to the public. Upon the request of the Company, the Selling Shareholders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. If the Eligible Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) Underwriting. If a Registration Statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, then the Company shall so advise Eligible Holders. In such event, the right of Eligible Holders to include Registrable Securities in a Registration pursuant to this Section 2.3 shall be conditioned upon the Eligible Holder's participation in such underwriting and the inclusion of Eligible Holder's Registrable Securities in the underwriting to the extent provided herein. Each Selling Shareholder shall, in such event, enter into an underwriting agreement in customary form in connection with registrable secondary offerings with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the underwriter(s) advise(s) the Company and the Selling Shareholders in writing that in its or their opinion the number of securities requested to be Registered exceeds the Maximum Number, then the Company shall so advise the Selling Shareholders and include such Maximum Number in the Registration. The number of shares that may be included in the Registration and the underwriting shall be allocated, first, to the Company, and second, to any securityholders of the Company who have registration rights that are senior to those of the Selling Shareholders, and third, to all Selling Shareholders and any other securityholders of the Company who have registration rights that are pari passu with those of the Selling Shareholders, based on the relative proportion of shares of all such Selling Shareholders and other securityholders, and fourth, if any, to other securityholders of the Company who have requested that their securities be included in such Registration Statement and who hold contractual registration rights with respect to such securities that are junior to those of the Selling Shareholders. If any Selling Shareholder who has elected to participate in the underwritten offering disapproves of the terms of any such underwriting, such Selling Shareholder may elect to withdraw therefrom by promptly providing written notice to the Company and the underwriter, at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such sale). Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the Registration. (c) Cumulative Rights. The rights of the Holders pursuant to Sections 2.2 and 2.3 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any Registration as to which rights under Section 2.3 may exist at any time and for any reason without liability hereunder. In such event, the Company shall notify each Selling Shareholder that has delivered a Piggy-back Notice to participate therein. No Registration of Applicable Securities effected pursuant to a request under this Section 2.3 shall be deemed to be, or shall relieve the Company of its obligation to effect, a Registration upon request under Section 2.2 hereof. The Company may enter into other registration rights agreements; provided, however, that the rights and benefits of a securityholder with respect to Registration of the Company's securities as contained in any such other agreement shall be consistent with, and no more favorable to such securityholder than, the rights and benefits of holders of Registrable Securities as contained in this Agreement. 2.4 Obligations of the Company. (a) Registration Expenses. All Registration Expenses incurred in connection with a Registration pursuant to Sections 2.2 and 2.3 shall be borne by the Company. Each Selling Shareholder shall bear its respective proportionate share (based on the total number of shares sold in such Registration ) of all underwriting discounts or commissions payable to underwriters or brokers in connection with such offerings. (b) Registration. Whenever required to effect the Registration of any Applicable Securities under this Agreement, the Company shall, as soon as reasonably practicable: (i) Prepare, and as soon as reasonably practicable after receiving a Demand Notice or Piggy-back Notice, file with the SEC a Registration Statement relating to the offer and sale of such Applicable Securities on any applicable form, and in the case of a Demand Registration Statement, on any applicable form the Requestor may reasonably request (which may include a "shelf" Registration Statement on Form S-3 for use in connection with a delayed or continuous offering under Rule 415 promulgated under the Securities Act), and use all reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the date of filing of the Registration Statement, and to keep such Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by the Selling Shareholders for resales of the Applicable Securities for a period ending on the earlier of (i) 180 days from the Effective Time of such Registration Statement and (ii) such time as all of such Applicable Securities have been disposed of by the Selling Shareholders. (ii) Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement. (iii) Furnish to each Selling Shareholder or its agents, prior to the Effective Time, a copy of the Registration Statement initially filed with the Commission, and such number of copies of each amendment thereto and each amendment or supplement, if any, to the Prospectus included therein, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Applicable Securities owned by them that are included in such Registration. (iv) Promptly take such action as may be reasonably necessary so that (i) each of the Registration Statement and any amendment