UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

____________________

ASSOCIATED CAPITAL GROUP, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror)

____________________

Class a Common Stock, par value $0.001 Per Share

(Title of Class of Securities)

____________________

045528106

(CUSIP Number of Class of Securities)

____________________

Francis J. Conroy

Associated Capital Group, Inc.

One Corporate Center,

Rye, NY 10580-1422

(203) 629-9595

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

____________________

With a copy to:

Steve Wolosky, Esq.

Elizabeth Gonzalez-Sussman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

____________________

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by Associated Capital Group, Inc., a Delaware corporation (“Associated Capital,” “AC Group” or “AC”). This Schedule TO relates to the offer by AC to exchange 1,000,000 shares of AC Class A common stock, par value $0.001 per share (“AC Class A common stock”), for outstanding shares of GAMCO Investors, Inc. (“GAMCO” or “GBL”) Class A common stock, par value $0.001 per share (“GAMCO Class A common stock”) that Associated Capital beneficially owns, which are validly tendered by AC stockholders in the offer and not properly withdrawn (subject to the terms and conditions set forth in the Prospectus/Offer to Exchange (as defined below) and the related Letter of Transmittal (as defined below), and together with any amendments or supplements thereto, the “Offer”). For each share of AC Class A common stock accepted in the exchange offer, AC stockholders will receive 1.35 shares of GAMCO Class A common stock, together with cash in lieu of any fractional share of GAMCO Class A common stock, without interest and less any applicable withholding taxes. Capitalized terms used and not otherwise defined in this Schedule TO shall have the respective meanings assigned to such terms in the Prospectus/Offer to Exchange.

GAMCO has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 on December 19, 2017, and as amended February 1, 2018, relating to the Offer and the GAMCO Class A common stock to be issued to holders of shares of AC Class A common stock that are validly tendered into the Offer and not properly withdrawn (as it may be amended from time to time, the “Registration Statement”). The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement and filed as Exhibit (a)(4) hereto (as it may be amended from time to time, the “Prospectus/Offer to Exchange”), and the related Letter of Transmittal, which is filed as Exhibit 99.1 to the Registration Statement (as it may be amended from time to time, the “Letter of Transmittal”). Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC, is hereby expressly incorporated into this Schedule TO by reference in response to all of the items of this Schedule TO, and is supplemented by the information specifically provided herein.

Item 1. Summary Term Sheet.

The information set forth in the section of the Prospectus/Offer to Exchange entitled “Summary Term Sheet” is incorporated into this Schedule TO by reference.

Item 2. Subject Company Information.

(a) The name of the issuer in the Offer is Associated Capital Group, Inc., a Delaware corporation. The address and telephone number of AC’s principal executive offices is One Corporate Center, Rye, NY 10580-1422, (203) 629-9595. The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Companies — Associated Capital” is incorporated into this Schedule TO by reference.

(b) Shares of AC Class A common stock are the subject securities in the Offer. As of January 31, 2018, there were 4,447,408 shares of AC Class A common stock, $0.001 par value per share, issued and outstanding. The information set forth in the section of the Prospectus/Offer to Exchange entitled “Comparative Market Price and Dividend Matters” is incorporated into this Schedule TO by reference.

(c) The information set forth in the section of the Prospectus/Offer to Exchange entitled “Comparative Market Price and Dividend Matters” is incorporated into this Schedule TO by reference.

Item 3. Identity and Background of Filing Person.

The filing person is the subject company. The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies — Associated Capital” and “Security Ownership of Certain Beneficial Owners and Management of Associated Capital” is incorporated into this Schedule TO by reference.

Item 4. Terms of the Transaction.

(a) The information set forth in the Prospectus/Offer to Exchange entitled “Summary Term Sheet,” “Special Factors,” “Exchange Offer Procedures,” “Material U.S. Federal Income Tax Consequences” and “Comparison of Securityholders’ Rights” is incorporated into this Schedule TO by reference.

(b) The information set forth in the section of the Prospectus/Offer to Exchange entitled “Special Factors — Interests of Certain Persons” is incorporated into this Schedule TO by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies,” “Special Factors — Background of the Offer,” “Special Factors — Interests of Certain Persons,” “Special Factors — Certain Relationships And Other Related Party Transactions” and “Security Ownership of Certain Beneficial Owners and Management of Associated Capital” is incorporated into this Schedule TO by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Summary Term Sheet” and “Special Factors — Associated Capital’s Reasons for the Offer” is incorporated into this Schedule TO by reference.

Item 7. Source and Amount of Funds or Other Consideration.

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Special Factors — Background of the Offer,” “Special Factors — Effects of the Offer,” “Special Factors — Interests of Certain Persons,” “Exchange Offer Procedures — Procedures for Tendering” and “Exchange Offer Procedures — Conditions to the Offer” is incorporated into this Schedule TO by reference.

Item 8. Interest in Securities of the Subject Company.

(a) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Special Factors — Interests of Certain Persons,” “The Companies — Associated Capital,” and “Security Ownership of Certain Beneficial Owners and Management of Associated Capital” is incorporated into this Schedule TO by reference.

(b) Based on the information available to AC as of January 31, 2018, there have been no transactions in AC Class A common stock by directors and executive officers of AC in the past 60 days. AC has had certain trades in the past 60 days, as set forth in the table provided in Exhibit A hereto. Based on the information available to AC as of January 31, 2018, the table provided in Exhibit B hereto sets forth the transactions in GAMCO Class A common stock by GAMCO and directors and executive officers of GAMCO in the past 60 days.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Special Factors — Fees and Expenses” and “Exchange Offer Procedures — Fees and Commissions” is incorporated into this Schedule TO by reference.

Item 10. Financial Statements.

(a) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Selected Historical Consolidated Financial Data of Associated Capital,” “Unaudited Comparative Per Share Data” and “Where To Obtain Additional Information” is incorporated into this Schedule TO by reference.

(b) Pro forma financial information for Associated Capital has not been provided because AC has determined that such information would not be material.

Item 11. Additional Information.

The information set forth in the Prospectus/Offer to Exchange and the Letter of Transmittal is incorporated into this Schedule TO by reference.

Item 12. Exhibits.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

EXHIBIT A

Associated Capital Group, Inc. 

EXHIBIT B

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 1, 2018

EXHIBIT INDEX