<PAGE>
As filed with the Securities and Exchange Commission on June 8, 2000
Securities Act File No. 333-33514
Investment Company Act File No. 811-8476
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 2
[ ] Post-Effective Amendment No. ____
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 6
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THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
(Exact name of registrant as specified in its charter)
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One Corporate Center
Rye, New York 10580
(Address of principal executive offices)
(914) 921-5070
(Registrant's telephone number, including area code)
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Bruce N. Alpert
The Gabelli Global Multimedia Trust Inc.
One Corporate Center
Rye, New York 10580
(Name and address of agent for service)
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With copies to:
Jon S. Rand, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
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Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this Registration Statement.
If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [X]
It is proposed that the filing will become effective when declared
effective pursuant to Section 8(c). [ ]
This amendment designates a new effective date for a previously filed
registration statement. [ ]
This Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is ___________________. [ ]
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<TABLE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<CAPTION>
==================================== ============= ======================= ====================== ================
Amount Proposed Maximum Amount of
Title of Securities Being Proposed Maximum Aggregate Registration
Being Registered Registered Offering Price per Offering Price(1) Fee(2)
Unit
------------------------------------ ------------- ----------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Shares of Common Stock, par value
$.001 per share.................... 3,598,938 $ $60,065,622 $15,857
==================================== ============= ======================= ====================== ================
</TABLE>
(1) As calculated pursuant to Rule 457(c) under the Securities Act of 1933,
as amended. Based on the average of the high and low sales prices reported on
the New York Stock Exchange on March 22, 2000
(2) Previously paid.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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Notice to Canadian Residents:
These Securities Have Not Been Approved
or Disapproved By Any Securities or
Regulatory Authority in Canada.
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<TABLE>
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
Form N-2
Cross-Reference Sheet
Parts A and B of Prospectus
<CAPTION>
Item No. Caption Location in Prospectus
-------- ------- ----------------------
<S> <C> <C>
1. Outside Front Cover.................................... Front Cover Page
2. Inside Front and Outside Back Cover Page............... Front Cover Page
3. Fee Table and Synopsis................................. Prospectus Summary: Fee Table
4. Financial Highlights................................... Financial Highlights
5. Plan of Distribution................................... Not Applicable
6. Selling Shareholders................................... Not Applicable
7. Use of Proceeds........................................ Use of Proceeds
8. General Description of the Registrant.................. Front Cover Page; Prospectus Summary; The
Fund; Investment Objectives and
Policies; Risk Factors and Special
Considerations; Capital Stock and
Other Securities
9. Management............................................. Management of the Fund; Portfolio
Transactions; Custodians and
Transfer, Dividend Disbursing Agent
and Registrar
10. Capital Stock, Long-Term Debt and Other Securities..... The Offer; Capital Stock and Other
Securities; Dividends and
Distributions; Automatic Dividend
Reinvestment and Voluntary Cash
Purchase Plan; Taxation
11. Defaults and Arrears on Senior Securities.............. Not Applicable
12. Legal Proceedings...................................... Not Applicable
13. Table of Contents of the Statement of Additional Table of Contents of the Statement of
Information............................................ Additional Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Location in
Item No. Caption Statement of Additional Interest
-------- ------- --------------------------------
<S> <C> <C>
14. Cover Page............................................. Front Cover Page
15. Table of Contents...................................... Front Cover Page
16. General Information and History........................ Not Applicable
17. Investment Objectives and Policies..................... Investment Objectives and Policies;
Investment Restrictions
18. Management............................................. Management of the Fund
19. Control Persons and Principal Holders of Securities.... Beneficial Owners
20. Investment Advisory and Other Services................. Management of the Fund
21. Brokerage Allocation and Other Practices............... Portfolio Transactions
22. Tax Status............................................. Taxation
23. Financial Statements................................... Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.
<PAGE>
Parts A and B to this Registration Statement are incorporated by reference
in their entirety to Pre-Effective Amendment No. 1 to this Registration
Statement filed on June 2, 2000.
2
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(1) Financial Statements
(i) -- Portfolio of Investments as of December 31, 1999(1)
(ii) -- Statement of Assets and Liabilities as of December 31,
1999(1)
(iii) -- Statement of Operations for the year ended December
31, 1999(1)
(iv) -- Statement of Changes in Net Assets for the years ended
December 31, 1998 and 1999(1)
(v) -- Financial highlights for a share of capital stock
outstanding throughout the periods ended December 31,
1995, 1996, 1997, 1998 and 1999(1)
(vi) -- Notes to Financial Statements(1)
(vii) -- Report of Independent Accountants(1)
-----------------
(1) Incorporated by reference to the Fund's Annual Report for 1999, filed on
March 7, 2000 (EDGAR Accession No. 0000935069-00-000128).
