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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
ATALANTA/SOSNOFF CAPITAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / Fee paid previously with preliminary materials.
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0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
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1) Amount Previously Paid:
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ATALANTA/SOSNOFF CAPITAL CORPORATION
101 Park Avenue
New York, N.Y. 10178
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To the Stockholders of
Atalanta/Sosnoff Capital Corporation
The Annual Meeting of Stockholders of Atalanta/Sosnoff Capital
Corporation (the "Company") will be held at Bear, Stearns & Co. Inc., 245 Park
Avenue, 10th Floor, New York, New York, on Thursday, May 10, 2001 at 11:00 a.m.
local time, to consider and vote upon:
1. The election of directors for the ensuing year;
2. Ratification of the appointment of independent auditors for 2001;
and
3. Such other matters as may properly come before the meeting.
The close of business on March 23, 2001 has been fixed as the record
date for the determination of the stockholders entitled to notice of, and to
vote at, the Annual Meeting, and any adjournments thereof. The Company's stock
transfer books will not be closed.
By Order of the Board of Directors,
Anthony G. Miller
Secretary
Dated: March 23, 2001
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL MEETING.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, AND WISH TO HAVE YOUR STOCK
REPRESENTED AT THE MEETING, PLEASE COMPLETE AND SIGN THE ACCOMPANYING FORM OF
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
ATALANTA/SOSNOFF CAPITAL CORPORATION
101 Park Avenue
New York, N.Y. 10178
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PROXY STATEMENT
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This proxy statement is being mailed to the stockholders of
Atalanta/Sosnoff Capital Corporation (the "Company"), on or about March 31, 2001
in connection with the Annual Meeting of Stockholders to be held at Bear,
Stearns & Co. Inc., 245 Park Avenue, 10th Floor, New York, New York, on
Thursday, May 10, 2001 at 11:00 a.m. and any adjournments thereof.
Record Date
The close of business on March 23, 2001 has been fixed as the record
date for the determination of stockholders entitled to receive notice of, and to
vote at, the Annual Meeting.
Solicitation
The enclosed proxy is solicited by the Board of Directors of the
Company. The Chairman of the Board, the President and the Secretary have been
designated by the Board of Directors to act as proxyholders. All proxies
delivered pursuant to this solicitation are revocable at the option of the
person executing the same at any time prior to the voting of the proxy, by
delivering a valid superseding proxy or a written notice of revocation signed in
the same manner as the original proxy, or by attending the meeting and voting in
person.
Expenses
The cost of preparing, assembling and mailing the notice, proxy
statement and proxy will be borne by the Company. In addition to solicitation by
mail, certain officers and employees of the Company, who will receive no
compensation for their services other than their regular salaries, may solicit
proxies in person or by telephone or telegraph. These persons may be reimbursed
for their expenses. The Company may also make arrangements with brokerage
houses, custodians, nominees and other fiduciaries to send proxy material to
their principals, and the Company will reimburse them for their expenses.
Voting by Mr. Sosnoff
Martin T. Sosnoff, the Company's Chairman of the Board and Chief
Executive Officer, who owns approximately 78% of the Company's outstanding
common stock, has advised the Company that he intends to vote for the Board's
nominees as directors of the Company, and for the other specified matters to be
voted upon at the Annual Meeting. Accordingly, such matters can be approved
without the vote of any other stockholders of the Company.
Dated: March 23, 2001
1
Voting by Proxy
If the stockholder is a corporation, the accompanying proxy card should
be signed in its corporate name by an officer. If signed as attorney, executor,
administrator, trustee or guardian, the signer's full title should be given and,
if possible, a certificate or other evidence of appointment should be furnished.
If the stockholder specifies on the proxy card how the shares are to be
voted, they will be voted accordingly. If the stockholder does not specify on
the proxy card how the shares are to be voted, they will be voted "FOR" the
election of the nominees for directors listed herein; and "FOR" the ratification
of the appointment of Arthur Andersen LLP as independent auditors for 2001.
If the stockholder wishes to give a proxy to someone other than those
designated by the Board of Directors, the three names appearing on the enclosed
proxy card may be crossed out and the name of another person may be inserted.
The signed proxy card should be presented at the meeting by the person
representing the stockholder. Such person should have proof of identification.
Outstanding Stock
The Company's common stock, $.01 par value, of which there were
9,005,227 shares outstanding as of March 23, 2001, constitutes the only class of
voting securities issued by the Company. Stockholders will be entitled to cast
one vote, in person or by proxy, for each share of the Company's common stock
they hold.
GENERAL INFORMATION
Board of Directors
The Board of Directors has responsibility for establishing broad
corporate policies and for the overall management and performance of the
Company, although it is not involved in day-to-day operating details. The
members of the Board who are not senior officers of the Company are kept
informed of the Company's business by various reports and documents given to
them from time to time, as well as by operating, financial and other reports
made at Board and Committee meetings.
Regular meetings of the Board of Directors are generally held four
times per year and special meetings are scheduled when required. The Board held
four regular meetings in 2000, and acted by unanimous written consent on one
occasion.
Compensation of Directors
Non-employee directors receive an annual retainer of $12,000. They also
receive a fee of $2,000 for each Board meeting attended, plus travel and
incidental expenses. The maximum annual director's fee is $20,000. The two
full-time employees who serve as directors receive only reimbursement of
expenses, if any, actually incurred in attending meetings. During fiscal 2000,
Mr. Thurston Twigg-Smith and Mr. Ronald H. Menaker each received $20,000 in
regular compensation for serving as non-employee directors of the Company.
2
Committees of the Board
The permanent Committees established by the Board of Directors to
assist it in the discharge of its responsibilities are described below. The
biographical information on the directors, set forth hereinafter in the proxy
statement, identifies the Committee memberships held by each director.
