UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 22, 2002
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Atalanta/Sosnoff Capital Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-9137 13-3339071
(State or other jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
101 Park Avenue, New York, New York 10178 10178
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 867-5000
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(Former name or former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4. Changes in Registrant's Certifying Accountant.
On March 22, 2002 the Board of Directors of the Company, upon
recommendation of the Audit Committee, appointed the firm of Rothstein, Kass &
Company, P.C. independent auditors for the Company for 2002, subject to
ratification by the stockholders. Arthur Andersen LLP had served as independent
auditors of the Company since 1989. The Audit Committee determined not to
recommend the reappointment of this firm based upon the Committee's concern
about this firm's exposure to civil and criminal liabilities. Arthur Andersen
LLP's reports on the Company's financial statements during this period have not
contained any adverse opinion or disclaimer of opinion or any qualification or
modification of any kind nor have there been any disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
The engagement of Rothstein, Kass & Company, P.C. is expected to
commence as of the beginning of the Company's 2002 fiscal year.
In accordance with Temporary Rule 3T to Regulation S-X Registrant
simultaneously herewith filed a letter making certain representations to the
Securities and Exchange Commission about Arthur Andersen LLP, its former
accountants, as Exhibit 99.1 to its Annual Report on Form 10-K which is annexed
hereto as Exhibit 1 hereto and hereby incorporated herein by reference and
solicited and received from such accountants a statement from them agreeing with
the statements made by Registrant in response to Item 304(a) of Regulation S-K
filed as Exhibit 99.2 to Registrant's Annual Report on Form 10-K which is
annexed as Exhibit 2 hereto and hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(C) Exhibits
1. Letter of Registrant dated March 22, 2002
2. Letter of Arthur Andersen LLP dated March 26,2002
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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 hereunto duly authorized.
Atalanta/Sosnoff Capital Corporation
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(Registrant)
Date: March 27, 2002 /s/ Kevin S. Kelly
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(Signature)
Kevin S. Kelly, Senior Vice President
and Chief Financial Officer
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ATALANTA/SOSNOFF
CAPITAL CORPORATION 101 Park Avenue, New York, New York 10178-0008
(212) 867-5000
FAX (212) 922-1834
[LOGO]
March 22, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Temporary Note 3T to Article 3 of Regulation S-X
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Gentlemen:
The consolidated financial statements of Atalanta/Sosnoff Capital Corporation
and subsidiaries as of December 31, 2001 and for the year then ended were
audited by Arthur Andersen LLP which issued its report thereon dated March 15,
2002. Arthur Andersen LLP has represented to us by the annexed letter that its
audit was subject to its quality control system for the U.S. accounting and
auditing practice to provide reasonable assurance that the engagement was
conducted in compliance with professional standards, that there was appropriate
continuity of Arthur Andersen personnel working on the audit and availability of
national office consultation. It also stated that availability of personnel at
foreign affiliates of Arthur Andersen was not relevant to its audit.
Very truly yours,
/s/ Kevin S. Kelly
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Kevin S. Kelly,
Senior Vice President &
Chief Financial Officer
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[ANDERSEN LOGO]
Arthur Andersen LLP
1345 Avenue of the Americas
New York, NY 10105-0032
www.andersen.com
March 26, 2002
Office of the Chief Accountant
Securities and Exchange Commision
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
We have read the first paragraph of Item 4 included in the Form 8-K dated March
22, 2002 of Atalanta/Sosnoff Capital Corporation filed with the Securities and
Exchange Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
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