-----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, EaU9ZNl8VWsKXG71hSJ4enuOLlj2LmXFDHWOV1VJufPJxrC98LigEubbOfMM4B6r 0wVV1GELRAE1mE0DxIhMKQ== 0001157523-05-005531.txt : 20050615 0001157523-05-005531.hdr.sgml : 20050614 20050615151727 ACCESSION NUMBER: 0001157523-05-005531 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050615 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050615 DATE AS OF CHANGE: 20050615 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14761 FILM NUMBER: 05897442 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 1 a4911724.txt GABELLI ASSET MANAGEMENT 8-K 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) June 15, 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 urisdiction 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 June 13, 2005, Gabelli Asset Management Inc. (the "Company") issued a press release stating that its Board of Directors approved the accelerated vesting of all unvested stock options. As of May 31, 2005, there were 552,000 unvested options, the majority of which are scheduled to vest in the first half of 2006. These options will now vest on July 1, 2005. The press release also sets forth the impact of the accelerated vesting on the Company's financial statements but does not provide any estimate or projections of future financial results. A copy of the Company's press release is attached hereto as Exhibit 99 and hereby incorporated by reference. Item 9.01 Financial Statements and Exhibits Exhibit 99 Company's Press Release dated June 13, 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: June 15, 2005 ------------- EX-99.1 2 a4911724ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99 Gabelli Accelerates Vesting of Stock Options RYE, N.Y.--(BUSINESS WIRE)--June 13, 2005--Gabelli Asset Management Inc. (NYSE: GBL) announced today that its Board of Directors has approved the accelerated vesting of all unvested stock options. As of May 31, 2005, there were 552,000 unvested options, the majority of which are scheduled to vest in the first half of 2006. These options will now vest on July 1, 2005. As previously disclosed, the Company adopted SFAS No. 123, "Accounting for Stock Based Compensation" on January 1, 2003 and SFAS No. 123(R), "Share-Based Payment" on January 1, 2005. The unvested stock options that will now vest on July 1, 2005 were all granted subsequent to January 1, 2003. The vesting of these options provides Gabelli the flexibility to settle the options or repurchase the shares underlying the options in a more effective and timely manner. In accordance with SFAS No. 123(R), the acceleration of vesting will result in the recognition of approximately $1.8 million of additional compensation expense during the second quarter 2005. This amount would normally have been expensed over the remaining estimated life of the options. This will reduce fully diluted earnings per share by approximately $0.03 per share in the second quarter 2005 versus the prior year quarter. However, future quarters will no longer have stock option related compensation expense. Earnings will be higher by approximately $0.01 per fully diluted share in both the third and fourth quarter of 2005 as compared to the prior year quarters. For the full year 2006, the impact of this acceleration of stock option related compensation expense in 2005 and the subsequent reduction in 2006 will amount to incremental earnings of $0.05 per fully diluted share versus 2005. Gabelli Asset Management Inc., through its subsidiaries, manages approximately $28.0 billion in assets of private advisory accounts (GAMCO), mutual funds and closed-end funds (Gabelli Funds, LLC), and partnerships and offshore funds (Investment Partnerships). 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. CONTACT: Gabelli Asset Management Inc. Michael R. Anastasio, 914-921-5147 For further information please visit: www.gabelli.com -----END PRIVACY-ENHANCED MESSAGE-----