thereto and the Prospectus forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference in each case), when it becomes effective, complies in all material respects with the Securities Act and the 1934 Act and the respective rules and regulations thereunder, (ii) each of the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) each of the Prospectus forming part of the Registration Statement, and any amendment or supplement to such Prospectus, does not at any time during the period during which the Company is required to keep a Registration Statement continuously effective (other than any period during which it is entitled and elects to postpone offers and sales under Section 2.2(d) (each, a "Postponement Period")) include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (v) Promptly upon learning thereof, advise each Selling Shareholder, and shall confirm such advice in writing if so requested by any such Selling Shareholder: (a) when the Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (b) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus included therein or for additional information; (c) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose; (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included in the Registration Statement for sale in any jurisdiction or the initiation of any proceeding for such purpose; (e) following the effectiveness of any Registration Statement, of the happening of any event or the existence of any state of facts that requires the making of any changes in the Registration Statement or the Prospectus included therein so that, as of such date, such Registration Statement and Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to such Selling Shareholder to suspend the use of the Prospectus until the requisite changes have been made which instruction such Selling Shareholders agree to follow); and (f) if at any time any of the representations and warranties of the Company contemplated by paragraph (xii) below cease to be true and correct or will not be true and correct as of the closing date for the offering. (vi) Use its reasonable best efforts to prevent the issuance, and if issued to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement. (vii) Upon written request, furnish to each Selling Shareholder, without charge, at least one copy of the Registration Statement and all post-effective amendments thereto, including financial statements and schedules, and all reports, other documents and exhibits that are filed with or incorporated by reference in the Registration Statement. (viii) During the period the Company is required to keep a Registration Statement continuously effective under Section 2.4(b)(i) or elects to keep effective, deliver to each Selling Shareholder and any managing underwriter or agent, without charge, as many copies of the Prospectus included in the Registration Statement and any amendment or supplement thereto and other documents as they may reasonably request to facilitate the distribution of the Applicable Securities; and the Company consents to the use of the Prospectus, with any amendment or supplement thereto, by each of the Selling Shareholders and any managing underwriter or agent in connection with the offering and sale of the Applicable Securities covered by the Prospectus and any amendment or supplement thereto during such period. (ix) Use reasonable efforts to register or qualify or cooperate with the Selling Shareholders and their respective counsel in connection with the registration or qualification of such Applicable Securities for offer and sale under any applicable securities or "blue sky" laws of such jurisdictions within the United States as any Selling Shareholder may reasonably request, use reasonable efforts to keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for the period during which the Company is required to keep a Registration Statement continuously effective under Section 2.4(b)(i) or elects to keep effective and take any and all other actions reasonably requested by a Selling Shareholder which are necessary or advisable to enable the disposition in such jurisdictions of such Applicable Securities; provided, however, that nothing contained in this Section shall require the Company to (A) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section or (B) take any action which would subject it to general service of process or taxation in any such jurisdiction if it is not then so subject. (x) Use reasonable best efforts to cause all such Applicable Securities to be sold pursuant to the Registration Statement to be listed on any securities exchange or automated quotation service on which securities of the Company are listed or quoted. (xi) Cooperate with the Selling Shareholders to facilitate the timely preparation and delivery of certificates representing Applicable Securities to be sold pursuant to the Registration Statement, which certificates shall comply with the requirements of any securities exchange or automated quotation service on which any securities of the Company are listed and quoted, and which certificates shall be free of any restrictive legends and in such permitted denominations and registered in such names as the Selling Shareholders or any managing underwriter or agent may request in connection with the sale of Applicable Securities pursuant to the Registration Statement. (xi) Upon the occurrence of any fact or event contemplated by Section 2.4(b)(v)(e) hereof, the Company shall promptly prepare a post-effective amendment or supplement to the Registration Statement or the Prospectus, or any