Form 8-K Associated Capital Group For: Jul 21
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) July 21, 2020
ASSOCIATED CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-37387
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47-3965991
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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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191 Mason Street, Greenwich, CT
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06830
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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 (203) 629-9595
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.001 per share
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AC
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New York Stock Exchange
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Regulation FD Disclosure.
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On July 20, 2020, Associated Capital Group, Inc. issued a press release concerning its investment in Gabelli Value Plus Trust+ Plc.
A copy of the press release is furnished herewith as Exhibit 99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as may be expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form
8-K.
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Financial Statements and Exhibits.
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Associated Capital Group’s Press Release, dated July 20, 2020.
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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 hereunto duly authorized.
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Associated Capital Group, Inc.
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By: /s/ Kenneth D. Masiello
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Chief Accounting Officer
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Date: July 21, 2020
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Exhibit 99.1
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191 Mason Street
Greenwich, CT 06830
+1 203-629-9595
Associated-Capital-Group.com
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For Immediate Release:
Associated Capital Group, Inc.’s Investment in Gabelli Value Plus+ Trust
GREENWICH, CT, July 20, 2020 – Associated Capital Group, Inc. (“AC” or the “Company”) announces that its Board of Directors have deliberated on the Company’s investment in the Gabelli Value Plus+
Trust (“GVP” or the “Trust”) and will vote in favor of GVP’s continuation at its upcoming Annual General Meeting on July 30th.
Associated Capital views GVP as a differentiated long-term investment for AC’s value-orientated portfolio, owing in part to the London Stock Exchange’s established and historical market structure and favorable company rules for investment
trusts. To enhance shareholder value and the Trust’s liquidity, AC would support GVP adopting a 5% distribution policy, paid semi-annually; a reset of fees to 0.85% based on net asset value; and an active share buyback program in which it would
participate on a pari passu basis to stay under 29% ownership.
Investec Bank plc acted as listing sponsor to GVP, taking the Trust public in 2015, and was well aware of our ownership and corporate structure at the time. Investec Wealth & Investment and subsequent buyers in the market, including 1607
Capital Partners and CG Asset Management, have also been well aware of Associated Capital’s ownership structure and affiliation with the advisor Gabelli Funds.
The ACG Board of Directors will continue to closely monitor the performance of GVP and U.S. market conditions. The Board may reconsider its ownership in light of other investment opportunities including ownership of privately held companies.
About Associated Capital Group, Inc.
Associated Capital, based in Greenwich Connecticut, is a diversified global financial services company that provides alternative investment management through Gabelli & Company Investment
Advisers, Inc. (“GCIA” f/k/a Gabelli Securities, Inc.). We have also earmarked proprietary capital for our direct investment business that invests in new and existing businesses. The direct investment business is developing along three core
pillars: Gabelli Private Equity Partners, LLC (“GPEP”), formed in August 2017 with $150 million of authorized capital as a “fund-less” sponsor; the SPAC business (Gabelli special purpose acquisition vehicles), launched in April 2018; and Gabelli
Principal Strategies Group, LLC (“GPS”) created to pursue strategic operating initiatives.
For Further information
Please contact
Kevin Handwerker
General Counsel
+1 (203) 629-9595