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, 2001 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
--------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
(212) 867-5000
--------------------------------------------------------------------------------
(Registrant's Telephone Number, including area code)
--------------------------------------------------------------------------------
(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 following
requirements for the past 90 days.
Yes [X] No [ ]
As of May 11, 2001 there were 8,996,107 shares of common stock outstanding.
ATALANTA/SOSNOFF CAPITAL CORPORATION
INDEX
Part I - Financial Information PAGE NO.
Item 1 - Financial Statements
Condensed Consolidated Statements
of Financial Condition - March 31, 2001
and December 31, 2000 3
Condensed Consolidated Statements
of Operations and Comprehensive Income (Loss)-
Three Months Ended March 31, 2001 and 2000 4
Condensed Consolidated Statement
of Changes in Shareholders' Equity -
Three Months Ended March 31, 2001 5
Condensed Consolidated Statements of
Cash Flows - Three Months Ended
March 31, 2001 and 2000 6
Notes to Condensed Consolidated 7-9
Financial Statements
Special Note Regarding Forward-Looking Statements 10
Item 2 - Management's Discussion and Analysis
of Results of Operations and Financial
Condition 11-13
Part II - Other Information
Items 1-6 14
Signatures 15
Exhibit 11 - Computation of Earnings Per Share 16
2
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
ASSETS MARCH 31, 2001 DECEMBER 31, 2000
------ -------------- -----------------
Assets:
Cash and cash equivalents $ 2,383,700 $ 3,488,606
Accounts receivable 5,705,313 6,270,846
Due from brokers 1,449,031 3,086,636
Investments, at market 72,583,665 83,597,861
Investments in limited partnerships 24,018,371 25,295,627
Fixed assets, net 1,587,900 1,694,353
Exchange memberships, at cost 402,000 402,000
Other assets 3,140,975 3,078,246
------------- -------------
Total assets $ 111,270,955 $ 126,914,175
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Income taxes payable $ 6,053,633 $ 10,623,550
Securities sold not yet purchased, at market value 3,294,464 866,469
Accounts payable and other liabilities 578,510 674,335
Accrued compensation payable 132,787 5,415,419
Dividends payable -- 2,268,781
------------- -------------
Total liabilities 10,059,394 19,848,554
------------- -------------
Commitments and contingencies
Shareholders' equity:
Preferred stock, par value $1.00 per share;
5,000,000 shares authorized; none issued -- --
Common stock, $.01 par value; 30,000,000
shares authorized , 9,075,127
shares issued 90,751 90,751
Additional paid-in capital 19,360,259 19,360,259
Retained earnings 83,589,430 85,210,852
Accumulated other comprehensive income (loss) -
unrealized gains (losses) from investments,
net of deferred income tax (credit) (17,420) 4,777,820
Unearned compensation (1,125,197) (1,687,799)
Treasury stock, at cost, 69,900 shares (686,262) (686,262)
------------- -------------
Total shareholders' equity 101,211,561 107,065,621
------------- -------------
Total liabilities and shareholders' equity $ 111,270,955 $ 126,914,175
============= =============
Book value per common share $ 11.24 $ 11.89
============= =============
See Notes to Condensed Consolidated Financial Statements
3
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
THREE MONTHS ENDED
------------------
MARCH 31, 2001 MARCH 31, 2000
-------------- --------------
Revenues:
Advisory fees $ 3,608,317 $ 5,528,264
Commissions and other operating revenues 560,478 541,209
Realized and unrealized gains (losses) from principal
securities transactions, net (3,255,272) 11,277,330
Interest and dividend income, net 234,593 197,744
------------ ------------
Total revenues 1,148,116 17,544,547
------------ ------------
Costs and expenses:
Employees' compensation 2,830,463 3,414,550
Clearing and execution costs 238,999 346,914
Selling expenses 128,057 163,114
General and administrative expenses 919,019 802,341
------------ ------------
Total costs and expenses 4,116,538 4,726,919
------------ ------------
Income (loss) before provision for
income taxes (credit) (2,968,422) 12,817,628
Provision for income taxes (credit) (1,347,000) 5,411,000
------------ ------------
Net income (loss) $ (1,621,422) $ 7,406,628
============ ============
Earnings (loss) per common share - basic $ (0.18) $ 0.82
============ ============
Earnings (loss) per common share - diluted N/A $ 0.82
============ ============
Net income (loss), as presented above $ (1,621,422) $ 7,406,628
Other comprehensive income (loss):
Net unrealized gains (losses) from investments,
net of deferred income tax (credit) (4,795,240) (4,603,656)
