<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:
March 31, 2000 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 May 11, 2000 there were 9,063,627 shares of common stock outstanding.
<PAGE>
ATALANTA/SOSNOFF CAPITAL CORPORATION
INDEX
Part I - Financial Information PAGE NO.
--------
Item 1 - Financial Statements
Condensed Consolidated Statements
of Financial Condition - March 31, 2000
and December 31, 1999 3
Condensed Consolidated Statements
of Income and Comprehensive Income -
Three Months Ended March 31, 2000 and 1999 4
Condensed Consolidated Statement
of Changes in Shareholders' Equity -
Three Months Ended March 31, 2000 5
Condensed Consolidated Statements of
Cash Flows - Three Months Ended
March 31, 2000 and 1999 6
Notes to Condensed Consolidated 7-9
Financial Statements
Special Note Regarding Forward-Looking Statements 10
Item 2 - Management's Discussion and Analysis
of Results of Operations and Financial
Condition 11-14
Part II - Other Information
Items 1-6 15
Signatures 16
Exhibit Index 17
Exhibit 11 - Computation of Earnings Per Share 18
Exhibit 27 - Financial Data Schedule 19
2
<PAGE>
<TABLE>
<CAPTION>
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
ASSETS MARCH 31, 2000 DECEMBER 31, 1999
- ------ -------------- -----------------
<S> <C> <C>
Assets:
Cash and cash equivalents $ 1,674,406 $ 4,387,987
Accounts receivable 4,821,493 4,314,257
Due from brokers 8,297,630 -
Investments, at market 81,188,758 93,637,682
Investments in limited partnerships 20,922,168 17,447,746
Fixed assets, net 1,581,901 1,429,569
Exchange memberships, at cost 402,000 402,000
Other assets 2,111,710 2,004,225
------------ ------------
Total assets $121,000,066 $123,623,466
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and other liabilities $ 1,135,234 $ 988,348
Accrued compensation payable 1,052,802 4,812,781
Income taxes payable 13,774,045 16,046,699
------------ -------------
Total liabilities 15,962,081 21,847,828
------------ -------------
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 9,075,127 shares
issued and outstanding 90,751 90,751
Additional paid-in capital 19,455,259 19,455,259
Retained earnings 83,383,421 75,976,793
Accumulated other comprehensive income -
unrealized gains from investments,
net of deferred tax liabilities 5,587,386 10,191,042
Unearned compensation (3,375,605) (3,938,207)
Treasury stock, at cost, 11,500 shares (103,227) -
------------- ------------
Total shareholders' equity 105,037,985 101,775,638
------------- ------------
Total liabilities and shareholders' equity $121,000,066 $123,623,466
============ ============
Book value per share $ 11.59 $ 11.21
============ ============
</TABLE>
3
See Notes to Condensed Consolidated Financial Statements
<PAGE>
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
<S> <C> <C>
Revenues:
Advisory fees $ 5,528,264 $ 3,823,351
Commissions and other operating revenues 541,209 399,639
Realized and unrealized gains from principal
securities transactions 11,277,330 4,546,512
Interest and dividend income, net 197,744 155,559
----------- -----------
Total revenues 17,544,547 8,925,061
----------- -----------
Costs and expenses:
Employees' compensation 3,414,550 2,834,661
Clearing and execution costs 346,914 137,317
Selling expenses 163,114 139,087
General and administrative expenses 802,341 695,338
----------- -----------
Total costs and expenses 4,726,919 3,806,403
----------- -----------
Income before provision for income taxes 12,817,628 5,118,658
Provision for income taxes 5,411,000 2,222,000
----------- -----------
Net income $ 7,406,628 $2,896,658
=========== ==========
Earnings per common share - basic $ 0.82 $ 0.31
=========== ==========
Earnings per common share - diluted $ 0.82 $ 0.31
=========== ==========
Net income, as presented above $ 7,406,628 $2,896,658
Other comprehensive income :
Net unrealized (losses) gains from investments,
net of deferred income taxes (credit) (4,603,656) 1,919,265
----------- -----------
Comprehensive income $2,802,972 $4,815,923
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
4
<PAGE>
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Accumulated other
comprehensive
income -
Additional unrealized
Common Paid-In Retained losses from Unearned Treasury
Stock Capital Earnings investments, net Compensation Stock Total
----- ------- -------- ---------------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance -
December 31, 1999 $90,751 $19,455,259 $75,976,793 $10,191,042 ($3,938,207) $ - $101,775,638
Purchases of treasury stock (103,227) (103,227)
Amortization of unearned
compensation 562,602 562,602
Net unrealized losses
from investments, net of
deferred tax credit (4,603,656) (4,603,665)
Net income 7,406,628 7,406,628
------- ----------- ----------- ---------- ----------- --------- ------------
Balance -
March 31, 2000 $90,751 $19,455,259 $83,383,421 $5,587,386 ($3,375,605) ($103,227) $105,037,985