(2) Exhibits
(a) (1) -- Articles of Incorporation(1)
(2) -- Articles Supplementary(2)
(3) -- Certificates of Correction(3)
(b) (1) -- Amended and Restated By-Laws(4)
(2) -- Amendments to By-Laws(3)
(c) -- Not applicable
(d) (1) -- Specimen certificate for Common Stock, par value $.001
per share(5)
(2) -- Form of Subscription Certificate(3)
(3) -- Form of Notice of Guaranteed Delivery(3)
(4) -- Form of DTC Participant Oversubscription Exercise
Form(3)
(5) -- Form of Nominee Holder Over-Subscription
Certification(3)
(6) -- Form of Subscription, Distribution and Escrow Agency
Agreement(4)
(7) -- Form of Beneficial Owner Certification(3)
(8) -- Form of Subscription Rights Broker Split Requests(3)
(9) -- Form of Certificate and Request for Additional
Rights(3)
(e) -- Automatic Dividend Reinvestment and Voluntary Cash
Purchase Plan(3)
(f) -- Not applicable
(g) -- Investment Advisory Agreement between the Fund and
Gabelli Funds, Inc. (3)
(h) -- Not applicable
(i) -- Not applicable
(j) (1) -- Custodial Contract between the Fund and State Street
Bank and Trust Company(3)
(2) -- Custodial Fee Schedule between the Fund and State
Street Bank and Trust Company(4)
(k) (1) -- Registrar, Transfer Agency and Service Agreement
between the Fund and State Street Bank and Trust
Company(4)
(2) -- Transfer Agent and Registrar Services Fee Agreement
between the Fund and State Street Bank and Trust
Company(3)
(l) (1) -- Opinion and consent of Willkie Farr & Gallagher(3)
(2) -- Opinion and consent of Venable, Baetjer and Howard,
LLP(3)
(m) -- Not applicable
(n) (1) -- Consent of PricewaterhouseCoopers LLP(3)
C-1
<PAGE>
(2) -- Power of Attorney(1)
(o) -- Not applicable
(p) -- Purchase Agreement between the Fund and The Gabelli
Equity Trust
Inc.(1)
(q) -- Not applicable
(r) -- Code of Ethics(3)
------------------
(1) Incorporated by reference from the Registrant's Registration Statement on
Form N-2, File Nos. 33-60407 and 811-8476, as filed with the Securities and
Exchange Commission on June 20, 1995.
(2) Incorporated by reference from the Registrant's Registration Statement on
Form N-2, File Nos. 33-25487 and 811-8476, as filed with the Securities and
Exchange Commission on May 30, 1997.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form N-2, File Nos. 333-33514 and 811-8476, as filed with the Securities
and Exchange Commission on June 2, 2000.
(4) Incorporated by reference from Amendment No. 1 to the Registrant's
Registration Statement on Form N-2, File Nos. 33-60407 and 811-8476, as
filed with the Securities and Exchange Commission on August 7, 1995.
(5) Incorporated by reference to the Registrant's Registration Statement on
Form N-2, Exhibit 2(d), File No. 811-8476, as filed with the Securities
Exchange Commission on July 8, 1994.
C-2
<PAGE>
Item 25. Marketing Arrangements
Not applicable
Item 26. Other Expenses of Issuance
The following table sets forth the estimated expenses to be incurred in
connection with the Offer described in this Registration Statement:
Registration fees................................. $ 15,857
------------
New York Stock Exchange
listing fee....................................... 44,300
------------
Printing (other than stock
certificates)..................................... 34,000
------------
Engraving and printing
stock certificates................................ 6,000
------------
Fees and expenses of
qualification under state securities laws
(including fees of counsel)....................... 10,000
------------
Auditing fees and expenses........................ 7,500
------------
Legal fees and expenses........................... 140,000
------------
Subscription Agent's fees
and expenses...................................... 125,000
------------
Postage and delivery.............................. 64,500
------------
Miscellaneous..................................... 7,843
------------
Total $ 455,000
============
Item 27. Persons Controlled by or Under Common Control with Registrant
None.
Item 28. Number of Holders of Securities
Common Stock, par value $.001 per share: 38, 537 record holders as of March
17, 2000.
Cumulative Preferred Stock, par value $.001 per share: 1,933 record holders
as of March 17, 2000.
Item 29. Indemnification
The response of this Item is incorporated by reference to the caption
"Capital Stock and Other Securities -- Limitation of Officers' and Directors'
Liability" set forth in the Prospectus.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to Directors, officers and
controlling persons of the Fund, pursuant to the foregoing provisions or
otherwise, the Fund has been advised that in the opinion of the Securities and
Exchange Commission (the "SEC") such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Fund
of expenses
C-3
<PAGE>
incurred or paid by a Director, officer or controlling person of the Fund in the
successful defense of any action, suit or proceeding) is asserted by such
Director, officer or controlling person in connection with the securities being
registered, the Fund will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 30. Business and Other Connections of Investment Adviser
Registrant is fulfilling the requirement of this Item 30 to provide a list
of the officers and directors of its investment adviser, together with
information as to any other business, profession, vocation or employment of a
substantial nature engaged in by that entity or those of its officers and
directors during the past two years, by incorporating by reference the
information contained in the Form ADV filed with the SEC pursuant to the
Investment Advisers Act of 1940 by Gabelli Funds, Inc. (SEC File No.
