SC TO-I 1 toi10758003_09262018.htm

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

Transaction Valuation* Amount of Filing Fee**
$87,147,776.10 $10,849.90
*This valuation assumes the exchange of up to 1,800,000 shares of Associated Capital Group, Inc. Class A common stock for shares of GAMCO Investors, Inc. Class A common stock. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended, based on the product of (i) $24.42, the average of the high and low sales prices per share of GAMCO Class A common stock on September 26, 2018, as reported on the New York Stock Exchange, and (ii) 1,800,000, the maximum number of shares of GAMCO Class A common stock to be exchanged in the offer for the transaction consideration.
**The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.0001245 multiplied by the estimated transaction valuation.
 

 

ýCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $10,849.90 Filing Party: GAMCO Investors, Inc.
Form or Registration No.: Form S-4 and Form S-4/A Dates Filed: September 17, 2018 and September 27, 2018
(Registration No. 333-227384)

 

¨Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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

¨third-party tender offer subject to Rule 14d-1
ýissuer tender offer subject to Rule 13e-4
¨going-private transaction subject to Rule 13e-3
¨amendment to Schedule 13D under Rule 13d-2

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:

¨Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

2

 

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 1,800,000 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 1.9 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 September 17, 2018, as amended on September 27, 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 September 26, 2018, there were 3,913,334 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.

3

 

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 sections of 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,” “Special Factors — Effects of the Offer” 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 — The Offer,” “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 September 26, 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 GAMCO as of September 26, 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.

4

 

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.

Exhibit No.   Description
     
(a)(1)(A)  

Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to GAMCO Investors, Inc.’s Registration Statement on Form S-4 filed on September 27, 2018).

     
(a)(1)(B)  

Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to Amendment No. 1 to GAMCO Investors, Inc.’s Registration Statement on Form S-4 filed on September 27, 2018).

     
(a)(1)(C)  

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to GAMCO Investors, Inc.’s Registration Statement on Form S-4 filed on September 27, 2018).

     
(a)(1)(D)  

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to Amendment No. 1 to GAMCO Investors, Inc.’s Registration Statement on Form S-4 filed on September 27, 2018).

     
(a)(4)  

Prospectus/Offer to Exchange (incorporated by reference to Amendment No. 1 to GAMCO Investors, Inc.’s Registration Statement on Form S-4 filed on September 27, 2018).

     
(a)(5)(A)  

Press Release issued by Associated Capital Group, Inc., dated September 27, 2018, announcing the commencement of the Offer.

     
(b)   Not applicable.
     
(d)   Not applicable.
     
(g)   Not applicable.
     
(h)   Not applicable.

 

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

Not applicable.

5

 

EXHIBIT A

Transaction Date Number and Type of Securities Price Per Share Type of Transaction
       
Associated Capital Group, Inc. 

 

8/1/2018 1,901 shares of Class A Common Stock $36.79 Stock buyback by Associated Capital Group, Inc.
8/2/2018 2,100 shares of Class A Common Stock $36.72 Stock buyback by Associated Capital Group, Inc.
8/3/2018 2,500 shares of Class A Common Stock $36.83 Stock buyback by Associated Capital Group, Inc.
8/6/2018 2,500 shares of Class A Common Stock $36.02 Stock buyback by Associated Capital Group, Inc.
8/7/2018 1,154 shares of Class A Common Stock $35.80 Stock buyback by Associated Capital Group, Inc.
8/8/2018 8,300 shares of Class A Common Stock $35.75 Stock buyback by Associated Capital Group, Inc.
8/14/2018 1,100 shares of Class A Common Stock $37.87 Stock buyback by Associated Capital Group, Inc.
8/17/2018 200 shares of Class A Common Stock $37.00 Stock buyback by Associated Capital Group, Inc.
8/31/2018 400 shares of Class A Common Stock $36.93 Stock buyback by Associated Capital Group, Inc.