======= =========== =========== ========== =========== ========= ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements
5
<PAGE>
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
----------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,406,628 $ 2,896,658
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 106,151 53,022
Amortization of unearned compensation 562,602 562,602
Realized and unrealized gains from
investments, net (11,277,330) (4,546,512)
Increase (decrease) from changes in:
Accounts receivable (507,236) 689,657
Other assets (107,485) (747,997)
Accounts payable and other liabilities 146,886 (239,900)
Accrued compensation payable (3,759,979) (491,455)
Income taxes payable 796,450 1,730,932
Separation costs payable - (175,000)
------------ -----------
Net cash used in operating activities (6,633,313) (267,993)
------------ -----------
Cash flows from investing activities:
Due from brokers (8,297,630) (1,202,525)
Purchases of fixed assets (258,484) (274,354)
Purchases of investments (51,918,982) (24,362,311)
Proceeds from sales of investments 64,498,055 25,610,823
------------ -----------
Net cash provided by investing activities 4,022,959 228,367
------------ -----------
Cash flows from financing activities:
Purchases of treasury stock (103,227) -
------------ -----------
Net cash used in financing activities (103,227) -
------------ -----------
Net decrease in cash and cash equivalents (2,713,581) (496,360)
Cash and cash equivalents, beginning of year 4,387,987 3,993,963
------------ -----------
Cash and cash equivalents, end of period $ 1,674,406 $ 3,497,603
============ ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 30,656 $ 21,115
============= ===========
Income taxes $ 4,614,550 $ 491,067
============= ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
6
<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 (the "Holding Company") and its
direct and indirect wholly owned subsidiaries, Atalanta/Sosnoff Capital
Corporation (Delaware) ("Capital"), Atalanta/Sosnoff Management Corporation
("Management"), and ASCC Corporation ("ASCC").
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 March 31, 2000, and the results of its operations for the three months
ended March 31, 2000 and 1999. 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, 1999 Annual Report on Form 10-K. Information included in
the condensed consolidated balance sheet as of December 31, 1999 has been
derived from the audited consolidated financial statements appearing in the
Company's Annual Report on Form 10-K.
Note 2: Investments, at Market
The Company records its investments in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 115, with the exception
of investments held by Management. The Company has designated those investments
held by the Holding Company, Capital and ASCC in equity and debt securities as
"available for sale," and, accordingly, recorded at market value with the
related unrealized gains and losses net of deferred taxes reported as a separate
component of shareholders' equity. Investments held by Management are recorded
at market value, with the related unrealized gains and losses reflected in the
consolidated statements of income and comprehensive income.
Investments are recorded on trade date. The cost of investments sold is
determined on the first-in, first-out method. Dividends and interest are accrued
as earned. Securities listed on a securities exchange for which market
quotations are available are valued at the last quoted sales price as of the
last business day of the period. Investments in mutual funds are valued based
upon the net asset value of shares held as reported by the fund. Securities with
no reported sales on such date are valued at their last closing bid price.
Capital serves as a general partner for three Company-sponsored investment
partnerships (the "Partnerships") and as the investment manager for a
Company-sponsored offshore investment fund (the "Offshore Fund"). Investments in
limited partnerships are carried in the accompanying condensed consolidated
financial statements at the Company's share of the net asset values as reported
by the respective Partnerships with the unrealized gain or loss recorded in the
consolidated statements of income and comprehensive income.
7
<PAGE>
Notes to Condensed Consolidated Financial Statements (cont'd)
Note 3: Non-Cash Compensation Charges ("NCCC")
NCCC of approximately $563,000 were charged to operations in both the first
quarter of 2000 and 1999. (See Note 4 below).
Note 4: 1996 Long Term Incentive Plan ("LTIP")
In September, 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. Such awards vest over four years. The difference of $9.0 million
between market value ($11.625 per share) on the date of grant and the purchase
price was recorded as unearned compensation in shareholders' equity and is being
amortized over a four-year period which commenced with the fourth quarter of
1997 (approximately $563,000 per quarter and $2.25 million annually).