The Audit Committee recommends to the Board (for appointment by the
Board and ratification by the stockholders) independent public accountants to be
used by the Company, reviews recommendations made by the independent public
accountants concerning the Company's accounting methods and system of internal
controls, reviews and reports to the Board with respect to the audit conducted
by the Company's independent public accountants, reviews with the independent
auditors the firm's relationship with management, and approves each major
professional service provided by the independent auditors in non-audit fields.
The Audit Committee, which in 2000 consisted of two non- employee directors, met
once during 2000.
The Executive Committee has, subject to certain exceptions, all the
powers and duties of the Board of Directors in the management of the Company
when the Board is not in session and which are not in conflict with specific
powers conferred by the Board upon any other Committee. The Executive Committee
consists of Messrs. Sosnoff and Steinberg. The Executive Committee did not
formally meet during 2000.
The Compensation Committee acts on recommendations of management
concerning the compensation of executive officers of the Company, including the
Chief Executive Officer, and sets compensation policy. A Sub-Committee of the
Compensation Committee administers the Company's Management Incentive Plan
("MIP"). The Stock Option Committee administers options outstanding under the
Company's terminated Stock Option ("SOP") and Incentive Stock Purchase Plans.
The Stock Option and Compensation Committees administer the Company's 1996 Long
Term Incentive Plan ("LTIP"). Mr. Sosnoff and the outside directors comprise the
Compensation and Stock Option Committees, while the outside directors form the
Sub-Committee of the Compensation Committee. These Committees did not meet in
2000.
The Company has no standing Nominating Committee.
Compensation Committee Interlocks and Insider Participation
Mr. Sosnoff, the Company's Chief Executive Officer and principal
stockholder, is a member of the Compensation Committee and the Stock Option
Committee. He does not participate in decisions relating to his compensation, is
not a member of the Compensation Sub-Committee, and does not participate in
decisions relating to the MIP. See "Board Compensation Committee Report"
hereinafter in this proxy statement. In 2000, these Committees had two
non-employee directors as members.
3
PROPOSAL 1
ELECTION OF DIRECTORS
A Board of five directors is to be elected at the Annual Meeting; each
director so elected to hold office for a term of one year and until the election
and qualification of a successor. It is intended that the proxies will be voted
for the following persons nominated by the Board of Directors:
Jay S. Goldsmith, Ronald H. Menaker, Martin T. Sosnoff, Craig B.
Steinberg and Thurston Twigg-Smith
Each of the nominees has indicated his willingness to serve as a member
of the Board of Directors, if elected; however, in case any nominee shall for
any reason become unavailable for election the proxy holders will have
discretionary authority to use the proxies they hold to vote for a substitute.
Mr. Sosnoff was first elected by the stockholders in 1986, prior to the
Company's initial public offering. Mr. Twigg-Smith was first elected by the
stockholders in 1994. Mr. Steinberg was appointed to the Board in August, 1997
and first elected by the stockholders in 1998. Mr. Menaker was first elected by
the stockholders in 1999. Mr. Goldsmith is standing for election for the first
time.
Messrs. Sosnoff and Steinberg are executive officers of the Company.
Information about the proposed nominees' principal occupations, Board
Committee memberships and other information follows. Information about their
ownership of the outstanding common stock of the Company appears hereinafter
under the caption, "Beneficial Ownership of Securities of the Company."
Name, Principal Occupation
and Other Information
---------------------
JAY S. GOLDSMITH, 57, for more than five years has been Vice Chairman of
PubliCARD, Inc. (a smart-card technology company) and the President of
Balfour Investors, Inc. (a merchant banking firm). In a judgement in 1998
in the United States District Court, Southern District of New York, Mr.
Goldsmith was held liable pursuant to Section 16(b) of the Securities
Exchange Act of 1934 to repay to New Valley Corp. "short-swing" profits he
earned from certain purchases and sales of that corporation's B Preferred
Stock within a six-month period. Mr. Goldsmith has advised the Company and
the Company has concluded after review, that the decision was based on a
technical analysis of the language in Section 16(b). The Appeals Court in
affirming the decision mentioned that the District Court had suggested that
"...the defendants, though liable, might well have acted in good faith."
It is anticipated that Mr. Goldsmith will be appointed to and will serve on
the Audit, Compensation and Stock Option Committees.
RONALD H. MENAKER, 56, since January 1, 2000 has been retired. From July, 1998
through December, 1999 he was an Advisory Director of, and for more than
five years prior thereto he was a Managing Director of, and held other
offices with, J.P. Morgan & Co., Inc.
Mr. Menaker serves on the Audit, Compensation and Stock Option Committees.
MARTIN T. SOSNOFF, 69, is the founder of the Company and has been Chairman of
the Board, Chief Executive Officer, and Chief Investment Officer of the
Company and its subsidiaries since their inceptions.
Mr. Sosnoff serves on the Executive, Compensation and Stock Option
Committees
CRAIG B. STEINBERG, 39, has been President and Director of Research, and has
held other offices, with the Company and its subsidiaries since 1985.
Mr. Steinberg serves on the Executive Committee.
THURSTON TWIGG-SMITH, 79, for more than five years has been Chairman of the
Board and Chief Executive Officer of Persis Corporation (newspaper
publishing).
Mr. Twigg-Smith serves on the Audit, Compensation and Stock Option
Committees.
4
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal years to the
Company's Chief Executive Officer and to each of the Company's four other most
highly compensated executive officers who were officers during 2000.
