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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
----------------------------------------------
For Quarter Ended:
March 31, 2003 Commission File Number: 1-9137
ATALANTA/SOSNOFF CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3339071
- -------------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer I.D. No.)
of incorporation or organization)
101 PARK AVENUE, NEW YORK, NEW YORK 10178
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(Address of principal executive offices) (zip code)
(212) 867-5000
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(Registrant's Telephone Number, including area code)
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(Former name, former address and former fiscal year
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
As of May 9, 2003 there were 8,464,715 shares of common stock outstanding.
1
ATALANTA/SOSNOFF CAPITAL CORPORATION
INDEX
Part I - Financial Information PAGE NO.
--------
Item 1 - Financial Statements
Condensed Consolidated Statements
of Financial Condition - March 31, 2003
and December 31, 2002 3
Condensed Consolidated Statements
of Operations and Comprehensive Income (Loss) -
Three Months Ended March 31, 2003 and 2002 4
Condensed Consolidated Statement
of Changes in Shareholders' Equity -
Three Months Ended March 31, 2003 5
Condensed Consolidated Statements
of Cash Flows - Three Months Ended
March 31, 2003 and 2002 6
Notes to Condensed Consolidated
Financial Statements 7 - 8
Special Note Regarding Forward - Looking Statements 9
Item 2 - Management's Discussion and Analysis
of Results of Operations and Financial
Condition 10 - 12
Item 3 - Quantitative and Qualitative Disclosures About
Market Risk 13
Item 4 - Controls and Procedures 13
Part II - Other Information
Items 1 - 6 14 - 15
Signatures 16
Exhibit 11 - Computation of Earnings (Loss) Per Common Share 17
Certification 18 - 21
Section 906 Sarbanes - Oxley Certification 22 - 23
2
ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
ASSETS MARCH 31, 2003 DECEMBER 31, 2002
- ------ ----------------- -----------------
Assets:
Cash and cash equivalents $ 1,552,314 $ 991,107
Accounts receivable 1,459,240 2,169,336
Due from brokers 3,277,834 8,719,524
Investments, at market 72,276,308 74,262,944
Investments in limited partnerships 6,633,495 6,745,957
Prepaid and refundable income taxes 3,054,195 1,674,133
Fixed assets, net 761,143 858,475
Exchange membership, at cost 192,000 192,000
Other assets 3,173,943 3,012,502
----------------- -----------------
Total assets $ 92,380,472 $ 98,625,978
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Accounts payable and other liabilities $ 589,686 $ 461,518
Accrued compensation payable 190,776 471,821
Deferred income taxes payable 349,665 509,019
Securities sold not yet purchased, at market -- 3,637,500
----------------- -----------------
Total liabilities 1,130,127 5,079,858
----------------- -----------------
Commitments and contingencies
Shareholders' equity:
Preferred stock, par value $1.00 per share;
5,000,000 shares authorized; none issued -- --
Common stock, par value $.01 per share; 30,000,000
shares authorized; 8,470,715 shares issued 84,707 84,707
Additional paid-in capital 12,753,606 12,753,606
Retained earnings 78,439,407 81,562,707
Accumulated other comprehensive income (loss) -
unrealized gains (losses) from investments,
net of deferred tax liabilities (benefit) 34,125 (793,400)
Treasury stock, at cost, 6,000 shares (61,500) (61,500)
----------------- -----------------
Total shareholders' equity 91,250,345 93,546,120
----------------- -----------------
Total liabilities and shareholders' equity $ 92,380,472 $ 98,625,978
================= =================
Book value per common share $ 10.78 $ 11.05
================= =================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
THREE MONTHS ENDED
------------------------------------
MARCH 31, 2003 MARCH 31, 2002
---------------- ----------------
Revenues:
Advisory fees $ 2,957,823 $ 3,454,341
Commissions and other operating revenues 177,753 403,806
Realized and unrealized gains (losses) from investments, net (5,196,995) (3,107,506)
Interest and dividend income, net 490,521 307,117
---------------- ----------------
Total revenues (1,570,898) 1,057,758
---------------- ----------------
Costs and expenses:
Employees' compensation and benefits 2,019,660 1,993,814
Clearing and execution costs 102,150 155,607
Selling expenses 197,111 119,321
General and administrative expenses 846,282 886,753
---------------- ----------------
Total costs and expenses 3,165,203 3,155,495
---------------- ----------------
Income (loss) before provision for
income taxes (benefit) (4,736,101) (2,097,737)
Provision for income taxes (benefit) (1,612,801) (937,000)
---------------- ----------------
Net income (loss) $ (3,123,300) $ (1,160,737)
================ ================
Earnings (loss) per common share - basic $ (0.37) $ (0.13)
================ ================
