<PAGE>
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:
September 30, 1997 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 October 31, 1997 there were 9,587,401 shares of common stock outstanding.
<PAGE>
ATALANTA/SOSNOFF CAPITAL CORPORATION
INDEX
Page No.
--------
Part I - Financial Information
Item 1 - Financial Statements
Condensed Consolidated Statements
of Financial Condition - September 30, 1997
and December 31, 1996 3
Condensed Consolidated Statements
of Income - Three and Nine Months Ended
September 30, 1997 and 1996 4-5
Condensed Consolidated Statement
of Changes in Shareholders' Equity
- Nine Months Ended September 30, 1997 6
Condensed Consolidated Statements of
Cash Flows - Nine Months Ended
September 30, 1997 and 1996 7-8
Notes to Condensed Consolidated
Financial Statements 9-10
Special Note Regarding Forward-Looking Statements 11
Item 2 - Management's Discussion and Analysis
of Results of Operations and Financial Condition 12-16
Part II - Other Information
Items 1-6 17
Signatures 18
Exhibit Index 19
Exhibit 11 - Computation of Earnings Per Share 20
Exhibit 27 - Financial Data Schedule 21
<PAGE>
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
SEPTEMBER 30,1997 AND DECEMBER 31,1996
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
ASSETS 1997 1996
------ ------------ -----------
Cash and cash equivalents $ 14,046,253 $ 5,585,953
Accounts receivable 3,373,532 3,782,098
Receivable from clearing broker - 2,437,821
Investments, at market 61,879,430 51,362,185
Fixed assets, net 785,814 610,231
Exchange memberships, at cost 402,000 402,000
Other assets 275,601 516,038
------------ -----------
Total assets $ 80,762,630 $64,696,326
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities:
Accounts payable and other liabilities $ 1,228,521 $ 647,096
Accrued compensation payable 487,326 1,397,099
Income taxes payable, net 3,828,481 1,024,210
Payable to clearing broker 128,099 -
Separation costs payable 1,400,000 -
------------ -----------
Total liabilities 7,072,427 3,068,405
------------ -----------
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;9,587,401 and 8,812,401 shares
issued and outstanding respectively 95,874 88,124
Additional paid-in capital 24,648,499 15,646,874
Retained earnings 52,615,300 45,031,750
Unrealized gains from investments,
net of deferred tax liabilities of
$3,555,064 and $574,409 respectively 5,332,155 861,173
Unearned compensation (9,001,625) -
------------ -----------
Total shareholders' equity 73,690,203 61,627,921
------------ -----------
Totals $ 80,762,630 $64,696,326
============ ===========
Book value per share $7.69 $6.99
============ ===========
See Notes to Condensed Consolidated Financial Statements
- 3 -
<PAGE>
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
Revenues:
Advisory fees $ 4,442,698 $ 4,650,247
Commissions and other 346,733 333,175
----------- -----------
Total revenues 4,789,431 4,983,422
----------- -----------
Costs and expenses:
Employees' compensation 1,915,720 2,077,610
Clearing and execution costs 109,049 110,274
Selling expenses 97,642 95,429
General and administrative expenses 1,100,822 685,257
Separation costs 1,400,000 -
----------- -----------
Total costs and expenses 4,623,233 2,968,570
----------- -----------
Operating income 166,198 2,014,852
----------- -----------
Other income (expense):
Interest and dividend income 545,762 513,950
Interest expense (13,386) (4,545)
Realized gains from investments, net 2,503,502 930,539
----------- -----------
Other income, net 3,035,878 1,439,944
----------- -----------
Income before provision for income taxes 3,202,076 3,454,796
Provision for income taxes 1,456,000 1,467,000
----------- -----------
Net income $ 1,746,076 $ 1,987,796
=========== ===========
Earnings per share - primary:
Net income $0.19 $0.23
=========== ===========
See Notes to Condensed Consolidated Financial Statements
- 4 -
<PAGE>
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
NINE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
Revenues:
Advisory fees $ 12,906,814 $ 14,627,659
Commissions and other 1,152,027 1,207,851
------------ ------------
Total revenues 14,058,841 15,835,510
------------ ------------
Costs and expenses:
Employees' compensation 5,614,766 6,406,592
Clearing and execution costs 392,147 411,849
Selling expenses 293,118 344,144
General and administrative expenses 2,495,532 2,029,093
Separation costs 1,400,000
------------ ------------
Total costs and expenses 10,195,563 9,191,678
------------ ------------
Operating income 3,863,278 6,643,832
------------ ------------
Other income (expense):
Interest and dividend income 2,493,231 1,346,751
Interest expense (35,727) (10,391)
Realized gains from investments, net 7,534,768 3,233,569
