UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
Craig B. Steinberg Stephen C. Kahr, Esq.
c/o Atalanta/Sosnoff Capital Corporation Greenberg & Kahr
101 Park Avenue, New York, NY 10178 230 Park Ave., New York, NY 10169
(212) 867-5000 Tel: (212) 297-0130
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 9 Pages
CUSIP NO. 046499109
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Craig B. Steinberg
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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)
PF
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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
642,008
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Number of 8. Shared Voting Power
Shares
Beneficially
Owned by ---------------------------------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person with 642,008
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
642,008
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
7.5%
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14. Type of Reporting Person (See Instructions)
IN
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Page 2 of 9 Pages
Item 1. Security and Issuer
This Amendment No. 1 to the Statement on Schedule 13D of Craig B.
Steinberg (the "Statement") originally filed on October 16, 1997 relates to the
shares (the "Shares") of the Common Stock, par value $0.01 per share (the
"Common Stock"), of Atalanta/Sosnoff Capital Corporation (the "Company"), 101
Park Avenue, New York, NY 10178.
Item 2. Identity and Background
(a) The name of the reporting person is Craig B. Steinberg.
(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 President of the Company and its
subsidiary, Atalanta/Sosnoff Capital Corporation (Delaware) and its
Director of Research. He is also a member of the Boards of Directors
and of the Executive Committees of these companies. The address of
the Company and its subsidiary 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
Page 3 of 9 Pages
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.
Mr. Steinberg paid $6,000 of his personal funds for the purchase of
600,000 Shares granted as a Restricted Stock Award pursuant to a Restricted
Stock Award Agreement, dated as of September 17, 1997, between the Company and
Mr. Steinberg (the "Award Agreement"). The Award became effective on September
17, 1997 upon Mr. Steinberg's execution of the Award Agreement on September 30,
1997, under the Company's 1996 Long Term Incentive Plan (the "Plan"). A copy of
the Plan was attached as Exhibit A and incorporated herein by reference to this
Statement as filed on October 16, 1997. For a complete description of the
transaction and the terms of the Plan, reference is made to Exhibit A and to the
Company's proxy statement for the 1996 Annual Meeting of Stockholders under the
heading "Approval of 1996 Long Term Incentive Plan" (at pages 12-14), and to the
Award Agreement, which pages and agreement were attached as Exhibits B and C,
respectively, to this Statement as filed on October 16, 1997 and incorporated
herein by reference.
Item 4. Purpose of Transaction.
Reference is made to Exhibit B which was attached to this Statement as
originally filed on October 16, 1997 for a discussion of the Company's reasons
for
Page 4 of 9 Pages
adopting the Plan. Mr. Steinberg acquired the Shares under the Award Agreement
for investment in order to become a significant equity participant in the
Company.
(a) Mr. Steinberg may acquire additional securities of the
Company from time to time and may, subject to applicable laws and the
agreements described under Items 5 and 6 hereof, dispose of securities
of the Company from time to time.
(b) - (j) Mr. Steinberg has no current plans or proposals which
relate to or would result in any of the events, actions or conditions
enumerated in paragraphs (b) through (j) of the instructions to this
Item 4, but reserves the right to participate, engage in or otherwise
act in a manner which would relate to or result in any of such events,
actions or conditions.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Steinberg beneficially owns an aggregate of 642,008 Shares,
constituting 7.5% of the outstanding Common Stock.* The Shares beneficially
owned by Mr. Steinberg include 100,000 Shares issuable upon the exercise of
currently exercisable options (the "Options") granted to Mr. Steinberg on
December 7, 1995 pursuant to the Company's 1987 Stock Option Plan (such Plan is
referred to
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* Based on an aggregate of 8,528,707 shares of Common Stock outstanding as
reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2002, plus Shares subject to currently exercisable options held
by the Reporting Person and less the 57,992 shares sold by the Reporting Person
to the Company to discharge his current indebtedness as reported herein.