Earnings (loss) per common share - diluted N/A N/A
================ ================
Net income (loss), as presented above $ (3,123,300) $ (1,160,737)
Comprehensive income (loss):
Net unrealized gains (losses) from investments,
net of deferred income tax (benefit) 827,525 (2,037,599)
---------------- ----------------
Comprehensive income (loss) $ (2,295,775) $ (3,198,336)
================ ================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2003
(UNAUDITED)
Accumulated
other compre-
hensive income
(loss) -
Additional unrealized gains
Common Paid-In Retained (losses) from Treasury
Stock Capital Earnings investments, net Stock Total
----- ------- -------- ---------------- ----- -----
Balance -
January 1, 2003 $84,707 $12,753,606 $81,562,707 $ (793,400) $ (61,500) $93,546,120
Net unrealized gains from
investments, net of deferred
income tax 827,525 827,525
Net loss (3,123,300) (3,123,300)
------- ----------- ----------- ---------- ----------- -----------
Balance -
March 31, 2003 $84,707 $12,753,606 $78,439,407 $ 34,125 $ (61,500) $91,250,345
======= =========== =========== ========== =========== ===========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5
ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
2003 2002
------------ ------------
Cash flows from operating activities:
Net income (loss) $ (3,123,300) $ (1,160,737)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 100,455 136,787
Realized and unrealized (gains) losses from
investments, net 5,196,995 3,107,506
Deferred taxes (705,738) --
(Increase) decrease operating assets:
Accounts receivable 710,096 80,411
Prepaid and refundable income taxes (1,380,062) (1,624,816)
Other assets (161,441) 32,364
Increase (decrease) in operating liabilities:
Accounts payable and other liabilities 128,294 184,495
Accrued compensation payable (281,045) (255,492)
------------ ------------
Net cash provided by operating activities 484,254 500,518
------------ ------------
Cash flows from investing activities:
Proceeds from (payments to) clearing brokers, net 5,441,690 1,485,432
Purchases of fixed assets (3,123) (12,097)
Purchases of investments (37,044,734) (47,820,875)
Proceeds from sales of investments 31,683,120 45,578,832
------------ ------------
Net cash provided by (used in) investing activities 76,953 (768,708)
------------ ------------
Cash flows from financing activities:
Purchases of treasury stock -- (104,100)
------------ ------------
Net cash used in financing activities -- (104,100)
------------ ------------
Net increase (decrease) in cash and cash equivalents 561,207 (372,290)
Cash and cash equivalents, beginning of period 991,107 1,940,653
------------ ------------
Cash and cash equivalents, end of period $ 1,552,314 $ 1,568,363
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 1,674 $ 19,431
============ ============
Income taxes $ 473,000 $ 506,893
============ ============
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6
ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of Atalanta/Sosnoff Capital Corporation (the "Holding Company") and its
direct and indirect wholly owned subsidiaries, Atalanta/Sosnoff Capital
Corporation (Delaware) ("Capital"), Atalanta/Sosnoff Management Corporation
("Management"), and ASCC Corporation ("ASCC").
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments (which include only normal
recurring accruals) necessary to present fairly the Company's financial position
as of March 31, 2003, and the results of its operations and cash flows for the
three months ended March 31, 2003 and 2002. Certain information normally
included in the financial statements and related notes prepared in accordance
with accounting principles generally accepted in the United States of America
has been condensed or omitted. These condensed consolidated financial statements
should be read in conjunction with the Company's consolidated financial
statements and notes thereto appearing in the Company's December 31, 2002 Annual
Report on Form 10-K. Information included in the condensed consolidated balance
sheet as of December 31, 2002 has been derived from the audited consolidated
financial statements appearing in the Company's Annual Report on Form 10-K.
STOCK BASED COMPENSATION
In December 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock
Based Compensation. SFAS No. 148 amends SFAS No. 123, to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The Company has implemented SFAS No. 148. Due to the
insignificant effect on the condensed consolidated financial statements, interim
disclosure is not required.
NOTE 2: EARNINGS (LOSS) PER COMMON SHARE
Basic earnings (loss) per common share amounts were computed based on 8,464,715
and 8,883,207 weighted average common shares outstanding in the first quarters
of 2003 and 2002, respectively. Because the Company reported a loss in the first
quarters of 2003 and 2002, the effect of stock options is antidilutive in
determining dilutive earnings per common share.
