ATALANTA SOSNOFF CAPITAL CORP /DE/
10-Q, 1997-07-23
ASSET-BACKED SECURITIES
Previous: BRANDYWINE REALTY TRUST, 8-K, 1997-07-23
Next: OCTEL COMMUNICATIONS CORP, 8-A12G/A, 1997-07-23




<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:
June 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 July 21, 1997 there were 8,812,401 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 - June 30, 1997
                  and December 31, 1996                                    3

                  Condensed Consolidated Statements
                  of Income - Three and Six Months Ended
                  June 30, 1997 and 1996                                 4-5

                  Condensed Consolidated Statement
                  of Changes in Shareholders' Equity
                  - Six Months Ended June 30, 1997                         6

                  Condensed Consolidated Statements of
                  Cash Flows - Six Months Ended
                  June 30, 1997 and 1996                                 7-8

                  Notes to Condensed Consolidated
                  Financial Statements                                     9

                  Special Note Regarding Forward-Looking Statements       10

         Item 2 - Management's Discussion and Analysis
                  of Results of Operations and Financial
                  Condition                                            11-15

Part II - Other Information

    Items 1-6                                                             16

Signatures                                                                17

Exhibit Index                                                             18

Exhibit 11 - Computation of Earnings Per Share                            19

Exhibit 27 - Financial Data Schedule                                      20


<PAGE>

                      ATALANTA/SOSNOFF CAPITAL CORPORATION

            CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                        JUNE 30,1997 AND DECEMBER 31,1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                        JUNE 30,                    DECEMBER 31,
                          ASSETS                                         1997                          1996
                          -------                                   ------------                    ------------

<S>                                                                 <C>                             <C>

Cash and cash equivalents                                           $15,890,443                     $ 5,585,953
Accounts receivable                                                   3,281,693                       3,782,098
Receivable from clearing broker                                       7,055,952                       2,437,821
Investments, at market                                               47,445,646                      51,362,185
Fixed assets, net                                                       671,296                         610,231
Exchange memberships, at cost                                           402,000                         402,000
Other assets                                                            542,613                         516,038
                                                                    -----------                     -----------
                    Total assets                                    $75,289,643                     $64,696,326
                                                                    ===========                     ============

                 LIABILITIES AND SHAREHOLDERS' EQUITY
                 ------------------------------------

Liabilities:
   Accounts payable and other liabilities                              $992,996                        $647,096
   Accrued compensation payable                                         425,637                       1,397,099
   Income taxes payable, net                                          4,053,828                       1,024,210
                                                                    -----------                     ------------
                 Total liabilities                                    5,472,461                       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; 8,812,401 shares issued and
    outstanding                                                          88,124                          88,124
  Additional paid-in capital                                         15,646,874                      15,646,874
  Retained earnings                                                  50,869,226                      45,031,750
  Unrealized gains from investments,
    net of deferred tax liabilities of
    $2,142,266 and $574,409 respectively                              3,212,958                         861,173
                                                                    -----------                     -----------
                 Total shareholders' equity                          69,817,182                      61,627,921
                                                                    -----------                     -----------

                          Totals                                    $75,289,643                     $64,696,326
                                                                    -----------                     -----------

Book value per share                                                      $7.92                           $6.99
                                                                    ===========                    ============


</TABLE>t

           See Notes to Condensed Consolidated Financial Statements.



                                     - 3 -


<PAGE>
                      ATALANTA/SOSNOFF CAPITAL CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED
                                                                      ----------------------------------
<S>                                                                    <C>                   <C>
                                                                          JUNE 30,              JUNE 30,
                                                                            1997                  1996
                                                                       -----------           -----------
Revenues:                                                                                
  Advisory fees                                                        $ 4,078,691           $ 4,943,435
  Commissions and other                                                    415,859               431,960
                                                                       -----------           -----------
         Total revenues                                                  4,494,550             5,375,395
                                                                       -----------           -----------
Costs and expenses:                                                                      
  Employees' compensation                                                1,824,845             1,993,497
  Clearing and execution costs                                             146,781               143,132
  Selling expenses                                                          91,810               120,290
  General and administrative expenses                                      741,514               658,628
                                                                       -----------           -----------
                 Total costs and expenses                                2,804,950             2,915,547
                                                                       -----------           -----------
                                                                                         