 

 

 

 

EXHIBIT B

Transaction Date Number and Type of Securities Price Per Share Type of Transaction

 

Kieran Caterina

 

8/7/2018 5,000 shares of Class A Common Stock $0.00 Receipt of a restricted stock award

 

Kevin Handwerker

 

8/7/2018 5,500 shares of Class A Common Stock $0.00 Receipt of a restricted stock award

 

Douglas Jamieson

 

8/7/2018 15,000 shares of Class A Common Stock $0.00 Receipt of a restricted stock award

 

Diane LaPointe

 

8/7/2018 5,000 shares of Class A Common Stock $0.00 Receipt of a restricted stock award
8/9/2018 3,996 Shares of Class A Common Stock $26.15 Sale of common stock

 

Agnes Mullady

 

8/7/2018 6,000 shares of Class A Common Stock $0.00 Receipt of a restricted stock award

 

Gamco Investors, Inc.

 

7/31/2018 50 Shares of Class A Common Stock $24.76 Stock buyback by Gamco Investors, Inc.
7/31/2018 1 Share of Class A Common Stock $24.78 Stock buyback by Gamco Investors, Inc.
7/31/2018 100 Shares of Class A Common Stock $24.99 Stock buyback by Gamco Investors, Inc.
7/31/2018 299 Shares of Class A Common Stock $25.14 Stock buyback by Gamco Investors, Inc.
7/31/2018 100 Shares of Class A Common Stock $25.17 Stock buyback by Gamco Investors, Inc.
7/31/2018 650 Shares of Class A Common Stock $25.18 Stock buyback by Gamco Investors, Inc.
8/1/2018 100 Shares of Class A Common Stock $23.79 Stock buyback by Gamco Investors, Inc.
8/1/2018 100 Shares of Class A Common Stock $23.81 Stock buyback by Gamco Investors, Inc.
8/1/2018 600 Shares of Class A Common Stock $23.84 Stock buyback by Gamco Investors, Inc.
8/1/2018 400 Shares of Class A Common Stock $24.68 Stock buyback by Gamco Investors, Inc.
8/2/2018 200 Shares of Class A Common Stock $24.95 Stock buyback by Gamco Investors, Inc.
8/2/2018 3 Shares of Class A Common Stock $24.97 Stock buyback by Gamco Investors, Inc.

 

 

 

8/2/2018 150 Shares of Class A Common Stock $25.03 Stock buyback by Gamco Investors, Inc.
8/2/2018 450 Shares of Class A Common Stock $25.16 Stock buyback by Gamco Investors, Inc.
8/2/2018 97 Shares of Class A Common Stock $25.31 Stock buyback by Gamco Investors, Inc.
8/2/2018 300 Shares of Class A Common Stock $25.32 Stock buyback by Gamco Investors, Inc.
8/3/2018 500 Shares of Class A Common Stock $25.03 Stock buyback by Gamco Investors, Inc.
8/3/2018 100 Shares of Class A Common Stock $25.04 Stock buyback by Gamco Investors, Inc.
8/3/2018 262 Shares of Class A Common Stock $25.35 Stock buyback by Gamco Investors, Inc.
8/3/2018 27 Shares of Class A Common Stock $25.40 Stock buyback by Gamco Investors, Inc.
8/3/2018 116 Shares of Class A Common Stock $25.43 Stock buyback by Gamco Investors, Inc.
8/3/2018 131 Shares of Class A Common Stock $25.46 Stock buyback by Gamco Investors, Inc.
8/3/2018 64 Shares of Class A Common Stock $25.50 Stock buyback by Gamco Investors, Inc.
8/6/2018 100 Shares of Class A Common Stock $25.54 Stock buyback by Gamco Investors, Inc.
8/6/2018 100 Shares of Class A Common Stock $25.55 Stock buyback by Gamco Investors, Inc.
8/6/2018 4 Shares of Class A Common Stock $25.56 Stock buyback by Gamco Investors, Inc.
8/6/2018 100 Shares of Class A Common Stock $25.59 Stock buyback by Gamco Investors, Inc.
8/6/2018 100 Shares of Class A Common Stock $25.60 Stock buyback by Gamco Investors, Inc.
8/6/2018 796 Shares of Class A Common Stock $25.61 Stock buyback by Gamco Investors, Inc.
8/7/2018 84 Shares of Class A Common Stock $25.29 Stock buyback by Gamco Investors, Inc.
8/7/2018 100 Shares of Class A Common Stock $25.30 Stock buyback by Gamco Investors, Inc.
8/7/2018 100 Shares of Class A Common Stock $25.33 Stock buyback by Gamco Investors, Inc.
8/7/2018 100 Shares of Class A Common Stock $25.35 Stock buyback by Gamco Investors, Inc.
8/7/2018 816 Shares of Class A Common Stock $25.37 Stock buyback by Gamco Investors, Inc.
8/9/2018 400 Shares of Class A Common Stock $26.09 Stock buyback by Gamco Investors, Inc.
8/9/2018 600 Shares of Class A Common Stock $26.08 Stock buyback by Gamco Investors, Inc.
8/10/2018 19 Shares of Class A Common Stock $25.62 Stock buyback by Gamco Investors, Inc.
8/10/2018 100 Shares of Class A Common Stock $25.88 Stock buyback by Gamco Investors, Inc.
8/10/2018 108 Shares of Class A Common Stock $25.92 Stock buyback by Gamco Investors, Inc.