Annual Compensation Long-Term Compensation
-------------------------------- ----------------------------
Securities All Other
Name and Other Annual Restricted Underlying Compen-
Principal Position Year Salary Bonus Compensation Stock Awards Options sation (9)
------------------ ---- ------ ----- ------------ ------------ ------- ----------
Martin T. Sosnoff 2000 $1,000,000 $2,405,350 (1) $17,000
Chairman of the Board; 1999 1,000,000 3,446,000 (1) 16,000
Chief Executive Officer; 1998 1,000,000 8,000
Director
Craig B. Steinberg 2000 700,000 2,404,744 (1) $1,573,500 (3) 17,000
President and Director 1999 700,000 86,758 (2) 1,479,750 (3) 16,000
of Research; Director 1998 700,000 63,939 (2) 1,273,500 (3) 8,000
Anthony G. Miller 2000 350,000 181,150 (1,4) 458,938 (5) 17,000
Executive Vice President, 1999 350,000 50,000 (4) 431,594 (5) 16,000
Chief Operating Officer, 1998 350,000 371,438 (5) 8,000
Secretary
James D. Staub 2000 175,000 $619,486 (6) 17,000
Senior Vice President 1999 175,000 489,188 (6) 16,000
of subsidiaries 1998 192,500 501,025 (6) 50,000 (8) 8,000
William M. Knobler 2000 113,975 (7) 824,189 (7) 17,000
Senior Vice President 1999 334,245 (7) 1,499,800 (7) 16,000
of subsidiary 1998 400,000 (7) 490,715 (7) 8,000
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(1) Represents amounts received as bonuses by participants in the Company's
MIP. See "Management Incentive Plan" hereinafter in this proxy
statement. No bonuses were payable in 1998 under the Plan.
(2) Based on an agreement with the Company, Mr. Steinberg receives a bonus
based upon the pre-tax operating profits receivable by a subsidiary of
the Company as general partner of the investment partnership Mr.
Steinberg manages on behalf of the Company. See "Management Incentive
Plan" hereinafter in this proxy statement.
(3) Represents non-cash compensation required to be reported for tax
purposes. Mr. Steinberg was awarded the right to purchase and purchased
600,000 shares of the Company's common stock for the purchase price of
$0.01 per share as of September 17, 1997 under the Company's LTIP. For
tax purposes, the Company and Mr. Steinberg report the compensation
element of the award in the years in which the Company's right to
repurchase equal fractions of the award lapse at the first through the
fourth anniversaries of the date of the award. Under this method, Mr.
Steinberg will report compensation of $1,573,500 in 2000 (based on a
market price of $10.50 per share at the third anniversary), and
reported $1,479,750 in 1999 (based on a market price of $9.88 per share
at the second anniversary), and $1,273,500 in 1998 (based on a market
price of $8.50 per share at the first anniversary). The Company
recorded unearned compensation in shareholders' equity of approximately
$7.0 million at the time of the award which is being amortized to
compensation expense. Approximately $436,000 was expensed in the fourth
quarter of 1997 for financial reporting purposes and approximately $1.7
million is being expensed in each full calendar year thereafter as the
right to repurchase the award lapses. At September 17, 1997, the stock
award value was approximately $7.0 million based on the difference
between the purchase price and the market value of the award at such
date, and the stock award value was approximately $7.2 million based
upon such calculation at December 31, 1997, $5.0 million at December
31, 1998, $5.2 million at December 31, 1999, and $6.4 million at
December 31, 2000. In 1997, the Company loaned Mr. Steinberg $46,740
with interest at the applicable federal rate for taxes attributable to
dividends paid on the shares received in his award. In 1998, the
Company loaned Mr. Steinberg $539,847 with interest at the applicable
federal rate for taxes attributable to the compensation element of his
award and dividends paid on the unvested shares received in his award.
In 1999, the Company loaned Mr. Steinberg $849,338 with interest at the
applicable federal rate for taxes attributable to the compensation
element of his award. In 2000, the Company loaned Mr. Steinberg
$762,361 with interest at the applicable federal rate for taxes
attributable to the compensation element of his award. In 1998, Mr.
Steinberg paid $11,941 of interest to the Company related to these
loans, in 1999 he paid $45,603, and in 2000 he paid $83,718.
5
(4) Represents discretionary bonuses of $50,000 in 1999 and $100,000 in
2000.
(5) Represents non-cash compensation required to be reported for tax
purposes. Mr. Miller was awarded the right to purchase and purchased
175,000 shares of the Company's common stock for the purchase price of
$0.01 per share as of September 17, 1997 under the Company's LTIP. For
tax purposes, the Company and Mr. Miller report the compensation
element of the award in the years in which the Company's right to
repurchase fractions of the award lapses at the first through the
fourth anniversaries of the date of the award. Under this method, Mr.
Miller will report compensation of $458,938 in 2000 (based on a market
price of $10.50 per share at the third anniversary), and reported
$431,594 in 1999 (based on a market price of $9.88 per share at the
second anniversary), and $371,438 in 1998 (based on a market price of
$8.50 per share at the first anniversary). The Company recorded
unearned compensation in shareholders' equity of approximately $2.0
million at the time of the award which will be amortized to
compensation expense. Approximately $127,000 was expensed in the fourth
quarter of 1997 for financial reporting purposes and approximately
$508,000 is being expensed in each full calendar year thereafter as the
right to repurchase the award lapses. At September 17, 1997, the stock
award value was approximately $2.0 million based on the difference
between the purchase price and the market value of the award at such
date, and the stock award value was approximately $2.1 million based
upon such calculation at December 31, 1997, $1.5 million at December
31, 1998, $1.5 million at December 31, 1999, and $1.9 million at
December 31, 2000. In 1997, the Company loaned Mr. Miller $13,633 with
interest at the applicable federal rate for taxes attributable to
dividends paid on the shares received in his award. In 1998, the
Company loaned Mr. Miller $157,455 with interest at the applicable
federal rate for taxes attributable to the compensation element of the
award and dividends paid on the unvested shares received in his award.
In 1999, the Company loaned Mr. Miller $243,265 with interest at the
applicable federal rate for taxes attributable to the compensation
element of the award. In 2000, the Company loaned Mr. Miller $222,356
with interest at the applicable federal rate for taxes attributable to
the compensation element of the award. In 1998, Mr. Miller paid $2,843
of interest to the Company related to these loans, in 1999 he paid
$13,149, and in 2000 he paid $24,215.