------------ ------------
Other income, net 9,992,272 4,569,929
------------ ------------
Income before provision for income taxes 13,855,550 11,213,761
Provision for income taxes 6,272,000 4,795,000
------------ ------------
Net income $ 7,583,550 $ 6,418,761
============ ============
Earnings per share - primary:
Net income $0.85 $0.73
============ ============
See Notes to Condensed Consolidated Financial Statements
- 5 -
<PAGE>
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Additional
Common Paid-in Retained Unrealized Unearned
Stock Capital Earnings Gains Compensation Total
------- ----------- ----------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Balance,
December 31,
1996 $88,124 $15,646,874 $45,031,750 $ 861,173 - $61,627,921
Issuance
of 775,000
restricted
shares 7,750 9,001,625 (9,001,625) 7,750
Unrealized
gains from
investments,
net of
deferred taxes 4,470,982 4,470,982
Net income 7,583,550 $ 7,583,550
------- ----------- ------------------------ ----------- -----------
Balance,
September 30,
1997 $95,874 $24,648,499 $52,615,300 $5,332,155 ($9,001,625) $73,690,203
======= =========== =========== ========== =========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
- 6 -
<PAGE>
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1997 1996
------------ ------------
Cash flows from operating activities:
Net income $ 7,583,550 $ 6,418,761
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 109,152 91,186
Realized gains from investments, net (7,534,768) (3,233,569)
Increase (decrease) from changes in:
Accounts receivable 408,566 292,793
Other assets 240,437 (160,242)
Accounts payable and other liabilities 581,425 1,040,315
Accrued compensation payable (909,773) (1,877,854)
Income taxes payable, net (176,384) (140,190)
Separation costs payable 1,400,000 -
------------ ------------
Net cash provided by operating
activities 1,702,205 2,431,200
------------ ------------
Cash flows from investing activities:
Receivable from clearing broker 2,565,920 6,617,278
Purchases of fixed assets (284,742) (478,964)
Purchases of investments (57,154,685) (87,767,162)
Proceeds from sales of investments 61,623,852 61,285,099
------------ ------------
Net cash provided by (used in)
investing activities 6,750,345 (20,343,749)
------------ ------------
- 7 -
<PAGE>
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1997 1996
----------- ------------
Continued from page 7:
Cash flows from financing activities:
Issuance of restricted shares 7,750 0
----------- ------------
Net cash provided by financing activities 7,750 0
----------- ------------
Net increase in cash
and cash equivalents 8,460,300 (17,912,549)
Cash and cash equivalents, beginning of year 5,585,953 27,890,844
----------- ------------
Cash and cash equivalents, end of period $14,046,253 $ 9,978,295
=========== ============
Supplemental disclosure of cash flow
information:
Cash paid during the period for:
Interest $ 35,727 $ 10,391
=========== ============
Income taxes $ 6,448,384 $ 4,935,190
=========== ============
See Notes to Condensed Consolidated Financial Statements
- 8 -
<PAGE>
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 and its direct and indirect
wholly-owned subsidiaries, Atalanta/Sosnoff Capital Corporation (Delaware)
("Capital"), and Atalanta/Sosnoff Management Corporation ("Management").
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 September 30, 1997, and the results of its operations for the
three and nine months ended September 30, 1997 and 1996. 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, 1996 Annual Report on Form 10-K,
as amended. Information included in the condensed consolidated balance sheet as
of December 31, 1996 has been derived from the audited consolidated financial
statements appearing in the Company's Annual Report on Form 10-K, as amended.
Note 2: Special Charges
During the third quarter of 1997, special charges totaling $1.9 million
were recorded, comprised of $1.4 million in separation costs and $.5 million in
various professional fees which are included in general and administrative
expenses.
The separation costs relate to the Company's termination without cause of
its former president, Mr. Robert J. Kobel, on August 15, 1997. Such termination
is governed by the terms of Mr. Kobel's Employment Agreement, whereby he
receives two years compensation at his current base salary level at the time of
termination.
During the quarter, the Company also disclosed (see Form 8-K as filed) that
it had abandoned an attempt to take the Company private. Costs associated with
this abandoned transaction totaled approximately $500,000, primarily in the form
of fees to financial advisors, legal counsel, and accounting firms.
