UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ATALANTA/SOSNOFF CAPITAL CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
046499-10-9
(CUSIP Number)
Jeffrey B. Cobb, Esq.
Cobb & Eisenberg LLC
315 Post Road West
Westport, CT 06881
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
April 24, 1998
(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 the subject of this Schedule 13D/A, and is
filing this Schedule 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 |_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Page 1 of 5 pages
<PAGE>
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CUSIP No. 046499-10-9 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
Robert J. Kobel
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PP
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5 CHECK BOX 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
U.S.
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7 SOLE VOTING POWER
NUMBER OF 468,444 shares**
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
468,444 shares**
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,444 shares**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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<PAGE>
Item 1. Security and Issuer
This Amendment No. 4 to Schedule 13D relates to the Common Stock, par
value $.01 per share (the "Common Stock"), issued by Atalanta/Sosnoff Capital
Corporation, a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 101 Park Avenue, New York, NY 10178.
This Amendment to Schedule 13D is being filed pursuant to Section 13(d)
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (the "Exchange Act"). This Amendment further
amends (and restates in full) a Schedule 13D, dated May 19, 1988, as previously
amended by Amendment No. 1, dated December 9, 1992, Amendment No. 2, dated April
4, 1993, and Amendment No. 3, dated April 8, 1996.
Item 2. Identity and Background
(a) The person filing this Amendment to Schedule 13D is Robert J.
Kobel.
(b) The principal business of Mr. Kobel is investment management. His
business address is c/o Kobel Management, Inc., 375 Park Avenue, Suite 2209, New
York, NY 10152.
(c) During the last five years, Mr Kobel has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(d) During the last five years, Mr. Kobel has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to 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 to such laws.
(e) Mr. Kobel is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
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<PAGE>
Item 4. Purpose of Transaction
The purpose of the investment in Common Stock reported herein is for
investment. Mr. Kobel may determine to sell additional shares of Common Stock
from time to time.
Mr. Kobel has no plans or proposals which relate to or would result in
any of the matters enumerated in clauses (a) through (j), inclusive, of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Mr. Kobel owned beneficially an aggregate of
468,444 shares of Common Stock, constituting approximately 4.9% of the 9,587,401
outstanding shares (according to the Form 10-K of the Company for the fiscal
year ended December 31, 1997).
(b) Not applicable.
(c) During the past 60 days, Mr. Kobel sold an aggregate of 128,500
shares of Common Stock, for total sales proceeds (net of commissions) of
$1,306,937, in open market transactions effected on the New York Stock Exchange,
as follows:
Date No. of Shares Ave. Price/Sh.
- ---- ------------- --------------
March 5 5,000 $ 9.5375
March 19 10,000 10.000
March 20 2,000 10.250
March 25 5,000 10.500
April 24 106,500 10.2729
Except as aforesaid, no transactions in the Common Stock were effected
by Mr. Kobel within the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
None. Mr. Kobel ceased to be an officer and employee of the Company on
or about November 15, 1997.
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<PAGE>
Item 7. Material to be filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 6,1998
/s/ Robert J. Kobel
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Robert J. Kobel
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