                 Operating income                                        1,689,600             2,459,848
                                                                       -----------           -----------
Other income (expense):                                                                  
  Interest and dividend income                                             494,789               413,553
  Interest expense                                                         (13,602)               (2,565)
  Realized gains from investments, net                                   4,428,465               871,042
                                                                       -----------           -----------
                                                                                         
                 Other income, net                                       4,909,652             1,282,030
                                                                        -----------          -----------
Income before provision                                                                  
  for income taxes                                                       6,599,252             3,741,878
                                                                                         
Provision for income taxes                                               3,011,000             1,611,000
                                                                       -----------           -----------
                                                                                         
                 Net income                                            $ 3,588,252           $ 2,130,878
                                                                       ===========            ===========
                                                                                         
Earnings per share - primary:                                                            
                 Net income                                            $      0.41           $      0.24
                                                                       ===========           ===========
                                                       
                                             
</TABLE>


            See Notes to Condensed Consolidated Financial Statements


                                     - 4 -


<PAGE>
                      ATALANTA/SOSNOFF CAPITAL CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        SIX MONTHS ENDED
                                                            ----------------------------------------
<S>                                                         <C>                         <C>
                                                              JUNE 30,                    JUNE 30,
                                                                1997                         1996
                                                            ------------                ------------
Revenues:
  Advisory fees                                             $  8,464,115                $  9,977,412
  Commissions and other                                          805,295                     874,676
                                                             -----------               -------------
                  Total revenues                               9,269,410                  10,852,088
                                                             -----------               -------------

Costs and expenses :
  Employees' compensation                                      3,699,046                   4,328,982
  Clearing and execution costs                                   283,098                     301,575
  Selling expenses                                               195,476                     248,715
  General and administrative expenses                          1,394,708                   1,343,836
                                                            ------------                ------------
                 Total costs and expenses                      5,572,328                   6,223,108
                                                            ------------                ------------

         Operating income                                      3,697,082                   4,628,980
                                                            ------------                ------------
Other income (expense) :
  Interest and dividend income                                 1,947,469                     832,801
  Interest expense                                               (22,341)                     (5,846)
  Realized gains from investments, net                         5,031,266                   2,303,030
                                                            ------------               -------------

        Other income, net                                      6,956,394                   3,129,985
                                                            ------------               -------------
Income before provision
  for income taxes                                            10,653,476                   7,758,965
 
Provision for income taxes                                     4,816,000                   3,328,000
                                                            ------------                ------------

        Net income                                          $  5,837,476                $  4,430,965
                                                            ============                ============

Earnings per share - primary :
   Net income                                               $       0.66                $       0.50
                                                            ============                ============
</TABLE>




            See Notes to Condensed Consolidated Financial Statements

                                      - 5 -


<PAGE>

                      ATALANTA/SOSNOFF CAPITAL CORPORATION

       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                         SIX MONTHS ENDED JUNE 30, 1997

                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                              Additional
                                 Common         Paid-in        Retained       Unrealized
                                 Stock          Capital        Earnings         Gains           Total
                               ----------     -----------     -----------     ----------     -----------
<S>                            <C>            <C>             <C>             <C>            <C>    

Balance, December 31,
  1996                            $88,124     $15,646,874     $45,031,750       $861,173     $61,627,921

Unrealized gains
  from investments, net
  of deferred taxes                                                              2,351,785       2,351,785

Net income                                                                     5,837,476       5,837,476

- - ---------------------          ----------     -----------     -----------     ----------     -----------
Balance, June 30,
  1997                            $88,124     $15,646,874     $50,869,226     $3,212,958     $69,817,182
                               ==========     ===========     ===========     ==========     ===========
</TABLE>

          See Notes to Condensed Consolidated Financial Statements.

                                    - 6 -


<PAGE>

                      ATALANTA/SOSNOFF CAPITAL CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                          1997                                       1996
                                                      -------------                              -------------
<S>                                                   <C>                                        <C>

                                                    
Cash flows from operating
  activities :
  Net income                                             $5,837,476                                 $4,430,965
  Adjustments to reconcile
    net income to net cash provided
    by operating activities:
       Depreciation                                          65,917                                     73,380
       Realized gains from investments, net              (5,031,266)                                 (2,303,030)
  Increase (decrease) from changes in:
    Accounts receivable                                     500,405                                    236,604
    Other assets                                            (26,575)                                    10,976
    Accounts payable and
      other liabilities                                     345,900                                    595,581
    Accrued compensation payable                           (971,462)                                (1,897,636)
    Income taxes payable, net                             1,461,761                                   (183,300)
                                                      -------------                              -------------
       Net cash provided by
        operating activities                              2,182,156                                    963,540
                                                      -------------                              -------------