Page 5 of 9 Pages
herein as the "Stock Option Plan"). The Options are exercisable at $9.50 per
Share. The Options are currently fully vested. Reference is made to the Stock
Option Plan as filed with the Securities and Exchange Commission as an Exhibit
to the Company's Registration Statement on Form S-8 on March 31, 1987
(Registration No. 33-13063), which is hereby incorporated herein by reference
for the other terms and conditions of the Stock Option Plan.
(b) Mr. Steinberg has sole voting and sole dispositive power with
respect to 642,008 Shares (assuming the exercise of the currently exercisable
options). In accordance with the Plan and the Award Agreement, the 600,000
Shares purchased by Mr. Steinberg pursuant to the Plan and the Award Agreement
were subject to repurchase by the Company in the event of the termination of Mr.
Steinberg's employment, if such termination is voluntary, as defined therein.
The Company's right to repurchase the Shares in the event of such termination of
Mr. Steinberg's employment has lapsed.
Under the Award Agreement, the Company, upon request, has extended loans
to Mr. Steinberg for the purpose of discharging his personal tax liability
incurred by reason of the grant of the Restricted Stock awarded under the Award
Agreement, the lapse at annual intervals of the Company's right to repurchase
the Restricted Stock and any dividends received thereon. When Mr. Steinberg
requests such loans, he is required to pledge Shares of a fair market value
equivalent to the loan to secure his obligation to repay such indebtedness.
Reference is hereby made to the Award Agreement and its exhibits, a Note and
Pledge Agreement annexed as Exhibit A and B to the Award Agreement, which
agreement and exhibits
Page 6 of 9 Pages
are attached to the Statement as filed on October 16, 1997 as Exhibit C and
incorporated herein by reference for the terms and provisions of such loan and
pledge.
Since the purchase of the Restricted Stock, Mr. Steinberg has received
loans from the Company pursuant to his request in respect of each event giving
rise to personal tax liability under the Award Agreement when the Company's
right to repurchase portions of the Restricted Stock has lapsed and when
dividends have been paid thereon. The aggregate loans made to Mr. Steinberg
under the Award Agreement are described in the Company's Proxy Statement for its
2002 Annual Meeting of Stockholders, pages 8-10 which is annexed hereto as
Exhibit A and hereby incorporated herein by reference.
(c) At September 30, 2002, indebtedness, including principal and
interest, in the amount of $565,421 incurred in connection with loans made by
the Company to defray Mr. Steinberg's personal tax liability under the Award
Agreement became due. Mr. Steinberg elected, in accordance with the terms of the
Note annexed to the Award Agreement as Exhibit A thereto, to defray such
indebtedness by applying Restricted Stock at its closing sales price as of the
close of business on such day. The closing sales price on September 24, 2002,
the date upon which Mr. Steinberg elected to apply the Shares of Common Stock of
the Company to his obligation was $9.75 per share. Accordingly, Mr. Steinberg
applied to the payment of his obligation to the Company 57,992 shares of his
Restricted Stock at a sales price of $9.75 per share.
Page 7 of 9 Pages
(d) Inapplicable
(e) Inapplicable
Item 6. Contracts, Arrangements, Understandings of Relationships with Respect to
Securities of the Issuer.
Inapplicable, except as noted above.
Item 7. Material to be Filed as Exhibits.
Exhibit A. "Executive Compensation" (pages 5-6 of the Proxy Statement
for the 2002 Annual Meeting of Stockholders of Atalanta/Sosnoff Capital
Corporation.)
Page 8 of 9 Pages
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/ Craig B. Steinberg
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Craig B. Steinberg
Dated: October 1, 2002
Page 9 of 9 Pages
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's
Chief Executive Officer and to each of the Company's four other most highly
compensated executive officers who were officers during 2001.
