SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Atalanta/Sosnoff Capital Corporation
(Name of Subject Company (Issuer))
Atalanta Acquisition Company
Martin T. Sosnoff
(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
046499109
(CUSIP Number of Class of Securities)
Martin T. Sosnoff
c/o Atalanta/Sosnoff Capital Corporation
101 Park Avenue
New York, NY 10178
(212) 867-5000
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
Ralph Arditi, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
CALCULATION OF FILING FEE
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Transaction Valuation Amount Of Filing Fee
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Not applicable Not applicable
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[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
[ X ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin T. Sosnoff
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC, BK, 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
Delaware
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY
NUMBER OF EACH REPORTING PERSON WITH SOLE
SHARES VOTING POWER
BENEFICIALLY
OWNED BY 6,916,000
EACH -----------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON
WITH 727,108
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9. SOLE DISPOSITIVE POWER
6,916,000
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10. SHARED DISPOSITIVE POWER
727,108
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,559,108
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2%
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14. TYPE OF REPORTING PERSON
IN
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The following press release was issued by Atalanta/Sosnoff Capital
Corporation (the "Company") and Martin T. Sosnoff, Chairman and Chief
Executive Officer of the Company, on June 10, 2003.
For Immediate Release
PRESS RELEASE
For Further Information,
contact Kevin S. Kelly
Chief Operating Officer and
Chief Financial Officer
Atalanta/Sosnoff Capital Corporation
Telephone (212) 867-5000
New York, NY 10178
E-Mail: ksk@atalantasosnoff.com
Website: www.atalantasosnoff.com
ATALANTA/SOSNOFF CAPITAL CORPORATION
AND MARTIN T. SOSNOFF AGREE ON TERMS FOR MR. SOSNOFF
TO ACQUIRE PUBLIC SHARES
New York - June 10, 2003 - Atalanta/Sosnoff Capital Corporation [NYSE: ATL]
and Martin T. Sosnoff, Chairman, Chief Executive Officer and Chief Investment
Officer of Atalanta/Sosnoff, announced today that they signed a definitive
agreement and plan of merger, pursuant to which Atalanta Acquisition Company,
a corporation wholly owned by Mr. Sosnoff, will offer to purchase all the
publicly-held shares of common stock of Atalanta/Sosnoff at a price of $13.95
per share in a cash tender offer. Mr. Sosnoff currently owns about 81 percent
of the outstanding shares of Atalanta/Sosnoff, and public shareholders own the
remaining 19 percent.
Atalanta/Sosnoff also announced today that it has reached an agreement in
principle to settle all claims in the pending litigation filed in December
2002, subject to execution of a definitive settlement agreement and the
approval of the Delaware Court of Chancery.
Pursuant to the merger agreement, within five business days, Mr. Sosnoff and
Atalanta Acquisition Company will commence a cash tender offer for all of the
publicly-held shares of Atalanta/Sosnoff. The tender offer is subject to
certain closing conditions, including a number of shares being deposited for
tender which, when taken together with the shares currently owned by Mr.
Sosnoff, equal or exceed ninety percent of the total shares outstanding. The
tender offer is expected to close during Atlanta/Sosnoff's fiscal third
quarter.
Two stockholders owning approximately 7% of the outstanding shares of
Atalanta/Sosnoff on a fully-diluted basis, one who is a director and executive
officer and the other who is an executive officer of Atalanta/Sosnoff, have
entered into stockholder tender agreements with Mr. Sosnoff and Atalanta
Acquisition Company pursuant to which each of them have agreed to tender their
shares in the tender offer.
Pursuant to the merger agreement, following the successful completion of the
tender offer, Atalanta Acquisition Company will be merged with and into
Atalanta/Sosnoff, with Atalanta/Sosnoff continuing as the surviving
corporation. Holders of any remaining outstanding common stock of
Atalanta/Sosnoff will receive in the merger the $13.95 price per share in
cash.
An independent special committee of the Board of Directors of Atlanta/Sosnoff,
and the full Board of Directors, each have approved the tender offer, the
merger and the other transactions contemplated by the merger agreement and
recommend that the public stockholders of Atalanta/Sosnoff accept the tender
offer and tender their shares pursuant to the tender offer.
The $13.95 per share price represents an increase of approximately 12 percent
over Mr. Sosnoff's original offer of $12.50 per share made in December 2002.
The depositary and information agent for the tender offer is EquiServe Trust
Company, N.A.
A tender offer statement and related materials may be obtained free of charge,
when they are available, by directing such requests to EquiServe Trust
Company, N.A., 150 Royall Street, Canton, MA 02021, (800) 730-6001.
A tender offer statement and Schedule 13E-3 will be filed by Mr. Sosnoff and
Atalanta Acquisition Company with the Securities and Exchange Commission (SEC)
on Schedule TO, and a Schedule 13E-3 and solicitation/ recommendation
statement on Schedule 14D-9 will be filed by Atalanta/Sosnoff with the SEC, in
each case, on the date that the tender offer will commence. Investors and
security holders are advised to carefully read these materials, as they will
contain important information on deciding whether to tender their shares, as
well as on the process for tendering shares. Investors and security holders
may obtain these and other documents filed by Mr. Sosnoff and Atalanta
Acquisition Company and Atalanta/Sosnoff, when they are available, free of
charge from either company or from the SEC's web site at http://www.sec.gov.
The Blackstone Group L.P. is advising the special committee of the
Atalanta/Sosnoff board of directors.
Certain of the foregoing are "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
Atalanta/Sosnoff 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 Release. Atalanta/Sosnoff 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.
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