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
Commission File Number 1-14761
____________
February 8, 2002 (February 4, 2002)
Date of Report (Date Of Earliest Event Reported)
Gabelli Asset Management Inc.
(Exact name of Registrant as specified in its charter)
New York 13-4007862
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
One Corporate Center, Rye, New York 10580
(Address of Principal Executive Office) (Zip Code)
(914) 921-5100
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if applicable)
Item 5. Other Events.
On February 4, 2002, Gabelli Asset Management Inc. (the
"Company") filed a Prospectus Supplement, dated January 31, 2002, to the
Prospectus dated December 28, 2001, included as part of the Registration
Statement on Form S-3 of the Company, GBL Trust I and GBL Trust II (File
Nos. 333-74676) (the "Registration Statement"), relating to the offering of
up to 3,800,000 of the Company's FELINE PRIDES(sm). On January 31, 2002,
the Company entered into a Purchase Agreement with Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Gabelli & Company,
Inc., relating to the offering and sale by the Company of up to 3,800,000
FELINE PRIDES under the Registration Statement. The FELINE PRIDES initially
consist of units referred to as Income PRIDES. Each Income PRIDES consists
of (i) a purchase contract under which the holder agreed to purchase from
the Company and the Company agreed to sell to the holder shares of its
class A common stock on February 17, 2005 and (ii) a senior note due
February 17, 2007 of the Company. In connection with this offering, the
Company is filing certain exhibits as part of this Form 8-K. See "Item 7.
Exhibits." A copy of certain agreements related to the offering are
attached hereto as exhibits and are incorporated by reference in their
entirety.
Item 7. Exhibits.
(c) Exhibits
Exhibit
No. Description
- ------- -----------
1.1 Purchase Agreement, dated January 31, 2002, between Gabelli
Asset Management Inc. and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Gabelli & Company, Inc.
4.1 Indenture, dated as of February 6, 2002, between Gabelli Asset
Management Inc. and The Bank of New York, as Trustee.
4.2 First Supplemental Indenture, dated as of February 6, 2002,
between Gabelli Asset Management Inc. and The Bank of
New York, as Trustee.
4.3 Form of Note (included in Exhibit 4.2).
4.4 Purchase Contract Agreement, dated as of February 6, 2002,
between Gabelli Asset Management Inc. and The Bank of
New York, as Purchase Contract Agent.
4.5 Form of Income PRIDES Certificate (included in Exhibit 4.4).
4.6 Form of Growth PRIDES Certificate (included in Exhibit 4.4).
4.7 Pledge Agreement, dated as of February 6, 2002,
among Gabelli Asset Management Inc., JPMorgan
Chase Bank, as Collateral Agent, and The Bank of
New York, as Purchase Contract Agent.
4.8 Remarketing Agreement, dated as of February 6, 2002, among
Gabelli Asset Management Inc., The Bank of New York, as
Purchase Contract Agent, and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as
Remarketing Agent.
5.1 Opinion of James E. McKee regarding the legality of the
FELINE PRIDES.
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
tax matters.
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 hereunder duly authorized.
CENDANT CORPORATION
By: /s/ Robert S. Zuccaro
-------------------------------------
Robert S. Zuccaro
Vice President and Chief Financial Officer
Date: February 8, 2002
GABELLI ASSET MANAGEMENT INC.
CURRENT REPORT ON FORM 8-K
Report Dated February 8, 2002 (February 4, 2002)
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
1.1 Purchase Agreement, dated January 31, 2002, between
Gabelli Asset Management Inc. and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Gabelli & Company, Inc.
4.1 Indenture, dated as of February 6, 2002, between
Gabelli Asset Manage ment Inc. and The Bank of New York,
as Trustee.
4.2 First Supplemental Indenture, dated as of February 6, 2002,
between Gabelli Asset Management Inc. and The Bank
of New York, as Trustee.
4.3 Form of Note (included in Exhibit 4.2).
4.4 Purchase Contract Agreement, dated as of February 6, 2002,
between Gabelli Asset Management Inc. and The Bank
of New York, as Purchase Contract Agent.
4.5 Form of Income PRIDES Certificate (included in Exhibit 4.4).
4.6 Form of Growth PRIDES Certificate (included in Exhibit 4.4).
4.7 Pledge Agreement, dated as of February 6, 2002, among
Gabelli Asset Management Inc., JPMorgan Chase Bank, as
Collateral Agent, and The Bank of New York, as Purchase
Contract Agent.
4.8 Remarketing Agreement, dated as of February 6, 2002,
among Gabelli Asset Management Inc., The Bank of New York,
as Purchase Contract Agent, and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
Remarketing Agent.
5.1 Opinion of James E. McKee regarding the legality of the
FELINE PRIDES.
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
tax matters.