FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[XX] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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 of (I.R.S Employer Identification No.)
incorporation or organization)
101 Park Avenue, New York, New York 10178
(Address of principal executive officers) (zip code)
(Registrant's telephone number, including area code) (212) 867-5000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock, par value $.01 per share New York Stock Exchange
- -------------------------------------- -----------------------
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Number of shares of common stock
outstanding at March 20, 1997: 8,812,401
Aggregate market value of voting
stock held by non-affiliates, as
of March 20, 1997: $10,177,598
Documents incorporated by reference: Proxy Statement for the 1997 Annual
Meeting of Stockholders (incorporated in part in Form 10-K, Part III)
The undersigned Registrant hereby amends Part IV, Item 14(c) by the addition of
Financial Data Schedule, Exhibit 27.
10.21 Employment Agreement dated January 1, 1986 between Henry E. Parker and the
Company (10)
10.22 Amended and Restated Management Incentive Plan as adopted by the Board
Directors of the Company on December 9, 1993 and March 8, 1994 (11)
10.23 Executive Employment Agreement dated July 8, 1993 between Craig B. Steinberg
and the Company (11)
10.24 Executive Employment Agreement dated December 7, 1995 between Robert J. Kobel
and the Company - FILED HEREWITH
10.25 Employment Agreement dated July 1, 1986 between James D. Staub and the
Company - FILED HEREWITH
10.26 Modification Agreement of Sub-Lease dated February 27, 1996 between the
Company and Foote, Cone & Belding Advertising, Inc. - FILED HEREWITH
11. Computation of Earnings per Share - FILED HEREWITH
22. Subsidiaries of the Registrant. (Exhibit 22) (1)
25. Power of Attorney (included as part of the "Signatures" page).
27. Financial Data Schedule - FILED HEREWITH
(1) Incorporated by reference to the exhibit number indicated to the Company's
Registration Statement on Form S-1 filed April 21, 1986 (Registration No. 33-5028)
(the "S-1")
(2) Incorporated by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1987.
(3) Incorporated by reference to the exhibit number indicated to Amendment No. 2 to
the S-1 filed June 10, 1986.
(4) Incorporated by reference to Exhibit 4 to the Company's Form 10-Q for the quarter
ended June 30, 1986.
(5) Incorporated by reference to the exhibit number indicated to the
Company's Registration Statement on Form S-8 filed March 31, 1987
(Registration No.33-13063)
(6) Incorporated by reference to the exhibit numbers indicated to the
Company's Form 8-K filed December 22, 1987.
(7) Incorporated by reference to the exhibit numbers indicated to the
Company's Form 10-K for the year ended December 31, 1986.
(8) Incorporated by reference to the exhibit numbers indicated to the
Company's Form 10-K for the year ended December 31, 1988.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereto duly authorized.
ATALANTA/SOSNOFF CAPITAL CORPORATION
Anthony G. Miller
By:________________________________
Anthony G. Miller,(Principal
Financial Accounting Officer),
Senior Vice President, Finance, on
his behalf and on behalf of the
Principal Executive Officer and each
of the Directors of the Registrant
pursuant to a Power of Attorney duly
filed by Registrant pursuant to a
Power of Attorney duly filed by
Registrant on page 18 of
Registrant's Annual Report on Form
10-K for the year ended December 31,
1996 and hereby incorporated herein
by reference.