(6) Represents additional compensation paid to Mr. Staub in lieu of a bonus
based upon a percentage of investment advisory fees received by the
Company from clients solicited by Mr. Staub under an agreement with the
Company. See "Agreements and Transactions with Directors and Executive
Officers" hereinafter in this proxy statement.
(7) The 1998 amount represents the revenues received by the Company from
clients of the Company to whom Mr. Knobler provides investment
management services, net of the costs associated with such revenues
under an arrangement with the Company. Mr. Knobler's salary is set by
him within levels of such net revenues projected by the Company for
each year. The 2000 amount represents the second installment payment
made to Mr. Knobler from the Company in January, 2000 relating to the
relinquishment of the right to receive revenue from such clients under
a new facilities agreement with the Company, and the 1999 amount
includes $1,498,766 representing the first installment payment. See
"Agreements and Transactions with Directors and Executive Officers".
(8) Represents incentive stock options for 50,000 shares at an exercise
price of $9.00 per share. See "Stock Option and Long Term Incentive
Plans" hereinafter in this proxy statement.
(9) Represents contributions by the Company to the account of such officers
under the Company's Profit Sharing Plan for its employees. See "Profit
Sharing Plan" hereinafter in this proxy statement.
Except as noted, none of the individuals listed above received non-cash
compensation during 2000 in excess of the lesser of $50,000 or 10% of
his total annual salary and bonus.
6
COMPARATIVE STOCK PERFORMANCE
The following line graph compares the cumulative total shareholder
return on the Company's common stock with the cumulative total return of the
Russell 2000 Index(1) and the Russell 2000/Financial Services Index(2) over the
five year period ended December 31, 2000 (assuming the investment in the
Company's common stock and such indices of $100 on December 31, 1995, and the
reinvestment of all dividends):
Comparison of Five-Year Cumulative Total Stockholder Return Among the Company,
Russell 2000 Index, and Russell 2000/Financial Services Index
[GRAPHIC OMITTED]
Year Ended December 31
------------------------------------------------------------
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
Russell 2000 Index 100 115 139 133 159 152
Company 100 61 84 52 63 80
Russell 2000/Financial Services Index 100 129 175 163 153 185
Russell 2000/
Company Russell 2000 Financial Services
Annualized rates of return:
5 years ended 12/31/00 -4.4% +8.7% +13.1%
(1) The Russell 2000 Index is published by the Frank Russell Company and is
widely recognized as a measure of the performance of small market
capitalization stocks like the Company's common stock.
(2) The Russell 2000/Financial Services Index is an index of the
performance of financial services companies within the Russell 2000
Index.
7
BOARD COMPENSATION COMMITTEE REPORT
The Board has requested that the Compensation Committee describe in
this Report (a) its compensation policies generally applicable to the executive
officers of the Company, including the specific relationship of corporate
performance to executive compensation for 2000; and (b) the basis for Mr.
Sosnoff's compensation in 2000, including the factors and criteria on which Mr.
Sosnoff's compensation was based and the relationship of the Company's
performance to such compensation describing the measures of performance on which
such compensation was based.
Compensation Policies Generally Applicable to Executive Officers
In formulating its compensation policies for executive officers, the
Committee considers many factors, including the major factors described below:
Industry Compensation Standards, Salary History, Performance in Position, Tenure
of Employment.
The Committee believes that in order to attract and retain executive
officers of the highest quality the Company must provide a total package of
compensation that is competitive with other companies in the Company's segment
of the financial services industry. The Committee also reviews the salary
histories of current and prospective executive officers in making compensation
recommendations. In addition, the Committee reviews information about the
performance of executive officers. In formulating its compensation policies the
Committee generally places less weight on the qualitative elements of executive
officer performance, and more weight on the economic indices of the officer's
performance measured by the financial performance of the aspect of the Company's
business for which the officer is primarily responsible. The Committee believes
that an officer's employment tenure is entitled to some weight in assessing
appropriate levels of compensation.
Company Performance-General
The Committee believes that in the Company's case in the formulation of
executive officer compensation policy the Committee should not accord
significant weight to the market performance of the Company's common stock. The
Committee notes that the price at which the Company's common stock trades often
bears little resemblance to the underlying fundamentals of the Company. Because
of the ownership structure (only approximately 14% of the Company's common stock
is held by the public) and lack of coverage by analysts, there is very little
trading activity in the common stock of the Company. During 2000, aggregate
market transactions in the Company's common stock (excluding shares purchased in
the market by the Company) equaled approximately 3.2% of the common stock
outstanding. As a result of this low turnover, the performance of the common
stock has not reliably reflected the financial results or prospects for the
Company; instead, it generally reflects market forces that result in volatile
stock performance because of the lack of market liquidity. Thus, in the
Committee's view, the investment performance of the Company's common stock has
not offered the Committee reliable guidance in formulating executive officer
compensation policy and in setting appropriate compensation levels for the
Company's executive officers. The Committee notes that the Company's book value
per share grew 6% in 2000 (and 35% over the last two years) to total $11.89 at
year-end, which has not been reflected in stock performance.
Financial Performance
The Committee has developed a number of financial performance criteria
in formulating its executive compensation policy and a number of specific
criteria assessing the appropriateness of specific executive officer
compensation.
In evaluating the performance of the executive officers of the Company
as a group generally, and in reference to 2000 compensation, the Committee has
reviewed the efficiency and productivity of the Company, and the Company's
employees managed by the executive officers as measured by the following
financial performance criteria: (1) Operating revenues, pre-tax operating income
and pre-tax operating income per employee, (2) pre-tax operating income yield on
assets under management, (3) pre-tax operating margin, (4) investment
performance of managed assets, including the Company's proprietary accounts, and
(5) other financial criteria.
