SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: Commission File Number: 1-9137 March 31, 1997 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 of 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 filing requirements for the past 90 days. Yes X No ___ As of May 8, 1997 there were 8,812,401 shares of common stock outstanding. Registrant hereby amends its Quarterly Report for the quarter ended March 31, 1997 on Form 10-Q dated May 9, 1997, as filed May 13, 1997 by substitution for the text of Part I , Item 2, Management's Discussion and Analysis of Results of Operations and Financial Condition, IV. Liquidity and Capital Resources, at page 12 thereof, the text set forth herein. 2 Part I. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition. IV. Liquidity and Capital Resources At March 31, 1997 the Company had cash and cash equivalents totaling $6.8 million, compared with $5.6 million at the end of 1996. Operating activities provided net cash inflows of $2.1 million in the three months ended March 31, 1997, compared with $672,000 in the same period in 1996. This reflects the changing levels of operating income and net income over those periods. Net cash used in investing activities totaled $911,000 in the March, 1997 quarter, compared with $6.9 million in the similar 1996 period. This reflects the Company's increased commitment to marketable securities over those periods. Investments in marketable securities aggregated $51.5 million at March 31, 1997, compared with $51.4 million at the end of 1996. Shareholder's equity totaled $64.7 million at March 31, 1997, compared with $61.6 million at the end of 1996, primarily due to net income of $2.2 million recorded in the first quarter of 1997. The Company has adopted SFAS No. 115, and it resulted in a net unrealized gain of $1.7 million in shareholder's equity at March 31, 1997, compared with $861,000 at the end of 1996. At March 31, 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. 3 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 14, 1997 /s/ Martin T. Sosnoff Martin T. Sosnoff Chairman of the Board and Chief Executive Officer Date: July 14, 1997 /s/ Anthony G. Miller Anthony G. Miller Senior Vice President, Finance and Chief Financial Officer 4