9
<PAGE>
Note 3: 1996 Long Term Incentive Plan ("LTIP")
As of September 17, 1997, the Company awarded 775,000 shares of restricted
stock at the issue price of $.01 per share to two senior executives under the
terms of the LTIP. Mr. Craig B. Steinberg, President, received 600,000 shares
and Mr. Anthony G. Miller, Executive Vice President and Chief Operating Officer,
received 175,000 shares. Such awards vest over four years. The difference of
$9.0 million between the market value of the shares awarded on the date of grant
and the purchase price of $.01 per share was recorded as unearned compensation
in shareholders' equity and will be amortized over a four-year period commencing
with the fourth quarter of 1997.
Note 4: Net Income Per Share
Primary earnings per share amounts were computed based on 9,043,680 and
8,828,954 weighted average common shares outstanding in the third quarters of
1997 and 1996, respectively, and 8,891,989 and 8,866,440 weighted average common
shares outstanding in the first nine months of 1997 and 1996, respectively. The
shares outstanding have been adjusted to reflect the impact of in the money
options, using the Treasury Stock method.
See Exhibit ll for further details on the computation of net income per
share.
Note 5: Provision for Income Taxes
The Company records income taxes in accordance with the provisions of SFAS
No. 109. Accordingly, deferred taxes are provided to reflect temporary
differences between the recognition of income and expense for financial
reporting and tax purposes.
10
<PAGE>
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.
11
<PAGE>
Part I. Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition
I. General
Total assets were $80.8 million at September 30, 1997, compared with $64.7
million at December 31, 1996, while book value per share totaled $7.69 at
September 30, 1997, compared with $6.99 at December 31, 1996.
Cash and cash equivalents were $14.0 million at September 30, 1997, compared
with $5.6 million at December 31, 1996. Investments (at market) totaled $61.9
million at September 30, 1997, compared with $51.4 million at the end of 1996.
Unrealized gains on investments, net of deferred taxes, totaled $5.3 million at
September 30, 1997, compared with $861,000 at December 31, 1996.
Owing to the loss of several sizeable institutional accounts in 1996 and some
withdrawals from existing accounts, assets under management at September 30,
1997 totaled $2.88 billion, 1% less than a year ago, and 4% above year-end 1996.
Account losses are the result of below market performance for equity accounts in
1996 as well as "style-drift" concerns of consultants, while strong performance
over the first nine months of 1997 accounts for the growth since the end of
1996.
Net income totaled $1.7 million ($.19 per share) for the three months ended
September 30, 1997, compared with $2.0 million ($.23 per share) for the same
period in 1996. Income from money management operations before taxes ("operating
income") decreased 92% to $166,000, compared with $2.0 million in the 1996
quarter. Other income increased 111% during the same period.
Net income totaled $7.6 million ($.85 per share) for the nine months ended
September 30, 1997, compared with $6.4 million ($.73 per share) for the same
period in 1996. Operating income decreased 42% to $3.9 million, compared with
$6.6 million in the comparable 1996 period. Other income increased 119% during
the same period.
During the 1997 third quarter special charges (classified in both separation
costs and general and administrative expenses) totaling $1.9 million ($.11 per
share after taxes) were charged to operations due to the termination of the
Company's former president ($1.4 million) and the costs incurred by the Company
associated with an abandoned effort to take the Company private. Net income
before special charges totaled $2.8 million ($.30 per share) in the third
quarter of 1997, and $8.6 million, or $.96 per share, for the first nine months
of 1997.
Based on the special charges recorded in the third quarter of 1997, and the
managed asset level at September 30th, the Company believes that operating
income will be lower in 1997 than 1996. The Company intends to keep operating
expenses under close control.
12
<PAGE>
II. Assets Under Management
Assets under management totaled $2.88 billion at September 30, 1997, compared
with $2.76 billion on December 31, 1996, and $2.91 billion on September 30,
1996.
During the third quarter of 1997, new accounts totaled $1 million, net
withdrawals out of client accounts totaled $203 million, and performance
increased managed assets by $217 million.
For the nine months ended September 30, 1997, new accounts totaled $16 million,
net withdrawals out of client accounts totaled $584 million, and performance
increased managed assets by $686 million.
In the twelve months ended September 30, 1997, new accounts totaled $17 million,
net withdrawals out of client accounts totaled $873 million, and performance
added $832 million to managed assets.
III. Results of Operations
Quarterly Comparison
In the third quarter of 1997 operating revenues decreased 4% to $4.8 million,
compared with $5.0 million in the same quarter a year ago. However, operating
revenues increased 7% compared with the second quarter of 1997, representing the
first sequential increase since the first quarter of 1996. Average managed
assets totaled $2.88 billion in the 1997 third quarter, or 6% less than the
$3.05 billion average in the third quarter of 1996, and 5% above the $2.75
billion average in the second quarter of 1997.
