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
XXXXXX X. XXXXXXX
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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 Our Clients:
Enclosed for your consideration are an Offer to Purchase, dated June 13,
2003 (the "Offer to Purchase"), and a related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer")
relating to the offer by Atalanta Acquisition Company, a Delaware corporation,
which is wholly owned by Xxxxxx X. Xxxxxxx, to purchase all outstanding shares
(the "Shares") of common stock, par value $0.01 per Share, of Atalanta/Sosnoff
Capital Corporation, a Delaware corporation (the "Company"), at a price of
$13.95 per Share, net to the seller in cash (the "Offer Price"), without
interest and less any required withholding taxes, upon the terms and subject to
the conditions set forth in the Offer. The Offer is being made in connection
with the Agreement and Plan of Merger, dated June 10, 2003, by and among
Purchaser, Xx. Xxxxxxx and the Company (the "Merger Agreement"). Also enclosed
is the Letter to Shareholders of the Company from Xxxxxx X. Xxxxxxx 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.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD BY US FOR
YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Shares held by us (or our nominee) for
your account, upon the terms and subject to the conditions set forth in the
Offer.
Your attention is directed to the following:
1. The tender price is $13.95 per Share, net to the seller in cash,
without interest and less any required withholding taxes.
2. The Offer is being made for all outstanding Shares.
3. The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of June 10, 2003 (the "Merger Agreement"), by and among Purchaser,
Xx. Xxxxxxx and the Company, pursuant to which, as soon as practicable
following the consummation of the Offer, and the satisfaction or waiver of
certain conditions in the Merger Agreement, Purchaser will be merged into
the Company (the "Merger"), with the Company continuing as the surviving
corporation which will be wholly owned by Purchaser. At the effective time
of the Merger (the "Effective Time"), each issued and outstanding Share
(other than (i) Shares held in the Company's treasury, (ii) Shares held by
Xxxxxxxxx and (iii) Shares of holders exercising dissenting rights), will
be converted into the right to receive the per Share price paid in the
Offer in cash without interest thereon (the "Merger Consideration") and
described in the Offer to Purchase.
4. The Board of Directors of the Company (the "Board"), 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 stockholders (other than Purchaser, Xx. Xxxxxxx 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
stockholders accept the Offer and tender their Shares pursuant thereto.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on July 11, 2003, unless the Offer is extended.
6. The Offer is subject to certain conditions as set forth under "The
Offer -- Section 11. Conditions to the Offer" in the Offer to Purchase.
7. Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in the Letter of Transmittal,
stock transfer taxes with respect to the purchase of Shares by Purchaser
pursuant to the Offer. However, U.S. federal income tax backup withholding
at a rate of 28% (or other applicable percentage) may be required, unless
an exemption is provided or unless the required taxpayer identification
information is provided. See Instruction 9 of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, detaching and returning to us the
instruction form contained in this letter. An envelope in which to return your
instructions to us is enclosed. If you authorize the tender of your Shares, all
such Shares will be tendered unless otherwise specified in your instructions.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ATALANTA/SOSNOFF CAPITAL CORPORATION
BY
ATALANTA ACQUISITION COMPANY
WHOLLY OWNED BY
XXXXXX X. XXXXXXX
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated June 13, 2003, and the related Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute the
"Offer") in connection with the offer by Atalanta Acquisition Company, a
Delaware corporation, which is wholly owned by Xxxxxx X. Xxxxxxx, to purchase
all outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), of Atalanta/Sosnoff Capital Corporation, a Delaware corporation.
This will instruct you to tender the number of shares of Common Stock
indicated below (or, if no number is indicated below, all such shares of Common
Stock) that are held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Offer.
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NUMBER OF SHARES OF COMMON STOCK TO BE
TENDERED:
--------------------------- *
DATE:
--------------------------- , 2003
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SIGN HERE
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SIGNATURE OF XXXXXX(S)
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PLEASE PRINT NAME(S) OF XXXXXX(S)
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ADDRESS
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AREA CODE AND TELEPHONE NUMBER
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THIS FORM MUST BE RETURNED TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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