 

B-2

 

8/10/2018 100 Shares of Class A Common Stock $25.92 Stock buyback by Gamco Investors, Inc.
8/10/2018 200 Shares of Class A Common Stock $25.92 Stock buyback by Gamco Investors, Inc.
8/10/2018 100 Shares of Class A Common Stock $25.92 Stock buyback by Gamco Investors, Inc.
8/10/2018 373 Shares of Class A Common Stock $25.92 Stock buyback by Gamco Investors, Inc.
8/10/2018 100 Shares of Class A Common Stock $25.70 Stock buyback by Gamco Investors, Inc.
8/10/2018 500 Shares of Class A Common Stock $25.73 Stock buyback by Gamco Investors, Inc.
8/10/2018 100 Shares of Class A Common Stock $25.73 Stock buyback by Gamco Investors, Inc.
8/10/2018 300 Shares of Class A Common Stock $25.73 Stock buyback by Gamco Investors, Inc.
8/13/2018 2 Shares of Class A Common Stock $25.88 Stock buyback by Gamco Investors, Inc.
8/13/2018 100 Shares of Class A Common Stock $25.93 Stock buyback by Gamco Investors, Inc.
8/13/2018 100 Shares of Class A Common Stock $25.93 Stock buyback by Gamco Investors, Inc.
8/13/2018 200 Shares of Class A Common Stock $25.93 Stock buyback by Gamco Investors, Inc.
8/13/2018 100 Shares of Class A Common Stock $25.88 Stock buyback by Gamco Investors, Inc.
8/13/2018 98 Shares of Class A Common Stock $25.88 Stock buyback by Gamco Investors, Inc.
8/13/2018 100 Shares of Class A Common Stock $25.85 Stock buyback by Gamco Investors, Inc.
8/13/2018 100 Shares of Class A Common Stock $25.85 Stock buyback by Gamco Investors, Inc.
8/15/2018 1600 Shares of Class A Common Stock $25.98 Stock buyback by Gamco Investors, Inc.
8/15/2018 1000 Shares of Class A Common Stock $25.95 Stock buyback by Gamco Investors, Inc.
8/16/2018 662 Shares of Class A Common Stock $25.95 Stock buyback by Gamco Investors, Inc.
8/16/2018 1000 Shares of Class A Common Stock $26.00 Stock buyback by Gamco Investors, Inc.
8/16/2018 600 Shares of Class A Common Stock $25.98 Stock buyback by Gamco Investors, Inc.
8/17/2018 4 Shares of Class A Common Stock $25.75 Stock buyback by Gamco Investors, Inc.
8/17/2018 221 Shares of Class A Common Stock $25.94 Stock buyback by Gamco Investors, Inc.
8/17/2018 13 Shares of Class A Common Stock $26.00 Stock buyback by Gamco Investors, Inc.
8/17/2018 1583 Shares of Class A Common Stock $26.05 Stock buyback by Gamco Investors, Inc.
8/17/2018 779 Shares of Class A Common Stock $26.03 Stock buyback by Gamco Investors, Inc.
8/20/2018 1000 Shares of Class A Common Stock $26.00 Stock buyback by Gamco Investors, Inc.
8/20/2018 600 Shares of Class A Common Stock $25.98 Stock buyback by Gamco Investors, Inc.

