4 2003-07-14 1 0000792449 ATALANTA SOSNOFF CAPITAL CORP /DE/ ATL 0001026967 SOSNOFF MARTIN TOBY 1 1 1 0 Chairman and CEO 0001233298 ATALANTA ACQUISITION CO 0 0 0 1 Wholly owned by Mr. Sosnoff Common Stock, par value $0.01 per share 2003-07-14 4 P 0 1642615 13.95 A 8464715 I See Below. This statement is filed jointly by Mr. Sosnoff and Atalanta Acquisition Company, a Delaware corporation wholly owned by him ("Purchaser"). Pursuant to an Agreement and Plan of Merger, dated June 10, 2003 (the "Merger Agreement"), by and among Mr. Sosnoff, Purchaser and Atalanta/Sosnoff Capital Corporation ("the Company"), Purchaser commenced 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 not already owned by Mr. Sosnoff at a price of $13.95 per share, net to the seller in cash without interest thereon and less any required withholding taxes. On July 14, 2003, Purchaser accepted for payment and paid for all of the 1,570,679 Shares validly tendered and not withdrawn in the Offer. Following the closing of the Offer, and subject to the conditions set forth in the Merger Agreement, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and the separate corporate existence of Purchaser thereupon ceasing (the "Merger"). The remaining shares not tendered and accepted for payment in the Offer were converted into the right to receive the offer price of $13.95. It is anticipated that effective following the Merger, the Company's common stock will be delisted from trading on the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The 8,464,715 Shares represent all the issued and outstanding Shares. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by Mr. Sosnoff or Purchaser that he or it is the beneficial owner of any Shares referred to herein for the purposes of Rule 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. Martin T. Sosnoff 2003-07-14 Atalanta Acquisition Company 2003-07-14