SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13D-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(AMENDMENT NO. 1)*
GAMCO Investors, Inc.
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(Name of Issuer)
Class A Common Stock
--------------------
(Title of Class of Securities)
361438104
---------
(CUSIP Number)
December 31, 2010
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 2 of 13
CUSIP No. 361438104
1. NAMES OF REPORTING PERSONS
E.S. Barr & Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
440,665
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,665
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.32%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
Page 3 of 13
CUSIP No. 361438104
1. NAMES OF REPORTING PERSONS
Edward S. Barr
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 5. SOLE VOTING POWER
SHARES 3,233
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
3,233
8. SHARED DISPOSITIVE POWER
440,665
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
443,898
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.37%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
Page 4 of 13
CUSIP No. 361438104
1. NAMES OF REPORTING PERSONS
E.S. Barr Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
440,665
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,665
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.32%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
Page 5 of 13
ITEM 1.
(a) NAME OF ISSUER
GAMCO Investors, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
One Corporate Center
Rye, NY 10580-1422
ITEM 2.
(a) NAME OF PERSON FILING
E.S. Barr & Company
Edward S. Barr
E.S. Barr Holdings, LLC
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
The business address for each reporting person is:
1999 Richmond Road
Suite 1B
Lexington, KY 40502
(c) CITIZENSHIP
E.S. Barr & Company is a corporation organized under the
laws of the Commonwealth of Kentucky
Edward S. Barr is a citizen of the United States of America
E.S. Barr Holdings, LLC is a limited liability company
organized under the laws of the Commonwealth of Kentucky
(d) TITLE OF CLASS OF SECURITIES
Class A Common Stock
(e) CUSIP NUMBER
361438104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) or
240.13d-2(b) or (c), check WHETHER THE PERSON FILING IS A:
E.S. Barr & Company -
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
Page 6 of 13
(c) |_| Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| A non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J);
(k) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____________
Edward S. Barr -
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
Page 7 of 13
(g) |X| A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| A non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J);
(k) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____________
E.S. Barr Holdings, LLC -
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) |X| A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| A non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J);
Page 8 of 13
(k) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____________
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
E.S. Barr & Company: 440,665
Edward S. Barr: 443,898
E.S. Barr Holdings, LLC: 440,665
(b) Percent of class:
E.S. Barr & Company 6.32%
Edward S. Barr 6.37%
E.S. Barr Holdings, LLC 6.32%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
E.S. Barr & Company 0 shares
Edward S. Barr 3,233 shares
E.S. Barr Holdings, LLC 0 shares
(ii) Shared power to vote or to direct the vote:
E.S. Barr & Company 0 shares
Edward S. Barr 0 shares
E.S. Barr Holdings, LLC 0 shares
(iii) Sole power to dispose or to direct the disposition
of:
E.S. Barr & Company 0 shares
Edward S. Barr 3,233 shares
E.S. Barr Holdings, LLC 0 shares
(iv) Shared power to dispose or to direct the
disposition of:
E.S. Barr & Company 440,665 shares
Edward S. Barr 440,665 shares
E.S. Barr Holdings, LLC 440,665 shares
Page 9 of 13
440,665 shares of Issuer Class A Common Stock (or 6.32% of the
outstanding shares of Issuer Class A Common Stock) are held in the aggregate
in numerous accounts of clients of E.S. Barr & Company (the "Investment
Adviser"), a registered investment adviser which has the power to direct the
disposition of such shares (collectively, the "Client Shares").
E.S. Barr Holdings, LLC (the "Holding Company") owns all outstanding
shares of Common Stock of the Investment Adviser.
Edward S. Barr is the President and a Director of the Investment
Adviser and is a Manager and majority equity holder of the Holding Company. In
addition, 3,233 shares of Issuer Class A Common Stock are held by Mr. Barr
individually (or through retirement accounts for his benefit). The aggregate
shares of Issuer Class A Common Stock held by Mr. Barr do not exceed one
percent of the securities of the subject class. The Holding Company and Mr.
Barr disclaim beneficial ownership of any shares of Issuer Class A Common
Stock not held of record by them.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSONS
See Exhibits 1 and 2.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
By signing below, each of E.S. Barr & Company, Edward S. Barr and
E.S. Barr Holdings, LLC certifies that, to the best of such reporting person's
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
Page 10 of 13
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 22, 2011
E.S. Barr & Company
By: /s/ Edward S. Barr
-------------------------
Edward S. Barr
President
/s/ Edward S. Barr
------------------------------
Edward S. Barr
E.S. Barr Holdings, LLC
By: /s/ Edward S. Barr
-------------------------
Edward S. Barr
Manager
Page 11 of 13
EXHIBIT 1
As required by Item 7 to Schedule 13G, Edward S. Barr is a control person of
E.S. Barr & Company, classified under Item 3 as an investment adviser in
accordance with Section 240.13d-1(b)(1)(ii)(E).
Page 12 of 13
EXHIBIT 2
As required by Item 7 to Schedule 13G, E.S. Barr Holdings, LLC is the parent
holding company of E.S. Barr & Company, classified under Item 3 as an
investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
Page 13 of 13
EXHIBIT 3
JOINT FILING AGREEMENT
In accordance with Section 240.13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing on
behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to the Class A Common Stock of GAMCO INVESTORS, INC.,
and that this Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby executed this Agreement
this 22nd day of March, 2011.
E.S. Barr & Company
By: /s/ Edward S. Barr
-------------------------
Edward S. Barr
President
/s/ Edward S. Barr
------------------------------
Edward S. Barr
E.S. Barr Holdings, LLC
By: /s/ Edward S. Barr
-------------------------
Edward S. Barr
Manager