0001060349-15-000033.txt : 20151218 0001060349-15-000033.hdr.sgml : 20151218 20151217180934 ACCESSION NUMBER: 0001060349-15-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151217 ITEM INFORMATION: Other Events FILED AS OF DATE: 20151218 DATE AS OF CHANGE: 20151217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GAMCO INVESTORS, INC. ET AL CENTRAL INDEX KEY: 0001060349 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134007862 STATE OF INCORPORATION: DE FISCAL YEAR END: 0923 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14761 FILM NUMBER: 151294789 BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER STREET 2: 401 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149213700 MAIL ADDRESS: STREET 1: ONE CORPORATE CENTER STREET 2: 401 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: GABELLI ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19990112 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA G INC DATE OF NAME CHANGE: 19980423 8-K 1 gbl8kdebt121715.htm FORM 8-K, DATED DECEMBER 17, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) Decvember 17, 2015
 
 
GAMCO INVESTORS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-14761
 
13-4007862
(State or other
jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
One Corporate Center, Rye, NY
 
 
 
10580
(Address of principal executive offices)
 
 
 
(Zip Code)
 
Registrant's telephone number, including area code (914) 921-3700


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 
 
 
Item 8.01
 
Other Events.

  On December 17, 2015, GAMCO Investors, Inc. announced it has extended the expiration date of its previous offer (the “Offer”) to purchase for cash up to US$100 million aggregate principal amount of its outstanding 5.875% Senior Notes due June 1, 2021 (the “Notes”) (CUSIP 361438AB0).  A copy of the related press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.
 
  
  The information furnished under Item 2.02, including the exhibit attached hereto, is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.
 
 
 
 
Item 9.01
 
Financial Statements and Exhibits.

  (d) Exhibits
 
  99.1  GAMCO's Press Release, dated December 17, 2015.
 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
GAMCO Investors, Inc.
 
By: /s/ Kieran Caterina
 
Kieran Caterina
Senior Vice Presdeint and Co-Chief Accounting Officer
 
Date:December 17, 2015
Exhibit Index
 
Exhibit No.
 
99.1  GAMCO's Press Release, dated December 17, 2015.
 
 EX-99.1 2 ex99121715.htm EXHIBIT 99.1, DATED DECEMBER 17, 2015
Exhibit 99.1
 
 
                                                                                                                   For immediate release:  Contact:  Douglas R. Jamieson
President & Chief Operating Officer
Phone: (914) 921-5020
For further information please visit
www.gabelli.com

GAMCO Announces Extension of Offer to Purchase
Any and All of the US$100 Million Aggregate Principal Amount of its
 Outstanding 5.875% Senior Notes Due June 1, 2021
RYE, New York, December 17, 2015 – GAMCO Investors, Inc. (“GAMCO”) (NYSE: GBL) today announced it has extended the expiration date of its previous offer (the “Offer”) to purchase for cash up to US$100 million aggregate principal amount of its outstanding 5.875% Senior Notes due June 1, 2021 (the “Notes”) (CUSIP 361438AB0).
The Offer was made pursuant to the offer to purchase, dated November 18, 2015 (the “Offer to Purchase”), which set forth the terms and conditions of the Offer.
The Offer will now expire at 5:00 p.m., New York City time, on December 28, 2015 (the “Offer Expiration Date”).  The settlement date is expected to occur on the first business day following the Offer Expiration Date, subject to all conditions to the Offer having been satisfied or waived by GAMCO.
The aggregate principal amount of Notes validly tendered pursuant to the Offer was $55,550,000 as of 5:00 p.m., New York City time, on December 16, 2015.
This press release is neither an offer to purchase nor a solicitation to buy any of these Notes nor is it a solicitation for acceptance of the Offer.  GAMCO made the Offer only by, and pursuant to the terms of, the Offer to Purchase.  The Offer was not made to (nor were tenders of Notes accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  This announcement must be read in conjunction with the Offer to Purchase.
ABOUT GAMCO INVESTORS, INC.
GAMCO Investors, Inc., through its subsidiaries, manages private advisory accounts (GAMCO Asset Management Inc.) and mutual funds and closed-end funds (Gabelli Funds, LLC).  As of September 30, 2015, GAMCO had $39.6 billion in assets under management.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this release, including without limitation the anticipated consummation and successful completion of the Offer (including the extension of the expiration date and satisfaction of the conditions described in the Offer to Purchase) and the possible amendment, further extension or abandonment of the Offer, contain information that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, the use of terms such as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,” “assumes” and similar expressions identify forward-looking statements. All statements that address operating performance, events or developments that GAMCO expects or anticipates will occur in the future are forward-looking statements. Although we believe that the expectations set forth in the forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous uncertainties and risks. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may differ materially from those set forth in the forward-looking statements. In accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, GAMCO has included in its Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent Forms 10-Q and 8-K, cautionary language identifying other important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.  Any forward-looking statements speak only as of the date of this press release. GAMCO expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.