UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 10, 2002
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Atalanta/Sosnoff Capital Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-9137 13-3339071
(State or other jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
101 Park Avenue, New York, New York 10178 10178
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 867-5000
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(Former name or former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4. Changes in Registrant's Certifying Accountant.
On March 22, 2002 the Board of Directors of the Company, upon
recommendation of the Audit Committee, appointed the firm of Rothstein, Kass &
Company, P.C. independent auditors for the Company for 2002, subject to
ratification by the stockholders. Arthur Andersen LLP had served as independent
auditors of the Company since 1989. The Audit Committee determined not to
recommend the reappointment of this firm based upon the Committee's concern
about this firm's exposure to civil and criminal liabilities. Arthur Andersen
LLP's reports on the Company's financial statements during this period,
including the Company's two most recent fiscal years ended December 31, 2000 and
2001, respectively, and the interim period subsequent to December 31, 2001 ended
March 31, 2002 (collectively, the "Period") have not contained any adverse
opinion or disclaimer of opinion or any qualification or modification of any
kind nor during the Period have there been any disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
The engagement of Rothstein, Kass & Company, P.C. is expected to commence
as of the beginning of the Company's 2002 fiscal year.
Registrant has solicited and received from Arthur Andersen LLP, its former
accountants a statement from them agreeing with the statements made by
Registrant in response to Item 304(a) of Regulation S-K which is annexed as
Exhibit 3 hereto and hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(C) Exhibits
3. Letter of Arthur Andersen LLP dated April 10, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Atalanta/Sosnoff Capital Corporation
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(Registrant)
Date: April 10, 2002 /s/ Kevin Kelly
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(Signature)
Kevin S. Kelly, Senior Vice President,
Finance and Chief Financial Officer
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