------------ ------------
Comprehensive income (loss) $ (6,416,662) $ 2,802,972
============ ============
See Notes to Condensed Consolidated Financial Statements
4
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2001
(UNAUDITED)
Accumulated other
comprehensive
income (loss) -
Additional unrealized gains
Common Paid-In Retained (Losses) from Unearned Treasury
Stock Capital Earnings investments, net Compensation Stock Total
-------- ------------ ------------- ------------------ ------------- ---------- -------------
Balance -
December 31, 2000 $ 90,751 $ 19,360,259 $ 85,210,852 $ 4,777,820 ($ 1,687,799) ($ 686,262) $ 107,065,621
Amortization of unearned
compensation 562,602 562,602
Net unrealized losses
from investments, net of
deferred income tax credit (4,795,240) (4,795,060)
Net income (loss) (1,621,422) (1,621,422)
-------- ------------ ------------- ------------- ------------- ---------- -------------
Balance -
March 31, 2001 $ 90,751 $ 19,360,259 $ 83,589,430 ($ 17,420) ($ 1,125,197) ($ 686,262) $ 101,211,561
======== ============ ============= ============= ============= ========== =============
See Notes to Condensed Consolidated Financial Statements
5
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(UNAUDITED)
2001 2000
------------ ------------
Cash flows from operating activities:
Net income (loss) $ (1,621,422) $ 7,406,628
Adjustments to reconcile net income (loss) to
net cash used in operating
activities:
Depreciation and amortization 128,223 106,151
Amortization of unearned compensation 562,602 562,602
Realized and unrealized (gains) losses from
principal securities transactions, net 3,255,272 (11,277,330)
Increase (decrease) from changes in:
Accounts receivable 565,533 (507,236)
Other assets (62,729) (107,485)
Income taxes payable (1,373,090) 796,450
Accounts payable and other liabilities (95,825) 146,886
Accrued compensation payable (5,282,632) (3,759,979)
------------ ------------
Net cash used in operating activities (3,924,068) (6,633,313)
------------ ------------
Cash flows from investing activities:
Due from (to) brokers 1,637,605 (8,297,630)
Purchases of fixed assets (21,770) (258,484)
Purchases of investments (78,992,770) (51,918,982)
Proceeds from sales of investments 82,464,878 64,498,055
------------ ------------
Net cash provided by investing activities 5,087,943 4,022,959
------------ ------------
Cash flows from financing activities:
Dividends paid (2,268,781) --
Purchases of treasury stock -- (103,227)
------------ ------------
Net cash used in financing activities (2,268,781) (103,227)
------------ ------------
Net increase (decrease) in cash and cash equivalents (1,104,906) (2,713,581)
Cash and cash equivalents, beginning of period 3,488,606 4,387,987
------------ ------------
Cash and cash equivalents, end of period $ 2,383,700 $ 1,674,406
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 79,138 $ 30,656
============ ============
Income taxes $ 26,090 $ 4,614,550
============ ============
See Notes to Condensed Consolidated Financial Statements
6
ATALANTA/SOSNOFF CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Unaudited Information
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, 2001, and the results of its operations and cash flows for the
three months ended March 31, 2001 and 2000. Certain information normally
included in the financial statements and related notes prepared in accordance
with generally accepted accounting principles 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, 2000 Annual Report on Form 10-K. Information
included in the condensed consolidated balance sheet as of December 31, 2000 has
been derived from the audited consolidated financial statements appearing in the
Company's Annual Report on Form 10-K.
Note 2: Investments, at Market
The Company records its investments in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 115, with the exception
of investments held by Management. The Company has designated certain
investments held by the Holding Company, Capital and ASCC in equity and debt
securities as "available for sale" and, accordingly, recorded these investments
at market value with the related unrealized gains and losses net of deferred
taxes reported as a separate component of shareholders' equity. ASCC holds
certain equity and debt securities as "trading" securities which are recorded at
market value, with the related unrealized gains and losses reflected in the
consolidated statements of operations and comprehensive income (loss).
Investments held by Management are recorded at market value, with the related
unrealized gains and losses reflected in the consolidated statements of
operations and comprehensive income (loss).