Cash flows from investing activities :
  Receivable from clearing broker                        (4,618,131)                                 3,595,737
  Purchases of fixed assets                                (126,982)                                  (329,212)
  Purchases of investments                              (33,697,445)                               (46,271,303)
  Proceeds from sales of
   investments                                           46,564,892                                 42,984,799
                                                      -------------                              -------------
       Net cash provided by (used in)
        investing activities                              8,122,334                                    (19,979)
                                                      -------------                              --------------


</TABLE>


                                    - 7 -

<PAGE>


                      ATALANTA/SOSNOFF CAPITAL CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                        1997            1996
                                                                    -----------     -----------
<S>                                                                 <C>             <C>  

Continued from page 7:

Net increase in cash
 and cash equivalents                                                10,304,490         943,561
Cash and cash equivalents,
 beginning of year                                                    5,585,953      27,890,844
                                                                    -----------     -----------

Cash and cash equivalents,
 end of period                                                      $15,890,443     $28,834,405
                                                                    ===========     ===========

Supplemental disclosure of
 cash flow information:
 Cash paid during the period for:
  Interest                                                              $22,341          $5,846
                                                                    ===========     ===========
  Income taxes                                                       $3,354,239      $3,511,300
                                                                    ===========     ===========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements


                                     - 8 -

<PAGE>

                     ATALANTA/SOSNOFF CAPITAL CORPORATION

             Notes to Condensed Consolidated Financia11Statements

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 historical financial statements reflect all adjustments (which
include only normal recurring accruals) necessary to present fairly the
Company's financial position as of June 30, 1997, and the results of its
operations for the three and six months ended June 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:           Net Income Per Share

         Primary earnings per share amounts were computed based on 8,829,789 and
8,847,214 weighted average common shares outstanding in the second quarters of
1997 and 1996, respectively, and 8,828,541 and 8,889,784 weighted average common
shares outstanding in the first six 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 3:           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.

                                       9


<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.

                                       10

<PAGE>

Part I.  Item 2.  Management's Discussion and Analysis of Results of Operations 
         and Financial Condition


I.       General

         Total assets were $75.3 million at June 30, 1997, compared with $64.7
         million at December 31, 1996, while book value per share totaled $7.92
         at June 30, 1997, compared with $6.99 at December 31, 1996.

         Cash and cash equivalents were $15.9 million at June 30, 1997, compared
         with $5.6 million at December 31, 1996. Investments (at market) totaled
         $47.4 million at June 30, 1997, compared with $51.4 million at the end
         of 1996. Unrealized gains on investments, net of deferred taxes,
         totaled $3.2 million at June 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
         June 30, 1997 totaled $2.87 billion, 9% 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 six
         months of 1997 accounts for the growth since the end of 1996.

         Net income totaled $3.6 million ($.41 per share) for the three months
         ended June 30, 1997, compared with $2.1 million ($.24 per share) for
         the same period in 1996. Income from money management operations before
         taxes ("operating income") decreased 31% to $1.7 million, compared with
         $2.5 million in the 1996 quarter. Other income increased 283% during
         the same period.


         Net income totaled $5.8 million ($.66 per share) for the six months
         ended June 30, 1997, compared with $4.4 million ($.50 per share) for
         the same period in 1996. Operating income decreased 20% to $3.7
         million, compared with $4.6 million in the comparable 1996 period.
         Other income increased 122% during the same period.

         Unless managed asset levels improve significantly from the June 30,
         1997 level, the Company believes that operating income will be lower in
         1997 than 1996. The Company intends to keep operating expenses under
         close control.

II.      Assets Under Management

         Assets under management totaled $2.87 billion at June 30, 1997,
         compared with $2.76 billion on December 31, 1996, and $3.15 billion on
         June 30, 1996.

         During the second quarter of 1997, new accounts totaled $7 million, net
         withdrawals out of client accounts totaled $128 million, and
         performance increased managed assets by $393 million.


                                       11

<PAGE>


         For the six months ended June 30, 1997, new accounts totaled $15
         million, net withdrawals out of client accounts totaled $381 million,
         and performance increased managed assets by $469 million.

