3//SEC Filing
ATALANTA SOSNOFF CAPITAL CORP /DE/ 3
Accession 0001233298-03-000001
CIK 0000792449operating
Filed
Jun 10, 8:00 PM ET
Accepted
Jun 11, 12:15 PM ET
Size
6.8 KB
Accession
0001233298-03-000001
Insider Transaction Report
Form 3
ATALANTA SOSNOFF CAPITAL CORP /DE/(NYSE:ATL)
No transactions or holdings reported in this filing.
Footnotes (4)
- [F1]On June 10, 2003, Atalanta Acquisition Company, a Delaware corporation wholly owned by Martin T. Sosnoff ("Purchaser"), Mr. Sosnoff and Atalanta/Sosnoff Capital Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Purchaser will commence a tender offer (the "Offer") to purchase all issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"), of the Company at a price of $13.95 per share, net to the seller in cash without interest thereon and less any required withholding taxes.
- [F2]The Merger Agreement provides that as soon as practicable after the completion of the Offer and satisfaction or waiver, if permissible, of all conditions to the merger contemplated by the Merger Agreement, (i) Mr. Sosnoff will transfer all of the Shares owned by him to Purchaser and (ii) Purchaser will be merged with and into the Company (the "Merger"), with the Company surviving the Merger. At the effective time of the Merger, each Share then outstanding (other than Shares held by Purchaser) will be converted into the right to receive $13.95 per Share, net to the seller in cash without interest and less any required withholding taxes.
- [F3]In connection with the signing of the Merger Agreement, Purchaser and Mr. Sosnoff have also entered into Stockholder Tender Agreements, dated June 10, 2003 (the "Tender Agreements"), with each of Craig B. Steinberg and Willian M. Knobler (collectively, the "Stockholders"). Pursuant to the Tender Agreements, each Stockholder has agreed, among other things, to tender all of such Stockholder's Shares (643,108 Shares (including options held by Mr. Steinberg to purchase 100,000 Shares which will be cashed out in the Merger) which represents approximately 7.4% of the shares outstanding as of June 10, 2003 on a fully-diluted basis) in the Offer. The Tender Agreements provide that such agreements shall terminate immediately upon the earliest to occur of (i) the mutual consent of Purchaser and Mr. Sosnoff and the respective Stockholder, (ii) the effective time of the Merger, and (iii) the date of termination of the Merger Agreement in accordance with its terms.
- [F4]Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Purchaser that it is the beneficial owner of any common stock referred to herein for the purposes of Rule 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Documents
Issuer
ATALANTA SOSNOFF CAPITAL CORP /DE/
CIK 0000792449
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000792449
Filing Metadata
- Form type
- 3
- Filed
- Jun 10, 8:00 PM ET
- Accepted
- Jun 11, 12:15 PM ET
- Size
- 6.8 KB