NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
ATALANTA/SOSNOFF CAPITAL CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED JUNE 13, 2003
TO
ATALANTA ACQUISITION COMPANY
WHOLLY OWNED BY
MARTIN T. SOSNOFF
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below) if Certificates
evidencing shares (the "Shares") of common stock, par value $0.01 per share, of
Atalanta/Sosnoff Capital Corporation, a Delaware corporation (the "Company"),
are not immediately available or time will not permit all required documents to
reach EquiServe Trust Company, N.A., as Depositary (the "Depositary"), prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase (as
defined below)) or the procedure for delivery by book-entry transfer cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand or transmitted by telegram, facsimile transmission or mail to
the Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY, N.A.
By First Class Mail: By Hand: By Overnight, Delivery:
EquiServe Securities Transfer & Reporting EquiServe
Corporate Actions Services, Inc. Corporate Actions
P.O. Box 43014 c/o Boston EquiServe LP 150 Royall Street
Providence, RI 02940-3014 100 William St/Galleria Canton, MA 02021
New York, NY 10038
By Facsimile Transmission: Confirm Receipt by Telephone:
(For Eligible Institutions only) (800) 730-6001
(781) 575-2901
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, AND TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
SHARES MAY NOT BE TENDERED PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES.
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Ladies and Gentlemen:
The undersigned hereby tenders to Atalanta Acquisition Company, a Delaware
corporation ("Purchaser"), which is wholly owned by Martin T. Sosnoff, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated June 13, 2003 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"), receipt of each of which is hereby acknowledged, the
number of Shares specified below pursuant to the guaranteed delivery procedure
described in Section 3 of the Offer to Purchase.
Series and Certificate Nos. of Shares (if available):
Name(s) of Record Holder(s):
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(Please type or print)
Address(s):
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Area Code and Tel. No.:
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Common Stock, par value $0.01 per share
Certificate Nos.:
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Number of Shares Tendered:
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If Share(s) will be delivered by book-entry transfer, check this box [ ]
Account number:
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Signature(s):
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Dated:
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GUARANTEE
(NOT TO BE USED FOR THE SIGNATURE GUARANTEE)
The undersigned, an Eligible Institution (as defined in the Offer to
Purchase), guarantees delivery to the Depositary, at one of its addresses set
forth above, Certificates ("Share Certificates") evidencing the Shares
tendered hereby, in proper form for transfer, or confirmation of book-entry
transfer of such Shares into the Depositary's account at Depositary Trust
Company, in each case with delivery of a Letter of Transmittal (or facsimile
thereof) properly completed and duly executed, or an Agent's Message (as
defined in the Offer to Purchase) in the case of a book-entry delivery, and
any other required documents, all within three days on which the NYSE is open
for business after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
Share Certificates to the Depositary within the time period set forth above.
Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm: ---------------------------------
------------------------- (AUTHORIZED SIGNATURE)
Address: Name:
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Title:
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(CITY, STATE, ZIP CODE)
Dated: , 2003
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Area and Telephone Number:
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DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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