         In the twelve months ended June 30, 1997, new accounts totaled $18
         million, net withdrawals out of client accounts totaled $1,031 million,
         and performance added $727 million to managed assets.

III.     Results of Operations

         Quarterly Comparison

         In the second quarter of 1997 operating revenues decreased 16% to $4.5
         million, compared with $5.4 million in the same quarter a year ago.
         Average managed assets totaled $2.75 billion in the 1997 quarter, or
         17% less than the $3.32 billion average in the second quarter of 1996,
         and 1% below the $2.78 billion average in the first quarter of 1997.

         Operating expenses in the second quarter of 1997 decreased 4% to $2.8
         million, compared with $2.9 million in the second quarter of 1996, in
         expectation of reduced 1997 bonus payments to senior executives under
         the Company's Management Incentive Plan. As a result, operating income
         declined 31% to $1.7 million (38% margin), compared with $2.5 million
         (46% margin) in the 1996 quarter. The second quarter of 1996
         represented the high point for operating earnings and operating margin
         during 1996.


         Operating income totaled 26% of pre-tax income in the second quarter of
         1997, compared with 66% in the 1996 quarter. Due to a strong equity
         market, other income totaled $4.9 million in the 1997 quarter, which
         included $4.4 million in net realized capital gains. Other income
         totaled $1.3 million for the same period a year ago, reflecting net
         realized capital gains of $871,000.

         The following table depicts significant variances in selected income
         statement items for the three months ended June 30, 1997 compared with
         the same period in 1996. Explanations of the variances follow the
         table.

                                                 (000's)

                                        Three Months Ended June 30  Percentage
                                             1997       1996            Change
                                           ---------   ------             ---
         A.  Advisory fees                  $4,079     $4,943            -17%
         B.  Employees' compensation         1,825      1,993             -8
         C.  Non-compensation expenses         980        922              6
         D.  Other income, net               4,910      1,282            283
         E.   Income taxes                   3,011      1,611             87


                                       12
<PAGE>





         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.

         o Non-compensation expenses grew due to one-time increases in various
         professional fees, partially offset by reduced selling expenses from a
         slow-down in prospect presentations in the 1997 period.

         o Other income increased due to a 17% increase in net interest and
         dividends received, and a 408% increase in net realized capital gains
         as previously discussed.

         o Income taxes increased due to the 76% growth in pre-tax income, and
         an increase in the effective rate at the State level.

                                       13
<PAGE>

         Six Month Comparison


         For the first six months of 1997 operating revenues decreased 15% to
         $9.3 million, compared with $10.9 million in the first six months of
         1996. Average managed assets totaled $2.79 billion in the 1997 period,
         or 19% less than the $3.44 billion average in the first six months of
         1996.

         Operating expenses in the first six months of 1997 decreased 10% to
         $5.6 million, compared with $6.2 million in the 1996 six 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 declined 20% to $3.7 million (40% margin), compared
         with $4.6 million (43% margin) in the 1996 period.

         Operating income totaled 35% of pre-tax income in the first six months
         of 1997, compared with 60% in the comparable 1996 period. Due to a
         strong equity market, other income totaled $7.0 million in the 1997
         period, which included $5.0 million in net realized capital gains.
         Other income totaled $3.1 million for the same period a year ago,
         reflecting net realized capital gains of $2.3 million.

         The following table depicts significant variances in selected income
         statement items for the six months ended June 30, 1997 compared with
         the same period in 1996. Explanations of the variances follow the
         table.

                                               (000's)
                                          Six Months Ended 
                                                June 30 
                                         -----------------      Percentage
                                           1997       1996      Change
                                           ----       ----      ------

         A.  Advisory fees                  $8,464   $9,977      -15%

         B.  Employees' compensation         3,699    4,329      -15

         C.  Non-compensation expenses       1,873    1,894       -1

         D.  Other income, net               6,956    3,130      122

         E.   Income taxes                   4,816    3,328       45

         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.

                                       14

<PAGE>


o        Non-compensation expenses declined due to: a 6% reduction in clearing
         and execution costs from reduced commission revenues; a 21% reduction
         in selling expenses from a slow-down in prospect presentations in the
         1997 period; partially offset by one-time increases in various
         professional fee expenditures.

         o Other income increased due to an 133% increase in net interest and
         dividends received (primarily due to a special dividend received from a
         company whose securities were held in the Firm's investment portfolio),
         and an 118% increase in net realized capital gains as previously
         discussed.

         o Income taxes increased due to the 37% growth in pre-tax income, and 
         an increase in the effective rate at the State level.