See Exhibit 11 for further details on the computation of earnings (loss) per
common share.
NOTE 3: COMMITMENTS AND CONTINGENCIES
COMPENSATION AGREEMENTS
Effective January 1, 1993, the Company adopted a Management Incentive Plan (the
"MIP") for senior executives. Under the MIP, each participant is entitled to
receive their assigned share of the annual award
7
pool, which is computed based on operating income performance goals, as defined
in the MIP. No operating bonuses were earned under the operating MIP for the
three months ended March 31, 2003 and 2002.
The Company adopted amendments to the MIP in 1999 whereby an annual investment
performance bonus is earned by the Chief Executive Officer (CEO) based upon
pre-tax earnings of certain managed assets of the Company in excess of a base
index return, as defined. No investment performance bonus was earned by the CEO
for the three months ended March 31, 2003 and 2002.
In addition, under the amended MIP, the President of the Company earns a bonus
based upon the pre-tax operating profits earned by the Company as general
partner of a Partnership managed by the President and an annual bonus based upon
the pre-tax earnings of the Company's investment in the Partnership managed by
the President. No bonus was earned by the President under this amendment to the
MIP for the three months ended March 31, 2003 and 2002.
LITIGATION
Since the Company's announcement of Mr. Sosnoff's preliminary oral proposal (See
Note 5), three plaintiffs in three separate, but virtually identical, purported
class actions, have filed complaints in the Court of Chancery of the State of
Delaware (Berger v. Sosnoff, et al. (C.A. 20068), Breakwater Partners, LP v.
Sosnoff, et al. (C.A. 20073) and Schneider v. Atalanta/Sosnoff Capital Corp., et
al. (C.A. 20088)). These actions have been consolidated for all purposes under
the caption In re Atalanta/Sosnoff Capital Corp. Shareholder's Litigation,
Consolidated C.A. 20063. In each action the Company and its directors, as well
as Mr. Sosnoff, are named as defendants. Each of the plaintiffs seeks to enjoin
a transaction arising out of Mr. Sosnoff's proposal and alleges in generalized
form breaches of fiduciary duty by him and the directors. The Company believes
these actions are without merit and intends to vigorously defend them.
NOTE 4: TREASURY STOCK TRANSACTIONS
In December 2002, the Company purchased 6,000 shares of its common stock at a
market price of $10.25 per share.
NOTE 5: OFFER TO PURCHASE COMPANY
On December 6, 2002 the Company announced that Martin T. Sosnoff, Chairman and
Chief Executive Officer had proposed to the Board of Directors of the Company
that he (or an entity controlled by him) acquire the approximately 17% of the
Company he does not own at a price of $12.50 per share, subject to adjustment,
to reflect the value of the Company's portfolio of marketable securities. The
proposal is currently being considered by a committee of independent directors
of the Board.
8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q under the caption
"Management's Discussion and Analysis of Results of Operations and Financial
Condition", and elsewhere in this Report constitute "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 Quarterly
Report. 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.
9
Part I. Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition.
I. GENERAL
The assets of the Company totaled $92.4 million at March 31, 2003,
compared with $98.6 million at December 31, 2002, and book value per
common share totaled $10.78 at March 31, 2003, compared with $11.05 at
December 31, 2002.
Cash and cash equivalents totaled $1.6 million at March 31, 2003,
compared with $991,000 at December 31, 2002. Net investments (at
market) totaled $72.3 million at March 31, 2003, compared with $70.6
million at the end of 2002. Accumulated unrealized gains on
investments, net of deferred tax, totaled $34,000 at March 31, 2003
compared with accumulated unrealized losses, net of deferred tax
benefit, of $793,000 at December 31, 2002.
Assets under management at March 31, 2003 totaled $2.12 billion, or 12%
less than at March 31, 2002 and 4% more than at December 31, 2002.
The Company had a net loss of $3.1 million ($(.37) per common share )
for the three months ended March 31, 2003, compared with a net loss of
$1.2 million ($(.13) per common share) for the same period in 2002.
After eliminating non-operating charges, pretax operating loss totaled
$30,000 in the first quarter of 2003, compared with pretax operating
income of $703,000 in the first quarter of 2002.
