OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ATALANTA/SOSNOFF CAPITAL CORPORATION
AT
$13.95 NET PER SHARE
BY
ATALANTA ACQUISITION COMPANY
WHOLLY OWNED BY
MARTIN T. SOSNOFF
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JULY 11, 2003 (THE "EXPIRATION DATE"),
UNLESS THE OFFER IS EXTENDED.
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June 13, 2003
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Atalanta Acquisition Company, a Delaware
corporation ("Purchaser"), which is wholly owned by Martin T. Sosnoff, to act
as Information Agent (the "Information Agent") in connection with Purchaser's
offer to purchase all outstanding shares (the "Shares") of common stock, par
value $0.01 per share (the "Common Stock") of Atalanta/Sosnoff Capital
Corporation, a Delaware corporation (the "Company"), at a price of $13.95 per
Share (the "Offer Price"), net to the seller in cash, without interest and less
any required withholding taxes, upon the terms and subject to the conditions
set forth in Purchaser's 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") enclosed
herewith.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee. For your information and for forwarding to your clients for whom
you hold Shares registered in your name or in the name of your nominee, we are
enclosing copies of the following documents:
1. Offer to Purchase;
2. Letter of Transmittal to tender Shares for your use and for the
information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or time will not
permit all required documents to reach the Depositary by the Expiration
Date (as defined in the Offer to Purchase) or if the procedure for
book-entry transfer cannot be completed on a timely basis;
4. A letter to the shareholders of the Company from Martin T. Sosnoff
and Atalanta/Sosnoff Capital Corporation, together with a
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission by the Company;
5. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
7. Return envelope addressed to EquiServe Trust Company, N.A. (the
"Depositary").
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
JULY 11, 2003 UNLESS THE OFFER IS EXTENDED.
The Offer is being made pursuant to the Agreement and Plan of Merger,
dated June 10, 2003 (the "Merger Agreement"), by and among Purchaser, Mr.
Sosnoff and the Company. Pursuant to the Merger Agreement, as soon as
practicable after the satisfaction or waiver, if permissible, of all conditions
to the Merger (as defined below), Purchaser will be merged with and into the
Company, with the Company continuing as the surviving corporation (the
"Merger") and the separate corporate existence of Purchaser will thereupon
cease. At the effective time of the Merger, each outstanding Share (other than
Shares held by Purchaser or the Company) will be converted into the right to
receive the Offer Price, without interest thereon, as set forth in the Merger
Agreement and described in the Offer to Purchase.
The Board of Directors of the Company, by unanimous decision of those
directors participating and based upon the recommendation of a Special
Committee of independent directors of the Board (1) has determined that it is
fair to and in the best interests of the Company and its shareholders (other
than Purchaser, Mr. Sosnoff and their affiliates) to consummate the Offer and
the Merger upon the terms and subject to the conditions of the Merger Agreement
and in accordance with Delaware law; (2) has approved and declared advisable
the Offer, the Merger and the Merger Agreement; and (3) has resolved to
recommend that the Company's shareholders accept the Offer and tender their
Shares pursuant thereto.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), Purchaser will accept for payment and will pay,
promptly after the Expiration Date, for all Shares validly tendered prior to
the Expiration Date and not properly withdrawn in accordance with "The Offer --
Section 4. Withdrawal Rights" in the Offer to Purchase.
In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (i) the certificates evidencing such Shares or timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at one of the
Book-Entry Transfer Facilities (as defined in the Offer to Purchase), (ii) a
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase) in connection with a book-entry delivery, and
(iii) any other documents required by the Letter of Transmittal.
If holders of Shares wish to tender Shares, but cannot deliver such
holders' certificates or other required documents, or cannot comply with the
procedure for book-entry transfer, prior to the expiration of the Offer, a
tender may be effected by following the guaranteed delivery procedure described
in Section 3 of the Offer to Purchase.
Neither Purchaser nor Parent will pay any fees or commissions to any
broker, dealer or other person (other than the Information Agent) for
soliciting tenders of Shares pursuant to the Offer. However, upon request,
Purchaser will reimburse you for customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to your clients.
Purchaser will pay or cause to be paid any stock transfer taxes payable with
respect to the transfer of Shares to it, except as otherwise provided in the
Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to the Information Agent, at the respective addresses and telephone numbers set
forth on the back cover page of the Offer to Purchase.
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Additional copies of the enclosed material may be directed to the Company
or the Information Agent at the address and telephone number set forth on the
back cover page of the Offer to Purchase.
Very truly yours,
EQUISERVE TRUST COMPANY, N.A.
as Information Agent
150 Royall Street
Canton, MA 02021
Call Toll-Free: (800) 730-6001
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL AUTHORIZE YOU
OR ANY OTHER PERSON TO ACT ON BEHALF OF OR AS THE AGENT OF PURCHASER, MR.
SOSNOFF, THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
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