LONG-TERM COMPENSATION
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ANNUAL COMPENSATION RESTRICTED SECURITIES ALL OTHER
NAME AND ------------------------------ OTHER ANNUAL STOCK UNDERLYING COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS SATION (10)
------------------ ---- ------ ----- ------------ ------ ------- -----------
MARTIN T. SOSNOFF 2001 $1,000,000 $ 0 (1) $8,500
Chairman of the Board; 2000 1,000,000 2,405,350 (1) 17,000
Chief Executive Officer; Director 1999 1,000,000 3,446,000 (1) 16,000
CRAIG B. STEINBERG 2001 700,000 264,022 (1,2) $1,588,500 (4) $8,500
President and Director 2000 700,000 2,404,744 (1) 1,573,500 (4) 17,000
of Research; Director 1999 700,000 86,758 (3) 1,479,750 (4) 16,000
ANTHONY G. MILLER 2001 350,000 $ 0 (1) 463,313 (6) $8,500
Executive Vice President, 2000 350,000 181,150 (1,5) 458,938 (6) 17,000
Chief Operating Officer, Secretary 1999 350,000 50,000 (5) 431,594 (6) 16,000
JAMES D. STAUB 2001 175,000 $699,914 (7) $8,500
Senior Vice President 2000 175,000 619,486 (7) 17,000
of subsidiaries 1999 175,000 489,188 (7) 16,000
WILLIAM M. KNOBLER 2001 103,125 (8) 558,630 (9) $8,500
Senior Vice President 2000 113,975 (8) 824,189 (9) 17,000
of subsidiary 1999 334,245 (8) 1,499,800 (9) 16,000
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(1) Represents amounts received as bonuses by participants in the Company's
MIP. See "Management Incentive Plan" hereinafter in this proxy statement.
(2) Includes a discretionary bonus of $200,000 in 2001.
(3) Based on an agreement with the Company, Mr. Steinberg receives a bonus
based upon the pre-tax operating profits receivable by a subsidiary of the
Company as general partner of the investment partnership Mr. Steinberg
manages on behalf of the Company. See "Management Incentive Plan"
hereinafter in this proxy statement.
(4) Represents non-cash compensation required to be reported for tax purposes.
Mr. Steinberg was awarded the right to purchase and purchased 600,000
shares of the Company's common stock for the purchase price of $0.01 per
share as of September 17, 1997 under the Company's LTIP. For tax purposes,
the Company and Mr. Steinberg report the compensation element of the award
in the years in which the Company's right to repurchase equal fractions of
the award lapse at the first through the fourth anniversaries of the date
of the award. Under this method, Mr. Steinberg will report compensation of
$1,588,500 in 2001 (based on a market price of $10.60 per share at the
fourth anniversary), and reported $1,573,500 in 2000 (based on a market
price of $10.50 per share at the third anniversary), and $1,479,750 in 1999
(based on a market price of $9.88 per share at the second anniversary), and
$1,273,500 in 1998 (based on a market price of $8.50 per share at the first
anniversary). The Company recorded unearned compensation in shareholders'
equity of approximately $7.0 million at the time of the award which was
amortized to compensation expense. Approximately $436,000 was expensed in
the fourth quarter of 1997 for financial reporting purposes and
approximately $1.7 million was expensed in each full calendar year
thereafter as the right to repurchase the award lapsed, ending September
30, 2001. At September 17, 1997, the stock award value was approximately
$7.0 million based on the difference between the purchase price and the
market value of the award at such date, and the stock award value was
approximately $7.2 million based upon such calculation at December 31,
1997, $5.0 million at December 31, 1998, $5.2 million at December 31, 1999,
$6.4 million at December 31, 2000, and $6.2 million at December 31, 2001.
In 1997, the Company loaned Mr. Steinberg $46,740 with interest at the
applicable federal rate for taxes attributable to dividends paid on the
shares received in his award. In 1998, the Company loaned Mr. Steinberg
$539,847 with interest at the applicable federal rate for taxes
attributable to the compensation element of his award and dividends paid on
the unvested shares received in his award. In 1999, the Company loaned Mr.
Steinberg $849,338 with interest at the applicable federal rate for taxes
attributable to the compensation element of his award. In 2000, the Company
loaned Mr. Steinberg $762,361 with interest at the applicable federal rate
for taxes attributable to the compensation element of his award. In 2001,
the Company loaned Mr. Steinberg $769,628 with interest at the applicable
rate for taxes attributable to the compensation element of his award and
dividends paid on the unvested shares received in his award. In 1998, Mr.