II. ASSETS UNDER MANAGEMENT
Assets under management totaled $2.12 billion at March 31, 2003,
compared with $2.04 billion at December 31, 2002, and $2.41 billion at
March 31, 2002. Average assets under management decreased 12% to $2.08
billion in the first quarter of 2003, compared with $2.36 billion in
the comparable period a year ago. Average managed assets for the first
quarter of 2003 increased 1% compared with the fourth quarter of 2002.
During the first three months of 2003, new accounts of $89 million and
net positive client cash flows of $28 million, partially offset by lost
accounts of $36 million and negative performance of $2 million,
accounted for the $79 million net increase in managed assets. In the
twelve months ended March 31, 2003, new accounts of $229 million,
partially offset by lost accounts of $126 million, negative performance
of $350 million and net negative client cash flows of $38 million,
accounted for the $285 million net decrease in managed assets.
10
III. RESULTS OF OPERATIONS
QUARTERLY COMPARISON
Revenue from advisory fees and commissions ("operating revenue")
decreased 19% to $3.1 million in the first quarter of 2003, as compared
with $3.9 million in the first quarter of 2002. The Company had a net
loss on investments of $4.7 million in the first quarter of 2003,
compared with a net loss on investments of $2.8 million in the first
quarter of 2002. Expenses for the first quarter in each of 2003 and
2002 were $3.2 million.
The following table depicts variances in significant statement of
operations items for the three months ended March 31, 2003 compared
with the same period in 2002. Explanations of the variances follow the
table.
(000's)
3 Months Ended March 31,
-------------------------- Percentage
2003 2002 Change
----- ------ ------
A. Advisory fees $2,958 $3,454 (14)%
B. Realized and unrealized gains
(losses) from investments, net (5,197) (3,108) (67)%
C. Employees' compensation 2,020 1,994 1%
D. Non-compensation expenses 1,146 1,162 (1)%
o The 14% decrease in advisory fees is primarily due to the difficult
market conditions in 2003 resulting in a decrease in average assets
under management and thus a decline in advisory fees.
o The Company recorded a net realized and unrealized loss from
investments of $5.2 million in the first quarter of 2003, compared with
a net realized and unrealized loss from investment transactions of $3.1
million for the first quarter of 2002. The net realized and unrealized
losses from principal securities transactions were $3.1 million and
$2.1 million, respectively, for the first quarter of 2003, as compared
to net realized and unrealized losses of $748,000 and $2.4 million,
respectively, for the first quarter of 2002.
o There was a negligible increase of 1% in employees' compensation in the
first quarter of 2003 compared with 2002, whereas total employees has
remained consistent over the relevant accounting periods.
o Non-compensation expenses had a net decrease of 1% for the three months
ended March 31, 2003 as compared with the 2002 comparable quarter. The
net decrease was primarily related to lower clearing and execution
costs, certain professional fees and depreciation on fixed assets
partially offset by increases in selling expenses and rent.
11
IV. LIQUIDITY AND CAPITAL RESOURCES
Investments
-----------
Net investments, which includes corporate and convertible debt, U.S.
government agency debt instruments, marketable equity securities and
the Atalanta/Sosnoff Mutual Funds, aggregated $72.3 million at March
31, 2003, compared with $70.6 million at the end of 2002. Shareholders'
equity decreased to $91.2 million at March 31, 2003, from $93.5 million
at the end of 2002, primarily from a net loss of $3.1 million,
partially offset by an unrealized gain on investments (net of deferred
taxes) of $828,000 in the investment portfolio, for the three months
ended March 31, 2003. The Company had a net accumulated unrealized gain
on investments of $34,000 in shareholders' equity at March 31, 2003,
compared with a net accumulated unrealized loss of $793,000 at December
31, 2002.
At March 31, 2003, the Company's net investment portfolio at market
totaled $80.5 million (cost basis $80.5 million), compared with $78.3
million (cost $77.7 million) at the end of 2002, which was comprised of
cash and cash equivalents, net investments described above and
investments in Company sponsored limited partnerships. On the equity
side, the Company was invested primarily in 20 separate large-cap
equity securities at March 31, 2003, in a more concentrated fashion of
what it does for its managed client accounts.
If the equity market (defined as the S&P 500 index) were to decline by
10%, the Company might experience unrealized losses of approximately $8
million; if the market were to decline by 20%, the Company might
experience unrealized losses of $16 million. However, incurring
unrealized losses of this magnitude is unlikely with active management
of the portfolio. Since the positions are primarily large-cap equity
holdings, they can be sold easily on short notice with little market
impact. Ultimately, the Company will raise and hold cash to reduce
market risk.