Note 5: Senior Vice President Accounts
Certain high net worth accounts subject to the over-all supervision and control
of the Company are under the management of a Senior Vice President (the "SVP
Accounts"). Effective October 1, 1998, the Company entered into a new facilities
agreement with the SVP for the period ending December 31, 2000 under which the
SVP is relinquishing the revenues generated by the investment management and
brokerage services provided to the SVP Accounts to the Company.
Pursuant to this Agreement, the Company has or will make payments to the SVP in
three installments in January of 1999, 2000 and 2001 based upon a multiple of
annualized revenues of the SVP Accounts in the fourth quarter of 1998, 1999 and
2000, respectively. The Company estimates that the related compensation will
total approximately $3 million, based on the SVP Accounts' current asset value,
and will be recognized ratably as compensation expense over the term of the
arrangement.
Additionally, the SVP's compensation related to the pre-tax operating income
generated by the SVP Accounts has or will decline from 100% in the twelve-month
period ended September 30, 1998, to 50% in the comparable 1999 period, and to
25% in the comparable 2000 period. The SVP is required to remain an employee of
the Company through 2000, and may remain an employee or consultant thereafter.
Pursuant to this Agreement, in the first quarter of 2000 and 1999, $375,000 of
compensation expense was recorded.
Note 6: Compensation Expense
Pursuant to an agreement, the President of the Company earns a bonus based upon
the pre-tax operating profits earned by the Company as general partner of the
hedge fund managed by the President. Included in compensation expense related to
this bonus were $300,000 and $13,000 for the three months ended March 31, 2000
and 1999, respectively.
In addition, under the Company's Management Incentive Plan, an annual bonus is
earned by the Chief Executive Officer (CEO) based upon the pre-tax earnings of
certain managed assets of the
8
<PAGE>
Company in excess of a base indexed return, as defined, subject to a ceiling of
10% of total pre-tax income. Included in compensation expense related to the MIP
are accrued bonuses to the CEO totaling $100,000 for the three months ended
March 31, 2000.
Note 7: Treasury Stock
In January and February 2000, the Company purchased 6,500 and 5,000 shares,
respectively, of its common stock at an average market price of $8.98 per share.
Note 8: Net Income Per Share
Basic earnings per share amounts were computed based on 9,066,270 and 9,338,401
weighted average common shares outstanding in the first quarters of 2000 and
1999, respectively. For purposes of determining weighted average common shares
outstanding, the Company considers all shares legally issued and outstanding in
determining basic and diluted net income per share.
Diluted earnings per share amounts were computed based on 9,075,306 and
9,345,123 weighted average common shares outstanding in the first quarters of
2000 and 1999, respectively. The shares outstanding have been adjusted to
reflect the impact of in the money options, using the Treasury Stock method.
See Exhibit 11 for further details on the computation of net income per share.
Note 9: 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
Assets totaled $121.0 million at March 31, 2000, compared with $123.6
million at December 31, 1999, and book value per share totaled $11.59
at March 31, 2000, compared with $11.21 at December 31, 1999.
Cash and cash equivalents totaled $1.7 million at March 31, 2000,
compared with $4.4 million at December 31, 1999. Investments (at
market) totaled $81.2 million at March 31, 2000, compared with $93.6
million at the end of 1999. Unrealized gains on investments, net of
deferred taxes, totaled $5.6 million at March 31, 2000, compared with
$10.2 million at December 31, 1999.
Assets under management at March 31, 2000 totaled $2.69 billion, 8%
more than a year ago, and approximately the same as year-end 1999. The
strong positive performance results of $430 million more than offset
net client withdrawals of $220 million for the twelve months ended
March 31, 2000. The net client withdrawals are primarily the result of
plan reallocations and the indexing of funds.
Net income totaled $7.4 million ($.82 per common share diluted) for the
three months ended March 31, 2000, compared with $2.9 million ($.31 per
common share diluted) for the same period in 1999.
II. Assets Under Management
Assets under management totaled $2.69 billion at March 31, 2000 and
December 31, 1999, and $2.48 billion on March 31, 1999. Average assets
under management increased 6% to $2.63 billion in the first quarter of
2000, compared with $2.47 billion in the comparable period a year ago.
In addition, average managed assets increased 8% compared with the
fourth quarter of 1999.
During the first quarter of 2000, new accounts totaled $63 million, net
withdrawals out of client accounts totaled $69 million, and performance
added $9 million to managed assets.
In the twelve months ended March 31, 2000, new accounts totaled $107
million, net withdrawals out of client accounts totaled $327 million,
and performance added $430 million to managed assets.
Performance over the last twenty-seven months was strong on an absolute
and relative basis, and the Company's peer group rankings continue to
improve.