document incorporated therein by reference, or file any other required document so that, after such amendment or supplement, such Registration Statement and Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be required to take any such action during a Postponement Period (but it shall promptly thereafter). In the event that the Company notifies the Selling Shareholders of the occurrence of any event contemplated by Section 2.4(b)(v)(e) hereof, each Seller Shareholder agrees, as a condition of the inclusion of any of such Seller Shareholder's Applicable Securities in the Registration Statement, to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made. (xii) Enter into such customary agreements (including an underwriting agreement in customary form in the event of an underwritten offering) and take all other reasonable and appropriate action in order to expedite and facilitate the registration and disposition of the Applicable Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures substantially identical to those set forth in Section 2.7 hereof with respect to all parties to be indemnified pursuant to Section 2.7 hereof. In addition, in such agreements, the Company will make such representations and warranties to the Selling Shareholders and the underwriters or agents, if any, in form, substance and scope as are customarily made by investment grade issuers in equity offerings by the issuer. The Selling Shareholders shall be party to such agreements and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Selling Shareholders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of the Selling Shareholders. No Selling Shareholder shall be required to make any representations or warranties to or agreements with the Company or the underwriters or agents other than representations, warranties or agreements relating to such Selling Shareholder, its Applicable Securities and its intended method of distribution or any other representations required by law. (xiii) Agree, if requested by the managing underwriter in an underwritten offering, not to effect any public sale or distribution of any securities the same as or similar to the Applicable Securities registered under the Registration Statement relating to such offering, or any securities convertible into or exchangeable or exercisable for such Applicable Securities, during the ten day period prior to, and during the 180-day period beginning on, the effective date of a Registration Statement or, if later, the commencement of the public distribution of securities to the extent timely notified in writing by the managing underwriters. The Selling Shareholders agree, if reasonably requested by the managing underwriter in an underwritten primary offering of equity securities by the Company or securities convertible into or exchangeable for such securities, not to effect a public sale or distribution of Applicable Securities the same as or similar to those being registered in such underwritten offering (except as part of such offering) during the ten day period prior to, and during the 180-day period beginning on, the effective date of the Registration Statement relating thereto or, if later, the commencement of the public distribution of such securities, to the extent timely notified in writing by such managing underwriter. (xiv) Use reasonable best efforts to: (a) (1) make reasonably available for inspection by the Selling Shareholders, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Selling Shareholder or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and (2) cause the Company's officers, directors and employees to supply all information reasonably requested by such Selling Shareholders or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated by the Company, in good faith, as confidential shall be kept confidential by such Selling Shareholders and any such underwriter, attorney, accountant or agent, unless such disclosure is required in connection with a court proceeding after such advance notice to the Company (to the extent practicable in the circumstances) so as to permit the Company to contest the same, or required by law, or such records, information or documents become available to the public generally or through a third party without an accompanying obligation of confidentiality; and provided further that, if the foregoing inspection and information gathering would interfere with the Company's conduct of its business or potentially compromise the confidentiality of any information, such inspection and information gathering shall be conducted by a single attorney and accountant on behalf of the Selling Shareholders and a single attorney and accountant on behalf of the underwriters designated by and on behalf of the Selling Shareholders and the underwriters; (b) in connection with any underwritten offering, obtain opinions of counsel to the Company (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the underwriters) addressed to the underwriters, covering the matters customarily covered in opinions requested in secondary underwritten offerings of equity securities, to the extent reasonably required by the applicable underwriting agreement; (c) if requested, in connection with any underwritten offering, obtain "cold comfort" letters and updates thereof from the independent public accountants of the Company (and, if necessary, from the independent public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each Selling Shareholder participating in such underwritten offering (if such Selling Shareholder has provided such letter, representations or