EX-99.77M MERGERS 5 get77m.txt THE GABELLI EQUITY TRUST INC. ITEM 77M On September 13, 2005, The Gabelli Equity Trust Inc. (the "Trust") acquired substantially all of the assets of Sterling Capital Corporation ("Sterling Capital") in exchange for shares of the Trust's common stock. Sterling Capital received shares of the Trust's common stock in a tax-free transaction pursuant to the agreement and plan of reorganization between the Trust and Sterling Capital, originally announced on May 23, 2005. Shareholders of Sterling Capital approved the reorganization at a meeting held on September 12, 2005. The Trust issued 1,978,577 shares of its common stock, valued at $9.254344 per share or 103% of its net asset value per share on the effective date of September 12, 2005, in exchange for substantially all of the assets of Sterling Capital. Former shareholders of Sterling Capital are now shareholders of the Trust and the total consideration was approximately $18.3 million. The following are the resolutions adopted by the Board of Directors of the Trust approving the reorganization: RESOLVED, that (a) the transfer of all or substantially all of the assets of Sterling Capital Corporation ("Sterling") to The Gabelli Equity Trust Inc. (the "Fund") in exchange solely for shares of the Fund's common stock and cash in lieu of fractional shares of the Fund's common stock, (b) the assumption by the Fund of the stated liabilities of Sterling, and (c) the distribution of the Fund's common stock to the Sterling stockholders, followed by the termination, dissolution and complete liquidation of Sterling (the "Reorganization"), be, and it hereby is, approved; and be it further RESOLVED, that the form of the Agreement and Plan of Reorganization (the "Agreement") between the Fund and Sterling providing for the transfer of all or substantially all of the assets of Sterling in exchange for shares of the Fund's common stock and cash in lieu of fractional shares of the Fund's common stock, in substantially the form presented to and discussed at the meeting, be, and it hereby is, adopted, approved and declared advisable, subject to such changes as any designated officer of the Fund, with the advice of counsel, shall approve; and be it further RESOLVED, that the Chairman, the President, or any designated officer of the Fund be, and each of them hereby is, authorized to execute and deliver the Agreement on behalf of the Fund; and be it further RESOLVED, that the Board hereby determines that the provisions of Article VIII of the Articles of Incorporation of the Fund with respect to "Certain Transactions" and its related supermajority stockholder vote requirement are not applicable to the Reorganization; and be it further RESOLVED, that such number of shares of common stock, par value $.001 per share, of the Fund at net asset value as shall be determined in accordance with the terms of the Agreement by the President and the Treasurer of the Fund, together with the payment of cash in lieu of fractional shares, shall be issued by the Fund in accordance with the terms of such Agreement; that such shares, when issued, shall be duly and validly issued, and will be outstanding, fully paid and non-assessable; and be it further RESOLVED, that the designated officers of the Fund be, and each of them hereby is, authorized to file or cause to be filed such Registration Statement on Form N-14, and any amendments thereto, with the Securities and Exchange Commission and with any and all state "blue sky" authorities as the designated officers of the Fund deem necessary or appropriate to carry out the purposes and intent of the foregoing resolutions; and further RESOLVED, that if the securities or Blue Sky laws of any states or any authority administering such laws require a prescribed form of preamble, preambles, resolution or resolutions in connection with the foregoing resolution or any instrument, statement or other document in connection therewith, each such preamble or resolution is hereby adopted by the Board of Directors; and the Secretary of the Fund be, and he hereby is, authorized and directed to certify the adoption of any such preamble or resolution as though the same was presented to this meeting and to insert all such preambles and resolutions in the minute books of the Fund immediately following the minutes of this meeting; and be it further RESOLVED, that the appropriate officers of the Fund be, and each of them hereby is, authorized and directed to execute and file an application with the New York Stock Exchange or any other exchange on which the Fund's shares are then listed, for the listing of the additional shares issued in the Reorganization and to enter into any and all agreements required in connection with such listing; and be it further RESOLVED, that the appropriate officers of the Fund be, and each of them hereby is, authorized and directed to obtain confirmation from the Standard & Poor's Division of The McGraw-Hill Companies, Inc. and Moody's Investors Service Inc. that the Reorganization will have no effect on the ratings of the Fund's outstanding preferred stock; RESOLVED, that the appropriate officers of the Fund be, and each of them hereby is, severally authorized to execute and deliver any certificates, instruments and other documents, and any amendments or supplements thereto, and to perform such other acts as may be required or provided for by the Agreement and to do such other things as they may deem necessary or desirable in connection therewith, and to carry out the intent and purpose of the foregoing resolutions; and be it further RESOLVED, that all actions of any kind previously taken by the officers of the Fund in connection with the foregoing resolutions be, and they hereby are, confirmed, ratified and approved.