8
In reviewing the compensation of specific executive officer positions,
the Committee places more weight on criteria relevant to the responsibilities of
that position. Thus, relatively more weight is attributed to revenue criteria in
evaluating the performance of executives engaged primarily in marketing and
investment management and related support activities and relatively more weight
is attributed to income criteria in fixing the compensation of personnel engaged
in cost management and related support activities.
2000 Compensation and the Management Incentive Plan
Operating revenues, operating income, operating margin and operating
income per employee all increased in 1999 and 2000, reflecting an increase in
assets under management from good performance results over the last three years
as well as an increased focus on marketing efforts.
As described below, the changes in 2000 overall compensation as
compared with 1999 for executive officers, with the exception of Mr. Staub and
Mr. Knobler who have separate arrangements with the Company, are attributable to
Awards made under the Management Incentive Plan ("MIP"), as follows:
2000 1999
---- ----
1. Operating Earnings Component $541,000 $ ---
2. Investment Performance Component 2,216,000 3,446,000
3. Sabre Performance Component 2,215,394 ---
--------- ----------
$4,972,394 $3,446,000
========== ==========
The MIP is designed to reflect the financial performance criteria which
the Company believes should be applied in determining executive officer
compensation. One component (the "Operating Earnings Component") is based on
pre-tax operating earnings before non-cash charges, which the Committee believes
is an appropriate measure of the performance of executive personnel who function
in the revenue producing and in the cost control areas of the Company. Messrs.
Sosnoff and Steinberg participate in the Operating Earnings Component of the
Award Bonus Pool at 35% each, and Messrs. Miller and Paul Tanico, an Executive
Vice President of the Company, participate at 15% each. The MIP is administered
by a Sub-Committee of the Compensation Committee, which is composed entirely of
non-employee directors. The Committee believes that the Operating Earnings
Component of the MIP provides a stimulus to a continuing high level of
commitment to further improvement in the financial performance of the Company.
The Committee notes that in the Operating Earnings Component (a) no awards are
payable unless there is an increase in adjusted operating earnings (as defined
in the MIP) over the 1998 base level of adjusted operated earnings, (b) the
annual Award Bonus Pool cannot exceed 50% of incremental adjusted operating
earnings above the threshold, and (c) aggregate annual bonuses under the
Operating Earnings Component of the MIP are capped at 10% of earnings per share
in any one year. The Sub-Committee believes that these limitations strike an
appropriate balance by fulfilling the need to continue to motivate executive
personnel while not unduly impacting the financial results of the Company. An
Operating Earnings Award of $541,000 was made under the MIP in 2000, compared
with none in 1998 and 1999.
The Sub-Committee amended the MIP in 1999 to create an Investment
Performance Component of the MIP to provide incentive compensation to Mr.
Sosnoff in an amount equal to 20% of each year's performance of the Company's
proprietary accounts in excess of an identified benchmark. Under the amendment,
no bonus is paid if such performance is negative, even if it exceeded such
benchmark. The computation is made annually, based on each calendar year's
performance results, and is subject to a separate and independent limitation
that it not exceed 10% of earnings per share in any one year. Mr. Sosnoff was
awarded $2,216,000 for 2000 related to this Component of the MIP, and $3,446,000
for 1999.
9
In 2000, the Sub-Committee amended the MIP to provide annual incentive
compensation to the Company's President based upon the investment performance of
Sabre Partners, L.P., an investment partnership which he manages on behalf of
the Company, equal to (i) 50% of the pre-tax operating income (revenues less
direct expenses) that the Company receives from that partnership (the "Sabre
Performance Bonus") and (ii) 20% of the outperformance of the Company's
investment in such partnership as compared to the S&P 500 Index (the
"Outperformance Bonus"), provided, that the Outperformance Bonus would be
payable if, and only to the extent that, the performance of the Company's
investment in such partnership is positive, and the closing net asset value of
any measurement period for the computation of the Outperformance Bonus exceeds
the highest level of net assets previously achieved. These computations will be
made annually, based on each calendar year's results, and is subject to a
separate and independent limitation that it not exceed 10% of earnings per share
in any one year. Mr. Steinberg was awarded $2,215,394 for 2000 related to this
Component of the MIP.
The MIP does not preclude the Board of Directors of the Company, upon
approval of the Sub-Committee, from making discretionary bonus payments to
participants in the MIP in addition to the amounts determined under the Plan,
and Mr. Miller received a discretionary bonus of $100,000 for 2000.
The 2000 Compensation of Mr. Sosnoff
Mr. Sosnoff has not participated in this part of the Committee's review
or Report, or in its description of the basis for his compensation generally.
The Committee notes that there are certain qualitative factors in the
analysis of Mr. Sosnoff's compensation generally and in 2000 that, in its view,
should be taken into account in establishing appropriate bases for such
compensation. Mr. Sosnoff is the founder of the Company, which was founded in
1986 to acquire its operating subsidiaries and make a public offering of its
Common Stock. Mr. Sosnoff is the founder of such subsidiaries and is the
Company's principal stockholder. The Company bears his name. He also is a widely
known and respected member of the financial community and has written regularly
in the financial press. The Committee believes his reputation has enhanced the
stature of the Company and has had and will continue to have a salutary affect
on its marketing activities.
In conjunction with the Company's other executive officers, Mr.
Sosnoff's compensation is evaluated under the compensation policies generally
applicable to executive officers, including growth in the Company's book value
per share, and the financial performance criteria considered relevant by the
Committee. Under the Operating Earnings Component of the MIP, Mr. Sosnoff was
awarded $189,350 for 2000, compared with none in 1998 and 1999.
