SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 14, 1997
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Atalanta/Sosnoff Capital Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-9137 13-3339071
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
101 Park Avenue, New York, New York 10178
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 867-5000
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(Former name or former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On August 15, 1997 the Board of Directors of the Registrant held a duly
noticed Special Meeting attended by all of its members, all of whom
participated, at which the following actions, among others, were taken:
1) An Independent Committee of the Board of Directors, composed of
Messrs. Kenneth H. Iscol and Thurston Twigg-Smith, non-management directors,
formed to consider a proposal, if made, by the senior management of the
Registrant, Martin T. Sosnoff, Chairman of the Board and Chief Executive
Officer, Craig B. Steinberg, Executive Vice President of the Registrant and
Anthony G. Miller, Senior Vice President, Finance, of the Registrant,
(collectively, the "Management Participants"), to take the Registrant private
was disbanded and the Independent Committee's authority terminated, after advice
from the Independent Committee to the Management Participants on August 15, 1997
that, until it received a report from its financial advisor, the Independent
Committee was not in a position to consider a definitive proposal from the
Management Participants.
2) The By-laws of the Registrant were amended to increase the number of
the members of the Board of Directors to five and Craig B. Steinberg was
appointed a director to fill the vacancy created by such By-law amendment. Mr.
Steinberg shall serve as a director of the Registrant until the next meeting of
shareholders of the Registrant and until his successor shall have been elected
and qualified.
3) Robert J. Kobel's employment by the Registrant and its subsidiaries
was terminated without cause under the terms of his Executive Employment
Agreement dated December 7, 1995. The termination of his employment is effective
90 days after such action. Mr. Kobel was also removed as President and Chief
Operating Officer of the Registrant and its subsidiaries and as a director of
the Registrant's subsidiaries, effective
immediately. Mr. Kobel will continue as a director of the Registrant until the
earliest to occur of his resignation, removal or the election of his successor
at the next meeting of shareholders of the Registrant; and
4) Mr. Steinberg, formerly Executive Vice President of the Registrant
and its subsidiaries, was appointed President of the Registrant and its
subsidiaries and Mr. Miller, formerly Senior Vice President, Finance of the
Registrant and its subsidiaries, was appointed Executive Vice President and
Chief Operating Officer of the Registrant and its subsidiaries.
On August 18, 1997, the Company issued a press release annexed hereto
as Exhibit A and hereby incorporated herein by reference.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Atalanta/Sosnoff Capital Corporation
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(Registrant)
Date August 18, 1997
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Anthony G. Miller, Executive Vice
President, Chief Operating Officer and
Chief Financial Officer.
EXHIBIT A
Press Release
August 18, 1997
Contact Person:
Anthony G. Miller, Executive Vice President and Chief Operating Officer
Telephone No. (212) 878-7562
Atalanta/Sosnoff Capital Corporation (NYSE:"ATL") announced today the
reorganization of its senior management. Craig B. Steinberg has been appointed
president and a director of the company and Anthony G. Miller has been appointed
executive vice president and chief operating officer of the company.
In connection with such reorganization, the employment of Robert J.
Kobel, formerly president and chief operating officer of the company and its
subsidiaries, was terminated without cause pursuant to the terms of his
employment agreement. Mr. Kobel will continue as a director of the company until
the next meeting of shareholders of the company.
Martin T. Sosnoff, chairman of the board and chief executive officer of
the Company, said:
I'm very excited about these new promotions. They assure the
long-term success of our company. I am looking forward to
working intensively with Craig and Tony to build value for our
clients and our shareholders for many, many years to come.
Mr. Sosnoff also announced that an independent committee of the board
of directors of the company, composed of non-management directors, had
determined on August 15, 1997 that, until it received a report from its
financial advisor, it was not in a position to consider a definitive proposal by
Mr. Sosnoff to take the company private. Accordingly, Mr. Sosnoff determined to
abandon the effort and terminate the going private process. Thereafter, the
board of directors of the company disbanded the independent committee and
terminated its authority.