Investments are recorded on trade date. The cost of investments sold is
determined on the first-in, first-out method. Securities listed on a securities
exchange for which market quotations are available are valued at the last quoted
sales price as of the last business day of the period. Investments in mutual
funds are valued based upon the net asset value of shares held as reported by
the fund. Securities with no reported sales on such date are valued at their
last closing bid price. Dividends and interest are accrued as earned.
Capital serves as a general partner for three Company-sponsored investment
partnerships (the "Partnerships") and as the investment manager for a
Company-sponsored offshore investment fund (the "Offshore Fund"). Investments in
limited partnerships are carried in the accompanying condensed consolidated
financial statements at the Company's share of the net asset values as reported
by the respective Partnerships with the unrealized gain or loss recorded in the
consolidated statements of operations and comprehensive income (loss).
7
Notes to Condensed Consolidated Financial Statements (cont'd)
Note 3: Non-Cash Compensation Charges ("NCCC") Under 1996 Long Term Incentive
Plan ("LTIP")
In September 1997, the Company awarded 775,000 shares of restricted stock at the
issue price of $.01 per share to two senior executives of the Company under the
terms of the LTIP. Such awards vest over the four year period ending September
30, 2001. The difference of $9.0 million between market value ($11.625 per
share) on the date of grant and the purchase price was recorded as unearned
compensation in shareholders' equity and is being amortized over a four-year
period which commenced with the fourth quarter of 1997 (approximately $563,000
per quarter and $2.25 million annually). Accordingly, NCCC of approximately
$563,000 were charged to operations in both the first quarter of 2001 and 2000,
respectively.
Note 4: Senior Vice President Accounts
Certain high net worth accounts subject to the over-all supervision and control
of the Company are under the management of a Senior Vice President (the "SVP
Accounts"). Effective October 1, 1998, the Company entered into a facilities
agreement with the SVP for the period ended December 31, 2000 under which the
SVP relinquished the right to receive revenues generated by the investment
management and brokerage services provided to the SVP Accounts to the Company.
Pursuant to this Agreement, the Company has made payments to the SVP in three
installments in January of 1999, 2000 and 2001 based upon a multiple of
annualized revenues of the SVP Accounts in the fourth quarter of 1998, 1999 and
2000, respectively. Based upon the SVP Accounts asset value over the period, the
Company recognized approximately $2.9 million as compensation expense ratably
over the term of the arrangement. In addition, Management and the SVP agreed to
change the split of Net Profits paid to the SVP from 100% during the twelve
month period ended September 30, 1998 to 50% for the twelve month period ended
September 30, 1999, 25% for the twelve month period ended September 30, 2000,
and 0% thereafter. The SVP has remained an employee of the Company.
Note 5: Compensation Expense
Effective January 1, 1993, the Company adopted the Management Incentive Plan
(the "MIP") for certain senior executives. Under the MIP, each participant is
entitled to receive their assigned share of the annual reward pool, which is
computed based on operating income performance goals, as defined in the MIP.
There was no MIP operating bonus earned and accrued in the three months ended
March 31, 2001 and 2000, respectively.
Pursuant to the MIP, the President of the Company earns a bonus based upon the
pretax operating profits earned by the Company as general partner of the hedge
fund managed by the President, and an annual bonus based upon the pretax
earnings of the Company's investment in the hedge fund managed by the President
in excess of a base indexed return, subject to a ceiling of 10% of total pretax
income. Compensation expense related to these bonuses was $300,000 for the three
months ended March 31, 2000, compared with none for the three months ended March
31, 2001.
In addition, under the MIP, an annual bonus is earned by the Chief Executive
Officer (CEO) based upon the pretax earnings of certain managed assets of the
Company in excess of a base indexed return, as defined, subject to a ceiling of
10% of total pretax income. Included in compensation expense related to Notes to
8
Condensed Consolidated Financial Statements (cont'd)
the MIP are accrued bonuses to the CEO totaling $100,000 for the three months
ended March 31, 2000, compared with none for the three months ended March 31,
2001.
Note 6: Treasury Stock
In January and February 2000, the Company purchased 6,500 and 5,000 shares,
respectively, of its common stock at an average market price of $8.98 per share.
In August and September 2000, the Company purchased 19,000 and 39,400 shares,
respectively, of its common stock at an average market price of $9.98 per share.
In May 2001, the Company purchased 9,120 shares of its common stock at the
market price of $11.00 per share.