Operating expenses in the third quarter of 1997 increased 56% to $4.6 million,
compared with $3.0 million in the third quarter of 1996. Before special charges
of $1.9 million, operating expenses declined 8% compared with the 1996 third
quarter, in expectation of reduced 1997 bonus payments to senior executives
under the Company's Management Incentive Plan. As a result, operating income
before special charges increased 2% to $2.1 million (43% margin), compared with
$2.0 million (40% margin) in the 1996 quarter. After special charges, operating
income decreased 92%.
Operating income totaled 5% of pre-tax income in the third quarter of 1997,
compared with 58% in the 1996 quarter. Due to a strong equity market, other
income totaled $3.0 million in the 1997 quarter, which included $2.5 million in
net realized capital gains. Other income totaled $1.4 million for the same
period a year ago, reflecting net realized capital gains of $931,000.
13
<PAGE>
The following table depicts significant variances in selected income statement
items for the three months ended September 30, 1997 compared with the same
period in 1996. Explanations of the variances follow the table.
(000's)
Three Months
Ended Sept. 30
----------------- Percentage
1997 1996 Change
------ ------ ----------
A. Advisory fees $4,443 $4,650 -4%
B. Employees' compensation 1,916 2,078 -8
C. Non-compensation expenses 2,707 891 204
D. Other income, net 3,036 1,440 111
o The decline in advisory fees is due to the decline in average assets under
management previously discussed.
o The decrease in employees' compensation is the result of expected 1997 bonus
payments lower than 1996, based on expected operating results for the year.
o Non-compensation expenses grew significantly during the quarter due to $1.9
million of one-time special charges recorded. These changes include $1.4 million
in separation costs due to the termination without cause of the Company's former
president. Additionally, these charges include the costs incurred by the Company
associated with an abandoned effort to take the Company private which totaled
approximately $500,000, in the form of various professional fees charged to
general and administrative expenses. Excluding these special charges,
non-compensation expenses declined 9% to total $815,000 in the 1997 quarter.
o Other income increased due to a 5% increase in net interest and dividends
received, and an 169% increase in net realized capital gains as previously
discussed.
14
<PAGE>
Nine Month Comparison
For the first nine months of 1997 operating revenues decreased 11% to $14.1
million, compared with $15.8 million in the first nine months of 1996. Average
managed assets totaled $2.82 billion in the 1997 period, or 15% less than the
$3.31 billion average in the first nine months of 1996.
Operating expenses in the first nine months of 1997 increased 11% to $10.2
million, compared with $9.2 million in the 1996 nine month period. Before
special charges of $1.9 million, operating expenses declined 10% compared with
the 1996 nine month period, in expectation of sharply lower 1997 bonus payments
to senior executives under the Company's Management Incentive Plan. As a result,
operating income before special charges declined 13% to $5.8 million (41%
margin), compared with $6.6 million (42% margin) in the 1996 period. After
special charges, operating income declined 42% in the 1997 period.
Operating income totaled 28% of pre-tax income in the first nine months of 1997,
compared with 59% in the comparable 1996 period. Due to a strong equity market,
other income totaled $10.0 million in the 1997 period, which included $7.5
million in net realized capital gains. Other income totaled $4.6 million for the
same period a year ago, reflecting net realized capital gains of $3.2 million.
The following table depicts significant variances in selected income statement
items for the nine months ended September 30, 1997 compared with the same period
in 1996. Explanations of the variances follow the table.
(000's)
Nine Months
Ended Sept. 30
------------------- Percentage
1997 1996 Change
------- ------- ----------
A. Advisory fees $12,907 $14,628 -12%
B. Employees' compensation 5,615 6,407 -12
C. Non-compensation expenses 4,581 2,785 64
D. Other income, net 9,992 4,570 119
E. Income taxes 6,272 4,795 31
o The decline in advisory fees is due to the decline in average assets under
management previously discussed.
o The decrease in employees' compensation is the result of expected 1997 bonus
payments significantly lower than 1996, based on expected operating results for
the year.
15
<PAGE>
o Non-compensation expenses grew in the 1997 period due to the $1.9 million in
special charges previously discussed. Excluding these special charges, operating
expenses declined 3% to total $2.7 million in the 1997 nine month period.
o Other income increased due to an 84% increase in net interest and dividends
received in 1997 (primarily due to a special dividend received from a company
whose securities were held in the Firm's investment portfolio), and an 133%
increase in net realized capital gains as previously discussed.
o Income taxes increased due to the 24% growth in pre-tax income, and an
increase in the effective rate at the State level.
