form8k022709.htm
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) February 24, 2009
GAMCO
INVESTORS, INC.
(Exact
name of registrant as specified in its charter)
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New
York
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1-14761
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13-4007862
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(State
or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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One
Corporate Center, Rye, NY
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10580
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (914)
921-5000
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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On February
24, 2009, the Board of Directors of GAMCO Investors, Inc. (“GAMCO”)
elected Elisa M. Wilson to serve as a director of
GAMCO. Ms. Wilson, the daughter of GAMCO’s Chairman and Chief
Executive Officer and controlling shareholder, is the President and a Trustee of
the Gabelli Foundation, Inc., a Nevada private charitable
trust. She earned a BA from Boston College and a MA/EDM from
Columbia University. Ms. Wilson started as an employee of GAMCO in
1999 and has been on an unpaid leave for several years.
Ms.
Wilson is a shareholder of GGCP, Inc. (“GGCP”), the majority owner of GAMCO’s
Class B Stock, representing approximately 95% of the combined voting authority
and 72% of the outstanding shares of GAMCO’s common stock at December 31,
2008.
Ms.
Wilson is a limited partner in M4E, LLC (“M4E”), a partnership that is owned by
Ms Wilson and her siblings. GAMCO has leased an approximately 60,000 square foot
building located at 401 Theodore Fremd Avenue, Rye, New York as our headquarters
(the “Building”) from M4E since 1998. The triple net lease
started at $12 per sq. foot in 1998 and was $14.83 per sq. foot in
2008. In August of 2008, the lease was extended until 2023 and the
rent was increased to18 per sq. foot for 2009. For 2008, the rent on
this space totaled $889,570.
Ms.
Wilson is a limited partner of MJG IV Limited Partnership (“MJG
IV”). GAMCO sub-leases approximately 3,334 square feet in the
Building to LICT Corporation (“LICT”) at $28 per sq. foot plus certain
costs. MGJ IV is the majority shareholder of LICT. MJG IV
is also a shareholder of Teton, Advisor’s, Inc. (“Teton”). GAMCO has
entered into a number of agreements with Teton in connection with its pending
distribution of the shares of Class B Common Stock in Teton. These
agreements include a Separation and Distribution Agreement, a Transitional
Administrative and Management Services Agreement ("Administrative Agreement"),
Service Mark and Name License Agreement; and a sub-lease
agreement. Under the sub-lease agreement, Teton will pay GAMCO
$28 per sq. foot for the use of 1,642 sq. feet through 2023.
Please
refer to GAMCO’s 2008 Proxy Statement dated April 23, 2008, and Teton’s
Information Statement on Form 10 dated February 22, 2009 for additional details
on each of these related party relationships and other relationships involving
members of Ms. Wilson’s immediate family. These documents have all
been filed with the SEC. The section of the Proxy entitled, “Certain
Relationships and Related Transactions”, and the section of the Form 10
entitled, “Certain Relationships and Related Party Transactions”, are hereby
incorporated by reference herein and included as exhibits.
Item 9.01. Financial Statements and
Exhibits.
Exhibits
99.1
Certain Relationships and Related Party Transaction section of GAMCO’s Proxy
Statement dated April 23, 2008.
99.2
Certain Relationships and Related Party Transaction section from Teton’s
Information Statement on Form 10 dated February 22, 2009
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.
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GAMCO
Investors, Inc.
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By:
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/s/ Jeffrey
M. Farber
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Jeffrey
M. Farber
Chief
Financial Officer / Executive Vice
President
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