It is also the policy of the Committee to review Mr. Sosnoff's
compensation in relation to the performance of the Company's client accounts for
which he has primary responsibility in setting investment policy and the
performance of the Company's own proprietary accounts. The Committee notes that
investment performance in client accounts improved markedly in the three years
ended December 31, 2000 (each of the three years generated client performance
returns in excess of relevant benchmarks), exceeding all relevant benchmarks for
the Company's composite equity and balanced products. Mr. Sosnoff earned an
Investment Performance bonus of $2,216,000 for 2000 and $3,446,000 for 1999
under the Investment Performance Component of the MIP based upon the performance
of the Company's proprietary accounts in 2000 and 1999, which achieved net
investment performance totaling 9.2% and 46.0%, respectively, vs. the
benchmark's return of -9.1% and 14.6%, respectively. In the Sub-Committee's
view, Mr. Sosnoff's achievement of the significant increase in the Company's
proprietary accounts' net assets is appropriately reflected in Mr. Sosnoff's
increased compensation.
Dated: March 1, 2001
The Compensation Committee
Martin T. Sosnoff
Thurston Twigg-Smith
Ronald H. Menaker
The Compensation Sub-Committee
Thurston Twigg-Smith
Ronald H. Menaker
10
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors of the Company serves as
the representative of the Board for general oversight of the Company's financial
accounting and reporting process, system of internal control, audit process and
process for monitoring compliance with laws and regulations. A copy of the Audit
Committee's Charter is annexed to this proxy statement as an Appendix. The
Company's management has primary responsibility for preparing the Company's
financial statements and the Company's financial reporting process. The
Company's independent accountants, Arthur Andersen LLP, are responsible for
expressing an opinion on the conformity of the Company's audited financial
statements to generally accepted accounting principles.
In this context, the Audit Committee hereby reports as follows:
1. The Audit Committee has reviewed and discussed the audited financial
statements with Arthur Andersen LLP.
2. The Audit Committee has discussed with the independent accountants
the matters required to be discussed by SAS 61 (Codification of
Statements on Auditing Standard, AU 380).
3. The Audit Committee has received the written disclosures and the
letter from the independent accounts required by Independence
Standards Board Standard No. 1 (Independence Standards Board
Standards No. 1, Independence Discussions with Audit Committees) and
has discussed with the independent accountants the independent
accountants' independence.
4. Based on the review and discussion referred to in paragraphs (1)
through (3) above, the Audit Committee has recommended to the Board
of Directors of the Company, and the Board has approved, that the
audited financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000, for
filing with the Securities and Exchange Commission.
Each of the members of the Audit Committee is independent as defined
under the Listing Standards of the New York Stock Exchange.
Under New York Stock Exchange Listing Standards, the Company is
required to add a third independent director to the Audit Committee by June 14,
2001. It is anticipated that Mr. Jay S. Goldsmith, a nominee for director, will
be appointed to and serve in such position (see Proposal 1 - Election of
Directors).
The undersigned members of the Audit Committee have submitted this
Report to the Board of Directors.
Ronald H. Menaker
Thurston Twigg-Smith
Dated: March 1, 2001
11
STOCK OPTION AND LONG TERM INCENTIVE PLANS
Option Grants for 2000
There were no option grants made in 2000.
Exercises and Awards Outstanding
Option Exercises and Year-End Values for 2000
No stock options were exercised or cancelled in 2000.
The table below sets forth information with respect to the status of
unexercised options, if any, held at December 31, 2000 by the Company's Chief
Executive Officer and the other four most highly compensated executive officers.
Aggregate Option Exercises During 2000 and Option Values on December 31, 2000
----------------------- -------------- ---------- --------------------------------- ------------ ---------------------------------
Number of
Shares Value Number of Unexercised Value of Unexercised In-the-
Acquired Upon Realized Options 12/31/00 Exercise Money Options 12/31/00 (1)
Exercise of Upon --------------------------------- Price Per --------------------------------
Name Option Exercise Exercisable Unexercisable Share Exercisable Unexercisable
----------------------- -------------- ---------- --------------- ----------------- ------------ -------------- ------------------
Craig B. Steinberg 100,000 $ 9.50 $125,000
----------------------- -------------- ---------- --------------- ----------------- ------------ -------------- ------------------
----------------------- -------------- ---------- --------------- ----------------- ------------ -------------- ------------------
Anthony G. Miller 50,000 9.50 62,500
----------------------- -------------- ---------- --------------- ----------------- ------------ -------------- ------------------
----------------------- -------------- ---------- --------------- ----------------- ------------ -------------- ------------------
James D. Staub 50,000 6.13 231,250
----------------------- -------------- ---------- --------------- ----------------- ------------ -------------- ------------------
30,000 20,000 9.00 52,500 $35,000
----------------------- -------------- ---------- --------------- ----------------- ------------ -------------- ------------------
(1) Values are calculated by subtracting the exercise price from the fair
market value of the underlying common stock. For purposes of this
table, fair market value is deemed to be $10.75 per share, the closing
price of the common stock reported for New York Stock Exchange
transactions on December 31, 2000.
As of September 17, 1997, the Company awarded 775,000 shares of
restricted stock at the issue price of $.01 per share to two senior executives
under the terms of the LTIP. Craig B. Steinberg, President and Director of
Research, received 600,000 shares and Anthony G. Miller, Executive Vice
President and Chief Operating Officer, received 175,000 shares. Such restricted
stock awards vest over four years. See the Summary Compensation Table on page 5.
Management Incentive Plan
The purpose of the Operating Earnings Component of the Management
Incentive Plan (the "MIP") is to directly relate year-end bonuses of
participants to growth in operating earnings of the Company (adjusted for
non-cash charges and current year accruals under the MIP and the LTIP and
comparable non-cash charges) compared with the base year of 1998. The maximum
aggregate annual award payable to participants under the Operating Earnings
Component of the MIP is subject to the limitation that it cannot result in a
reduction of earnings per share in any one year of more than 10%. Each
participant's share of the aggregate award of the Operating Earnings Component
of the MIP is payable at year-end in assigned percentages.