documentation, if any, required for such cold comfort letter to be so addressed) and the underwriters, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with secondary underwritten offerings of equity securities; (d) in connection with any underwritten offering, deliver such documents and certificates as may be reasonably requested by any Selling Shareholders participating in such underwritten offering and the underwriters, if any, including, without limitation, certificates to evidence compliance with any material conditions contained in the underwriting agreement or other agreements entered into by the Company; and (e) comply with all applicable rules and regulations of the Commission and, if required at the time, make generally available to its security holders, as soon as reasonably practicable (but not more than twelve months) after the effective date of the Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder. (xv) Not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Applicable Securities which are in a form eligible for deposit with The Depository Trust Company. (xvi) Cooperate with each Selling Shareholder and each underwriter or agent participating in the disposition of such Applicable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD"). (xvii) As soon as reasonably practicable after filing with the Commission of any document which is incorporated by reference into the Registration Statement or the Prospectus, upon written request, provide copies of such document to counsel for each Selling Shareholder and to the managing underwriters and agents, if any. (xviii) Provide and cause to be maintained a transfer agent and registrar for all Applicable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement. (xix) take all other steps necessary to effect the timely Registration of the Applicable Securities covered by the Registration Statements contemplated hereby. 2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 that each Selling Shareholder shall deliver to the Company a duly completed Notice and Questionnaire, and furnish to the Company such information regarding it, the Registrable Securities held by it, the intended method of disposition of such securities as shall be required to timely effect the Registration of their Registrable Securities, and such other information as may be required by law for inclusion in the Registration Statement. 2.6 Delay of Registration. Neither Requestor nor any Eligible Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such Registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. 2.7 Indemnification. In the event any Registrable Securities are included in a Registration Statement under Sections 2.2 or 2.3: (a) By the Company. To the extent permitted by law, the Company will indemnify and hold harmless, each Selling Shareholder, and their respective members, officers, employees and agents, any underwriter (as defined in the Securities Act), selling agent or other securities professional for the Selling Shareholders and each Person, if any, who controls any Selling Shareholder, underwriter, selling agent or other securities professional within the meaning of the Securities Act or the 1934 Act against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the 1934 Act or other federal or state law or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any Prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any federal or state securities law or any role or regulation promulgated under the Securities Act, the 1934 Act or any federal or state securities law in connection with the offering covered by such Registration Statement; and the Company will reimburse each Selling Shareholder and their respective members, officers, employees and agents, underwriter, selling agent or other securities professional or controlling Person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (A) the Company will not be liable, in an offering in which the Company did not execute an underwriting agreement or in which there was no underwriter, to any Selling Shareholder under this Section with respect to any Prospectus to the extent that any such loss, liability, claim, damage or expense of such holder results from the fact that a Selling Shareholder sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus if the Company has previously and timely furnished copies thereof to such Holder; (B) the indemnity agreement contained in this subsection 2.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Company (which consent shall not be unreasonably withheld), and (C) the Company shall not be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such Registration by or on behalf of a Selling Shareholder. (b) By each Selling Shareholder. To the extent permitted by law, each Selling Shareholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, each Person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter (as defined in the Securities Act), selling agent or other securities professional for the Company against any losses, claims, damages or liabilities to which the Company or any such director, officer, controlling Person, or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Shareholder expressly for use in connection with such Registration; and such Selling Shareholder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling Person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Selling Shareholder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by any Selling Shareholder under this Section 2.7(b) in respect of any Violation shall not exceed the proceeds (net of underwriters' and brokers' discounts and commissions) received by such Selling Shareholder in the registered offering out of which such Violation arises. For the avoidance of doubt, this provision shall not impose any indemnity obligation on a Selling Shareholder to the extent that the Violation did not occur in reliance upon and in conformity with written information furnished by such Person. (c) Notice. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that if the indemnifying party assumes such defense the indemnifying party shall have no further liability for the fees and expenses of counsel paid by the indemnified party, except that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party except to the extent of any actual prejudice. (d) Contribution. If the indemnification provided in this section 2.7 is unavailable or insufficient to hold harmless an indemnified party under Section 2.7(a) or (b), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Selling Shareholders on the other from the offering of the securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Selling Shareholder(s) on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other equitable considerations. The relative benefits received by the Company on the one hand and the Selling Shareholder(s) on the other shall be deemed to be in the same proportion as the total net proceeds from the offering received by the Company bear to the total net proceeds received by the Selling Shareholder(s). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact related to information supplied by the Company or written information supplied by a Selling Shareholder, and the parties' relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this paragraph (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim that is the subject of this Section. Notwithstanding the provisions of this Section, a Selling Shareholder shall not be required to contribute any amount in excess of the amount of the total net proceeds (net of commissions) received by such Selling Shareholder from the sale of the securities pursuant to this Agreement exceeds the amount of any damages or expenses that a Selling Shareholder has otherwise been required to pay, or has incurred, by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligations of the Selling Shareholders in this Section 2.7(d) to contribute shall be several in proportion to the percentage of principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint. (e) Survival. The obligations of the Company and Eligible Holders under this Section 2.7 shall survive the completion of any offering of Registrable Securities in a Registration Statement, and otherwise. 2.8 Termination of the Company's Obligations. The Company shall have no obligations pursuant to Section 2 with respect to: (i) any request or requests for Registration made by a Requestor on a date more than twelve (12) years after the date of this Agreement; or (ii) any Registrable Securities proposed to be sold by a Requestor in a Registration pursuant to Section 2.2 or 2.3 if, in the opinion of counsel to the Company, all such Registrable Securities are Unrestricted Securities. 3. GENERAL PROVISIONS. 3.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. This Agreement shall extend to all successive transferees of the Note and Registrable Securities, each of which Persons are hereby made third party beneficiaries hereof and may enforce the terms of this Agreement as if such Person was a direct party hereto. 3.2 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their successors and assigns and third party beneficiaries hereof, any rights or remedies under or by reason of this Agreement. 3.3 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. In any court proceeding, each Holder agrees to submit to the jurisdiction of the federal court selected by the Company, and venue of any action concerning this Agreement shall be in Kings County, New York state. In the event that the federal court selected by the Company shall not have jurisdiction, each Holder agrees to submit to the jurisdiction of the New York state court in Kings County selected by the Company. Each Holder hereby irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of such venue and any claim that any such forum is an inconvenient forum. Nothing in this Section shall impair the right of the Company to bring any action or proceeding against any Holder or its property in the courts of any other county or jurisdiction and each Holder irrevocably submits to the nonexclusive jurisdiction of the appropriate courts (as selected by the Company) of the jurisdiction in which the Company is organized or any place where any property or any office of the Company is located. 3.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 3.5 Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference. 3.6 Notices. Any notice required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective for five days after being placed in the mail, if mailed by regular U.S. mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be: If to the Company: Gabelli Asset Management Inc. One Corporate Center Rye, New York 10580 Attn: James E. McKee, Esq. Facsimile: (914) 921-5384 If to the Investors: c/o Chilton Investment Company, Inc. 1266 East Main Street, 7th Floor Stamford, Connecticut 06902 Attn: General Counsel Facsimile: (203) 352-4006 3.7 Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, experts' fees and costs, including those for pretrial, trial, on appeal, in arbitration and in bankruptcy and all other costs and necessary disbursements associated with any such actions, in addition to any other relief to which such party may be entitled. The foregoing shall be in addition to, and shall not limit, any other rights that the non-breaching party may have against the breaching party at law or in equity. 