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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
September 30, 1997
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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: / /
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CUSIP No. 046499109 SCHEDULE 13D Page 2 of 8 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Martin T. Sosnoff
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) /x/
3. SEC Use Only
4. Source of Funds
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
7,006,000
Number of Shares
8. Shared Voting Power
Beneficially
37,516
Owned by Each
9. Sole Dispositive Power
Reporting Person
7,006,000
With
10. Shared Dispositive Power
37,516
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,006,000
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares /x/
13. Percent of Class Represented by Amount in Row (11)
73.1%
14. Type of Reporting Person
IN
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AMENDED AND RESTATED STATEMENT ON
SCHEDULE 13D
Item 1. Security and Issuer.
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This Amendment No. 8 dated October 7, 1997 (the 'Amendment') of Martin
T. Sosnoff to a Statement on Schedule 13D originally filed on June 30, 1986, as
amended to date (the 'Statement'), filed 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 and restated to reflect (a) changes in Mr. Sosnoff's ownership of
the Common Stock outstanding resulting from (i) dispositions for his personal
account and as Trustee of the Company's Profit Sharing Trust and as Trustee of
the Martin and Toni Sosnoff Foundation (the 'Foundation') since the filing of
the last amendment to the Statement on January 7, 1993, all previously reported
by Mr. Sosnoff on Statements of Changes of Beneficial Ownership on Form 4 under
the Securities Exchange Act of 1934, and (ii) repurchases by the Company of
shares of Common Stock previously issued under the Company's Restricted Stock
Bonus Plan and issuances by the Company of shares of Common Stock under its 1996
Long Term Incentive Plan since the filing of the last amendment to the Statement
on January 7, 1993, and (b) a restatement of a reservation of Mr. Sosnoff's
rights with respect to plans or
Page 3 of 8 Pages
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proposals which relate to or would result in events, activities or conditions
enumerated in the instructions to Item 4 hereof.
Item 2. Identity and Background
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(a) The name of the reporting person is Martin T. Sosnoff.
(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 Chairman of the Board and Chief
Executive Officer of the Company and its subsidiaries. The address
of the Company and its subsidiaries 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
judgment, decree or final order enjoining future violations of, or
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.
Page 4 of 8 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
Inapplicable
Item 4. Purpose of Transaction.
Mr. Sosnoff donated 37,516 Shares to the Foundation for philanthropic
purposes.
(a) Mr. Sosnoff may acquire additional securities of the Company
from time to time and may, subject to applicable laws, dispose
of securities of the Company from time to time.
(b)-(j) Mr. Sosnoff has no current plans or proposals which relate to
or would result in any of the events, actions or conditions
enumerated in paragraphs (a) through (j) of the instructions to
this Item 4, but reserves the right to participate in, engage
in or otherwise act in a manner which would relate to or result
in any of such events, actions or conditions.
Reference is made to the Company's Current Report on Form 8-K
as filed with the Securities and Exchange Commission on August
18, 1997 with respect to the abandonment by Mr. Sosnoff of an
effort to take the Company private, which Report is hereby
incorporated herein by reference.
Page 5 of 8 Pages
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Item 5. Interest in Securities of the Issuer.
(a), (b) Mr. Sosnoff beneficially owns an aggregate of 7,006,000
Shares, including 6,000 Shares owned by his minor child, constituting
approximately 73.1% of the outstanding Common Stock.* The Foundation owns 37,516
shares of Common Stock, constituting 0.4% 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 7,043,516 Shares or 73.5% of the outstanding Common Stock.
(c) On September 17, 1997, Mr. Sosnoff made a gift of 37,516
Shares to the Foundation.
(d) Inapplicable.
(e) Inapplicable.
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*Based on an aggregate of 8,812,401 shares of Common Stock outstanding as
reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997, plus 775,000 shares of Common Stock issued by the Company
as of September 17, 1997 under the Company's 1996 Long Term Incentive Plan after
execution of the applicable agreements under such plan by the participants on
September 30, 1997.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Inapplicable
Item 7. Material to be Filed as Exhibits.
Inapplicable
Page 7 of 8 Pages
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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
_______________________________
Martin T. Sosnoff
Dated: October 7, 1997
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