Note 7: Earnings (Loss) Per Share
Basic earnings (loss) per share amounts were computed based on 9,005,227 and
9,066,270 weighted average common shares outstanding in the first quarters of
2001 and 2000, respectively. Diluted earnings per share amounts were computed
based on 9,075,307 weighted average common shares outstanding in the first
quarter of 2000. Because the Company reported a loss for the first quarter of
2001, the effect of stock options is antidiluted in determining dilutive
earnings per share.
See Exhibit 11 for further details on the computation of earnings per common
share.
9
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.
10
Part I. Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition.
I. General
Assets totaled $111.3 million at March 31, 2001, compared with $126.9
million at December 31, 2000, and book value per common share totaled
$11.24 at March 31, 2001, compared with $11.89 at December 31, 2000.
Cash and cash equivalents totaled $2.4 million at March 31, 2001,
compared with $3.5 million at December 31, 2000. Net investments (at
market) totaled $69.3 million at March 31, 2001, compared with $82.7
million at the end of 2000. Unrealized losses on investments, net of
deferred tax credit, totaled $17,000 at March 31, 2001, compared with
an unrealized gain, net of deferred taxes, of $4.8 million at December
31, 2000.
Assets under management at March 31, 2001 totaled $2.35 billion, or 13%
less than at March 31, 2000 and December 31, 2000, respectively.
Negative performance results of $287 million combined with net client
withdrawals of $50 million over the twelve months ended March 31, 2001
accounted for the decrease.
The Company had a net loss of ($1.6) million (($.18) per common share)
for the three months ended March 31, 2001, compared with net income of
$7.4 million ($.82 per common share diluted) for the same period in
2000.
After eliminating non-operating charges, pretax operating income
totaled $616,000 in the first quarter of 2001, compared with $2.4
million in the first quarter of 2000.
II. Assets Under Management
Assets under management totaled $2.35 billion at March 31, 2001,
compared with $2.71 billion at December 31, 2000, and $2.69 billion on
March 31, 2000. Average assets under management decreased 2% to $2.57
billion in the first quarter of 2001, compared with $2.63 billion in
the comparable period a year ago. Average managed assets for the first
quarter of 2001 decreased 4% compared with the fourth quarter of 2000.
During the first quarter of 2001, new accounts of $55 million, net
withdrawals out of client accounts of $97 million, and negative
performance of $313 million accounted for the decrease in managed
assets.
In the twelve months ended March 31, 2001, new accounts of $225
million, net withdrawals out of client accounts of $275 million, and
negative performance of $287 million accounted for the decrease in
managed assets.
III. Results of Operations
Quarterly Comparison
Total revenues for the first quarter of 2001 decreased to $1.1 million,
from $17.5 million in the first quarter of 2000. Revenue from advisory
fees and commissions ("operating revenue") decreased to $4.2 million in
the first quarter of 2001, as compared with $6.1 million in the first
quarter of 2000.
11
Expenses for the first quarter of 2001 decreased 13% to $4.1 million,
from $4.7 million in the first quarter of 2000.
The following table depicts variances in significant income statement
items for the three months ended March 31, 2001 compared with the same
period in 2000. Explanations of the variances follow the table.
(000's)
3 Months Ended March 31,
----------------------- Percentage
2001 2000 Change
---- ---- ------
A. Advisory fees $ 3,608 $ 5,528 (35%)
B. Realized and unrealized gains
(losses) from principal securities
transactions, net (3,255) 11,277 N/A
C. Employees' compensation 2,830 3,415 (17%)
D. Non-compensation expenses 1,286 1,312 (2%)
o The 35% decrease in advisory fees is primarily due to a decrease in
management and incentive fees earned from a Company sponsored investment
partnership; from approximately $1.2 million earned in the first quarter of
2000, compared with a loss of ($116,000) in the first quarter of 2001.
o Difficult market conditions contributed to the Company recording a net
realized and unrealized loss from investment transactions in the first
quarter of 2001, compared with a net realized and unrealized gain from
investment transactions for the first quarter of 2000. Total net losses from
principal securities transactions and net interest and dividend income was
($3.0) million for the first quarter of 2001, compared with $11.5 million of
revenue recorded in the first quarter of 2000. The net realized and
unrealized losses from principal securities transactions were $200,000 and
$2.8 million, respectively, for the first quarter of 2001, as compared to
net realized and unrealized gains of $8.3 million and $3.2 million,
respectively, for the first quarter of 2000.