3.8 Adjustments for Stock Splits, Etc. Wherever in this Agreement there is a reference to a specific number of shares of common stock of the Company of any class or series, then, upon the occurrence of any subdivision, combination or stock dividend of such class or series of stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the affect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend. 3.9 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Company and Investor (or, following assignment and transfer of any Registrable Securities, by those Holders owning more than 50% of the Registrable Securities). Any amendment or waiver effected in accordance with this Section shall be binding upon each future holder of Registrable Securities, and Company. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof, whether or not similar, nor shall any such waiver constitute a continuing waiver. No waiver shall be binding unless expressed as such in a document executed by the party making the waiver. 3.10 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. 3.11 Entire Agreement. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the parties with respect to the subject matter hereof. [The balance of this page intentionally left blank] IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date and year first above written. GABELLI ASSET MANAGEMENT INC. By: /s/ Robert S. Zuccaro -------------------------------------- Name: Robert S. Zuccaro Title: Vice President and CFO CHILTON INTERNATIONAL, LP By: Chilton Investment Co., Inc. By: /s/ Patty Mallon -------------------------------------- Name: Patty Mallon Title: Managing Director CHILTON OPPORTUNITY INTERNATIONAL, LP By: Chilton Investment Co., Inc. By: /s/ Patty Mallon -------------------------------------- Name: Patty Mallon Title: Managing Director CHILTON INVESTMENT PARTNERS, LP By: Chilton Investment Co., Inc. By: /s/ Patty Mallon -------------------------------------- Name: Patty Mallon Title: Managing Director CHILTON OPPORTUNITY TRUST, LP By: Chilton Investment Co., Inc. By: /s/ Patty Mallon -------------------------------------- Name: Patty Mallon Title: Managing Director CHILTON QP INVESTMENT PARTNERS, LP By: Chilton Investment Co., Inc. By: /s/ Patty Mallon -------------------------------------- Name: Patty Mallon Title: Managing Director EXHIBIT A --------- Gabelli Asset Management Inc. Notice of Registration Statement and Questionnaire ------------- (Date) Reference is hereby made to the Registration Rights Agreement (the "Registration Rights Agreement"), dated December 27, 2001, between Gabelli Asset Management Inc. ("Gabelli") and various investments fund affiliated with Chilton Investment Company, Inc. Gabelli [has filed] with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form ____ (the "Registration Statement") for the registration and resale under the Securities Act of 1933, as amended (the "Securities Act"), of Gabelli's [Title of Securities] (the "Securities"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each Holder of Registrable Securities is entitled to have the Registrable Securities owned by it included in the Registration Statement. In order to have Registrable Securities included in the Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to Gabelli's counsel at the address set forth herein. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire (i) will not be named as selling securityholders in the Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and related Prospectus. Accordingly, Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and related Prospectus. ELECTION The undersigned Holder (the "Selling Shareholder") of Registrable Securities hereby elects to include in the Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement, including, without limitation, Section 2.7 of the Registration Rights Agreement, as if the undersigned Selling Shareholder were an original party thereto. The Selling Shareholder hereby provides the following information to Gabelli and represents and warrants that such information is accurate and complete: QUESTIONNAIRE (1) (a) Full Legal Name of Selling Shareholder: (b) Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in (3) below: (2) Address for Notices to Selling Shareholder: Telephone: Fax: Contact Person: (3) Except as set forth below in this Item (3), the undersigned does not beneficially own any Registrable Securities. (a) Number and type of Registrable Securities (as defined in the Registration Rights Agreement) beneficially owned: (b) Number and type of Registrable Securities which the undersigned wishes to be included in the Registration Statement: (4) Beneficial Ownership of other securities of Gabelli: Except as set forth below in this Item (4), the undersigned Selling Shareholder is not the beneficial or registered owner of any shares or any other securities of Gabelli, other than the Registrable Securities listed above in Item (3). State any exceptions here: (5) Relationships with Gabelli: Except as set forth below, neither the Selling Shareholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with Gabelli (or its predecessors or affiliates) during the past three years. State any exceptions here: (6) Plan of Distribution: Except as set forth below, the undersigned Selling Shareholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Shareholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Shareholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Shareholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: In the event that the Selling Shareholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to Gabelli, the Selling Shareholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing below, the Selling Shareholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Registration Statement and related Prospectus. The Selling Shareholder understands that such information will be relied upon by Gabelli in connection with the preparation of the Registration Statement and related Prospectus. In accordance with the Selling Shareholder's obligation under Section 2.5 of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the Selling Shareholder agrees to promptly notify Gabelli of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Registration Statement remains in effect. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: Gabelli Asset Management Inc. One Corporate Center Rye, New York 10580 Attn: James E. McKee, Esq. Facsimile: (914) 921-5384 Once this Notice and Questionnaire is executed by the Selling Shareholder and received by Gabelli, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of Gabelli and the Selling Shareholder (with respect to the Registrable Securities beneficially owned by such Selling Shareholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York. IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent. Dated: ----------------------- Selling Shareholder By: --------------------------------------- Name: Title: PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO GABELLI'S COUNSEL AT: EX-5 4 s398031.txt EXHIBIT 5.1 EXHIBIT 5.1 ----------- [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] February 3, 2003 Gabelli Asset Management Inc. One Corporate Center Rye, New York 10580 Re: Gabelli Asset Management Inc. - Registration Statement on Form S-3 -------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to Gabelli Asset Management Inc., a New York corporation (the "Company"), in connection with the preparation of a registration statement on Form S-3 relating to the resale of up to 500,000 shares (the "Shares") of the Company's Class A Common Stock, par value $0.001 per share (the "Common Stock"), by the stockholders of the Company (the "Selling Stockholders") named in the registration statement referred to below. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement on Form S-3 relating to the Shares filed with the Securities and Exchange Commission (the "Commission") under the Act on February 3, 2003 (the "Registration Statement"); (ii) the stock purchase agreement, dated as of December 27, 2001, entered into by and among Gabelli Group Capital Partners, Inc., a New York corporation ("GGCP"), and each of the Selling Stockholders (the "Purchase Agreement"), pursuant to which we have been advised that the Selling Shareholders acquired the Shares; (iii) the exchange and stock repurchase agreement, dated December 27, 2001, entered into by and among GGCP and the Company (the "Exchange and Stock Repurchase Agreement"), pursuant to which we have been advised that the Shares were originally issued; (iv) the Amended and Restated Certificate of Incorporation of the Company, as amended to date; (v) the Amended and Restated By-laws of the Company, as amended to date; (vi) a specimen certificate representing the Common Stock; and (vii) certain resolutions of the Board of Directors of the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents executed or to be executed by parties other than the Company, we have assumed that such parties had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and due execution and delivery by such parties of such documents and the validity and binding effect thereof. As to any facts material to the opinion expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. Members of our firm are admitted to the practice of law in the State of New York, and we do not express any opinion as to the laws of any jurisdiction other than the laws of the State of New York. For the purpose of rendering the opinion set forth below, we have assumed that (i) the consideration recited in the resolutions of the Board of Directors of the Company approving the original issuance of the Shares has been received in full by the Company, and (ii) the certificates representing the Shares conform to the specimen examined by us. Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the Shares have been validly issued and are fully paid and nonassessable (except as provided in Section 630 of the New York Business Corporation Law). This opinion is delivered to you solely for use in connection with the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose, or relied upon by any other person, without our express written permission. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP EX-23 5 consentfinal.txt EX 23(B) Consent of Ernst & Young LLP EXHIBIT 23(b) We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 and related Prospectus of Gabelli Asset Management Inc. (the "Company") for the registration of 500,000 shares of Class A Common Stock and to the incorporation by reference therein of our report dated March 18, 2002, with respect to the consolidated financial statements and schedules of the Company included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP - ------------------------ Ernst & Young LLP 5 Times Square New York, New York 10036 February 3, 2003 -----END PRIVACY-ENHANCED MESSAGE-----