UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
Atalanta/Sosnoff Capital Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
046499109
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(CUSIP Number)
Martin T. Sosnoff Stephen C. Kahr, Esq.
c/o Atalanta/Sosnoff Capital Corporation Greenberg & Kahr
101 Park Avenue 230 Park Avenue, 26th Floor
New York, NY 10178 New York, NY 10169
(212) 867-5000 (212) 297-0130
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1 (b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the statement: [ ]
CUSIP No. 046499109
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Martin T. Sosnoff
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3. SEC Use Only
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4. Source of Funds (See Instructions)
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization United States of America
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7. Sole Voting Power 7,000,000
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Number of
Shares Bene- 8. Shared Voting Power 12,516
ficially by ----------------------------------------------------------------
Owned by Each
Reporting 9. Sole Dispositive Power 7,000,000
Person With ----------------------------------------------------------------
10. Shared Dispositive Power 12,516
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 7,000,000
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12. Check if the Aggregate Amount in row (11) Excludes Certain Shares
(See Instructions) X
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13. Percent of Class Represented by Amount in Row (11) 82.7%
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14. Type of Reporting Person (See Instructions)
IN
AMENDMENT 9 TO STATEMENT
ON SCHEDULE 13D
Item 1. Security and Issuer
This amendment No. 9 dated as of December 6, 2002 (the "Amendment") of
Martin T. Sosnoff to a Statement on Schedule 13D originally filed on June 30,
1986, as amended to date (the "Statement"), by Mr. Sosnoff, relating to the
Common Stock, par value $.01 per share (the "Common Stock"), of Atalanta/Sosnoff
Capital Corporation (the "Company"), 101 Park Avenue, New York, NY 10178, is
hereby amended to reflect (a) changes in Mr. Sosnoff's ownership of the Common
Stock outstanding resulting from (i) dispositions for the account of the
Company's Profit Sharing Trust of which he is a Trustee and for the account of
the Martin and Toni Sosnoff Foundation of which he and his wife are Trustees
(the "Foundation") since the filing of the last amendment of the Statement on
October 17, 1997, (ii) repurchases by the Company of shares of Common Stock
previously issued under the Company's Restricted Stock Bonus Plan and under its
1996 Long term Incentive Plan since the filing of the last amendment to the
Statement on October 17, 2002 by the Company and in the open market, and (iii)
the reduction of 6,000 shares in the number of shares of Common Stock deemed to
be beneficially owned by Mr. Sosnoff by reason of a minor child reaching his
majority and establishing a separate household, and (b) a change in the
statement of Mr. Sosnoff's plans or proposals which relate to or would result in
events, activities or conditions enumerated in the instructions to Item 4
hereof.
Item 2. Identity and Background
(a) The name of the reporting person is Martin T. Sosnoff
(b) The business address of the reporting person is c/o
Atalanta/Sosnoff Capital Corporation, 101 Park Avenue, New York,
NY 10178.
(c) The reporting person is the Chairman of the Board and Chief
Executive Officer of the Company and its subsidiaries. The
address of the company and its subsidiaries is 101 Park Avenue,
New York, NY 10178.
(d) The reporting person has not been convicted in a criminal
proceeding during the last five years.
(e) The reporting person during the last five years was not, nor is
he, a party to a judicial or administrative proceeding resulting
in a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect thereto.
(f) The reporting person is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
Inapplicable
Item 4. Purpose of the Transaction
On Thursday, December 5, 2002, Mr. Sosnoff orally made a preliminary
proposal to the Board of Directors that he (or an entity controlled by him)
acquire the approximately 17% of the Common Stock of the Company that he does
not own in a "going private" transaction at a price of $12.50 per share, subject
to adjustment to reflect changes in the value of the Company's portfolio of
marketable securities from current levels.
On Friday, December 6, 2002, the Company announced that it had received
the proposal from Mr. Sosnoff. The Company announced that a Special Committee of
its Board of Directors, composed of independent directors, would be formed to
consider Mr. Sosnoff's proposal. The announcement was contained in a press
release dated December 6, 2002, which is annexed to this Statement as Exhibit 1,
which sets forth the general terms of the proposal. The description contained
herein is qualified in its entirety by reference to that Exhibit which is hereby
incorporated herein by reference. As announced, the transaction would also be
subject to negotiation of a definitive agreement and other customary conditions
to closing.
Except for the proposal by Mr. Sosnoff of the cash price, subject to
adjustment, and the preliminary outline of the structure of the transaction, Mr.