 

B-3

 

8/20/2018 300 Shares of Class A Common Stock $25.99 Stock buyback by Gamco Investors, Inc.
8/20/2018 100 Shares of Class A Common Stock $26.00 Stock buyback by Gamco Investors, Inc.
8/20/2018 100 Shares of Class A Common Stock $25.95 Stock buyback by Gamco Investors, Inc.
8/20/2018 200 Shares of Class A Common Stock $25.99 Stock buyback by Gamco Investors, Inc.
8/20/2018 400 Shares of Class A Common Stock $26.00 Stock buyback by Gamco Investors, Inc.
8/21/2018 400 Shares of Class A Common Stock $26.15 Stock buyback by Gamco Investors, Inc.
8/22/2018 1400 Shares of Class A Common Stock $25.95 Stock buyback by Gamco Investors, Inc.
8/22/2018 500 Shares of Class A Common Stock $25.96 Stock buyback by Gamco Investors, Inc.
8/22/2018 700 Shares of Class A Common Stock $25.94 Stock buyback by Gamco Investors, Inc.
8/22/2018 100 Shares of Class A Common Stock $25.91 Stock buyback by Gamco Investors, Inc.
8/23/2018 700 Shares of Class A Common Stock $25.50 Stock buyback by Gamco Investors, Inc.
8/23/2018 2000 Shares of Class A Common Stock $25.64 Stock buyback by Gamco Investors, Inc.
8/24/2018 1217 Shares of Class A Common Stock $25.75 Stock buyback by Gamco Investors, Inc.
8/24/2018 100 Shares of Class A Common Stock $25.74 Stock buyback by Gamco Investors, Inc.
8/24/2018 304 Shares of Class A Common Stock $25.81 Stock buyback by Gamco Investors, Inc.
8/24/2018 621 Shares of Class A Common Stock $25.98 Stock buyback by Gamco Investors, Inc.
8/24/2018 379 Shares of Class A Common Stock $26.05 Stock buyback by Gamco Investors, Inc.
8/24/2018 79 Shares of Class A Common Stock $25.99 Stock buyback by Gamco Investors, Inc.
8/27/2018 2000 Shares of Class A Common Stock $26.21 Stock buyback by Gamco Investors, Inc.
8/27/2018 900 Shares of Class A Common Stock $26.19 Stock buyback by Gamco Investors, Inc.
8/28/2018 100 Shares of Class A Common Stock $25.98 Stock buyback by Gamco Investors, Inc.
8/28/2018 718 Shares of Class A Common Stock $26.05 Stock buyback by Gamco Investors, Inc.
8/28/2018 2000 Shares of Class A Common Stock $26.10 Stock buyback by Gamco Investors, Inc.
8/28/2018 82 Shares of Class A Common Stock $26.08 Stock buyback by Gamco Investors, Inc.
8/29/2018 778 Shares of Class A Common Stock $26.10 Stock buyback by Gamco Investors, Inc.
8/29/2018 22 Shares of Class A Common Stock $26.09 Stock buyback by Gamco Investors, Inc.
8/29/2018 2100 Shares of Class A Common Stock $26.00 Stock buyback by Gamco Investors, Inc.

 

B-4

 

8/30/2018 200 Shares of Class A Common Stock $25.62 Stock buyback by Gamco Investors, Inc.
8/30/2018 95 Shares of Class A Common Stock $25.60 Stock buyback by Gamco Investors, Inc.
8/31/2018 1101 Shares of Class A Common Stock $25.53 Stock buyback by Gamco Investors, Inc.
9/4/2018 78 Shares of Class A Common Stock $25.75 Stock buyback by Gamco Investors, Inc.
9/4/2018 2146 Shares of Class A Common Stock $25.87 Stock buyback by Gamco Investors, Inc.
9/4/2018 676 Shares of Class A Common Stock $25.86 Stock buyback by Gamco Investors, Inc.
9/5/2018 80 Shares of Class A Common Stock $25.94 Stock buyback by Gamco Investors, Inc.
9/5/2018 320 Shares of Class A Common Stock $26.05 Stock buyback by Gamco Investors, Inc.
9/5/2018 7 Shares of Class A Common Stock $26.00 Stock buyback by Gamco Investors, Inc.
9/6/2018 1014 Shares of Class A Common Stock $25.75 Stock buyback by Gamco Investors, Inc.
9/6/2018 100 Shares of Class A Common Stock $25.74 Stock buyback by Gamco Investors, Inc.
9/11/2018 600 Shares of Class A Common Stock $26.00 Stock buyback by Gamco Investors, Inc.
9/11/2018 300 Shares of Class A Common Stock $25.90 Stock buyback by Gamco Investors, Inc.
9/12/2018 1400 Shares of Class A Common Stock $25.85 Stock buyback by Gamco Investors, Inc.
9/13/2018 100 Shares of Class A Common Stock $25.93 Stock buyback by Gamco Investors, Inc.
9/13/2018 300 Shares of Class A Common Stock $25.92 Stock buyback by Gamco Investors, Inc.
9/13/2018 400 Shares of Class A Common Stock $25.93 Stock buyback by Gamco Investors, Inc.
9/14/2018 800 Shares of Class A Common Stock $25.97 Stock buyback by Gamco Investors, Inc.
9/17/2018 100 Shares of Class A Common Stock $25.88 Stock buyback by Gamco Investors, Inc.
9/17/2018 400 Shares of Class A Common Stock $25.96 Stock buyback by Gamco Investors, Inc.
9/18/2018 5 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 5 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 6 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 6 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 10 Shares of Class A Common Stock $25.88 Stock buyback by Gamco Investors, Inc.
9/18/2018 15 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 30 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 44 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.

 

B-5

 

9/18/2018 45 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 56 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 70 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 100 Shares of Class A Common Stock $25.8 Stock buyback by Gamco Investors, Inc.
9/18/2018 100 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 109 Shares of Class A Common Stock $25.88 Stock buyback by Gamco Investors, Inc.
9/18/2018 344 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 374 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/18/2018 481 Shares of Class A Common Stock $25.88 Stock buyback by Gamco Investors, Inc.
9/18/2018 600 Shares of Class A Common Stock $25.8 Stock buyback by Gamco Investors, Inc.
9/18/2018 600 Shares of Class A Common Stock $25.65 Stock buyback by Gamco Investors, Inc.
9/19/2018 1 Shares of Class A Common Stock $25.57 Stock buyback by Gamco Investors, Inc.
9/19/2018 2 Shares of Class A Common Stock $25.61 Stock buyback by Gamco Investors, Inc.
9/19/2018 2 Shares of Class A Common Stock $25.57 Stock buyback by Gamco Investors, Inc.
9/19/2018 11 Shares of Class A Common Stock $25.57 Stock buyback by Gamco Investors, Inc.
9/19/2018 20 Shares of Class A Common Stock $25.57 Stock buyback by Gamco Investors, Inc.
9/19/2018 38 Shares of Class A Common Stock $25.57 Stock buyback by Gamco Investors, Inc.
9/19/2018 50 Shares of Class A Common Stock $25.61 Stock buyback by Gamco Investors, Inc.
9/19/2018 100 Shares of Class A Common Stock $25.70 Stock buyback by Gamco Investors, Inc.
9/19/2018 100 Shares of Class A Common Stock $25.61 Stock buyback by Gamco Investors, Inc.
9/19/2018 100 Shares of Class A Common Stock $25.61 Stock buyback by Gamco Investors, Inc.
9/19/2018 100 Shares of Class A Common Stock $25.61 Stock buyback by Gamco Investors, Inc.
9/19/2018 100 Shares of Class A Common Stock $25.61 Stock buyback by Gamco Investors, Inc.
9/19/2018 100 Shares of Class A Common Stock $25.57 Stock buyback by Gamco Investors, Inc.
9/19/2018 100 Shares of Class A Common Stock $25.57 Stock buyback by Gamco Investors, Inc.
9/19/2018 100 Shares of Class A Common Stock $25.57 Stock buyback by Gamco Investors, Inc.
9/19/2018 100 Shares of Class A Common Stock $25.57 Stock buyback by Gamco Investors, Inc.

 

B-6

 

