UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
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 27, 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 6,916,000
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Number of 8. Shared Voting Power 84,000
Shares ----------------------------------------------------------------------------------------
Beneficially
by Owned by 9. Sole Dispositive Power 6,916,000
Each Reporting ----------------------------------------------------------------------------------------
Person With
10. Shared Dispositive Power 84,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,916,000
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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) 81.7%
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14. Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer
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This amendment No. 10 dated as of January 16, 2003 (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 Mr. Sosnoff's gift of 84,000 shares of Common
Stock to a private foundation, the Martin and Toni Sosnoff Foundation (the
"Foundation") ,of which Mr. Sosnoff is a trustee, and (b) material events which
have occurred since the filing of the last amendment to the Statement which
relate to Mr. Sosnoff's plans or proposals in the last amendment in Item 4
hereof.
Item 4. Purpose of the Transaction
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On Thursday, December 5, 2002, Mr. Sosnoff orally made a preliminary
proposed 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.
Since the Company's announcement of Mr. Sosnoff's preliminary oral
proposal, 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. Mr. Sosnoff believes these actions
are without merit.
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.
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(a), (b) On December 27, 2002, Mr. Sosnoff gave 84,000 shares of Common
Stock to the Martin and Toni Sosnoff Foundation. Mr. Sosnoff beneficially owns
an aggregate of 6,916,000 Shares constituting approximately 81.7% of the
outstanding Common Stock.* The Foundation owns 84,000 shares of Common Stock,
constituting 0.99% 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 owned by the foundation, he would be deemed to own
7,000,000 Shares or 82.8% of 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.
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: January 16, 2003