[801-26202]).
Item 31. Location of Accounts and Records
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580
(with respect to its services as Investment Adviser)
State Street Bank and Trust Company
Two Heritage Drive
North Quincy, Massachusetts 02171
(with respect to its services as custodian, transfer agent,
dividend disbursing agent and registrar)
PFPC, Inc.
101 Federal Street
Boston, Massachusetts 02110
(with respect to its services as Sub-Administrator)
Item 32. Management Services
Not applicable.
Item 33. Undertakings
(a) Registrant undertakes to suspend offering its shares until it amends
its prospectus contained herein if (1) subsequent to the effective date of its
Registration Statement, the net asset value per share declines more than 10
percent from its net asset value per share as of the effective date of this
Registration Statement, or (2) the net asset value per share increases to an
amount greater than its net proceeds as stated in the prospectus contained
herein.
(b) Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities
C-4
<PAGE>
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (ss. 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; or
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) that, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(c) Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(d) Registrant hereby undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, a Statement of Additional Information.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rye, State of New York, on the 8th day
of June, 2000.
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
By /s/ Bruce N. Alpert
------------------------------
Bruce N. Alpert
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board, President June 8, 2000
----------------------------- and Chief Investment Officer
Mario J. Gabelli
* Director June 8, 2000
-----------------------------
Thomas E. Bratter
* Director June 8, 2000
-----------------------------
Felix J. Christiana
* Director June 8, 2000
-----------------------------
James P. Conn
* Director June 8, 2000
-----------------------------
Frank J. Fahrenkopf, Jr.
* Director June 8, 2000
-----------------------------
Karl Otto Pohl
* Director June 8, 2000
-----------------------------
Anthony R. Pustorino
* Director June 8, 2000
-----------------------------
Werner Roeder
* Director June 8, 2000
-----------------------------
Salvatore J. Zizza
/s/ Bruce N. Alpert Treasurer (Principal Financial June 8, 2000
----------------------------- and Accounting Officer)
Bruce N. Alpert
* /s/ Bruce N. Alpert
---------------------
Bruce N. Alpert
as Attorney-In-Fact
C-6
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Page
Number Exhibit Number
------ ------- ------
<S> <C>
Exhibit A (1) Articles of Incorporation*............................................................
(2) Articles Supplementary*...............................................................
(3) Certificates of Correction*...........................................................
Exhibit B (1) Amended and Restated By-Laws*.........................................................
(2) Amendments to By-Laws*................................................................
Exhibit C Not applicable............................................................................
Exhibit D (1) Specimen Stock Certificate*...........................................................
(2) Form of Subscription Certificate*.....................................................
(3) Form of Notice of Guaranteed Delivery*................................................
(4) Form of DTC Participant Oversubscription Exercise Form*...............................
(5) Form of Nominee Holder Over-Subscription Certification*...............................
(6) Form of Subscription, Distribution and Escrow Agency Agreement*.......................
(7) Form of Beneficial Owner Certification*...............................................
(8) Form of Subscription Rights Broker Split Requests*....................................
(9) Form of Certificate and Request for Additional Rights*................................
Exhibit E Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan*.........................
Exhibit F Not applicable............................................................................
Exhibit G Investment Advisory Agreement between the Fund and Gabelli Funds, Inc.*...................
Exhibit H Not applicable............................................................................
Exhibit I Not applicable............................................................................
Exhibit J (1) Custodial Contract between the Fund and State Street Bank and Trust
Company*..................................................................................
(2) Custodial Fee Schedule between the Fund and State Street Bank and Trust
Company*..................................................................................
Exhibit K (1) Registrar, Transfer Agency and Service Agreement between the Fund and State
Street Bank and Trust Company*............................................................
(2) Transfer Agent and Registrar Services Fee Agreement between the Fund and State
Street Bank and Trust Company*............................................................
Exhibit L (1) Opinion and consent of Willkie Farr & Gallagher*......................................
(2) Opinion and consent of Venable, Baetjer and Howard, LLP*..............................
Exhibit M Not applicable............................................................................
Exhibit N (1) Consent of PricewaterhouseCoopers LLP*................................................
(2) Power of Attorney*....................................................................
Exhibit O Not applicable............................................................................
Exhibit P Purchase Agreement between the Fund and The Gabelli Equity Trust Inc.*....................
Exhibit Q Not applicable............................................................................
Exhibit R Code of Ethics*...........................................................................
</TABLE>
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* Previously filed.
C-7