Sosnoff has not formed any specific plans or proposals with respect to the
proposed transaction. Any such plans or proposals will be contained in
definitive materials furnished to stockholders of the Company in connection with
the consummation of the transaction when and if it is approved by the Special
Committee.
There is no assurance that the Special Committee will approve
Mr. Sosnoff's proposal at the price he has currently proposed or that
Mr. Sosnoff will maintain his proposal at such price or not withdraw his
proposal. If the Special Committee determines to only approve the transaction at
a higher price or upon conditions there is no assurance that Mr. Sosnoff will
agree to meet such price or agree to such conditions. More generally,
intervening events not now foreseeable may result in the transaction as proposed
being abandoned or materially modified.
Mr. Sosnoff reserves his right to withdraw or change his proposal as
set forth herein at any time by appropriate public announcement and reserves the
right to purchase or dispose of shares of Common Stock of the Company from time
to time, subject to applicable law.
Item 5. Interest in Securities of the Issuer.
(a), (b) Mr. Sosnoff beneficially owns an aggregate of 7,000,000 Shares
constituting approximately 82.7% of the outstanding Common Stock.* The
Foundation owns 12,516 shares of Common Stock, constituting 0.15% of the
outstanding Common Stock. Mr. Sosnoff has sole power to vote and dispose of all
of the Shares he beneficially owns. Mr. Sosnoff and Toni E. Sosnoff (Mr.
Sosnoff's wife) are trustees of the Foundation and share power to vote and to
dispose of the Shares owned by the Foundation. The Foundation receives the
dividends on and proceeds from the sale or other disposition of the Shares it
owns. Mr. Sosnoff disclaims beneficial ownership of the Common Stock held by the
Foundation. If Mr. Sosnoff is deemed to own beneficially the Common Stock held
by the Foundation, he would be deemed to own 7,012,516 Shares or 82.8% or the
outstanding Common Stock.
(c) None
(d) Inapplicable, except as set forth in (a), (b) above.
(e) Inapplicable
* Based on an aggregate of 8,464,715 shares of Common Stock outstanding composed
of 8,470,715 as reported in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2002, less 6,000 shares of Common Stock
purchased by the Company since that date.
Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect
to Securities of the Issuer.
Inapplicable
Item 7. Material to be filed as Exhibits
(a) Press Release dated December 6, 2002
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth herein is true, complete and correct.
/s/ Martin T. Sosnoff
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Martin T. Sosnoff
Dated: December 13, 2002
EXHIBIT (a)
[ATALANTA LETTERHEAD]
FOR IMMEDIATE RELEASE
For Further Information,
contact Kevin S. Kelly
Senior Vice President and
Chief Financial Officer
Atalanta/Sosnoff Capital Corporation
Telephone (212) 867-5000
New York, NY 10178
E-Mail: ksk@atalantasosnoff.com
Website: www.atalantasosnoff.com
ATALANTA/SOSNOFF CAPITAL CORPORATION
BOARD RECEIVES BUYOUT OFFER
NEW YORK - DECEMBER 6, 2002. Atalanta/Sosnoff Capital Corporation (NYSE: ATL)
announced today that it had received a proposal from Martin T. Sosnoff, its
Chairman of the Board and Chief Executive Officer, to acquire the approximately
17% of the outstanding shares of the Company's common stock not already owned by
Mr. Sosnoff.
Under the terms of the proposal, a new entity which would hold
Mr. Sosnoff's stock would be merged with and into Atalanta/Sosnoff, with
Atalanta/Sosnoff as the surviving entity. All outstanding shares of
Atalanta/Sosnoff not already held by Mr. Sosnoff would be acquired for a cash
price of $12.50 per share, subject to adjustment to reflect changes in the value
of the Company's portfolio of marketable securities from current levels.
Atalanta/Sosnoff's Board of Directors will form a Special Committee of
independent directors to consider Mr. Sosnoff's proposal. The proposal is
subject to the approval of that Special Committee, the negotiation of a
definitive agreement and other customary conditions to closing.
Atalanta/Sosnoff provides discretionary investment advisory, brokerage
and other related services to corporate and public retirement plans, endowments,
charitable and religious organizations, and individuals in both taxable and
tax-exempt accounts. Assets under management at November 30, 2002 were
approximately $2.1 billion.
Certain of the foregoing are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following general economic and business
conditions: the loss of, or the failure to replace any significant clients;
changes in the relative investment performance of client or firm accounts and
changes in the financial marketplace, particularly in the securities markets.
These forward-looking statements speak only as of the date of this Release. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.