For 2000, $541,000 was awarded under the Operating Earnings Component
of the MIP, computed as described above, based upon an increase in adjusted
operating earnings in 2000 as compared with 1998.
12
Under the Investment Performance Component of the MIP, Mr. Sosnoff is
entitled to an annual bonus (the "Investment Performance Bonus") equal to 20% of
the amount by which the investment performance of the proprietary accounts of
the Company exceeds a benchmark of the S&P 500 Index, so long as such
performance is positive, and subject to the limitation that it cannot result in
a reduction of earnings per share in any one year of more than 10%. For 2000, an
Investment Performance Bonus of $2,216,000 was awarded under the MIP to Mr.
Sosnoff, computed as described above.
Under the Sabre Performance Component of the MIP, Mr. Steinberg is
entitled to an annual bonus based on a) 50% of the pretax operating income
earned by the Company as general partner of Sabre, and b) an investment
performance bonus equal to 20% of the amount by which the Company's proprietary
investment in Sabre exceeds a benchmark of the S&P 500 Index, so long as such
performance is positive, and subject to the limitation that the sum of a) and b)
cannot result in a reduction of earnings per share in any one year of more than
10%. For 2000, a Sabre Performance Bonus of $2,215,394 was awarded under the MIP
to Mr. Steinberg, computed as described above.
Profit-Sharing Plan
The Company has a Profit-Sharing Plan for its employees. For the year
ended December 31, 2000, contributions in the amount of $366,191 were made to
the Plan.
AGREEMENTS AND TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to Company policy, certain expenses of Mr. Sosnoff which were
initially paid by the Company, to the extent the Company and Mr. Sosnoff have
determined that such expenses would not be borne by the Company, were repaid to
the Company with interest.
Upon termination of his employment Mr. Steinberg is subject to
non-competition and non-solicitation restrictions under his employment agreement
with the Company.
Mr. Staub and certain other members of the marketing and sales staffs
of the Company and its subsidiaries receive additional compensation based on
varying percentages of the revenues attributable to Company clients they have
solicited. Such compensation under certain conditions may continue after
termination of employment. Mr. Staub entered into a new employment agreement in
December 1997, whereby his base salary was increased from $140,000 to $175,000,
retroactive to July 1, 1997. The $17,500 retroactive amount was deferred and
paid in 1998.
In May 1985, Atalanta/Sosnoff Management Corporation ("Management")
entered into an employment agreement with Mr. William M. Knobler, Senior Vice
President, to provide investment related services to both Management and
Atalanta/Sosnoff Capital Corporation (Delaware), the Company's operating
subsidiaries. Under the terms of the agreement, Mr. Knobler was paid the net
profits relating to the client accounts he managed at Management (the "Net
Profits"), which represents the advisory fees and commissions for such accounts,
net of clearance and floor brokerage charges, allocated payroll, overhead and
out-of-pocket expenses incurred on his behalf by Management.
Effective October 1, 1998, Management entered into a new agreement with
Mr. Knobler for the period ending December 31, 2000, under which Mr. Knobler has
relinquished the net profits from the investment management and brokerage
services provided to the accounts he manages to Management. Pursuant to this
agreement, Management has made (or will make) payments to Mr. Knobler in three
installments in January 1999, 2000 and 2001, based upon a multiple of annualized
revenues from such accounts. In addition, Management and Mr. Knobler agreed to
change the split of Net Profits paid to Mr. Knobler from 100% during the
twelve-month period ended September 30, 1998, to 50% for the twelve-month period
ended September 30, 1999, 25% for the twelve-month period ending September 30,
2000, and 0% thereafter. Commissions and advisory fee revenues related to such
investment advisory and brokerage services for 2000 amounted to $1,145,490, and
related compensation expenses amounted to $938,164, which includes $824,189 paid
to Mr. Knobler representing 25% of the purchase price associated with Mr.
Knobler relinquishing the right to receive revenues from the accounts he
manages.
13
Options issued under the SOP and LTIP, and restricted stock award
shares granted under the LTIP provide for accelerated vesting in the event of a
change in control of the Company, as defined. Certain of the Company's
agreements with employees provide for additional payments to them, or the right
for such employee to terminate his employment and continue to receive payments
from the Company in the event of a change in control, as defined.
The directors, officers and employees of the Company or its operating
subsidiaries are ordinarily required to execute personal securities transactions
through the Company's broker-dealer subsidiary and are allowed a discount from
the commission rates offered to unaffiliated customers. In addition, the Company
provides personal investment management and advisory services to certain
officers of the Company and its operating subsidiaries and their associates
without charge.
BENEFICIAL OWNERSHIP OF SECURITIES
OF THE COMPANY
The following table sets forth information as of December 31, 2000 as
to the beneficial ownership of Company common stock by (1) each person known by
the Company to own 5% or more of the common stock, (2) each director and nominee
for director of the Company, (3) the Company's Chief Executive Officer, (4) each
of the Company's other four most highly compensated executive officers for
fiscal 2000, and (5) the directors and executive officers of the Company as a
group. The persons named in the table have sole voting and investment power with
respect to all shares of common stock owned by them and use the Company's
address as their business address, unless otherwise noted.
Beneficial Owners Shares Beneficially Owned Percent of Class (9)
----------------- ------------------------- --------------------
Martin T. Sosnoff 7,012,516 (1) 75.9%
Craig B. Steinberg 700,000 (2) 7.6%
Anthony G. Miller 225,000 (3) 2.4%
William M. Knobler 1,100 (4) --%(10)
James D. Staub 80,000 (5) .9%
Ronald H. Menaker (6) 2,000 --%(10)
Thurston Twigg-Smith(7) 1,000 --%(10)
All executive officers and directors
as a Group (9 persons) 8,021,616 (8) 86.9%
-----------
(1) includes 12,516 shares owned by a private charitable foundation that
Mr. Sosnoff controls.