11
<PAGE>
III. Results of Operations
Quarterly Comparison
Total revenues for the first quarter of 2000 increased 97% to $17.5
million, from $8.9 million in the first quarter of 1999. Revenue from
advisory fees and commissions ("operating revenue") increased 44% to
$6.1 million in 2000, as compared with $4.2 million in 1999.
Expenses for the first quarter of 2000 increased 24% to $4.7 million,
from $3.8 million in the first quarter of 1999. The increase is
primarily due to accrued bonus compensation of $400,000 related to the
Company's Management Incentive Plan ("MIP Expense" - see Note 6).
Non-cash compensation charges of $563,000 ("NCCC" - see Note 3) and
payments of $375,000 to a senior officer under a revised facilities
agreement involving certain managed accounts (the "SVP Accounts" - see
Note 5) are also included in both the first quarter of 2000 and 1999,
respectively.
After eliminating these charges, pre-tax income from operations was
$2.7 million and $1.4 million for the first quarter of 2000 and 1999,
respectively.
Total revenues from principal securities transactions and net interest
and dividend income was $11.5 million for the first quarter of 2000,
which is a 144% increase from the $4.7 million recorded in the first
quarter of 1999. The net realized and unrealized gains from principal
securities transactions were $8.1 million and $3.2 million,
respectively, for the first quarter of 2000 as compared to the realized
and unrealized gains of $3.1 million and the $1.4 million,
respectively, for the first quarter of 1999.
The following table depicts variances in significant income statement
items for the three months ended March 31, 2000 compared with the same
period in 1999. Explanations of the variances follow the table.
<TABLE>
<CAPTION>
(000's)
3 Months Ended March 31,
--------------------------- Percentage
2000 1999 Change
------ ------ ------
<S> <C> <C> <C>
A. Advisory fees $ 5,528 $3,823 45%
B. Realized and unrealized gains from
principal securities transactions 11,277 4,547 148%
C. Employees' compensation 3,415 2,835 20%
D. Non-compensation expenses 1,312 971 35%
E. Income taxes 5,411 2,222 144%
</TABLE>
o The 45% increase in advisory fees is due to the 6% increase in average
assets under management previously discussed, and an increase in fees
earned from a Company sponsored investment partnership of approximately
$1.2 million in 2000, compared with $30,000 in 1999.
12
<PAGE>
o Realized and unrealized gains from principal securities transactions
increased 148% from the 1999 comparable period due to increases in net
realized and unrealized gains on investments, as previously discussed.
o The increase in employees' compensation is the result of an accrued bonus
of $400,000 earned under the Company's Management Incentive Plan in the
2000 quarter, compared with $13,000 in the comparable 1999 period.
Excluding these charges, compensation expense increased 7% in the first
quarter of 2000 compared with the first quarter of 1999.
o Non-compensation expenses increased 35% for the three months ended March
31, 2000 as compared to the 1999 quarter. The increase was primarily
related to certain professional service charges and an increase in clearing
and execution costs from increased commission revenues.
o Income taxes in 2000 increased 144% due to a comparable increase in pre-tax
income.
IV. Liquidity and Capital Resources
Investments in marketable securities aggregated $81.2 million at March
31, 2000, compared with $93.6 million at the end of 1999. During the
first quarter of 2000, the Company invested an additional $1 million in
investment partnerships. Shareholders' equity totaled $105.0 million at
March 31, 2000, compared with $101.8 million at the end of 1999,
primarily from net income of $7.4 million recorded in the first three
months of 2000 and unrealized losses (net of deferred taxes) of $4.6
million in the investment portfolio. The Company had a net unrealized
gain of $5.6 million in shareholders' equity at March 31, 2000,
compared with $10.2 million at December 31, 1999.
At March 31, 2000, the Company's investment portfolio at market totaled
$103.8 million (cost basis $74.8 million), compared with $115.5 million
(cost $83.6 million) at the end of 1999, comprised of cash and cash
equivalents, corporate and convertible debt, large-cap equity
securities, and investments in limited partnerships and the
Atalanta/Sosnoff Mutual Funds. At March 31, 2000, the Company was
invested in 15 separate large-cap securities, in a more concentrated
fashion of what it does for its managed client accounts. The largest
position was in Computer Associates, Inc. (5.3% of the portfolio), with
an unrealized loss of $202,000 at quarter-end.