9/19/2018 100 Shares of Class A Common Stock $25.57 Stock buyback by Gamco Investors, Inc.
9/19/2018 100 Shares of Class A Common Stock $25.57 Stock buyback by Gamco Investors, Inc.
9/19/2018 348 Shares of Class A Common Stock $25.61 Stock buyback by Gamco Investors, Inc.
9/19/2018 390 Shares of Class A Common Stock $25.66 Stock buyback by Gamco Investors, Inc.
9/19/2018 510 Shares of Class A Common Stock $25.66 Stock buyback by Gamco Investors, Inc.
9/20/2018 59 Shares of Class A Common Stock $25.95 Stock buyback by Gamco Investors, Inc.
9/20/2018 100 Shares of Class A Common Stock $25.96 Stock buyback by Gamco Investors, Inc.
9/20/2018 841 Shares of Class A Common Stock $25.95 Stock buyback by Gamco Investors, Inc.
9/21/2018 1 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 1 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 9 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 16 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 29 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 45 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 45 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 46 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 54 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 55 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 75 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 84 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 100 Shares of Class A Common Stock $25.90 Stock buyback by Gamco Investors, Inc.
9/21/2018 100 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 115 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 200 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 570 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 655 Shares of Class A Common Stock $25.80 Stock buyback by Gamco Investors, Inc.
9/21/2018 800 Shares of Class A Common Stock $25.90 Stock buyback by Gamco Investors, Inc.
9/24/2018 1 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.

 

B-7

 

9/24/2018 1 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 1 Shares of Class A Common Stock $25.00 Stock buyback by Gamco Investors, Inc.
9/24/2018 2 Shares of Class A Common Stock $25.00 Stock buyback by Gamco Investors, Inc.
9/24/2018 2 Shares of Class A Common Stock $24.98 Stock buyback by Gamco Investors, Inc.
9/24/2018 10 Shares of Class A Common Stock $25.00 Stock buyback by Gamco Investors, Inc.
9/24/2018 16 Shares of Class A Common Stock $25.00 Stock buyback by Gamco Investors, Inc.
9/24/2018 24 Shares of Class A Common Stock $25.00 Stock buyback by Gamco Investors, Inc.
9/24/2018 54 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 99 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 100 Shares of Class A Common Stock $25.11 Stock buyback by Gamco Investors, Inc.
9/24/2018 100 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 100 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 100 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 100 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 100 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 100 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 100 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 100 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 100 Shares of Class A Common Stock $25.00 Stock buyback by Gamco Investors, Inc.
9/24/2018 100 Shares of Class A Common Stock $25.00 Stock buyback by Gamco Investors, Inc.
9/24/2018 132 Shares of Class A Common Stock $24.98 Stock buyback by Gamco Investors, Inc.
9/24/2018 145 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 165 Shares of Class A Common Stock $25.00 Stock buyback by Gamco Investors, Inc.
9/24/2018 200 Shares of Class A Common Stock $24.98 Stock buyback by Gamco Investors, Inc.
9/24/2018 300 Shares of Class A Common Stock $25.00 Stock buyback by Gamco Investors, Inc.
9/24/2018 400 Shares of Class A Common Stock $25.15 Stock buyback by Gamco Investors, Inc.
9/24/2018 448 Shares of Class A Common Stock $24.98 Stock buyback by Gamco Investors, Inc.
9/24/2018 500 Shares of Class A Common Stock $25.00 Stock buyback by Gamco Investors, Inc.

9/25/2018

 

3600 Shares of Class A Common Stock

$24.75

 

Stock buyback by Gamco Investors, Inc.

B-8

 

 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: September 27, 2018

  Associated Capital Group, INC.
   
   
  By:

/s/ Francis J. Conroy

    Name: Francis J. Conroy
    Title: Interim Chief Financial Officer

 

 

 

EXHIBIT INDEX

Exhibit No.   Description
     
(a)(1)(A)  

Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to GAMCO Investors, Inc.’s Registration Statement on Form S-4 filed on September 27, 2018).

     
(a)(1)(B)  

Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to Amendment No. 1 to GAMCO Investors, Inc.’s Registration Statement on Form S-4 filed on September 27, 2018).

     
(a)(1)(C)  

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to GAMCO Investors, Inc.’s Registration Statement on Form S-4 filed on September 27, 2018).

     
(a)(1)(D)  

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to Amendment No. 1 to GAMCO Investors, Inc.’s Registration Statement on Form S-4 filed on September 27, 2018).

     
(a)(4)  

Prospectus/Offer to Exchange (incorporated by reference to Amendment No. 1 to GAMCO Investors, Inc.’s Registration Statement on Form S-4 filed on September 27, 2018).

     
(a)(5)(A)  

Press Release issued by Associated Capital Group, Inc., dated September 27, 2018, announcing the commencement of the Offer.

     
(b)   Not applicable.
     
(d)   Not applicable.
     
(g)   Not applicable.
     
(h)   Not applicable.