(2) includes 600,000 shares issued under the Company's LTIP and 100,000
shares issuable upon exercise of currently exercisable options issued
under the Company's SOP at an exercise price of $9.50 per share.
(3) includes 175,000 shares issued under the Company's LTIP and 50,000
shares issuable upon exercise of currently exercisable options issued
under the Company's SOP at an exercise price of $9.50 per share.
(4) includes 600 shares held in his Individual Retirement Account, 100
shares held by his wife, 200 shares held by her Individual Retirement
Account, and 200 shares held by a private charitable foundation
controlled by Mr. Knobler.
14
(5) includes 50,000 shares issuable upon exercise of currently exercisable
options issued under the Company's SOP at an exercise price of $6.13
per share and 30,000 shares issuable upon exercise of currently
exercisable options issued under the Company's LTIP at an exercise
price of $9.00 per share. Does not include non-currently exercisable
options to purchase 20,000 shares at an exercise price of $9.00 per
share.
(6) Mr. Menaker's address is 700 Smoke Hollow Trail, Franklin Lakes, New
Jersey, 07417.
(7) Twigg-Smith's business address is Persis Corporation, 2447 Makiki
Heights Drive, Honolulu, Hawaii 96822.
(8) includes shares owned by executive officers of subsidiaries who have
been designated as executive officers of the Company. Includes 230,000
shares subject to currently exercisable options under the SOP and LTIP.
Does not include non-currently exercisable options to purchase 20,000
shares.
(9) Calculated on the basis of 9,005,227 shares outstanding at December 31,
2000 plus 230,000 shares subject to currently exercisable options, or a
total of 9,235,227 shares.
(10) less than .1% of shares outstanding.
15
PROPOSAL 2
APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of the Audit Committee,
reappointed the firm of Arthur Andersen LLP as independent auditors for the
Company for 2001, subject to ratification by the stockholders. Arthur Andersen
LLP has served as the independent auditors for the Company since 1989.
The aggregate fees billed by Arthur Andersen LLP for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended December 31, 2000 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10Q for 2000 were
$90,000.
Arthur Andersen LLP did not provide any professional services to the
Company for information technology services relating to financial information
systems design and implementation for the fiscal year ended December 31, 2000.
The aggregate fees billed by Arthur Andersen LLP for services rendered
to the Company, other than the services described above, for the fiscal year
ended December 31, 2000 were $60,000.
A representative of Arthur Andersen LLP will be present at the Annual
Meeting and will be given an opportunity to make a statement if he so desires
and to respond to appropriate questions.
The Board of Directors recommends a vote "FOR" the proposal to ratify
the appointment of Arthur Andersen LLP as independent auditors.
STOCKHOLDER PROPOSALS
Any proposal to be presented at next year's Annual Meeting must be
received at the principal executive offices of the Company not later than
November 16, 2001 directed to the attention of the Secretary, for consideration
for inclusion in the Company's proxy statement and form of proxy relating to
that meeting. Any such proposal must comply in all respects with the rules and
regulations of the Securities and Exchange Commission.
OTHER MATTERS
The Board of Directors knows of no other matters that may come before
the meeting. If any matters other than those referred to above should properly
come before the meeting, it is the intention of the persons designated by the
Board to serve as proxies to vote such proxies in accordance with their best
judgment.
If any of the proposed nominees for election to the Board of Directors
should become unavailable to serve at or before the time of the meeting, a
substitute nominee or nominees may be chosen by the persons authorized by the
Board to vote the proxies.
By Order of the Board of Directors,
Anthony G. Miller
Secretary
16
APPENDIX - Page 1 of 2
----------------------
ATALANTA/SOSNOFF CAPITAL CORPORATION
AUDIT COMMITTEE CHARTER
Adopted May 11, 2000
Organization
There shall be a committee of the board of directors to be known as the audit
committee. The audit committee shall be composed of directors who are
independent of the management of the Company and are free of any relationships
that, in the opinion of the board of directors, would interfere with their
exercise of independent judgement as a committee member.
Statement of Policy
The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the Company, and the quality and integrity of the financial reports of the
Company. In so doing, it is the responsibility of the audit committee to
maintain free and open means of communication between the directors, the
independent auditors and the financial management of the Company.
Responsibilities
In carrying out its responsibilities, the audit committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and shareholders that the corporate
accounting and reporting practices of the Company are in accordance with all
requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
o Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the Company and its
subsidiaries.
o Meet with the independent auditors and financial management of the Company
to review the scope of the proposed audit for the current year and the
audit procedures to be utilized, and at the conclusion thereof review such
audit, including any comments or recommendations of the independent
auditors.
o Review with the independent auditors the Company's financial and accounting
personnel, the adequacy and effectiveness of the accounting and financial
controls of the Company, and elicit any recommendations for the improvement
of such internal control procedures or particular areas where new or more
detailed controls or procedures are desirable. Particular emphasis should
be given to the adequacy of such internal controls to expose any payments,
transactions, or procedures that might be deemed illegal or otherwise
improper. Further, the committee periodically should review Company policy
statements to determine their adherence to the code of conduct.
17
APPENDIX - Page 2 of 2
o Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine that
the independent auditors are satisfied with the disclosure and content of
the financial statements to be presented to the shareholders. Any changes
in accounting principles should be reviewed.
o Provide sufficient opportunity for the independent auditors to meet with
the members of the audit committee without members of management present.
Among the items to be discussed in these meetings are independent auditors'
evaluation of the Company's financial and accounting, personnel, and the
cooperation that the independent auditors received during the course of the
audit.
o Review accounting and financial human resources and succession planning
within the Company.
o Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the board of
directors.
o Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgement, that is appropriate.
18