At March 31, 2000 the Company had cash and cash equivalents of $1.7
million, compared with $4.4 million at the end of 1999. Operating
activities generated net cash outflows of $6.6 million in the three
months ended March 31, 2000, compared with $268,000 of outflows in the
same period in 1999, reflecting the changing levels of operating income
and net income over those periods. Net cash provided by investing
activities totaled $4.0 million in the first quarter 2000, compared
with $228,000 of net cash outflows in the 1999 quarter. The increase in
2000 was primarily the result of net proceeds from sales of
investments. Net cash outflows from financing activities was $103,000
in the first quarter of 2000.
If the equity market (defined as the S&P 500 index) were to decline by
10%, the Company might experience unrealized losses of approximately
$10 million; if the market were to decline by 20%, the Company might
experience unrealized losses of $20 million. However, incurring
unrealized losses of this magnitude is unlikely with active management
of the portfolio. Since the positions are primarily large-cap holdings,
they can be sold easily on short notice with little market impact.
Ultimately, the Company will raise and hold cash to reduce market risk.
13
<PAGE>
o o o
In January and February 2000, the Company purchased 6,500 and 5,000
shares, respectively, of its common stock, at an average market price
of $8.98 per share.
At March 31, 2000, there were no liabilities for borrowed money.
V. Year 2000
The Company has conducted a full assessment of its information
technology systems and imbedded technology and has determined that they
are Y2K compliant (i.e., that they recognize and specify dates to
properly function in the year 2000 and thereafter). The remediation and
testing of all critical systems and point-to-point testing with the
systems of third parties with which our existing systems interface has
been successfully completed. In conjunction with its Y2K readiness
process, the Company replaced its two core critical systems, trading
and portfolio accounting, with off-the-shelf commercial software
packages during 1999. To date, all of the Company's systems are
operating properly in 2000. The Company's Y2K costs were not material
through December 31, 1999 and it does not expect to incur any material
costs during 2000.
14
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Default upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security
At the Company's Annual Meeting of Stockholders held
on May 11, 2000, the election of the Board of
Directors' nominees was approved, the amendments to
the Company's Management Incentive Plan were
approved, and the ratification of the appointment of
the Company's independent auditors was approved.
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.
15
<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: May 12, 2000 /s/ Martin T. Sosnoff
-------------------------------------------------
Martin T. Sosnoff
Chairman of the Board and Chief Executive Officer
Date: May 12, 2000 /s/ Anthony G. Miller
-------------------------------------------------
Anthony G. Miller
Executive Vice President, Chief Operating Officer
and Chief Financial Officer
16
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
-------- ------------ ----
2 None
4 None
11 Computation of Earnings per Share 18
15 None
18 None
19 None
20 None
23 None
24 None
25 None
27 Financial Data Schedule 19
28 None
Reports on Form 8-K: None
17
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11
ATALANTA/SOSNOFF CAPITAL CORPORATION
COMPUTATION OF EARNINGS PER SHARE
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
2000 1999
---------- -----------
<S> <C> <C>
Earnings-
Net income $7,406,628 $ 2,896,658
========== ===========
Basic earnings per share:
Shares - weighted average number of common 9,066,270 9,338,401
shares outstanding ========== ===========
Basic earnings per share: $ 0.82 $ 0.31
========== ===========
Dilutive earnings per share:
Common stock equivalents - options 9,037 6,722
---------- -----------
Shares - weighted average number of common shares
and common equivalent shares outstanding 9,075,306 9,345,123
========== ===========
Dilutive earnings per share: $ 0.82 $ 0.31
========== ===========
Antidilutive options as of March 31 200,000 200,000
========== ===========
Average closing price of Atalanta/Sosnoff
Capital Corp. (ATL) during the period $ 8,969 $ 8,016
========== ===========
Closing price of Atalanta/Sosnoff Capital Corp.
(ATL) at end of period $ 9.125 $ 6.750
========== ===========
</TABLE>
See Notes 7 and 8 of the Notes to Condensed Consolidated Financial Statements
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,674
<SECURITIES> 102,111
<RECEIVABLES> 13,119
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 116,904
<PP&E> 2,388
<DEPRECIATION> (806)
<TOTAL-ASSETS> 121,000
<CURRENT-LIABILITIES> 15,962
<BONDS> 0
0
0
<COMMON> 91
<OTHER-SE> 104,947
<TOTAL-LIABILITY-AND-EQUITY> 121,000
<SALES> 6,069
<TOTAL-REVENUES> 17,545
<CGS> 0
<TOTAL-COSTS> 4,727
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 12,818
<INCOME-TAX> 5,411
<INCOME-CONTINUING> 7,407
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,407
<EPS-BASIC> 0.82
<EPS-DILUTED> 0.82
</TABLE>
