-----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, BvZaqu3OHcPKTygboMhPmBXk4Nijooax6Rr6UL8Kl5xIprO0LFdJIeRYw044WwML p3NDwpS8jDEC0yBpdQE5rQ== 0001157523-05-002239.txt : 20050307 0001157523-05-002239.hdr.sgml : 20050307 20050304204351 ACCESSION NUMBER: 0001157523-05-002239 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050304 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050307 DATE AS OF CHANGE: 20050304 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14761 FILM NUMBER: 05662606 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 8-K/A 1 a4836707.txt GABELLI ASSET MANAGEMENT INC. 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 4, 2005 GABELLI ASSET MANAGEMENT INC. (Exact name of registrant as specified in its charter) New York 1-14761 13-4007862 (State or other (Commission File Number) (IRS Employer jurisdiction of incorporation) 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. The following information is furnished pursuant to Item 8.01, "Other Events." On February 28, 2005, Gabelli Asset Management Inc. (the "Company") furnished a Form 8-K under item 8.01 to which it attached the Company's press release dated February 28, 2005 setting forth the pro forma statement of financial condition as of February 17, 2005 based on December 31, 2004 balances adjusted for the issuance of 1,517,483 shares of class A common stock and the receipt of $70,567,500 in proceeds. The Company is filing this Form 8-K/A to make certain corrections to the Company's press release dated February 28, 2005 that was attached as Exhibit 99 to the Company's Form 8-K filed on February 28, 2005. The corrections are: (i) to the December 31, 2004 statement of financial condition to properly reflect Dividends payable and Stockholders' equity at that date for the $0.60 per share special dividend paid on January 18, 2005 and (ii) to the pro forma February 17, 2005 statement of financial condition to properly reflect Cash and cash equivalents, Dividends payable and Stockholders' equity at that date for the $0.60 per share special dividend paid on January 18, 2005. The corrected press release is attached as Exhibit 99. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99 Company's corrected (unissued) Press Release dated February 28, 2005. 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. Gabelli Asset Management Inc. By: /s/ Michael R. Anastasio Jr. ----------------------------------- Michael R. Anastasio Jr. Chief Financial Officer Date: March 4, 2005 ------------- EX-99 2 a4836707ex99.txt EXHIBIT 99 One Corporate Center Rye, NY 10580-1422 Tel. (914) 921-5147 Fax (914) 921-5392 www.gabelli.com Gabelli Asset Management For Immediate Release: Contact: Michael R. Anastasio Chief Financial Officer (914) 921-5147 For further information please visit www.gabelli.com GABELLI PRO FORMA FINANCIAL DATA FOR SETTLEMENT OF MANDATORY CONVERTIBLE PURCHASE CONTRACTS Rye, New York, February 28, 2005 - Gabelli Asset Management Inc. (NYSE: GBL) issued 1,517,483 shares of class A common stock and received proceeds of $70,567,500 on February 17, 2005 in settlement of the purchase contracts issued pursuant to its mandatory convertible securities. Gabelli's statements of financial condition at December 31, 2003 and December 31, 2004 are presented in Table I along with a pro forma statement of financial condition as of February 17, 2005 based on December 31, 2004 balances, adjusted for the issuance of the common shares, the receipt of proceeds related to the issuance of shares and the $0.60 per share special dividend paid on January 18, 2005. On February 17, 2005, Gabelli's stockholders' equity totaled approximately $405 million on this pro forma basis compared to $378 million and $335 million on December 31, 2003 and 2004, respectively. Gabelli issued these mandatory convertible securities consisting of purchase contracts and senior notes in February 2002. The senior notes due February 17, 2007 were remarketed in November 2004 and the interest rate was reset from 6% to 5.22% at that time. During 2004, Gabelli returned over $100 million of earnings to shareholders through its stock buyback program and quarterly and special dividends. Gabelli Asset Management Inc., through its subsidiaries, manages approximately $28.7 billion in assets of private advisory accounts (GAMCO), mutual funds and closed-end funds (Gabelli Funds, LLC), and partnerships and offshore funds (Alternative Investment Group). SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION Our disclosure and analysis in this press release contain some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements because 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. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation: the adverse effect from a decline in the securities markets; a decline in the performance of our products; a general downturn in the economy; changes in government policy or regulation; changes in our ability to attract or retain key employees; and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations. We also direct your attention to any more specific discussions of risk contained in our Form 10-K and other public filings. We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations or if we receive any additional information relating to the subject matters of our forward-looking statements. Table I GABELLI ASSET MANAGEMENT INC. CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION (In thousands) (a) December 31, December 31, February 17, 2003 2004 2005 ------------ ------------ ------------ ASSETS (unaudited) (unaudited) Cash and cash equivalents $386,511 $257,096 $310,361 Investments 295,411 381,689 381,689 Receivables 39,667 46,571 46,571 Other assets 14,922 13,616 13,616 ------------ ------------ ------------ Total assets $736,511 $698,972 $752,237 ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Compensation payable $25,552 $27,645 $27,645 Dividends payable - 17,302 - Income taxes payable 12,323 8,526 8,526 Accrued expenses and other liabilities 27,900 22,142 22,142 ------------ ------------ ------------ Total operating liabilities 65,775 75,615 58,313 5.5% Senior notes (due May 15, 2013) 100,000 100,000 100,000 5% Convertible note (conversion price, $52 per share; note due August 14, 2011) 100,000 100,000 100,000 5.22% Senior notes (remarketed November 17, 2004;due February 17, 2007) - 82,308 82,308 Mandatory convertible securities (purchase contract settlement date, February 17, 2005; notes due February 17, 2007) 84,030 - - ------------ ------------ ------------ Total liabilities 349,805 357,923 340,621 Minority interest 8,395 6,171 6,171 Stockholders' equity (b) 378,311 334,878 405,445 ------------ ------------ ------------ Total liabilities and stockholders' equity $736,511 $698,972 $752,237 ============ ============ ============ (a) Represents pro forma statement of financial condition as of February 17, 2005 based on the December 31, 2004 statement of financial condition adjusted only for the issuance of 1,517,483 shares of class A common stock, the receipt of proceeds totaling $70,567,500 on February 17, 2005 in settlement of the purchase contracts issued pursuant to its mandatory convertible securities and the $0.60 per share special dividend paid on January 18, 2005. (b) Shares outstanding: 30,049,556 at 12/31/03; 28,837,034 at 12/31/04; 30,355,217 at 2/17/05.
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