o The decrease of 17% in employees' compensation is primarily due to a
decrease in accrued bonus compensation, including bonuses related to the
Company's Management Incentive Plan, to $334,000 in the first quarter of
2001 from $570,000 in the first quarter of 2000 and payments of $375,000 to
a senior officer under a revised facilities agreement involving certain
managed accounts included in the first quarter of 2000 compared with none in
the first quarter of 2001. Non-cash compensation charges of $563,000 are
included in the first quarter of 2001 and 2000.
o Non-compensation expenses decreased 2% for the three months ended March 31,
2001 as compared to the 2000 comparable quarter. The decrease was primarily
related to a decrease in clearing and execution costs and in selling
expenses.
12
IV. Liquidity and Capital Resources
Investments, net, which includes corporate and convertible debt, U.S.
government agency debt instruments, marketable equity securities and
the Atalanta/Sosnoff Mutual Funds, aggregated $69.3 million at March
31, 2001, compared with $82.7 million at the end of 2000. Shareholders'
equity decreased to $101.2 million at March 31, 2001, from $107.1
million at the end of 2000, primarily from a net loss of $1.6 million
recorded in the first quarter of 2001, and unrealized losses (net of
deferred tax credit) of $4.8 million in the investment portfolio. The
Company had a net unrealized loss of $17,000 in shareholders' equity at
March 31, 2001, compared with a net unrealized gain of $4.8 million at
December 31, 2000.
At March 31, 2001, the Company's net investment portfolio at market
totaled $95.7 million (cost basis $81.8 million), compared with $111.5
million (cost $86.0 million) at the end of 2000, which was comprised of
cash and cash equivalents, net investments described above and
investments in limited partnerships. At March 31, 2001, the Company was
invested primarily in 19 separate large-cap equity securities, in a
more concentrated fashion of what it does for its managed client
accounts. The largest security position was in AOL Time Warner, which
represented 5% of the Company's investment portfolio as of March 31,
2001.
If the equity market (defined as the S&P 500 index) were to decline by
10%, the Company might experience unrealized losses of approximately
$10 million; if the market were to decline by 20%, the Company might
experience unrealized losses of $20 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.
At March 31, 2001, the Company had cash and cash equivalents of $2.4
million, compared with $3.5 million at the end of 2000. Operating
activities generated net cash outflows of $3.9 million in the three
months ended March 31, 2001, compared with $6.6 million of outflows in
the same period in 2000, reflecting the changing levels of operating
assets and liabilities and net income (loss) over those periods. Net
cash provided by investing activities totaled $5.1 million in the first
three months of 2001, compared with $4.0 million in the comparable 2000
period. The increase in 2001 and 2000 was primarily the result of net
proceeds from investment transactions. Net cash outflows from financing
activities was $2.3 million in the first three months of 2001 compared
to $103,000 of cash outflows in the comparable 2000 period. The cash
outflow in 2001 was the result of paying dividends accrued at December
31, 2000, and the outflow in the first quarter of 2000 is a result of
purchasing treasury stock.
In January and February 2000, the Company purchased 6,500 and 5,000
shares of its common stock, respectively, at an average market price of
$8.98 per share. In August and September, 2000, the Company purchased
19,000 and 39,400 shares of its common stock, respectively, at an
average market price of $9.98 per share. In May 2001, the Company
purchased 9,120 shares of its common stock at a market price of $11.00
per share.
At March 31, 2001, there were no liabilities for borrowed money.
13
Part II. Other Information
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Default upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security
At the Company's Annual Meeting of Stockholders held
on May 10, 2001, the election of the Board of
Directors' nominees was approved and ratification of
the appointment of the Company's independent auditors
was approved.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K
Exhibit
Number Description Page
------ ----------- ----
2 None.
4 None.
11 Computation of Earnings per Share. 16
15 None.
18 None.
19 None.
20 None.
23 None.
24 None.
25 None.
28 None.
Reports on Form 8-K: None.
14
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 11, 2001 /s/ Martin T. Sosnoff
----------------------
Martin T. Sosnoff
Chairman of the Board and Chief Executive Officer
Date: May 11, 2001 /s/ Anthony G. Miller
---------------------
Anthony G. Miller
Executive Vice President, Chief Operating Officer
Date: May 11, 2001 /s/ Kevin S. Kelly
------------------
Kevin S. Kelly
Senior Vice President, Chief Financial Officer
15