IV. Liquidity and Capital Resources
At September 30, 1997 the Company had cash and cash equivalents totaling $14.0
million, compared with $5.6 million at the end of 1996. Operating activities
provided net cash inflows of $1.7 million in the nine months ended September 30,
1997, compared with $2.4 million in the same period in 1996. This reflects the
changing levels of operating income and net income over those periods. Net cash
provided by investing activities totaled $6.8 million in the nine months ended
September 30, 1997, compared with a net use of $20.3 million in the similar 1996
period. This reflects the Company's net sales of marketable securities in the
1997 period compared with net purchases in the 1996 period.
Investments in marketable securities aggregated $61.9 million at September 30,
1997, compared with $51.4 million at the end of 1996. Shareholders' equity
totaled $73.7 million at September 30, 1997, compared with $61.6 million at the
end of 1996, primarily due to net income of $7.6 million recorded in the first
nine months of 1997. The Company has adopted SFAS No. 115, and it resulted in a
net unrealized gain of $5.3 million in shareholders' equity at September 30,
1997, compared with $861,000 at the end of 1996. At September 30, 1997, the
Company had no liabilities for borrowed money.
As of September 17, 1997, the Company awarded 775,000 shares of restricted stock
at the issue price of $.01 per share to two senior executives under the terms of
the LTIP. Mr. Craig B. Steinberg, President, received 600,000 shares and Mr.
Anthony G. Miller, Executive Vice President and Chief Operating Officer,
received 175,000 shares. Such awards vest over four years. The difference of
$9.0 million between the market value of the shares awarded on the date of grant
and the purchase price of $.01 per share was recorded as unearned compensation
in shareholders' equity and will be amortized over a four-year period commencing
with the fourth quarter of 1997.
The Company believes that the foreseeable capital and liquidity requirements of
its existing businesses will continue to be met with funds generated from
operations.
16
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities Holders
None.
Item 3. Default upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K
Exhibit
Number Description
------- -----------
2 None.
4 None.
11 Computation of Earnings per Share.
15 None.
18 None.
19 None.
20 None.
23 None.
24 None.
25 None.
27 Financial Data Schedule.
28 None.
Reports on Form 8-K: The Company filed a Form 8-K on August 18, 1997
relating to the termination without cause of its
former president and the abandoned attempt to take the
Company private.
17
<PAGE>
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: October 31, 1997 /s/ Martin T. Sosnoff
Martin T. Sosnoff
Chairman and Chief Executive Officer
Date: October 31, 1997 /s/ Anthony G. Miller
Anthony G. Miller
Executive Vice President, Chief Operating
Officer and Chief Financial Officer
18
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
------- ----------- ----
2 None
4 None
11 Computation of Earnings per Share 20
15 None
18 None
19 None
20 None
23 None
24 None
25 None
27 Financial Data Schedule 21
28 None
19
<PAGE>
EXHIBIT 11
ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
Three Months Ended Nine Months Ended
Sept. 30 Sept. 30
----------------------- -----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
PRIMARY
Earnings:
Net Income $1,746,076 $1,987,796 $7,583,550 $6,418,761
========== ========== ========== ==========
Shares - weighted average
number of common shares
outstanding 8,930,336 8,812,401 8,852,145 8,812,401
Add - common stock
equivalents from in
the money options 113,344 16,553 39,844 54,039
---------- ---------- ---------- ----------
Weighted average number
of common shares
outstanding, as adjusted 9,043,680 8,828,954 8,891,989 8,866,440
========== ========== ========== ==========
Per Share:
Net Income $0.19 $0.23 $0.85 $0.73
===== ===== ===== =====
See Note 4 of the Notes to Condensed Consolidated Financial Statements
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM REGISTRANTS
QUARTERLY REPORT ON FORM 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE FINANCIAL STATEMENTS IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 14,046
<SECURITIES> 61,879
<RECEIVABLES> 3,374
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 79,299
<PP&E> 983
<DEPRECIATION> (197)
<TOTAL-ASSETS> 80,763
<CURRENT-LIABILITIES> 7,072
<BONDS> 0
0
0
<COMMON> 96
<OTHER-SE> 73,594
<TOTAL-LIABILITY-AND-EQUITY> 80,763
<SALES> 14,059
<TOTAL-REVENUES> 24,087
<CGS> 0
<TOTAL-COSTS> 10,196
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36
<INCOME-PRETAX> 13,856
<INCOME-TAX> 6,272
<INCOME-CONTINUING> 7,584
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,584
<EPS-PRIMARY> 0.85
<EPS-DILUTED> 0.85
</TABLE>