Cash Flows
----------
At March 31, 2003, the Company had cash and cash equivalents of $1.6
million, compared with $991,000 at the end of 2002. Operating
activities generated net cash inflows of $484,000 in the three months
ended March 31, 2003, compared with $501,000 in the same period in
2002, reflecting the changing levels of operating assets and
liabilities and net income (loss) over those periods. Net cash provided
by investing activities totaled $77,000 in the first three months of
2003, compared with net cash outflows of $769,000 in the comparable
2002 period, reflecting the result of net proceeds from investment
transactions. Net cash outflows from financing activities was nil in
the first three months of 2003 compared with $104,000 in the comparable
2002 period. The cash outflow in 2002 was the result of purchasing
treasury stock, as described below.
Equity Transactions
-------------------
There were no equity transactions during the first three months of
2003. In February and March 2002 the Company purchased an aggregate of
10,000 shares of its common stock at an average market price of $10.41
per share.
Financing Arrangements
----------------------
At March 31, 2003, there were no liabilities for borrowed money.
12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
None, except as set forth under heading, "Investments", in Part I, Item 2.,
Subpart IV hereof.
Item 4. Controls and Procedures
The Chief Executive Officer and Principal Financial Officer of the
Corporation, based on their evaluation of the Disclosure Controls and Procedures
in place on May 9, 2002, have concluded that they are effective to provide
reasonable assurance that the Corporation is able to collect, process and
disclose the information required by this Quarterly Report and there were not
any significant changes in the Corporation's internal controls or in other
factors which could significantly effect these controls subsequent to the date
of their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses in such controls and procedures. The
Corporation has initiated a program of regular review of its disclosure controls
and procedures by a newly formed committee composed of its General Counsel and
Chief Financial Officer.
13
Part II. Other Information
Item 1. Legal Proceedings
There are no legal proceedings to which the Company or any of its property
is subject which, in the opinion of the Company's management, would have a
material adverse effect upon the Company's business or operations.
On December 6, 2002, the Company announced that it had received a proposal
from Martin Sosnoff to 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 from Martin
Sosnoff, Chairman of the Board and Chief Executive Officer. 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. As
announced, the transaction would also be subject to negotiation of a definitive
agreement and other customary conditions to closing.
Since the Company's announcement of Mr. Sosnoff's preliminary oral
proposal, in December 2002, three plaintiffs in three separate, but virtually
identical, purported class actions, have filed complaints in the Court of
Chancery of the State of Delaware (Berger v. Sosnoff, et al. (C.A. 20068),
Breakwater Partners, LP v. Sosnoff, et al. (C.A. 20073) and Schneider v.
Atalanta/Sosnoff Capital Corp., et al. (C.A. 20088)). These actions have been
consolidated for all purposes under the caption In re Atalanta/Sosnoff Capital
Corp. Shareholder's Litigation, Consolidated C.A. 20063. In each action the
Company and its directors, as well as Mr. Sosnoff, are named as defendants. Each
of the plaintiffs seeks to enjoin a transaction arising out of Mr. Sosnoff's
proposal and alleges in generalized form breaches of fiduciary duty by him and
the directors. The Company believes these actions are without merit and intends
to vigorously defend them.
On January 31, 2003, Mr. Sosnoff wrote to the Special Committee setting
forth his proposal, briefly describing the structure of the proposed transaction
and the reasons, for his proposal.
Item 2. Changes in Securities
None.
Item 3. Default upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
14
Item 5. Other Information.
None.
Item 6.
(a) Exhibits
Number Description Page
------ ----------- ----
11 Computation of Earnings (Loss) Per Common Share 17
99.1 Certification Pursuant to Section 906 of
Sarbanes - Oxley Act of 2002 of Martin T. Sosnoff 22
99.2 Certification Pursuant to Section 906 of Sarbanes
- Oxley Act of 2002 of Kevin S. Kelly 23
(b) Reports of Form 8 - K
None.
15
SIGNATURES
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, thereunto duly authorized.
Atalanta/Sosnoff Capital Corporation
Date: May 9, 2003 /s/ Martin T. Sosnoff
------------------------------------------
Martin T. Sosnoff
Chairman of the Board and Chief
Executive Officer
Date: May 9, 2003 /s/ Kevin S. Kelly
------------------------------------------
Kevin S. Kelly
Senior Vice President Finance, Chief
Operating Officer, Chief Financial
Officer, Secretary
16