gbl8k033109.htm
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) March 27, 2009
GAMCO
INVESTORS, INC.
(Exact
name of registrant as specified in its charter)
|
New
York
|
|
1-14761
|
|
13-4007862
|
|
(State
or other
jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
One
Corporate Center, Rye, NY
|
|
|
|
10580
|
|
(Address
of principal executive offices)
|
|
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (914)
921-5000
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))
Item 4.01 Changes in Registrant’s Certifying
Accountant.
(a),(b) On March 27, 2009, after a competitive proposal
process, the Audit Committee of the Board of Directors (the “Audit Committee”)
of GAMCO Investors, Inc. and Subsidiaries(“GAMCO”) approved the engagement of
Deloitte & Touche LLP (“D&T”) as the Company's independent registered
public accounting firm for the fiscal year ending December, 31, 2009, and
dismissed Ernst & Young, LLP (“EY”) from that role.
The
report of EY regarding GAMCO’s financial statements for the fiscal years ended
December 31, 2008 and December 31, 2007 did not contain any adverse opinion or
disclaimer of opinion and was not qualified or modified as to the uncertainty,
audit scope or accounting principles. During the fiscal years ended December 31,
2008 and December 31, 2007, respectively, and in the subsequent interim period
through March 27, 2009, there were (i) no disagreements between GAMCO and EY on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of EY, would have caused EY to make reference to the subject matter
of the disagreement in their reports on the financial statements for such years,
and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of
Regulation S−K.
GAMCO
provided EY with a copy of the disclosures it is making in this Current Report
on Form 8−K (the “Report”) prior to the time the Report was filed with the
Securities and Exchange Commission (the “Commission”). GAMCO
requested that EY furnish a letter addressed to the Commission stating whether
or not it agrees with the statements made herein. A copy of
EY's letter dated March 31, 2009 is attached as Exhibit 99.1
hereto.
D&T
was engaged on March 27, 2009. In deciding to engage D&T, the
Audit Committee reviewed auditor independence and existing commercial
relationships with D&T, and concluded that D&T has no commercial
relationship with GAMCO that would impair its independence. During the fiscal
years ended December 31, 2008 and December 31, 2007, respectively, and in the
subsequent interim period through March 27, 2009, neither the Company nor anyone
acting on its behalf has consulted with D&T on any of the matters or events
set forth in Item 304(a)(2) of Regulation S−K.
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.
|
GAMCO
Investors, Inc.
|
|
|
|
|
|
By:
|
|
/s/ Jeffrey
M. Farber
|
|
|
|
Jeffrey
M. Farber
Chief
Financial Officer/Executive Vice
President
|
Exhibit
Index Description
99.1 Letter of
Ernst & Young, LLP dated March 31, 2009.