Steinberg paid $11,941 of interest to the Company related to these loans,
in 1999 he paid $45,603, in 2000 he paid $83,718, and in 2001 he paid
$127,673.
(5) Includes discretionary bonuses of $50,000 in 1999 and $100,000 in 2000.
(6) Represents non-cash compensation required to be reported for tax purposes.
Mr. Miller was awarded the right to purchase and purchased 175,000 shares
of the Company's common stock for the purchase price of $0.01 per share as
of September 17, 1997 under the Company's LTIP. For tax purposes, the
Company and Mr. Miller report the compensation element of the award in the
years in which the Company's right to repurchase fractions of the award
lapses at the first through the fourth anniversaries of the date of the
award. Under this method, Mr. Miller will report compensation of $463,313
in 2001 (based on a market price of $10.60 per share at the fourth
anniversary), reported $458,938 in 2000 (based on a market price of $10.50
per share at the third anniversary), reported $431,594 in 1999 (based on a
market price of $9.88 per share at the second anniversary), and reported
$371,438 in 1998 (based on a market price of $8.50 per share at the first
anniversary). The Company recorded unearned compensation in shareholders'
equity of approximately $2.0 million at the time of the award which was
amortized to compensation expense. Approximately $127,000 was expensed in
the fourth quarter of 1997 for financial reporting purposes and
approximately $508,000 was expensed in each full calendar year thereafter
as the right to repurchase the award lapsed, ending September 30, 2001. At
September 17, 1997, the stock award value was approximately $2.0 million
based on the difference between the purchase price and the market value of
the award at such date, and the stock award value was approximately $2.1
million based upon such calculation at December 31, 1997, $1.5 million at
December 31, 1998, $1.5 million at December 31, 1999, $1.9 million at
December 31, 2000, and $1.8 million at December 31, 2001. In 1997, the
Company loaned Mr. Miller $13,633 with interest at the applicable federal
rate for taxes attributable to dividends paid on the shares received in his
award. In 1998, the Company loaned Mr. Miller $157,455 with interest at the
applicable federal rate for taxes attributable to the compensation element
of the award and dividends paid on the unvested shares received in his
award. In 1999, the Company loaned Mr. Miller $243,265 with interest at the
applicable federal rate for taxes attributable to the compensation element
of the award. In 2000, the Company loaned Mr. Miller $222,356 with interest
at the applicable federal rate for taxes attributable to the compensation
element of the award. In 2001, the Company loaned Mr. Miller $224,475 with
interest at the applicable federal rate for taxes attributable to the
compensation element of his award and dividends paid on the unvested shares
received in his award. In 1998, Mr. Miller paid $2,843 of interest to the
Company related to these loans, in 1999 he paid $13,149, in 2000 he paid
$24,215, and in 2001 he paid $36,988.
(7) Represents additional compensation paid to Mr. Staub in lieu of a bonus
based upon a percentage of investment advisory fees received by the Company
from clients solicited by Mr. Staub under an agreement with the Company.
See "Agreements and Transactions with Directors and Executive Officers"
hereinafter in this proxy statement.
(8) In 1999 and 2000, Mr. Knobler's salary was set based on the revenues
received by the Company from clients of the Company to whom Mr. Knobler
provides investment management services ("SVP" clients), net of the costs
associated with such revenues, under an arrangement with the Company. In
2001, Mr. Knobler's salary was set as a percentage of the gross revenues
received from these clients in 2001, under an arrangement with the Company.
(9) The 2000 and 2001 amounts represent the second and third (final)
installment payments, respectively, made to Mr. Knobler by the Company in
January 2000 and January 2001 relating to the relinquishment of his right
to receive revenue from SVP clients under a new facilities agreement with
the Company. The 1999 amount includes $1,498,766 representing the first
installment payment. See "Agreements and Transactions with Directors and
Executive Officers".
(10) Represents contributions by the Company to the account of such officers
under the Company's Profit Sharing Plan for its employees. See "Profit
Sharing Plan" hereinafter in this proxy statement.
Except as noted, none of the individuals listed above received non-cash
compensation during 2001 in excess of the lesser of $50,000 or 10% of his
total annual salary and bonus.