8-K
Associated Capital Group, Inc. (ACGP)
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) November 29, 2022
ASSOCIATED CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-37387 | 47-3965991 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 191 Mason Street, Greenwich, CT | 06830 | |
| (Address of principal executive offices) | (Zip Code) |
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.001 per share | AC | New York Stock Exchange |
| Item 8.01 | Other Events. |
|---|
On November 29, 2022, Associated Capital Group, Inc. (NYSE: AC) (“Associated Capital”), announced additional details regarding the $0.15 per share shareholder designated charitable contribution approved by its Board of Directors. A copy of the related press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 99.1 | Associated Capital Group’s Press Release, dated November 29, 2022. |
| --- | --- |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
| --- | --- |
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.
Associated Capital Group, Inc.
By: /s/ Ian J. McAdams
Ian J. McAdams
Interim Co-Chief Financial Officer
Date: December 2, 2022
ex_452605.htm
Exhibit 99.1
 |
191 Mason Street<br> Greenwich, Connecticut 06830<br><br> <br>t: 203.629.9595<br><br> <br>Associated-Capital-Group.com | |
|---|---|---|
| For Immediate Release: | Contact: | Douglas R. Jamieson<br><br> <br>Chief Executive Officer<br><br> <br>(203) 629-9595<br><br> <br>info@associated-capital-group.com |
Associated Capital Group's Board of Directors Approves $3.3 Million
Shareholder Designated Charitable Contribution, Bringing Total to $34 million
Greenwich, CT, November 29, 2022 – The Board of Associated Capital Group (NYSE: AC) has approved a $0.15 per share Shareholder Designated Charitable Contribution ("SDCC") for all registered Class A and Class B shareholders. To be eligible, shareholders will have until December 31, 2022 to register shares directly with Computershare, AC's transfer agent. Shareholders will then have an opportunity to designate a 501(c)(3) organization to receive the $0.15 per share SDCC.
Based on the approximately 22 million shares currently outstanding, AC's total contribution will be approximately $3.3 million. In early January, AC will provide forms to registered holders to designate recognized 501(c)(3) organizations. A list of eligible charities is available at Guidestar.org (https://www.guidestar.org/search).
Since its inception as a public company, through the SDCC, the shareholders of AC have donated approximately $34 million to over 160 different charities that address a broad range of local, national, and international concerns.
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 several core pillars: Gabelli Private Equity Partners, LLC (“GPEP”), formed in August 2017 with $150 million of authorized capital as a “fund-less” sponsor; and Gabelli Principal Strategies Group, LLC (“GPS”), created to pursue strategic operating initiatives.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Our disclosure and analysis in this press release contain “forward-looking statements”. Forward-looking statements convey our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, the economy and other conditions, there can be no assurance that our actual results will not differ materially from what we expect or believe. Therefore, you should proceed with caution in relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.