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.
|
|
ý
|
Check 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
|
|
ý
|
issuer 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)
|
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.
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.
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)
|
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Press Release issued by Associated Capital Group, Inc., dated September 27, 2018, announcing the commencement
of the Offer.
|
|
|
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(b)
|
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Not applicable.
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(d)
|
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Not applicable.
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(g)
|
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Not applicable.
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(h)
|
|
Not applicable.
|
Item 13. Information Required by Schedule
13E-3.
Not applicable.
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
|
8/7/2018
|
5,000 shares of Class A Common Stock
|
$0.00
|
Receipt of a restricted stock award
|
8/7/2018
|
5,500 shares of Class A Common Stock
|
$0.00
|
Receipt of a restricted stock award
|
8/7/2018
|
15,000 shares of Class A Common Stock
|
$0.00
|
Receipt of a restricted stock award
|
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
|
8/7/2018
|
6,000 shares of Class A Common Stock
|
$0.00
|
Receipt of a restricted stock award
|
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.
|
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.
|
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.
|
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.
|
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.
|
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.
|
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.
|
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.
|
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