IV.      Liquidity and Capital Resources

         At June 30, 1997 the Company had cash and cash equivalents totaling
         $15.9 million, compared with $5.6 million at the end of 1996. Operating
         activities provided net cash inflows of $2.2 million in the six months
         ended June 30, 1997, compared with $964,000 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
         $8.1 million in the six months ended June 30, 1997, compared with a net
         use of $20,000 in the similar 1996 period. This reflects the Company's
         reduced commitment to marketable securities in the 1997 period.

         Investments in marketable securities aggregated $47.4 million at June
         30, 1997, compared with $51.4 million at the end of 1996. Shareholders'
         equity totaled $69.8 million at June 30, 1997, compared with $61.6
         million at the end of 1996, primarily due to net income of $5.8 million
         recorded in the first six months of 1997. The Company has adopted SFAS
         No. 115, and it resulted in a net unrealized gain of $3.2 million in
         shareholders' equity at June 30, 1997, compared with $861,000 at the
         end of 1996. At June 30, 1997, the Company had no liabilities for
         borrowed money.

         The Company believes that the foreseeable capital and liquidity
         requirements of its existing businesses will continue to be met with
         funds generated from operations.

                                       15

<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:  None.

                                       16


<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:    July 22, 1997              /s/  Robert J. Kobel
                                    -----------------------
                                    Robert J. Kobel
                                    President and Chief Operating Officer

Date:    July 22, 1997              /s/  Anthony G. Miller
                                    ------------------------
                                    Anthony G. Miller

                                    Senior Vice President, Finance and
                                    Chief Financial Officer

                                       17

<PAGE>

                                  EXHIBIT INDEX

         Exhibit
         Number            Description                                Page
         -------           -----------                                ----

          2                None
          4                None
         11                Computation of Earnings per Share           19
         15                None
         18                None
         19                None
         20                None
         23                None
         24                None
         25                None
         27                Financial Data Schedule                    20
         28                None

                                       18



<PAGE>
                                                                      EXHIBIT 11

            ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES
                      COMPUTATION OF EARNINGS PER SHARE
                                 (UNAUDITED)

<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED                                   SIX MONTHS ENDED
                                                                 JUNE 30,                                          JUNE 30,
                                                -----------------------------------------------------------------------------------
                                                     1997                      1996                    1997                   1996
<S>                                             <C>                       <C>                    <C>                      <C>
                                                -----------------------------------------------------------------------------------
PRIMARY :
  Earnings :
   Net income                                   $3,588,252                $2,130,878             $5,837,476              $4,430,965
                                                ===================================================================================


 Shares- weighted average
  number of common shares
  outstanding                                    8,812,401                 8,812,401              8,812,401               8,812,401

  Add- common stock equivalents
   from in the money options                        17,388                    34,813                 16,140                  77,383

                                                -----------------------------------------------------------------------------------
Weighted average number
 of common shares out-
 standing, as adjusted                           8,829,789                 8,847,214              8,828,541               8,889,784
                                                ===================================================================================

Per share:
 Net income                                          $0.41                     $0.24                  $0.66                   $0.50
                                                ===================================================================================


</TABLE>

    See Note 2 of the Notes to Condensed Consolidated Financial Statements

                                      19
/TEXT>


<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
THE 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                          15,890
<SECURITIES>                                    47,446
<RECEIVABLES>                                   10,338
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                73,674
<PP&E>                                             825
<DEPRECIATION>                                   (154)
<TOTAL-ASSETS>                                  75,290
<CURRENT-LIABILITIES>                            5,472
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            88
<OTHER-SE>                                      69,729
<TOTAL-LIABILITY-AND-EQUITY>                    75,290
<SALES>                                          9,269
<TOTAL-REVENUES>                                16,248
<CGS>                                                0
<TOTAL-COSTS>                                    5,572
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  22
<INCOME-PRETAX>                                 10,653
<INCOME-TAX>                                     4,816
<INCOME-CONTINUING>                              5,837
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,837
<EPS-PRIMARY>                                     0.66
<EPS-DILUTED>                                     0.66
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission